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PROSPECTUS

Passion for quality Enjoyement for life Respect for peope and Environment we live in

Brasseries et Limonaderies du Rwanda(“BRALIRWA”)

This Prospectus provides detailed information about the Company and the Offer. Potential investors in respect of the Offer Shares are therefore advised to read this document carefully and retain it for future reference. In the event that such an investor is not clear aboutthe action to take, he/she should consult his/her stock broker, banker, lawyer, auditor or any other financial, legal and tax advisor for guidance and carefully review the risks associated with an investment in the Company.

2010 Prospectus

CAUTION: This document is important and requires your careful attention.

This document is a prospectus inviting the public to acquire the Offer Shares under the terms of application set out herein. If you wish to apply for Offer Shares then you must complete the procedures for application and payment set out in Part Seven of this document.

A copy of this Prospectus has been delivered to the Registrar General of Companies for registration. The Registrar General has not checked and will not check the accuracy of any statements made and accepts no responsibility for it or for the financial soundness of the Company or the value of the Offer Shares.

For information concerning certain risk factors which should be considered by prospective investors, see “risk analysis” com-mencing on page 25 hereof.

This Prospectus is issued in compliance with the requirements the Registrar General’s Instructions No. 01/2010/ORG of 12/04/2010 relating to the form and content of the Prospectus (“Prospectus Instructions”) issued pursuant to the Law No. 07/2009 relating to Companies (the “Companies Act”), and the requirements of the Capital Markets Advisory Council (CMAC), and the requirements of the Rwanda Stock Exchange (RSE) /Rwanda Over The Counter (OTC) Market (ROTC).

A copy of this Prospectus has been delivered to the CMAC for approval. Permission has been granted by the CMAC for the GoR to offer to the public the Offer Shares. The CMAC assumes no responsibility for the correctness of any of the statements made or opinions or reports expressed or contained in this Prospectus. Approval of this Prospectus by the CMAC is not to be taken as an indication of the merits of the Company or its Shares.

PROSPECTUS

BRASSERIES ET LIMONADERIES DU RWANDA (Incorporated in the Republic of Rwanda, Company Code 100004348)

(“BRALIRWA“ or “the Company”)

Offer for Saleby the Government of Rwanda (GoR)

of128,570,000 ORDINARY SHARES WITH A PAR VALUE RWF0.75 EACH AT RWF 136 PER SHARE

PAYABLE IN FULL ON APPLICATIONand

Listing of the entire issued share capital of the Company on the Rwanda Stock Exchange / Rwanda OTC Market

APPLICATION LIST OPENS: Tuesday 23 November 2010APPLICATION LIST CLOSES: Friday 17 December 2010

An application has been made to the RSE/ROTC market for the Listing of the Shares of the Company, under the ab-breviation of BLR. Listing is expected to become effective on 31 January 2011. The RSE/ROTC assumes no responsibil-

ity for the correctness of any of the statements made or opinions or reports expressed or contained in this Prospectus.

This Prospectus is dated 23 November 2010 and is valid for 6 months from this date.

Co-Transaction Advisor

Renaissance Capital (Kenya) Limited

Lead Transaction AdvisorMBEA Brokerage Services (Rwanda) S.A.

[RC No. A076/08/KIG]

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IMPORTANT INFORMATION

Potential investors are expressly advised that an investment in the Offer Shares entails certain risks and that they should therefore carefully review the entire contents of this Prospectus. Furthermore, before making an investment decision, potential investors should consult their stock broker, banker, lawyer, auditor or other financial, legal and tax advisors for guidance and carefully review the risks associated with an investment in the Company.

This Prospectus was approved by the Board of Directors and the Promoter in the English language.

Responsibility StatementsThe Prospectus has been seen and approved by the Directors and the Promoter of BRALIRWA and the offering, they collectively and individually accept full responsibility for the accuracy of the information given and confirm that, after having made all rea-sonable enquires, and to the best of their knowledge and belief, there are no false or misleading statements and other facts the omission of which would make any statement herein false or misleading.

The Transaction Advisors acknowledge that based on all the available information and to the best of their knowledge and belief, the Prospectus constitutes a full and true disclosure of all material facts concerning the Offer and they have satisfied themselves that any profit and cash flow projections (for which the Directors are fully responsible) prepared for inclusion in the Prospectus

has been stated by the Directors after due and careful enquiry and have been duly reviewed by the Reporting Accountants.

Selling RestrictionsA description of these and certain other restrictions to which the Offer and sale of the Offer Shares are subject are set out in full in the section of this Prospectus entitled “Part One: Summary of the Offer - Selling Restrictions”

Potential investors should not assume that the information in this Prospectus is accurate as at any date other than the date of this Prospectus. No person is or has been authorised to give any information or make any representation in connection with the Offer and Listing, other than as contained in this Prospectus. Delivery of this Prospectus at any time after the date hereof will not under any circumstances, create any implication that there has been no change or that the information set out in this Prospectus is correct as any time since its date.The Offer does not constitute an offer to issue or sell, or the solicitation of an offer to subscribe for or buy, securities in any ju-risdiction in which such an offer or solicitation would be unlawful. The Offer consists of an offering outside the United States of America (the United States) of shares pursuant to Regulation S (Regulation S) under the US Securities Act 1933, as amended (the Securities Act). The Shares have not been, and will not be, registered under the Securities Act or qualified for sale under the laws of any state of the United States or under the applicable laws of the United Kingdom, Canada, Australia or Japan and, subject to certain excep-tions, may not be offered, sold, pledged or otherwise transferred in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S) or to any national, resident or citizen of the United Kingdom, Canada, Australia or Japan. Neither this document nor any copy of it may be sent to or taken into the United States, the United Kingdom, Canada, Australia

or Japan nor may it be distributed to any U.S. person.

Supplementary ProspectusIf, prior to the Listing of the Shares, a significant new development occurs in relation to the information contained in this Prospec-tus or a material mistake or inaccuracy is found in this Prospectus that may affect the assessment of the Company, a supplement to this Prospectus will be published.Statements contained in any such supplement (or contained in any document incorporated by reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise), be deemed to modify or supersede statements contained in this Prospectus or in a document that is incorporated by reference in this Prospectus. Any

statements so modified or superseded shall not, except as so modified or superseded, constitute a part of this Prospectus.

Forward looking StatementsThis Prospectus contains forward-looking statements relating to the Company’s business. These forward-looking statements can be identified by the use of forward-looking terminology such as believes, expects, may, is expected to, will, will continue, should, would be, seeks or anticipates or similar expressions or the negative thereof or other variations thereof or comparable terminol-ogy, or by discussions of strategy, plans or intentions.

These statements reflect the current views of the Company with respect to future events and are subject to certain risks, un-certainties and assumptions. Many factors could cause the actual results, performance or achievements of the Company to be materially different from the future results, performance or achievements that may be expressed or implied by such forward-looking statements. Some of these factors are discussed in more detail under Risk Factors. Should one or more of these risks or uncertainties materi-alize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Prospec-tus as anticipated, believed, estimated or expected.The Company does not intend, and does not assume any obligation, to update any industry information or forward looking state-

ments set out in this Prospectus.

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2010 Prospectus

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CONTENTSTABLE OF CONTENTS

PART 1

PART 2

PART 3

PART 4

PART 5

PART 6

PART 7

PART 8

APPENDIX I

APPENDIX II

APPENDIX III

APPENDIX IV

APPENDIX V

APPENDIX VI

APPENDIX VII

APPENDIX VIII

APPENDIX IX

APPENDIX X

APPENDIX XI

One

Two

Three

Four

Five

Six

Seven

Eight

One

Two

Three

Four

Five

Six

Seven

Eight

Nine

Ten

Eleven

Advisors to the OfferLetter from the Minister of Finance and Economic PlanningLetter from the ChairmanMission and ValuesAwards and AchievementsOffer Timetable and StatisticsDirectors and Corporate Information

Summary of the Offer & Company

Risk Factors & Management

Industry & Macro Economic Overview

Overview of BRALIRWA

Shareholders, Directors, Key Management & Employees

Statutory & General Information

Procedures For & Terms & Conditions of Application

Directors Report

APPENDICES

Legal Opinion

Accountants’ Report

Reporting Accountants’ Report on Management Accounts as at 30June 2010

Reporting Accountants’ Report on Profit Forecast

Extracts of the Articles of Association

Terms and Definitions

Form of Guarantee

Form of Central Securities Depository (CSD) Form 1R

Form of Central Securities Depository (CSD) Form 5R

Form of Application Form

Directory of Authorized Selling Agents

01030405060708

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2010 Prospectus

ADVISORS TO THE OFFER

LEAD TRANSACTION ADVISORMBEA Brokerage Services (Rwanda) S.A.

[RC No.A076/08/KIG]39 Avenue de la Paix

B.P. 3492Kigali, RWANDA

Tel: +250 255 101383 / +250 255 105197 / +250 252 570708Fax: +250 252 510120Email: [email protected]: www.mbea.net

CO-TRANSACTION ADVISORRenaissance Capital (Kenya) Limited

Purshottam Place, 6th FloorWestlands Road, Chiromo

P.O. Box 40560-0100,Nairobi, KENYA

Tel: +254 20 368 2329Fax: +254 (20) 368 2339

Web: www.rencapkenya.com

LEAD SPONSORING BROKER CO-SPONSORING BROKERDyer & Blair Securities Rwanda Limited[RC No. 112/08/KGL]3rd Floor, Chadel BuildingAvenue des Mille CollinesP.O. Box 5292Kigali, RWANDA

Tel.: +250 782 498 750Email: [email protected]: www.dyerandblair.com

African Alliance Rwanda Limited[RC No. A5A7/07/KIG]

Centenary House, 6th FloorAvenue de la Paix

P.O. Box 638Kigali, RWANDA

Tel.: +250 785 694490Email: [email protected]

Web: www.africanalliance.com

REPORTING ACCOUNTANTSPricewaterhouseCoopers Rwanda Limited

[RC No. 2664/09/NNL]Blue Star House, 5th Floor

Boulevard de l’Umuganda, KacyiruP.O. Box 1495

Kigali, RWANDA

Tel: +250 252 588 203/4/5/6Email: [email protected]

Web: www.pwc.com AD

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LEGAL ADVISORS / TRANSACTION LAWYERSK-Solutions & Partners[RC No. A317/07/KIG]Rue Masaka, n°1Rugunga –KiyovuP.O. Box 4062Kigali, RWANDA

Tel: +250 788 300926 / 250 788 300973Email: [email protected]: www.ksolutions-law.com

Muriu, Mungai & Co (MMC) AdvocatesGround Floor, Britak CentreMara / Ragati Road, UpperhillP.O. Box 75362-00200,Nairobi, KENYA

Tel: +254 20 2736332 / +254 20 2734472/3Email: [email protected]: www.wakili.com

LEAD RECEIVING BANKKCB Rwanda S.A

[RC No. 0093/08/Nyarugenge]Plot No. 1229 & 6404, Avenue de la Paix

P.O. Box 5620,Kigali, RWANDA

Tel: +250 252 570620/21Email: [email protected] / [email protected]

Web: www.kcbbankgroup.com

RECEIVING BANKSBanque Commerciale du Rwanda S.A.[RC No. A010/KIG]11 Boulevard de la RévolutionP.O. Box 354Kigali, RWANDA

Tel: +250 252 559 052/12Email: [email protected]: www.bcr.co.rw

Banque de Kigali (BK)[RC No. A019/KIG]6112, Avenue de la paixP.O. Box 175Kigali, RWANDA

Tel: +250 252 593100 / +250 0788143000Fax: +250 252 573461 / +250 252 575504Email: [email protected]: www.bk.rw

CENTRAL SECURITIES DEPOSITORY (CSD) REGISTRARSBanque Nationale du Rwanda (BNR)Avenue Paul VI- Kiyovu - NyarugengeP.O. Box 531Kigali, RWANDA

Tel: +250 25274282Email: [email protected]: bnr.rw

CDSC Registrars LimitedSource Oil Building, 2nd FloorPoids Round Road, Kigali

Tel: +250 725 346242/3/4Email: [email protected]: www.cdsckenya.com

COMMUNICATIONS ADVISORGR8 Public Relations Limited

[RC No. A018/06/KIG]B.P. 6969

City Plaza, 1st Floor, Airport Road, RemeraKigali, RWANDA

Tel: +250 788 312517

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2010 Prospectus

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LETTER FROM THE MINISTER OF FINANCE AND ECONOMIC PLANNING

Dear Prospective Investor,

On behalf of the Government of Rwanda, I am glad to launch the entry into a new era of de-velopment of our financial sector, where Government is offering 128,570,000 ordinary shares representing 25% shareholding in BRALIRWA to the public, through an Initial Public Offer (IPO).

BRALIRWA is the first domestic company to go public through the Rwanda Capital Market. It is indeed a legacy for BRALIRWA to go public soon after half a century anniversary of business in Rwanda. This historic offer is a culmination of Government efforts and determination to develop the capital market within the overall framework under the Financial Sector Develop-ment Program (FSDP) that was launched in 2007.

The development of the capital market in Rwanda is aimed at building the foundation for long term capital formation and access to long term financing by both private and public sectors. Access to long term capital will become a reality when the culture of wide spread ownership of shares and other financial assets becomes a norm among the population. It is for this rea-son the Government identified the capital market as a channel for long term savings mobiliza-tion and an opportunity to promote public ownership through the privatization programme.

BRALIRWA is one of the most profitable companies in Rwanda today. During the FY 2009, the Company reported gross revenue (including excise duty) of over RwF 71 billion and a statutory net profit of over RwF 6 billion. The Company has consistently paid dividends and for a long time has been the largest taxpayer in Rwanda, contributing approximately 12% of domestic tax revenue for FY 2009.

The Government is giving an opportunity to the public to participate in the success of a well managed and financially sound company.

From a global perspective, AFRICA is now emerging to be a favourite destination for interna-tional capital due to prospects for high returns on investment. This Initial Public Offer (IPO) which is open to both domestic and international investors, will go a great length towards connecting the international portfolio investors to Rwanda, and indeed, enabling Rwanda to tap into the international financial markets.

This Prospectus sets out the details of the Offer and the Listing of BRALIRWA Shares on the Rwanda Stock Exchange (RSE). I urge all potential investors to take interest and read the full Prospectus to understand the potential rewards and risks related to investing in BRALIRWA.

I wish to notify all potential investors that buying BRALIRWA shares is investing in the cultural heritage of Rwandan community. I finally wish BRALIRWA and the Rwanda Capital Market a successful IPO.

John RWANGOMBWAMINISTER

LETTER FROM THE CHAIRMAN Dear Prospective Investor,

It is with great pleasure that we join the Government of the Republic of Rwanda in facilitating the offer-ing to the public of BRALIRWA shares as part of the Government’s Privatisation Programme.

The journey started over a year ago and has now culminated in the opening of the Offer comprising the offer for sale by the Government of the Republic of Rwanda of 128,570,000 shares to the public.

The Board of Directors that I represent is very proud that BRALIRWA will be the first Rwandan Company which is going to be listed and traded on the Rwanda Stock Exchange.

BRALIRWA, which is a part of the Heineken Group, is a proudly Rwandan company with roots in the country that date back over 50 years to 1959 when the Company’s flagship Rwandan beer brand, Primus, was first produced in Gisenyi. We have since grown into one of the largest companies in Rwanda.

We seek to play a key part throughout Rwandan society through the application of our core values to our business:

• Passion for Quality• Enjoyment for Life

• Respect for the People, Society and Environment These values are based on BRALIRWA’s passion for quality beverages and its constant respect for its employees, business partners, customers, shareholders and other stakeholders. These values help to define the corporate culture and working methods within our organization. The embracing of these values, has led to exemplary performance in various areas of the Company’s operations, in particular financial management and performance.

The Company has reported consistently strong financial and operating results year after year and ex-pects the trend to continue as the local economy expands. net revenue, EBITDA, EBIT and net profit have recorded CAGRs of 16.2%, 32.1%, 41.0% and 55.7% respectively for 2007 – 2009. In addition, EBITDA margins have expanded from 21.4% in 2007 to 27.7% in 2009.

The Company is continually striving to do business through a proactive and innovative approach to both the society and environment around it. BRALIRWA and its brands have become an integrated part of the Rwandan society, resulting in strong brand recognition and a nationwide foot print. A diverse spectrum of the population enjoy our brands on a daily basis from the young Coca Cola drinkers to the more mature beer drinkers.

BRALIRWA has received numerous independent awards and international recognitions over the years, the most notable being:

• the RDB award for Best Rwandan Manufacturer in 2009;• the Rwanda Development Board (RDB) Gold Investor Award, recognizing it as the best investor

in Rwanda in 2008;• the RDB Award for best creator of forward and backward linkages with small and medium

enterprises in 2008; and,• recognition of the Company’s HIV programme by the Global Business Coalition in New York in

2008.Supported by our values, our products, and most of all by our employees, we are confident that BRA-LIRWA has a bright future, and we would like you to participate to its success. For the first time in our history, the people of Rwanda can be a part of the BRALIRWA story by investing in the Company through the purchase of Offer Shares.

This Prospectus sets out the details of the Offer and the Listing of BRALIRWA Shares on the Rwanda Stock Exchange. Please read the Prospectus in full to obtain a better understanding of the opportunity to join us.

We look forward to welcoming you as a shareholder in BRALIRWA.

Jean Paul VAN HOLLEBEKECHAIRMANLE

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2010 Prospectus

MISSION AND VALUES

Mission

The Company’s mission is “To become a world class sustainable beverage producing company in Rwanda with high quality brands that satisfy needs and give enjoyment to our consumers, while respecting our people, society and environment we live in”.

Values

BRALIRWA’s three core values are derived from its parent company’s (Heineken N.V.) values, being Respect, Enjoy-ment and Passion for Quality. The values are based on the Company’s passion for quality beverages and its constant respect for its employees, business partners, customers, shareholders and all others who are connected to the Com-pany. The values help to define the corporate culture and working methods within the organization.

The Core values are:

Passion for QualityAs a subsidiary of Heineken N.V. and license holder of The Coca-Cola Company, BRALIRWA ensures that everything it does or produces is of a high quality. BRALIRWA continually aims to obtain and maintain its internal and external quality standard (e.g. ISO). This is not only reflected in its products and brands, but also in other activities such as the social and employment policies. In BRALIRWA there is a belief that being a ‘quality’ employer and investing in employees creates benefit and value for the Company and its reputation but also for all of the Company’s stakehold-ers.

Enjoyment for lifeBRALIRWA participates in making life more enjoyable by producing high quality beers and sparkling beverages and marketing them responsibly through innovative sponsorships, advertising and countrywide promotions. BRALIRWA sponsorship portfolio, which spans sports, music and arts includes many positive events that contribute to the enjoy-ment of many. The enjoyment for life is also reflected in the working life and atmosphere within the Company.

Respect for People, Society and the Environment we live inAs an integral part of the local and global communities in which it operates, BRALIRWA is very respectful of the laws and regulations of the countries where it is active and it also pays attention to different cultures and to environmen-tal preservation. BRALIRWA is a good corporate citizen and feels the responsibility to be fully integrated, in a sustain-able way, in the society in which it operates.

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AWARDS AND ACHIEVEMENTS

BRALIRWA has played a clear leadership role in Rwanda and has enjoyed the following accolades in re-cent years:

2004 First Company in Rwanda to be ISO certified. (Universal Quality Audit)

2004 Obtained HACCP Certificate

2006 Voted as the best Corporate Company in Rwanda

2008 The Company’s HIV Programme was internationally recognized by Global Business Coalition in New York

2008 Voted the second most respected Company in Rwanda

2008 Chosen as the Rwanda Development Board (RDB) Gold Investor Award, recognizing it as the best investor in Rwanda

2008 Won the RDB Award for best creator of forward and backward linkages with Small and Medium Enter-prises

2009 Won award of excellence for high and timely tax payments in 2008

2009 Obtained ISO 22000 Standard Certificate

2009 Won RDB award for Best Rwandan Manufacturer

2009 Won The Coca-Cola Company Golden Award for Quality and Performance

2009 Celebrated its Golden Jubilee (50 years)

2010 Obtained ISO 14001:2004 Environment Management System Certificate Obtained OHSAS 18001:2007 Occupational Health and Safety Management System Obtained ISO 9001:2008 Quality Management Systems

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2010 Prospectus

OFFER TIMETABLE AND STATISTICS

Offer Timetable

Offer Timetable Opening of the Offer 12:00 pmTuesday 23 November 2010

Close of Offer Period 6:00 pmFriday 17 December 2010

Announcement of Offer and allottment results

Tuesday 18 January 2011

Last date for payment of allotted Offer Shares of Applicants who submitted bank guarantees.

Thursday 20 January 2011

Dispatch of CDS Statements and refund cheques to the Authorised Selling Agents listed in Appendix XI of this Prospectus

Monday 24 January 2011

Admission to Listing, and commence-ment of trading of the Shares, on the Rwanda Stock Exchange

Monday 31 January 2011

The Offer Timetable and, in particular, the Offer Period is subject to amendment and extension if agreed by the GoR, BRALIR-WA, the CMA and the RSE/ROTC. Any such amendment or extension will be announced publicly through a press advertise-ment.

Offer Statistics

Offer Sta-tistics

Offer Price per Offer Share RwF 136

Par value of each Offer Share RwF 0.75

Authorised share capital of the Company RwF 385,713,750

Total number of issued shares 514,285,000

Total number of Offer Shares RwF 128,570,000

Gross Proceedes of the Offer RwF 17,485,520,000

Net profits for the twelve (12) month period ended 31.12.2009 RwF 6,589,119,000

Dividend paid for the twelve (12) month period ended 31.12.2009 RwF 6,330,166,000

DPS for the twelve (12) month period ended 31.12.2009* RwF/share 12.31

EPS for the twelve (12) month period ended 31.12.2009* RwF/share 12.81

Implied dividend yield based on the DPS for the twelve (12) month period ended 31.12.2009

9.1%

Implied PE (historical) based on the EPS for the twelve (12) month period ended 31.12.2009

10.6x

Forecast full year net profits as at 31.12.2010 RwF 8,143,000,000

Forecast EPS as at 31.12.2010 RwF/share 15.83

Implied PE as at 31.12.2010 based on the Forecast EPS 8.6x

*Based on total number of issued shares of 514,285,000

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DIRECTORS AND CORPORATE INFORMATION

For more information about the Directors, please refer to Part 5 of this Prospectus.

Mr. Jean Paul VAN HOLLEBEKE (Belgian)ChairmanP.O. Box 28, 1000 AA AmsterdamTHE NETHERLANDS

Mr. Thomas Arie DE MAN (Dutch)Non-Executive DirectorP.O. Box 28, 1000 AA AmsterdamTHE NETHERLANDS

Mr. Pierantorio COSTA (Italian)Non-Executive DirectorP.O. Box 510Kigali, RWANDA

René VAN DER GRAAF (Dutch)Non-Executive DirectorBoulevard du 1er NovembreP.O. Box 540Bujumbura, BURUNDI

Mr. George GAKUBA (Rwandan)Non-Executive DirectorP.O. Box 1028 Kigali, RWANDA

Mr.James KAMANZI (Rwandan)Vice ChairmanP.O. Box 6239Kigali, RWANDA

Mr. Lazare NZORUBARA (Burundian)Non-Executive Directorc/o P.O. Box 131Kigali, RWANDA

Mr. John NYOMBAYIRE (Rwandan)Non-Executive DirectorP.O. Box 2635Kigali, RWANDA

Ms. Chantal MUBARURE (Rwandan)Non-Executive DirectorP.O. Box 6238Kigali, RWANDA

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Current Directors of BRALIRWA

2010 Prospectus

INFO

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NCorporate Information

Registered Office

Company Secretary

Lawyers

Principal Bankers

Auditors

Brasseries et Limonaderies Du Rwanda Kicukiro : P.O. Box 131 Kigali, RWANDA

Tel: +250 252 587200 / 582993E-mail: [email protected]: www.bralirwa.com

Mr. Eugène TWAHIRWABRALIRWAP.O. Box 131 Kigali, RWANDA

MHAYIMANA Isaie & AssociesB.P 713Kigali, RWANDA

Access Bank Rwanda LimitedUTC Building, 3rd Floor Avenue de la Paix 1232P.O. Box 2059 Kigali, RWANDA

Banque Commerciale du Rwanda S.A. (BCR)11 Boulevard de la RevolutionP.O. Box 354 Kigali, RWANDA

Ecobank Rwanda S.A.Plot 314, Avenue de la PaixB.P 3268 Kigali, RWANDA

Compagnie Générale de Banque (COGEBANQUE) S.A.B.P.5230 Kigali, RWANDA

Fina Bank S.A.20 Boulevard de la RevolutionP.O. Box 331 Kigali, RWANDA

Banque Populaire du Rwanda S.A. (BP)32 Avenue de l ArmeeB.P. 1348 Kigali, RWANDA

Banque de Kigali S.A. (BK)53, Avenue du CommerceB.P. 175 Kigali, RWANDA

KCB Rwanda SAAvenue de la paix P.o.Box 5620 Kigali, Rwanda

KPMG Rwanda Ltd (2010)1 Omega Building Boulevard de l’OUAP.O. Box 6755 Kigali, RWANDA

KPMG Accountants N.V. (2008 & 2009) 2 Laan van Langerhuize 11186 DS Amstelveen Amsterdam, THE NETHERLANDS

Angelique KANTENGWAc/o BRALIRWA P.O. Box 131 Kigali, RWANDA

KPMG Réviseurs d’Entreprises SCRL (2007) 3Bourgetlaan 40Brussels 1130 Brussels Area, BELGIUM

1Auditor for the year 2010 2Auditor for the year 2008 & 2009 3Auditor for the year 2007

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PART ONESUMMARY OF THE OFFER & COMPANY

2010 Prospectus

PART ONE: SUMMARY OF THE OFFER & COMPANY

Important Notice:This section is not intended to and does not provide full information for prospective investors intending to apply for the Offer Shares offered pursuant to this Prospectus. This Prospectus should be read and considered in its entirety.

A. THE OFFER

Legal Status of the Company

BRALIRWA is a public limited liability company incorporated in the Republic of Rwanda under the Companies Act and is domiciled in Rwanda. It was incorporated as Brasseries et Limonaderies du Rwanda S.A.R.L. (BRALIRWA) in 1963 as a company engaged in the production and distribution of beer. Prior to 1963, the brewery operations were owned by Brasseries, Limonaderies et Malteries Africaines S.A.R.L. (BRALIMA). Construction of the Company’s brewery at Gisenyi started in 1957, with the first bottle of beer produced there in 1959.

On 24 May 1996, the Company was converted into a public limited liability company.

At an Extraordinary General Meeting (EGM) held on 09 June 2010, the shareholders of BRALIRWA approved the new Articles of Association of the Company that were required to be adapted to make it compliant with the Companies Act, and converted the Company from BRALIRWA S.A. to BRALIRWA Limited.

Legal basis of the Offer

In accordance with the GoR’s policy of privatizations / divesting its ownership in public enterprises, the 30% of the total issued share capital in BRALIRWA owned by the Government is being divested through a combination of a sale of 5% of the total issued and paid up share capital of the Company to Heineken International B.V., the majority shareholder, and the sale of 25% of the total issued share capital of the Company to the public pursuant to the Offer.

At a Board meeting held on 11 November 2010, a resolution was passed by the Directors to approve the Prospectus that is the Subject of the Offer for Sale of 128,570,000 ordinary Shares to the Public by the GoR.

On 11 November 2010, a special shareholders’ meeting was held and the said shareholders resolved that the Com-pany’s 102,857 authorized and issued Shares with a nominal value of RwF 3,750, be split by a ratio of 5000:1, thereby increasing the authorized and issued shares capitalised to 514,285,000 Shares with a nominal value of RwF 0.75. The shareholders further resolved to approve the listing of the Company on the RSE/ROTC.

Reasons for Privatization/Divestiture by the Government of Rwanda (GoR)

It is the GoR’s objective to encourage private equity investment amongst the citizenry of Rwanda, and to promote the development of the local capital markets. The specific objectives of GoR’s privatization/divestiture programme include:

• To reduce the shares held by the government in public companies, thus alleviating the financial burden on its resources (through the elimination of subsidies and state investments) and reducing its administrative obligations in these enter-prises;

• To attract foreign investment in Rwanda and the accompanying transfer of technology and knowhow; and• Developing and promoting Rwanda’s capital markets. PA

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Number of Shares on Offer

The GoR is offering for sale 128,570,000 Offer Shares at a Price of RwF 136 per share. This constitutes 25% of the existing issued and paid up share capital of the Company.

Status of the Shares

The Offer Shares rank pari passu in all respects with other existing issued Shares, including the right to participate in full in all dividends and/or other distributions declared in respect of such share capital upon allotment of the Offer Shares to an Applicant.

The Offer Shares will be freely transferable and will not be subject to any restrictions on marketability or any pre-emptive rights on transfer.

The GoR has approved the Offer through a Cabinet decision dated 27 October 2010, and no objection has been raised by the Heineken Group in respect of the Offer.

Structure and Allocation of the Offer

GoR is offering to the public 128,570,000 ordinary shares comprising 25% of the issued share capital of BRALIRWA. In order to strike a balance between retail and institutional investors as well as local and international investors the Offer is structured into two main pools, Domestic and International. The Domestic Pool consists of four sub-pools (Retail, Employees and Distributors, Rwandan Qualified Institutional Investors and EAC Qualified Institutional Inves-tors).

30% of the Offer has been earmarked for the International Pool and the balance of 70% of the Offer Shares for the Domestic Pool. Within the Domestic Pool the proposed split is 35% of the Offer for Retail Investors, 5% for Employ-ees and Distributors, 15 % of the Offer for Qualified Institutional Investors (“QII”) in Rwanda and 15% of the Offer for QII in EAC.

Eligibility to the pools and sub-pools

The following describes who is eligible to participate in each of the pools and the sub pools

Domestic Pool This pool consists of the following sub-pools and gives a description of who is eligible to participate in each of these sub-pools:

Retail Investors – a natural person who is a citizen or resident of Rwanda or a citizen of any other East African Com-munity Partner State (Kenya, Uganda, Tanzania and Burundi) or any company or other body corporate incorporated or established under the laws of Rwanda or any other East African Community Partner State. Notwithstanding the above, a company or other corporate entity meeting the requirements set forth above that is formed for the pur-pose of participating in the Domestic Pool shall not be eligible to participate in the Retail Pool unless all of its shares or other ownership interests are directly and indirectly owned by individuals meeting the requirements described under Retail Pool or other entities meeting the requirements described above, including this sentence. A company or other corporate entity will be deemed to have been incorporated for purposes of participating in the Domestic Pool if it was incorporated after 1st January 2010. Priority in allocation of the shares in this pool will be given to Rwandan nationals in the manner more specifically set out under the section “Allotment Policy” below;

Employees and Distributors – For purposes of eligibility to this sub-pool, Employees shall mean any one with a contract of employment with the Company or any cooperative set up by such persons and Distributor shall mean any one with a valid distribution contract with the Company;

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2010 Prospectus

QIIs in Rwanda – For purposes of eligibility to the Domestic Pool, QIIs in Rwanda shall mean any Institutions regulated and licensed by a regulator established under the laws of Rwanda and Institutional collective investment vehicles be-ing pools of funds set up by members of an established institution or profession. These include licensed Investment Banks, licensed Insurance companies, cooperatives, institutional retirement schemes and the National Social Security Fund (NSSF) of Rwanda; and

QIIs in the other EAC Partner States (that is excluding Rwanda) – For purposes of eligibility to the Domestic Pool, QII shall mean any Institutions regulated and licensed by a regulator established under the laws of the EAC partner states including Insurance companies regulated and licensed by the insurance industry regulators, collective investment ve-hicles and investment banks regulated and licensed by the capital markets regulators, retirement schemes regulated and licensed by the regulators for the retirement benefits industry, statutory retirement benefit schemes in the EAC partner states namely: Institute Nationale de Securite Social (INSS) of Burundi, National Social Security Fund (NSSF) of Uganda, National Social Security Fund (NSSF) of Tanzania and National Social Security Fund (NSSF) of Kenya.

International Pool

This pool will comprise institutional investors outside the East Africa Community Partner States, if it is permissible under the laws of their residency or location for them to receive the Prospectus and participate in the Offer and provided that the Offer to such entity complies with the selling restrictions set out in the section headed Selling Re-strictions.

Table 1a: The table below gives a summary of the eligibility to the pools and sub-pools and Offer Structure & Allocation.

POOL SUB-POOL NUMBER OF SHARES ALLOCATION %

Domestic Pool Retail Investors – as described above 44,999,500 35%

Employee & Distributors – as described above 6,428,500 5%

QII Rwanda – as described above 19,285,500 15%

QII EAC - as described above 19,285,500 15%

International Pool as described above 38,571,000 30%

TOTAL OFFER 128,570,000 100%

Employee Offer / Distributors Offer

6,428,500 Shares, representing 5% of the Offer Shares in the Domestic Pool, have been reserved for the Employees and distributors of the Company by the GoR at the Offer Price of RwF 136.

Minimum number of Shareholders

A minimum number of shares or of shareholders is not a requirement of the Prospectus Instructions. However, the CMAC guidelines to listing equities state that in order to achieve a listing on the ROTC, a company must have a mini-mum of 50 shareholders as a prerequisite.

Minimum number of Offer Shares per Application

An application for Offer Shares must be at a minimum number of 100 Offer Shares and thereafter in multiples of 100 Offer Shares.

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Stock Exchange Listing

Approval of the Offer and the Listing has been received from the CMAC and permission for the Listing has been re-ceived from the RSE/ROTC, subject to procuring a minimum number of 50 shareholders holding in aggregate at least 25% of the total issued shares of BRALIRWA.

It is expected that trading in the Shares will commence on or about Monday, 31 January, 2011.Shares will be electronically credited to successful Applicant’s CSD Accounts.

Extension of the Offer

Any extension of the Offer Period will be subject to approval of the GoR, the BoD, the CMAC and the ROTC.

Application of Proceeds

The proceeds arising from the Offer will accrue to the GoR, from which all expenses of the Offer will be paid.

Underwriting

The possibility of underwriting the Offer is being explored by the GoR. In the event that the Offer is fully or partially underwritten, the public will be informed by way of a Supplementary Prospectus

Allotment Policy

The responsibility for allotting the Offer Shares lies with the GoR, the BRALIRWA Board of Directors and the Lead Transaction Advisors. Where valid applications for Offer Shares received in any pool or sub-pool are equal to or less than the Offer Shares allocated to that pool or sub-pool respectively, the applicants will be allotted the Offer Shares applied for in full.

Where there is an oversubscription in the retail sub-pool, priority will be given to Rwandan citizens for up to 60% of the Offer Shares allocated to the retail sub-pool.

For other categories of investors for the other sub-pools (except the Employees & Distributors sub-pool) and the International Pool, the following allotment policy will apply:

• If the total number of Offer Shares applied for is less than the total number of Offer Shares allocated to a particular pool or sub-pool, the Offer Shares not taken up will be allocated to any oversubscribed sub-pool or pool; and

• • If the total number of Offer Shares applied for is more than the total number of Offer Shares allocated to a particular

pool or sub-pool, Applicants will be allocated 100 Offer Shares in the first instance and thereafter in multiples of 100 Offer Shares on a pro rata basis, rounded down to the nearest 100 Offer Shares, until all Offer Shares in a pool or sub-pool, are fully exhausted.

If the results of the subscription for the Offer Shares make the above policy impractical, then an amendment to the allocation policy shall be made with the approval of the CMAC, the GoR and the BoD, and such amendment will be announced within 24 hours of the grant of such approval.

The Lead Transaction Advisor, the GoR and the Directors of the Company reserve the right to accept or refuse any application in their sole or discretion, either in whole or in part, or to accept some applications in full and others in part, or to abate any or all applications in such manner as they may determine. All irregular or suspected multiple applications will be rejected.

The Lead Transaction Advisors will notify the CMAC of the allotment results as approved by the GoR and BoD, and announce the same by advertisement in the press within 21 days of the Closing Date.

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2010 Prospectus

Refunds Policy

In the event of an oversubscription, all Applicants that have not been allotted in full the number of Offer Shares ap-plied for will be refunded an amount equivalent to the value of the Offer Shares not allotted. The refunds shall be by way of cheques from the Receiving Banks no later than 30 working days after allotment. The refund cheques will be available at the Authorised Selling Agent (ASA) where an Applicant submitted their Application Form.

Any refunds to EAC nationals outside of Rwanda and International Investors, with the exception of QIIs and Interna-tional Investors who submitted bank guarantees, will be made by way of electronic funds transfer in the foreign cur-rency selected by the Applicant in the Application Form, at the cost of the respective Applicant and at the prevailing exchange rate at the time of refund specified by the Receiving Banks.

Status of Applicant

Every Applicant is required to complete the declaration on the Application Form declaring, as the case may be, the Applicant’s pool or sub-pool to which the Applicant is eligible with documentation supporting such eligibility.

Application ProceduresThe summarized procedures below should be read in conjunction with the detailed instructions for applying for shares as contained in part seven of this Prospectus, “Procedures for, and Terms and Conditions of, Application and Allotment” and the instructions on the Application

Form.

Copies of this Prospectus, together with the Application forms and CSD account opening forms CSD 1R, may be col-lected during normal working hours (except Sundays and public holidays) until 6:00pm between Tuesday 23 Novem-ber 2010 and Friday 17 December 2010 from the ASAs listed in Appendix XI of this Prospectus.

Applications may be made only on the relevant Application Form attached to this Prospectus (whether or not printed as a separate document). Each Application Form must be accompanied by cash, or a valid banker’s draft/cheque or bank guarantee drawn on a licensed operating bank in Rwanda, for the full amount payable for the Offer Shares ap-plied for by the Applicant. In the case of banker’s cheques, payments should be made in favour of:

Table 1b: Initial Public Offer Accounts

BANK ACCOUNT No.

KCB Rwanda S.A. BRALIRWA – INITIAL PUBLIC OFFER RwF ACCOUNT No. 4400388425

Banque Commerciale du Rwanda S.A. BRALIRWA – INITIAL PUBLIC OFFER RwF ACCOUNT No. 8888884-16-94

Banque de Kigali S.A. BRALIRWA – INITIAL PUBLIC OFFER RwF ACCOUNT No. 0318669-57

The completed Application Form, together with the necessary cash, or banker’s draft/cheque or bank guarantee, should be submitted to any of the ASAs by 6:00pm on Friday 17 December 2010. In the case of bank guarantees these should be in the format set out in Appendix VI of this Prospectus.

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Rejections PolicyPlease refer to part seven of this Prospectus for the detailed application procedures.

Late applications will not be considered and personal cheques will not be accepted.

Although the Prospectus may be collected at any of the addresses indicated in Appendix XI of this Prospectus, ac-ceptance of the application will only be considered if received by any of the Authorized Selling Agents. Accordingly the Lead Transaction Advisors, the GoR and BRALIRWA will accept no responsibility for any applications that are, or may be, misdirected.

Applications shall be rejected if full value is not received. It is not sufficient to merely present a cheque for the full amount payable.

Applications will also be rejected for the following reasons:

• Missing CSD 1R account opening form;• Missing or illegible name of primary or joint Applicant in any Application Form;• Missing or illegible identification number;• Missing or illegible address (either postal or street address);• Missing residence and citizenship indicators (for primary Applicant in the case of an individual) or missing residency for

tax purposes for corporate investors;• Insufficient documentation is forwarded including missing tax exemption certificate copies for companies that claim to

be tax exempt;• Missing or inappropriately signed Application Form;• Number of Offer Shares does not comply with the rules as set out in the Prospectus;• Amount as payment for number of Offer Shares applied for is less than the correct calculated amount;• Authorised Cheque has unauthenticated alterations; and• Cheque is not signed, or dated or if amount in figures and words do not tally.

Selling Restrictions

Each of the following selling restrictions (a) to (e) apply equally to the Domestic Pool and to the International Pool.

Generala. Each of the Authorised Selling Agents and the Transaction Advsiors has acknowledged to the GoR that no action has

been or (except to the extent indicated in sub-paragraph (b)) will be, taken in any jurisdiction by any of the Authorised Selling Agents, the Transaction Advisors or the GoR that would permit a public offering of the Offer Shares, or possession or distribution (in electronic form or hard copy form) of the Prospectus (in preliminary or final form) or any other offering or publicity material relating to the Offer Shares, in any country or jurisdiction where action for that purpose is required. Each Authorised Selling Agent and the Transaction Advisors has undertaken that it will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Offer Shares or has in its possession or distributes (in electronic form or hard copy form) the Prospectus (in preliminary or final form) or any such other material, in all cases at its own expense.

b. Each of the Authorised Selling Agents and the Transaction Advisors has also undertaken to the GoR to ensure that no obligations are imposed on the GoR, BRALIRWA, any Authorised Selling Agent or the Transaction Advisors in any such jurisdiction as a result of any of the foregoing actions. The GoR, BRALIRWA and the Lead Transaction Advisors will have no responsibility for, and each Authorised Selling Agent and the Transaction Advisors will obtain, any consent, approval or permission required by it for, the acquisition, offer, sale or delivery by it of the Offer Shares under the laws and regula-tions in force in any jurisdiction to which it is subject or in or from which it makes any acquisition, offer, sale or delivery. No Authorised Selling Agent or the Transaction Advisors are authorised to make any representation or use any informa-tion in connection with the Offer and sale of the Offer Shares other than as contained in the Prospectus (in final form) or any amendment or supplement to it; and

c. The distribution (in electronic form and hard copy form) of this Prospectus and the Offer of the Offer Shares is restricted by law in certain jurisdictions. Persons into whose possession this Prospectus may come are required by the GoR to inform themselves about and to observe such restrictions. This Prospectus may not be used for or in connection with any offer to, or solicitation by, anyone in any jurisdiction or in any circumstances where such offer or solicitation is not authorised or is unlawful.

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2010 Prospectus

United StatesThe Offer Shares have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S.

United Kingdoma. No Offer Shares have been marketed to, or are available for subscription or purchase in whole or part by, the public in

the United Kingdom. This Prospectus does not constitute an offer or solicitation of an offer in the United Kingdom to subscribe for or buy any securities in BRALIRWA or any other entity; and

b. This Prospectus is being distributed only to, and directed only at, persons who have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“FPO”), who are high net worth entities falling within Article 49(1) of the FPO or other persons to whom the Prospectus may lawfully be communicated (each, a “relevant person”) and must not be acted on or relied on by any person who is not a relevant person. Any investment or investment activity to which this Prospectus relates and any in-vitation, offer or agreement to subscribe, purchase or otherwise acquire such investments or identify such other invest-ment activity is available only to relevant persons, will be engaged in only with relevant persons and must only occur in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 does not apply to the Company or the Offer. Any person who is not a relevant person should not act or rely on this document or any of its content.

South AfricaThis Prospectus does not constitute an offer for the sale of or subscription for, or the solicitation of an offer to buy and subscribe for, shares to the public as defined in the South African Companies Act, No. 61 of 1973 (as amended or otherwise). This Prospectus does not, nor is it intended to, constitute a prospectus prepared and registered under such Companies Act.

It may only be distributed in South Africa to:

a. banks, mutual banks or insurers acting as principal or those who are wholly owned subsidiaries of any such banks, mu-tual banks or insurers acting as agents in the capacity of authorised portfolio manager for a registered pension fund or as manager for a registered collective investment scheme as registered under the applicable South African legislation; and

b. addressees acting as principals who are willing to subscribe for Offer Shares to a value of at least ZAR 100,000, provided in either case that they are persons whose ordinary business, or part of whose ordinary business is to deal in shares, whether as principals or agents. Qualifying South African residents wishing to participate in the Offer should be aware that they may be required to comply with South African exchange control requirements and should seek advice from a person properly qualified to advise them if they are in any doubt as to what this may involve. Please note that neither the Company nor the GoR is responsible for obtaining any exchange control consents that any investor may need in order to participate in the Offer.

Canada, Australia and JapanThe Offer Shares have not been and will not be registered under the applicable securities laws of Canada, Australia or Japan. Each Authorised Selling Agent and the Transaction Advisors has represented and agreed that the Prospectus may not be distributed in, and the Offer Shares may not be offered or sold in Canada, Australia or Japan or to, or for the account or benefit of, any resident of Canada, Australia or Japan.

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B: SUMMARY OF COMPANY INFORMATION:

History and Background Information:

BRALIRWA is a public limited company by shares incorporated in the Republic of Rwanda under the Companies Act, and is domiciled in Rwanda (Code 100004348).

BRALIRWA’s story can be traced back to 1957, when a former Congolese company BRALIMA (Brasseries Limonaderies et Malteries Africaines) decided to establish a new brewery site in the Eastern region of the Belgian colonial territory. The Gisenyi (Rwanda) location was chosen as it was better able to supply both the eastern DRC and Rwanda markets due to its strategic location on the shores of the Lake Kivu. The construction work started in November 1957.

In 1959, BRALIMA started its operations with the production of the first Primus bottle. Primus was the only beer sold in the Rwandan market until 1987.

In 1960, BRALIMA, was converted from a Congolese company into a Belgian company.

In 1963, BRALIRWA S.A.R.L. was created and incorporated as a Rwandan company.

From 1971 to 1990, HEINEKEN N.V., the international brewer, acquired a majority equity stake (70%) in the Company. With the acquisition, the Company greatly improved its brewing process. The Company diversified into the sparkling beverages business in 1974 when it started to produce The Coca-Cola Company products (i.e. Coca-Cola, Fanta & Sprite) under license.

From 1976 to 1979, the State of Rwanda acquired a 30% equity stake in the Company.

The Company’s corporate history, business, and product portfolio has continued to evolve over the years with the production of its second beer Mützig, a local premium beer brand in 1987. In 1989, BRALIRWA started production of Guinness beer under license. In 1991, BRALIRWA started to import Heineken beer from the Netherlands.

In 1996, BRALIRWA was incorporated as a public company “BRALIRWA S.A.” (Reg No: RC 001/76), under the Laws of the Republic of Rwanda.

In 2001, the Company started importation of Amstel beer brand from BRARUDI in the Republic of Burundi, before it started local production of the beer in 2006.

The year 2007 marked the launch of Primus Ntoya in the 33cl bottle.

In 2008, the technical capacity at the brewery (Gisenyi) was increased with the installation of 5 additional fermenta-tion tanks and an upgrade of the bottling line to meet the demand.In 2009, BRALIRWA invested in a state-of-the-art Waste Water Treatment Plant in Kigali to meet the environmental requirements of the Heineken Group, The Coca-Cola Company, and the Government of Rwanda.

In 2009, the Company celebrated 50 years in existence and launched a new logo reflecting BRALIRWA’s energy and dynamism. In June 2010, BRALIRWA S.A. was converted into a Public Limited Company (PLC) by shares and registered with the Registrar General’s Office under the company code 100004348 pursuant to the Rwandan Law relating to Companies, and is domiciled in Rwanda.

In 2010, following its investments in production capacity, improved sales execution and intensified marketing activi-ties, the Company will record the highest sales volume ever in its history with an expected volume of at least 1.3 million hectoliters of beer and sparkling beverages.

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2010 Prospectus

Today, BRALIRWA is one of the largest companies and the highest taxpayer in Rwanda. The Company estimates that it has approximately 94% market share of the commercial beer market in Rwanda and 99% of the sparkling beverages market in Rwanda 4.

Shares and Share Capital

The Company’s authorized and issued share capital is RwF 385,713,750 which is divided into 514,285,000 Shares. The share capital structure of the Company as at the date of this Prospectus is as follows:

Table 1c: Share Capital TYPE OFCAPITAL

NUMBER OF SHARES

NOMINAL VALUE OF SHARES (RwF)

Authorised Capital 514,285,000 ordinary shares of RwF 0.75 each 385,713,750

Issued Capital* 514,285,000 ordinary shares of RwF 0.75 each 385,713,750*The CMAC Listing Rules for equities require that a company has a minimum paid up capital of RwF 500,000,000. The CMAC has given the Company a waiver for this requirement.

Stock SplitOn 11th November 2010, an EGM of the shareholders of BRALIRWA was held and the shareholders resolved that the Company’s 102,857 issued Shares with a nominal value of RwF 3,750, be split by a ratio of 5000:1, thereby increasing the issued shares to 514,285,000 Shares with a nominal value of RwF 0.75. The resulting share capital structure of the Company as at the date of this Prospectus is as illustrated in Table 1c above.

Ownership of SharesThere have been no changes in the percentage ownership of the shares in the Company held by any of its major shareholders during the past three years except for the sale and purchase of the Shares representing 5% of the issued Shares of the Company by the GoR to Heineken International B.V.

Company StructureBRALIRWA has two subsidiaries, BRAMIN S.A. a maize growing company and COGELGAS a gas methane production company. Details of its shareholdings are set out in Table 1d below. It also has a minority stake in Rwanda Develop-ment Bank.

Table 1d: Company StructureNAME SHAREHOLDING(%) PRINCIPAL ACTIVITIES

BRAMIN 50% Maize growing company

COGELGAS 62.5% Gas methane production

194 Source: BRALIRWA Company Research

Shareholding Structure before the OfferThe names of the shareholders of the Company and their respective holdings of issued and allotted share capital of the Company before the Offer are set out in the Table 1e below:

Table 1e: Shareholding Structure before the OfferSHAREHOLDER NUMBER AND CLASS OF SHARES PERCENTAG OF ISSUED

CAPITAL

Heineken International B.V. 205,740,000 ordinary shares 40%

Beleggingsmaatschappij Limba B.V. 179,975,000 ordinary shares 35%

The State of Rwanda 128,570,000 ordinary shares 25%

Total 514,285,000 Ordinary shares 100%

Both Heineken International B.V. and Beleggingsmaatschappij Limba B.V. are members of the Heineken Group. They are wholly owned subsidiaries of Heineken N.V.

There are no differences in the voting rights of the Shares. The holders of the Shares are entitled to one vote per Share at general meetings. The Offer Shares will rank pari passu with each other and with all other Shares with re-spect to voting rights and distributions.

On 11th November 2010, a Share Purchase Agreement was entered into by the GoR and Heineken N.V. pursuant to which the GoR agreed to sell 5% of the issued Shares of the Company, increasing the percentage holding of the Hei-neken Group in the Company’s shares to 75%.

Shareholding Structure after the OfferAfter the Offer for Sale, the shareholding of the Company is expected to be 75% held by members of the Heineken Group and 25% held by other shareholders acquiring Shares pursuant to the Offer.

Table 1f: Shareholding Structure after the OfferSHAREHOLDER NUMBER AND CLASS OF SHARES PERCENTAGE OF ISSUED

CAPITAL



Other Shareholders 128,570,000 ordinary shares 25%

Total 514,285,000 Ordinary Shares

Future Changes in shareholding StructureThe GoR, at a Cabinet meeting held on 27 October 2010, approved the sale of its shares in BRALIRWA such that its shareholding after the sale to Heineken International B.V. and the conclusion of the Offer is expected to be completely divested.

Heineken International B.V. and Beleggingsmaatschappij Limba B.V. have not disclosed to the Directors of the Com-pany of any current intention to dispose of any part of their 75% shareholding in the Company. There is therefore no arrangement currently known to the Company as a result of which there may be a change of control of the Company in the near future.

Principal Activities

The principal activities of the Company are the production, distribution and sale of beer and sparkling beverages. The Company has two production sites, a brewery and a sparkling beverages plant located in Gisenyi and a sparkling beverages plant located in Kigali. It produces a wide range of products, partly under licence, which include Primus, Mützig, Amstel, Guinness and Turbo King beers, while imports include Heineken beer. The sparkling beverage plants produce Vitalo Eau Gazeuse, and The Coca-Cola Company products under licence, including Coca-Cola, Fanta, Sprite and Krest Tonic. The Company also imports Coke Zero.

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2010 Prospectus

Material Litigation

There is no material litigation, arbitration, prosecution or other civil or criminal legal action in which BRALIRWA or its Directors as directors of BRALIRWA are involved and which may have a material effect on the business of the Com-pany.

Risk FactorsThe following is a summary of the risk factors that are specific to the Company and Industry and are material to investing in the Offer Shares

For a more detailed discussion of these factors prospective investors should refer to part two of this Prospectus.

Country and Industry Specific Risks:• Competition;• Economic and political environment;• Seasonal nature of the business;• Financial risk;• Regulatory risk;• Litigation risk; and• Contamination, counterfeiting or other circumstances could harm the integrity of customer support for BRALIRWA’s

brands and adversely affect the sales of those brands.

Company Specific Risks• Changes in consumer preferences or purchasing power;• Human resources risk;• Disruptions in supply of or price fluctuations for its major raw materials;• Environmental risk;• Operational risk;• Foreign exchange risk;• Legal uncertainties concerning contractual agreements;• Risks associated with the ordinary shares – Equity investment risk;• Settlement of the Offer Shares may take longer than expected; • There is no existing market for the Company’s shares and it is uncertain whether one will develop to provide sharehold-

ers with adequate liquidity;• Dependence on license agreements with the Heineken Group, Diageo and The Coca-Cola Company; and• The Company may not be able to fulfill its dividend policy in the future.

Summary of Financial InformationThe tables below shows extracts of financial information for the past 3 year financial years for the years ended 31 December 2007, 2008 and 2009. This information relates to BRALIRWA as a company only and excludes the results of Cogelgas and Bramin, the company’s subsidiary

and joint venture interests. These investee companies are not material to the group as a whole.

The terms used below have the following meaning wherever used:• EBITDA- Earnings before interest, tax, depreciation and amortization;• EBIT BNRI – Earnings before interest, tax, depreciation, amortization and non-recurring items;• EBIT- Earning before interest and tax; and• PBT- Profit before tax.

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Table 1g: Extracts from Income Statements

2009RWF MILLIONS

2008RWF MILLIONS

2007RWF MILLIONS

Gross revenue including excise duty

71,363 66,039 51,422

Net Revenue * 45,486 42,708 33,679

Gross profit * 18,383 16,026 13,293

Other income * 6,033 5,528 3,365

Total costs & expenses (14,423 ) (11,795) (11,865)

EBITDA 12,578 12,037 7,208

EBIT BNRI 11,135 9,416 3,944

EBIT 9,992 9,416 5,028

PBT * 9,679 9,187 4,792

Income tax expense * (3,090) (2,773 ) (2,074)

Total comprehensive income for the year *

6,589 6,413 2,718

The figures marked * are derived from the Reporting Accountant’s Report. Other financial information is extracted from the accounting

records of the Company

The following non-recurring (exceptional) items were recorded in BRALIRWA’s income statements:

Table 1h: Exceptional items2009

RWF MILLIONS2008

RWF MILLIONS2007

RWF MILLIONS

Exceptional items 1,143 (See note (i))

- (1,084)(See note (ii))

i. The 2009 exceptional expense of RwF 1,143 million relates to a settlement with the tax authorities in relation to a procure-ment tax dispute for years 2003 to 2009.

ii. The 2007 exceptional item relates to a reimbursement of expenses received from The Coca-Cola Company in relation to years 1997 to 2006.

Table 1i: Extracts from Balance Sheet2009

RWF MILLIONS2008

RWF MILLIONS2007

RWF MILLIONS

Total assets * 37,161 34,919 27,379

Total liabilities * 22,226 21,106 17,886

Share capital &reserves * 14,936 13,813 9,493

Capital expenditure 5,563 5,322 4,968 The figures marked * are derived from the Reporting Accountant’s Report. Other financial information is extracted from the accounting

records of the Company

Table 1j: Key financial ratios2009 2008 2007

EBITDA margin 27.7% 28.2% 21.4%

EBIT BNRI as % of revenue 24.5% 22.0% 11.7%

EBIT as % of revenue 22.0% 22.0% 14.9%

Net Profit margin 14.5% 15.0% 8.1%

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2010 Prospectus

Borrowings(For more information, please refer to the Reporting Accountants’ Report)

The Company’s Borrowings are short term in nature. They primarily arise from its need to finance its working capital requirements. As at 31 December 2009, the Company‘s borrowings were worth RwF 289 million.

Dividend & Dividend Policy

Over the years, BRALIRWA’s dividend policy has been to pay up to 100% of the Company’s distributable earnings for the year(as determined in the local statutory financial statements prepared under local GAAP), which is subject to the Board of Directors approval and the financial needs of the Company.

The following table sets out the dividends declared by BRALIRWA in respect of the years indicated:

Table 1k: Dividends declared (2007-2009)YEAR ENDED 31 DECEMBER DIVIDEND DECLARED (TOTAL)

RWF MILLIONSDIVIDEND PAY OUT RATIO

(% OF STATUTORY NET PROFIT)

2009 6,330 100%

2008 5,106 100%

2007 2,093 70%

An interim dividend of RwF 3 billion was declared and paid out to shareholders on the register of the Company as at 11 November 2010.

The profits used in computing the dividend payout ratios disclosed above are derived from the local statutory finan-cial statements of the Company which include different net profits from those disclosed in the Reporting Accountants Report. The net profit reported in the Reporting Accountants Report has been adjusted to comply with International Financial Reporting Standards (IFRS). A reconciliation between the net profit reported in the local statutory financial statements and the Reporting Accountants Report is included in Appendix 1 of the Reporting Accountants Report.

Going forward, the Board of Directors will determine the level of the dividend after taking account of the outlook of earnings growth, capital expenditure projections and the Company’s cash requirements.

Payment of any dividend in cash will be made in Rwandan Francs. Dividends will be paid either by cheque or auto-matically credited to the Shareholders account.

Dividend payments are subject to withholding tax of 15% for all investors.

Profit Forecast

See separate report (Appendix IV)

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PART TWORISKS FACTORS

2010 Prospectus

PART TWO: RISKS FACTORS

BRALIRWA is subject to various risks in its operations. Prior to making an investment decision prospective investors should carefully con-sider the risks factors set out below together with other information set out in this Prospectus before making a decision to invest in the Company

Although BRALIRWA believes that the risks and uncertainties described below are risks factors that are specific to the Company and to its in-dustry, and are material to investing in the Company, they are not only the only risks the Company faces. All these factors are contingencies which may or may not occur. Additional risks and uncertainties not presently known to the Company or that the Company deems immaterial may also have an adverse effect on the Company’s business results of operation or its financial condition

Prospective investors should review the entire document and form their own views before making an investment decision. They should also

consult their own financial, legal and tax advisors to carefully review the risks associated in investing in the Company

Country and Industry Specific Risks

CompetitionIncreased competition could affect BRALIRWA’s market share, business, operations or financial condition. For many years, the Company faced competition from imported products. From February 2010, the Company has faced ad-ditional competition when Brasserie des Mille Collines, a new brewery established in Rwanda, commenced opera-tions. This competition may affect the Company’s prospects, as increased competition and unanticipated actions by competitors or customers could lead to downward pressure on prices, which could have an adverse effect on the Company’s business, results of operation or its financial condition.

Economic and Political EnvironmentThe Company’s business is also affected by general financial, economic and external events beyond the Company’s control. Unfavorable economic and external conditions may impact negatively on the Company’s operations; in par-ticular demand for its products would decrease significantly as a result of such unfavorable conditions. The Com-pany’s market position and the demand for its products are to a certain extent, dependent upon the overall political, social and economic situation in Rwanda. Deterioration in any of those external factors could have an adverse effect on the Company’s business, results of operation or its financial condition.

Seasonal nature of the businessThe beverage industry is subject to seasonal fluctuations in demand. Deviations from the normal seasonal pattern could have an adverse effect on the Company’s business, results of operation or its financial condition

Financial RiskBRALIRWA is exposed to changes in tax and excise duty as well as changes in the laws that regulate business generally and the Company in particular. Any increases in absolute or relative terms, in any taxes and duties could affect the prices at which the products are sold, which in turn could have an adverse effect on the Company’s business, results of operation or its financial condition.

Regulatory RiskBRALIRWA’s operations are subject to extensive regulatory requirements which include those in respect of produc-tion, product liability, distribution, importation, marketing, promotion, labeling, advertising, labour, pensions and environmental issues. Changes in laws, regulations or government policy could cause BRALIRWA to incur material additional costs or liabilities that could adversely affect its business.

In addition, alcoholic beverage products are the subject of national import and excise duties whose rates are regularly increased in many countries around the world. An increase in import or excise duties could have a significant adverse effect on the Company’s business, results of operation or its financial condition, both through reducing overall con-sumption and by encouraging consumers to switch to lower taxed categories of alcoholic beverages.

Rwanda is undertaking an overhaul of its business laws as part of the exercise of harmonizing its laws with those of its EAC Partner States under the relevant treaty and protocols. In particular the draft Law relating to competition and consumer protection expands the regulatory framework in respect of competition and consumer protection. BRALIRWA has a significant market share in its sector, production and sale of beer and sparkling beverages.

PART TW

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There is a draft Law on modifying and completing the Law on Tax Procedures that proposes the retention of 20% of a company’s profit in a reserve fund for the payment of taxes subject to a cap of 10% of the company’s net assets. This may restrict the Company’s ability to deploy its capital in the execution of its strategy.

Amendments are proposed to the Internal Trade Law (2001) which regulates the sale of goods. The legislative over-haul of Rwanda’s Business Laws opens up the Company to Regulatory Risk, but also may have beneficial effects particularly in the areas of customs and excise duties, where the country has comparatively higher rates than other members of the EAC. The full extent of these changes will depend on the final content of the proposed laws.

Litigation Risk Companies in the alcoholic beverages industry are, from time to time, exposed to class actions or other litigation relating to alcohol advertising, product liability, alcohol abuse problems or health consequences from the misuse of alcohol, and BRALIRWA may be subject to litigation in the ordinary course of its operations. If such litigation results in fines, damages and/or reputational damage to BRALIRWA or its brands, which could have an adverse effect on the Company’s business, results of operation or its financial condition.

Contamination, counterfeiting or other circumstances that could harm the integrity or customer support for BRA-LIRWA’s brands and adversely affect the sales of those brandsThe success of BRALIRWA’s brands depends upon the positive image that consumers have of those brands, and contamination, whether arising accidentally, or through deliberate third-party action, or other events that harm the integrity or consumer support for those brands, could adversely affect their sales. BRALIRWA purchases most of the raw materials for the production and packaging of its products from third-party producers or on the open market. The Company may be subject to liability if contaminants in those raw materials or defects in the distillation, fermen-tation or bottling process lead to low beverage quality or illness among, or injury to, its consumers.

Company Specific Risks

Changes in Consumer Preferences or Purchasing PowerThe ability of the Company to launch successfully its new products and maintain demand for its existing products de-pends on the acceptance of these products by consumers, as well as the purchasing power of consumers. Consumer preferences may shift because of a variety of reasons, such as changes in demographic and social trends or changes in leisure activity patterns. For instance, younger drinkers tend to be less loyal to any brand or any type of drink than the previous generation of drinkers. Concerns about health effects due to negative publicity regarding alcohol consumption or other factors may also affect consumers’ purchasing patterns. If the Company does not respond ef-fectively to changes in consumer preferences, the Company’s business, results of operation or its financial condition may be adversely affected.

Human Resources RiskBRALIRWA’s operating results could be adversely affected by labour or skills shortages or increased labour costs due to increased competition for employees, high employee turnover or increased employee benefit costs. The Com-pany’s success is dependent on the capability of its employees. There is no guarantee that BRALIRWA would be able to continue recruiting, retaining and developing the capabilities it requires to deliver its strategy, in relation to sales, marketing and innovation within markets or in its senior management. The loss of senior management or other key personnel or the inability to identify, attract and retain qualified personnel in the future could have an adverse effect on the Company’s business, results of operation or its financial condition.

Disruptions in Supply of or Price fluctuations for, its major raw and packaging materialsThe raw materials that the Company uses for the production of its beverage products are largely commodities that are subject to price volatility caused by changes in global supply and demand, weather conditions, agricultural uncer-tainty and/or governmental controls. Commodity price changes may result in unexpected increases in the cost of raw materials, glass bottles and other packaging materials and BRALIRWA’s beverage products. The Company may also be adversely affected by shortages of raw materials and packaging materials. BRALIRWA may not be able to increase its prices to offset these increased costs without suffering reduced volume, sales and operating profit, which could have an adverse effect on the Company’s business, results of operation or its financial condition.

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2010 Prospectus

Environmental RiskBeing a manufacturing company, it may pose some risk to the environment in the form of by-products, industrial wastes and effluent discharge. This could see the Company face sanctions or other liability for damage caused to the environment, which could have an adverse effect on the Company’s business, results of operation or its financial condition.

Operational RiskThe Company’s manufacturing facilities are subject to operational risks including, equipment failure, accidents, en-ergy supply disruptions, bottlenecks in production processes, labour force shortages and natural disasters. Any disruptions in the operations of the Company could have an adverse effect on the Company’s business, results of operation or its financial condition.

Dependence on the Heineken Group, Diageo and The Coca-Cola CompanyMost of the Company’s products are produced and /or sold under trade mark license agreements, know how shar-ing agreements and technical assistance agreements entered into with members of the Heineken Group, Diageo and The Coca-Cola Company. Further details of these agreements are set out in Part Six of this document. If any of these agreements were to be terminated or not renewed, the Company would no longer have the relevant rights to manufacture and/or sell the relevant products or have access to relevant know how and this would have an adverse effect on the Company’s business, results of operation or its financial condition.

Foreign Exchange RiskBRALIRWA imports most of its input materials and machinery that it uses in the production process and plant main-tenance. These inputs are exposed to fluctuations in the exchange rates of foreign currencies relative to the Rwan-dan Franc, which could materially affect BRALIRWA’s financial performance.

Legal uncertainties concerning contractual agreements The Company manufactures bottles and distributes Fanta, Sprite and Krest Pursuant to a Bottlers Agreement dated 1st January 2002 with The Coca-Cola Company, the Bottlers Agreements contained clauses that authorised the Com-pany to utilise the trademarks of The Coca-Cola Company. This agreement has expired and the Company and The Coca Cola Company are currently negotiating the terms of a new contract.

Risks Associated with the ordinary shares – Equity Investment RiskInvestments in shares held on the capital markets are always subject to price fluctuations. There can be no guarantee that the price of the Shares will not fluctuate either upwards or downwards. Furthermore there can be no guarantee of constant trading in BRALIRWA shares. Any future issue of Shares, if made, could also have a material adverse ef-fect on the price of the Shares and dilute individual shareholder’s shareholding.

The draft Law on modifying and completing the Law on Tax Procedures that proposes the retention of 20% of a company’s profit in a reserve fund for the payment of taxes. If passed, will limit the distributable earnings of the Company and the amount of dividends payable to shareholders.Any changes in withholding or capital gains taxes on dividends may affect the return to the investor.

Settlement of the Offer Shares may take longer than expectedApplications for Offer Shares will be processed on a manual and semi-automated basis and this processmay take longer than expected due to high subscription rates, limited order processing capacity, mechanical break-down, delays in opening brokerage accounts, delays in opening CSD accounts and/or clerical error in relation to the foregoing. Accordingly, while the settlement period is expected to be 30 days from the date of the close of the Offer, the actual settlement period may be longer.

There is no existing market for the Company’s shares and it is uncertain whether one will developto provide shareholders with adequate liquidityPrior to this Offer, there has not been a public market for BRALIRWA’s shares. The GoR cannot predict whether inves-tor interest in BRALIRWA will lead to the development of an active trading market on the RSE/ROTC or otherwise or how liquid any market that does develop might be. The Offer price for the Company’s shares has been determined by GoR after consulting the Lead Transaction Advisors and may not be indicative of prices that will prevail in the sec-ondary market following this Offer.

27

The Company may not be able to fulfill its dividend policy in the futureDividend payments are not guaranteed and the Board of Directors may decide, in its absolute discretion, at any time and for any reason, not to pay dividends. In the past, the Company’s dividend policy was based on other consider-ations and past dividend payments should not be taken as an indication of future payments.

Further, the Company’s dividend policy, to the extent implemented, will significantly restrict its cash reserves and may adversely affect the Company’s ability to fund unexpected capital expenditures as well as the ability to make in-terest and principal repayments on any banking loan. As a result, the Company may be required to borrow additional money or raise capital by issuing equity securities, both of which may not be possible on attractive terms or at all.

If the Company is unable to fulfill its dividend policy, or pay dividends at levels anticipated by potential Shareholders, the market price of the Shares may be negatively affected and the value of any investment in Shares by a shareholder may be reduced.

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2010 Prospectus

29

PART THREEINDUSTRY & MACRO ECONOMIC OVERVIEW

PART THREE: INDUSTRY & MACRO ECONOMIC OVERVIEW

The Beer and Sparkling Beverages Industry

Beer is an alcoholic beverage made from brewing and fermentation of starch derived from malted barley. Among the various types of beer, lager beer is the most commonly produced and consumed in the world although other types are available in the market. The primary ingredients for brewing beer include water, grain sugar, hops and yeast for fermentation. Barley is preferred for beer brewing as it consists of strong enzymes capable of breaking grain sugar into maltose necessary in the fermentation process. Other ingredients may include maize and sorghum.

GlobalThe global beer market was valued at approximately USD 507 billion in 2008, a 1.8% increase over the 2007 figure and at USD 546 billion in 2009 5. It is estimated that the growth in the global beer industry dropped from 6% in 2007 to less than 2% in 2008. This was on the back of dropped sales volumes as a result of the dramatic upheaval in the financial markets in 2008. According to Plato Logic, the world beer market grew by slightly over 1% in 2009, but is expected to pick up in 2010 to a growth of at least 3% led by continuing strong performance in Asia, Africa and Latin America. The rise in the beer industry in the developing countries is being propelled by economic growth, technology advancement, high per capita beer consumption, improved quality and globalization of markets. The beer industry in China is expected to grow by 6.5%, Africa by 3.1% and Latin America by almost 3% in the coming year. In the developed world, the industry has either declined or is stagnant as a result of reduced demand caused by the economic recession, health and social concerns, the negative influence of globalization of markets, high taxes and competition from alternative beverages. Western Europe is expected to continue the trend of declining beer volumes, driven by a shift in consumption to other beverages and the decline of on-premise consumption. The global consolidation process amongst beer brewing companies has accelerated over the past decade and the top 10 brew-ers by sales volume now account for nearly 60% of global beer sales volumes versus 34% in 1998, and up to 75% of the global profit pool. Over the past five years, beer sales have maintained a compound average growth rate (CAGR) of 3.5% globally but are forecasted to grow at a minimal CAGR of 0.03% during 2009-14.

In terms of ranking, China has maintained its position as the country with the world’s biggest beer production, closely followed by USA, Russia, Brazil and Germany 6 . Following the takeover of Anheuser Busch by InBev in 2008 and an acquisition of Latin American brewer FEMSA by Heineken in 2010, the five largest brewing groups in the world now comprise AB InBev, the Heineken Group, SAB Miller, Carlsberg and China’s Tsingtao Brewery Ltd., which all represent over 50% of the world beer market share. AB InBev had beer volumes of around 350 million hectoliters in 2009, well ahead of SABMiller at just under 250 million hectoliters, Heineken at just over 200 million hectoliters, and Carlsberg around 125 million hectoliters, while Tsingtao trailed at just over 50 million hectoliters a year. With the FEMSA ac-quisition, Heineken’s presence in the Americans has been transformed, making it the world’s second largest brewer in terms of revenue.

The global sparkling beverages industry is also expanding. This is due to growing markets in the developing countries as well as the fact that more people are drinking natural, healthy and low calorie drinks.

Emerging MarketsIt is estimated that over 60% of global beer volumes come from emerging markets and despite the global economic slowdown, these markets continue to offer the most attractive longer term opportunities for volume growth, par-ticularly China and parts of South East Asia, Africa and Latin America. CAGRs of 3% to 5% for beer sales over the next decade are expected and the margins earned and cash flow generated by the leading brewers already match or surpass those earned in some mature markets. For instance, China recorded an annual increase of over 7% CAGR in beer sales despite being hampered by heavy snow and wet weather that affected consumer demand. Africa ex-perienced robust growth of 4%, driven by improved sales in Angola, Democratic Republic Congo, Mozambique and Nigeria 7 .

The beer volume growth in emerging markets is being driven by a number of factors including growing disposable income, improvements in the quality of beer, increased marketing and advertising activities by incumbent brewers and, in most cases, a steadily growing and urbanizing beer consuming population base. Expanding into a broader range of points of sale has also been driving volume growth.

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5 Source: Reuters6 Source: Thomson Reuters7 Source: Canadean Global beverage Industry Report, News and Market Intelligence

2010 Prospectus

There may be constraints on beer volume growth in emerging markets caused, in some cases, by negative demo-graphic trends, as well as cultural and religious impacts on alcohol consumption and from any legislative changes, notably around tax and advertising restrictions.

AfricaIn 2008, Africa’s average per capital consumption was 9.1 litres, which was markedly lower than the global average of 27.0 litres. The four countries with the highest per capita beer consumption in Africa are Gabon, Seychelles, Bo-tswana and South Africa 8.

On the continent, consumption levels are a factor of urbanisation or access to market and income levels or afford-ability. Growth in beer consumption is driven by three key factors: improving per-capita income, growing number of consumers and a shift in consumption to commercially produced beer.

East AfricaGenerally, the growth of beer production in the EAC region has been stagnant, albeit with Kenya production well ahead of all the other countries in the region. It has a flourishing beer industry producing beer that is internationally recognized. East African Breweries Limited (EABL) is the largest brewer in the region, producing approximately 5 mil-lion hectoliters of beer annually, thus controlling about 95% of the market share in Kenya, 20% in Tanzania and 43% in Uganda. The other major player in the bottled beer market is SAB Miller, which has 80% market share in Tanzania and 52% in Uganda.

Growth in the industry has generally been flat in the region. This is due to the current economic hardships, coupled with high taxes, stiff competition from other beverage sub sectors and low consumer spending. However, market prospects are expected to rise as the sector focuses on innovation.

The table below shows key statistics in the beer industry in the East African Region at the end of 2009.

Table 3a: Key statistics in the beer industry in the East African RegionMARKET MARKET SIZE IN

HECTOLITRESCONSUMPTION PER

CAPITA IN LITRESKEY MARKET PLAYERS

(Estimated Market Share)

BURUNDI 1.5 million 18.0 BRARUDI at 97.5%

KENYA 3.9 million 11.0 EABL at 97%

RWANDA 0.9 million 9.0 BRALIRWA at 94%

TANZANIA 3.0 million 7.0 Tanzania Breweries at 80%

UGANDA 2.1 million 6.8 Nile Breweries at 52% & EABL at 43%Source: Estimates by BRALIRWA Company Research

RwandaThe Rwandan beverage market comprises of industrial beers, local brews, sparkling beverages, bottled water and bottled juices. The total industrial beverage market is estimated at approximately 1.5 million hectoliters 9. Non-industrial categories such as the volume of local brews produced and consumed can only be roughly estimated given the informal nature of the production process.

The consumption of local brews, but also local industrial beer is deeply rooted in the Rwandese culture, and is con-sumed at all levels of the social strata. The consumption of local brews, being the most affordable drinks on offer, are comparable in size to industrial beers , but are increasingly being de-stimulated by the Government. There could therefore be significant upside in the industrial beer segment as the economy expands and traditional beer consum-ers enter the industrial beer segment. As in many other markets, there is a strong loyalty towards the longstanding locally brewed industrial beers in Rwanda. PA

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8 Source: Canadean,IMF, Population Reference Bureau, Pew Research Center, African Alliance -Pan African Securities Research.9 Source: BRALIRWA Management

For most of its 50 years presence in Rwanda, BRALIRWA has been the sole brewer and sparkling beverages manufac-turer in the country, with a market share in the beer segment estimated at around 97%. With the recent start of the local brewery Brasserie des Mille Collines (BMC) and the launch of its Skol beer brand, BRALIRWA’s market share in the beer segment is estimated at around a strong 94%. The Company’s most popular beer brands, Primus and Mützig, have a combined share of almost 88% of the Rwandan beer market and are therefore clearly the two leading beer brands. The remaining share mainly consists of BRALIRWA’s other beer brands such as Guinness, Heineken, Amstel and Turbo King.

Regulatory Framework – Laws and Regulations governing the Industry

Regulatory MattersVarious government agencies and laws in Rwanda regulate the different aspects of the Company’s manufacturing, sales and distribution business.

The Rwanda Bureau of Standards (RBS) administers and enforces the Law No. 43/2006 of 05/10/2006 (the RBS Law) determining the responsibilities, organization and functioning of the Rwanda RBS. RBS is mandated under the said law to establish, develop and maintain a system for quality control and quality assurance of goods and services, deal with issues affecting consumers; and ensures regulation of the production, sale and traffic of the goods to protect the health of the people. The RBS is also mandated to prescribe guidelines on good manufacturing practice in the manufacturing, packing, repacking, or handing of food for food manufacturers.

The RBS law, the provisions of which are principally enforced by the department of Trade and Industry, seeks to pro-tect consumers against hazards to health and safety and against deceptive, unfair and unconscionable sales acts and practices; and provide information and education to facilitate sound consumer choice.

This law imposes rules to regulate such matters as (i) national standards, metrology standards; (ii) the production, sale, distribution and advertisement of food, drugs, as well as substances hazardous to the health and safety within the country; (iii) equity and fairness in trade through legal metrology and measures (v) compulsory labeling, and fair packaging; (vi) liabilities for defective products and services; and (ix) consumer credit transactions.

The following technical regulations have been set as mandatory Rwandan Standards (RS) by RBS:

• RS Cedex Stan 1- 1985. Revision 4 2005. Labeling General standard for the labeling of repackaged food;• RS 176: 2006 Soft drinks- specification;• RS 16: 2004 Beer- Specification;• RS 17: 2004 carbonated and none carbonated specification; and• RS CAC-RCP 1-1969, revised 4, 2003 Code of practice- General principles for food hygiene.

Article 25 of the Law No. 15/2001 of 28/01/2001 amending and completing Law No. 35/91 of 5th August 1991 concerning the organization of internal trade protects the public against false and misleading advertisements and fraudulent sales promotion practices.

Pursuant to this, the Company is required to obtain and has obtained a license to operate as such through an Incor-poration Certificate from the Office of the Registrar General (Law No. 07/2009 of 27/04/2009 relating to Companies. After securing an environmental Impact Assessment and various District Land Bureau authorizations, an Industrial license is delivered by the Ministry of Trade and Industry (Permit d’exploitation industriel O.R.U. No. 41/78 of 28 Mai 1956 Etablissement Dangereux, insalubres ou incommodes).

• The Regime des Boisson Alcooliques (published in Journal official, 1970, Pg. 51) modified by Decree Law No. 20/78 of 14th August 1978 (J.O. 1978, Pg.502) as well as the following ordinances , Fabrication Et Commerce 22nd October 1911 Ordonnance Alcools, eaux-de-vie, liqueurs (R. M. 1911, Pg.630) Applied to Rwanda by Decree of 10th June 1929 (B. O. 1929, Pg. 716) ,22/10/1911 – Ordonnance Vins Et Boissons Vineuses – Reglementation (R. M. 1911, Pg. 694) applied on Rwanda Decree 10th June 1929 (B.O. 1929 Pg.716) and 18/11/1913 – Ordonnance Fabrication et Commerce des bieres (B. O. 1914 Pg.483 applied to Rwanda by decree of 10/06/1929 (B.O. 1929 Pg.716) on the composition of alcoholic drinks , regulate the following aspects of the alcoholic beverage industry;

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2010 Prospectus

• Licensing: the regulatory regime provides for different category of licences for the production, sale and distribution of alcoholic beverages. The possession, importation, sale or purchase of distillation equipment is prohibited unless one has authorization from the ministry of finance or such officer who the minister may delegate the licensing powers. Addition-ally Importation of such equipment requires authority of the director of customs .Different categories of licences are required for sale through pubs,, hotels and restaurants and for limited events (fairs);

• Composition : the regime prescribes the composition of various alcoholic beverages ; wines , liqueurs, cognac etc; • Closing hours for pubs are also regulated by ordinance; and• There is a specific ordinance, 22/07/1930 Decree Debit de Boisson – Acquisition et cession gratuite on a credit de bois-

son alcooliqueres (B.O. 1930 Pg. 400) that prohibits the sale of alcoholic beverages on credit in retail outlets unless the same is served together with a meal in a restaurant or to a hotel guest or at a mess for armed forces.

Prospects and Outlook

It is anticipated that Rwanda’s GDP growth will be 6.7% in the coming years with inflation being gradually contained. This will translate into improved disposable incomes in the economy from a GDP/capita of USD 569 (2010) to about USD724 (2014);

• With the opening of the borders through the EAC, it is expected that regional competition will increase and this should promote innovation which is often good for improving sales and profitability in the industry;

• Rwanda’s demographics show a market with potential. It is estimated that 54.8% of the population in Rwanda is be-tween 15-64 years old 10 . This is more or less the targeted group for BRALIRWA’s products;

• Statistics show that traditional beer production in Rwanda accounts for more than half of the beverage industry market. There is therefore potential to grow the commercialized beer production market as more of the population shifts to drinking commercialized beer with the change in times;

• Rwanda’s levels of per capita alcohol consumption at 9 litres 11 are still below the levels in Burundi (18litres) and Kenya (11 litres);

• The stable governance climate in the country has made it an investment destination of choice in the region. This works in favour of the industry in terms of potential for market growth; and

• Potential for an export market into DRC and EAC.

Rwanda - An Overview

Map of Rwanda

Source: Ministry of Local Government

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10 Source: CIA World Fact Book (2010)11 Source: Estimates of BRALIRWA Company Research

The Republic of Rwanda has an estimated population of slightly over 10 million people (2009 est.) which makes it the most densely populated country in Africa, and is about 10,169 Square Miles (26,340 sq km) in size. It borders the Democratic Republic of Congo (DRC) in the West, Uganda in the North, Tanzania in the East and Burundi in the South. Kigali is the capital and the largest city. Although the country lies on the equatorial belt, it enjoys a cool climate due to the presence of lower mountains and a huge forest region containing abundant wildlife, including the renown mountain gorillas. Known as “the land of a thousand hills” Rwanda is divided into 5 provinces namely Eastern, West-ern, Northern, Southern & Kigali Province.

The Economy

Rwanda is perceived to be at an advanced stage of rehabilitation and is looking to a bright future. Foreign exchange controls have been liberalized and the banking system is sound and thriving. The country’s Vision 2020 objective is to transform the economy from its 90% dependence on subsistence agriculture into a broadly based economic engine 12

Latest statistics from the Rwanda National Institute of Statistics (NIS) show that the decline in GDP growth rate to 6% in 2009 from 11.6% the previous year was as a result of the global recession affecting the tourism and mining sub sectors. The decline notwithstanding the economy witnessed a strong performance in food crop production due to integrated interventions in the agricultural sector. Main exports include Coffee, Tea, and Pyrethrum. Coffee makes up more than 50% of the total export value while the country’s tea is thought to be among the world’s best. Rwanda’s industries are limited to food processing, brewing and small factories that manufacture footwear, plastics, textiles and cigarettes.

Rwanda recently joined the East African Community (EAC) and as a result is aligning its budget, trade and immi-gration policies with its regional partners. The Rwanda government has embraced an expansionary fiscal policy to reduce poverty by improving education, infrastructure, along with foreign and domestic investment and pursuing market-oriented reforms.

Table 3b: A Statistical snapshot of Rwanda as at 2009STATISTIC 2009 ESTIMATES

Population: total 10.1 million

Annual Population (growth rate) 2.7%

Real GDP ( growth rate) 6 %

GDP (official exchange rate) USD 5.245 billion

GDP purchasing power parity USD 10.39 billion

Nominal GDP Per Capita USD 520

Consumer price inflation (annual average rate in %) 10.3%

Exports USD 33 million

Exchange Rate: annual average national currency / 1 USD RwF 568Source: NISR, BNR and MINECOFIN

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12 Source: Privatisation Secretariat

2010 Prospectus

Rwanda and the East African Community (EAC)

Rwanda was admitted to the East African Community in July 2007 and to the Customs Union in July 2009 and has ratified the Common Market Protocol. These pacts mean that there should be gradual removal of all cross-border tariffs and non tariff barriers among partner states and the use of Common External Tariffs (CET) to protect the local producers against competition of cheap goods from third parties. This also means that goods and services produced and moved within the region should be treated equally and labour can move freely across the region. Citizens of the EAC partner states are able to seek residence in partner states without stringent restrictions and companies are al-lowed to set up throughout the EAC region. However, goods moving across the region are required to meet certain standards without which entrance can be prohibited. The EAC partner states are working towards a single currency regime in the region.

The 2009/10 fiscal year was generally a challenging one for the EAC countries as the effects of the global downturn adversely affected the region. With the economies being driven mainly by demand for primary products, tourism, foreign aid, foreign direct investment and remittances from citizens in the Diaspora, the negative impact of the finan-cial crisis on these growth drivers explains the lower than anticipated growth rates recorded across the region. The global recession also affected production in the region as the cost of imported products increased substantially due to exchange rate depreciation. Low investment and output factors were also recorded due to reduced real incomes and aggregate demand for products and services.

Overall , economic performance in the EAC region in terms of GDP growth declined to 4.5% in 2009 from 5.8% in 2008 primarily due to an over dependence on agricultural exports and the global recession.

Table 3c: Vital statistcs of each of the EAC States (2009)ECONOMIC INDICATOR

RWANDA BURUNDI KENYA TANZANIA UGANDA

Population, total 10.1 million 8.3 million 39.8 million 43.7 million 32.7 million

Annual Population Growth

2.7% 2.8% 2.6% 2.9% 3.3%

Real GDP ( growth rate)

6.0% 3.4% 1.8% 4.5% 4%

GDP (official ex-change rate)

USD 5.245 billion USD 1.41 billion USD 30.2 billion USD 22.16 billion USD 15.66 billion

GDP (purchasing power parity)

USD 10.39 billion USD 3.27 billion USD 63.52 billion USD 57.5 billion USD 42.18 billion

Nominal GDP per Capita

USD 520 USD 160 USD 759 USD 509 USD 481

Consumer price Inflation (annual average rate in %)

10.3% 11.1% 13.10% 12.10% 12.60%

Exchange Rate: 568 Rwandan Francs per USD

1,227.5 Burundi Francs per USD

78.012 Kenya Shil-lings per USD

1317.5 Tanzanian Shillings per USD

2,073.3 Uganda Shillings per USD

Source: The CIA World Fact Book (2010)

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The Business EnvironmentIn order to boost business in the country, the Rwanda Government has proposed a number of reforms. For instance, one stop border posts have been opened up at the borders of Gatuna neighbouring Uganda, Rusumo neighbouring Tanzania, and Ngenda neighboring Burundi. This will facilitate quick clearance of cargo and passengers. Also, in a move to encourage a disciplined fiscal regime, the government has introduced a credit reference bureau to assist banks with loan management. Other reforms are in areas of starting a business, construction permits, registering property, getting credit, trading across borders, paying taxes, and legal frameworks. As a result of these reforms, Rwanda was ranked the world’s top reformer for doing business jumping 76 positions in the World Bank report of 2010. It rose to 67th position from 143, out of the 183 countries that were surveyed. Rwanda compares favourably to other East African countries with Kenya ranked 95th, Uganda 112th, Tanzania at 131st and Burundi at 176th. To attract Foreign Direct Investments (FDIs), trade registration for new companies and businesses in Rwanda can now be done online and completed in a single day. Rwanda also emerged among the top African countries in terms of removing red tape for businesses in 2009 according to research done by the International Finance Corporation (IFC). According to the report, Rwanda had introduced ambitious reforms in the construction, legal and transport sectors.

Rwanda, an Investment Destination 13

Rwanda has developed into an attractive investment destination, with various investment opportunities and an en-abling business environment. The top five reasons for Rwanda being an attractive investment/business destination are:

1. Strong macroeconomic growth• 8.8% average year-on-year GDP growth since 2004;• GDP growth rate in 2008 of 11.6% and 6% in 2009 highest among East African countries; and• Controlled inflation, increasing government tax revenues and stable exchange rate.

2. Stable governance climate• Politically stable with a visionary leader at the helm hailed by many as a “CEO President of Rwanda Inc.”;• Zero tolerance for corruption and extremely low levels of crime; and• Elected officials, democratic parliamentary system and established court systems with separate Commercial

courts.

3. Investor friendly and open for business• World’s top business reformer by the 2010 Doing Business report compiled by the World Bank;• Private investment a top priority for President Kagame;• No sectors barred to foreign investors and no restrictions on the percentage of equity they might hold;• Starting a business and registering property fairly easy – fastest in the region and 11th in the World;• Attractive incentives and simple taxation;• Creation of Industrial park, technology park and free trade zone; and• Development of capital markets beginning with the stock exchange.

4. A gateway to East Africa and the continent• Central location – borders Tanzania, Uganda, Burundi and the DRC;• A hub for the rapidly integrating EAC which includes Kenya, Tanzania, Uganda, Burundi – a market of over 120

million people with a combined GDP of USD 70 billion and which share a customs union, and signed a common market protocol in 2010; and

• Efforts to combine the East African Community, the Common Market for Eastern and Southern Africa, and the Southern Africa Development Community underway, putting 600 million people into a single market.

5. Abundance of opportunities• Despite its remarkable progress, Rwanda remains largely virgin territory for investors. There are many unexploited

opportunities.

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13 Source: Rwanda Development Board

2010 Prospectus

The Capital Markets Industry

The Capital Market Advisory Council (CMAC) was established by the Prime Minister’s Decree of March 2007 to initial-ly guide in the development of a Capital Market in Rwanda. The Rwanda Over the Counter (OTC) Market (ROTC) was established by CMAC in January 2008. CMAC operated as the capital markets regulator and admitted seven initial members (stock brokers) namely; African Alliance Rwanda, Continental Discount House, Dallas Securities Brokerage, Dyer & Blair Rwanda, MBEA Brokerage Services and MBEA Financial Services Rwanda.

Trading operations on the ROTC commenced in January 2008 with the launch of the bonds market. The ROTC sec-ondary market operations are conducted through a dual process. Members trade over the counter and through open-outcry trading. The bond market has five listed treasury bonds and one corporate Bond. Since inception the ROTC has raised RWF 21 billion through the issue of bonds. The secondary bond market has transacted a total turn-over of RWF 654 million, mainly in Treasury Bonds.

The equity market was activated in June 2009 with the cross listing of KCB shares. KCB is a commercial bank listed on the Nairobi Stock Exchange (NSE), Uganda Securities Exchange (USE) and the Dar es Salaam Stock Exchange (DSE). In November 2010, the Nation Media Group (NMG) cross listed on the ROTC. NMG is the largest media house in East Africa and is cross listed on the NSE and USE.

Other recent developments in Rwanda’s capital market include:• Development of a capital market legal framework in which three proposed new laws were adopted by the Chamber

of Deputies in November 2010. The three laws passed by the Chamber of Deputies were the law establishing the Capital Markets Authority (CMA), the law regulating the capital markets, and the law regulating collective invest-ment vehicles. These laws are expected to be assented to by the President and gazetted soon;

• The law governing the holding and circulation of Securities (Central Depository) was gazetted in May 2010;• New fiscal incentives were gazetted in May 2010;• A national public education program was launched in October 2010;• Steps to integrate the East African capital markets, including Rwanda, are currently being undertaken; and• Rwanda is a member of the East Africa Securities and Regulatory Authorities (EASRA) and also a member of East

Africa Securities Exchanges Association (EASEA).

Capital Markets Authority (CMA)On 02 November 2010, the Capital Markets Law establishing the CMA was passed by the Chamber of Deputies. The said law is yet to be tabled before the Senate, and will thereafter be assented to by the President and gazetted. The CMA will be governed by a non-executive board, answerable to the Minister of Finance and Economic Planning. The CMA is mandated with regulating the capital markets in Rwanda, including the licensing and approval of all its play-ers.

On 18 November 2010, the law regulating the capital markets in Rwanda was passed by the Chamber of Deputies. The said law is yet to be assented to by the President and thereafter gazetted.

Rwanda Stock Exchange (RSE/ROTC)The RSE was incorporated on 07 October 2005 and became operational in November 2010 . The RSE operates an over-the-counter (OTC) System, referred to as the Rwanda OTC Market (ROTC).

Continuing ObligationsThe Company will be subject to the continuing obligations set by the CMAC and the RSE/ROTC. These rules have not yet been implemented, and it is not therefore clear as to the nature and extent of the Company’s obligations in this regard. The Company will seek to comply with best practice as regards its reporting obligations, and the prescrip-tion of the manner in which Directors and other senior employees may deal in the Shares of the Company. Further details in this connection will be announced by the Company in due course.

Secondary Market Trading

TradingTrading operations commenced on 31st January 2008 on the ROTC on the launch of the Capital market operations. As at end of October 2010, the bond market had transacted a total turnover of RwF 654, 400,000 (six hundred fifty four million four hundred thousand Rwandan francs) in 60 deals.

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The debt securities that have been actively traded so far are the two 2 year Government Treasury bonds of which two matured at the end of January 2010 with periodic interest of 8% per annum, and a three year Treasury bond paying 8.25 % per annum. The Treasury bonds that have been traded in the secondary market as at the end of October 2010 are worth 504,400,000 (five hundred four million four hundred thousand Rwandan francs) in 57 deals. The bonds traded between 98.237 and 102.95.

The 10 year BCR bond that will mature in 2017, with periodic interest of 10.5% per annum, was transacted at 100.25 in 3 deals worth RwF 150,000,000 (one hundred fifty million Rwandan francs) at the launch of the ROTC in January 2008.

The equity market also was activated in June 2009 with the cross listing of KCB shares. Since the cross listing, the ROTC has recorded a total turnover of RwF 18,097,800 from 112,300 KCB shares traded on the ROTC in 79 deals as at the end of October 2010. The shares started at RwF160, and have traded at a high of RwF 182 and a low of RwF 130. As at the end of October 2010, KCB was trading at RwF 148.

Ownership transfers

Seller1. All shareholders of the Company will have a right to transfer part or all of their Shares to any party by way of selling

or authorized private transfers.2. All transfers of ownership of Shares must be approved by the RSE/ROTC.3. All shareholders shall receive a depository statement from the CSD as proof of ownership of Shares after allotment

by the registrar of the Company.4. A shareholder who intends to sell any of their Shares through the RSE/ROTC must produce proof of ownership and

sign a Sale Transfer Form.5. The selling broker shall deliver the transfer duly signed Sale Transfer Form together with the proof of ownership

to the registrar for verification.6. Upon verification of the authenticity of ownership and sufficiency of securities and free of any encumbrances, the

selling broker offers the Shares for sale on the RSE/ROTC.7. The selling broker shall deliver the verified transfer documents to the Rwanda Stock Exchange on the second day

following the transaction.

Buyer8. An investor who intends to buy Shares on the secondary market shall make payment for the intended purchase

and sign a Purchase Transfer Form.9. After the transaction the buying stock broker delivers the duly signed Purchase Transfer Form to the RSE/ROTC.

The Stock Exchange10. The RSE/ROTC matches the Sale Transfer Forms with the Purchase Transfer Forms. If such a match cannot be made

then no transaction in the Shares will take place.11. Upon approval by the RSE/ROTC, the verified and approved Transfer Forms are delivered to the registrar on the

fourth day after the transaction.

The Company Registrar12. The Company’s registrar effects transfer of ownership of the relevant Shares on the fifth day after the transaction

and notifies the clients. 13. The registrar sends an update register to the CSD.

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2010 Prospectus

No Restrictions on Foreign OwnershipThere are no restrictions on the number or percentage of shares that may be held by foreign investors in companies on the Rwanda Stock Exchange.

RSE/ROTC Brokerage ChargesThe following charges apply to each trade on the RSE/ROTC:

Table 3d: Brokerage ChargesSECURITIES BROKERAGE FEES

Bonds(Debts) 0.125%

Shares(Equities) 1.500%Source: CMAC, Rwanda

TaxesNo stamp duty is payable on transfers of shares listed on the RSE/ROTC. The following are the gazetted tax incentives applicable in Rwanda:

• Income tax exemption – income accruing to registered collective investment schemes and employees’ shares scheme are exempted from income tax;

• Capital gain tax – capital gain on secondary market transaction on listed Securities are exempted from capital gains tax; and

• Corporate income tax – newly listed companies on capital market shall be taxed for a period of 5 years on the fol-lowing rates:a. 20% if those companies they sell at least 40% of their shares to the public;b. 25% if those companies sell at least 30% of their shares to the public; andc. 8% if those companies sell at least 20% of their shares to the public.

• Venture capital – venture capital companies registered with the CMA in Rwanda benefit from a corporate income tax of zero percent (0%) for a period of five (5) years;

• Withholding tax on dividends and interest – withholding tax on dividends and interest income on securities listed on capital markets and interest arising from investments in listed bonds with a maturity of 3 years and above have been reduced to 5% residents of Rwanda or the EAC;

• Value-added tax (VAT) – the following are exempted from VAT:a. Transfer of shares; andb. Capital market transactions for listed securities.

The above information does not constitute tax advice in any way and no person should rely on the same to make their investment decision. Prospective investors are strongly advised to obtain professional advice on the tax position in relation to dealing in Shares listed on the RSE/ROTC .

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PART FOURBUSINESS OVERVIEW OF BRALIRWA

2010 Prospectus

PART FOUR: BUSINESS OVERVIEW OF BRALIRWA LTD

General

Brasseries et Limonaderies du Rwanda, a public company limited by shares (BRALIRWA) is the leading producer of beer and sparkling beverages in Rwanda. BRALIRWA’s story is traced back to 1957, when a former Congolese com-pany BRALIMA, that became a Belgian company in 1960, decided to set up a company named BRALIMA SARL in Rwanda at the Eastern shores of Lake Kivu to produce, distribute and sell beer and soft drinks. In 1963, BRALIRWA was created and incorporated as a Rwandan Company by law. In 1996, BRALIRWA was incorporated as a public com-pany “BRALIRWA S.A.” (Reg. No.: RC 001/76), under the Laws of the Republic of Rwanda. In June 2010, BRALIRWA S.A. was converted into a public company limited by shares and registered with the Registrar General Office under the company code 100004348 pursuant to the Companies Act and is domiciled in Rwanda.

Company Structure

BRALIRWA is a subsidiary of the Heineken Group which owns 75% of the Company. BRALIRWA has two subsidiaries, BRAMIN a maize growing company (50%) and COGELGAS (62.4%) a company involved in a methane gas production project. The investment in COGELGAS has been fully impaired as the company has ceased operations. It also has a minority stake at Banque Rwandaise Development (BRD).

Graph 4a: Company Structure

Source: BRALIRWA Management

Heineken N.V. The Heineken Group owns 75% of the Company. The Heineken Group is one of the world’s great brewers and is com-mitted to growth and remaining independent. The brand that bears the founder’s family name, Heineken is available in almost every country on the globe and is the world’s most valuable international premium beer brand. The group’s aim is to be a leading brewer in each of the markets in which it operates and to have the world’s most valuable brand portfolio.

The Heineken Group operates 140 breweries in more than 70 countries and sold 165.7 million hectoliters of beer on a 2009 pro-forma basis. Heineken is Europe’s largest brewer and the world’s third largest by volume. Heineken is committed to the responsible marketing and consumption of its more than 200 international premium, regional, local and specialty beers and ciders. These include Amstel, Birra Moretti, Cruzcampo, Dos Equis, Foster’s, Kingfisher, Newcastle Brown Ale, Ochota, Primus, Sagres, Sol, Star, Strongbow, Tecate, Tiger and Zywiec. On a 2009 pro-forma basis, including FEMSA Cerveza, revenue totaled EUR 16.9 billion and EBIT (beia) was EUR 2.3 billion. The average number of people employed is more than 75,000.

PART FO

UR

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Graph 4a:


Heineken Group(75%)

The State of Rwanda(25%)

BRALIRWA

BRAMIN (50%)

COGELGAS(62.4%)

The Heineken Group is the number two brewer in Africa. In Africa, the Heineken Group has a long experience and possesses a clear understanding of markets and consumers with strong brands leading to continuous strong perfor-mances. It operates in the following countries: Egypt, Tunisia, Algeria, Sierra Leone, Nigeria, Ghana, Rwanda, Burundi, DR Congo, Congo Brazzaville, Namibia, South Africa, Morocco, Cameron and Ile de la Reunion. In Central Africa, it has secured a long-term partnership with The Coca Cola Company, especially in Rwanda, Burundi, DRC, Congo Brazzaville and Reunion. In most of the markets in Africa, Heineken operating companies are leading the market and are the number one brewer in their respective countries of operation.

Owing to its 75% stake in BRALIRWA, the Heineken Group’s experience and expertise as a multinational and the local beer producer, gives the Company a significant competitive edge.

Heineken N.V. and Heineken Holding N.V. shares are listed on the Amsterdam stock exchange. Prices for the ordinary shares may be accessed on Bloomberg under the symbols HEIA NA and HEIO NA and on the Reuter Equities 2000 Service under HEIN.AS and HEIO.AS.

Most recent information is available on Heineken’s home page: http://www.heinekeninternational.com.

The Company’s ObjectivesThe principal objects of BRALIRWA as set out in its Articles of Association are:

• To carry on the business of beverages and all or any of the businesses of malt factors, corn merchants, hop mer-chants, rice merchants, sorghum merchants, manufacturers and importers of and dealers in beer and sparkling beverages of all kinds, malt drinks, aerated waters and other drinks, distillers, coopers, bottlers, bottle makers, bottle stopper and seal makers, licensed victuallers, hotel, restaurant, café, liquor shop or refreshment room keep-ers or proprietors, ice manufacturers and merchants, yeast dealers;

• To carry on the business of farming and growing of barley, rice, sorghum, hop, maize and other variety of produce; to engage in all or any agricultural and agro-allied activities including the processing of agricultural produce and product research into sorghum, corn, rice, barley and other tropical or temperate cereals with a view to manufac-turing alcoholic, semi-alcoholic and non-alcoholic drinks; and

• To carry on any other business which may seem to the Directors capable of being conveniently carried on or calcu-lated directly or indirectly to enhance the value of or render profitable any of the Company’s businesses, property or rights.

Strategy and GoalsBRALIRWA’s key focus is to continue to lead the industrial beverage market in Rwanda by driving the growth of its brands, delivering healthy financial performance and creating value for its stakeholders and shareholders.

The Company aims for sustainable growth in all its business aspects by improving its environmental impact, empow-ering its communities and positively promoting the role of beer in society.

BRALIRWA’s goal is to grow its business in a sustainable and consistent manner while consistently seeking to improve profitability. It abides by a number of business principles and has three core values: Respect for the People, Society and Environment we live in, Enjoyment for Life, and Passion for Quality.

Business Overview

Being the sole producer of beer and sparkling beverages in Rwanda for a period of over 50 years, the Company for a long period had a very significant position in the Rwandan beer and sparkling beverages market. For many years im-ported beers have had a small, but stable, position in this market. At the beginning of 2010 Brasserie de Mille Collines, a local beverage company, started operations with the launch of the beer brand Skol. Currently, BRALIRWA’s market share is estimated by the Company to be around 94 % of Rwanda’s total industrial beer consumption.

The Company has two production sites, a brewery and sparkling beverages plant and both of them are strategically located. The brewery, with a sparkling beverages line, is located in Gisenyi (Northern Province) along the shores of Lake Kivu. The other sparkling beverages plant is located at Kicukiro, Urban prefecture, Kigali, where the Company’s head office is also situated.

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2010 Prospectus

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The Company’s brewery in Gisenyi, produces a wide range of local beer brands including Primus, Mützig, Amstel, Guinness (produced under license from Diageo) and Turbo King, while imported products include Heineken beer.

The sparkling beverages plant produces Vitalo Eau Gazeuse, a BRALIRWA brand, and a wide range of The Coca-Cola Company products, including Coca-Cola, Fanta, Sprite and Krest Tonic. BRALIRWA also imports sparkling beverage products such as Coke Zero and 50 cl PET bottles with Coca-Cola, Fanta Orange and Sprite. BRALIRWA has main-tained a long and strategic partnership with The Coca-Cola Company, being the sole holder of its production license in Rwanda since 1974. Over the years, this partnership has allowed the Company to extend the range of products within its portfolio.

The production and sale of beer and sparkling beverages represent the Company’s main source of income and cash flow.

The Company relies on its strong distribution network to bring its products closer to consumers. The distribution network covers the entire country and distribution is achieved via third-party transporters, BRALIRWA-owned distri-bution centers (‘depots’) and professional distributors, which normally have a main warehouse, sub-warehouses and a fleet of small trucks. The Company depots are strategically located and serve the different distributors to ensure product availability in the entire distribution channel and final point of sale. The depots are located in the following districts:

• Mukeri;• Nyagatare;• Musanze;• Nyabibaha;• Ngoma; and • Karubanda.

In pursuit of its commitment to quality, lower production cost, greater safety and lower environmental impact, BRALIRWA is constantly working to improve all technical processes involved in brewing, packaging and supply chain management. It also aims at ensuring that it has an optimized portfolio of products to meet the developing market demand, pro-actively anticipating the growing varied needs of its customers.

In 2010, the Company’s production volumes will reach a record level of at least 1.3 million hectoliters of beer and sparkling beverages.

The graph below gives the volumes of beer and sparkling beverages sold from 1999 to 2009 and 2010E

Graph 4b:


The Company attaches great importance to having a policy on responsible alcohol consumption and good social and environmental policies. This is reflected in its marketing campaigns around the country.

BRALIRWA’s contribution to the Rwandan society, in both the economic environment and through corporate social responsibility, is significant. BRALIRWA has received awards for its valuable contribution to the domestic revenue of the country. For many years BRALIRWA has been the largest tax payer, contributing approximately 12% to Rwanda’s domestic tax revenue.

Operations

BRALIRWA’s primary activities are the production, distribution and sale of beer and sparkling beverage drinks. The Company has two production sites, a brewery and sparkling beverages plant located in Gisenyi (Northern Province) on the shores of Lake Kivu and the main sparkling beverages plant located in Kicukiro, Kigali, where the Company’s registered office is situated. The Company’s key focus is driving the growth of its brands and improving financial per-formance by ensuring that all its operations and partnerships derive value for its Share holders and other stakehold-ers. The Company is also focused on enabling its employees to use their potential and building a true performance based culture.

The Company ensures that its plants comply with national and international best practice and with The Coca-Cola Company and the Heineken Group’s policies regarding quality, safety and environment.

The Gisenyi BreweryThe brewery in Gisenyi which was commissioned in 1959 primarily produces BRALIRWA’s beer brands. However, it also produces sparkling beverages whenever the need arises to complement the volumes produced by the sparkling beverages plant in Kigali. The main elements of the brewery are: brew house, fermentation & lagering tanks, 2 bot-tling lines and a keg line.

Investments are made on a continuous basis to update the equipment, to improve quality and to extend capacity. In 2008, over RwF 3.5 billion was invested in the Gisenyi brewery to increase capacity and to further improve qual-ity. The current production capacity of this brewery is 1,100,000 hectoliters per year. Over 130 million bottles are produced annually under high quality controls. Beer volumes have increased over the past ten years from 440,000 hls in 2000 to 925,000 hls expected in 2010 (CAGR of 7.0%). In 2011 the capacity will be further enlarged by adding additional fermentation tanks and a capacity extension of the brew house.

Sparkling beveragesThe Company’s sparkling beverages plant is located in Kicukiro. The construction of the plant began in 1972, and was completed in 1974 with an initial capacity of 300,000 hectoliters annually. Over the years the plant facilities have been upgraded.

Waste Water Treatment Plant (WWTP)BRALIRWA is committed to invest in the growth and development of sustainable communities and ecosystems. It has invested in a Waste Water Treatment Plant located adjacent to the sparkling beverages plant. The plant opened in 2009. The objective of the WWTP is to treat waste water coming from the Kigali sparkling beverages plant and bring it to a level that can support aquatic life and agriculture. The WWTP has a capacity of 210 cubic meters per day. The sludge from treated water used during the manufacturing processes is turned into fertilizer. The Company plans to invest in a new state of the art WWTP in Gisenyi.

Procedures and StandardsProcedures and standards governing the day to day business are in place to ensure efficiency optimization and robust internal system. BRALIRWA is certified HACCP and ISO 22000 and ISO 9001.

Total Productive Management (TPM)Quality management is an important facet of BRALIRWA’s operations. The Company’s operations are run using vari-ous proprietary computer and information management systems that are primarily licensed to the Company through arrangements with the Heineken Group. One of the key management efficiency and quality programs used by the Company is the Total Productive Management (TPM) Program.

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2010 Prospectus

The TPM is a program that is aimed at translating the production process into higher productivity, a better product and fewer losses of raw materials, water and energy. The Program enables the Company to constantly measure and monitor the progress of its Key Performance Indicators (KPI). Over the past 10 years, BRALIRWA’s Key Performance Indicators (KPI) have shown a remarkable improvement, supported by the TPM program.

Products

BRALIRWA is engaged in the production, distribution and sale of a wide range of beer brands and sparkling beverages brands. Its products are designed to match the varied consumer tastes and preferences in the market.

BeerThe Company’s beer brands include:

• Primus –Primus is Rwanda’s biggest beer brand and is positioned as the national beer of Rwanda. It was the first beer produced when the Gisenyi Brewery commenced its operations back in 1959 and can be seen as the heart of the Rwandan beer market. It has strong sponsorships in national football and music. Primus is a regional brand of the Heineken Group that is also produced in Burundi, Democratic Republic of Congo (DRC), and Congo-Brazzaville. Primus is bottled in 72cl -, and since 2007 also 33cl bottles;

• Mützig – Mützig was introduced in 1987 as a local premium beer, positioned as ‘La Prestigieuse’ above Primus. Mützig has a strong position on the Rwandan market and comes second in volume after Primus in the beer market. The name “Mützig” is of French Origin (Alsace Province near the border with Germany). Mützig is available in 65cl and 33cl bottles. Mützig draught beer was also recently introduced to the market targeting a specific sector of the market;

• Amstel – Amstel beer is one of the international beer brands of the Heineken Group. It is produced in 33cl bottles and positioned as an international premium beer brand;

• Heineken – Heineken beer is the flagship beer brand of the Heineken Group. It is positioned as the top interna-tional premium beer brand. Heineken beer is imported in 33cl bottles;

• Guinness - Guinness beer is produced under license of Diageo in 33cl bottles; and• Turbo King– a recently introduced dark beer bottled in 72cl bottles. As a regional brand it is also produced and sold

in Nigeria, DRC and Congo Brazzaville.

With the exception of imported Heineken beer, all the other beers are locally produced by the Company.

Sparkling beveragesBRALIRWA is the sole bottler of The Coca-Cola Company sparkling beverages in Rwanda. Its sparkling beverages brands include:

• Coca-Cola – The flagship brand of The Coca-Cola Company and the highest selling sparkling beverage in Rwanda; Most of the marketing and sponsoring activities are done under the Coca-Cola brand;

• Coke Zero – a sugar-free Coca-Cola drink, that is imported in 33cl cans;• Fanta Orange – the second best selling Fanta brand after Fanta Lemon 14;• Fanta Lemon – this is the most popular Fanta brand flavor;• Fanta Fiesta – a recently introduced Fanta brand (2010), with a fruity blackcurrant flavor;• Sprite – a clear lemon/lime based sparkling beverage;• Krest Tonic – The Coca-Cola Company brand of Tonic Water; and• Vitalo Eau Gazeuse – a local brand of carbonated water.

Unless otherwise mentioned all sparkling beverages are produced and sold in 30cl returnable bottles.

Like the other brewers and bottlers in the region, BRALIRWA uses a returnable packaging system for both beer and sparkling beverages. A deposit value is paid by BRALIRWA clients for empty crates and bottles as well as kegs. Re-cently BRALIRWA introduced 50 cl PET bottles with Coca-Cola, Fanta Orange and Sprite, imported from The Coca-Cola Company in Uganda, with the objective to explore the opportunities of this new pack type segment.

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14 Source: BRALIRWA Company Research

Branding & Advertising

BRALIRWA continuously invests in its brands to assure maximum consumer relevance and acceptance. Impactful and relevant advertising campaigns are in place to position the various brands and assure maximum brand equity and strength. Local consumer research conducted regularly confirms the strength and appreciation of BRALIRWA’s brands.

Primus is positioned as the national beer brand of Rwanda; advertising is based on national Pride and fun and spon-sorship platforms are the Primus National Football League and Music.

Mützig as the local premium brand has a specific campaign confirming the premium quality of the brand. Primus, Mützig and Turbo King Campaigns are developed and produced locally and are well connected to local consumer insights. For the campaigns of the Coca-Cola portfolio, as well as Heineken, Amstel and Guinness, regionalor interna-tional campaigns of these brands are used or adapted for advertising in Rwanda.

Sales and Distribution

The Company has two production sites. Beer and sparkling beverages are produced in Gisenyi and sparkling bever-ages are produced in Kigali. To ensure full availability of its products around the country, BRALIRWA has put in place a strong distribution network that includes BRALIRWA-owned distribution centers (‘depots’), distributor-owned distri-bution centers (or warehouses), distributor-owned or independent sub-distribution centers and independent stock points.

The distribution of BRALIRWA’s products around the country are managed by both the Commercial and Logistics de-partment, where the Logistics department is responsible from BRALIRWA’s internal distribution and the Commercial department handles the distribution towards the customers and consumers. This solid and effective distribution system assures the constant and nationwide availability of BRALIRWA’s products at the recommended selling price.

The Company’s sales region is divided into the following three regions:

• Greater Kigali and GITARAMA Region;• South-East region, including NYAGATARE, KIBUNGO, BUGESERA and BUTARE; and• North-West region, including RUHENGERI, GISENYI, CYANGUNGU and KIBUYE.

The Kigali region is the biggest sales region follow by the North West and Southern region. The volume exported, mainly into the North-Kivu (Goma) region in the DRC and South-Uganda represents around 5% of total BRALIRWA sales volume.

Active distributor management is of high priority at BRALIRWA as the distributors are the key partners in the route-to-market. BRALIRWA not only supports in the day-to-day business, analyzing data, routings and costs, but also sup-ports on the longer term, further increasing the professionalism and way of working of the distributors. They also assist their distributors in obtaining asset financing for the purchase of small trucks for transport and distribution of the Company’s products. A bonus scheme stimulates the distributor to continued improvements and rewards good performance. Furthermore, BRALIRWA ensures that all its distributors meet its specific standards and service levels regarding the distribution of its products and overall running of their enterprises, as well as respect for the environ-ment. The Company’s sales representatives audit and support the distributors and outlets on a regular basis to maxi-mize the performance of BRALIRWA’s products in the market.

Transportation of beer and sparkling beverages to the distributors from the depots and plants is currently undertaken by third parties.

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2010 Prospectus

Market, Market Share and CompetitionProspective investors should refer to the section entitled “industry overview” for more detailed information

The Rwandan beverage market comprises of industrial beers, local brews, sparkling beverages, bottled water and bottled juices. The total industrial beverage market is estimated at approximately 1.5 million hectoliters 15. Non-industrial Categories such as the volume of local brews produced and consumed can only be roughly estimated given the informal nature of the production process.

The consumption of local brews, but also local industrial beer is deeply rooted in the Rwandese culture, and is consumed at all levels of the social strata. The consumption of local brews, being the most affordable drinks on of-fer, are comparable in size to industrial beers , but are increasingly de-stimulated by the Government. There could therefore be significant upside in the industrial beer segment as the economy expands and traditional beer con-sumers enter the industrial beer segment. As in many other markets, also in Rwanda a strong loyalty towards the longstanding locally brewed industrial beers is noted.

BRALIRWA’s Beer MarketFor most of its 50 years presence in Rwanda, BRALIRWA has been the sole brewer and sparkling beverages manu-facturer in the country. With the recent start of the local brewery Brasserie des Mille Collines (BMC) and the launch of its Skol beer brand, BRALIRWA’s market share in the beer segment is estimated at around a strong 94% The Company’s most popular brands, Primus and Mützig beer have a combined share of 88% of the Rwandan beer mar-ket and are therefore clearly the two leading beer brands. The remaining share consists of BRALIRWA’s other beer brands such as Guinness, Heineken, Amstel and Turbo King.

BRALIRWA’s Sparkling Beverages MarketThe Company estimates its market share in the Rwandan sparkling beverages industry to be approximately 99%. Coca-Cola is the biggest brand within sparkling beverages, but Fanta as a brand has a remarkable strong position with its 3 different flavors.

CompetitionThe Rwandan beverages market faces competition mainly from products imported from the EAC. Since the imple-mentation of the common market in the EAC region, competition in the Rwandan beverages market is increasing as new competitors join the market. In February 2010, a local new competitor, Brasserie des Mille Collines, launched its operations in Rwanda with the production of Skol beer. The market share of imported beers from Uganda and Kenya is about 2.5%. The imported beers include products from East African Breweries Limited in both Uganda (Bell Lager) and Kenya (Tusker), and from Nile Breweries Limited in Uganda (Club & Nile Special).

The increased competition on the Rwandan beverage market has been well anticipated by the Company and BRA-LIRWA successfully maintains its leading position in the market.

Company’s Competitive StrengthsDespite the entry of a new player and the increased competitive threat from brewers in the region, BRALIRWA en-visages that it will be able to retain its market share due to the following factors:

• It has brand loyalty & strong brand recognition in the Rwandan market. Rwandans have traditionally been loyal to the Company’s products. BRALIRWA has a solid brand portfolio, consisting of strong and preferred brands. Primus is regarded by them as the national brand, Mützig the national premium brand and Heineken and Amstel the international premium brands. Being the only brewer in Rwanda for the last 50 years, the Company generated strong loyalty and support from its various consumers. Further, the Company enjoys strong brand recognition in the Rwandan market and continues to enforce the different brand equities with active brand management;

• Established presence in the market. The Company has established its presence in the market with a reliable and nationwide distribution network that assures the constant availability at the recommended selling price (i.e urban & rural areas);

• Structural cost of exporting beer to Rwanda from Kenya or Uganda. The freight, fuel and insurance costs make imports uncompetitive relative to BRALIRWA’s products;

• Barriers to import . The relative high costs of transportation in combination with the returnable packaging sys-tem, still impose a barrier to drinks being imported from outside Rwanda, compared to BRALIRWA’s portfolio;

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15 Source: BRALIRWA Management

• The Company’s ability to anticipate and react to customer needs and product offerings. The Company is constantly monitoring consumers’ needs with regular research and tracking taking place. This clear consumer - and market focus enables BRALIRWA to launch new products and pack types based on market demand;

• The Company has a wide and efficient distribution network spread across the country;• BRALIRWA is monitoring the opportunities to export its products to the East African region. The start of the EAC

further provides the Company with new opportunities;• Efficiency. The Company operates one of the most efficient bottling lines in Africa licensed by The Coca-Cola Com-

pany; and• People. BRALIRWA is committed to maintaining a dedicated workforce with a strong work ethic. It has achieved this

through an ongoing programme aimed at continually developing the Company’s human resource capacity, utilizing Heineken Group and The Coca-Cola Company training programmes that focus on quality, improved working meth-ods, engineering, and brewing, amongst others. The various training programmes are undertaken locally, regionally and internationally, mainly in the DRC, and Europe.

Customers / Suppliers

Due to the strong and wide spread distribution network that BRALIRWA has put in place (which includes BRALIRWA-owned distribution centers (‘depots’), distributor-owned distribution centers (or warehouses), distributor-owned or independent sub-distribution centers and independent stock points), no customer or supplier currently exceeds more than 10% of the turnover of BRALIRWA.

SuppliersThe suppliers of BRALIRWA are those that supply the input materials used in the production process and deliver ser-vices to the Company. The Company uses water, barley malt, hops, yeast, maize, and sugar as raw materials in the production process. The Company’s input materials are sourced from different sources and the Company has main-tained its relationships with its main suppliers for a period of over 2 (two) years.

The table below shows the primary raw materials and packaging materials used in the production process and the place of origin.

Table 4c: Raw materials and packaging materials used in the production process RAW MATERIALS SUPPLIER SOURCE

Malt Europe

Hops Europe / Asia

Maize Rwanda

Sugar Zambia

Carbon dioxide Internally produced

Water Electogaz Rwanda

Crowns Kenya / Egypt

Labels KenyaSource: BRALIRWA Company Research

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2010 Prospectus

The procurement of input materials sourced from Europe, Asia and Africa and is managed by BRALIRWA with the support of Heineken’s central purchasing system.Packaging materials, especially returnable bottles for both beer and sparkling beverages are imported from two (2) sources i.e., Central Glass Industries Limited in Kenya, a company owned by BRALIRWA’s Sub-Regional competitors, East African Breweries Limited (EABL); and from KIOO in Tanzania. Plastic crates are being sourced locally by Rwanda Plastics S.A.

Maize grits are sourced from MINIMEX, a local maize milling company. The maize processed by MINIMEX is from local farmers, as well as from Tanzania and Uganda as the local supply capacity is not yet sufficient in terms of quality and quantity to meet the demand.

Fuels like heavy fuel for the boilers used in the production processes in both Gisenyi and Kigali, and diesel for the transport trucks, is imported by ocean/sea through the Port of Mombasa in Kenya, and thereafter transported by rail, road through Kenya and Uganda, to Rwanda. Due to supply complexities (long lead time), the Company has to ensure that it has adequate supplies to sustain its activities.

Supply chain management is an important aspect in BRALIRWA’s operations. Given that Rwanda is landlocked and a large percentage of the Company’s input materials are sourced outside the country, the Company needs to maintain an efficient supply chain to ensure that production continues uninterrupted. The Company uses the port of Mom-basa, Kenya to clear its imports and then transports the materials via the northern corridor through Uganda. On average it takes 3 – 4 weeks to ship materials from Mombasa to Kigali, a distance of 1,090 kilometers. BRALIRWA uses SDV Transami to clear and transport goods from Mombasa to Rwanda.

Board and Corporate Governance

Board of Directors The Board is responsible for managing, directing and supervising the business and affairs of the Company. The Board has the power to appoint a Managing Director or General Manager who is charged with the management of the day to day operations of the Company. Where a Managing Director is appointed he is required to sit on the Board, a Gen-eral Manager is not entitled to sit on the Board.

CompositionAs at the date of this Prospectus, the Board comprises of nine (9) Members all of whom, are non executive Directors. Six (6) of the Board members represent the Heineken Group and three (3) represent the Government of Rwanda. The Board is headed by a Chairman, and in his absence, by the Vice Chairman.

The Directors are not dependent on the Company for their incomes other than for their Directors’ fees and allow-ances. They are independent and not involved in any business relationships with the Company that could hinder or encumber their independent judgment.

Change in Board CompositionAfter the Listing of the Company’s Shares on the Rwanda Stock Exchange, the Board composition will be amended, in accordance with Article 36 & 90 of the Company’s Articles, to comprise of a maximum of five directors with at least one of the Directors resident in Rwanda. Further, all the current Directors will resign, or shall be deemed to have resigned and may be reappointed by an ordinary resolution provided that the number does not exceed the maximum number of five Directors.

Board MeetingsBoard meetings are convened by the Chairman of the Board or in his absence, by the Vice Chairman or upon the re-quest of two Board members made to the Chairman or Vice Chairman. The Board meets at such other times it deems necessary.

For further information on directors, refer to Part Five of this document.

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Internal Controls

The Company is divided into different departments i.e. finance, commerce, production, logistics and human resource departments. Each department is further divided into divisions / sections operating under them and therefore, has in place different methods of internal controls that are aimed at ensuring that business targets are met and that the operations of the Company run smoothly and uninterrupted.

Continuous appraisals of the different sections and individual employees and their performance are undertaken either on a monthly, quarterly, semi-annual and annual basis depending on the section and employees categories.

Corporate Social and Environmental Responsibility (CSR)

BRALIRWA believes in making a difference to the society in which it operates and seeks to participate in CSR activi-ties in the most appropriate way. CSR is an important aspect not only to its business but also plays an important role in the economic social development of the country. The Company’s key theme in all its CSR programs / activities undertaken is ensuring sustainability across all aspects of its business by:

• Improving environmental impact;• Empowering their communities; and• Positively promoting the role of beer in society.

The Company’s social, economic and environmental responsibility activities include the following:

Contributing to the local economy Through payment of taxes and provision of employment, BRALIRWA contributes significantly to the local economy, being the largest tax payer in Rwanda comprising approximately 12% of its domestic tax revenues.

The Company also engages in projects that contribute directly to the local economy. An example is the project un-dertaken by BRAMIN to grow maize locally, hence reducing the need for imported maize. In 2008, with BRALIRWA’s decision to start using maize grit as an ingredient in Primus, it began sourcing maize locally from a Rwandan compa-ny, Minimex. At the time, Minimex was unable to supply BRALIRWA with sufficient quantities of high quality locally grown maize, and therefore had to supplement its supply with imported maize from neighbouring EAC states.

In order to secure the supply of high quality maize in sufficient quantities, BRALIRWA and Minimex established a joint venture company, BRAMIN, which undertook a project to grow maize locally. BRALIRWA contributed 250 ha to the joint venture company. The maize growing project was supported by the State of The Netherlands, which funded EUR 495,000 out of the total project budget of EUR 825,000. The project also served to stimulate high yield maize growing in Rwanda to decrease imports and support agricultural development in the country.

Health SupportThe Company has its own clinics that are located at the brewery in Gisenyi and the sparkling beverages plant in Kigali. All employees and family members are treated free of charge. Patients are referred to hospitals in Rwanda or abroad when needed.

It also has in place a comprehensive HIV/AIDS program that includes health care for its employees and family mem-bers. The program offers HIV/ AIDS services including guaranteed ARV therapy for employees, quality voluntary counseling on sexual health and relationships, testing (VCT) and onsite medical personnel addressing the psycho-social needs of HIV positive patients.

The Company has undertaken a euro 600,000 malaria mosquito net project that is supported by the Heineken Africa Fund. The project is aimed at participating in the country’s effort of curbing malaria prevalence in Rwanda and creat-ing production capacity and capabilities to produce mosquito bed nets in Rwanda.

Charity work

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2010 Prospectus

Charity is also a crucial component of the Company’s CSR program. BRALIRWA is involved in a number of charity projects and some of these include:

• Annual maintenance of the Rwandan Genocide Memorial garden;• Engaging in tree planting initiatives - for instance the “Tree planting at school” project (since 2007), undertaken

by the Company in which it participated in Rwanda’s re-forestation programme, and promoted environmental protection amongst school children; and

• Offering support to local schools. The Company built a primary school close to the brewery in Gisenyi to which employees’ children and children living near the brewery could attend. This initiative helps in supporting the Gov-ernments priority of national education. Furthermore, in its support of education, the Company is investing RwF 250 million in a secondary school in Rubavu, in the neighborhood of the brewery.

Positively promoting the role of beer in society The Company encourages responsible beer consumption. It intends to ensure that all its labels have messages em-bedded in them which tell consumers to drink responsibly and are working with the Rwanda National Police to assist it in this endeavour. In 2010, the Company launched a “Don’t Drink and Drive” campaign in cooperation with the Rwanda National Police. Furthermore, it actively discourages underage drinking.

Environmental ResponsibilityEnvironmental awareness is another aspect of the Company’s quest to be socially responsible. It constructed the Waste Water Treatment Plant which treats waste water coming from the Kigali sparkling beverages plant by ensur-ing that it is at a level that can support aquatic life and agriculture thereby benefiting the communities living in the areas around the site.

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Future Plans and Prospects The Directors believe that BRALIRWA’s future prospects are positive. Given the Company’s world class products sup-ported by the Heineken Group (the majority shareholder), BRALIRWA anticipates remaining relevant in its market place and will continue to retain its focus on Rwanda. The Directors’ expectation is for continued economic growth in Rwanda, which should provide scope for improved per capita incomes, which will boost demand for the Company’s products, with the aim that it continues to be a leading producer of beers and sparkling beverages in Rwanda with good retention of clientele and of quality employees.

In addition, continuing to benchmark itself against world class beverage producers, BRALIRWA aims to retain its lead-ership position in Rwanda’s beverage industry. The Company will be looking to maintain its market share at around 94%, mainly through a solid route-to-market, good sales execution in the market and a constant consumer focus.

In the immediate coming years, the Company will continue leveraging on its capital management strategy to grow shareholder value. It will continue to expand various aspects of its production capacity in order to meet the growing demand for its products. This will include coordinated expansion of the key facets of its brewery at different times i.e. brewing, fermentation and bottling so as not to create any bottlenecks in the production process.

The Company’s growth strategy focuses mainly on the national brand, Primus, which is seen as the beer that will create the greatest growth in consumption as the lower strata of society improve their disposable income with the expansion of the Rwandese agro based sector and economy at large. This is especially as Primus is currently seen as an aspirational product, and people are proud to upgrade to Primus as their disposable incomes improve. BRA-LIRWA’s strategy will be driven by ensuring proximity to the customer at all levels of society and effective distribution of its products.

The Offer and the Listing will also be a major positive impact on the Company, as it will support recruitment of the Company’s customers, distributors and staff to become shareholders, which will in turn create long term relation-ships and value.

The challenges to BRALIRWA’s prospects include:• Landlocked nature of Rwanda, which increases the cost of importing input materials;• High cost of energy, which currently stands at 22 US cents per kilowatt hour, which increase production costs for

beer and sparkling beverages; and• Entry of competition into the market place.

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2010 Prospectus

53

PART FIVESHAREHOLDERS, DIRECTORS,

KEY MANAGEMENT & EMPLOYEES

PART FIVE: SHAREHOLDERS, DIRECTORS, KEY MANAGEMENT & EMPLOYEES

Principal and Selling Shareholders

Ownership of share capital and voting rights in the Company.As at the date of this Prospectus the share capital and voting rights in the Company are held as follows:-

Table 5a: ShareholdersSHAREHOLDER NUMBER

OF SHARES% OF ISSUED SHARES % OF

VOTING RIGHTS

Heineken International B.V. 205,740,000 40 40

Beleggingsmaatschappij Limba B.V. 179,975,000 35 35

The State of Rwanda 128,570,000 25 25

BRALIRWA is owned by the three shareholders listed above. Two of these shareholders Heineken International B.V. and Beleggingsmaatschappij Limba B.V. are wholly owned subsidiaries of Heineken N.V..Heineken N.V. is a public limited liability company incorporated under the Laws of Netherlands and is domiciled in the Netherlands.

The State of Rwanda has entered into an agreement to sell to Heineken International B.V. 5% of the Shares.

Shareholding structure of Heineken N.V.50.05% of Heineken N.V. is owned by Heineken Holdings N.V., 41.139% is publicly held and 8.856% is held by FEM-SA. S.A. de C.V.

Heineken Holdings N.V. is in turn owned 35.06% by the public, 50.005% by L’arche Green N.V. and 14.94% by FEMSA S.A. de C.V. L’arche Green N.V. is owned 88.42% by the family of Alfred Henry Heineken and 11.58% by the Hoyer family.

FEMSA, S.A. de C.V. is a public company listed in Mexico on the Bolsa Mexicana de Valores and is also listed on the New York Stock Exchange. It is the biggest beverage company in Latin America. It acquired its equity stake in the Heineken Group by transferring its entire beer business to the Heineken Group.

No other person has a direct, or indirect, beneficial ownership in the Company of 5% or more.

Directors of Heineken N.V.The Heineken Group has a management structure whereby its executive board and a supervisory board are respon-sible for the overall management of the Heineken Group of Companies. Management responsibility is however centralized at the Company’s executive level.

The table below shows the composition of the executive and supervisory board of Heineken N.V.

PART

FIV

E

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2010 Prospectus

Table 5b: Executive and Supervisory board of Heineken N.V.NAME AGE RESPONSIBILITY

Executive board

Jean-Francois VAN BOXMEER (Belgian) 49 Chairman / CEO

Rene Hooft GRAAFLAND (Dutch) 55 Member / CFO

Supervisory board

Cees (C.J.A.) VAN LEDE (Dutch) 68 Chairman / Company Secretary

José Antonio (J.A.) FERNÁNDEZ CARBAJAL ( Mexican) 62 Vice-Chairman, CEO, FEMSA, S.A.B. de C.V.

Maarten (M.) DAS (Dutch) Advocate

Michel (M.R.) DE CARVALHO (British) 66 Investment Banker

Jan Michiel (J.M.) HESSELS ( Dutch) 68 Company Director

Jan Maarten (J.M.) DE JONG (Dutch) 65 Banker

Annemiek (A.M.) FENTENER VAN VLISSINGEN (Dutch) 49 Company Director

Mary (M.E.) MINNICK (American) 51 Company Director

Christophe (V.C.O.B.J.) NAVARRE (Belgian) 52 Company Director

Javier Gerardo (J.G.) ASTABURUAGA SANJINÉS (Mexican) 51 Chief Financial Officer

Chart 5a: Diagramatic presentation of the Shareholding structure of BRALIRWA and its shareholders

PART FIV

E

55

Chart 5c:

Source: Heineken N.V. Annual Report(2009)

Source: Heineken N.V. Annual Report(2009)

Board of Directors of the Company

Table 5d: Board and Senior ManagementNAME AGE POSITION / SHAREHOLDERS

REPRESENTATIVEACADEMIC/ PROFESSIONAL QUALIFICATION

Jean Paul VAN HOLLEBEKE 54 Chairman MA (Business Engineering)

James KAMANZI 41 Vice Chairman MBA, ACCA (final stage)

Thomas Arie DE MAN 62 Non –Executive Director MA (Food Technology)

Lazare NZORUBARA 67 Non –Executive Director

René VAN DER GRAAF 45 Non –Executive Director Bachelors degree (Business Administration & Economics)

Pierantonio COSTA 71 Non –Executive Director BA (Agriculture)

John NYOMBAYIRE 65 Non –Executive Director BA (Economics)

George GAKUBA 38 Non –Executive Director LLM (CO)

Chantal MUBABURE 41 Non –Executive Director MSC(Audit & Management Control), BA (Economic Sciences)

SENIOR MANAGEMENT

Sven-Erik PIEDERIET 37 Managing Director PGD (Certified Management Accountant & Certified in Financial Management), MA (Finance. & Economics), BBA

Willy NGANA 48 Financial Director BA (Economics, Finance &A administration)

Eugene TWAHIRWA 51 Company Secretary LLB

Alexander KOCH 38 Commercial Director LLM

Alain MAWICK 50 Technical Director BA (Elec. Eng.)

Sonia KUBWIMANA 39 Human Resource Director BA (Finance & Economics)

Gerard BAYINGANA 55 Logistics Director MBA. (Finance & Economics) BA (Finance & Economics)

Célestin BIGILIMANA 45 Internal Audit Manager BA Economics

Note: The use of the word Director in regard to Senior Management refers to titles internal to the Company, as opposed to the statutory definition of director of the board.

Directors Declaration

None of the Directors has been, nor is currently, the subject of a filing of a petition for bankruptcy. None of the direc-tors has been convicted of a criminal offence, nor is any director the subject of current criminal proceedings. None of the Directors has been ruled temporarily or permanently unfit to engage in any business practices.

Directors Interest

As at the date of this Prospectus, none of the Directors of the Company holds a direct or indirect interest in the share capital of the Company.

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2010 Prospectus

Directors Profiles

Jean Paul VAN HOLLEBEKE (Chairman of the Board)Jean Paul, aged 54, joined the Board in 2008. He joined the Heineken Group in 1988 as the Managing Director of Companie Industrielle de Boisson in DR Congo. In 1990, he became the Managing Director of BRARUDI and BRAGITA in Burundi. He has held various positions in the Group including the position of Deputy Director Asia Pacific (1994-1998), Managing Director Heineken Slovensko (1999 – 2005), and Managing Director North Africa & Middle East (2005 – 2008).

He is currently the Managing Director Middle East, North and Central Africa. He holds a Masters degree in Business Engineering from the University of Brussels, École de Commerce Solvay.

James KAMANZI (Vice Chairman of the Board)James, aged 41, joined the Board in 2009. He is currently the Chief Financial Officer for Rwanda Development Board (RDB) after holding the position for Director General – Corporate Services for a period of two years. He has previ-ously worked for Rwanda Investment & Export Promotion Agency (RIEPA), Kigali Institute of Science, Technology and Management (KIST) and ELECTROGAZ- Rwanda.

He holds a Masters degree in Business Administration (MBA), from the University of Natal, Durban (South Africa). He is currently studying for the final stage of the Association of Chartered Certified Accountants ACCA (UK).

Thomas DE MAN (Non-Executive Director)Thomas, aged 62, joined the Board in 2003. He joined the Heineken group (Brouwerijen) in 1971. He was posted first in the Dutch- based Heineken Technical Services, then he held a number of positions in various regions including Asia Pacific Breweries — Singapore, Nigerian Breweries Plc, license operations in Korea/Japan and Heineken Italy. He returned to the Netherlands in 1986 to take up the position of Regional Technical Manager for the Asia, Australia and the Oceania region, and was subsequently appointed Corporate Production Policy & Control Director Heineken International.

In February 2003 he was appointed Managing Director of Heineken’s operating companies, Participations and Li-cense operations in the Sub-Saharan African continent, and from October 2005 as the, Regional President Africa and Middle East, based in Amsterdam. He is a member of Heineken’s executive committee.

Thomas holds a Masters degree in food technology from Agricultural University of Wageningen, the Netherlands.

Lazare NZORUBARA (Non-Executive Director)Lazare, aged 67, joined the Board in 1999. He is a trustee for several organizations. During the period 1998 to 2003, he served as delegated regional director investor relations for the Heineken Group. Between 1977 and 1985 Lazare was Burundi Ambassador in various countries including France, Spain, Germany, Sweden, Vatican, Denmark, Norway, Austria and Finland.

René VAN DER GRAAF (Non-Executive Director)Rene, aged 45, joined the Board in 2009. He is currently the General Manager BRARUDI (Burundi), a position he has held since 1 April 2009. Prior to this he was the Commercial Director (from 1 January 2006 till 31 March 2009) moni-toring and guiding of marketing and sales related initiatives for all markets in seven markets in Asia Pacific region (New Caledonia, Australia, Japan, South Korea, Taiwan, Hong Kong, Exports Asia Pacific), combined.

He holds a Bachelors degree from Amsterdam School for Business Administration and Economics, Amsterdam.

Pierantonio COSTA (Non-Executive Director)Pierantonio, aged 71, joined the Board in 1993. He has been a businessman since 1955 with operations in various sectors of the economy in Rwanda and Burundi. He is a director of many companies in Rwanda including, SORAS and SORWATHE. He is the former Italian consul in Rwanda.

He is a graduate from the agricultural school of Verona in Italy.

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John NYOMBAYIRE (Non-Executive Director)John, aged 65, joined the Board in 1999. He possesses vast experience in the banking industry in a career spanning 29 years in which he has held various executive positions. He is a director of various other companies. He was President of the Rwanda Association of Manufacturers and has been an active member of Rotary in Rwanda.

He holds a Bachelors degree in Economics and Education from Universite Officielle du Congo, Lumbumbashi.

George GAKUBA (Non-Executive Director)George, aged 38, joined the Board in 2005 representing the Government of Rwanda. George has held various leader-ship positions in the wider Rwanda, African and the global arena. Currently he is the executive secretary for Rwanda Economic and Social Development Council (RESC), in the prime minister’s office. He holds a Master of laws (Corporate law) degree from the University of Witwatersrand, Johannesburg South Africa; and a Bachelor’s degree in Law from the National University of Rwanda.

Chantal MUBARURE (Non-Executive Director)Chantal, aged 41, joined the Board in 2005. She is a consultant working with both government and non governmen-tal institutions in countries around the globe. Her recent consulting roles include the operational review and audit for PAFOR (a forest management project) in July 2010, assistance to the public Investment Secretariat (Ministry for Finance & Economic Planning) on Development Budget programming in March 2010, and review of the East African Community institutional framework for operationalization of the common market in 2009.

She holds a Bachelor’s degree in Economic Sciences from the National University of Rwanda, and attended a Masters training program in Audit and Management control from High School of Management, Paris, France.

Management

The overall management of the business of the Company is vested in the Board of Directors. However, the respon-sibility for the day to day management of the organization lies with the Managing Director. He is assisted by the finance director, commercial director, technical director, human resource director and the logistics director, all of whom report to him with the exception of the internal audit manager who reports to the Board.Below is the management structure of the Company.

Graph 5b: Company Organogram

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Graph 5e:

2010 Prospectus

Profiles of Management

Sven-Erik PIEDERIET (Managing Director)Sven, aged 37, joined BRALIRWA in August 2007 as the Finance Director. He served in that position until January 2009 when he was promoted to Managing Director. Prior to joining BRALIRWA, he worked at Al Ahram Beverages Egypt (Heineken Egypt) in the position of Corporate Finance Manager and Associate Director of Costing and Financial Analysis. Prior to this, he was Finance Director at Cervecerias Baru (Heineken Panama) in Panama, Business Analyst at Heineken Head Office in Amsterdam and Senior Financial Controller at the Heineken Netherlands sparkling bever-ages company Vrumona.

He holds Post Graduate Degrees (Certified Management Accountant & Certified in Financial management) from the Institute of Certified Management Accountants (USA), a Masters degree in Finance and Economics from Vrije Uni-versiteit Amsterdam and a Bachelor degree in Business Administration from Nijenrode University, The Netherlands Business School.

Willy NGANA (Finance Director)Willy, aged 48, joined BRALIRWA in March 2009. He started his career as an external auditor at PricewaterhouseCoo-pers in Kinshasa, DR Congo. After his external audit experiences at PWC, he was the audit manager of BRALIMA, DRC. Prior to the current position, he was based in the Netherlands at Heineken Head Office as Regional Business Control-ler Manager for the Heineken Western Europe Region (2007-2009) responsible for France, Italy, Spain, Ireland, Duty Free and Export Businesses and Regional Audit Manager for Heineken Global Internal Audit, responsible for Africa and the Middle East Region (August 2002-May 2007). He coordinated the functioning of internal audit function of the Heineken operating companies located in Egypt, Lebanon, Emirates Dubai, Nigeria, South Africa, Namibia, Sierra Leone, Democratic Republic of Congo, Congo Brazzaville, Rwanda, Burundi, Reunion, New Caledonia, Martinique and Guadeloupe.

He holds a Bachelors degree in Economics (Finance and Accountancy) from the Institute Superieur de Commerce of DR Congo.

Alexander KOCH (Commercial Director)Alexander, aged 38, joined BRALIRWA in November 2007. Prior to the current position, he was based in the Nether-lands at Heineken Head Office as Regional Marketing Manager for the Heineken Western Europe Region. He started his career at Heineken in November 1997 and he held several commercial postions (marketing, trade marketing, sales) in Heineken’s Dutch operating company. He holds a Masters Degree in Law from the University of Leiden.

Alain MAWICK (Technical Director)Alain , aged 50, joined BRALIRWA in September 2007 as a Technical Manager. He served in the position of Technical Manager for two years after which he was promoted to become the Technical Director. Prior to joining BRALIRWA, he worked at BRALIMA in the DR Congo for 23 years in various capacities in supply chain management. He holds a Bachelors degree in Electrical Engineering from Institute Superieur des Techniques Appliquées in the DR Congo.

Gérard BAYINGANA (Logistics Director)Gerard , aged 56, joined BRALIRWA in January 1995 as a Planning and Control Manager. He served in the position of Planning and Control Manager for six years after which he took over oversight of the logistics docket. Prior to joining BRALIRWA, he worked at Electrogaz as director of Finance and Administration. He holds various executive positions in the DR Congo at Siemens, Africar and FIDE.

He holds a Masters Degree in Finance and Economics from Maastricht School of Management.

Sonia KUBWIMANA (Human Resource Director)Sonia, aged 40, joined BRALIRWA in January 1995 as a Treasury Manager. She served in this position for eight years af-ter which, she moved to the Training and Development position within the HR department. Sonia’s human resources experience spans performance management, job evaluation and classification, recruitment, employee training and career development, motivation and feedback models.

She holds a Bachelors Degree in Economics and Administrative Sciences from the University of Burundi and is cur-rently pursuing a Masters Degree in Business Administration from Maastricht School of Management.

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Eugène TWAHIRWA (Company Secretary)Eugène, aged 51, joined BRALIRWA in 1996 as a Legal Officer. Prior to joining BRALIRWA he was Deputy Secretary Chamber of Commerce of Rwanda. He possesses extensive experience in tax law and in business law (spanning 24 years) and more particularly in drafting law, contract, legal studies, legal translation and legal audit. He has served as a state advocate in Rwanda for ten years.

He holds a Bachelors degree in Law from National University of Rwanda. Eugene has attended various trainings span-ning the areas of arbitrage & business law, leadership, new technologies and information law and communication.

Célestin BIGILIMANA (Internal Audit Manager)Célestin, aged 45, joined BRALIRWA in November 1998 as an Internal Auditor. Prior to the current position he worked as a personnel manager in Human Resource department. He holds a Bachelor degree in Economics from the Na-tional University of Rwanda. His experience spans enterprise risk management, finance and accounting.

Staff

As at the date of this Prospectus, the Company had a total staff complement of 528, 45 of whom are managers (19 in Gisenyi and 26 in Kigali). The Employees are categorized into three i.e., permanent staff, staff employed on fixed term contracts and expatriate staff.

The Company attaches great value to its employees. It consists of dynamic highly qualified individuals, who play an important role in ensuring that the Company’s objectives are achieved.

One of the Company’s values is bringing enjoyment for life not only to its consumers but its employees as well. The Company offers extensive and continuous training to its employees allowing them to enhance their skills and ensur-ing that they add value to the Company.

Remuneration / Incentives

Aside from National Social Security Fund contributions, the Company offers a number of benefits to its employees. These include:

1. A performance based bonus scheme depending on function and job level.2. The Company leases vehicles for senior management and provides certain members of staff with a vehicle if required for

their duties. Further, employees are entitled to a car loan whose interest is subsidized. Under the scheme the Company subsidizes the interest payment by paying 7.5% interest on the car loan and the employee tops up the balance.

3. The Company has a global insurance scheme that receives contributions from the Company and from Employees each of whom contribute 4% of the Employees basic salary. The Employees benefit from this scheme in the following ways:

a. Upon attaining retirement age of 55 years, an employee receives the accumulated savings with accrued interest thereon at a rate of 6% p.a.;

b. in case of death:• accumulated savings with accrued interest thereon at 6% p.a.;• RwF 300,000 (EUR 400) to cater for funeral expenses is paid to the beneficiaries of the deceased Employee;• payment of a lump sum equal to the deceased Employees’ annual salary is also paid to the beneficiaries;

c. total/permanent disability as consequence of accident:• Accumulated savings with accrued interest thereon at 6% p.a. Payment of a lump sum equal to the Employees

annual salary;d. in addition to the above schemes, at retirement, the Company pays a lump sum of one month’s basic salary for every

period of five years service to the Company.

4. The Company has arranged mortgage facilities for the Employees and subsidizes part of the interest payment under the mortgage. The Company provides its expatriate staff with accommodation and also covers related expenses.

5. Medical treatment is provided to the staff free of charge. The Company has a medical department and dispensaries staffed with doctors, nurses and other necessary staff for the employees and their families. The dispensaries provide both medical consultations as well as medicines. At the discretion of the medical staff and management, staff can be treated outside the dispensaries at the Company’s cost.

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Other benefits in kind include:6. Uniforms are provided for Employees’ children in primary school.7. A foundation, the BRALIRWA Social Foundation set up as a separate trust with a RwF 90 million fund that provides school

fees for orphans of former Employees killed in the 1994 war for primary school, secondary school and university, has plans to extend this to bright children of current members in primary school. BRALIRWA pays any additional expenses incurred by the Foundation from its operating expenses.

8. Drinks are provided to staff at special occasions.

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PART SIXSTATUTORY AND GENERAL INFORMATION

2010 Prospectus

PART SIX: STATUTORY AND GENERAL INFORMATION

Incorporation and Share Capital History

BRALIRWA was incorporated as a private limited liability company under the laws of Rwanda to engage in the pro-duction of gaseous and non gaseous products in 1963, and became a public limited liability Company on 24 May 1996.

As at 30 June 2010, the Company’s authorised and issued share capital was RwF 385,713,750 divided into 102,857 ordinary shares with a par value of RwF 3,750 each.

Table 6a: Share Capital before the Stock SplitSHARE CAPITAL AMOUNT (RwF)

Authorised share capital

102,857 ordinary shares of RwF 3,750 each 385,713,750

Issued and fully paid share capital

102,857 ordinary shares of RwF 3,750 each 385,713,750

Stock SplitOn 11 November 2010, an EGM of the shareholders of BRALIRWA was held and the shareholders resolved that the Company’s 102,857 authorised and issued Shares each with a nominal value of RwF 3,750, be split by a ratio of 5000:1, thereby increasing the authorised and issued shares to 514,285,000 Shares, each with a nominal value of RwF 0.75. The share capital structure of the Company as at the date of this Prospectus is as follows:

Table 6b: Share Capital after the Stock SplitDESCRIPTION NUMBER OF

SHARESNOMINAL VALUE OF SHARE

(RwF)

Authorized Share capital 514,285,000 ordinary shares of RwF 0.75 each 385,713,750

Issued share capital 514,285,000 ordinary shares of RwF 0.75 each 385,713,750

Shareholding StructureAs at the date of this Prospectus, the Company’s Shareholding Structure is as follows:

Table 6c: Current Shareholding StructureSHAREHOLDER NUMBER AND CLASS

OF SHARESPERCENTAGE OFISSUED CAPITAL



The State of Rwanda 128,570,000 ordinary shares 25%

Total 514,285,000 ordinary shares

PART SIX

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Properties or Principal Establishments / Land & Fixed Assets

BRALIRWA owns the properties on which its principal establishments are situated being the brewery at Gisenyi and the sparkling beverages factory at Kigali. The latter property also houses the Company’s registered offices. There are several depots around the country from which distribution of the Company’s products are undertaken .These depots are either owned by the Company or leased from third parties .The Company also owns several residential properties that house staff at Gisenyi and Kigali.

Titles for Properties at Gisenyi The Company lost all the original title documents for its properties in Gisenyi; these are documents for the premises on which the brewery is located, the access road which has a distinct title and eight residential properties. The docu-ments were lost in 1994. The Company however has copies of documents evidencing its title to the said properties and is registered as the owner of the said properties at the Rwandan official land registry.

To obtain official duplicate titles the Company is required to apply to court where it has to produce documents evidencing its title and the court then issues appropriate judgment in this regard. The Company has obtained court orders in respect of two of the properties and will be taking similar court action for the other properties with lost title.

A summary of all the properties owned and/or leased by the Company is available at the Company’s registered of-fices for viewing during the Offer Period and has also been deposited with the Registrar General and filed along with a copy of this Prospectus.

The leases for the Company’s depots range from terms of 3 to 30 years and are either registered or in the process of registration/renewal. Details of the properties relating to its principal establishments, the brewery, the sparkling beverages plant and a waste water treatment plant are set out below.

Table 6d: Company PropertiesLOCATION OF

ESTABLISHMENTPROPERTY

DESCRIPTIONLEGAL

OWNERTENURE MATERIAL COMMENT

(IF ANY)

Plot No: 06/124 Kiraga/Gisenyi Registered in Vol. R 1 FOLIO 167 on 20 April 1963

Brewery at Gisenyi BRALIRWA SARL Freehold Original title documents lost in 1994. Company will petition the court to get an order to allow issue of duplicate certificate

Plot No: 05/330 Gikondo/Kigali Registered in Vol. RVI Folio 87 on 22 October 1975

Premises with the sparkling beverages plant and principal offices at Gikondo / Kigali

BRALIRWA SARL Freehold

Plot No: 5018 Kicukiro/Kigali« Limonaderie BAT » Registered in Vol. RTXXII Folio 150 on 26 September 2008

Property adjacent to the sparkling bever-ages plant housing a waste water treatment plant.

BRALIRWA SARL freehold

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Material Contracts and Related Party Transactions

The Company has a series of agreements through which it accesses know-how, licences software for a range of services, obtains technical services for its operations and maintenance services for plant, equipment and other ma-chinery and licences trade marks for most of its brand portfolio. The majority of these contracts are with members of the Heineken group and are therefore related party transactions. Below are summaries of material contracts that the Company has entered into, and unless otherwise indicated in the summaries, all the contracts listed are related party transactions.

Technology Transfer and Technical Assistance Agreements

Table 6e: Technology Transfer and Technical Assistance AgreementsSubject Matter and Con-tract value/compensa-tion where material

Under this agreement Heineken Technical Services (“HTS”) has an on-going obligation to provide technical assistance to the Company to ensure that its overall operations including its plant and machinery run optimally, costs of operation are kept low, product produced is of a consistent and acceptable quality and generally provide trouble shooting services.HTS is obliged to visit the Company and inspect its plant and machinery and review operations, take periodic samples and advice on ways to enhance efficiencies.

Date 01 January 1980

Parties Heineken Technical Services (“HTS”) and BRALIRWA

Table 6f: Technology Transfer and Technical Assistance AgreementsSubject Matter and Con-tract value/compensation where material

An Enterprise know-how transfer agreement (“Contrat de savoir - faire d'entreprise “) .Under this agreement Heineken is obliged to share with the Company best practice, know-how and expertise gained by Heineken from its global operations so as to ensure that the Company benefits enterprise wide from Heineken’s continuous innovations in its companies. The agree-ment enables the Company to benefit from research and development as well as practical improvements and expertise that would not be available with its relatively limited resources, size, location and market.


Parties Heineken International B.V. and BRALIRWA

Table 6g: Technology Transfer and Technical Assistance AgreementsSubject Matter A license agreement for use of Qualass a system used in the brewery for quality control.


Parties Heineken International B.V. and BRALIRWA

Trade Mark Licensing Agreement

Table 6h: Trade Mark Licensing AgreementSubject Matter i. “Amstel” beer trade mark, Proprietor – Amstel Brouwerijen B.V. Company has a brand li-

censing agreement dated 18 November 1988 .ii. “Mützig” beer trade mark. Proprietor – Mützig International. Company has brand licensing

agreement dated 07 January 1987. iii. “Turbo King” beer trade mark. Proprietor – Premium Beverages International. Company

has a trade mark licensing agreement dated 08 January 2009. iv. “Guinness” beer trademark Proprietor – Guinness Overseas Limited. Company has a trade

mark licensing agreement dated 18 November 1988. This is not a related party transac-tion.

v. “Guinness” beer trademark Proprietor – Arthur Guinness & Sons Company has a trade mark licensing agreement dated 23 December 2009. This is not a related party transac-tion.

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Distribution and Bottling Agreements

Table 6i: Distribution and Bottling AgreementsSubject Matter i. “Heineken” lager is imported and sold pursuant to a distribution agreement with Heineken

Brouwerijen dated 23 June 1992. ii. The Products of The Coca-Cola Company: The Company manufactures bottles and distributes

Fanta, Sprite and Krest being sparkling beverage brands. This arrangement has been under-taken under a Bottlers Agreement dated 01 January 2002 with The Coca-Cola Company. The Bottlers Agreement contained clauses that authorised the Company to utilise the trademarks of The Coca-Cola Company. The said agreement has expired and the Company and The Coca- Cola Company are currently negotiating the terms of a new contract. This is not a related party transaction.

Material Litigation & Claims

There is no material litigation, arbitration, prosecution or other civil or criminal legal action in which BRALIRWA or its Directors as directors of BRALIRWA are involved which may have a material effect on the business of the Company.

Advisors Consents

All the Advisors to the Offer (Lead Transaction Advisor, Co-Transaction Advisor, Legal Advisors, Reporting Accoun-tants, Lead Sponsoring Broker, Co-Sponsoring Broker, Lead Receiving Bank, Receiving Banks, Share Registrar and Communication Advisors) have given and have not, prior to registration, withdrawn their written consents to act in the capacities stated, and to their names being stated in this Prospectus.

The Reporting Accountants, PricewaterhouseCoopers Rwanda Limited, whose report is included in this Prospectus, have given and have not, prior to registration, withdrawn their written consent to the inclusion of their opinion in the form and context in which it appears.

The Legal Advisors, K-Solutions & Partners and Muriu Mungai & Co Advocates whose report is included in this Pro-spectus, have given and have not, prior to registration, withdrawn their written consent to the inclusion of their opinion in the form and context in which it appears.

Declarations

Except as otherwise disclosed in the Prospectus:

1. No share of the Company is under option or agreed conditionally or unconditionally to be put under option;2. No options to purchase any securities of the Company have been granted to or exercised by a Director of the Company

within the year preceding the date of this Prospectus;3. As at the date of this Prospectus, no payment has been made to any Director of BRALIRWA in the two years preceding

the date of this Prospectus to induce him or qualify him to become a Director or is intended to be paid or given to any promoter;

4. None of the Directors of BALIRWA had or have any direct or indirect beneficial interest in the promotion of BRALIRWA, nor in any property acquired by BRALIRWA during the two years preceding the date of this Prospectus;

5. There are no material service agreements between the Company or any of its Directors and Employees other than in the ordinary course of business;

6. There are no long term service agreements between the Company or any of its Directors and Employees other than in the ordinary course of business; and

7. No Director of the Company has had any interest, direct or indirect, in any property purchased or proposed to be purchased by the Company in the five years prior to the date of this Prospectus.

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Further Declarations / Information in respect of Shareholders / Key Management Staff

It is further declared that to the best of the knowledge of the Directors, as at 30 June 2010:

1. None of the Directors or key Employees is under any bankruptcy or insolvency proceedings in any courts of law;2. None of the Directors or key Employees has been convicted in any criminal proceeding; and,3. None of the Directors or key Employees is the subject of any order, judgment or ruling of any court of competent jurisdiction

or regulatory body relating to fraud or dishonesty.

Documents Delivered to the Registrar of Companies

A copy of this Prospectus, which was delivered to, and registered with, the Registrar General per the Official Gazette no.33 of 16/08/2010, Registrar General’s Instructions and per the Companies Act, had attached thereto:

1. The original written consents of the Transaction Advisors, the Sponsoring Brokers, the Receiving Bankers, the Reporting Accountants, the Legal Advisors, and other Advisors, to act in the capacities stated and to their names being stated in this Prospectus. None of these consents having been withdrawn prior to registration of this Prospectus;

2. The written consent of the Reporting Accountants to the inclusion in this Prospectus of their Accountants Report in the form and context in which it appears, and setting out the adjustments made in arriving at the figures contained in their report herein and giving reasons thereof, which consent likewise had not been withdrawn prior to the registration of this Prospectus;

3. The written consent of the Legal Counsel/Transaction Lawyers to the inclusion in this Prospectus of their Legal Opinion in the form and context in which it appears, which consent likewise had not been withdrawn prior to the registration of this Prospectus;

4. A certified copy of the underwriting agreement in respect of certain elements of the Offer;5. CMAC Approval of the Prospectus; and6. Summaries of the following material contracts:

a. A Technical Assistance Agreement dated 01 January 1980 with Heineken Technical Services;b. An Enterprise know-how transfer agreement (“Contrat de savoir - faire d’entreprise “) with Heineken International B.V.

dated 01 January 2003;c. A Sub-license to use Lotus Notes Software from Heineken International dated 07 April 2000;d. A licence agreement dated 01 January 2003 with Heineken International for use of Qualass a system used in the brew-

ery for quality control;e. A Sub-license from Heineken International dated 09 January 2003 to use modules of the enterprise resource planning

system SAP software modules. Hewlett-Packard International Trade Master Agreement for Heineken global workplace services dated 17 April 2008; and

f. A memorandum setting out the particulars of the Agreement with The Coca-Cola Company under which the Company manufactures, bottles and distributes Coca-Cola, Fanta, Sprite and Krest. The written agreement covering the arrange-ment above has expired and the Company is negotiating a new contract.

Documents Available for Inspection

Throughout the validity period of the Prospectus, the following documents may be inspected without charge at the registered office of BRALIRWA from 8:00 am to 5:00pm on any week day (except public holidays):

1. The Company’s Articles of Association;2. Summaries of each material contract disclosed in Part Six of this Prospectus;3. Certificate of incorporation of the Company;4. Copy of board resolution of the Company dated 11th November 2010 authorizing the the Prospectus that is the subject of

the Offer for Sale of 128,570,000 ordinary Shares to the Public by GoR;5. Copy of shareholders resolution of the Company dated 11th November 2010 approving the Listing on the RSE/ROTC;6. Audited financial Statements of the Company for the preceding three (3) years, together with all notes;7. Interim management accounts for the Company for the half year ended 30 June 2010;8. Legal Opinion which is included in Appendix I of this Prospectus;9. True copies of written consents of the Advisors to the Offer;10. The written statements, signed by the Reporting Accountants;11. Approval relating to the Offer from the CMAC and the RSE/ROTC;12. This Prospectus detailing the Offer; and13. The underwriting agreement in respect of the Offer, if one is entered into.

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68

PART SEVENPROCEDURES FOR, AND TERMS AND CONDITIONS

OF APPLICATION AND ALLOTMENT

2010 Prospectus

PART SEVEN: PROCEDURES FOR, AND TERMS AND CONDITIONS OF APPLICATION AND ALLOTMENT

Timetable

1. The Offer will open at noon on Tuesday 23 November 2010 and will close at 06: 00pm on Friday 17 December 2010.2. Applications must be received by anyone of the ASA listed in Appendix XI not later than 06:00pm on Friday 17 December

2010. The BRALIRWA Board of Directors reserves the right to extend the closing date of the Offer, subject to the approval of the CMAC and the RSE/ROTC.

3. Persons wishing to apply for shares in BRALIRWA must complete the appropriate Application Form accompanying this Prospectus together with the CSD Securities Account Opening Form CSD 1R and return it to one of the ASAs.

4. Under the Offer, GoR is offering for sale 128,570,000 Shares, representing 25% of the current issued capital of the Company.

5. Application has been made to list all the Shares on the RSE/ROTC and no application is being made to list the shares on any other stock exchange.

6. Copies of this Prospectus, with the accompanying Application Forms and CSD account opening forms CSD 1R, may be collected during normal working hours (except Sundays and public holidays) until 6:00pm between Tuesday 23 November 2010 and Friday 17 December 2010 from the Authorized Selling Agents listed in Appendix XI of this Prospectus.

Application Procedures

7. Persons wishing to apply for Offer Shares in BRALIRWA must complete the appropriate Application Form and CSD 1R form. Such forms must be completed in accordance with the provisions contained in this Prospectus and the instructions set out on the Application Form and physically returned to one of the ASAs listed in Appendix XI of this Prospectus.

8. Applications may be made only on the relevant Application Form attached to this Prospectus (whether or not printed as a separate document). Each Application Form must be accompanied by cash, or a valid banker’s draft/cheque or bank guar-antee (refer to Appendix VII) drawn on a licensed operating bank in Rwanda, for the full amount payable for the shares applied for. Payment in the prescribed form should be made in favour of:

Table 7a: Initial Public Offer AccountsBANK ACCOUNT No.

KCB Rwanda S.A. BRALIRWA – INITIAL PUBLIC OFFER RwF ACCOUNT No. 4400388425

Banque Commerciale du Rwanda S.A. BRALIRWA – INITIAL PUBLIC OFFER RwF ACCOUNT No. 8888884-16-94

Banque de Kigali S.A. BRALIRWA – INITIAL PUBLIC OFFER RwF ACCOUNT No. 0318669-57

9. The completed Application Form, together with the necessary cash or banker draft/cheque or bank guarantee should be submitted to any of the ASAs by 6:00pm on Friday 17 December 2010.

10. The ASAs will present all payments in the prescribed forms to the Lead Receiving Banker, KCB Rwanda, for deposit on behalf of the GoR. Due completion and delivery of an Application Form accompanied by a banker’s draft/cheque will constitute a warranty that the draft or cheque will be honoured on the first presentation. If any draft or cheque or guar-antee accompanying an application is dishonoured or not paid on first presentation and the application has already been accepted in whole or part, such acceptance may be rescinded or disqualified, and the shares comprised therein may be transferred to another Applicant upon such terms and conditions as the Lead Transaction Advisor, and the GoR see fit. The original Applicant shall be responsible for losses and all costs incurred.

11. In the event of a rejection, for any of the reasons set out in Rejections Policy below, any such Application Forms and accom-panying cheques shall be returned to the ASA to which the Application Form was submitted for collection by the relevant Applicant.

12. Copies of this Prospectus, with the accompanying Application Form and CSD 1R Form, may be obtained from the ASAs referred to in Appendix XI of this Prospectus.

13. The minimum number of Shares that may be applied for is 100. Thereafter application for Shares must be made in whole numbers multiples of 100 Shares.

14. Save in the case of negligence or wilful default on the part of the Issuer, their Advisors or any of the ASAs, neither the Is-suer, nor any of the Advisors nor any of the ASAs shall be under any liability whatsoever should an Application Form, CSD 1R form, and CSD 5R pledge form not be received by the Closing Date.

15. Joint applications may only be made by individuals (not corporations).16. Presentation of cheques for payment or receipt of funds transferred shall not amount to the acceptance of any

application.

PART SEV

EN

69

17. All alterations on the Application Form, other than the deletion of alternatives, must be authenticated by the full signature of the Applicant or an ASA.

18. Neither BRALIRWA nor the GoR will be directly receiving any applications or payments. No receipts will be issued by BRALIR-WA or GoR for applications and/or remittances.

19. Applications sent by facsimile or by any means other than the methods stipulated in this Prospectus will not be accepted.20. Applications once given are irrevocable and may not be withdrawn once submitted.21. By signing an Application Form, each Applicant:

a. agrees that having had the opportunity to read this Prospectus, it shall be deemed to have had notice of all informa-tion and representations concerning the Company contained herein;

b. confirms that in making such application it is not relying on any information or representation in relation to the Com-pany other than those contained in this Prospectus and it accordingly agrees that no person responsible solely or jointly for this Prospectus or any part thereof shall have any liability for such other information or representation; and

c. authorises a director of the Company to sign on behalf of the Applicant any share transfer required to be signed by a transferee in respect of any Offer Shares that shall have been allocated to the Applicant.

22. A prospective investor wishing to apply for the Offer Shares must duly complete and sign the accompanying Application Form and return the same in its entirety accompanied by payment by way of a bankers or ASAs cheque (an Authorised Cheque) or bank guarantee (as may be applicable), so that it is received by a Receiving Bank by the Closing Date.

23. All such Application Forms must be accompanied by either cash or a bankers or ASAs Cheques (as may be applicable) (an Authorised Cheque) in Rwandese Francs (RwF), drawn on a commercial bank licensed by BNR, for the full amount due for the applicable Offer Shares.

24. For Qualified Institutional Investor and International Investors applying for Offer Shares who wish to make payment after the allotment of shares, payment must be secured by an irrevocable on demand bank guarantee, in the format required by the GoR (see Appendix VII for the required format). The last date of payment for allotted Shares of Applicants who submit bank guarantees shall be the second day following the announcement of the allotment results.

25. If such payment is not made, then the GoR shall call in the bank guarantee allocation of Offer Shares to Applicants shall only be made after payment in full for the Offer Shares has been received by the GoR.

26. The ASA receiving an Authorised Cheque will issue the Applicant with a receipt in respect of the same. Receipts which are counterfoils torn from the bottom of the Application Forms will be issued to Applicants.

27. The ASAs and the Receiving Banks are entitled to ask for sufficient identification to verify that the person(s) making the application has authority or capacity to duly complete and sign the Application Form. The ASAs are therefore expected to undertake all Know your Client procedures and activities on nominee accounts as required by law. The Lead Transaction Advisors and the GoR have the right to demand and be provided with the details of the nominee accounts held by the ASAs to ascertain the eligibility of the Applicant. In default, the GoR may at its sole discretion treat such an application as invalid.

28. Applicants are strongly advised to seek professional advice from either their stock broker or banker before securing any form of loan to participate in this Offer for Sale.

29. All bank charges incurred in submitting an Application Form, together with requisite funds, are for the account of the Ap-plicant.

30. The GoR reserves the right to present all cheques for payment on receipt, to reject any application not in all respects duly completed, and to accept or reject or scale down any other application in whole or in part. Scaling down will apply only if there is an over-subscription.

31. Companies and/or corporate investors, must state the citizenship of the beneficial shareholders and the total percentage of shareholding attributable to citizens of each country.

32. Every Applicant is required to tick the appropriate box on the Application Form as regards his/her residency and or citizen-ship status, where applicable.

33. In the case of Employees & Distributors, the Application Forms together with the accompanying bankers cheque must be delivered to the human resources department of the Company for clearance. The forms will subsequently be forwarded to the Application Processing Agent through an ASA.

34. In accordance with the Law, all Applicants will receive allocated Offer Shares in immobilized form by way of crediting their CSD Accounts with the allocated number of Offer Shares. All Applicants will have to open up CSD accounts when applying for the Offer shares.

35. By signing an Application Form, an Applicant agrees to the transfer of such number of Offer Shares (not exceeding the num-ber applied for) as shall be transferred to the Applicant upon the Terms and Conditions of this Prospectus and subject to the Company’s Articles of Association, and agrees that the Company may enter the Applicant s name in the register of members of the Company as holder of such Offer Shares.

36. So long as the Offer Shares are listed on the RSE/ROTC no stamp, registration or similar duties or taxes will be payable in Rwanda in connection with the transfer of the shares in accordance with current legislation. If an Applicant is tax exempt, they will be required to provide a certified copy of the Tax Exemption Certificate.

37. No interest will be paid on monies received in respect of applications for Offer Shares, nor will interest be paid on any amounts refunded or indeed deposited at the time of application.

38. Commission at the specified rate of 1.5% and 1.0% of the Offer price will be paid to ASAs that are members of the RSE/ROTC and commercial banks licensed by BNR, respectively, on all allocations made to Application Forms received in respect of the Offer which bears the stamp of the ASA or Receiving Bank (as applicable). No commission will be paid on Application Forms which bear more than one stamp.

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2010 Prospectus

39. In the event of a discrepancy between the number of shares applied for and the value thereof, the Lead Transaction Advisor and the GoR may, in their discretion, adjust the number of shares to correspond with the value received for their applica-tion.

CSD Account

40. All Applicants will receive allocated Offer Shares in electronic (i.e. immobilized) form by way of crediting their CSD Accounts with the allocated number of Offer Shares.

CSD Account Opening Procedures during the Offer Perioda. The Applicants will submit duly completed and signed Securities Account Opening Form CSD 1R together with a copy

of his/its identification document to the ASA. In addition, the Applicant, if an individual, will be required to submit to the ASA two recent colour passport size photographs of himself. Where the Applicant is a corporate body, association or other entity the passport size photographs required will be of all the signatories or directors or officers authorized to give any instructions on the account. The photograph should at no time be more than 5 years old.

b. The ASA shall ensure full disclosure of Applicant’s relevant information; verify the accuracy thereof and client’s signature.

c. The ASA , if a Participant as defined by the CSD Law, will enter its CSD identification code (where the ASA is a member of RSE/ROTC), on the form (in the space provided) and will return to the client a copy of Securities Account Opening/Maintenance Form, duly signed. Where the ASA is a Participant, but not a member of RSE/ROTC, the ASA will enter the identification code of the Applicant’s stock broker.

d. The ASA will ensure that the duly filled and signed application form is attached to the CSD 1R form accompanied by a copy of the Applicant’s identification document and the photograph (see 1 above) before submitting the application documents to the Receiving Banks.

e. The Receiving bank(s) will ensure conformity of the above before accepting any application for processing.f. The Receiving bank will capture all the Applicant’s data and submit an electronic file to CDSC accompanied by the

Application Forms, CSD account opening forms and attachments as stated in i above.g. The CDSC shall enter the data obtained from the Securities Account Opening/Maintenance Form submitted by client

into the CSD system.h. The CSD system will generate an Applicant’s identification number.i. Where the ASA is a Participant and a member of RSE/ROTC, it must ensure it retains copies of identification docu-

ments to assist it identify its clients. ASAs must also ensure the safe custody of specimen signatures and the passport size photographs of their Applicants.

41. Applicants will receive allocated Offer Shares in electronic form by way of crediting their CSD Accounts with the allocated number of Offer Shares, the Company will authorise the CDSC to credit the CSD Accounts of such Applicants with the ap-plicable number of allotted Offer Shares in accordance with the instructions set out in the Application Form.

42. In the case of joint applications, the joint Applicants should have a CSD account in the name of the two Applicants.43. On acceptance of any application, the Directors will, as soon as possible after the fulfillment of the conditions relating to

applications and completion of Application Forms, register the allocated shares in the name of the Applicant concerned.

Application procedure where the purchase is financed by a bank44. The shareholder visits the financing bank and completes a CSD 5R Form together with the application documents and

leaves them with the financier to be sent to the ASA.45. The financier/bank will forward the documents (shares Application Form, CSD account opening form, and CSD 5R form to

the ASA.46. The ASA will submit the CSD 5 to CDSC.47. The Application Form accompanied by the CSD 1R account opening form will be submitted to the shares Registrars.48. CDSC will mark lien on the shares as soon as the accounts are opened and credited with shares before commencement of

trading.49. CDSC will confirm to all financiers that liens have been marked by way of letter.

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Rejections Policy

50. The ASAs will present through the Receiving Banks all Authorised Cheques for payment on receipt on behalf of the GoR. Delivery of an Application Form accompanied with payment by way of an Authorized Cheque will constitute a warranty that the cheque will be honored on first presentation.

51. If any Authorized Cheque accompanying an application is not paid on first presentation and the application has already been accepted in whole or part, such acceptance may at the option of the GoR be rescinded and the Offer Shares com-prised therein may be transferred to another person upon such terms and conditions as the GoR deems fit. The entire proceeds of such transfer shall be retained for the account of the GoR, as the case may be, and the original Applicant shall be responsible for any losses and all costs incurred.

52. The GoR shall not be under any liability whatsoever should any Application Form fail to be received by a Receiving Banks or by any Authorized Selling Agent by the 6:00pm Friday 17 December 2010. In this regard, such Application Forms and ac-companying cheques or bank guarantees shall be returned to the ASA or Receiving Bank where the Application Form was submitted, for collection by the applicable Applicants.

53. Applications can be rejected if full value has not been received. It is not sufficient to merely present a cheque for the full amount payable.

54. Applications will also be rejected for the following reasons:a. Missing or illegible name of primary or joint Applicant in any Application Form;b. Missing or illegible identification number, including corporation registration number, or in the case of Rwandan resi-

dents, missing or illegible alien registration number;c. Missing or illegible address (either postal or street address);d. Missing residence and citizenship indicators (for primary Applicant in the case of an individual) or missing residency

for tax purposes for corporate investors;e. Insufficient documentation is forwarded including missing tax exemption certificate copies for companies that claim

to be tax exempt;f. In the case of nominee applications, incomplete information or lack of declaration from the agent submitting the

application;g. Missing or inappropriately signed Application Form including (for manual application only):

• Primary signature missing from Signature Box 1;• Joint signature missing from Signature Box 2 (if applicable);• Two directors or a director and company secretary have not signed in the case of a corporate application;

h. Number of Offer shares does not comply with the rules as set out in Prospectus;i. Amount as payment for number of Offer Shares Applied for is less than the correct calculated amount;j. Authorised cheque has unauthenticated alterations;k. Cheque is not signed or dated or if amount in figures and words does not tally.

Allotment Policy

55. Responsibility for allotting the shares that are the subject of the Offer lies with GoR and the Lead Transaction Advisors.56. The allotment policy will be designed according to the pools allocated between the different categories of domestic and

international investors as follows:a. 35% – Retail (Rwandan nationals and other EAC nationals, with priority to Rwandan nationals);b. 5% – Employees & Distributors;c. 15% – QII (Rwanda);d. 15% – QII (East Africa); ande. 30% – International Investors.

57. The allotment policy for the retail sub-pool will favour Rwandan Nationals who will be allocated at least 60% of the retail tranche in the event of an oversubscription. For the other categories, a combination of a pro rata allotment policy scaling down from the number of shares applied for will be explored in the event of an oversubscription.

58. The Lead Transaction Advisor, the GoR and the Directors of the Company reserve the right to accept or refuse any applica-tion in their sole or discretion, either in whole or in part, or to accept some applications in full and others in part, or to abate any or all applications in such manner as they may determine. All irregular or suspected multiple applications will be rejected.

59. The Lead Transaction Advisor will announce the “Basis of Allotment Criteria” approved by the GoR and the BRALIRWA Board of Directors, to the CMAC, ROTC and the public by advertisement in the press within 30 days of the Closing Date.

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2010 Prospectus

Refunds Policy

60. In the event of an oversubscription, all Applicants that have not been allocated in full the number of Offer Shares applied for and the Offer Shares not allotted will be refunded by use of Receiving Bankers cheques no later than 30 working days after allotment.

61. The refund cheques will be available at the Authorised Selling Agent (ASA) at which an Applicant submitted their Applica-tion Form.

62. Any refunds paid back to EAC nationals outside of Rwanda and Foreign Applicants, with the exception of QII’s that submit bank guarantees, will be by telegraphic transfer in Foreign Currency, at the cost of the respective Applicant.

Foreign Investors

63. The GoR foreign investment policy does not limit or restrict any foreign investor from applying for the shares on Offer. In addition, there are currently no foreign exchange restrictions in Rwanda. There are no restrictions on the number or per-centage of shares that may be held by foreign investors in a Company listed on the ROTC. Any foreign investor who wishes to apply for shares should obtain guidance from any of the ASAs listed in Appendix XI of this Prospectus, before completion and lodging an Application Form.

64. Foreign investors wishing to buy the Offer Shares may be exposed to foreign exchange risk that may arise from the conver-sion of a foreign currency into local currency at the prevailing market rate.

65. The distribution of this Prospectus and the making of the Offer in certain jurisdictions is restricted by law. Persons into whose possession this Prospectus may come are required by the GoR, and the Directors, the Company and the Lead Trans-action Advisor to use the information herein purely for the purposes of this Offer. This Prospectus may not be used for or in connection with any offer to, or solicitation by, anyone in any jurisdiction or in any circumstances where such offer or solicitation is not authorized or is unlawful.

Governing Law

This Prospectus and any contract resulting from acceptance of an application to purchase shares of BRALIRWA shall be governed by and constructed in accordance with Rwandan law and it shall be a term of each such contract that the parties submit to the exclusive jurisdiction of the courts of Rwanda.

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PART EIGHTDIRECTORS REPORT

2010 ProspectusPA

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76

APPENDIX-ILEGAL OPINION

2010 Prospectus

APPENDIX I: LEGAL OPINION

The Permanent Secretary and Secretary to the TreasuryMinistry of Finance and Economic Planning KigaliRWANDA

23 November 2010

Dear Sirs,

PUBLIC OFFERING OF 128,570,000 GOVERNMENT OF RWANDA ORDINARY SHARES OF [Rwandan Francs (RwF) 0.75 EACH IN THE SHARE CAPITAL OF Brasseries et Limonaderies du Rwanda (BRALIRWA Ltd)

We, the undersigned, have been instructed to act as legal advisors to the Government of Rwanda (GoR) in relation to the offer for sale of twenty five percent of the issued capital being 128,570000 of ordinay shares of Rwandan Francs (RwF) 0.75 each (the Offer ) in BRALIRWA.

The legal advisory consortium consisting of the law firms of Muriu Mungai & Company of Kenya and K-Solutions Partners of Rwanda being firms of Advocates of the High Court of Kenya and Rwanda respectively, practicing and qualified as such to practice in Kenya and Rwanda respectively and to advice upon the Laws of Rwanda

Unless otherwise stated or the context otherwise requires, words and terms defined in the Prospectus (the Prospectus) dated 23 November 2010 and issued in relation to the Offer bear the same meaning in this Opin-ion.

Documents and Records Examined

1. In providing this Opinion for the purposes of the Prospectus relating to the Offer (the Prospectus), we have examined originals or copies of the certificate of incorporation of BRALIRWA, its Articles of Association in force as at the date of the Prospectus ,documents evidencing title to material assets of the Company, material contracts and such other records and documents provided by the Company as we have considered necessary and appropriate for the purposes of this Opinion. Where applicable we have also carried out verification searches at public registries.

2. With respect to matters of fact, we have relied on the representations of BRALIRWA and its officers and advisors. For the purposes of this opinion, we have assumed the following:

a. All written information supplied to us by BRALIRWA and by its officers and advisors is true, accurate and up to date;b. The authenticity of documents submitted as originals, the conformity with the original documents of all documents

submitted as copies and the authenticity of the originals of such latter documents;c. The authenticity of all signatures on all documents provided; andd. All licenses, agreements and other relevant documents have been duly authorised, executed and delivered by the par-

ties to those documents other than BRALIRWA.

Opinion

3. In our opinion, based on the information made available to us by BRALIRWA and subject to i. the foregoing; ii. iparagraph 4 of this Opinion;iii. any matters set out in the Prospectus;iv. the reservations set out below; andv. any matters not disclosed to us:

a. BRALIRWA is a public company limited by shares, duly incorporated in Rwanda and has complied with the incorpora-tion requirements of the Law No 07/2009 of 27/04/2009 relating to Companies (the “Companies Law”), with power to execute, deliver and exercise its rights and perform its obligations pursuant to the Offer, and such execution, delivery and performance have been duly authorised by appropriate corporate action;

b. The existing share capital of BRALIRWA has been authorized and issued in conformity with all applicable laws and has received all necessary authorizations];

c. The rights and obligations of BRALIRWA and the GoR as vendor as contemplated in the offer constitute valid and bind-ing rights and obligations enforceable according to their terms;

d. The transactions contemplated by the Offer and the performance by GoR and BRALIRWA of their respective obligations thereunder will not violate any laws of Rwanda;

APPEN

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e. All authorisations, approvals, consents, licences, exemptions, filings, registrations and notifications with governmental or public bodies or authorities of or in Rwanda required in connection with the Offer have been obtained and given in proper form and are in full force and effect;

f. BRALIRWA has obtained the requisite licenses to operate beer brewing and sparkling beverage manufacturing business within the Republic of Rwanda and in that regard is additionally authorized to sell and distribute the said products as well as import and sell the said products;

g. BRALIRWA continues to maintain its statutory books at its registered office;h. BRALIRWA owns the immovable properties on which the brewery in Gisenyi, the sparkling beverages plant in Kigali, the

various depots around the country as well as several houses on the terms as more particularly disclosed in the Prospectus Section on Immoveable Property.

i. BRALIRWA owns all material plant and equipment in the brewery and sparkling beverages plant and all substantial instal-lations associated thereof;

j. save for the contracts specifically disclosed in the Prospectus, BRALIRWA has not entered into any material contracts (with-in the meaning set out in Article 29 of the Prospectus Instructions i.e. contracts not entered into in the ordinary course of business carried on by BRALIRWA) and there is no other agreement or arrangement concerning the offer;

k. there is no material litigation or arbitration, prosecution or other civil or criminal legal action in which BRALIRWA or its Directors as Directors of BRALIRWA are involved which shall have a material effect on the BRALIRWA business;

l. there are no other material items not mentioned in the Prospectus of which we are aware with regard to the legal status of BRALIRWA and the Offer.

Further Opinions

4. Based upon and subject as aforesaid, and without prejudice to the generality of the foregoing, we are also of the opinion that:

a. the Prospectus has been dated in accordance with Article 3 of the Prospectus Instructions; b. a copy of the Prospectus, together with the documents required under Article 29 of the Prospectus Instructions have

been delivered to the Registrar of Companies for registration, duly signed by every person named in the Prospectus as a director of BRALIRWA or by his agent duly authorized in writing, and a statement to such effect appears on the face of the Prospectus in accordance with Article 9 of the Prospectus Instructions;

c. this Prospectus contains statements made by PricewaterhouseCoopers Rwanda (“PwC”) Certified Public Accountants and by ourselves, all of whom are experts for the purposes of Article 25 and 26 of the Prospectus Instructions. In accor-dance with Article 25 of the Prospectus Instructions, PwC and we ,the legal advisors , have given and have not before the delivery of this Prospectus for registration withdrawn our consent to the issue of the Prospectus with the state-ments by us included in the form and context in which they are included;

d. the Offer Shares shall rank pari passu in all respects with the existing Ordinary Shares in the issued share capital of BRALIRWA, including the right to participate in full in all dividends and/or other distributions declared in respect of such share capital. ;

e. application has been duly made to, and permission duly granted by, the Capital Markets Authority in respect of the Offer in accordance with the law;

f. in addition to the information required to be included by the Companies Act, the Prospectus includes such information as investors would reasonably require and reasonably expect to find therein for the purpose of making an informed assessment of:-

i. the assets and liabilities, financial position, profits and losses, and prospects of the issuer of the securities; and,ii. the rights attaching to those securities.

Based on the foregoing, we are of the opinion that the Offer is in conformity with all applicable laws and has received all necessary authorizations.

Reservations

5. This letter and the opinions given in it are governed by Rwandan law and relate only to Rwandan law as applied by the Rwandan courts as at today s date. We express no opinion in this letter on the laws of any other jurisdiction.

We as the Legal Advisors confirm that we have given and have not, prior to the date of the Prospectus, withdrawn our written consent to the inclusion of the legal opinion in the form and context in which it appears.

Yours faithfully

K-Solutions Partners and Muriu Mungai & Co.78

2010 Prospectus

79

APPENDIX-IIACCOUNTANTS REPORT

APPENDIX II : ACCOUNTANTS REPORT

The Permanent Secretary and Secretary to the TreasuryMinistry of Finance and Economic Planning Rwanda

11 November 2010

Reporting Accountant’s report – BRALIRWA Initial Public Offer

Dear Madam

We are pleased to submit our Accountant’s Report (‘the Report’) in respect of the public offer for sale of shares in Brasseries et Limonaderies du Rwanda (“BRALIRWA” or “the company”). The Report was compiled on the basis of information provided by management in accordance with the International Standard on Related Services applicable to compilation engagements (ISRS) 4410.

Responsibilities of the directors and promoters

The directors and promoters of the company are responsible for the information contained in the Prospectus to be issued on or about 23 November 2010, and the information contained in the Reporting Accountant’s report.

The directors of the company are also responsible for the statutory financial statements of the company for the years ended 31 December 2007, 2008 and 2009, from which the Reporting Accountant’s Report has been compiled.

Our responsibilities

Our responsibilities are detailed in our contract of engagement dated 6 April 2010 and are prescribed by the capital market advisory council listing rules.

An objective of the engagement was to enable us to state whether, on the basis of carrying out certain review pro-cedures, anything has come to our attention that causes us to believe that the unaudited financial information for the years ended 31 December 2007, 2008 and 2009 presented in Appendix 1 has not been prepared, in all material respects, in accordance with International Financial Reporting Standards.

Our review was carried out in accordance with International Standard on Review Engagements (ISRE) 2400,”Engagements to Review Financial Statements”. Our review procedures do not provide all the evidence that would be required in an audit, and consequently our work did not involve an audit of the financial information. You also required us to compile an Accountant’s Report (‘the Report) to be included in the Prospectus to be issued to support the listing of the company’s shares. This Report was compiled in accordance with ISRS 4410,”Engagements to compile financial information”. We have not audited the financial information included in Appendix 1 and accordingly express no as-surance thereon.

Scope of the work performed The unaudited financial information included in the Prospectus of the company was compiled from the audited statutory financial statements of the company for the years ended 31 December 2007, 2008 and 2009 (together, “the financial statements”). These statutory financial statements are not prepared in accordance with IFRS. Consequently, in compiling this report we have recorded certain adjustments to the statutory financial statements as detailed be-low.

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2010 Prospectus

To enable us prepare an Accountant’s Report, we carried out procedures to satisfy ourselves that the information presented in the statutory financial statements was reconciled to the company’s financial records. To this end we carried out the following procedures:

• reviewed the statutory financial statements of the company for each of the three years ended 31 December 2007, 2008 and 2009 and identified adjustments required to comply with International Financial Reporting Standards (IFRS);

• made enquiries from the company’s management with respect to certain matters;• reviewed the working papers retained by KPMG Netherlands, the company’s auditor for years 2008 and 2009;• reviewed other evidence relevant to the company’s statutory financial statements; and • reviewed the Prospectus for consistency of financial information presented with our Accountant’s Report• where matters came to our attention that caused us to believe that the statutory financial statements were not in compli-

ance with IFRS, we obtained unaudited information from management to facilitate compilation of the Reporting Accoun-tant’s report.

The unaudited financial information required by the Capital Markets Advisory Council to be disclosed in the Prospec-tus is set out in Appendix I, which forms an integral part of this report.

Financial information and key adjustmentsWe have presented the adjusted unaudited financial information of the company for the three years ended 31 De-cember 2009 in Appendix 1. We would like to draw your attention to the following matters which are relevant to the interpretation of the attached financial information:

1. Presentation of financial information The statutory financial statements for years ended 31 December 2007, 2008 and 2009 prepared by the company were not prepared in accordance with International Financial Reporting Standards (IFRS). Consequently, we have recorded certain adjustments to the audited statutory financial statements for the three years ended 31 December 2009 in compiling the Reporting Accountants report. These are summarised in Appendix 2.

2. Consolidation of subsidiaries

IAS 27 (revised) - ‘consolidated and separate financial statements requires a parent to present consolidated financial statements of the parent and its subsidiaries. The financial information presented includes the financial information of the subsidiary, Cogelgas SA. The audited financial statements were not prepared on a consolidated basis.

Conclusion The nature of our work as set out above is substantially less in scope than an audit conducted in accordance with In-ternational Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opin-ion. However based on our review, nothing has come to our attention that causes us to believe that the unaudited financial information of the BRALIRWA for the three years ended 31 December 2007, 2008 and 2009, presented in Appendix 1 does not give a true and fair view in accordance with International Financial Reporting Standards.

AuditorsThe statutory financial statements of BRALIRWA for the year ended 31 December 2007 were audited by both KPMG Reviseurs d’Entreprises SCRL (KPMG Belgium) and A Kantengwa, whilst the financial statements for the years ended 31 December 2008 and 31 December 2009 were audited by both KPMG Accountants NV (KPMG Netherlands) and A Kantengwa. The auditor’s reports issued on 26 May 2008 (in respect of the year ended 31 December 2007) by KPMG Belgium and A Kantengwa on 31 March 2009 (year ended 31 December 2008) and 23 April 2010 (year ended 31 De-cember 2009) by KPMG Netherlands and A Kantengwa were not reissued for purposes of the Reporting Accountant’s report.

Consent We as Reporting Accountants confirm that we have given, and have not, prior to the date of the Prospectus, with-drawn our written consent to the inclusion of the Accountants Report in the form and context in which it appears.For PricewaterhouseCoopers Rwanda Limited

Bernice KimaciaDirector

81

Reporting Accountant’s Report Brasseries et Limonaderies du Rwanda Ltd

Appendix 1: Unaudited financial information

4

Consolidated statement of comprehensive income for the three years ended 31 December 2009

Year ended 31 December

Notes 2009 2008 2007 RWF 000 RWF 000 RWF 000

Revenue 5 45,486,291 42,708,796 33,678,620Cost of sales (27,103,387) (26,682,839 ) (20,385,481)

Gross profit 18,382,904 16,025,957 13,293,139 Other income 6,034,566 5,527,970 3,366,310 Distribution costs 5,311,492 4,480,318 2,973,227Administrative expenses 8,282,045 7,336,981 7,010,933Other expenses 832,377 321,981 1,650,286Finance costs 6 313,050 229,034 236,279 Profit before income tax 7 9,678,506 9,185,613 4,788,724 Income tax expense 9 (3,089,573) (2,774,237 ) (2,074,255)

Profit for the year 6,588,933 6,411,376 2,714,469

Other comprehensive income - - - Total comprehensive income for the year 6,588,933 6,411,376 2,714,469

Attributable to:

Equity holders of the Company 6,589,119 6,411,996 2,715,879Non controlling interest (186) (620) (1,410)

6,588,933 6,411,376 2,714,469

Earnings per share for profit attributable to the equity holders of the Company

- basic and diluted (RWF per share) 10 64.06 62.34 26.40

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5

Company statement of comprehensive income for the three years ended 31 December 2009

Year ended 31 DecemberNotes 2009 2008 2007

RWF 000 RWF 000 RWF 000

Revenue 5 45,486,291 42,708,796 33,678,620Cost of sales (27,103,387) (26,682,839 ) (20,385,481)

Gross profit 18,382,904 16,025,957 13,293,139 Other income 6,033,175 5,527,970 3,364,919 Distribution costs 5,311,492 4,480,318 2,973,227Administrative expenses 8,282,045 7,336,981 7,010,933Other expenses 830,735 320,590 1,645,185Finance costs 6 313,050 229,034 236,279 Profit before income tax 7 9,678,757 9,187,004 4,792,434 Income tax expense 9 (3,089,333) (2,773,997 ) (2,074,255)

Profit for the year 6,589,424 6,413,007 2,718,179

Other comprehensive income - - - Total comprehensive income for the year 6,589,424 6,413,007 2,718,179

83



6

Consolidated statement of financial position for the three years ended 31 December 2009

At 31 December Notes 2009 2008 2007

RWF 000 RWF 000 RWF 000Capital and reserves attributable to the Company’s equity holders Share capital 11 385,714 385,714 385,714Share premium 11 84,857 84,857 84,857Other reserves 12 690,724 690,724 690,724Retained earnings 14,050,686 12,576,226 8,248,262 15,211,981 13,728,521 9,409,557

Non-controlling interest (51,846) (51,660) (51,040)

Total equity 15,160,135 13,676,861 9,358,517 Non-current liabilities Borrowings 15 22,829 - -Deferred income 16 55,420 73,853 89,449Provisions 17(a) 284,385 292,390 332,584Share based payments 17(b) 248,856 201,246 86,135Deferred income tax liabilities 18 879,913 771,934 213,311

Total non-current liabilities 1,491,403 1,339,423 721,479

Total equity and non-current liabilities 16,651,538 15,016,284 10,079,996

Non-current assetsProperty, plant and equipment 21 17,640,579 14,666,773 11,971,198Intangible assets 22 1,194 2,676 -Available for sale financial assets 23 9,224 9,224 9,224

17,650,997 14,678,673 0 11,980,422

Current assetsInventories 19 12,061,936 14,913,726 10,175,098Receivables and prepayments 20 2,586,667 2,828,062 1,337,446Cash and cash equivalents 24 4,894,288 2,529,183 3,917,691

19,542,891 20,270,971 15,430,235

Current liabilitiesPayables and accrued expenses 26 18,229,733 16,271,726 13,137,838Income tax liability 2,028,096 1,017,970 1,696,855Current borrowings 15 266,089 2,625,232 2,477,536Deferred income 16 18,432 18,432 18,432

20,542,350 19,933,360 17,330,661

Net current (liabilities) / assets (999,459) 337,611 (1,900,426)

16,651,538 15,016,284 10,079,996

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2010 Prospectus



7

Company statement of financial position for the three years ended 31 December 2009

At 31 December Notes 2009 2008 2007

RWF 000 RWF 000 RWF 000

Share capital 11 385,714 385,714 385,714Share premium 11 84,857 84,857 84,857Other reserves 12 690,724 690,724 690,724Retained earnings 14,135,276 12,651,511 8,331,536

Total equity 15,296,571 13,812,806 9,492,831

Non-current liabilities Borrowings 15 22,829 - -Deferred income 16 55,420 73,853 89,449Provisions 17(a) 284,385 292,390 332,584Share based payments 17(b) 248,856 201,246 86,135Deferred income tax liabilities 18 879,913 771,934 213,311

Total non-current liabilities 1,491,403 1,339,423 721,479

Total equity and non-current liabilities 16,787,974 15,152,229 10,214,310

Non-current assets Property, plant and equipment 21 17,640,579 14,666,773 11,971,198Intangible assets 22 1,194 2,676 -Investment in subsidiary and joint venture 27 2,000 18,000 -Available for sale financial assets 23 (b) 9,224 9,224 9,224

17,652,997 14,696,673 11,980,422

Current assets Inventories 19 12,061,936 14,913,726 10,175,098

Receivables and prepayments 20 2,586,667 2,828,062 1,337,446Cash and cash equivalents 24 4,860,960 2,479,855 3,886,363

19,509,563 20,221,643 15,398,907

Current liabilities Payables and accrued expenses 26 18,061,969 16,104,453 12,972,196Income tax liability 2,028,096 1,017,970 1,696,855Current borrowings 15 266,089 2,625,232 2,477,536Deferred income 16 18,432 18,432 18,432

20,734,586 19,766,087 17,165,019

Net current (liabilities) / assets (865,023) 455,556 (1,766,112)

Net assets 16,787,974 15,152,229 10,214,310

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8

Consolidated statement of changes in equity for the three years ended 31 December 2009

NotesShare

capital Share

premium Other

reservesRetained earnings Total

Non-controlling

interestTotal

equityYear ended 31 December 2007 RWF 000 RWF 000 RWF 000 RWF 000 RWF 000 RWF 000 RWF 000

At start of year 385,714 84,857 690,724 6,929,911 8,091,206 (49,630) 8,041,576

Comprehensive income for the year

Profit for the year - - - 2,715,879 2,715,879 (1,410) 2,714,469Other comprehensive income - - - - - - -

Total comprehensive income - - - 2,715,879 2,715,879 (1,410) 2,714,469

Transactions with owners, recorded directly in equity Distributions to owners Dividends - Paid in the year 14 - - - (1,397,528) (1,397,528) - (1,397,528) Total distributions to owners - - - (1,397,528) (1,397,528) - (1,397,528)

At end of year 385,714 84,857 690,724 8,248,262 9,409,557 (51,040) 9,358,517Reporting Accountant’s Report Brasseries et Limonaderies du Rwanda Ltd


9

Consolidated statement of changes in equity (continued)

NotesShare

capital Share

premium Other

reservesRetained earnings

Total Non-

controlling interest

Total equity

Year ended 31 December 2008 RWF 000 RWF 000 RWF 000 RWF 000 RWF 000 RWF 000 RWF 000

At start of year 385,714 84,857 690,724 8,248,262 9,409,557 (51,040) 9,358,517


Profit for the year - - - 6,411,996 6,411,996 (620) 6,411,376Other comprehensive income - - - - - - -

Total comprehensive income - - - 6,411,996 6,411,996 (620) 6,411,376


At end of year 385,714 84,857 690,724 12,567,226 13,728,521 (51,660) 13,676,861



10

Consolidated statement of changes in equity (continued)

NotesShare

capital Share

premium Other

reservesRetained earnings Total

Non-controlling

interestTotal

equityYear ended 31 December 2009 RWF 000 RWF 000 RWF 000 RWF 000 RWF 000 RWF 000 RWF 000

At start of year 385,714 84,857 690,724 12,567,226 13,728,521 (51,660) 13,676,861


Profit for the year - - - 6,589,119 6, 589,119 (186) 6, 588,933Other comprehensive income - - - - - - -

Total comprehensive income - - - 6, 589,119 6,589,119 (186) 6,588,933


At end of year 385,714 84,857 690,724 14,050,686 15,211,981 (51,846) 15,160,135

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11

Company statement of changes in equity for the three years ended 31 December 2009

Notes Share capital

Sharepremium

Otherreserves

Retained earnings

Total equity

Year ended 31 December 2007 RWF 000 RWF 000 RWF 000 RWF 000 RWF 000

At start of year 385,714 84,857 690,724 7,010,885 8,172,180 Comprehensive income for the year Profit for the year - - - 2,718,179 2,718,179Other comprehensive income - - - - - Total comprehensive income - - - 2,718,179 2,718,179 Transactions with owners, recorded directly in equity Distributions to owners Dividends - Paid in the year 14 - - - (1,397,528) (1,397,528) Total distributions to owners - - - (1,397,528) (1,397,528)

At end of year 385,714 84,857 690,724 8,331,536 9,492,831



12

Company statement of changes in equity (continued)

Notes Share capital

Sharepremium

Otherreserves

Retained earnings

Total equity


At start of year 385,714 84,857 690,724 8,331,536 9,492,831 Comprehensive income for the year Profit for the year - - - 6,413,007 6,413,007Other comprehensive income - - - - - Total comprehensive income - - - 6,413,007 6,413,007 Transactions with owners, recorded directly in equity Distributions to owners Dividends - Paid in the year 14 - - - (2,093,032) (2,093,032) Total distributions to owners - - - (2,093,032) (2,093,032)

At end of year 385,714 84,857 690,724 12,651,511 13,812,806



13

Company statement of changes in equity (continued)

Notes Share capital

Share premium

Otherreserves

Retained earnings

Total equity


At start of year 385,714 84,857 690,724 12,651,511 13,812,806 Comprehensive income for the year Profit for the year - - - 6,589,424 6,589,424Other comprehensive income - - - - - Total comprehensive income - - - 6,589,424 6,589,424 Transactions with owners, recorded directlyin equity Distributions to owners Dividends - Paid in the year 14 - - - (5,105,659) (5,105,659)

Total distributions to owners - - - (5,105,659) (5,105,659)

At end of year 385,714 84,857 690,724 14,135,276 15,296,571Reporting Accountant’s Report Brasseries et Limonaderies du Rwanda Ltd


14

Consolidated statement of cash flows for the three years ended 31 December 2009

Year ended 31 December

Notes 2009 2008 2007RWF ’000 RWF ’000 RWF ’000

Operating activities Cash generated from operations 25 17,654,239 8,923,432 9,051,754 Interest paid (313,050) (229,034) (236,279)Income tax paid (1,971,468) (2,815,293) (2,253,380) Net cash generated from operating activities 15,369,721 5,879,105 6,562,095 Investing activities Purchase of property, plant and equipment 21 (5,560,254) (5,316,925) (4,968,287)Purchase of intangible assets 22 (2,389) (5,352) - Net cash used in investing activities (5,562,643) (5,322,277) (4,968,287) Financing activities Net repayments of long-term borrowings (1,126,902) (132,536) 329,269Dividends paid to Company’s shareholders 14 (5,105,659) (2,093,032) (1,397,528) Net cash used in financing activities (6,232,561) (2,225,568) (1,068,259) Net (decrease)/increase in cash and cash

equivalents 3,574,517 (1,668,740) 525,549 Movement in cash and cash equivalents At start of year 1,319,697 2,988,437 2,462,888(Decrease)/increase 3,574,517 (1,668,740) 525,549 At end of year 24 4,894,214 1,319,697 2,988,437

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89

GENERAL INFORMATION

1 General information Brasseries et Limonaderies du Rwanda Ltd is incorporated in Rwanda as a private limited liability company and is domiciled in Rwanda. The address of its current registered office is:-

P.O. Box 131Kigali, Rwanda.

2 Summary of significant accounting policies The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all years presented, unless otherwise stated. (a) Basis of preparation

These financial statements were prepared in accordance with International Financial Reporting Standards (‘IFRS’). IFRS comprise standards and interpretations approved by the International Accounting Standards Board (‘IASB’) and the International Financial Reporting Interpretations Committee (‘IFRIC’). These financial statements have been compiled by the Reporting Accountant in accordance with ISRS 4410, ”Engagements to compile financial informa-tion”.

The financial statements have been prepared under the historical cost convention, except where otherwise stated in the accounting policies below.

The financial statements are presented in Rwandan Francs (RWF), rounded to the nearest thousand.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting es-timates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or where assumptions and estimates are significant to the financial statements, are disclosed in Note 3.

(b) Consolidation SubsidiariesSubsidiaries are all entities over which the Group has the power to govern the financial and operating policies gen-erally accompanying a shareholding of more than one half of the voting rights. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date the control ceases. The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisi-tion is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement.

Inter-company transactions, balances and unrealised gains on transactions between group companies are elimi-nated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

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(c) Functional currency and translation of foreign currencies (i) Functional and presentation currencyItems included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in Rwandan Francs (RWF), which is the Company’s functional and presentation currency.

(ii) Transactions and balancesForeign currency transactions are translated into the functional currency of the respective entity using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denomi-nated in foreign currencies are recognised in the profit and loss account.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within ‘finance income or cost’. All other foreign exchange gains and losses are presented in the profit and loss account within ‘other (losses)/gains – net’.

Translation differences on non-monetary financial assets and liabilities, such as equities held at fair value through profit or loss, are recognised in profit or loss as part of the fair value gain or loss. Translation differences on non-mon-etary financial assets, such as equities classified as available-for-sale financial assets, are included in the available-for-sale reserve in equity.

(d) Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing per-formance of the operating segments, has been identified as the Heineken Group of Companies who make strategic decisions.

The company is part of Heineken Group. The Heineken Group regards the company as a single operating segment. Consequently, internal reports sent to Heineken include the financial position and financial performance of BRA-LIRWA as an operating segment. (e) Revenue recognition Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Group’s activities. Revenue is shown net of value-added tax (VAT) and excise duties, returns, rebates and discounts and after eliminating sales within the Group.

The company recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the company and when specific criteria have been met for each of the company’s ac-tivities as described below. The amount of revenue is not considered to be reliably measurable until all contingencies relating to the sale have been resolved. The company bases its estimates on historical results, taking into consider-ation the type of customer, the type of transaction and the specifics of each arrangement.

Revenue is recognised as follows:

• Sales of goods are recognised in the period in which the group delivers products to the customer, the customer has ac-cepted the products and collectibility of the related receivables is reasonably assured.

• Interest income is recognised on a time proportion basis using the effective interest method. Dividends are recognised as income in the period in which the right to receive payment is established.

• Rental income is recognised in the period in which it is earned.

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(f) Property, plant and equipment All categories of property, plant and equipment are initially recorded at historical cost and subsequently stated at cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the profit and loss account during the financial period in which they are incurred.

Freehold land is not depreciated. Depreciation on other assets is calculated using the straight line method to allocate their cost or revalued amounts less their residual values over their estimated useful lives, as follows: Buildings 40 years Plant and equipment 10 years Bottles and crates 3 – 5 years Other fixed operating assets (Including computers) 10 – 15 years The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.

Property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the as-set’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets that suffered an impairment are reviewed for possible reversal of the impairment at each balance sheet date.Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are included in the profit and loss account.

(g) Intangible assets – computer software Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised over their estimated useful lives (three to five years). Costs associated with developing or maintaining computer software programmes are recognised as an expense as incurred. Costs that are directly associated with the production of identifiable and unique software products con-trolled by the Group, and that will probably generate economic benefits exceeding costs beyond one year, are rec-ognised as intangible assets. Direct costs include the software development employee costs and an appropriate portion of relevant overheads.

(h) Impairment of non-financial assets Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.

(i) Financial assets The Group classifies its financial assets in the following categories: financial assets at fair value through profit or loss, loans and receivables, held-to-maturity financial assets, and available-for-sale financial assets. The classification de-pends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition and re-evaluates such designation at every reporting date:

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(i) Financial assets at fair value through profit or lossThis category has two sub-categories: financial assets held for trading, and those designated at fair value through profit or loss at inception. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term, or if so classifying eliminates or significantly reduces a measurement inconsistency. Derivatives are also categorised as held for trading. Assets in this category are classified as current assets. The group had no assets classified under this category in the years 2007 to 2009.

(ii) Loans and receivablesLoans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets. Loans and receivables are included in receivables and prepay-ments in the balance sheet (Note 20).

(iii) Held-to-maturity financial assetsHeld-to-maturity financial assets are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Group’s management has the positive intention and ability to hold to maturity. The group had no assets classified under this category in the years 2007 to 2009.

(iv) Available-for-sale financial assetsAvailable-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the balance sheet date. Equity investments were classified in this category in the years 2007 to 2009 (Note 23).

Regular purchases and sales of financial assets are recognised on the trade date, which is the date on which the Group commits to purchase or sell the asset. Financial assets are initially recognised at fair value, plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognised at fair value, and transaction costs are expensed. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. Available¬ for-sale financial assets and financial as-sets at fair value through profit or loss are subsequently carried at fair value other than equity investments which are not actively traded and whose fair value cannot be reliably determined. Loans and receivables and held-to-maturity financial assets are carried at amortised cost using the effective interest method.

Realised and unrealised gains and losses arising from changes in the fair value of the ‘financial assets at fair value through profit or loss’ category are included in the profit and loss account within other losses/(gains) in the period in which they arise. Unrealised gains and losses arising from changes in the fair value of non-monetary securities classi-fied as available-for-sale are recognised in other comprehensive income. When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments are included in the income statement as gains and losses from investment securities.

The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis and option pricing models refined to reflect the issuer’s specific circumstances. If the fair value cannot be reliably determined for the equity investments, these are measured at cost.

(k) Impairment of financial assets

93

(a) Assets carried at amortised costThe group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the esti-mated future cash flows of the financial asset or group of financial assets that can be reliably estimated. The criteria that the group uses to determine that there is objective evidence of an impairment loss include:

a. significant financial difficulty of the issuer or obligor;b. a breach of contract, such as a default or delinquency in interest or principal payments;c. the group, for economic or legal reasons relating to the borrower’s financial difficulty, granting to the borrower a

concession that the lender would not otherwise consider;d. it becomes probable that the borrower will enter bankruptcy or other financial reorganisation;e. the disappearance of an active market for that financial asset because of financial difficulties; orf. observable data indicating that there is a measurable decrease in the estimated future cash flows from a portfolio of

financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets in the portfolio, including:

• adverse changes in the payment status of borrowers in the portfolio;• national or local economic conditions that correlate with defaults on the assets in the portfolio.

The group first assesses whether objective evidence of impairment exists.

The amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The asset’s carrying amount of the asset is reduced and the amount of the loss is recognised in the consolidated income statement. If a loan or held-to-maturity investment has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. As a practical expedient, the group may measure impairment on the basis of an instrument’s fair value using an observable market price. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor’s credit rating), the reversal of the previously recognised impairment loss is recognised in the consolidated income statement.

(b) Assets classified as available for saleThe group assesses at the end of each reporting period whether there is objective evidence that a financial asset or a group of financial assets is impaired. For debt securities, the group uses the criteria refer to (a) above. In the case of equity investments classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost is also evidence that the assets are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss – is removed from eq-uity and recognised in the separate consolidated income statement. Impairment losses recognised in the separate consolidated income statement on equity instruments are not reversed through the separate consolidated income statement. If, in a subsequent period, the fair value of a debt instrument classified as available-for-sale increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in profit or loss, the impairment loss is reversed through the separate consolidated income statement.

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(m) Inventories Inventories are stated at the lower of cost and net realisable value. Cost is determined by the first-in, first-out (FIFO) method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity), but excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less the costs of completion and applicable variable selling expenses. (n) Receivables Receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. A provision for impairment of receivables is established when there is objective evidence that the Group will not be able to collect all the amounts due according to the original terms of receivables. The amount of the provision is the difference between the carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The amount of the provision is recognised in the profit and loss account.

(o) Payables Payables are recognised initially at fair value and subsequently measured at amortised cost using the effective inter-est method.

(p) Share capital Ordinary shares are classified as ‘share capital’ in equity. Any premium received over and above the par value of the shares is classified as ‘share premium’ in equity.

(q) Cash and cash equivalents Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short term highly liquid in-vestments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet.

(r) Employee benefits (i) Retirement benefit obligationsA defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient as-sets to pay all employees the benefits relating to employee service in the current and prior periods. A defined benefit plan is a retirement benefit plan that is not a defined contribution plan.

The Group and all its employees contribute to the national Social Security Fund, which is a defined contribution scheme. The Group also operates a separate defined contribution retirement benefit schemes for its eligible em-ployees.

The assets of the schemes are held in separate trustee administered funds, which are funded by contributions from both the Group and employees. The Group’s contributions to the defined contribution schemes are charged to the profit and loss account in the year in which they fall due.

95

(ii) Share – based payment plan (Long Term Incentive Plan) As from 1 January 2006 the BRALIRWA established a share plan for senior management members whereby qualify-ing employees are granted shares in its parent company. The fair value of the share rights granted is recognised as personnel expenses with a corresponding increase in amount payable to the parent company over the period that the employees become unconditionally entitled to the share rights. The costs of the share plan are spread evenly over the performance period. On each balance sheet date, BRALIRWA revises its estimates of the number of share plan rights that are expected to vest, only for the 75% internal performance conditions of the share plan of the senior management members. It recognises the impact of the revision of original estimates, if any in the income statements with a corresponding adjustment to equity. The fair value is measured on grant date using the Monte Carlo model taking into account the terms and conditions of the plan. (iii) Other entitlementsThe estimated monetary liability for employees’ accrued annual leave entitlement at the balance sheet date is rec-ognised as an expense accrual.

(s) Income tax Income tax expense is the aggregate of the charge to the profit and loss account in respect of current income tax and deferred income tax. Tax is recognised in the profit and loss account unless it relates to items recognised directly in equity, in which case it is also recognised directly in equity.

Current income tax is the amount of income tax payable on the taxable profit for the year determined in accordance with the relevant tax legislation. Deferred income tax is recognised, using the liability method, on all temporary differences arising between the tax bases of assets and liabilities and their carrying values for financial reporting purposes. However, if the deferred income tax is not accounted for if it arises from the initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted at the balance sheet date and are expected to apply when the related deferred income tax liability is settled.

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised.Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, ex-cept where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.

(t) BorrowingsBorrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost using the effective interest method; any differences between proceeds (net of transaction costs) and the redemption value is recognised in the profit and loss account over the period of the borrowings.Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

(u) Dividends Dividends payable to the Company’s shareholders are charged to equity in the period in which they are declared.

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3 Critical accounting estimates and judgements

Estimates and judgements are continually evaluated and are based on historical experience and other factors, includ-ing experience of future events that are believed to be reasonable under the circumstances. (i) Critical accounting estimates and assumptionsThe group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by defi-nition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

Property, plant and equipment

Critical estimates are made by the directors in determining depreciation rates for property, plant and equipment. The rates used are set out in Note 2(f) above.

Receivables

Critical estimates are made by the directors in determining the recoverable amount of impaired receivables. The carrying amount of impaired receivables is set out in Note 4.

Income taxes

Judgment is required in determining the Group’s provision for income taxes. There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax liabilities based on estimates of whether additional taxes will be due.

(ii) Critical judgements in applying the entity’s accounting policiesIn the process of applying the Group’s accounting policies, management has made judgements in determining:

• the classification of financial assets • whether assets are impaired.

4 Financial risk management The Group’s activities expose it to a variety of financial risks, including credit risk, foreign currency exchange rates and interest rates. The Group’s overall risk management programme focuses on the unpredictability of financial mar-kets and seeks to minimise potential adverse effects on its financial performance.

This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, poli-cies and processes for measuring and managing risk, and the Group’s management of capital. Further quantitative disclosures are included throughout these financial statements.

The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities.

The Board of Directors has overall responsibility for the company’s risk management and control system. They are reviewed regularly to reflect the changes in the market conditions and the Group’s activities. The Board oversees the adequacy and functioning of the entire risk management system and internal control assisted by management.

The Group’s Treasury function focuses primarily on the management of financial risk and financial resources. Some of the risk management strategies include the use of cash flow forecasts to ensure that the company has cash to meet its obligations and surplus cash is invested.

97

(a) Market risk (i) Foreign exchange riskForeign currency exposure arises mainly from purchase transactions that are denominated in a currency other than the functional currency (Rwanda Franc). The currencies in which these transactions are primarily denominated are U.S. Dollars (USD) and Euro. The currency fluctuation for the USD and Euro within the Rwanda market is closely monitored by the government through the National Bank of Rwanda and is therefore considered fairly stable within plus minus 5%. Consequently, the Group did not have a significant exposure to foreign currency exchange risk for the years presented.

(ii) Price risk The Group and Company do not have a material exposure to equity securities price risk as they did not have signifi-cant investments in equities.

(iii) Cash flow and fair value interest rate riskThe group and company do not have a material exposure to cash flow interest rate risk, all loans are at fixed interest rates. In the opinion of the directors, the exposure to fair value interest rate risk between 2007 and 2009 was not material.

(b) Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers and other receivables.

Trade and other receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the Company’s customer base, including the default risk of the industry and country, in which cus-tomers operate, has less of an influence on credit risk. The Company has established a credit policy under which each new customer is analysed individually for creditwor-thiness before the Company’s standard payment and delivery terms and conditions are offered. Sales are made subject to the customer making a prepayment to secure the products. To mitigate the credit expo-sure, customers are also required to pay a deposit for the returnable containers and crates. The Company establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables and investments. The main components of this allowance are a specific loss component that relates to individually significant exposures

Maximum exposure to credit risk before collateral held

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26

Maximum exposure to credit risk before collateral held700280029002 puorG

RWF 000 RWF 000 RWF 000

Cash at bank and short term bank deposits 4,877,242 2,507,534 3,964,905668,596720,135,1415,151,1 selbaviecer edarT

Receivables from related companies 56,164 42,310 54,715Other receivables - 465,159 582,986

6,084,920 4,546,030 5,298,472

700280029002 ynapmoCRWF 000 RWF 000 RWF 000

502,854,2419,348,4 stisoped knab mret trohs dna knab ta hsaC 3,933,577668,596720,135,1415,151,1 selbaviecer edarT

Receivables from related companies 56,164 42,310 54,715Other receivables - 465,159 582,986

6,051,592 4,496,701 5,267,144

2010 Prospectus

All receivables that are neither past due nor impaired are within their approved credit limits, and no receivables have had their terms renegotiated. None of the above assets are either past due or impaired except for the following amounts in trade receivables:

Trade receivables are summarised as follows (Group and Company)

All receivables past due by more than one year are considered to be impaired, and are carried at their estimated recoverable value.

(c) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Com-pany’s approach to managing liquidity is to ensure, as far as possible, that it always has sufficient liquidity to meet its liabilities when due.

Cash flow forecasting is performed on a monthly basis to monitor rolling forecasts of the company liquidity require-ments to ensure it has sufficient cash to meet its contractual obligations. Such forecasting takes into consideration the company working capital requirements, covenant compliance and compliance with internal balance sheet ratio targets.

The company ensures that it has sufficient cash on demand to meet expected operational expenses, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. In addition, the company has in place unsecured banking facilities with Bank of Kigali, Commercial Bank of Rwanda, Fina Bank, Kenya Commercial Bank and Access Bank which have a combined facility limit of Rwf 3.5 billion (2008 – Rwf 3.5 billion, 2007-Rwf 3.5 billion) and are repayable on demand. The banking facilities comprises of bank over-draft, medium term loan and letters of credit.

The table below analyses the Group’s and the Company’s financial liabilities that will be settled on a net basis into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table below are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances, as the impact of discounting is not significant.

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Notes (continued)

27

4 Financial risk management (continued)

(b) Credit risk (continued)

Company 2009 2008 2007RWF 000 RWF 000 RWF 000

Cash at bank and short term bank deposits 4,843,914 2,458,205 3,933,577Trade receivables 1,151,514 1,531,027 695,866Receivables from related companies 56,164 42,310 54,715Other receivables - 465,159 582,986

6,051,592 4,496,701 5,267,144

All receivables that are neither past due nor impaired are within their approved credit limits, and no receivables have had their terms renegotiated.

None of the above assets are either past due or impaired except for the following amounts in trade receivables:

Trade receivables are summarised as follows (Group and Company)

2009 2008 2007RWF 000 RWF 000 RWF 000

Neither past due nor impaired 1,151,514 1,531,027 695,866Past due but not impaired - - -Impaired 151,128 151,128 151,128

Gross 1,302,642 1,682,155 846,994

Less: allowance for impairment 151,128 151,128 151,128

Net 1,151,514 1,531,027 695,866

All receivables past due by more than one year are considered to be impaired, and are carried at their estimated recoverable value.



Notes (continued)

28


(c) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it always has sufficient liquidity to meet its liabilities when due.

Cash flow forecasting is performed on a monthly basis to monitor rolling forecasts of the companyliquidity requirements to ensure it has sufficient cash to meet its contractual obligations. Suchforecasting takes into consideration the company working capital requirements, covenant compliance and compliance with internal balance sheet ratio targets.

The company ensures that it has sufficient cash on demand to meet expected operational expenses,including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. In addition, the company has in place unsecured banking facilities with Bank of Kigali, CommercialBank of Rwanda, Fina Bank, Kenya Commercial Bank and Access Bank which have a combined facility limit of Rwf 3.5 billion (2008 – Rwf 3.5 billion, 2007-Rwf 3.5 billion) and are repayable on demand. The banking facilities comprises of bank overdraft, medium term loan and letters of credit.

The table below analyses the Group’s and the Company’s financial liabilities that will be settled on a net basis into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table below are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances, as the impact of discounting is not significant.

Less than 1 year

Between 1 and 2 years


Total

(i) At 31 December 2009: RWF 000 RWF 000 RWF 000 RWF 000

a. Group Liabilities - borrowings 266,089 22,829 - 288,918 - trade and other payables 18,229,733 - - 18,229,733 - provisions - 22,703 261,682 284,385- income tax liability 2,028,096 - - 2,028,096

Total financial liabilities 20,523,918 45,532 261,682 20,831,132

100



Notes (continued)

29


(c) Liquidity risk (continued)

(i) At 31 December 2009 (cont) Less than 1 year



Total

b. Company RWF 000 RWF 000 RWF 000 RWF 000

Liabilities - borrowings 266,089 22,829 - 288,918 - trade and other payables 18,061,969 - - 18,061,969 - provisions - 22,703 261,682 284,385- income tax liability 2,028,096 - - 2,028,096


(ii) At 31 December 2008:

a. Group Liabilities - borrowings 2,625,232 - - 2,625,232 - trade and other payables 16,271,726 - -16,271,726 - provisions - 57,741 234,649 292,390- income tax liability 1,017,970 - - 1,017,970

Total financial liabilities 19,914,928 57,741 234,64920,207,318

b. Company Liabilities - borrowings 2,625,232 - - 2,625,232 - trade and other payables 16,104,453 - - 16,104,453 - provisions - 57,741 234,649 292,390- income tax liability 1,017,970 - - 1,017,970




Notes (continued)

30


(c) Liquidity risk (continued)

(iii) At 31 December 2007: Less than 1 year

Between 1and 2 years


Total

RWF 000 RWF 000 RWF 000 RWF 000 a. Group Liabilities - borrowings 2,477,536 - - 2,477,536 - trade and other payables 13,137,838 - - 13,137,838 - provisions - 50,602 281,982 332,584- income tax liability 1,696,855 - - 1,696,855


b. Company

At 31 December 2007: Liabilities - borrowings 2,477,536 - - 2,477,536 - trade and other payables 12,972,196 - - 12,972,196 - provisions - 50,602 281,982 332,584- income tax liability 1,696,855 - - 1,696,855


(d) Capital management

Capital is herein defined as equity attributable to shareholders of the company. The policy of the Boardof Directors is to maintain a strong capital base so as to maintain investor, creditor and marketconfidence and to sustain future development of the business. The Board of Directors monitors thereturn on capital, which the Group defines as total shareholders’ equity.

There were no changes in the Group’s approach to capital management during the years 2007 to 2009. The Group is not subject to externally imposed capital requirements other than the legal reserves explained in Note 12.

2010 Prospectus

(d) Capital management

Capital is herein defined as equity attributable to shareholders of the company. The policy of the Board of Directors is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board of Directors monitors the return on capital, which the Group defines as total shareholders’ equity.

There were no changes in the Group’s approach to capital management during the years 2007 to 2009. The Group is not subject to externally imposed capital requirements other than the legal reserves explained in Note 12.

(e) Fair value estimation

IFRS 7 requires disclosure of fair value measurements by level of the following fair value measurement hierarchy:• Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).• Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2).• Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).

The Group had no financial assets or liabilities measured at fair value between 2007 and 2009.

5 Revenue (Group and Company)

2009 2008 2007 RWF 000 RWF 000 RWF 000 Net turnover - Beer 32,590,512 30,329,680 23,973,166 - Soft drinks 12,887,599 12,370,206 9,704,152 - Other 8,180 8,910 1,302 45,486,291 42,708,796 33,678,620

6 Finance costs (Group and Company) Interest expense 322,226 229,034 236,279 Interest income (9,176 ) - - 313,050 229,034 236,279

7 Operating and other expenses (Group and Company) The following items are included within operating and other expenses 2009 2008 2007 RWF 000 RWF 000 RWF 000 Staff costs (Note 8) 6,416,872 5,742,893 5,076,610 Depreciation (Note 21) 2,586,448 2,621,351 2,179,620 Amortisation of intangible asset (Note 22) 3,871 2,676 - Auditor’s remuneration 101,465 120,298 86,652 Repairs and maintenance expenditure 1,559,855 1,360,008 1,304,054

101



Notes (continued)

31


(e) Fair value estimation

IFRS 7 requires disclosure of fair value measurements by level of the following fair value measurement hierarchy: • Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1). • Inputs other than quoted prices included within level 1 that are observable for the asset or liability,

either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2). • Inputs for the asset or liability that are not based on observable market data (that is, unobservable

inputs) (level 3).

The Group had no financial assets or liabilities measured at fair value between 2007 and 2009.


2009 2008 2007RWF 000 RWF 000 RWF 000

Net turnover - Beer 32,590,512 30,329,680 23,973,166 - Soft drinks 12,887,599 12,370,206 9,704,152 - Other 8,180 8,910 1,302

45,486,291 42,708,796 33,678,620

6 Finance costs (Group and Company)Interest expense 322,226 229,034 236,279Interest income (9,176) - -

313,050 229,034 236,279

7 Operating and other expenses (Group and Company) The following items are included within operating and other expenses

2009 2008 2007RWF 000 RWF 000 RWF 000

Staff costs (Note 8) 6,416,872 5,742,893 5,076,610 Depreciation (Note 21) 2,586,448 2,621,351 2,179,620

Amortisation of intangible asset (Note 22) 3,871 2,676 -Auditor’s remuneration 101,465 120,298 86,652

Repairs and maintenance expenditure 1,559,855 1,360,008 1,304,054


6 Finance costs (Group and Company)

7 Operating and other Expenses (Group and Company)

102



Notes (continued)

32

8 Staff costs (Group and Company)

Salaries and wages 4,328,993 3,833,336 3,659,817 National Social Security Fund contribution 297,401 295,382 321,982 Other retirement benefit costs 94,422 83,519 73,213 Equity settled share based payments 47,613 115,112 - Other personnel related costs 1,648,443 1,415,544 1,021,598

6,416,872 5,742,893 5,076,610

The tax on the Group’s profit before income tax differs from the theoretical amount that would arise using the statutory income tax rate as follows:

9 Income tax expense

(a) Group 2009 2008 2007RWF 000 RWF 000 RWF 000

Current income tax 2,981,594 2,136,408 2,156,926 Prior year under provision for current tax - 79,206 - Deferred income tax (Note 18) 107,979 558,623 (82,671)

3,089,573 2,774,237 2,074,255

2009 2008 2007RWF 000 RWF 000 RWF 000

Profit before income tax 9,678,506 9,185,613 4,788,724

Tax calculated at the statutory income tax rate of 30% 2,903,552 2,755,684 1,436,617 Tax effect of: - Expenses not deductible for tax 186,021 97,759 637,638 Prior year under provision for current tax - 79,206 -

Income tax expense 3,089,573 2,774,237 2,074,255



Notes (continued)

33

The tax on the Company’s profit before income tax differs from the theoretical amount that would arise using the statutory income tax rate as follows:

10 Earnings per share Basic earnings per share are calculated by dividing the profit attributable to equity holders of the

company by the weighted average number of ordinary shares in issue during the year.

2009 2008 2007RWF 000 RWF 000 RWF 000

Profit attributable to equity holders of the company (RWF thousands) 6,589,119 6,411,996 2,715,879

Weighted average number of ordinary shares in issue (thousands) 102,857 102,857 102,857

Basic earnings per share (RWF) 64.06 62.34 26.40

There were no potentially dilutive shares outstanding at each year end for the last three years ended 31 December 2009. Diluted earnings per share are therefore the same as basic earnings per share.

9 Income tax expense (continued)

(b) Company 2009 2008 2007

RWF 000 RWF 000 RWF 000

Current income tax 2,981,354 2,136,168 2,156,927 Prior year under provision for current tax - 79,206 - Deferred income tax (Note 18) 107,979 558,623 (82,672)

3,089,333 2,773,997 2,074,255

2009 2008 2007RWF 000 RWF 000 RWF 000

Profit before income tax 9,678,757 9,187,004 4,792,434

Tax calculated at the statutory income tax rate of 30% 2,903,627 2,756,101 1,437,730 Tax effect of:

- Expenses not deductible for tax 185,706 97,102 636,525Prior year under provision for current tax - 79,206 -

Income tax expense 3,089,333 2,773,997 2,074,255

8 Staff costs (Group and Company)

9 Income Tax Expense

2010 Prospectus

10 Earnings per share Basic earnings per share are calculated by dividing the profit attributable to equity holders of the company by the weighted average number of ordinary shares in issue during the year. 2009 2008 2007 RWF 000 RWF 000 RWF 000 Profit attributable to equity holders of the company (RWF thousands) 6,589,119 6,411,996 2,715,879 Weighted average number of ordinary shares in issue (thousands) 102,857 102,857 102,857 Basic earnings per share (RWF) 64.06 62.34 26.40 There were no potentially dilutive shares outstanding at each year end for the last three years ended 31 December 2009. Diluted earnings per share are therefore the same as basic earnings per share.

11 Share capital and share premium

Number of shares Ordinary share capital Share premium Total

RWF 000 RWF 000 RWF 000

Balance from 1 January 2006 to 31 December 2009 102,857 385,714 84,857 470,571 The total authorised number of ordinary shares is 102,857 with a par value of RWF 3,750 per share. All issued shares are fully paid.

12 Other reserves (Group and Company) 2009 2008 2007 RWF 000 RWF 000 RWF 000 Fiscal reserve 148,252 148,252 148,252 Statutory reserve 503,901 503,901 503,901 Legal reserve 38,571 38,571 38,571 690,724 690,724 690,724

Fiscal reserve

The legal reserve is based on a Article 138 paragraph 3 of the Ministerial order of 1964 which required the company to maintain a special reserve of 20% of the profits for 1964. The reserve is not distributable to shareholders.

Statutory reserve The statutory reserve is voluntary reserve created by the shareholders of the company and is not distributable to shareholders.

Legal reserve The legal reserve is based on a Government decree of 12 February 1998 which required an appropriation of 5% of net income for the prior year until a maximum level of 10% of the issued share capital. The legal reserve is not distribut-able to shareholders.

103

13 Retained earnings

The retained earnings balance represents the amount available for dividend distribution to the shareholders of the group.

14 Dividends per share (Group and Company) The following dividends were paid for each of the years stated. Year Amount per share 2009 Total RWF RWF 000 2009 49.64 5,105,659 2008 20.35 2,093,032 2007 13.59 1,397,528

15 Borrowings (Group and Company) 2009 2008 2007 RWF 000 RWF 000 RWF 000 The borrowings are made up as follows: Non-current Bank borrowings 22,829 - - Current Bank borrowings 266,015 1,415,746 1,548,282 Bank overdraft 74 1,209,486 929,254 266,089 2,625,232 2,477,536 Total borrowings 288,918 2,625,232 2,477,536 Bank borrowings bear a fixed interest rate of 12.25% annually (2008 and 2007: 12.25% annually).

The carrying amounts of short-term borrowings approximate to their fair value. Fair values are based on discounted cash flows using a discount rate based upon the borrowing rate that directors expect would be available to the Group at the balance sheet date. It is impracticable to assign fair values to the Group’s long term liabilities due to inability to forecast interest rate and foreign exchange rate changes.

16 Deferred income (Group and Company) 2009 2008 2007 RWF 000 RWF 000 RWF 000 Non-current 55,420 73,853 89,449 Current 18,432 18,432 18,432 Total borrowings 73,852 92,285 107,881

104

2010 Prospectus

17 Employee benefits

(a) Health care provisions 2009 2009 2007 RWF 000 RWF 000 RWF 000 At start of year 292,390 332,583 332,044 Charged to income statement - 30,707 69,540 Utilised during the year (8,005 ) (70,900 ) (69,000 )

At end of year 284,385 292,390 332,584

The provision relates to estimated costs for providing healthcare to employees with HIV.

(b) Share based payments – Long term incentive plan As from 1 January 2005 Heineken N.V. established a performance based share plan (Long Term Incentive Plan; LTIP) for the senior management of Heineken group. The LTIP share rights conditionally awarded to senior manage-ment each year are for 25% subject to Heineken’s RTSR performance and for 75% subject to internal performance conditions. At target performance, 100% of the shares will vest. At maximum performance 150% of the shares will vest.

The performance period for share rights granted in 2007 was from 1 January 2007 to 31 December 2009. The per-formance period for share rights granted in 2008 was from 1 January 2008 to 31 December 2010. The performance period for share rights granted in 2009 was from 1 January 2009 to 31 December 2011.

The vesting date for senior management is the later of 1 April and twenty business days, after publication of the annual results of 2009, 2010 and 2011 respectively. As Heineken N.V. withholds tax related to vesting on behalf of the individual employees, the amount of Heineken N.V. shares to be received by the senior management will be net amount.

The terms and conditions of the Heineken N.V share rights granted to senior management is as follows: Grant date Number Share price Contractual life of rights 2007 1,157 35.199 3 Years 2008 845 17.432 3 Years 2009 2,246 27.215 3 Years

The number and weighted average share price per share is as follows: 2007 Weighted average Share price Number of shares Outstanding at I January 18.799 1,323 Granted during the year 35.199 1,157 Forfeited during the year - (625) Exercised - - Outstanding at end of year 24.621 1,855 2008 Weighted average Share price Number of share Outstanding at I January 24.621 1,855 Granted during the year 17.432 845 Forfeited during the year - - - Exercised - - Outstanding at end of year 30.658 2,700 2009 Weighted average Share price Number of shares Outstanding at I January 30.658 2,700 Granted during the year 27.215 2,246 Forfeited during the year - (1,561) Exercised - - Outstanding at end of year 25.497 3,385

105

18 Deferred income tax (Group and Company) Deferred income tax is calculated using the enacted income tax rate of 30%. The movement on the deferred income tax account is as follows. 2009 2008 2007

RWF 000 RWF 000 RWF 000

At start of year 771,934 213,311 295,982 Charge / (credit) to profit and loss account (Note 9) 107,979 558,623 (82,671 )

At end of year 879,913 771,934 213,311

Consolidated deferred income tax assets and liabilities, deferred income tax (credit)/charge in the profit and loss ac-count, and deferred income tax charge in equity are attributable to the following items

Year ended 31 December 2007 1.1.2007 Chargedto P/L 31.12.2007 RWF’000 RWF’000 RWF’000 Deferred income tax liabilities Property, plant and equipment: 427,436 (88,509 ) 338,927

Deferred income tax asset (131,454) 5,838 (125,616)Provisions

Deferred tax liability 295,982 (82,671 ) 213,311

Year ended 31 December 2008 1.1.2008 Chargedto P/L 31.12.2008 RWF’000 RWF’000 RWF’000 Deferred income tax liabilities Property, plant and equipment: 338,927 581,098 920,024 Deferred income tax asset Provisions (125,616) (22,475 ) (148,090) Deferred tax liability 213,311 558,623 771,934

Year ended 31 December 2009 1.1.2009 Chargedto P/L 31.12.2009 RWF’000 RWF’000 RWF’000 Deferred income tax liabilities Property, plant and equipment: 920,024 119,861 1,039,885 Deferred income tax asset (148,090) (11,882 ) (159,972)Provisions Deferred tax liability 771,934 107,979 879,913

106

2010 Prospectus

19 Inventories (Group and Company) 2009 2009 2007 RWF 000 RWF 000 RWF 000 Raw materials 4,966,143 8,044,186 3,787,639Work in progress 449,071 444,416 221,851Finished goods 461,849 319,066 328,325 Non returnable packaging materials 892,822 1,200,541 979,048Other inventory 5,292,051 4,905,517 4,858,235 12,061,936 14,913,726 10,175,098 The cost of inventories recognised as an expense and included in the consolidated ‘cost of sales’ amounted to RWF 16,840,644 (2008: RWF 15,085,240 and 2007: RWF 12,320,315).

20 Receivables and prepayments (Group and Company) 2008 2009 2008 RWF 000 RWF 000 RWF 000 Trade receivables 1,302,642 1,682,155 846,994 Less: Provision for impairment losses (151,128) (151,128) (151,128) 1,151,514 1,531,027 695,866 Due from related parties (Note 28) 56,164 42,310 54,715 Prepayments and other receivables 1,378,989 1,254,725 586,865 2,586,667 2,828,062 1,337,446

21 Property and equipment (Group and Company)

107



Notes (continued)

40

21 Property and equipment (Group and Company)

Year ended 31 December 2007: Land and buildings

Plant and equipment

Otheroperating

assets

Work in Progress

Total

RWF’000 RWF’000 RWF’000 RWF’000 RWF’000 Cost

At start of year 1,565,280 7,773,089 14,017,573 199,954 23,555,896 Additions 73,189 236,984 1,741,291 2,916,823 4,968,287 Disposals - (38,694) (46,403) - (85,097)

At end of year 1,638,469 7,971,379 15,712,461 3,116,777 28,439,086

Depreciation At start of year (1,153,780) (4,287,580) (8,932,005) - (14,373,365) Charge for the year (33,170) (587,610) (1,558,840) - (2,179,620) On disposals 38,694 46,403 85,097

At end of year (1,186,950) (4,836,496) (10,444,442) - (16,467,888)

Net book amount At 31 December 2007 451,519 3,134,883 5,268,019 3,116,777 11,971,198

108



Notes (continued)

41

21 Property and equipment (continued)


Plant and equipment

Otheroperating

assets

Work in Progress

Total

RWF’000 RWF’000 RWF’000 RWF’000 RWF’000 Cost or valuation

At start of year 1,638,469 7,971,379 15,712,461 3,116,777 28,439,086 Additions / transfers 912,989 4,753,302 2,198,596 (2,547,962) 5,316,925 Disposals - - (37,429) (37,429)

At end of year 2,551,458 12,724,681 17,873,628 568,815 33,718,582

Depreciation At start of year (1,186,950) (4,836,496) (10,444,442) - (16,467,888) Charge for the year (46,230) (507,330) (2,067,790) - (2,621,350) On disposals 37,429 37,429

At end of year (1,233,180) (5,343,826) (12,474,803) - (19,051,809)

Net book amount At 31 December 2008 1,318,278 7,380,855 5,398,825 568,815 14,666,773



Notes (continued)

42

21 Property and equipment (continued)


Plant and equipment

Otheroperating

assets

Work in Progress

Total

RWF’000 RWF’000 RWF’000 RWF’000 RWF’000 Cost or valuation

At start of year 2,551,458 12,724,681 17,873,628 568,815 33,718,582 Additions 238,946 680,782 4,515,860 124,666 5,560,254 Disposals (29,596) (29,596)

At end of year 2,790,404 13,405,463 22,359,892 693,481 39,249,240

Depreciation At start of year (1,233,180) (5,343,826) (12,474,803) - (19,051,809) Charge for the year (75,358) (731,442) (1,779,648) - (2,586,448) On disposals 29,596 29,596

At end of year (1,308,538) (6,075,268) (14,224,855) - (21,608,661)

Net book amount At 31 December 2009 1,481,866 7,330,195 8,135,037 693,481 17,640,579



Notes (continued)

43

22 Intangible assets (Group and Company) 2009 2008 2007RWF’000 RWF’000 RWF’000

Cost At 1 January 187,938 182,586 182,586 Additions 2,389 5,352 -

At 31 December 190,327 187,938 182,586

Amortisation At 1 January 185,262 182,586 182,586

Charge for the year 3,871 2,676 -

At 31 December 189,133 185,262 182,586

Net book amount 1,194 2,676 -

23 Investments 2009 2008 2007

(a) Available for sale financial assets

Group RWF’000 RWF’000 RWF’000

At cost Banque Rwandaise de Developement 9,224 9,224 9,224

The above equity investments are carried at cost less impairment as the directors cannot reliably determine the fair value due to the absence of a ready market for the shares.

24 Cash and cash equivalents

For the purposes of the consolidated cash flow statement, cash and cash equivalents comprise of the following:

Group 2009 2008 2007RWF 000 RWF 000 RWF 000

Cash at bank and in hand 569,953 2,251,143 3,643,127 Short term deposits 4,324,335 278,040 274,564

4,894,288 2,529,183 3,917,691

Bank overdrafts are shown within borrowings in current liabilities on the balance sheet.

22 Intangible Assets (Group and Company)

2010 Prospectus

109



Notes (continued)

43

22 Intangible assets (Group and Company) 2009 2008 2007RWF’000 RWF’000 RWF’000

Cost At 1 January 187,938 182,586 182,586 Additions 2,389 5,352 -

At 31 December 190,327 187,938 182,586

Amortisation At 1 January 185,262 182,586 182,586

Charge for the year 3,871 2,676 -

At 31 December 189,133 185,262 182,586

Net book amount 1,194 2,676 -

23 Investments 2009 2008 2007

(a) Available for sale financial assets

Group RWF’000 RWF’000 RWF’000

At cost Banque Rwandaise de Developement 9,224 9,224 9,224

The above equity investments are carried at cost less impairment as the directors cannot reliably determine the fair value due to the absence of a ready market for the shares.

24 Cash and cash equivalents

For the purposes of the consolidated cash flow statement, cash and cash equivalents comprise of the following:

Group 2009 2008 2007RWF 000 RWF 000 RWF 000


4,894,288 2,529,183 3,917,691

Bank overdrafts are shown within borrowings in current liabilities on the balance sheet.



Notes (continued)

44

24 Cash and cash equivalents (continued)



4,860,960 2,479,855 3,886,363

For the purposes of the cash flow statement, cash and cash equivalents comprise the following:

2009 2008 2007 RWF 000 RWF 000 RWF 000

Cash and bank balances as above 4,894,288 2,529,183 3,917,691 Bank overdrafts (Note 15) (74) ( 1,209,486) (929,254)

4,894,214 1,319,697 2,988,437

25 Cash generated from operations

Reconciliation of profit before income tax to cash generated from operations:

31 Dec 09 31 Dec 08 31 Dec 07RWF 000 RWF 000 RWF 000

Profit before tax 9,678,506 9,185,407 4,788,724 Adjustments for:

Finance costs 313,050 229,034 236,279 Depreciation (Note 21) 2,586,448 2,621,350 2,179,620

Amortisation of intangible assets (Note 22) 3,871 2,676 - Changes in:

− receivables and prepayments 241,395 (1,490,616) 303,151− inventories 2,851,790 (4,738,628 (1,659,483)− payables and accrued expenses 1,979,179 3,114,003 3,203,463

Cash generated from operations 17,654,239 8,923,432 9,051,754



Notes (continued)

45

26 Payables and accrued expenses

Group 2009 2008 2007RWF 000 RWF 000 RWF 000

Trade payables 6,534,702 8,060,534 6,690,837Amounts due to related companies (Note 28) 1,402,122 1,303,892 1,119,643Returnable packaging liability 7,608,029 6,469,156 4,070,367Accrued expenses and other payables 2,684,880 433,144 1,256,991

18,229,733 16,271,726 13,137,838



18,061,969 16,104,453 12,972,196

27 Investment in subsidiaries and joint venture (at cost) The Company’s interest in the following companies, both of which are unlisted and have the same year end as the company and are incorporated in Rwanda were as follows:

% interest Held

2009RWF 000

2008 RWF 000

2007RWF 000

Cogelgas 62% 179,861 179,861 179,861 Bramin 50% 2,000 18,000 -

181,861 197,861 179,861 Less: Impairment allowance (179,861) (179,861 ) (179,861 ) 2,000 18,000 -

23 Investments

24 Cash and Cash Equivalents

25 Cash generated from Operations

26 Payables and accrued Expenses

110



Notes (continued)

45

26 Payables and accrued expenses

Group 2009 2008 2007RWF 000 RWF 000 RWF 000


18,229,733 16,271,726 13,137,838



18,061,969 16,104,453 12,972,196

27 Investment in subsidiaries and joint venture (at cost) The Company’s interest in the following companies, both of which are unlisted and have the same year end as the company and are incorporated in Rwanda were as follows:

% interest Held

2009RWF 000

2008 RWF 000

2007RWF 000

Cogelgas 62% 179,861 179,861 179,861 Bramin 50% 2,000 18,000 -

181,861 197,861 179,861 Less: Impairment allowance (179,861) (179,861 ) (179,861 ) 2,000 18,000 -



Notes (continued)

46

27 Investment in subsidiaries and joint venture (at cost) (continued)

Bramin is a joint venture between BRALIRWA and Minimex, a maize processing company in Rwanda, to produce and commercialize high yield maize. In 2009, as the project phase did not require the planned investment, BRALIRWA divested RWF 16,000,000 out of the initial investment. The address of its registered office is:

P.O. Box 277 Kigali, Rwanda

Cogelgas is incorporated in Rwanda as a private limited liability company, and is domiciled in Rwanda. The company was founded for the exploitation of methane gas from Lake Kivu. An initial investment of RWF 109,200,000 was made in 2001 and successively increased in 2003 and 2004. The investment has been fully impaired as the company has ceased operations. The address of its registered office is:


28 Related party transactions

The group is controlled by Heineken incorporated in Netherlands. The ultimate parent of the Group is Heineken Holdings Limited, a group also incorporated in Netherlands. There are other companies which are related to BRALIRWA through common shareholdings or common directorships.

The following transactions were carried out with related parties:

2009 2008 2007i) Purchase of goods and services RWF 000 RWF 000 RWF 000

Heineken International 959,500 963,600 1,066,933 Other related parties 4,686,804 5,916,300 6,378,800

5,646,304 6,879,900 7,445,733

ii) Outstanding balances with related parties

(a) Receivable from: Ibecor (Belgium) - - 15,570 Bralima (Democratic Republic of Congo) 46,002 42,310 39,145 Brasserie Sierra Leonne 5,556 - - Heineken Slovensko 4,606 - -

56,164 42,310 54,715

27 Investment in Subsidiaries and Joint Venture (at cost)

28 Related Party Transactions

i) Purchase of goods and services

2010 Prospectus

111



Notes (continued)

46

27 Investment in subsidiaries and joint venture (at cost) (continued)

Bramin is a joint venture between BRALIRWA and Minimex, a maize processing company in Rwanda, to produce and commercialize high yield maize. In 2009, as the project phase did not require the planned investment, BRALIRWA divested RWF 16,000,000 out of the initial investment. The address of its registered office is:


Cogelgas is incorporated in Rwanda as a private limited liability company, and is domiciled in Rwanda. The company was founded for the exploitation of methane gas from Lake Kivu. An initial investment of RWF 109,200,000 was made in 2001 and successively increased in 2003 and 2004. The investment has been fully impaired as the company has ceased operations. The address of its registered office is:


28 Related party transactions

The group is controlled by Heineken incorporated in Netherlands. The ultimate parent of the Group is Heineken Holdings Limited, a group also incorporated in Netherlands. There are other companies which are related to BRALIRWA through common shareholdings or common directorships.

The following transactions were carried out with related parties:

2009 2008 2007i) Purchase of goods and services RWF 000 RWF 000 RWF 000

Heineken International 959,500 963,600 1,066,933 Other related parties 4,686,804 5,916,300 6,378,800

5,646,304 6,879,900 7,445,733


(a) Receivable from: Ibecor (Belgium) - - 15,570 Bralima (Democratic Republic of Congo) 46,002 42,310 39,145 Brasserie Sierra Leonne 5,556 - - Heineken Slovensko 4,606 - -

56,164 42,310 54,715



Notes (continued)

47

28 Related party transactions (continued)

2009 2008 2007(b) Payables to: RWF 000 RWF 000 RWF 000

Heineken Supply Chain (Netherlands) 54,564 109,595 71,153 Heineken Nederland (Netherlands) 282,080 296,305 178,322 Malterie Albert (Belgium) 434,283 386,877 239,490 Brarudi (Burundi) 25,790 15,071 15,400 Heineken International (Netherlands) 481,158 364,255 587,689 Bralima (Democratic Republic of Congo) 74,442 52,152 4,641 Brasserie de Bourbon 1,509 - - Proseco - 3,420 - Ibecor (Belgium) 48,296 33,683 3,344 Other - 42,534 19,604

1,402,122 1,303,892 1,119,643

c) Borrowings from related parties

Heineken Supply Chain (Netherlands) - 595,000 -

The amount due to Heineken is an unsecured loan that has no defined repayment period and no interest is charged on it.

iii) Key management compensation 2009 2008 2007 RWF 000 RWF 000 RWF 000

Salaries and other short-term employment benefits 640,136 709,558 809,982 Post-employment benefits - - -

640,136 709,558 809,982

iv) Directors’ remuneration

- fees for services as a director 8,880 8,880 8,880

- - o 0 o - -


iii) Key management compensation

iv) Directors’ renumeration

112

Reporting Accountant’s Report Brasseries et Limonaderies du Rwanda Ltd Appendix 2: Adjustments made in preparing the unaudited financial information

48

Adjustments made in preparing the financial information

In compiling the information in Appendix 1, we have recorded a number of adjustments to the information presented in the statutory financial statements of BRALIRWA and its subsidiary. The impact of these adjustments is set out below; the adjustments are based on unaudited information provided to us by management.

a) Adjustments to profit/(loss) as reported in the statutory financial statements:

Group

2009 2008 2007 RWF 000 RWF 000 RWF 000

Profit after tax as reported in the statutory financial statements 6,329,676 5,104,025 2,986,336

- Adjustment to deferred tax charge for the year (107,979) (558,622) 82,671 - Adjustment to depreciation charge 359,231 1,896,680 (335,000) - Adjustment to provisions 8,005 (30,707) (19,538)

Adjusted profit after tax as reported in the consolidated statement of comprehensive income 6,588,933 6,411,376 2,714,469

Company2009 2008 2007

RWF 000 RWF 000 RWF 000

Profit after tax as reported in the statutory financial statements

6,330,166 5,105,656 2,990,046


Adjusted profit after tax as reported in the company statement of comprehensive income 6,589,423 6,413,007 2,718,179

2010 Prospectus

113

Reporting Accountant’s Report Brasseries et Limonaderies du Rwanda Ltd Appendix 2: Adjustments made in preparing the unaudited financial information

49

b) Adjustments to net assets in the statement of financial position:

Group

2009 2008 2007 RWF 000 RWF 000 RWF 000

Net assets as reported in the statutory financial statements 12,746,900 11,563,185 8,592,498

- Opening adjustments to recognise cumulative differences in financial position between local GAAP and IFRS 2,113,676 766,020 1,037,887


Net assets as reported in the consolidated statement of financial position 15,160,138 13,676,862 9,358,518

Company2009 2008 2007

RWF 000 RWF 000 RWF 000

Net assets as reported in the statutory financial statements 12,883,335 11,699,130 8,726,812

- Opening adjustments to recognise cumulative differences in financial position between local GAAP and IFRS 2,113,676 766,020 1,037,887

- Adjustment to deferred tax charge for the year (107,979) (558,622) 82,671 - Adjustment to depreciation charge 399,536 1,936,986 (335,000)

- Adjustment to provisions 8,005 (30,707) (19,538)

Net assets as reported in the statement of financial position 15,296,573 13,812,807 9,492,832

114

APPENDIX-IIIREPORTING ACCOUNTANTS’ REPORT ON

MANAGEMENT ACCOUNTS AS AT 30 JUNE 2010

2010 Prospectus

APPENDIX III: REPORTING ACCOUNTANTS’ REPORT ON MANAGEMENT ACCOUNTS AS AT 30 JUNE 2010


11 November 2010

Subject: Compilation report on the financial information of BRALIRWA Limited as at 30 June 2010

Dear Madam

On the basis of information provided by management we have compiled, in accordance with the International Standard on Related Services applicable to compilation engagements, the balance sheet, income statement and statement of changes in equity of BRALIRWA Limited for the 6 months ended 30 June 2010 (together “the financial information”). The financial information has been compiled from the unaudited management accounts of the company.

The Directors of BRALIRWA are responsible for the financial information. We have not audited the financial infor-mation and accordingly express no assurance thereon.

Consent

We as Reporting Accountants confirm that we have given, and have not, prior to the date of the Prospectus, with-drawn our written consent to the inclusion of this Report in the form and context in which it appears.For PricewaterhouseCoopers Rwanda Limited

For PricewaterhouseCoopers Rwanda Limited Bernice Kimacia Director

APPEN

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115

Income statement 6 month period ended 30 June 2010 RWF ’000 Revenue 23,130,487 Cost of sales (13,068,866) Gross profit 10,061,621 Other income 2,420,420 Distribution costs (2,681,470) Administrative expenses (3,826,195) Finance costs (83,650) Profit before income tax 5,890,726 Income tax expense (2,071,215) Profit for the period 3,819,511 Other comprehensive income - Total comprehensive income for the period 3,819,511 Balance sheet 30 June 2010 RWF 000 Share capital 385,714 Share premium 84,857 Other reserves 690,724 Retained earnings 11,624,621 Shareholders’ equity 12,785,916 Non-current liabilities Borrowings 22,829 Deferred Income 65,345 Provisions 552,437 Share based payments 134,386 Deferred income tax liabilities 925,669 Total non-current liabilities 1,700,666 Total equity and non-current liabilities 14,486,582 Non-current assets Property, plant and equipment 18,384,902 Intangible assets 14,160 Investment in subsidiaries 2,000 Investment in associates 96,000 Available for sale financial assets 9,224 18,506,286 Current assets Inventories 10,379,176 Receivables and prepayments 5,543,785 Cash and cash equivalents 4,072,421 19,995,382 Current liabilities Payables and accrued expenses 18,875,192 Income tax liability 1,438,027 Dividends payable 3,330,166 Current borrowings 371,701 24,015,086 Net current (liabilities) / assets (4,019,704) Net assets 14,486,582

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117

Brasseries et Limonaderies du Rwanda Ltd Financial Information For the 6 month period ended 30 June 2010

4

Statement of changes in equity

Notes Share capital

Share premium

Otherreserves

Retained earnings

Share-holders’

equity6 month period ended 30 June 2010 RWF 000 RWF 000 RWF 000 RWF 000 RWF 000 At start of period 385,714 84,857 690,724 14,135,276 15,296,571 Comprehensive income for the period Profit for the period - - - 3,819,511 3,819,511Other comprehensive income - - - - - Total comprehensive income - - - 3,819,511 3,819,511 Transactions with owners, recorded directly in equity Distributions to owners Dividends - Declared in the period - - - (6,330,166) (6,330,166) Total distributions to owners - - - (6,330,166) (6,330,166)

At 30 June 2010 385,714 84,857 690,724 11,624,621 12,785,916

Statement of changes in equity

114

APPENDIX-IVREPORTING ACCOUNTANTS’ REPORT ON

PROFIT FORECAST

2010 Prospectus

APPENDIX IV: REPORTING ACCOUNTANTS’ REPORT ON PROFIT FORECAST


11 November 2010

Report on the 2010 and 2011 forecast financial performance– BRALIRWA Initial Public Offer

Dear Madam

We have examined the forecast financial performance (‘the forecast’) for Brasseries et Limonaderies du Rwanda Lim-ited (“BRALIRWA” or “the company”) set out in Appendix 1, in accordance with the International Standard on Assur-ance Engagements applicable to the examination of prospective financial information (ISAE 3400 - The Examination of Prospective Financial Information).

The forecast has been prepared for the purposes of inclusion in the BRALIRWA Prospectus to be issued to support the listing and sale of the company’s shares.

Responsibilities of the directors The Board of Directors are responsible for the forecast including the assumptions set out in Appendix 1 on which it is based.

Our responsibilities Our responsibilities are detailed in our contract of engagement dated 6 April 2010. The objective of the engagement was to enable us to state whether, on the basis of carrying out certain review procedures, anything has come to our attention that causes us to believe that the forecast was not prepared, in all material respects, in accordance with the disclosed assumptions and whether anything has come to our attention which causes us to believe that these assumptions do not provide a reasonable basis for the forecast.

Review conclusion Based on our examination of the evidence supporting the assumptions, nothing has come to our attention which causes us to believe that these assumptions do not provide a reasonable basis for the forecast. Further, in our opinion the forecast is properly prepared on the basis of the assumptions.

Cautionary statementActual results are likely to be different from the forecast since anticipated events frequently do not occur as expected and the variation may be material.

Consent We as Reporting Accountants confirm that we have given, and have not, prior to the date of the Prospectus, with-drawn our written consent to the inclusion of this Report in the form and context in which it appears.For PricewaterhouseCoopers Rwanda Limited

For PricewaterhouseCoopers Rwanda Limited

Bernice Kimacia, Director

APPEN

DIX IV

119

Profit Forecast The profit forecast below excludes the results of the company’s subsidiary and joint venture interests, Cogelgas and Bramin, which are not material to the company’s operations.

2010 RwF millions 2011 RwF millions

Gross Revenue (including excise duty) 77,391 83,196

Net Revenue 55,487 59,673

Gross Profit 32,216 35,005

Total Costs & Expenses (17,936) (19,726)

EBITDA 15,842 17,346

EBIT 12,528 13,190

Tax (4,385) (4,221)

Profit attributable to equity holders of the company (net Profit) 8,143 8,969

In preparing the profit forecast, the company has used the following assumptions:Macro-economic environment

2010 2011

GDP growth 7% 8%

Inflation 7% 8%

Population 10,461 10,785

Average FX rates Rwanda Franc to the Euro (RWF/EUR)

787 810

Average FX rates Rwanda Franc to the Dollar (RWF/USD)

595 648

Other market assumptions:

Market sales 2010 2011

Growth % 10% 8%

Sales volume 1,369,399 1,478,631

Specific Assumptions 2010 2011

Market share total 94% 91.5%Total sales volume 1,300,000 1,353,469 Growth in sales volume 7% 4%

Commentary on assumptionsThese 2010 and 2011 projections were prepared by management in September 2010.

The 2010 projected financial performance is based on the company’s actual performance as at June 2010 together with estimates for the six month period ending December 2010 based on management’s projections from their knowledge of the Company’s sales trends.For 2011, the following assumptions have been applied:

1. The growth in the company’s sales volume will be in line with GDP growth and effected by loss in market share (due to new entrants).

2. The company plans to review its selling prices in 2011.3. Variable expenses will increase with the increase in inflation.4. Fixed expenses will be affected by inflation in Rwanda and also the depreciation of the Rwanda Franc.5. Effective income tax rate of 32% in 2011. 6. The company plans to incur capital expenditure of about RwF 16 billion in 2011 for investments in capacity expansion,

returnable bottles, commerce and information technology. These investments are yet to be approved by the BRALIRWA board of directors.

These projections were approved by the BRALIRWA Board of directors on 11 November 2010 and signed on behalf of the Board by:

DIRECTOR, BRALIRWA LTD

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APPENDIX-VEXTRACTS FROM THE ARTICLES

APPENDIX V: EXTRACTS FROM THE ARTICLES

Extracts from the Articles

Share Capital

1 Shares and Limited Liability

i. The share capital of the Company at the date of adoption of the Articles was divided into 102,857 issued ordinary shares.

ii. In accordance with and as amended by the Articles each issued ordinary share in the capital of the Company shall confer on the shareholder:• the right to one vote on a poll at a meeting of the Company on any resolution;• the right to an equal share in the total amount of dividends authorised by the Board for payment to shareholders;• the right to an equal share in the distribution of the total amount of surplus assets of the Company to the extent

returned to shareholders; and• the right to receive an equal share in the capital of the Company to the extent returned to shareholders (at the

date of adoption of the Articles being an amount equal to a share of 1/102,857 to the total capital).iii. The liability of the shareholders is limited to the amount, if any, unpaid on the shares held by them and any liability to

repay a distribution received by the shareholder to the extent that the distribution is properly recoverable

2 Power to attach Special Class Rights and Issue Redeemable Sharesi. Any share in the Company may be issued with or have attached to them such preferred, deferred or other special

rights, conditions or restrictions, whether in regard to dividend, voting, return of capital or otherwise as the Board may determine and such rights and obligations shall not be subject to an ordinary resolution of the shareholders.

ii. The Company may issue shares which are to be redeemed or are liable to be redeemed at the option of the Company or of the shareholder and the Board may determine the terms, conditions and manner of redemption of any such shares and such rights and obligations shall not be subject to an ordinary resolution of the shareholders.

3 Authority of Board to Allot and Issue SharesIn relation to the issue by the Company for cash of shares which rank equally with or in priority to the existing shares of the Company as to voting or distribution rights:

i. the Board shall procure that those shares shall be offered first to the holders of such existing shares in proportion to the nominal value of those shares held by each of the holders and otherwise on such terms and conditions as the Board shall determine; and

ii. if and to the extent such offer is not accepted or the period during which any such offer is open for acceptance has expired the Board shall then procure those non accepted shares shall then be offered to the holders of such existing shares who accepted the first offer in proportion to the nominal value of those shares held by each of such holders and otherwise on such terms and conditions as the Board shall determine; and

iii. if and to the extent such offer is not accepted or the period during which any such offer is open for acceptance has expired the Board is thereafter generally and unconditionally authorised to allot and issue or grant options over, offer or otherwise deal with or dispose of any such shares in the capital of the Company or right to subscribe for or convert any security into such shares to such persons, at such times and for such consideration and generally on such terms and conditions as it may determine,

iv. provided that the Company may by special resolution disapply the pre-emption provisions in respect of any such issue otherwise required pursuant to the Articles as aforesaid or the Statutes either in full or for a limited amount of shares and for a limited period of time.

4 Purchase of Own SharesSubject to the Articles and to any rights attaching to any class of shares, the Company may give financial assistance (which shall include a loan, guarantee or any other related transaction) for the acquisition of shares in the Company and may purchase its own shares (including any redeemable shares) or enter into such agreement in relation to the purchase of its own shares on such terms and in such manner as may be determined by the Board.

APP

END

IX V

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2010 Prospectus

5 Variation of Class Rightsi. The rights attached to any class of shares may be modified, varied or abrogated:

• in such manner (if any) as may be provided by those rights; or• in the absence of any such provision, either with the consent in writing of the holders of at least three quarters

in nominal value of the issued shares of the class or with the sanction of a special resolution passed at a separate meeting of the holders of that class,

• so that, for the avoidance of doubt, such consent shall bind the holders of all shares of that class and any holder who did not consent to or cast any votes in favour of the resolution for the variation shall have no further rights including to apply to Court for any order or to require the Company to purchase his shares.

ii. The rights attached to any class of share are not, unless otherwise expressly provided by the Articles or in the rights attaching to the shares of that class, deemed to be modified, varied or abrogated by the creation or issue of further shares ranking pari passu (save as to the date from which such further shares shall rank for dividend) with every other share of that class or subsequent to them or by the purchase or redemption by the Company of its own shares in ac-cordance with the Articles.

6 Class Meetingsi. A separate meeting for the holders of a class of shares shall be convened and conducted as nearly as possible in the

same way as a special meeting. ii. The necessary quorum at the first convened class meeting is one person, present in person or by proxy or by a duly

authorised representative of a corporation, holding or representing at least 33 per cent in nominal value of the capital paid up on the issued shares of the class.

iii. The necessary quorum at an adjourned class meeting is one person holding shares of the class in question present in person or by proxy or by a duly authorised representative of a corporation holding or representing at least 20 per cent in nominal value of the capital paid up on the issued shares of the class.

iv. Any holder of shares of the class in question present in person or by proxy or by a duly authorised representative of a corporation shall be entitled on a poll to one vote for every share of that class of which he is the holder.

v. No shareholder, other than a Director, is entitled to notice of a separate class meeting or to attend unless he is a holder of shares of that class and no vote may be given except in respect of a share of that class.

7 FractionsIf, as the result of consolidation and division or sub-division of shares, shareholders become entitled to fractions of a share, the Board may on behalf of the shareholders deal with the fractions as it thinks fit. In particular, the Board may:

i. sell fractions of a share to a person for the best price reasonably obtainable and distribute the net proceeds of sale in due proportion amongst the persons entitled. The Board may authorise a person to execute an instrument of transfer of shares to, or in accordance with the directions of, the purchaser and may cause the name of the purchaser or trans-feree to be entered in the Register as the holder of the shares; or

ii. issue to a shareholder credited as fully paid up by way of capitalisation the minimum number of shares required to round up his holding of shares to a number which, following consolidation and division or sub-division, leaves a whole number of shares (such issue being deemed to have been effected immediately before consolidation or sub division, as the case may be).

Calls on Shares

8 Calls on Sharesi. The Board may make such calls upon the shareholders in respect of any moneys unpaid on their shares as it thinks

fit and each shareholder shall pay the amount of every call so made upon his shares to the Company at the time and place so specified.

ii. A person on whom a call is made remains liable to pay the amount called despite the subsequent transfer of the share in respect of which the call is made.

iii. If any amount in respect of any call or instalment of a call is not paid on or before the day appointed for payment, the person from whom the amount of the call or instalment is due shall pay interest from day to day on such amount at such rate as may be prescribed legally by the Board from and including that date until but excluding the date of actual payment and all costs, charges and expenses that may have been incurred by reason of such non-payment.

iv. Any amount which by the terms of allotment of a share is made payable upon allotment or at any fixed date whether on account of the nominal amount of the share or premium for all purposes of the Articles is deemed to be a call duly made, notified and payable on the date fixed for payment and, in case of non-payment, the provisions of the Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such amount were a call duly made and notified.

APPEN

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123

Forfeiture

9 Forfeiture of Sharesi. If a shareholder fails to pay in full any call or instalment of a call on or before the day appointed for payment, the

Board may send a notice to him or to a person entitled by transmission to the share in respect of which the call was made requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued and all costs, charges and expenses incurred by the Company by reason of such non-payment.

ii. The notice shall name a further day on or before which, and the place where, the payment is to be made and shall state that if the notice is not complied with the shares in respect of which the call was made will be liable to be for-feited.

iii. If the notice is not complied with, any share in respect of which it has been given may, at any time before payment required by the notice has been made, be forfeited by a resolution of the Board. Such forfeiture shall include all divi-dends declared or other amounts payable in respect of the forfeited share and not actually paid before forfeiture.

iv. When a share has been forfeited, the Company shall send notice of the forfeiture to the person who was before forfeiture the holder of the share or the person entitled by transmission to the share. An entry of the fact and date of forfeiture shall be made in the Register. No forfeiture is invalidated by an omission to send such notice or to make those entries.

v. A forfeited share and all rights attaching to it shall become the property of the Company and:• the Board shall procure that any forfeited shares shall be offered first to the holders of such existing shares in

proportion to the nominal value of those shares held by each of the holders and otherwise on such terms and conditions as the Board shall determine; and

• if and to the extent such offer is not accepted or the period during which any such offer is open for acceptance has expired the Board shall then procure those non accepted shares shall then be offered to the holders of such existing shares who accepted the first offer in proportion to the nominal value of those shares held by each of such holders and otherwise on such terms and conditions as the Board shall determine; and

• if and to the extent such offer is not accepted or the period during which any such offer is open for acceptance has expired the Board is thereafter generally and unconditionally authorised to sell, re-allot or otherwise dispose of such shares to any other person on such terms and in such manner as the Board shall think fit.

vi. At any time before a sale, re-allotment or disposal of a forfeited share, the forfeiture may be cancelled on such terms as the Board may think fit. Where a forfeited share is to be transferred to any person the Board may authorise some person to execute an instrument of transfer of a forfeited share to the transferee. The Company may receive the con-sideration (if any) for the share on its disposal and may register the transferee as the holder of the share.

vii. A shareholder whose shares have been forfeited shall cease to be a shareholder in respect of such shares and shall surrender to the Company the certificate for the forfeited shares. The person to whom the forfeited shares are dis-posed of shall be registered as the holder of the shares.

Transfer of Shares

10 Form of TransferAny shareholder may transfer all or any of his shares by instrument of transfer in such form as may be required by the Statutes or, if not so required, as the Board may approve and the instrument must be executed both (1) by or on behalf of the transferor and (2) by or on behalf of the transferee.

11 Right to Refuse Registrationi. The Board shall refuse to register a transfer of a share if the instrument of transfer:

• is in respect of more than one class of shares;• s in favour of more than one transferee per holding of shares;• is in favour of a minor, infant, bankrupt or person with mental disorder;• is not lodged at the Office or such other place as the Board may decide; and• is not accompanied by the certificate for the shares to which it relates and such other evidence (if any) as the

Board may reasonably require to prove the title of the transferor and the due execution by him of the transfer.ii. The Board may in its absolute discretion and without assigning any reasons therefore, refuse to register any transfer

of a certificated share which is not fully paid. iii. If the Board refuses to register a transfer of any share it shall as soon as practicable and in any event within 30 days af-

ter the date on which the transfer was lodged with the Company send to the transferee notice of the refusal together with reasons for the refusal.

12 Register of Shareholdersi. The Company shall maintain the Register which shall record the shares and the holders of the shares. Without preju-

dice to the format determined in accordance with the Statutes the Register shall contain:• the precise description of the holders of the shares;

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• the number of shares held by each shareholder;• the date and the amount of the effected payments in respect of the shares;• the restrictions (if any) concerning the transfer of the shares; and • the date of the transfer or conversions of the shares.

ii. The Company shall treat as a shareholder only one person as a holder of each share being the person inscribed in the Register as the shareholder and holdings of shares by more than one person or other joint holders will not be registered. The person so registered shall be the only person recognised by the Company as being entitled to:• exercise the right to vote attaching to each share;• receive notices in accordance with the Articles; • receive a distribution in respect of each share in accordance with the Articles; and,• exercise the other rights and powers attaching to each share in accordance with the Articles.

iii. The transferor is deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect of it.

iv. The Company shall be entitled to suspend the registration of transfers of shares in the Register at such times and for such periods as the Directors may from time to time determine, provided always that such registration shall not be suspended for more than 30 days in a calendar year.

Share Certificates

13 Right to Share Certificatei. A shareholder is entitled to receive one certificate for all the shares of each class registered in his name. Where part

of the shares is transferred, the shareholder transferring is entitled to a certificate for his retained holding. ii. Every certificate shall be issued with such other form of authentication as the Board may determine having regard

to the terms of issue and shall specify the number, class and distinguishing numbers (if any) of the shares to which it relates and the amount paid up on them.

iii. No shareholder shall be entitled to more than one certificate in respect of any one share held by him.

Transmission of Shares

14 On Deathi. If a shareholder dies, the survivor and the executors or administrators of the deceased shall be the only persons rec-

ognised by the Company as having any title to his interest in the shares. Nothing in the Articles releases the estate of a deceased holder from any liability in respect of any share held by him.

ii. Any person becoming entitled by transmission to a share may, upon such evidence as to title being provided as the Board may require, elect either to be registered himself as holder of the share or have a person nominated by him registered as holder. All the Articles relating to the transfer of shares apply to any such election as if the death or bankruptcy or other event giving rise to transmission had not occurred and the election was a transfer by the share-holder

Meetings

15 Annual Meetingi. The Board shall direct the Chairman of the Board or, in his absence, the Deputy Chairman of the Board to convene an

annual meeting of the Company each year (in addition to any other meetings which may be held in that year):• not later than 6 months after 31 December;• not later than 15 months after the previous annual meeting; and• otherwise at such time and place as the Board shall decide.

ii. Such meeting shall be specified as the annual meeting in the notice calling it and the business to be transacted (un-less otherwise determined by the Board) shall deal with:• the consideration and approval of the financial statements;• the consideration and approval of the Auditor’s report;• the consideration and approval of the annual report;• the appointment or reappointment of any Directors;• the appointment or reappointment of any Auditor; and• any other issues as may be deemed necessary by the Board.

125

16 Convening of Special Meetingsi. The Board may direct the Chairman of the Board or, in his absence, the Deputy Chairman of the Board to convene

special meetings of shareholders entitled to vote on an issue put before the meeting. ii. The Board shall direct the Chairman of the Board or, in his absence, the Deputy Chairman of the Board to convene a

special meeting on receipt of a written request of shareholders holding shares carrying at least 50 per cent of the vot-ing rights.

iii. If at any time there are not sufficient Directors capable of acting to form a quorum of the Board, any Director may convene a special meeting

17 Length and Form of Noticei. An annual meeting and all other special meetings of the Company shall be called by at least 30 clear days’ notice (in

the case of an annual meeting) and 14 clear days’ notice (in the case of a special meeting). ii. Notice shall be given to such shareholders as are, under the Articles, or the terms of issue of shares, entitled to receive

such notices from the Company and to the Directors. iii. Every notice of meeting shall specify the place, date and time of the meeting and the general nature of the business

to be transacted and, if a meeting is convened to pass a special resolution, the intention to propose the resolution as a special resolution.

iv. The omission to send notice of any meeting or, in cases where it is sent out with the notice, an invitation to appoint a proxy, to, or the failure to send either due to circumstances beyond the Company’s control to, or the non-receipt of either by, any person entitled to receive notice does not invalidate any resolution passed or proceedings held at that meeting.

Proceedings at Meetings

18 Resolutionsi. The Company may by special resolution:

• disapply the pre-emption provisions in respect of any issue of shares otherwise required pursuant to the Statutes or the Articles;

• reduce its share capital to such amount as agreed upon by the relevant special resolution;• authorise the purchase or acquisition of its own shares to the extent agreed upon by the relevant special resolu-

tion;• authorise the giving of any financial assistance, loan, guarantee or any other related transaction directly or indi-

rectly for the purpose of or in connection with the acquisition of its own shares;• adopt, alter or revoke the Articles or any other articles of association of the Company;• adopt, alter or revoke any other memorandum of association of the Company;• approve any major transaction (as defined in the Statutes);• approve any amalgamation of the Company;• put the Company into voluntary liquidation;• change the name of the Company; or• rescind any special resolution previously passed by the shareholders, and, for these purposes, a special resolution shall be passed upon the majority vote of three quarters (3/4) of

those shareholders entitled to vote who were present at the special meeting and voted on the matter which is the subject of the resolution.

ii. The Company may by ordinary resolution:• authorise and approve any other act or resolution of the Company not required to be passed by a special resolu-

tion in accordance with the forgoing Article;• appoint or remove any Director;• increase the authorised share capital of the Company;• consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares; • sub-divide all or any of its shares into shares of a smaller amount and may by the resolution determine that the

shares resulting from such sub-division may have any preferred or other special rights or be subject to any restric-tions, as compared with the others,

and, for these purposes, an ordinary resolution shall be passed upon the simple majority vote of those sharehold-ers entitled to vote who were present at the special meeting and voted on the matter which is the subject of the resolution.

iii. Subject to the Articles all other acts of the Company shall be subject to approval by a duly authorised resolution of the Board and the business of the Company shall be managed by the Board, which may exercise all the powers of the Company and, subject thereto, the Board shall have all the powers necessary for managing and for directing and su-pervising the management of the business and affairs of the Company.

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19 Quorumi. No business shall be transacted at any annual or special meeting unless a quorum is present when the meeting pro-

ceeds to business.ii. The necessary quorum at the first convened meeting is one person, present in person or by proxy or by a duly autho-

rised representative of a corporation, holding or representing at least 50 per cent in nominal value of the capital paid up on the issued shares.

iii. If within 15 minutes from the time fixed for the start of the annual or a special meeting a quorum is not present, or if during a meeting a quorum ceases to be present, the meeting shall stand adjourned to such time and place as the chairman of the meeting may decide.

iv. The necessary quorum at an adjourned meeting is one person holding shares, present in person or by proxy or by a duly authorised representative of a corporation, holding or representing at least 20 per cent in nominal value of the capital paid up on the issued shares.

v. At an adjourned meeting if a quorum is not present within 15 minutes from the time fixed for the start of the meeting or if during the adjourned meeting a quorum ceases to be present the adjourned meeting shall be dissolved.

20 ChairmanThe Chairman of the Board or, in his absence, the Deputy Chairman must be present and shall preside at every an-nual or special meeting.

21 Adjourned Meetingsi. The Chairman or, in his absence, the Deputy Chairman may, with the consent of the meeting at which a quorum is

present (and shall, if so directed by a resolution passed by the meeting) adjourn any meeting from time to time and from place to place or for an indefinite period.

ii. The Chairman or, in his absence, the Deputy Chairman may, without the consent of the meeting, interrupt or adjourn a meeting from time to time and from place to place or for an indefinite period if he decides that it has become neces-sary to do so in order to ensure that the business of the meeting is properly dealt with.

iii. Whenever a meeting is adjourned for 14 days or more or for an indefinite period, at least seven clear days’ notice, specifying the place, date and time of the adjourned meeting shall be given as in the case of an original meeting and the general nature of the business to be transacted.

iv. Except in the circumstances otherwise set out in the Articles, no shareholder shall be entitled to any notice of an adjournment or of the business to be transacted at an adjourned meeting. No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the ad-journment took place.

Voting

22 Method of Votingi. At any meeting, a resolution put to the vote of the meeting shall be decided on a poll only and not on a show of hands

or otherwise. Such a poll shall be demanded by:• the Chairman or, in his absence, the Deputy Chairman; or (failing him)• any one of the other Directors; or (failing any one of them)• any one of the shareholders present in person or by proxy or by duly authorised representative and representing

in aggregate not less than 10 per cent in nominal value of the capital paid up on the issued shares.

23 Procedure on Polli. poll demanded on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall

be taken at such time and place and in such manner as the Chairman or, in his absence, the Deputy Chairman directs and the result of the poll is deemed to be the resolution of the meeting at which the poll is demanded. No notice need be given of a poll not taken immediately if the time and place at which it is to be taken are announced at the meeting at which it is demanded.

ii. If a poll is properly demanded, it shall be taken in such manner as the Chairman or, in his absence, the Deputy Chair-man directs. He may appoint scrutineers or scrutinisers, who need not be shareholders, and may fix a time and place for declaring the result of the poll. The result of the poll is deemed to be the resolution of the meeting at which the poll is demanded.

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24 Objection to and Error in VotingAny objection raised to the qualification of any voter, or to the counting of or failure to count any vote, does not invalidate the decision of the meeting on any resolution unless it is raised at the meeting or adjourned meeting at which the vote objected to is tendered or at which the error occurs. Any objection or error raised in due time shall be referred to the Chairman or, in his absence, the Deputy Chairman and only invalidates the decision of the meeting on any resolution if he decides that the same is of sufficient magnitude to affect the decision of the meeting. His decision on such matters is final and conclusive.

25 Votes of ShareholdersSubject to any special terms as to voting upon which any share may be issued, or may be held, on a poll every share-holder present in person or by proxy or by duly authorised representative and entitled to vote has one vote for every share of which he is the holder.

26 Restriction on Voting RightsNo shareholder is entitled to be present or to be counted in the quorum or vote, either in person or by proxy or by duly authorised representative, at any annual or special meeting or at any separate meeting of the holders of a class of shares or to exercise other rights conferred by being a shareholder in relation to the meeting or poll, unless all calls or other moneys due and payable in respect of the shareholder’s share or shares have been paid.

27 Voting by Proxyi. A proxy need not be a shareholder and a shareholder may appoint one or more than one person to act as his proxy to

exercise all or any of his rights to attend and to speak and vote at a meeting of the Company. References in the Articles to the appointment of a proxy include references to the appointment of multiple proxies.

ii. On a poll votes may be given in person or by proxy or by duly authorised representative and a shareholder entitled to more than one vote need not, if he votes, use all of his votes or cast all the votes he uses in the same way. The ap-pointment of a proxy does not prevent a shareholder from attending in person at the meeting or an adjournment or voting on a poll.

iii. The appointment of a proxy is (unless the contrary is stated in it) valid for an adjournment of the meeting as well as for the meeting or meetings to which it relates. The appointment of a proxy is valid for 12 months following the date of execution unless terminated earlier.

28 Execution of ProxyThe appointment of a proxy shall be in any such form as the Board may approve executed by the appointer or his at-torney who is authorised so to execute, or if the appointer is a corporation, signed by an officer of the corporation or an attorney or other person authorised so to sign.

29 Proxy Valid Though Authority RevokedA vote given or poll demanded by a proxy or authorised representative of a company is valid notwithstanding ter-mination of his authority unless notice of the termination is received at the Company’s Registered Office at least 24 hours before the time fixed for holding the meeting or adjourned meeting at which the vote is given or the poll demanded.

30 Proxy Can Demand A PollThe appointment of a proxy is deemed also to confer authority to demand or join in demanding a poll and to vote on a resolution or other business which may properly come before the meeting or meetings for which it is given as the proxy thinks fit.

31 Receipt of Appointments of Proxyi. The appointment of a proxy and the power of attorney or other authority, if any, under which it is executed, shall be

received at such place as may be specified for that purpose in the notice convening the meeting or in any form of ap-pointment of proxy sent out by the Company in relation to the meeting or if no place is so specified at the Company’s Registered Office not less than 48 hours before the time fixed for holding the meeting or adjourned meeting.

ii. The appointment of a proxy not delivered or received in accordance with this Article is invalid. The Board may specify in the notice convening the meeting that in determining the time for receipt of proxies under this Article, no account shall be taken of any part of a day that is not a working day.

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32 Company Acting by Authorised RepresentativeA company or corporation which is a shareholder may, by resolution of its directors or other governing body, autho-rise a person or persons to act as its representative or representatives at any meeting of the Company or at any sepa-rate meeting of the holders of a class of shares. That company is, for the purposes of the Articles, treated as being present in person at a meeting if a person or persons so authorised is present. All references to attending and voting in person shall be construed accordingly.

Appointment of Directors

33 Number of DirectorsSubject always to Article 90 below unless and until otherwise determined by the Company by ordinary resolution the number of Directors is subject to a maximum of five persons. In any case the number of Directors must not be fewer than three persons and one of the Directors must be resident in Rwanda if and to the extent required in accordance with the Statutes.

34 Method of Appointment of Directorsi. Any person may be appointed to be a Director:

• by ordinary resolution either to fill a vacancy or as an addition to the Board; and• by a decision of the Board in order to fill a casual vacancy arising as a result of the vacation of office of a direc-

tor which appointment shall be subject to the passing by the shareholders of an ordinary resolution at the next convened annual or special meeting,in each case subject to the person proposed to be appointed indicating that he is willing to act as a Director and accepting the appointment by a letter addressed to the Secretary at the Com-pany’s Registered Office but so that the total number of Directors may not exceed the maximum number fixed in accordance with the Articles.

ii. A Director so appointed shall hold office only until the dissolution of the annual meeting following next after his ap-pointment, unless he is appointed or reappointed during the meeting. A Director so retiring shall not be taken into account in determining the number of Directors who are to retire by rotation at such meeting.

Removal of Directors

35 Vacation of Office by Directori. The office of a Director shall be vacated if:

• he ceases to be a Director by virtue of any provision of the Statutes, is removed from office pursuant to any provi-sion of the Articles or he becomes prohibited by law from being a Director; or

• he is removed as a Director by ordinary resolution; or• he reaches the age of seventy (70); or• he becomes bankrupt or makes any arrangement or composition with his creditors generally; or• he is a person with mental disorder and the Board resolves that his office be vacated; or• he resigns by notice to the Company sent to the Secretary at the Office or tendered at a Board meeting.

ii. A resolution of the Board declaring a Director to have vacated office under the terms of this Article is conclusive as to the fact and grounds of vacation stated in the resolution.

36 Term of Office of a Directori. Each Director shall retire from office at the third annual meeting after that at which he was last elected provided that

in respect of the first three annual meetings held after adoption of these Articles the Directors who shall retire from office shall be those determined by the Board.

ii. The Directors to retire by rotation at the annual meeting in every year shall be in addition to any Director who wishes to retire and not to offer himself for reappointment and any Director to retire under Article 37.

iii. A Director who retires at an annual meeting, whether by rotation or otherwise, may, if willing to act, be reappointed. If he is not reappointed or deemed reappointed, he may retain office until the meeting appoints someone in his place or, if it does not do so, until the end of the meeting.

37 No Share QualificationA Director shall not require a share qualification, but shall (whether he holds shares or not) be entitled to attend and speak at any meeting of, or at any separate meeting of the holders of any class of shares in, the Company.

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Powers and Duties of Directors

38 Powers of the Boardi. Subject to the Articles and to any resolutions passed by the Company in general meeting, the business of the Com-

pany shall be managed by the Board, which may exercise all the powers of the Company and, subject thereto, the Board shall have all the powers necessary for managing and for directing and supervising the management of the business and affairs of the Company.

ii. No alteration of the Articles and no resolution passed by the Company in general meeting invalidates any prior act of the Board which would have been valid if the alteration or direction had not been made. The general powers given by this Article shall not be limited by any special authority or power given to the Directors by any other Article.

39 Delegation of CommitteesThe Board may delegate any of the powers, authorities and discretions exercisable by the Board for such time and on such terms and conditions as it thinks fit to a committee consisting of one or more Directors and (if it thinks fit) one or more other persons. The Board may grant the power to sub delegate, may revoke or alter the terms and conditions of the delegation or discharge the committee in whole or in part and may retain or exclude the right of the Board to exercise the delegated powers, authorities or discretions collaterally with the committee. Where the Articles refer to the exercise of a power, authority or discretion by the Board and that power, authority or discretion has been delegated by the Board to a committee; those Articles shall be construed as permitting the exercise of the power, authority or discretion by the committee.

40 Power of AttorneyThe Board may by power of attorney or otherwise appoint any company, firm or person to be the agent or attorney of the Company and may delegate to that company, firm or person any of the powers, authorities and discretions exercisable by the Board for such purposes and for such time and on such terms and conditions as it thinks fit. The Board may grant the power to sub delegate, may revoke or alter the terms and conditions of the appointment or delegation and may retain or exclude the right of the Board to exercise the delegated powers, authorities or discre-tions collaterally with the attorney or agent.

41 Managing Director / General Manageri. Based on the proposal of the majority shareholder, the Board shall from time to time appoint a Managing Director or

a General Manager on such terms as they think fit. The Board may decide the period for which he is to hold office and may at any time remove him from such position.

ii. The Managing Director, so long as he shall hold office, shall be appointed to the Board but the General Manager, so long as he shall hold office, shall not be appointed to the Board.

iii. Subject to the Articles, the Board may entrust to and confer upon the Managing Director or the General Manager any of the powers exercisable by them (other than the powers to deal with the shares of the Company) upon such terms and with such restrictions as they may think fit and may from time to time revoke, withdraw, alter or vary all or any of such powers.

iv. Save with the prior approval of the Board, the Managing Director or the General Manager shall not on behalf of the Company:• change the nature or scope of the Company’s business as carried on from time to time in any material way or

discontinue such business (except where it is insolvent) or commence any new business (not being ancillary or incidental to the Company’s business);

• acquire or make any investment in another company or business or incorporate or set up any Subsidiary;• conclude any contract, transaction or arrangements with any person (including any Director or shareholder or

with any associate of any Director or shareholder) other than in accordance and subject to the limits imposed by the Board from time to time;

• sell, transfer, lease, license, or in any way dispose of its business or undertaking or any part of it or interest in it otherwise than in ordinary course of its business;

• give any guarantee, indemnity, letter of comfort or security in respect of the obligations of any other person;• create or allow to subsist any security interest over any of the Company’s assets;• pay any remuneration or expenses to any person other than as appropriate for work done or services provided

and/or as proper remuneration for expenses incurred in connection with the business of the Company; or• enter into any contracts, transactions or arrangements expressly requiring approval in accordance with the Ar-

ticles which shall not be concluded by him unless so approved

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42 Powers to Borrow and Mortgagei. The Board may exercise all the powers of the Company to borrow money for such purposes and on such terms as it

thinks fit.ii. The Board may exercise all the powers of the Company to mortgage or charge all or part of the Company’s undertak-

ing, property and assets, both present and future, including uncalled capital and may issue or sell any bonds, loan notes, debentures and other securities for such purposes and on such terms as it thinks fit and whether outright or as collateral security for a debt, liability or obligation of the Company or a third party.

iii. The Board may entrust to and confer upon the Managing Director or the General Manager any of the powers exercis-able by them to borrow money upon such terms and with such restrictions as they may think fit and may from time to time revoke, withdraw, alter or vary all or any of such powers.

Dividends

43 Record DatesNotwithstanding any other Article and the Statutes (but subject to any preferential or other special rights attached to shares), the Board may fix any date as the record date for a dividend, distribution, allotment or issue. The record date may be on or at any time within six months before or after a date on which the dividend, distribution, allotment or issue is declared, made or paid.

44 Entitlement to DividendsExcept as otherwise provided by the rights attaching to shares, all dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is declared and paid. Dividends shall be appor-tioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid. If any share is issued on terms that it shall rank for dividend as from a particular date then it shall rank for dividend as from that date. No amount paid up on a share in advance of the date on which a call is payable may be treated as paid up for the purpose of this Article.

45 Declaration of DividendsThe Company may by ordinary resolution declare a dividend to be paid to the shareholders according to their respec-tive rights and interests. No dividend shall exceed the amount recommended by the Board.

46 Interim DividendsThe Board may in its absolute discretion declare and pay to the shareholders such interim dividends (including a dividend payable at a fixed rate) as appear to the Board to be justified by the profits of the Company available for distribution and the Company’s financial and trading position.

47 Payment of Dividends in KindThe Board may, with the prior authority of an ordinary resolution of the Company, direct that dividends may be satisfied in whole or in part by the distribution of specific assets including paid up shares, debentures or other secu-rities of any other company. The Board may make all such valuations, adjustments and arrangements and issue all certificates or documents of title as may seem to it to be expedient with a view to facilitating the distribution and may vest assets in trustees on trust for the persons entitled to the dividend as may seem to the Board to be expedi-ent. Where any difficulty arises in respect of such distribution, the Board may settle it as it thinks expedient, and in particular may issue fractional certificates or authorise any person to sell and transfer any fractions or may ignore fractions altogether.

48 Method of Paymenti. The Company may pay any dividend, interest or other amount payable in cash in respect of any share by cheque, divi-

dend warrant or money order or by direct debit or a bank or other funds transfer system or by such other method as the holder of the share in respect of which the payment is made may by notice direct.

ii. Payment of the cheque, warrant or order, the collection of funds from or transfer of funds by a bank in accordance with such direct debit or bank or other transfer shall be a good discharge to the Company.

iii. Every cheque, warrant or order is sent at the risk of the person entitled to the payment and shall be made payable to or to the order of the person or persons entitled or to such other person as the holder or joint holders may by notice direct.

iv. Every such payment made by direct debit or a bank or other funds transfer or by another method at the direction of the holder or joint holders shall be made to the holder or joint holders or to or through such other person as the holder or joint holders may by notice in writing direct.

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v. The Company shall not be responsible for any loss of any such cheque, warrant or order and any payment or delivery of any electronic tax voucher made by direct debit, bank or other funds transfer system or such other method shall be at the sole risk of the holder or joint holders. Without prejudice to the generality of the foregoing, if any such cheque, warrant or order has or shall be alleged to have been lost, stolen or destroyed, the Board may, on request of the person entitled to it, issue a replacement cheque, warrant or order subject to compliance with such conditions as to evidence and indemnity and the payment of out of pocket expenses of the Company in connection with the request as the Board may think fit.

49 Cessation of Payment of DividendIf a cheque, warrant or order in respect of a dividend, or other amount payable in respect of a share, is returned un-delivered or left uncashed or transfer made by a bank or other funds transfer systems is not accepted on:

i. two consecutive occasions; orii. one occasion and the Board, on making reasonable enquiries, has failed to establish any new address or account of

the person concerned,then the Board may determine that the Company shall cease sending or transferring a dividend, or other amount payable in respect of that share, to the person concerned until he notifies the Company of an address or account to be used for that purpose.

50 Dividends do not bear InterestNo unpaid dividend, or other amount payable in respect of a share, bears interest as against the Company unless otherwise provided by the rights attached to the share.

51 Deduction from DividendThe Board may deduct from any dividend or other amounts payable to a person in respect of a share, either alone or jointly with any other person, all amounts due from him, either alone or jointly with any other person, to the Com-pany on account of calls or otherwise in respect of a share.

52 Unclaimed DividendsAll unclaimed dividends, interest or other amounts payable by the Company in respect of a share may be invested or otherwise made use of by the Board for the benefit of the Company until claimed. Any dividend which has remained unclaimed for a period of 6 years from the date it became due for payment is forfeited, ceases to remain owing by the Company and may be utilised for the exclusive benefit of the Company.

53 Payment of Scrip Dividendi. The Board may allot to those holders of a particular class of shares who have elected to receive them further shares of

that class or ordinary shares, in either case paid up (“new shares”), instead of cash in respect of all or part of a dividend or dividends specified by the resolution, subject to any exclusions, restrictions or other arrangements the Board may in its absolute discretion consider necessary or expedient to deal with legal or practical problems under the laws of, or the requirements of a recognised regulatory body or a stock exchange in, any territory.

ii. The Board may make any provision it considers appropriate in relation to an allotment made under this Article, includ-ing but not limited to:• the giving of notice to holders of the right of election offered to them;• the provision of forms of election (whether in respect of a particular dividend or dividends generally);• determination of the procedure for making and revoking elections;• the place or address or electronic address at which, and the latest time by which, forms of election and other

relevant documents must be received in order to be effective; and• the disregarding or rounding up or down or carrying forward of fractional entitlements, in whole or in part, or the

accrual of the benefit of fractional entitlements to the Company (rather than to the shareholders concerned).iii. The dividend (or that part of the dividend in respect of which a right of election has been offered) is not declared or

payable on shares in respect of which an election has been duly made (“elected shares”); instead new shares are allot-ted to the holders of the elected shares on the basis of allotment. For that purpose, the Board may resolve to capitalise out of amounts standing to the credit of reserves (including a share premium account, capital redemption reserve and profit and loss account), whether or not available for distribution, a sum equal to the aggregate nominal amount of the new shares to be allotted and apply it in paying up in full the appropriate number of new shares for allotment and distribution to the holders of the elected shares.

iv. The new shares will rank equally with each other and with every other paid ordinary share in issue on the record date for the dividend in respect of which the right of election has been offered, but they will not rank for a dividend or other distribution or entitlement which has been declared or paid by reference to that record date.

v. The entitlement of each holder of ordinary shares to new ordinary shares shall be such that the relevant value of such new ordinary shares shall in aggregate be as nearly as possible equal to (but not greater than) the cash amount (dis-regarding any tax credit) that such holder would have received by way of dividend.

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Notices

54 Form of NoticesA notice or other document or information to be sent to or by any person under the Articles shall be in writing (other than a notice calling a meeting of the Board or of a committee of the Board which need not be in writing).

55 Sending Notices or other Documents or Information to Shareholders and Othersi. A notice or other document or information shall be given, sent or supplied to a shareholder or another person by the

Company either by courier or by letter sent by post or by advertisement, in each case, in accordance with this Article. ii. Any letter sent by post shall be by registered letter and addressed to a shareholder or other person at the postal ad-

dress in the Register or if sent by courier shall be left at that address in an envelope addressed to that shareholder or other person.

iii. Any notice or other document or information to be sent to a shareholder may be sent by reference to the Register or the Company’s other records as they stand at any time within the period of 15 days before the notice or other docu-ment or information is sent and no change in the Register or the Company’s other records after that time shall invali-date the sending of the notice or other document or information.

iv. The Board shall procure that the notice of any meeting or document or information sent to the shareholders is also advertised in one Rwandan national daily newspaper and such advertised notice or other document or information shall be deemed to have been duly received by all shareholders at 12 noon on the day when the advertisement ap-pears in such newspaper.

56 When Notice Deemed Receivedi. Subject always to Article 84.4 above any notice or other document or information sent addressed to a shareholder or

another person at his registered address is deemed to be received:• if delivered by courier, at the time of delivery; or• if sent by post, 24 hours after the letter is posted; or • if left at such an address, on the day it is left.

ii. Any shareholder present, either personally or by proxy, at any meeting of the Company or of the holders of any class of shares in the Company shall for all purposes be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was called.

57 Notice Binding of Transferees EtcA person who becomes entitled by transmission, transfer or otherwise to a share is bound by a notice in respect of that share which, before his name is entered in the Register, has been properly sent to a person from whom he de-rives his title.

58 Notice in case of Entitlement by TransmissionWhere a person is entitled by transmission to a share, the Company may send a notice or other document or informa-tion to that person as if he were the holder of a share by addressing it to him by name or by the title of representative of the deceased or trustee of the bankrupt shareholder (or by similar designation). Until an address has been sup-plied, a notice or other document or information may be sent in any manner in which it might have been sent if the death or bankruptcy or other event had not occurred. The giving of notice in accordance with this Article is sufficient notice to all other persons interested in the share.

59 Transition Period At the date of adoption of the Articles those persons who are on that date Directors shall continue to be Directors shall continue to be Directors on and subject to the Articles (but notwithstanding the provisions of Article 36) until such time and date as the Ordinary shares of the Company are admitted to listing on the Rwanda Stock Exchange when all of the Directors shall then resign or shall then be deemed to have resigned and such persons as may be approved by ordinary resolution shall then be appointed as Directors provided always that the number of Directors is thereafter subject to a maximum of five persons in accordance with Article 36. In any case the number of Direc-tors must not be fewer than three persons and one of the Directors must be resident in Rwanda if and to the extent required in accordance with the Statutes.

60 Electronic Means The Articles will permit the Company to operate an electronic transfer register and to deal with shares if they are held through electronic means.

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APPENDIX-VITERMS & DEFINITIONS

2010 Prospectus

APPENDIX VI: TERMS & DEFINITIONS

TERM DEFINITION

“AGM” Annual General Meeting of shareholders as more particularly defined in the Articles of the Company

“Applicant” An entity or person that applies for Offer Shares

“Application Form” The application form for purchase of the Offer Shares

“Articles” The articles of association of the Company

“ARV” Anti retroviral : a class of drugs used to manage the HIV/AIDS condition

“Auditor” or “Auditors” KPMG Accountants N.V. and/or A. Katanagwa and KPMG Belgium

“Authorised Cheque” Bankers or Authorised Selling Agents cheque

“Authorised Selling Agents” or “ASA” Licensed Broker/Dealers, Receiving Bankers and Foreign Stockbrokers listed in Appendix XI

“Bankers Cheque /Draft” A cheque /draft issued by a commercial bank licensed by BNR

“Bank Guarantee” A bank guarantee issued by a commercial bank licensed by BNR issued in the for-mat prescribed in Part VII of the Prospectus

“BNR” Banque Nationale du Rwanda

“BoD” or “Board” or “Directors” The BRALIRWA board of directors, which comprises the persons named in Part Five as the directors of the Company

“BRAGITA” Brasseries et Limonaderies du Burundi à Gitega

“BRALIMA” Brasseries Limonaderies et Malteries Africaines

“BRALIRWA” or “the Company” Brasseries et Limonaderies du Rwanda or BRALIRWA Ltd.

“BRAMIN” A company incorporated for purposes of a Joint venture between BRALIRWA and MINIMEX S.A

“BRARUDI” Brasseries et Limonaderies du Burundi S.A.

“BRD” Rwanda Development Bank or Banque Rwandaise de Développement

“B.V.” An abbreviation that stands for Besloten Vennoostschap or private limited liability company being a term used to refer to such companies incorporated under the laws of Netherlands

“Cabinet” The Cabinet of the Government of the Republic of Rwanda

“CAGR” Compound annual growth rate

“CDSC Kenya” Central depository and Settlement Corporation Kenya

“cl” Centilitre, a unit of volume

“Closing Date” Friday 17 December 2010

“CMA” Capital Markets Authority, Rwanda

“CMAC” Capital Markets Advisory Council, to be superseded by CMA

“CMPC” Capital Markets Privatisation Committee

“COGELGAS” Gisenyi Gas and Electricity Company S.A.

“Companies Act” The Law No. 07/2009 relating to Companies of 27/04/2009

“Co-Sponsoring Brokers” African Alliance Rwanda Limited

“ISO 9001” and “ ISO 22000” Part of the standards developed and issued by ISO that provide requirements or give guidance on good management practices and food safety management sys-tems respectively

“Lead Sponsoring Broker” Dyer & Blair Rwanda Limited

“Lead Transaction Advisors” MBEA Brokerage Services (Rwanda) S.A.

“Legal Advisors” Muriu, Mungai & Co Advocates and K-Solutions Partners

“Listing” Admission of the Shares to the official list of the Rwanda Securities Exchange

“MINECOFIN” Ministry of Finance and Economic Planning , Rwanda

“NBL” Nile Breweries Limited

APPEN

DIX V

I

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“N.V.” Naamloze Vennoostschap or public limited liability company being a term used to refer to such companies incorporated under the laws of Nether-lands.

“Offer” The Offer for Sale to the general public of the Offer Shares

"Offer Shares" The 128,570,000 ordinary shares of a nominal value of RwF 0.75 each in the ordinary share capital of BRALIRWA being offered for sale by the GoR pursu-ant to this Prospectus

“Opening Date” Tuesday 23 November 2010, being the first day of acceptance of application for Offer Shares

“PET” Polyethylene terephthalate a thermoplastic polymer used in making bever-age and other liquids

“PET Bottles” Bottles made from polyethylene terephthalate

“Prospectus” This Prospectus dated Tuesday 23 November 2010

“Qualified Institutional Investor” or “QII”

Any company or other body established under the Laws of Rwanda and is domiciled in Rwanda; and, QII’s consisting of Collective Investment Schemes licensed by the relevant regulator in their respective countries, including the capital markets regu-lator, licensed insurance companies, pension schemes managed by fund managers and licensed by a pensions industry regulator.

“RDB” Rwanda Development Board

“Receiving Banks” All commercial banks in Rwanda, authorized to distribute the Prospectus and Application Forms, and to receive completed Application Forms and corresponding monies

“Registrars” CDSC Kenya

“REMA” Rwanda Environment Management Authority

“Reporting Accountants” or “PwC”

PricewaterhouseCoopers Rwanda

“Regulation S” Regulation S under the Securities Act

“RS” Rwanda Standard as set and/or administered by the Rwanda Bureau of Standards

“RSE” Rwanda Stock Exchange, incorporated on 28 October 2005 (RC No. A10045/KIG)

“Rwanda OTC Market”/“ROTC Market”

Rwanda Over the Counter Market

“RwF” Rwandan Francs, the official currency of the Republic of Rwanda

“S.A.” Societe Anonyme - public limited liability company

“S.A. de C.V” Sociedad Anomina De Capital Variable : publicly traded company in Mexico

“SARL” Societe a responsabilite limitee - private limited liability company

"Securities Act" United States Securities Act of 1933

“Shares” 514,285,000 Ordinary shares having a nominal value of RwF 0.75 each com-prising the entire issued share capital of BRALIRWA

“Subsidiary” Has the meaning ascribed to it under the Companies Act

“TBL” Tanzanian Breweries Limited

“Time” Any reference to time in this Prospectus shall refer to 2 hours in advance of Green-wich Mean Time (GMT). Local time in Rwanda is Greenwich Mean Time (GMT) + 2 hours.

"Transaction Advisors" Lead Transaction Advisors and Co-Transaction Advisors“USD” , “US Dollars” , ”US cents” “$” The official currency of the United States of America

“VCT” Voluntary counselling and testing used in references to clinics engaged in testing for and counselling of persons for HIV and AIDS

“ZAR” The South African Rand, the official currency of the South Africa

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APPENDIX-VIIFORM OF GUARANTEE

APPENDIX VII: FORM OF GUARANTEE

Form of Guarantee(LETTERHEAD OF LICENSED RWANDAN COMMERCIAL BANK)

Kampeta P. SayinzogaPermanent Secretary to the TreasuryMinistry of FinanceP.O Box 158Kigali (Rwanda)

[Date]

Dear Sir/Madam ,

GUARANTEE IN RESPECT OF PAYMENT FOR ALLOCATION OF SHARES TO (name of Q11)

WHEREAS (name of Q11) (hereinafter called the investor) has by an application form [Date] applied for [Number of Shares] ordinary shares (“the Offer Shares”) in BRALIRWA, being offered for sale by you as set out in the prospectus dated [Date] (hereinafter referred to as the Prospectus).

AND WHEREAS it has been stipulated by you in the Prospectus that the Investor shall furnish you with an irrevo-cable on demand guarantee for the full value of the price of the Offer Shares.

AND WHEREAS we (name of Guarantor) have agreed to give this Guarantee:

NOW at the request of the Investor and in consideration of your allocating to the Investor the Sale Shares or such lesser number as you shall in your absolute discretion determine, we hereby irrevocably undertake to pay you, promptly upon your first written demand declaring the Investor to be in default and without delay or argument, such sum as may be demanded by you to a maximum sum of _____________________________________________ without your needing to prove or to show grounds or reasons for your demand or the sum specified therein.

This guarantee will remain in force up to and including the closure of business 31st January 2011 and any demand in respect thereof should reach us not later than the above date and time. Upon expiry it automatically becomes NULL and VOID whether the original is returned to us for cancellation or not and any claim or statement received after expiry shall be ineffective.

This guarantee shall be governed and construed in accordance with the Laws of Rwanda.

IN WITNESS WHERE OF THIS LETTER OR GUARANTEE HAS BEEN EXECUTED BY US UNDER SEAL THIS _________ DAY OF __________________ 2010.

Sealed with the Common Seal of ) ) ) Director ) ) ) Director/Secretary ) )

138

APP

END

IX V

II

2010 Prospectus

APPENDIX-VIIIFORM OF CENTRAL SECURITIES DEPOSITORY

(CSD) FORM 1R

APPENDIX VIII: FORM OF CENTRAL SECURITIES DEPOSITORY (CSD) FORM 1RA

PPEN

DIX

VIII

140

Co

de

CSD

1R

Seri

al N

o. CENTRAL DEPOSITORY AND SETTLEMENT CORPORATION LIMITEDKenya: 10th Floor, Nation Center, P.O.Box 3464 00100, Nairobi, Kenya; Tel: +254 20229406/7 Fax: +254 202229405

Rwanda: Source Oil Building, 2nd Floor, Poids Round Rd, Kigali, Tel: +250 725 346242/3/4

ruoloc ezis tropssaPphoto here

SECURITIES ACCOUNT OPENING / MAINTAINANCE FORM

Joint Account

Are You Tax Exempt?

(If more than 2, joint holders details of the other to be on another form

signed by all)

Names in Block Letters

Surname (Mr. /Mrs. /Dr. /HonOther.........................................)

Other Names

Company/ Business Name (If client is a Company, Society, Or Organisation)

Address

Date Of Birth/ Incorporation (As Applicable)

Mobile Telephone Number(s)

Fax Number

Email Address (Mandatory)

Nationality

Id/Passport/Reg.No. (For Company,Business,Etc.)

Client Category (Tick As Applicable) ( ) Individual ( ) Corporate

Dividend Disposal Preference

Bank Details Bank Branch Account No.

( ) by bank, please give the details below ( ) By Cheque Tick where applicable

RW

AN

DA

Declaration:We/ I hereby:Requested to open and maintain a Securities Account in my/our name/ change particulars in my/ our Securities Accounts as indicated above (delete as appropriate)

Undertake to notify my CDA any change of particulars or information provided by me/ us in this form.Name(s)1.2.3.4.

Name:Designation:Date:

Authorised by:Name:Designation:Date:

Name(s)1.2.3.4.

Company Stamp

Test Question & Answer (Only On Original)

(White Copy- CDA, Blue Copy - Client)

For CDAs use only

( TO BE COMPLETED IN DUPLICATE)

0000

01

2010 Prospectus

Co

de

CSD

1R

Seri

al N

o. CENTRAL DEPOSITORY AND SETTLEMENT CORPORATION LIMITEDKenya: 10th Floor, Nation Center, P.O.Box 3464 00100, Nairobi, Kenya; Tel: +254 20229406/7 Fax: +254 202229405

Rwanda: Source Oil Building, 2nd Floor, Poids Round Rd, Kigali, Tel: +250 725 346242/3/4

ruoloc ezis tropssaPphoto here

SECURITIES ACCOUNT OPENING / MAINTAINANCE FORM

Joint Account

Are You Tax Exempt?

(If more than 2, joint holders details of the other to be on another form

signed by all)

Names in Block Letters

Surname (Mr. /Mrs. /Dr. /HonOther.........................................)

Other Names

Company/ Business Name (If client is a Company, Society, Or Organisation)

Address

Date Of Birth/ Incorporation (As Applicable)

Mobile Telephone Number(s)

Fax Number

Email Address (Mandatory)

Nationality

Id/Passport/Reg.No. (For Company,Business,Etc.)

Client Category (Tick As Applicable) ( ) Individual ( ) Corporate

Dividend Disposal Preference

Bank Details Bank Branch Account No.

( ) by bank, please give the details below ( ) By Cheque Tick where applicable

RW

AN

DA

Declaration:We/ I hereby:Requested to open and maintain a Securities Account in my/our name/ change particulars in my/ our Securities Accounts as indicated above (delete as appropriate)

Undertake to notify my CDA any change of particulars or information provided by me/ us in this form.Name(s)1.2.3.4.

Name:Designation:Date:

Authorised by:Name:Designation:Date:

Name(s)1.2.3.4.

Company Stamp

Test Question & Answer (Only On Original)

(White Copy- CDA, Blue Copy - Client)

For CDAs use only

( TO BE COMPLETED IN DUPLICATE)

APPENDIX-IXFORM OF CENTRAL SECURITIES DEPOSITORY

(CSD) FORM 5R

APPENDIX IX: FORM OF CENTRAL SECURITIES DEPOSITORY (CSD) FORM 5RA

PPEN

DIX

IX

142

Co

de

CSD

5R

Seri

al N

o. CENTRAL DEPOSITORY AND SETTLEMENT CORPORATION LIMITED

RW

AN

DA

SECURITIES PLEDGE FORM

REGISTRATION (SECURITIES ACCOUNT )NUMBER

CDA ID

NameOther Names

SurnameID/ Passport No

NameOther Names

FOR COMPANIES/ SOCIETIES /CORPORATIONS /OTHER ORGANISATIONS

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

PARTICULARS OF SECURITY

SECURITY NAME SECURITY ID QUANTITY

DECLARATIONI/we hereby request the pledge of the above mentioned Securities deposited in my/our Securities Account in favour of the pledgee named below

Name1.2.3.4.

Signature1.2.3.4.Date: / /

(Security Account Holders/s (joint) Authorised Signatory)

For Pledgor CDAs use only

For Pledgee use only

For CDSC use only

Name

NameSignature

Approved ByCompany Stamp

Time Recieved

Address

Date / /

Date / /

Date / /

Date / /

Seal

Stamp / Seal

(Name)

(Name)

(Signature)

(Signature)

CDSC (White), Pledgee CDA (blue), Client (pink)

We hereby request the above referenced securities to be recorded as pledged in our favour in accordance with the attached agreement.

(TO BE COMPLETED IN TRIPLICATE)

Kenya: 10th Floor, Nation Center, P.O.Box 3464 00100, Nairobi, Kenya; Tel: +254 20229406/7 Fax: +254 202229405 Rwanda: Source Oil Building, 2nd Floor, Poids Round Rd, Kigali, Tel: +250 725 346242/3/4

0000

01

2010 Prospectus

APPENDIX-XFORM OF APPLICATION FORM

APPENDIX X: FORM OF APPLICATION FORMA

PPEN

DIX

X

144

BRALIRWA IPO Application Form

A: APPLICATION & PAYMENT DETAILS

B: WHERE PURCHASE IS FINANCED (OPTIONAL)

C: APPLICANT DETAILS

(i) Application Status: (Tick your status as applicable below)

(ii) Primary Applicant Details : (Name as per National ID / Passport)

(iii) Joint Applicant’s Details (Name as per National ID / Passport)

(iv)

Print Only Within Boxes

Branch Name

Tick if financed

Applicant Type:ResidentResidence: Citizenship: Rwandan East African

Individual

ForeignerNon Resident

Bank Code CSD Pledge form 5R - Serial No. Loan Account Number

First Name and Other Names (Separate Names by one box)

First Name and Other Names (Separate Names by one box)

Passport Number

Passport Number

Registration / Incorporation Number

Date of Incorporation

Country of issue

Financing Bank (abbreviated) Name of Branch

Multiply by price per share (RWF)

Amount Payable in (RWF)

BAD

Serial No:GOOD

Bralirwa Employee Bralirwa Distributors QII E.A

Cash

Please Tick Where Applicable

Cheque EFT Bank Guarantee

Cheque Bank Name (abbreviated)

Number of shares applied

Cheque Number Amount paid

Surname (Last Name) ID Number

Surname (Last Name) ID Number

Country of issue

Country of Registration / Incorporation

B BR RA A

QII Rwanda Corporate

Company Name / QII Rwanda or East Africa / Corporate (As per Certificate of Registration / Incorporation)

000001

PLEASE COMPLETE IN CAPITAL LETTERS USING BLACK/BLUE INK

Receiving Bank Code and Stamp

Tick here if applicant or beneficial applicant is exempt from withholding tax and attach a copy of the exemption

2010 Prospectus

D: RECEIPT OF REFUND

E: SIGNATURES: (COMPULSORY FOR ALL APPLICANTS)

F: AUTHORISED AGENTS ONLY

Signature 1

Date (DD/MM/YYYY) e.g. 22/11/2010

For Official Use Only

Lead Receiving Bank Processing Number

Signature 2 Company Seal / Stamp

Please provide Bank details for EFT / SWIFT (Foreign Investors / Non residents)

1. Deliver My Refund (if any) via

Name of Bank (abbreviated)

Name of Branch

Nominee Account NumberNominee Account Name

Postal Code (Where Applicable)P. O. Box

Telephone Number (Landline) International Format

Fax Number (International Format)

Country

Mobile Number (International Format)

Bank Code

Account Number

CountrySwift Code

Chequeto agent

Agent Code (Hand Print Only)

Agent Stamp

Receiving Bank Cheque Number

Bank Name / Branch

CDA ID

For Nominee Applicants Only

Citizenship of Beneficiary Shareholding

TICK THE STATUS AS APPLICABLE BELOW

Rwandan East African Foreigner

Street Address / Sector / Umurenge

City / Town

Email Address ( Personal or Agent or Custodian) Mandatory

CDA NAME

145

132

APPENDIX-XIDIRECTORY OF AUTHORISED SELLING AGENTS

2010 Prospectus

APPENDIX XI: DIRECTORY OF AUTHORISED SELLING AGENTS

Stock Brokers

MBEA Brokerage Services (Rwanda) S.A.39 Avenue de la PaixB.P. 3492 Kigali, Rwanda

Tel: +250 255 101383 / +250 255 105197Fax: +250 252 510120Email: [email protected]: www.mbea.net

Dyer & Blair Securities Rwanda Limited[112/08/KGL ]3rd Floor, Chadel BuildingAvenue des Mille CollinesP.O. Box 5292 Kigali, Rwanda

Tel.: +250 782 498 750Email: [email protected]: www.dyerandblair.com

African Alliance Rwanda LimitedCentenary House, 6th FloorAvenue de la PaixP.O. Box 638 Kigali, Rwanda

Tel.: +250 785 694490Email: [email protected]: www.africanalliance.com

Continental Discount House5th Floor, Ecobank BuildingP.O Box 6237 Kigali, Rwanda

Tel: +250 252 570735Fax: +250 252 570731E-mail: [email protected]

Dallas Securities BrokerageDallas House, KiyovuP.O Box 1028 Kigali, Rwanda

Tel: +250 252 577071

Faida Securities RwandaCentinary House, 4th FloorAvenue de la PaixP.O Box 6679 Kigali, Rwanda

Receiving Banks and Collecting Banks/AgentsKCB Rwanda S.APlot No. 1229 & 6404, Avenue de la PaixP.O. Box 5620, Kigali, Rwanda

Tel: +250 252 570620/21Email:[email protected] or [email protected]: www.kcbbankgroup.com(Branches - ALL)

Banque Commerciale du Rwanda S.A.11 Boulevard de la RévolutionP.O. Box 354 Kigali, Rwanda

Tel: +250 252 559 052/12Email: [email protected]: www.bcr.co.rw(Branches – ALL)

Banque de Kigali (BK)6112, Avenue de la paixP.O. Box 175 Kigali, Rwanda

Tel: +250 252 593100 / +250 0788143000Fax: +250 252 573461 / +250 252 575504Email: [email protected]: www.bk.rw(Branches – ALL) A

PPEND

IX XI

147

NO

TES

148

NOTES

www.bralirwa.com