DISTELL GROUP HOLDINGS LIMITED - Finalisation anno25 Apr 2023
Finalisation announcement in respect of the Scheme

Distell Group Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration Number: 2016/394974/06)
ISIN: ZAE000248811
Share Code: DGH
(“Distell" or “the Company”)

Heineken International B.V.
(Incorporated in the Netherlands)
(Registration number: 33103545)
(“Heineken”)

Sunside Acquisitions Proprietary Limited
(Incorporated in South Africa)
(Registration number: 2020/811071/07)
(“Newco”)

FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME

Unless otherwise indicated, capitalised terms used in this announcement shall bear the meaning ascribed
thereto in the Distell Circular, distributed on Monday, 17 January 2022.

1.   Introduction

     Distell Shareholders are referred to the Distell Circular, the Transaction Update Announcement
     released on SENS on Thursday, 9 March 2023, and the announcement released on SENS on
     Monday, 27 March 2023, in relation to the fulfilment of the Threshold Scheme Conditions.

2.   Fulfilment of Scheme Conditions

     Distell, Heineken and Newco are pleased to announce that all the Scheme Conditions, as detailed in
     the Scheme Circular, have been fulfilled or, if applicable, waived.

     The Scheme has accordingly become unconditional and consequently Distell, Heineken and Newco
     will proceed with the implementation of the Scheme on Wednesday, 26 April 2023, and the Distell
     Delisting as detailed in the Distell Circular.

3.   Remaining salient dates and times relating to the Scheme

     Distell Shareholders are advised that the Scheme will be implemented in accordance with the
     following dates and times:

                                                                                                     2023

     Date of implementation of the Capevin Distribution pursuant to the               Wednesday, 26 April
     Scheme, on

     Date of implementation of the Capevin Offer pursuant to the Scheme,              Wednesday, 26 April
     on

     Date of implementation of the Newco Offer pursuant to the Scheme,                Wednesday, 26 April
     on

     In respect of Scheme Participants who rejected the Capevin Offer and therefore receive delivery
     of the Capevin Ordinary Shares pursuant to the Capevin Distribution:

     Original share certificates in respect of Capevin Ordinary Shares to be               Friday, 12 May
     posted by registered post to Scheme Participants who have rejected
     the Capevin Offer, by no later than

     In respect of Scheme Participants who accepted the Capevin Offer or failed to reject the Capevin
     Offer and therefore receive the Capevin Cash Consideration pursuant to the Capevin Offer:

     Dematerialised Scheme Participants to have their accounts (held at               Wednesday, 26 April
     their CSDP or Broker) credited with the Capevin Cash Consideration,
     on

     Certificated Scheme Participants to have their Capevin Cash                      Wednesday, 26 April
     Consideration paid to them by EFT, if: (i) their Form of Acceptance
     and Transfer (blue) was received by the Transfer Secretaries on or
     prior to 12:00 on the Election Record Date; and (ii) they have provided
     the correct bank details, on

     Certificated Scheme Participants to have their Capevin Cash            5 Business Days after updating
     Consideration amount paid to them by EFT, if: (i) their Form of                     bank mandate data
     Acceptance and Transfer (blue) was received by the Transfer
     Secretaries on or prior to 12:00 on the Election Record Date; and
     (ii) they have not provided bank details or have provided incorrect
     bank details, approximately five Business Days after updating their
     bank mandate data with the Transfer Secretaries

     Original share certificates in respect of Capevin Ordinary Shares sold                Friday, 12 May
     to Heineken pursuant to the Capevin Offer to be delivered to
     Heineken, by no later than

     In respect of Scheme Participants who elected to receive the Newco Cash Consideration or who
     are deemed to have elected to receive the Newco Cash Consideration pursuant to the Newco
     Offer, which include Scheme Participants who elected the Newco Fixed Ratio Option:

     Dematerialised Scheme Participants to have their accounts (held at                Wednesday, 26 April
     their CSDP or Broker) credited with the Newco Cash Consideration,
     on

     Certificated Scheme Participants to have their Newco Cash                         Wednesday, 26 April
     Consideration paid to them by EFT, if: (i) their Form of Election,
     Surrender and Transfer (green) and Documents of Title were received
     by the Transfer Secretaries on or prior to 12:00 on the Election Record
     Date; and (ii) they have provided the correct bank details, on

     Certificated Scheme Participants to have their Newco Cash              5 Business Days after updating
     Consideration amount paid to them by EFT, if: (i) their Form of                     bank mandate data
     Election, Surrender and Transfer (green) and Documents of Title were
     received by the Transfer Secretaries on or prior to 12:00 on the
     Election Record Date; and (ii) they have not provided bank details or
     have provided incorrect bank details, approximately five Business
     Days after updating their bank mandate data with the Transfer
     Secretaries

     In respect of Scheme Participants who elected the Newco Share Only Option pursuant to the
     Newco Offer:

     Date for Newco’s CSDP or Broker account to be updated to reflect                   Wednesday, 26 April
     receipt of all Distell Ordinary Shares, on

     Share certificates in respect of the Distell B Shares to be delivered to           Wednesday, 26 April
     Newco, on

     Termination of the listing of Distell Ordinary Shares at commencement                 Friday, 28 April
     of trade on the JSE, on

     Original share certificates in respect of the Newco Share                               Friday, 12 May
     Consideration posted to Scheme Participants by registered post, by
     no later than

     Notes:

      1.      All times shown above are South African local times.

4.   Responsibility statements

     To the extent required by law, the Distell Board (including the Distell Independent Board), individually
     and collectively, accepts responsibility for the information contained in this announcement insofar as
     it relates to Distell and confirms that, to the best of its knowledge and belief, such information relating
     to Distell is true and correct and, where appropriate, does not omit anything that is likely to affect the
     importance of the information.

     To the extent required by law, the Newco Board, individually and collectively, accepts responsibility
     for the information contained in this announcement insofar as it relates to Newco and confirms that,
     to the best of its knowledge and belief, such information relating to Newco is true and correct and,
     where appropriate, does not omit anything that is likely to affect the importance of the information.

     To the extent required by law, the Heineken Board, individually and collectively, accepts responsibility
     for the information contained in this announcement insofar as it relates to Heineken and confirms that,
     to the best of its knowledge and belief, such information relating to Heineken is true and correct and,
     where appropriate, does not omit anything that is likely to affect the importance of the information.


Stellenbosch
25 April 2023

Transaction Advisor, Merchant Bank, Transaction Sponsor and Corporate Broker to Distell
Rand Merchant Bank (a division of FirstRand Bank Limited)

Legal Advisor to Distell
ENSafrica

Financial Advisor to Heineken
Nomura International plc

Legal Advisor to Heineken and Newco
Webber Wentzel



Date: 25-04-2023 11:00:00
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