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 Limited
Incorporated in the Republic of South Africa
Registration number: 2020/811071/06
(“Newco”)

FULFILMENT OF THRESHOLD SCHEME CONDITIONS IN RELATION TO 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.   Fulfilment of Threshold Scheme Conditions

     Distell Shareholders are referred to the Distell Circular and Transaction Update Announcement
     released on SENS on 9 March 2023.

     Distell Shareholders are advised that the Threshold Scheme Conditions have been fulfilled.
     Accordingly, all Scheme Conditions other than the Certification Scheme Conditions and the PST
     Scheme Conditions have now been fulfilled.

     It is anticipated that all Scheme Conditions will be fulfilled or, if applicable, waived by Tuesday,
     25 April 2023 and the Scheme will be implemented immediately thereafter on Wednesday, 26 April
     2023.

     Distell Shareholders are reminded that trade in Distell Shares will remain suspended until the Scheme
     is implemented as stated in the Transaction Update Announcement released on SENS on 9 March
     2023.


2.   Newco Offer elections

     Scheme Participants elected, or are deemed to have elected, to receive the Newco Cash
     Consideration in respect of not more than 111,921,569 Scheme Ordinary Shares. The Scheme
     Condition detailed in paragraph 5.2.15 of the Distell Circular has therefore been fulfilled.

     Scheme Participants are advised that elections made by Scheme Participants in respect of the Newco
     Share Only Option and / or the Newco Fixed Ratio Option are such that the Newco Shares held by
     Heineken would, post implementation of the Newco Offer, constitute less than 65% of the Newco
     Shares in issue. Accordingly, the Newco Threshold Deemed Cash Election will apply to all Scheme
     Participants that elected either the Newco Share Only Option or the Newco Fixed Ratio Option.

     In the circumstances:

     -   Scheme Participants that elected the Newco Fixed Ratio Option will, notwithstanding the Newco
         Fixed Ratio Option of 58% / 42% detailed in the Circular, receive in respect of 100% of their

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         Scheme Ordinary Shares the Newco Cash Consideration and, if applicable, R0.00001 for the
         corresponding number of Scheme B Shares held on the Record Election Date.

     -   Scheme Participants that elected the Newco Share Only Option will receive in respect of
         approximately 89% of their Scheme Ordinary Shares (or, if the calculated number of Scheme
         Ordinary Shares is not a whole number, it will be rounded down to the nearest whole number) 1
         Newco Share for every 1 Scheme Ordinary Share and in respect of the balance of their Scheme
         Ordinary Shares (or, if the calculated number of Scheme Ordinary Shares is not a whole number,
         it will be rounded up to the nearest whole number) the Newco Cash Consideration and, if
         applicable, R0.00001 for every Scheme B Share held on the Record Election Date.


3.   Newco Capital Raise

     Based on Distell Shareholders’ elections in relation to the Newco Offer, the Newco Offer Cash
     Requirement does not exceed R13,571,793,762 and, therefore, the Newco Capital Raise is not
     required to proceed.

4.   Capevin Offer elections

     Scheme Participants have accepted, or are deemed to have accepted, the Capevin Offer in respect
     of not more than 82,242,883 Capevin Ordinary Shares. The Scheme Condition detailed in paragraph
     5.2.14 of the Distell Circular has therefore been fulfilled.

5.   Remaining salient dates and times relating to the Transaction

     Distell Shareholders are advised that the salient times and dates published in the Transaction Update
     Announcement released on SENS on 9 March 2023 remain applicable and are repeated below.

                                                                                                        2023
     Application for delisting of the Distell Ordinary Shares to be lodged                  Monday, 24 April
     with the JSE, on

     Date to receive compliance certificate from the TRP, on or before                     Tuesday, 25 April

     If all Scheme Conditions are fulfilled or, if applicable, waived:
     Final Scheme unconditional announcement, to be released on SENS                       Tuesday, 25 April
     on

     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 reject the Capevin Offer and therefore receive 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




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In respect of Scheme Participants who accept the Capevin Offer or fail 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 14:00 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 14:00 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 elect to receive the Newco Cash Consideration or who are
deemed to have elected to receive the Newco Cash Consideration pursuant to the Newco Offer:

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 14:00 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 14:00 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 elect either the Newco Fixed Ratio Option or 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


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     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.

      2.      The above dates have been determined based on certain assumptions regarding the date by
              which the Scheme will become Operative in accordance with its terms and conditions. All
              dates and times in respect of the Scheme are therefore subject to change, subject to the
              approval of the TRP and/or JSE, where such approvals are required. If the relevant dates in
              respect of the Scheme change and the dates above are impacted, the changes will be
              released on SENS and published in the press.

6.   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
     27 March 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




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