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This Prospectus provides detailed information about the International Breweries Plc Public Offering that an investor should

know and review before investing in the Offer. Investors are therefore advised to read carefully the document and retain for future reference. In the event that an investor is not clear about the action to take, he/she should consult his/her Investment Advisers, Stockbrokers, Bankers, Solicitors or any Professional for guidance.

FOR INFORMATION CONCERNING CERTAIN RISK FACTORS WHICH SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, SEE RISK FACTORS COMMENCING ON PAGE 18.

Offer for Subscription Of

1,600,000,000
Ordinary Shares of 50 Kobo each At

87K per share


Payable in full on Application
APPLICATION LIST OPENS: 31st August 2007 APPLICATION LIST CLOSES: 28th September 2007

ISSUING HOUSE

This Prospectus and the securities, which it offers, have been cleared and registered by the Securities & Exchange Commission. It is a civil wrong and a criminal offence under the Investments and Securities Act, CAP I24 LFN 2004 to issue a Prospectus, which contains false or misleading information. Clearance and registration of this Prospectus and the securities, which it offers, do not relieve the parties from any liability arising under the Act for false and misleading statements contained herein or for any omission of a material fact.

This Prospectus is dated 28th August, 2007

INTERNATIONAL BREWERIES PLC

Contents
Glossary of Abbreviations & Technical Terms... 2 Addresses of International Breweries Plc Offices3 Abridged Timetable....4 The Offer..5 Summary of the Offer.6 Directors and Other Parties to the Offer..9 The Chairmans Letter ..................11

1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 1. 2. 3. 4. 5. 1. 2. 3. 4. 5. 6.

History and Business of the Company........ ..11 Profile of Board Members and Senior Management Staff.............................................. 12 Shareholdings of Key Management Staff ................................................................... 16 Premises ............................................................................................................... 16 Financial Summary................................................................................................. 17 Purpose of the Offer .. ...... 17 Working Capital, Profit and Dividend Forecasts . ...... .. ..17 Business Prospects & Going Concern Status . ...... 18 Risk Factors & Mitigants . ...... 18 Research & Development ...............19 Compliance with Code of Corporate Governance .............. .19 Future Plans ............ ..20 Letter from the Reporting Accountants...................................................................... 22 Letter from the Reporting Accountants on Going Concern Status ..23 Bases and Assumptions ............................................................................. ..24 Profit Forecast..25 Letter from the Issuing House.................................................................................. 26 Reporting Accountants Report ................................................................................. 27 Statement of Accounting Policies. ..28 Profit and Loss Accounts ......................................................................................... 30 Balance Sheets ...................................................................................................... 31 Cash Flow Statements ............................................................................................ 32 Notes to the Financial Statements ............................................................................ 33

The Profit Forecast

Five Year Financial Information

Statutory and General Information 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. Incorporation and Share Capital History .................................................................... 40 Shareholding Structure ........................................................................................... 40 Directors Interests................................................................................................. 41 Indebtedness......................................................................................................... 41 Subsidiaries and Associated Companies ....... ...41 Extracts from the Articles of Association.................................................................... 41 Claims and Litigation .............................................................................................. 45 Estimated costs and expenses of Offer...................................................................... 45 Mergers and Acquisitions . 45 Declarations .....45 Status of Unpaid/ Unclaimed Dividends .. 46 Contingent Liability/Off balance sheet events ..... ..46 Material Contracts .................................................................................................. 46 Relationship between the Issuer, Issuing House and other Advisers.............................. 46 Compliance with Code of Corporate Governance.46 Consents............................................................................................................... 48 Documents Available for Inspection .......................................................................... 48

Procedure for Application and Allotment..49 Receiving Agents50 Application Form51

INTERNATIONAL BREWERIES PLC

GLOSSARY OF ABBREVIATIONS AND TECHNICAL TERMS


Brokerage Commission payable to Receiving Agents in respect of Returns bearing their Stamps and duly allotted Central Securities Clearing System

CSCS

International Breweries or The Company International Breweries Plc Issuing House LFN NSE or The Exchange Pari Passu Parties to the Offer Receiving Bank Receiving Agents Registrars or UBA SEC or the Commission Sterling Capital Stockbroker Working Day Sterling Capital Markets Limited Laws of the Federation of Nigeria The Nigerian Stock Exchange Equally in all respects Professional Advisers engaged by International Breweries Plc to ensure the success of the Offer Oceanic International Bank Plc Financial institutions authorized to receive Acceptance Forms/monies from investors UBA Registrars Limited The Securities and Exchange Commission Sterling Capital Markets Limited GTI Capital Limited Any day other than a Saturday, Sunday or Nigerian official public holiday

INTERNATIONAL BREWERIES PLC

ADDRESSES AND TELEPHONE NUMBERS OF INTERNATIONAL BREWERIES PLC OFFICES/DEPOTS

HEAD OFFICE/FACTORY P.M.B 5104 Lawrence Omole Way Omi Asoro ILESHA, Osun State, Nigeria Telephone: 036-461500; 460150 E-Mail: internationalbreweriesplc@yahoo.com ABEOKUTA DEPOT 90b, Igbore Road Ijeja, Abeokuta Ogun State AKURE DEPOT 184 Oyemekun Road Akure, Ondo State
ILORIN DEPOT

Behind Offa Garage Ilorin Kwara State ISEYIN DEPOT Opposite I.D.G.S Iseyin Oyo State
IBADAN DEPOT Akunleyan Estate, Opposite Green Spring Hotel, Old Ife Road, Ibadan Oyo State

LAGOS DEPOT 603, Agege Motor Road Shogunle Bus-Stop Lagos State
OSOGBO DEPOT 22, Obafemi Awolowo Way, New Ikirun Road, Osogbo, Osun State

INTERNATIONAL BREWERIES PLC

Abridged Timetable

DATE 31/08/07 28/09/07 12/10/07 09/11/07 19/11/07 20/11/07 21/11/07 23/11/07 07/12/07 14/12/07 24/12/07 31/12/07

ACTIVITY Application List opens Application List closes Receiving Agents make returns Forward allotment proposal newspaper advertisement to SEC and draft

RESPONSIBILITY STERLING CAPITAL STERLING CAPITAL STERLING CAPITAL /REGISTRARS STERLING CAPITAL STERLING CAPITAL STERLING CAPITAL

Receive SEC authorisation of allotment Pay net proceeds of the Offer to the Issuer Allotment announcement Return excess/rejected application moneys Distribute share certificates Forward General Undertaking and Declaration of Compliance to The Exchange Listing of the Commences Companys shares/Trading

STERLING CAPITAL STERLING CAPITAL /REGISTRARS REGISTRARS STOCKBROKER STOCKBROKER STERLING CAPITAL

Forward summary report to SEC

INTERNATIONAL BREWERIES PLC

THE OFFER
A copy of this Prospectus and the documents specified herein have been delivered to the Securities & Exchange Commission (the Commission) for clearance and registration. This Prospectus is being issued in compliance with the Provisions of the Investments and Securities Act, CAP I24 LFN 2004, the Rules and Regulations of the Commission and the Listing Requirements of The Nigerian Stock Exchange (The Exchange) and contains particulars in compliance with the requirements of the Commission and The Exchange, for the purpose of giving information to the public with regard to the Offer for Subscription of 1,600,000,000 Ordinary Shares of 50 kobo each of International Breweries Plc by Sterling Capital Markets Limited. An application has been made to the Council of The Nigerian Stock Exchange for the admission to its Daily Official List of the 1,600,000,000 Ordinary Shares of 50 kobo each now being offered for subscription. The Directors of International Breweries Plc individually and collectively accept full responsibility for the accuracy of the information contained in this Prospectus. The Directors have taken reasonable care to ensure that the facts contained herein are true and accurate in all respects and confirm, having made all reasonable enquiries that, to the best of their knowledge and belief, there are no material facts the omission of which would make any statement herein misleading or untrue.

On behalf of

Offers for Subscription and are authorised to receive applications for 1,600,000,000 Ordinary Shares of 50 Kobo each at 87K per Share Payable in full on Application The Application List for the shares now being offered will open on 31st August 2007 and close on 28th September 2007 SHARE CAPITAL AND RESERVES OF THE COMPANY AS AT 31ST DECEMBER, 2006 AUTHORISED*: ISSUED AND FULLY PAID: RESERVES: REVENUE RESERVE: SHAREHOLDERS FUNDS: 520,000,000 Ordinary Shares of 50 Kobo each 512,914,681 Ordinary Shares of 50 Kobo each N000 260,000 256,457 350,479 (1,796,783) (1,189,847)

INDEBTEDNESS: As at 31st December, 2006, the Company had no outstanding debentures, mortgages, charges or similar indebtedness or material contingent liabilities other than in the ordinary course of business. However, the Company had contingent liabilities in the ordinary course of business amounting to N11,999,316.35 from claims against the Company from pending suits.
* At the Extra Ordinary General Meeting of the Company held on the 12th February 2007, the shareholders of the Company approved an increase in the authorised share capital from N260, 000,000 to N1, 500,000,000 by the creation of 2,480,000,000 ordinary shares of 50 kobo each ranking pari-passu with the existing shares of the Company.

INTERNATIONAL BREWERIES PLC

SUMMARY OF THE OFFER


1. 2. 3. 4. ISSUER: Issuing House: Now being offered: SHARE CAPITAL: Authorised: Issued and fully paid: 5. PURPOSE: N1,500,000,000 comprising 3,000,000,000 Ordinary Shares of 50k each N 256,457,341 comprising 512,914,681 Ordinary Shares of 50k each To enable International Breweries to rebuild the capital base of the Company and to carry out restructuring, staff right-sizing, improvement and expansion of production facilities. The net proceeds of N 1,318,034,900 after deducting the costs of the Offer, estimated at N 73,965,100 (representing 5.31% of gross proceeds) would be utilised as follows: N % 25.13 69.94
Estimated Project completion period(months)

International Breweries Plc (International Breweries or the Company) Sterling Capital Markets Limited 1,600,000,000 Ordinary Shares of 50 Kobo each

UTILISATION:

Staff Right Sizing Costs Capital investments to improve plant and equipment reliability and expand overall production capability Repayment of Bridging Loan TOTAL 6. 7. 8. 9. METHOD OF OFFER:
UNIT OF SALES:

331,260,900 921,774,000

24 Months 24 Months

65,000,000 1,318,034,900

4.93 100

3 Months

Offer for Subscription of 1,600,000,000 ordinary shares of 50k each

Minimum of 1,000 Ordinary Shares and multiples of 100 thereafter.


87k per share In the event of an over subscription, additional shares may be absorbed subject to approval of the Board of International Breweries Plc and the subsequent approval of the Securities & Exchange Commission. The proceeds of the supplementary allotment will be utilised in the same proportion as the utilisation earlier stated. Offshore investors can participate in the Offer through foreign currency denominated subscription in line with S.17 of the Nigerian Investment Promotion Commission Act, Cap N.117 LFN 2004 and in compliance with rule 209 and 210 of SEC Rules and Regulations and The Nigerian Stock Exchange guidelines on foreign investment through the Nigerian Stock Market. Payment will be domiciled with a correspondent bank of the Receiving Bank, through Bank Transfers or cheque issuance for onward remittance to the Receiving Bank, as cash payments in any currency are not allowed for investments in securities. The applicable exchange rate will be the ruling autonomous rate on the date of subscription. The Receiving Bank shall arrange necessary Capital Importation Certificate for valid subscribers at the conclusion of the Offer. In full on application N446, 235,772.47 (512,914,681 Ordinary shares of 50k each at 87k per share) N 1,838,235,772.47 (2,112,914,681 Ordinary shares of 50k each at 87k per share) 31st August 2007 28th September 2007

OFFER PRICE:
SUPPLEMENTARY ALLOTMENT:

10.

OFF-SHORE INVESTORS:

11. 12.

PAYMENT: MARKET CAPITALISATION AT OFFER PRICE (PRE OFFER): MARKET CAPITALISATION AT OFFER PRICE (POST-OFFER): OPENING DATE: CLOSING DATE:

13.

14. 15.

INTERNATIONAL BREWERIES PLC

SUMMARY OF THE OFFER (CONTD)


16. 17. 18. 19. UNDERWRITING: STATUS: QUOTATION: The Offer is 80% underwritten on a firm basis by the Issuing House. The new shares being offered shall rank pari passu in all respects with the issued ordinary shares of the Company. An application has been made to the Council of The Nigerian Stock Exchange for the admission to its Daily Official List of the 1,600,000,000 Ordinary Shares now being offered for subscription.

FINANCIAL SUMMARY:
(Extracted from the Reporting Accountants Report) 31/12/06 =N=000 31/12/05 =N=000 401,399 (523,658) (523,658) (1,435,423) (102) (102) 31/12/04 =N=000 594,704 (242,388) (242,388) (911,766) (47) (47) 31/12/03 =N=000 452,001 (142,587) (142,587) (669,378) (28) (28) 31/12/02 =N=000 453,732 (100,228) (100,228) (526,791) (20) (20) -

Year ended

Turnover Loss before taxation Taxation Loss After taxation Proposed dividend Loss carried forward EPS (actual kobo) EPS (Adjusted kobo) DPS (actual kobo)

313,048 (361,360) (361,360) (1,796,783) (70.5) (70.5) -

Calculations of actual earnings and dividend per share were based on the number of shares in issue at the respective balance sheet dates while adjusted earnings and dividend per share were based on the 512,914,681 ordinary shares of 50k each in issue as at 31st December, 2006

20. FORECAST OFFER STATISTICS:


Year Ending 31 December Turnover Profit/(Loss) Before taxation Estimated taxation Profit/(Loss) after taxation Proposed dividend

(Extracted from the Reporting Accountants Memorandum on the Profit Forecast) 2007 =N=000 875,929 (132,456) (132,456) (132,456) (6.26) (13.89) (7.19) 2008 =N=000 2,376,412 117,705 117,705 117,705 5.57 15.62 6.40 2009 =N=000 3,853,685 719,732 143,946 575,786 575,786 27.25 3.19 31.32

Profit/(Loss) transferred to revenue reserve Forecast earnings per share (Kobo) Forecast dividend per share (Kobo) Price Earning Ratio (At Offer Price) Earnings Yield (%) Note:

Forecast earnings and dividend per share are based on projected post offer share capital of 2,112,914,681 Ordinary Shares of 50 kobo each for 2007, 2008 and 2009, made up of existing share capital of 512,914,681 and 1,600,000,000 Ordinary Shares of 50kobo each now being offered.

21.

ALLOTMENT:

Sterling Capital Markets Limited and the Directors of the Company reserve the right to accept or reject any application in whole or in part. The allotment proposal will be subject to the clearance of the Securities & Exchange Commission. All irregular or suspected multiple applications will be rejected. International Breweries Plc has no Subsidiaries, however, 60.01% of its shares are held by Brauhaase International Management GmbH. A share certificate will be sent by registered post not later than fifteen (15) working days from the date of allotment. For subscribers who have indicated their CSCS number on the form, their accounts will be credited with the number of shares allotted to them.

22.

GROUP STRUCTURE:

23. SHARE CERTIFICATE:

INTERNATIONAL BREWERIES PLC

SUMMARY OF THE OFFER (CONTD)


24. CLAIMS AND LITIGATIONS: The Company in its ordinary course of business is presently involved in five (5) suits, four (4) of which were instituted against the Company whilst one (1) suit was instituted by the Company. The total amount claimed in the 4 suits instituted against the Company is estimated at N11,999,316.35, whilst the total amount claimed in the suit instituted by the Company is N8,901,728.06. However, the Solicitors to the Offer are of the opinion that the claims against the Company will not in any way have fundamental or material adverse effect on the proposed Offer and the Company. The Directors are of the opinion that none of the aforementioned cases is likely to have any material adverse effect on the Company or the Offer, and are not aware of any other pending claims or litigation. 25. INDEBTEDNESS: As at 31st December, 2006, the Company had a short term loan of N532million which was granted by the parent Company (Brauhaase International Management GmbH). Apart from these the Company had no outstanding debentures, mortgages, charges or similar indebtedness or material contingent liabilities other than in the ordinary course of business. However, the Company has contingent liabilities amounting to N11,999,316.35 from suits pending against the Company and N65,000,000 bridging facility repayable from the proceeds of this Offer. Messrs Oyelami, Soetan, Adeleke & Co (Chartered Accountants) were the auditors to the Company for the years ended 31 December 2002, 2003, 2004, 2005 and 2006 and their audit reports thereon were unqualified except for the attention of the Company which was drawn to the persistent loss for the past ten years raising doubts on the going concern status of the Company and which greatly depends on further injection of fresh funds in order to increase its production capacity.

26. GOING CONCERN STATUS:

INTERNATIONAL BREWERIES PLC

DIRECTORS AND OTHER PARTIES TO THE OFFER


DIRECTORS Mr. Christoph Steinwehe (German) (Chairman) Brauhaase International Management GmbH Hans-Henny-Jahnn-Wed 51, D22085 Hamburg Germany Otunba Michael O. Daramola (Managing) International Breweries Plc PMB 5104, Lawrence Omole Way Omi Asoro Ilesha Osun State Mr. Joachim Haase (German) Brauhaase International Management GmbH Hans-Henny-Jahnn-Wed 51, D22085 Hamburg Germany Mr. Georg Munde (German) Brauhaase International Management GmbH Hans-Henny-Jahnn-Wed 51, D22085 Hamburg Germany Mr. Detlef Srugis (German) Brauhaase International Management GmbH Hans-Henny-Jahnn-Wed 51, D22085 Hamburg Germany Mr. Folorunso Awomolo 37a Marine Road Apapa Lagos Mr. Akintoye S. Omole 4, Oluyole Way Bodija, Ibadan Company Secretary DTT Services Limited 235, Ikorodu Road Ilupeju Lagos International Breweries Plc PMB 5104, Lawrence Omole Way Omi Asoro Ilesha Osun State

Registered Office

INTERNATIONAL BREWERIES PLC

DIRECTORS AND OTHER PARTIES TO THE OFFER (CONTD)


PROFESSIONAL PARTIES Issuing House and Underwriter Sterling Capital Markets Limited 67 Marina Lagos GTI Capital Ltd Stock Exchange House 20th Floor, 2-4 Customs Street Tinubu Lagos Oyelami Soetan Adeleke & Co (Chartered Accountants), Broking House (4th Floor) 1, Alhaji Jimoh Odutola Road, Ibadan, Oyo State Balogun Badejo & Co (Chartered Accountants) 6, Ilupeju Bye-Pass Opposite Olajire House Lagos Yusuf D. Jengwe & Co Suite 96, 3rd Floor LSDPC Office Complex Lagos Zeal Firstfruits Chambers Geodetic Road, Near Shell Industrial Area Rumuobriokani, Port Harcourt Rivers State UBA Registrars Limited UBA House (11th Floor) 57 Marina Lagos

Stockbroker to the Offer

Auditor

Reporting Accountant

Solicitors to the Offer

Solicitors to the Company

Registrar

Receiving Banker Oceanic Bank International Plc Waterfront Plaza 270, Ozumba Mbadiwe Avenue Victoria Island Lagos

INTERNATIONAL BREWERIES PLC

10

THE CHAIRMANS LETTER


The following is the text of a letter received by the Issuing House, Sterling Capital Markets Limited from Mr. Christoph Steinwehe, Chairman, Board of Directors of International Breweries Plc. Lawrence Omole Way Omi Asoro Ilesha Osun State.

7th May 2007 The Directors Sterling Capital Markets Limited 67 Marina Lagos Dear Sirs,

OFFER FOR SUBSCRIPTION OF 1,600,000,000 ORDINARY SHARES OF 50 KOBO EACH IN INTERNATIONAL BREWERIES PLC AT 87K PER SHARE (THE OFFER) On behalf of the Directors of International Breweries Plc (International Breweries or the Company), I am pleased to provide you with the following information in connection with the Offer for Subscription of 1,600,000,000 Ordinary Shares of 50 kobo each of the Company at 87k per share. This is in line with the resolutions passed at the Extraordinary General Meeting of the Company held on 12th February 2007. 1.0 History and Business of the Company

History International Breweries Plc was incorporated in December 1971 by its founder and first Chairman, Dr. Lawrence Omole in collaboration with some of his business associates, under the name INTERNATIONAL BREWERIES LIMITED. With adequate back-up having been provided by the initial corporate and private investors, the Company commenced production in December 1978 with an installed capacity of 200,000 hectolitres of TROPHY lager beer per annum. Following the increasing demand for its product, in December 1982 the Company embarked upon an expansion programme to increase its brewing capacity to 500,000 hectolitres annually. To date, the Companys products are TROPHY lager beer and BETAMALT, a non alcoholic beverage drink which came into production in 1988. However, demand for Trophy Lager Beer remains very strong. The Company oftentimes is unable to meet demand within Osun State. Our customers often pay for products up to two weeks in advance and are ready to carry products off the production line to satisfy their demand. It is obvious that the Brewery needs the injection of fresh capital to substantially increase production substantially and cut costs considerably thereby enabling it to return to the path of profitability. International Breweries Plc has a subsisting Technical Services Agreement with Brauhaase International Management GmbH (a wholly owned subsidiary of Warsteiner Group of Germany), which owns 60.01% equity in International Breweries Plc. It has been the Technical Partner of International Breweries Plc since inception and became the majority shareholder at the time of the last share issue of the Company. The name Brauhaase is steeped in German brewing traditions since the opening of the family run brewery E. Haase Lagerbierbrauerei in 1858. In the mid-sixties, Haase-Brauerei shifted its focus into niche markets overseas, beginning with the state of the art 500,000 hectolitres turnkey brewery in West Africa Brasserie BB Lome, SA. As of January 1, 1997, Brauhaase had completed turnkey projects for production of over 6 million hectoliters of beer per annum, and more than a million hectoliters of soft drinks. These projects cover all 5 continents of the globe and are located in 20 different countries worldwide, no less than 13 of which benefit from either a full management or a technical management contract with Brauhaase. A number of new projects have just recently gone on-line (Cameroon) or are currently in the planning or construction phase.

INTERNATIONAL BREWERIES PLC

11

THE CHAIRMANS LETTER


One of Brauhaases most successful major brewery projects was the construction of the Golden Key Brewery in Putian, Fulkien Province, Peoples Republic of China: this brewery produces Becks beer under license and was designed and constructed according to Becks specifications. The Warsteiner brewery itself was founded in 1753; it is one of Germanys biggest privately owned breweries. Its main product, which is sold in more than 60 countries, is Warsteiner Premium Verum 4.8%ABV. Also popular is Warsteiner Premium Fresh without alcohol. It is usually packaged in 500ml cans brewed and canned in Germany. Sales for 2005 rose from 470million Euros to 510million Euros with total output of 5.9million hectoliters. Warsteiner Groups re-organisation and repositioning as a modern, fully comprehensive beverages conglomerate oriented towards customer and market interests played a particularly important role in the overall results. Long term investments in the Companys foreign businesses and other brands such as Frankenheim Alt, Frankenheim blue, Konig Ludwig Dunkel and Konig Ludwig Weissbier have paid off, as corroborated by a 20.2% surge in sales volume outside Germany. Apart from the factory and corporate headquarters located at Omi-Asoro, Ilesa, which also services the Ilesa/Ile-Ife sector of its market, the Company maintains depots/branches in all the states in the South Western region of Nigeria. Despite the challenges of the years gone by, the Company is now repositioned to achieve optimal capacity utilisation and a return to profitability. A new management team led by Otunba Michael Daramola took over the management of the brewery in 2005 and the positive results are already evident. Towards the end of 2005, the new management successfully completed the first phase of our project on expanding capacity, by inaugurating the rehabilitated Bottling Line II. In addition, we have concluded arrangements for the regular supply of high grade malted barley and other critical raw materials using a 90-day suppliers credit facility and access to term funding for the procurement of key spare parts. These initiatives coupled with Managements focus on a profit-oriented strategy that is anchored to our new core values of honesty, integrity and a commitment to excellence, transparency and customer satisfaction, constitute the foundations for the renaissance of your Company that has been so long awaited. The Board and Management are committed to a programme of Company restructuring that is results oriented and which embraces professionalism and excellence in all aspects of operations. Our objective is to return to profitability and growth, win back investors confidence, revitalise and expand our customer base so that an ever-increasing number of consumers may enjoy the unique tasting experience offered by the products of International Breweries Plc. 1.2 Our Products and Services

The Companys products are TROPHY Lager Beer and BETAMALT (a non-alcoholic beverage). 2.0 2.1 Board and Management

Board of Directors

The general policies and direction of the Company are determined by the Board of Directors, of which I am the Chairman. I graduated from the University of Birmingham UK in 1983, with LL.B (Hons) in Law, specialising in International Trade, EU and Company Law. My stint with Brauhaase International Management GmbH started in 1992 as a Project Consultant; by 1994, I was the Personal Assistant to the Company Partner and Managing Director.

INTERNATIONAL BREWERIES PLC

12

THE CHAIRMANS LETTER (CONTD)


I have also been privileged to hold directorships in several companies such as Vodi Technik Motors (Ghana) Limited; Banjul Breweries Limited The Gambia (as Chairman); Solomon Breweries Limited, Honiora Solomon Islands (as Managing Director) and my present position as Chairman of International Breweries Plc, Ilesha. The other members of the Board are: Otunba Michael O. Daramola (Managing Director/ Chief Executive) Otunba Daramola attended the prestigious Kings College Lagos, where he passed all his 3 A level papers at one sitting. He then proceeded to the University of Manchester to study Finance, but had to return back home when he was offered a federal government scholarship to study Industrial Economics in the then Soviet Union. In 1986, after bagging a Masters degree, he returned to Nigeria with First Class Honours in Industrial Finance from the U.S.S.R. After his one year compulsory National Service with the Central Bank of Nigeria in 1987, he started his professional career as the country economist of L.M Ericsson Nigeria Limited in 1988 and rose steadily to the top as the second in command to the Companys Financial Controller. In 1993, he joined MicCom Cables & Wires as the Financial Controller, but left to set up his own outfit called Ladyet Ventures Limited. In 1994, in conjunction with some foreign technical partners from the UK, he set up MicBeth Nig. Ltd; an electro-mechanical company with an office in London, that specialises in the rewinding of electric motors and alternators for generators as well as supplying essential spares to industries. The company has grown extensively with projects from both private and government institutions spanning the country. It was this wealth of experience in the managing of business enterprises, together with long years of interaction with the brewing industry that prompted Warsteiner International of Germany to approach him to take over the management of International Breweries Plc as the Managing Director in 2005. Mr. Joachim Haase (German) Mr. Haase did his Brewer and Malzer Apprenticeship at Bavaria Brewery Hamburg Germany between 1945 to 1947, thereafter he attended the Technical University Muenchen/Weihenstephan in Germany and obtained the Professional degree diploma in Brewery Engineering in 1952. He was the Chairman/Managing Director of Seychelles Brewery Limited, Mahe Seychelles, between 1972 to 1994 and has held the position of President of SIAC Isenbeck Brewery SA Douala Cameroun since 1994. He has been the Consultant/Chairman of Brauhaase International Management since 2001. Mr. Georg Munde (German) Mr. Munde graduated from Technical University of Munich, Freisung-Werhenstephan, Federal Republic of Germany in 1994 with a Master of Science degree. He started his career as Acting Technical Manager of Soc Trang Beer Company, Vietnam in April 1996, from where he moved to Warsteiner International as Technical Adviser up until July 1997. Thereafter he became the Business Development Manager in Warsteiner International, wherein he carried out business development projects in Africa, Asia, The Caribbean, Eastern Europe, India, and Russia etc. He is the Managing Director of Brauhaase Group of Companies and also sits on the Boards of other companies such as SIAC Brasserie Isenbeek S.A Douala Cameroun; Solomon Breweries Limited Solomon Islands; Banjul Breweries The Gambia and International Breweries Plc Ilesha Nigeria. Mr. Detlef Srugis (German) Mr. Srugis obtained the Professional Brewmaster degree from Technical University Berlin in 1965 and also attended a certificate course at the United States Brewers Academy in 1980. He has also attended several workshops in Brewing, Fermentation & Filtration; Environmental Management; Computer Software and Product Safety. He worked in Brasserie BB Lome S.A Togo from 1969 to 1980, from where he joined Brauhaase International Management in the same year as Head of Technical & Technological Department.
INTERNATIONAL BREWERIES PLC

13

THE CHAIRMANS LETTER (CONTD)


He rose rapidly through the ranks and was appointed the Managing Director in 2001, a position he has held to date. Mr. Srugis also sits on the Boards of Banjul Breweries Banjul, The Gambia; Solomon Breweries Limited Honiara Solomon Islands and International Breweries Plc Ilesha. Mr. Folorunso Awomolo Mr. Folorunso Awomolo was born in 1932 in Ilesha, Osun State where he had his basic education. He was later employed in Niteco where he rose along the ranks to the position of Managing Director and eventually became an executive chairman. He is on the board of the following companies: International Breweries Plc, Nigerian Shipbuilders Ltd, Newco Investment Ltd, Career Development Ltd, Water Services Ltd, Imo Hills Farm Ltd, Brewtech and Adesina Investment Property Company Ltd. Mr. Akintoye S. Omole Mr. Omole graduated from the University of Ibadan in 1982 with a BSc. In Sociolology and joined the Accountancy firm of Coopers & Lybrand in the same year. He proceeded to the London School of Accountancy in 1984 where he qualified as an accountant with the Association of Certified Accountants in 1986. He has since worked with several firms both in Nigeria and overseas. Mr. Omole sits on the Board of several companies including Fourhold Investments Limited, Cardinal Investments Limited, Eyot Nigeria Limited and International Breweries Plc. THE KEY MANAGEMENT The Management team of the Company is headed by the Chief Executive Officer, Otunba Michael Daramola, and includes the following: Mr. Barry H. Stokes (FCA): General Manager, Finance Mr Stokes is a British National, an experienced Senior Executive with strong communication and team building/leadership skills. He started his professional career with Price Waterhouse in 1967 after obtaining the associateship of the Institute of Chartered Accountants in England & Wales, and rose through the ranks to become Managing Partner in the firms office in Cote dIvoire by 1987. From June 1987 to December 1991 he was Director Financial Policy Planning and Budget at the African Development Bank. Thereafter he went into freelance financial consultancy, wherein he consulted for the World Bank amongst other assignments. Between September 1995 and June 2001, He was Vice-President in Builders Federal (Hong Kong) Limited; a group of companies that specializes in the design, fabrication, assembly and installation of curtain wall facades for prestigious high rise buildings. Between, February 2002 to September 2004, Barry Stokes engaged in consulting assignments at the African Development Bank and Islamic Development Bank, before joining International Breweries Plc in March 2005 on a consulting assignment to advise and assist the incoming Managing Director in making an initial diagnostic study of the problems and continuing lack of profitability of the brewery. Since his arrival at the brewery, the restructuring and re-organisation of the brewery has progressed steadily with a substantial staff reduction and introduction of modern accounting and information management systems. He became a fellow of the Institute of Chartered Accountants in England & Wales in January 1978.

INTERNATIONAL BREWERIES PLC

14

THE CHAIRMANS LETTER (CONTD)


Mr. Sunday J. Taiwo: Technical Manager He obtained a B.Sc in Biochemistry from Concordia University Montreal Canada in 1977, after which he proceeded to Domens Schle Munich Germany in 1984 for the qualified brewers course. He has also attended several technical and management courses within and outside the country. Mr. Taiwo has overall responsibility for brewing, production and engineering. He started his career with International Breweries Plc in 1980 as a Trainee Brewer and has risen through the ranks to become the Technical Manager. Mr. D. Olufemi Omotosho: Marketing Manager Femi Omotosho started as a Sales Clerk with MDS (a division of UAC Nigeria Plc) Ibadan 1973-1975, from where he moved to Nigerian Breweries Plc Ibadan, as a Sales Representative 1976-1978. In 1979, he joined International Breweries Plc Ilesha as a Sales Representative and he rose through the ranks to become the General Sales Manager in September 2003. He became the Marketing Manager with effect from November 2004. Mr. Rufus G. Oladapo: Commercial Manager Rufus Oladapo obtained his HND from The Polytechnic Ibadan in 1981; LL.B (Hons) from University of Benin in 2001. He also obtained the professional qualification ACIS, London in 1992. He joined International Breweries Plc in 1982 during which time he held several positions within the rganization culminating in his current appointment as the Commercial Manager. Before joining International Breweries, Rufus was employed by the Oyo State Water Corporation, Ibadan as a Storekeeper (1976). From 1972 1976, he had a teaching role at the Ife Local Schools Board, Ile-Ife. Mrs. Folasade Oluyemisi Omole: Internal Audit Manager Mrs Omole joined International Breweries Plc in 1991, where she successively occupied the positions of Laboratory Analyst (1991 1996); Assistant Manager, Salaries & Wages (1996 1999); Manager, Salaries & Wages (1999 2003) before becoming head of Internal Audit in 2003. Mrs Omole obtained her B.Sc in Industrial Chemistry from University of Ilorin in 1987 and MBA in 1995 from Obafemi Awolowo University Ile-Ife. Ms Bamidele F. Kayode: Acting Personnel Manager Ms Kayode obtained the National Certificate of Education (English/French) in 1978 and Bachelor of Arts (English Language) in 1983. She joined International Breweries in 1989 as Personnel Officer handling administrative and labour related matters. Between 1990 and 1994, she was Assistant Training Manager with responsibilities for handling the recruitment of staff and matters related to staff training. She was promoted to Training Manager in 1994 and remained in that role until July 2002. She assumed the responsibilities as Head of the Personnel Department in April 2005.

INTERNATIONAL BREWERIES PLC

15

THE CHAIRMANS LETTER (CONTD)


3.0 Individual shareholdings of key management staff in the Company as at 18th May 2007 are as stated below:
Management Otunba M.O Daramola Mr. Barry H. Stokes Mr. S.J Taiwo Mr. D.O Omotosho Mr. R.G Oladapo Ms B.F Kayode Mrs. F.O Omole Shareholding Nil Nil 10,000 17,000 7,500 10,500 4,000

4.0 Premises The Companys Head Office/Factory is situated at Lawrence Omole Way, Omi Asoro, Ilesha. In addition, the Company also has depots at Abeokuta, Akure, Ilorin, Iseyin, Ibadan, Lagos and Osogbo as stated below: S/N 1 2 3 4 5 6 7 STATE Ogun Ondo Kwara Oyo Oyo Lagos Osun LOCATION Abeokuta Akure Ilorin Iseyin Ibadan Lagos Osogbo ADDRESS 90b Igbore Road Ijeja Abeokuta 184 Oyemekun Road, Akure Behind Offa Garage, Ilorin Opposite I.D.G.S Iseyin Akunleyan Estate, Opp Green Spring Hotel, Old Ife Road Ibadan 603, Agege Motor Road, Shogunle, Lagos 22, Obafemi Awolowo Way, New Ikirun Road, Osogbo TITLE Leasehold Leasehold Leasehold Leasehold Leasehold Leasehold Leasehold

INTERNATIONAL BREWERIES PLC

16

THE CHAIRMANS LETTER (CONTD)


5.0 Financial Summary
(Extracted from the Reporting Accountants Report) Year ended 31/12/06 =N=000 Turnover Loss before taxation Taxation Loss After taxation Proposed dividend Loss carried forward EPS (actual kobo) EPS (Adjusted kobo) DPS (actual kobo) 313,048 (361,360) (361,360) (1,796,783) (70.5) (70.5) 31/12/05 =N=000 401,399 (523,658) (523,658) (1,435,423) (102) (102) 31/12/04 =N=000 594,704 (242,388) (242,388) (911,766) (47) (47) 31/12/03 =N=000 452,001 (142,586) (142,586) (669,378) (28) (28) 31/12/02 =N=000 453,732 (100,228) (100,228) (526,792) (20) (20) -

Calculations of actual earnings and dividend per share were based on the number of shares in issue at the respective balance sheet dates while adjusted earnings and dividend per share were based on the 512,914,681 ordinary shares of 50k each in issue as at 31st December, 2006

6.0 Purpose of the Offer


To enable International Breweries to rebuild the capital base of the Company and to carry out restructuring, staff right sizing, improvement and expansion of production facilities. The net proceeds of N 1,318,034,900 after deducting the costs of the Offer, estimated at N73,965,100 (representing 5.31% of gross proceeds) would be utilised as follows: Purpose Staff Right Sizing Costs Capital Investments to improve plant reliability and equipment reliability and expand overall production capability Repayment of Bridging Facility TOTAL N 331,260,900 921,774,000 65,000,000 1,318,034,900 % 25.13
Estimated Project completion period (months)

24 Months

69.94 4.93 100

24 Months 3 Months

7.0

Working Capital, Profit and Dividend Forecasts

The Directors of the Company, having regard to its present financial position and the anticipated proceeds of the Offer, are of the opinion that the Company will have adequate working capital and sufficient liquidity to meet its immediate and foreseeable obligations and funding requirements. The Directors estimate that in the absence of unforeseen circumstances, the profit/loss before taxation for the years ending 31st December, 2007, 2008 and 2009 will be in the order of (N132,456,000), N117,705,000 and N719,732,000 respectively. If these estimates are achieved, the appropriations thereof will be approximately as follows:
Year Ending 31 December Turnover Profit/(Loss) Before taxation Estimated taxation Profit/(Loss) after taxation Proposed dividend Profit/(Loss) transferred to revenue reserve Forecast earnings per share (Kobo) Forecast dividend per share (Kobo) Price Earning Ratio (At Offer Price) Earnings Yield (%) 2007 =N=000 875,929 (132,456) (132,456) (132,456) (6.26) (13.89) (7.19) 2008 =N=000 2,376,412 117,705 117,705 117,705 5.57 15.62 6.40 2009 =N=000 3,853,685 719,732 143,946 575,786 575,786 27.25 3.19 31.32

Note: Forecast earnings and dividend per share are based on projected post offer share capital of 2,112,914,681 Ordinary Shares of 50 kobo each for 2007, 2008 and 2009, made up of existing share capital of 512,914,681 and 1,600,000,000 Ordinary Shares of 50kobo each now being offered.

INTERNATIONAL BREWERIES PLC

17

THE CHAIRMANS LETTER (CONTD)


8.0 Business Prospects and Going Concern Status

The attention of the Board was drawn to the audit reports specifically to the persistent losses for the past ten years raising doubts on the going concern status of the Company, which greatly depends on further injection of fresh funds in order to increase production capacity. International Breweries has put in place a new management team concurrent with the investment in renovating and replacing plant and equipment designed to achieve a significant turnaround in the performance of the brewery. Current production volume in the brewery is grossly insufficient to satisfy local demand much less the regional demand, it is therefore imperative to significantly increase production volumes by improving the plant and equipment. It is planned that production volume would quickly increase to 140,000 hectoliters annually post-offer and thereafter to be in excess of 350,000 hectolitres annually thereafter. 9.0 Risk Factors & Mitigants

Company Specific Risk International Breweries Plc has faced quite a number of challenges over the years; it has suffered from inadequate production facilities as a result of lack of working capital and breakdown of the plant. This has resulted in losses over the years. Mitigant The core investor has renewed interest in the Company by bringing in additional funds to build a new production line and changed the management team as well as staff rationalization to achieve return to profitability. It is believed that these measures together with the new funds from this Offer will achieve a significant turnaround in the Company. Sector Risk The Company faces stiff competition from the dominant breweries in Nigeria; Nigerian Breweries Plc and Guinness Nigeria Plc, which together control over 55% of the beer market. Their products are doing well in the market and there are no significant government policies that are likely to affect the industry adversely. The balance of 45% is fragmented amongst all the other brewers scattered across various regions in the country, each with significant market share in its locality. Mitigant International Breweries Plc enjoys good patronage of its product in Osun and Oyo States, where the Trophy brand is very popular. At present it is unable to satisfy local demand; it is planned that with increased production capabilities Trophy lager beer would be available in sufficient quantities in the South Western part of the country. Political Risk Changes in regulatory policies and unforeseen political crises could have adverse effects on economic development and stability in the country, which could restrict or slow down foreign direct investment into the country. A stable political climate is thus essential for business growth. Mitigant With the successful handover of government to a newly elected civilian administration, there is growing confidence in the Nigerian economy by the international community. This is evidenced by the continuos flow of international investors into the Nigerian economy. Equity Investment Risk Investments in the capital market are always subject to general risk. There can be no guarantee of constant trading in International Breweries shares or that the Companys market price will not fluctuate either upwards or downwards. The price of International Breweries, or any other equity, may rise or fall depending on a number of factors beyond the control of the Company. Mitigant Trading activities on the Nigerian Stock Exchange has witnessed tremendous turnover in the recent past as a result of investors confidence in the Market and several new issues that have been floated. With the new shares of International Breweries Plc being offered to the public through this Offer, it is expected that the Companys shares would be more liquid on the Stock Exchange.
INTERNATIONAL BREWERIES PLC

18

THE CHAIRMANS LETTER (CONTD)


Currency Risk Foreign Investors may run the risk of incurring losses caused by an adverse change in exchange rates. Mitigant The Central Bank of Nigeria, in light of Nigerias burgeoning foreign reserves, has recently instituted measures to stabilize and strengthen the Naira. These efforts if sustained will not only reduce the risk of foreign investments, but will make Naira investments stronger than investments held in other currencies. Environmental Risk Being a manufacturing company, International Breweries Plc poses some risk to its environment in form of by-products, industrial wastes and effluent discharge. Mitigant Some of the industrial by-products and wastes generated by the Company constitute raw materials for some agro-allied companies; therefore these wastes are collected by feedmillers and farmers for preparation of livestock feeds and other uses. This eliminates the dumping of such wastes in the environment. The Company also complies with all environmental standards prescribed by Federal Environmental Protection Agency, Standards Organisation of Nigeria and National Agency for Food, Drug Administration and Control.

10.0 RESEARCH AND DEVELOPMENT The Company has not embarked on any research and development activities in recent years. 11.0 COMPLIANCE WITH THE CODE OF CORPORATE GOVERNANCE The Company recognizes the importance of an effective Corporate Governance that seeks to provide for the best practices to be followed by the Company in the exercise of the power over the strategic direction to be pursued, the supervision of the executive actions, transparency, accountability and regulatory compliance. We provide below the extent of compliance by the Company with the code of best practices on corporate governance. Responsibility of the Board of Directors The Company is compliant with all the duties and responsibilities stated under Parts A to C of the Code. Composition of the Board of Directors The Board of Directors of the Company is composed of 7 Directors, 6 of whom are non-executive Directors. The Board members are professionals and businessmen with vast experience and credible track records. The Board has a formal schedule of matters specifically reserved for it to ensure that the direction and control of the Company is firmly in its hands. Chairman and CEO Positions The position of the Chairman is separate from that of the Chief Executive. The Chairman is not involved in the day-to-day operations of the Company and is not a member of any sub-committee of the Board.

INTERNATIONAL BREWERIES PLC

19

THE CHAIRMANS LETTER (CONTD)

Proceedings and frequency of meetings The Board meets regularly and sufficient notices with clear agenda/report are given ahead of such meetings. All Directors have access to the Company Secretary who can only be appointed or removed by the Board and is also responsible to the Board. Non-Executive Directors Non-Executive Directors are not dependent on the Company for their income other than for their Directors fees and allowances. The non-executive Directors are independent and are not involved in business relationships with the Company that could hinder or encumber their independent judgement. The Non-Executive Directors retire by rotation at the Annual General Meeting and are eligible for reelection. Directors Remuneration The remuneration of the Executive Director is fixed by the Board and full and clear disclosure of the Directors remuneration is always provided. The Directors agreed two years ago to suspend payment of their fees and allowances until the Company returns to profitability Reporting and Control The Board is responsible for and ensures that proper financial reporting, as well as establishment of strong internal control procedures, are in place. There is a Board Audit Committee comprising nonexecutive Directors and representatives of the shareholders. The Audit Committee is chaired by one of the representatives of shareholders. Shareholders Rights & Privileges The Directors ensure that shareholders statutory and general rights are protected at all times. Shareholders are responsible for electing the Directors at the Annual General Meetings for which at least notice of 21 days has been given before the meeting.

12.0

Future Plans

The Technical Partner and Principal Shareholder, together with the Board of Directors and Management are committed to returning the Company to a path of growth and profitability. With this in mind, a fairly aggressive investment option and corresponding operating scenario has been developed that will greatly improve the reliability of the production facility, revitalise and expand the customer base and create the platform for further expansion. The Company has large plant capacities in specific areas and achieved its peak production levels in the late 1980s (e.g. approximately 400,000 Hls in 1988). The recent very low production efficiency (10% in 2006) is the result of the cumulative effect of unnecessary bureaucracy, a lack of maintenance, staff skills and competencies mismatches and deficiencies, as well as external factors such as epileptic power, fuel and raw materials shortages and difficulties in obtaining spare parts. With this situation in mind, the Board of Directors has adopted a business plan to cover the period 2007-2009, which seeks to firstly ensure the Company has a reliable production facility so that volumes can very quickly reach 140,000 hectolitres on an annual basis and be progressively increased to be in excess of 350,000 hectolitres annually by 2009. Arrangements have also been made to provide the necessary working capital that will ensure the regular supply of raw materials, fuel, spares and other essentials for uninterrupted production.

INTERNATIONAL BREWERIES PLC

20

THE CHAIRMANS LETTER (CONTD)

Concurrent with the investment in renovating and replacing plant and equipment, management has a programme to recruit highly experienced staff to fill key positions and thereby meet the skills deficiencies that the Company is currently facing. In addition, a renewed effort, together with the necessary budgetary resources, is now in hand to address the wide-ranging training and staff development needs of the Company as it takes up the challenge of turning the Company into a profitable and well-respected organisation for the benefit of all. With the foregoing in place, coupled with a well-focused marketing strategy to get the increased volume to the consumer, the company will be well-positioned to envisage yet further expansion, both in terms of volume and product type, and correspondingly greater profitability. The technical partners/majority shareholders to date have remitted over 3.2 million Euros towards maintaining their 60.01% equity holding in International Breweries Plc in this Public Offering. Yours faithfully,

Mr. Christoph Steinwehe Chairman

INTERNATIONAL BREWERIES PLC

21

THE PROFIT FORECAST


1. Letter from the Reporting Accountants

18th May, 2007 The Directors International Breweries Plc Lawrence Omole Way Omi Asoro Ilesha, Osun State and The Directors Sterling Capital Markets Limited 67 Marina Lagos Gentlemen, We have reviewed the accounting policies and the calculations made in preparing the profit forecast of INTERNATIONAL BREWERIES PLC for the three (3) years ending 31 December 2007, 2008 and 2009. Our review indicated that the profit forecast, so far as the accounting policies and calculations are concerned, have been properly compiled on the basis of the assumptions made by the Directors, and are presented on a basis consistent with the accounting policies normally adopted by the Company. Yours faithfully, BALOGUN BADEJO & CO (Chartered Accountants)

REPORTING ACCOUNTANTS

INTERNATIONAL BREWERIES PLC

22

THE PROFIT FORECAST


2. Letter from the Reporting Accountants in respect of Going Concern Status

18th May, 2007 The Directors International Breweries Plc Omi Asoro Way Ilesha Osun State And The Directors Sterling Capital Markets Limited 67, Marina Lagos Gentlemen, CONFIRMATION OF THE GOING CONCERN STATUS Based on the information and confirmation received from the Directors of International Breweries Plc, and our review of the past results of the Company, as well as existing operational position, the Directors of International Breweries Plc are of the belief that no material information will emanate from the observations noted in our Reporting Accountants Report that will affect the going concern status of the Company. We are therefore of the opinion that the Company will continue as a going concern in the foreseeable future. Yours faithfully, BALOGUN BADEJO & CO Chartered Accountants

REPORTING ACCOUNTANTS

INTERNATIONAL BREWERIES PLC

23

THE PROFIT FORECAST (CONTD)


INTERNATIONAL BREWERIES PLC

BASIS AND ASSUMPTIONS ON PROFIT FORECAST FOR THE THREE YEARS ENDING 31 DECEMBER 2007, 2008 AND 2009. 1 .1 BASIS Previous years' performances have been considered as the basis for measuring the reasonableness of the forecasts. The forecast has been prepared on a basis consistent with the accounting policies normally adopted by the company.

.2

ASSUMPTIONS .1 The turnover for 2007, 2008 and 2009 will be N876 million, N2.38 billion and N3.85 Billion, respectively. .2 .3 .4 The shares on offer will be fully taken up. There will be no disruption in the supply of raw materials and spares to the company. There will be no litigation that will materially impact negatively on the company throughout the period of the forecast. .5 .6 Operating results will not be affected by industrial disputes within the country or company There will be no material changes in the accounting policies currently being used by the company. .7 There will be no material changes in government regulations affecting labour costs and operating expenses besides the ones already in force in 2006. Changes in political and economic environment of the country will not adversely affect the operations of the company. .9 The company shall continue to maintain stable and competent management staff and the quality of the company's management will be sustained during the forecast period

.8

.10 Government's pronouncements on the National minimum wage will not materially affect labour costs and operating expenses as projected in the forecast.

INTERNATIONAL BREWERIES PLC

24

THE PROFIT FORECAST (CONTD)


4.0 Profit Forecast for the Years Ending 31 December 2007, 2008 and 2009

The Directors of the Company are of the opinion that, in the absence of unforeseen circumstances, and based on the foregoing assumptions, the profit after taxation and appropriations for the three years ending 31st December, 2007, 2008 and 2009 shall be (N = 132.45) million, N117.70 million and = N 575.78 million respectively.
INTERNATIONAL BREWERIES PLC PROFIT FORECAST FOR THE THREE (3) YEARS ENDING 31 DECEMBER

2007 N'000 Turnover 875,929 ========

2008 N'000 2,376,412 =========

2009 N'000 3,853,685 =========

Profit/(loss) before taxation Taxation Profit/(loss) after taxation Dividend Profit/(loss) transferred to revenue reserve

(132,456) ________ (132,456) _______ (132,456) =======

117,705 ________ 117,705 _______ 117,705 =======

719,732 143,946 _______ 575,786 _______ 575,786 =======

PER 50K SHARE DATA: Earnings/(loss) per share (kobo) Dividend per share (Kobo) Price Earnings Ratio Earnings Yield (at Offer Price) kobo (6.26) (13.89) (7.19) 5.57 15.62 6.40 27.25 3.19 31.32

Earnings/Dividend per share are based on 2,112,914,681 post offer ordinary shares of 50k each.

INTERNATIONAL BREWERIES PLC

25

THE PROFIT FORECAST (CONTD)


The following is a copy of the letter from the Issuing House on the Profit Forecast:
5.0 Letter from the Issuing House

12th May 2007 The Directors International Breweries Plc Lawrence Omole Way Omi Asoro Ilesha Osun State Dear Sirs OFFER FOR SUBSCRIPTION OF 1,600,000,000 ORDINARY SHARES OF 50 KOBO EACH BY INTERNATIONAL BREWERIES PLC AT 87K PER SHARE (THE OFFER) We write further to the Prospectus issued in respect of the Offer for Subscription of 1,600,000,000 ordinary shares of 50 Kobo each by International Breweries Plc, the draft of which we have had the privilege of reviewing. The Prospectus contains forecasts of the profits of the Company for the years ending 31st December 2007, 2008 and 2009. We have discussed the bases and assumptions upon which the forecasts were made with you and with Balogun Badejo & Co. (Chartered Accountants), the Reporting Accountants. We have also considered the letter, dated 18th May 2007 from the Reporting Accountants regarding the accounting bases and calculations upon which the forecasts were compiled. Having considered the assumptions made by you as well as the accounting bases and calculations reviewed by Balogun Badejo & Co. (Chartered Accountants), we consider that the forecasts (for which you as Directors are solely responsible) have been made by you after due and careful enquiry. Yours faithfully,

Biodun Dabiri MD/CEO, Sterling Capital

INTERNATIONAL BREWERIES PLC

26

FINANCIAL INFORMATION
1.0 Reporting Accountants Report

13 March, 2007 The Directors INTERNATIONAL BREWERIES PLC Omi Asoro, Ilesha. Osun State and The Directors Sterling Capital Markets Limited 67 Marina Lagos Gentlemen, We have examined the audited financial statements of INTERNATIONAL BREWERIES PLC herein referred to as The Company for the years ended 31 December 2002, 2003, 2004, 2005 and 2006. These financial statements were prepared under the historical cost convention. Messrs Oyelami, Soetan, Adeleke & Co (Chartered Accountants) were the auditors to the Company for the years ended 31 December 2002, 2003, 2004, 2005 and 2006 and their audit reports thereon were unqualified except for the attention of the Company which was drawn to the persistent loss for the past ten years raising doubts on the going concern status of the Company and which greatly depends on further injection of fresh funds in order to increase its production capacity. The summarized profit and loss accounts, balance sheets and cash flows are based on the audited financial statements of the Company after making such adjustments as we considered appropriate. In our opinion, the financial information gives, for the purpose of the offer a true and fair view of the state of affairs of the Company as at 31 December 2002, 2003, 2004, 2005 and 2006 and its summarized profit/(loss) and cash flow for each of the years then ended. Yours faithfully , BALOGUN BADEJO & CO [Chartered Accountants]

REPORTING ACCOUNTANTS

INTERNATIONAL BREWERIES PLC

27

FINANCIAL INFORMATION (CONTD)


2.0 Statement of the significant accounting policies
The following are the significant accounting policies adopted by the company in the preparation of its financial statements: 1. BASIS OF ACCOUNTING The financial statements have been prepared under the historical cost convention as modified by the revaluation of land and buildings. TURNOVER This is stated at the net value of products invoiced and delivered to customers.

2.

3.

STOCKS

Stocks have been valued at lower of cost and net realizable value as ascertained on the following basis: (i) (ii) Raw materials and other boughtin components are valued at weighted average cost together with transport and dock charges. New bottles and cartons have been valued at cost whilst trade returns are valued at deposit value. Work-in-progress has been valued at cost of materials and attributable production overheads. Finished products have been valued at standard cost which includes direct costs and appropriate portion of production overheads.

(iii)

(iv) 4.

DEPRECIATION Depreciation has been charged on all fixed assets at the rates calculated to write off the cost of the fixed assets on straight line method over their expected useful lives from the date brought into commercial use. The rates used are:Factory buildings Plant and machinery Water supply installation Vehicles Furniture and equipment 2% 20% 10%/20% 331/3% 20%/331/3%

5.

PENSION The company operates a contributory benefit scheme for its employees. The scheme is funded by contributions from employees and the company at the rate of 7% by employees and 7% by the company of basic salary, transport and housing allowances. The fund is being held with the Companys bankers pending the appointment of Pension Funds Administrators by the staff.

INTERNATIONAL BREWERIES PLC

28

FINANCIAL INFORMATION (CONTD)


STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd) 6. STAFF GRATUITY/TERMINATION BENEFITS Provision is made for retirement benefit entitlements due to staff upon disengagement based on their years of service and current emoluments as contained in staff conditions of service. 7. DEFERRED TAXATION Deferred taxation is computed on the timing differences between the depreciation charged and tax capital allowances claimed on the fixed assets using the liability method. 8. FOREIGN CURRENCIES Transactions arising during the period are recorded into Naira at the approximate official rates ruling at the time of occurrence. Balances in foreign currencies are converted at the official exchange rates ruling at the balance sheet date. The residual profit or loss is transferred to the profit and loss accounts.

INTERNATIONAL BREWERIES PLC

29

FINANCIAL INFORMATION (CONTD)


3.0 Profit and Loss Account
PROFIT AND LOSS ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2006 Notes Turnover Cost of sales Gross profit/(loss) Marketing and promotion expenses Administration expenses 10 N'000 313,048 (335,801) _________ (22,753) (61,997) (164,348) _________ (249,099) Other income Operating loss Interest payable and similar charges 12 (3,141) _________ (218,349) Exeptional items Loss before tax Taxation Loss after tax Loss brought forward Loss carried forward balance sheet (1,796,783) ========= PER SHARE DATA: Earnings/(loss) per share (kobo) Dividend per share (kobo) (1,435,423) =========== (911,766) =========== (669,378) =========== (526,792) =========== 13 (143,011) _________ (361,360) _________ (361,360) (1,435,423) _________ (2,535) ___________ (152,811) (370,847) ________ (523,658) ___________ (523,658) (911,766) ____________ (5,880) _______ (51,210) (191,178) ________ (242,388) ________ (242,388) (669,377) ____________ (13,210) _______ (119,647) (22,939) ________ (142,586) ________ (142,586) (526,792) ____________ (21,354) _______ (71,685) (28,543) ________ (100,228) ________ (100,228) (426,564) ____________ 33,891 _________ (215,208) 2005 N'000 401,399 (333,764) ___________ 67,635 (63,745) (175,224) ___________ (171,334) 21,058 ___________ (150,276) 2004 N'000 594,704 (357,671) ________ 237,033 (85,024) (203,501) ___________ (51,492) 6,162 ________ (45,330) 2003 N'000 452,001 (324,404) ________ 127,597 (66,320) (171,812) ___________ (110,535) 4,098 ________ (106,437) 2002 N'000 453,732 (312,153) ________ 141,579 (63,214) (143,534) ___________ (65,169) 14,838 ________ (50,331)

(70.5)

(102)

(47)

(28)

(20)

Note: The accounting policies on pages 27 and 28 and the notes on pages 32 to 38 are to be read along with these financial statements.

INTERNATIONAL BREWERIES PLC

30

FINANCIAL INFORMATION (CONTD)


BALANCE SHEET AS AT 31 DECEMBER ASSETS EMPLOYED: 2006 Notes FIXED ASSETS TRADE INVESTMENT 1 2 N'000 243,943 1,000 _________ 244,943 _________ CURRENT ASSETS Stocks Debtors and prepayments Bank and cash balances 3 4 133,579 8,837 539,004 _________ 681,420 _________ CURRENTS LIABILITIES: Creditors: Amounts falling due within one year Taxation 6 5 (1,632,964) __________ (1,632,964) __________ Net current liabilities (951,545) __________ (706,602) Creditors: Amounts due after more than one year Net assets FINANCED BY: CAPITAL AND RESERVES Share capital Share premium Capital reserve Revenue reserve (Negative) Shareholders fund 7 8 9 256,457 229,254 121,225 (1,796,783) __________ (1,189,847) ========== statements. 256,457 229,254 121,225 (1,435,423) _________ (828,487) ========= 256,457 229,254 121,225 (911,766) ________ (304,830) ======== 256,457 229,254 121,225 (669,378) ________ (62,442) ======= 256,457 229,254 121,225 (526,792) ________ 80,144 ======== 6(b) (483,246) __________ (1,189,847) ========== (403,777) ________ (828,487) ======== ________ (304,830) ======== ________ (62,442) ======== ________ 80,144 ======== (821,399) (3,830) ________ (825,229) ________ (682,392) ________ (424,710) (756,012) (3,830) ________ (759,842) ________ (605,413) ________ (304,830) (477,842) (3,830) ________ (481,672) ________ (350,211) ________ (62,442) (357,730) (3,830) ________ (361,560) ________ (87,205) ________ 80,144 117,682 20,713 4,442 ________ 142,837 ________ 132,252 9,947 12,230 ________ 154,429 ________ 110,615 17,667 3,179 ________ 131,461 ________ 239,964 17,913 16,478 ________ 274,355 ________ 2005 N'000 256,682 1,000 ________ 257,682 ________ 2004 N'000 299,583 1,000 ________ 300,583 ________ 2003 N'000 286,769 1,000 ________ 287,769 ________ 2002 N'000 166,349 1,000 ________ 167,349 ________

Note: The accounting policies on pages 27 and 28 and the notes on pages 32 to 38 are to be read along with these financial

INTERNATIONAL BREWERIES PLC

31

FINANCIAL INFORMATION (CONTD)


CASH FLOW STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2006 N'000 Cash flows from operating activities Loss before tax Adjustment for non cash items: Depreciation Under-provision for gratuities and terminal benefits Tax paid Interest paid Interest received Cash outflow from operations before working capital changes Stocks Debtors Creditors and accruals Cash generated on operations Gratuity paid Tax paid Cashflow from investing activities: Purchase of fixed assets (44,789) _______ (54,312) (195,643) (15,896) 11,876 219,550 _______ 19,887 (25,580) (3,830) 105,048 3,141 _______ 57,528 (361,360)

2005 N'000

2004 N'000

2003 N'000

2002 N'000

(523,658) 52,314 403,777 2,535 _______ (65,032) 14,569 (10,764) 80,507 _______ 19,280 (10,883) _______ 8,397

(242,388) 48,155 5,880 _______ (188,353) (21,637) 7,720 278,336 _______ 76,066 (60,969) _______ 15,097

(142,587) 33,786 16,596 _______ (92,205) 129,349 245 121,825 _______ 159,214 (154,205) _______ 5,009

(100,228) 15,985 (1,522) 9,970 _______ (75,795) (120,714) 16,156 9,698 _______ (170,655) (24,025) _______ (194,680)

Cash flow from financing activities Loan obtained Share capital Interest paid Share issue expenses Dividend paid 588,933 (3,141) _______ 531,480 _______ Increase in cash in hand and bank Cash and cash equivalents at 1 January Cash and cash equivalents 31 December 531,480 (9,899) _______ 521,581 ====== 2,535 _______ 2,535 _______ 5,862 (15,761) _______ (9,899) ====== (5,880) (450) _______ (6,330) _______ 8,767 (24,528) _______ (15,761) ====== (16,596) (600) _______ (17,196) _______ (12,187) (12,341) _______ (24,528) ====== 319,372 (21,354) (31,031) (600) _______ 266,387 _______ 71,707 (84,048) _______ (12,341) ======

INTERNATIONAL BREWERIES PLC

32

FINANCIAL INFORMATION (CONTD)


NOTES TO THE FINANCIAL STATEMENTS 1. Fixed assets Gross value: Cost/valuation at January Additions Reversal At 31 December Depreciation: To 1 January For the year To 31 December Net book value: At 31 December 243,943 ======== 256,682 ========= 299,583 ========= 286,769 ========= 166,349 ========= 382,465 57,528 ________ 439,993 ======== 330,151 52,314 _________ 382,465 ========= 281,997 48,155 _________ 330,151 ========= 248,210 33,786 _________ 281,996 ========= 232,226 15,984 _________ 248,210 ========= 2006 N'000 639,147 44,788 ________ 683,935 ======== 2005 N'000 629,734 10,883 (1,470) _________ 639,147 ========= 2004 N'000 568,765 60,969 _________ 629,734 ========= 2003 N'000 414,560 154,205 _________ 568,765 ========= 2002 N'000 390,534 24,025 _________ 414,559 =========

The company's land and buildings were revalued for a sum of N141, 938,090 as at 14 April, 1992 by Messrs. Diya Fatimilehin & Co., Estate Surveyors and Valuers. The revalued land and building have been incorporated into the company's books and the related revaluation surplus reflected in the accounts as capital reserve (Note 9). 2006 2005 2004 2003 2002 2. Trade investment Cost of share held in International Breweries (Agro-Allied) Limited. In the opinion of the directors, the realisable value of the above investments is not lower than their cost. 3. Stocks Raw materials Bottles and packaging materials Spare parts, fuel and lubricants Production in progress Finished products Goods-in-transit 6,623 26,896 59,559 27,910 7,543 5,049 ________ 133,580 ======== 13,175 25,181 62,752 15,664 910 ________ 117,682 ======== 19,037 30,350 64,207 17,351 1,307 _________ 132,252 ========= 10,811 24,437 50,613 23,101 1,653 _________ 110,615 ========= 14,585 25,859 48,507 12,629 1,270 137,114 _________ 239,964 ========= N'000 N'000 N'000 N'000 N'000

1,000 ======

1,000 =======

1,000 ==========

1,000 ========

1,000 ========

INTERNATIONAL BREWERIES PLC

33

FINANCIAL INFORMATION (CONTD)


2006 N'000 4. DEBTORS AND PREPAYMENTS Amounts falling due within one year of the balance sheet date Trade debtors 5,431 Amount due companies Other debtors Prepayments from related 380 3,026 _______ 8,837 ======= 5. TAXATION (a) Current taxation Balance at 1 January Tax paid during the year 3,830 (3,830) _______ ======= 3,830 ________ 3,830 ======== 3,830 ________ 3,830 ======== 3,830 ________ 3,830 ======== 5,100 (1,270) ________ 3,830 ======== 380 7,059 2,267 _________ 20,713 ========= 380 5,639 313 _________ 9,947 ========= 380 534 630 _________ 17,667 ========= 380 7,903 314 _________ 17,913 ========= 11,007 3,615 16,123 9,316 2005 N'000 2004 N'000 2003 N'000 2002 N'000

INTERNATIONAL BREWERIES PLC

34

FINANCIAL INFORMATION (CONTD)


NOTES TO THE FINANCIAL STATEMENTS (CONTD) 2006 N'000 (b) Deferred taxation Owing to the substantial un-recouped losses and capital allowances of prior years, the company has deferred tax asset of about N297 million not provided for in these financial statements. 6. CREDITORS AND PROVISIONS (a) Amounts falling due within one year Trade creditors Associated companies Other creditors Accrued expenses 77,533 1,069,919 239,181 224,091 ________ 1,610,724 ======== Provisions Taxation (note 5) Unpaid dividend 4,818 ________ 4,818 ======== Borrowings Bank loan and overdrafts (secured) 17,422 _________ 1,632,964 14,341 _________ 825,229 27,991 ________ 759,842 27,706 ________ 481,672 28,820 ________ 361,560 3,830 4,818 ________ 8,648 ======== 3,830 4,818 ________ 8,648 ======== 3,830 5,268 ________ 9,098 ======== 3,830 5,868 ________ 9,698 ======== 84,877 381,892 223,863 111,608 ________ 802,240 ======== 85,859 395,050 180,385 61,908 ________ 723,203 ======== 77,877 200,971 127,333 38,686 ________ 444,867 ======== 64,524 160,162 73,029 25,327 ________ 323,042 ======== 2005 N'000 2004 N'000 2003 N'000 2002 N'000

========= ========= ======== ======== ======== (i) Included as part of the amount due to associated companies is a short-term loan of N532 million by Brauhaase which shall be convertible to ordinary shares of the company at the last published trading price of the shares of the company trading price of the shares prior to the date the funds were recovered. Similarly, two loans in Euros (E200,000 and E160,000 respectively) totalling the equavalent of N57 million, were granted by the parent company during the year for the payment of salary arreas and the purchase of caterpillar generator. The terms and condition of the loan for the generator ar yet to be specified. Repayment of both loans, including interest, to be in Euros. 2006 N'000 (b) Amount falling due within one year Staff gratuity and terminal benefits: Balance as at 1 January Additional provision during the year 403,777 105,048 _________ 508,825 Payment made during the year (25,579) _________ 483,246 403,777 _________ 403,777 _________ 403,777 2005 N'000

========= ========= As indicated below in Note 15, 76 staff members were terminated effective 31 December, 2006 as part of a down-sizing exercise and some N240.3 million of this provision was used in January 2007 to pay off their entitlements. At the Extra-Ordinary general meeting held on 12 February, 2007, the authorized share capital of the company was increased to 3,000,000,000 ordinary shares by the creation of 2,480,000,000 new ordinary shares of 50k each ranking pari-passu with the existing shares of the company. Overdraft facilities are secured by a fixed charge on some of the company's buildings as well as a floating charge on the other assets exclusive of furniture and fittings.

INTERNATIONAL BREWERIES PLC

35

FINANCIAL INFORMATION (CONTD)


NOTES TO THE FINANCIAL STATEMENTS

7.

SHARE CAPITAL (a) Authorised 520,000,000 Ordinary shares of 50 kobo each 260,000 ========== 260,000 ======== 260,000 ======== 260,000 ======== 260,000 =========

(b) Allotted, Called-up and fully paid 512,914,681 Ordinary shares of 50 kobo each

256,457 ==========

256,457 ========

256,457 ========

256,457 ========

256,457 ========

8.

SHARE PREMIUM Balance at 31 December 229,254 ======== 229,254 ========== 229,254 ======== 229,254 ======== 229,254 ========

9.

CAPITAL RESERVE Accretion on revalued land and buildings

121,225 ========

121,225 ==========

121,225 =======

121,225 ========

121,225 ========

10.

TURNOVER Turnover's wholly derived from Nigeria in respect of sale of beer and malt drinks. 313,048 ======== 401,399 ========== 594,704 ======= 452,001 ======== 453,732 ========

INTERNATIONAL BREWERIES PLC

36

FINANCIAL INFORMATION (CONTD)


NOTES TO THE FINANCIAL STATEMENTS 2006 OPERATING LOSS (a) This is arrived at after charging Depreciation of fixed assets Directors' emoluments; Fees Salary and allowances Auditors remuneration 57,528 19,227 2,977 ======== 52,314 13,729 2,000 ======== 48,155 282 300 800 ======= 33,786 282 371 800 ======== 15,985 282 570 800 ======== N'000 2005 N'000 2004 N'000 2003 N'000 2002 N'000

11.

(b) Emoluments of directors (i) The highest paid directors' emoluments totalled (ii) The Chairman's emoluments totalled (iii) Other directors received emoluments in the following ranges Below N10,000 N10,001 to N20,000 N20,001 to N30,000 N30,001 to N40,000 N40,001 to N50,000 N50,001 to N60,000 N60,001 to N70,000 Above N70,000 None of the non-executive directors received emoluments during the period. (c) Staff cost and particulars (i) The average number of persons employed (excluding directors) was as follows: Management staff Supervisory staff Junior staff

19,227 ========

13,729 =======

342 ========

358 ======== -

365

========

Number =====

Number =====

Number 8 =====

Number 3 4 1 =====

Number 3 4 1 =====

Number 62 73 95 ____ 230 ==== N'000

Number 65 73 96 ____ 234 ==== N'000

Number 71 78 101 ____ 250 ==== N'000

Number 73 87 112 ____ 272 ==== N'000

Number 78 92 120 ____ 290 ==== N'000

(ii) The aggregate payroll costs of the employees amounted to Wages and salaries including bonus Contributions to pension scheme

193,866,672 8,259,842 ____________ 202,126,514 ============

240,338 11,502 _________ 251,840 =========

247,095 19,315 ________ 266,410 ========

204,755 18,686 ________ 223,441 ========

167,130 13,348 ________ 180,478 ========

INTERNATIONAL BREWERIES PLC

37

FINANCIAL INFORMATION (CONTD)

(iii) The number of employees in receipt of annual emoluments within the following ranges are: Below N460,000 N461,000 - N600,000 N601,000 - N740,000 N741,000 - N880,000 N881,000 - N1,000,000 N1,001,000 - N1,200,000 N1,201,000 - N1,400,000 N1,401,000 - N1,600,000 N1,601,000 - N1,800,000 N1,801,000 - N2,000,000 N2,001,000 - N2,200,000

2006 N'000 Number 6 132 30 4 16 25 10 6 1 ______ 230 ======

2005 N'000 Number 121 48 13 9 30 12 1 ______ 234 ======

2004 N'000 Number 128 51 14 11 30 13 1 2 ______ 250 ======

2003 N'000 Number 193 7 21 33 13 2 1 2 ______ 272 ======

2002 N'000 Number ______ ======

INTERNATIONAL BREWERIES PLC

38

FINANCIAL INFORMATION (CONTD)


NOTES TO THE FINANCIAL STATEMENTS

2006 N'000 12. INTEREST PAYABLE AND SIMILAR CHARGES On overdrafts and other shortterm facilities

2005 N'000

2004 N'000

2003 N'000

2002 N'000

3,141 =======

2,535 ======

5,879 ======

13,211 ======

21,354 ======

13.

EXCEPTIONAL ITEMS Exchange gain/(loss) (36,547) Staff gratuities (106,464) ________ (143,011) ======== (426,591) _________ (370,847) ========= (28,645) ________ (191,178) ======== 22,938 ________ 22,938 ======== 28,543 ________ 28,543 ======== 55,744 (162,533) -

Exchange gain/(loss) arose from translating the balances due to associated companies in foreign currencies at the exchange rate prevailing at the balance sheet date, while staff gratuities represent terminal benefits payable to employees retiring, resigning or from dismissal. Included in staff gratuities for the period is an accrual of dues for cumulative staff terminal benefits for staff currently in employment.

14.

GUARANTEES AND OTHER FINANCIAL COMMITMENTS The directors are of the opinion that all known liabilities and commitments have been taken into account in the preparation of these financial statements.

15.

POST BALANCE SHEET EVENTS In December 2006, 76 of the company's employees were laid off and paid all their entitlements. The staff gratuities, terminal benefits and other amounts were paid to the departing staff totalling N328 million and which was paid in January 2007 form part of the liabilities accrued for in these financial statements (Note 6 'b').

16.

APPROVAL OF FINANCIAL STATEMENTS These financial statements were approved by the Board of Directors of the company on

2006 12/2/2007

2005 30/3/2006

2004 7/12/2005

2003 22/7/2004

2002 13/5/2004

17.

AUDITED FINANCIAL STATEMENTS No audited financial statements have been prepared subsequent to the year ended 31 December, 2006.

INTERNATIONAL BREWERIES PLC

39

STATUTORY AND GENERAL INFORMATION (CONTD)


1.0 Incorporation and Share Capital History

International Breweries Plc was incorporated as a private limited liability company on 22 December, 1971 and became a public limited liability company on 26 April 1994. As at the date of this Prospectus the Company had an authorised share capital of N1,500,000,000 and a paid up capital of N256,457,341. The initial share capital on incorporation and subsequent changes therein are as follows:Date Authorised (N) Increase 1971 1978 1980 1981 1981 1982 1982 1983 1985 1986 1988 1989 1991 1992 1993 1994 1995 1996 1998 1999 2001 2002 2007 1,000,000 2,500,000 2,000,000 5,000,000 5,000,000 30,000,000 100,000,000 110,000,000 1,240,000,000 Cumulative 4,500,000 5,500,000 5,500,000 8,000,000 8,000,000 8,000,000 10,000,000 10,000,000 15,000,000 15,000,000 20,000,000 20,000,000 50,000,000 50,000,000 50,000,000 150,000,000 150,000,000 150,000,000 150,000,000 150,000,000 260,000,000 260,000,000 1,500,000,000 Issued & Fully Paid-up (N) Increase 1,000,000 1,300,000 1,100,000 100,000 1,000,000 1,000,000 2,000,000 3,000,000 3,000,000 2,000,000 5,000,000 15,841,770 2,709,846 2,496,000 51,867,000 204,000 213,000 51,608,000 60,384 106,457,341 Cumulative 4,500,000 4,500,000 5,500,000 6,800,000 7,900,000 8,000,000 9,000,000 10,000,000 12,000,000 15,000,000 18,000,000 20,000,000 25,000,000 40,841,770 43,551,616 46,047,616 97,914,616 98,118,616 98,331,616 149,939,616 150,000,000 256,457,341 256,457,341 Cash Cash Bonus Cash Bonus Bonus Bonus Bonus Bonus Bonus Bonus Cash Cash Cash Cash Cash Cash Cash Cash Cash Cash Consideration

2.0

Shareholding Structure As at 31th December 2006, the fully paid Ordinary share capital of the Company was N256, 457,341 made up of 512,916,681 Ordinary shares of 50k each and were wholly held as follows.
SHAREHOLDER Brauhaase International Management GmbH Newco Investment Company Limited Other Nigerian Investors No of Ordinary Shares Held 307,814,785 55,835,295 149,266,601 512,916,681 % 60.01 10.89 29.10 100

INTERNATIONAL BREWERIES PLC

40

STATUTORY AND GENERAL INFORMATION (CONTD)


3.0 Directors Interests

The direct and indirect interests of the Directors of International Breweries Plc in the issued share capital of the Company as recorded in the Register of Members as at 31th December 2006 were as follows:
Director Mr. F. Awomolo** Mr. A.S Omole Mr. Christoph Steinwehe* Otunba Michael O. Daramola Mr. Joachim Haase* Mr. Georg Munde* Mr. Detlef Srugis* Direct 25,000 Indirect 55,835,295 307,814,785 % 10.89 0.005 60.01 -

*Brauhaase International Management GmbH which holds 307,814,785 ordinary shares is represented on the Board by Mr. C Steinwehe, Mr. J Haase, Mr. G Munde and Mr. D Srugis. **Newco Investment Company Limited which holds 55,835,295 ordinary shares is represented on the Board by Mr. F. Awomolo.

4.0

Indebtedness

As at 31st December, 2006, the Company had a short term loan of N532million which was granted by the parent Company (Brauhaase International Management GmbH). Apart from these the Company had no outstanding debentures, mortgages, charges or similar indebtedness or material contingent liabilities other than in the ordinary course of business. However, the Company has contingent liabilities amounting to N11,999,316.35 from suits pending against the Company and N65,000,000 bridging facility repayable from the proceeds of this Offer. As at 31st December, 2006, the date of the latest audited accounts, the Company had no Subsidiary.
Subsidiaries and Associated Companies

5.0

6.0

Extracts from the Articles of Association TRANSFER OF SHARES

3.

Any member may transfer all or any of his shares by instruments in writing in the usual common form or any other form which the Directors may approve, and unless and until otherwise provided by statute, such transfer shall be signed by or on behalf of the transferor and transferee. Provided that the transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the Register of Members in respect thereof. No fee shall be payable in respect of the registration of any transfer. The Company shall provide a book to be called the Share Register which shall be kept by the Secretary under the control of the Directors and in which shall be entered the particulars of every transfer or transmission of every share. The registration of transfers may be suspended 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 thirty days in any year. TRANSMISSION OF SHARES

4.

5.

6.

In the case of death of a member, the survivor or survivors, where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole holder, shall be the only person recognized by the Company as having any title to his interest in the shares; but nothing herein contained shall release the estate of the deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons.

INTERNATIONAL BREWERIES PLC

41

STATUTORY AND GENERAL INFORMATION (CONTD)


7. Any person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such evidence being produced as may from time to time properly be required by the Directors and subject as hereinafter provided, elect either to be registered himself as holder of the share or to have some person nominated by him registered as the transferee thereof. If the person so becoming entitled shall elect to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he elects to have another person registered, he shall testify his election to the transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid, as if the death or bankruptcy of the member had not occurred and the notice of transfer were a transfer signed by that member. A person becoming entitled to a share by reason of the death or bankruptcy of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a member in respect of the shares, be entitled in respect of it to exercise any rights conferred by membership in relation to meetings of the Company. Provided always that the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share and if the notice is not complied with within ninety days, the Directors may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the shares until the requirement of the notice have been complied with. ALTERATION OF CAPITAL 10. 11. The Company may from time to time, by ordinary resolution, increase the share capital by such sum to be divided into shares of such amount, as the resolution shall prescribe. Subject to any directive to the contrary that may be given by the Company in general meeting, all new shares shall, before issue be offered to the existing members in proportion as nearly as the circumstances admit to the amount of the respective shareholding. The offer shall be made by notice specifying the number of shares offered and limiting a time within which the offer, if not accepted will be deemed to be declined and after the expiration of that time or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the Directors may dispose of the same in such manner as they think most beneficial to the Company. They may likewise so dispose of any new shares which by reason of the ratio which the new shares bear to the shares held by the existing members cannot, in the opinion of the Directors be conveniently offered under this Article. The Company may, by Ordinary Resolution: (a) (b) Consolidate and divide all or any of its Share Capital into shares of larger amount than its existing shares. Sub-divide its existing shares, or any of them, into shares of smaller amount than is fixed by the Memorandum of Association, subject nevertheless, to the provisions of Section 100(1) (c) of the Act. Cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person.

8.

9.

12.

(c) 13.

The Company may by special resolution reduce its share capital, any capital redemption reserve fund or any shares premium account in any manner and with, and subject to, any incident authorized, and consent required by law.

INTERNATIONAL BREWERIES PLC

42

STATUTORY AND GENERAL INFORMATION (CONTD)


GENERAL MEETINGS 17. The Company shall, in each calendar year hold a general meeting as its Annual General Meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notice calling it; and not more than fifteen months shall elapse between the date of one Annual General Meeting of the Company and that of the next. The Annual General Meeting shall be held at such time and place as the Directors shall appoint. All general meetings other than Annual General Meetings shall be called Extraordinary General Meetings, and all such meetings shall be held in Nigeria. The Directors may, whenever they think fit, convene an Extraordinary General Meeting and Extraordinary General Meetings shall also be convened on such requisition or in default, may be convened by such requisitionists, as provided by Section 215(2) of the Act. If at any time there are not within Nigeria sufficient Directors capable of acting to form a quorum, any Director or any members of the Company may convene an Extraordinary General Meeting in the same manner as nearly as possible as that in; which meetings may be convened by the Directors. NOTICE OF GENERAL MEETINGS 20. An Annual General Meeting and a meeting called for the passing of a special resolution shall be called by twenty-one (21) days notice in writing at the least, and a meeting of the Company other than an Annual General Meeting or a meeting of the passing of a Special Resolution, shall be called by twenty-one (21) days notice in writing at the least, provided, however, that all notices to shareholders of the Company whose addressed are outside Nigeria must be sent by a reputable international courier company. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given and shall specify the place, the day and hour of the meeting and, in the case of special business, the general nature of that business, and shall be given, in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company in General Meeting, to such persons as are, under the regulations of the Company entitled to receive such notices from the Company. Provided that a meeting of the Company shall, notwithstanding that it is called by shorter notice than that specified in this regulation, be deemed to have been duly called if it is so agreed by all the members entitled to attend and vote thereat. 21. The accidental omission to give notice of a meeting to or the non-receipt of notice of a meeting by any person entitled to receive notice shall not invalidate the proceedings at that meeting. A member entitled to attend and vote at a meeting may appoint a proxy to attend and vote on his behalf. PROCEEDINGS AT GENERAL MEETINGS 23. All business shall be deemed special, that is, transacted at an Extraordinary General Meeting, and also all that is transacted at an Annual General Meeting, with the exception of the declaration of dividend, the consideration of the accounts, balance sheets, and the reports of the Directors and Auditors, the election and remuneration of Directors, the election of members of the Audit Committee, and the authorization of the Directors to fix the remuneration of the Auditors. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; but in any other case, it shall be adjourned to the same day in the next week, at the same time and place or to such other day and at such other time and place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for meeting, the members present shall be a quorum.

18. 19.

22.

24.

INTERNATIONAL BREWERIES PLC

43

STATUTORY AND GENERAL INFORMATION (CONTD)


25. The Chairman, if any, of the Board of Directors shall preside as Chairman at every general meeting of the Company, or if he is not within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the Directors present shall elect one of their numbers to be Chairman of the meeting. If at any meeting, no Director is willing to act as Chairman or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their number to be Chairman of the meeting. The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, a notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. VOTES OF MEMBERS 28. At any General Meeting, a resolution put to vote of the meeting shall be decided on a show of hands unless before or on the declaration of the result of the show of hands, a poll is demanded by: (a) (b) 29. 30. 31. The Chairman where he is a shareholder or proxy. By one or more members entitled to vote at such meeting present in person or by proxy and representing not less than one-tenth of the total voting rights.

26.

27.

Subject to the provisions of Articles 22 hereof, no person other than a member shall be entitled to vote at any general meeting. On a poll, votes may be given either personally or by proxy and shall have one vote for each share held by him in the Company. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. QUORUM

32.

No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Save as herein otherwise provided, one-third of the total number of members of the Company or twenty-five members (whichever is less) present in person or by proxy shall be a quorum. CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

33.

Any Corporation which is a member of the Company may, by resolution of its Directors or other governing body authorize such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company, and the person so authorized shall be entitled to exercise same powers on behalf of the Corporation which he represents as that Corporation could exercise if it were an individual member of the Company. DIRECTORS Unless and until otherwise determined by the Company in general meeting, the number of Directors shall not be less than five nor more than ten. The Company may from time to time by Ordinary Resolution increase or reduce the number of Directors. No Director or Alternate Director shall be required to hold any qualification share.

34.

35.

INTERNATIONAL BREWERIES PLC

44

STATUTORY AND GENERAL INFORMATION (CONTD)


36. The remuneration of the Directors shall from time to time be determined by the Company in general meeting. Such remuneration shall be deemed to accrue from day to day. The Directors may also be paid all traveling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Directors or any Committees of the Directors or general meetings of the Company or in connection with the business of the Company. A Director of the Company may be or become a Director or other officer of, or otherwise interested in any company promoted by the Company or in which the Company may be interested as shareholder or otherwise and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a Director or Officer of, or from his interest in, such other company unless the Company otherwise directs.
Claims and Litigation

37.

7.0

The Company in its ordinary course of business is presently involved in five (5) suits, four (4) of which were instituted against the Company whilst one (1) suit was instituted by the Company. The total amounts claimed in the 4 suits instituted against the Company is estimated at N11,999,316.35, whilst the total amount claimed in the suit instituted by the Company is N8,901,728.06. However, the Solicitors to the Offer are of the opinion that the claims against the Company will not in any way have fundamental or material adverse on the proposed Offer and the Company. The Directors are of the opinion that none of the aforementioned cases is likely to have any material adverse effect on the Company or the Offer, and are not aware of any other pending claims or litigation.
8.0 Estimated costs and expenses of Offer

The costs and expenses of making this Offer including the fees payable to the Securities and Exchange Commission, The Nigerian Stock Exchange, the Issuing Houses, Stockbrokers, Legal and Accountancy fees, Brokerage Commission, Publicity and Advertising expenses which are estimated at N 73,965,100 representing 5.31% of the total proceeds of the Offer, are payable by the Company. 9.0 Mergers and Acquisition The Company has no plans in the foreseeable future to enter into any mergers and acquisiton. 10.0 (A) Declarations Except as otherwise disclosed in the Prospectus: (a) (b) (c) (d) (e) (f) No share of the Company is under option or agreed conditionally or unconditionally to be put under option No commissions, brokerages or other special terms have been granted by the Company to any person in connection with the Offer or sale of any share of the Company Save as disclosed herein, the Directors of the Company have not been informed of any holding representing 5% or more of the issued share capital of the Company There are no material service agreements between the Company or any of its Directors and employees other than in the ordinary course of business 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 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

INTERNATIONAL BREWERIES PLC

45

STATUTORY AND GENERAL INFORMATION (CONTD)


10.1 (B) 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 the December 31, 2006: (a) None of the above is under any bankruptcy or insolvency proceedings in any court of law (b) None of them has been convicted in any criminal proceeding; (c) None of them is the subject of any order, judgement or ruling of any court of competent Jurisdiction or regulatory body relating to fraud or dishonesty. 11.0 Status of Unpaid/Unclaimed Dividend The Company has not paid any dividend in the past five years hence there are no outstanding dividends. 12.0 Contingent Liabilities/ Off Balance Sheet Items As at 31st December, 2006, the Company has contingent liabilities amounting N11,999,316.35 from suits pending against it but has no off balance sheet items.
13.0 Material Contracts

to

The following agreement has been entered into and is considered material to this Offer: I. A Technical Service Agreement dated 21st November 1995, between International Breweries Plc and Brauhaase International Management GmbH of Germany, under which the latter has agreed to provide technical services to the former. A Vending Agreement dated 28th August, 2007 between International Breweries Plc on the one Part and Sterling Capital Markets Limited (Issuing House) on the other part under which the Issuing House has agreed to offer on behalf of the Company 1,600,000,000 ordinary shares of 50k by way of Offer for Subscription at 87k per share. An Underwriting agreement dated 28th August 2007 under the terms of which Sterling Capital Markets Limited has agreed to underwrite 80% of the Offer, amounting to 1,280,000,000 Ordinary shares, on a firm basis. A bridging loan agreement dated 23rd March 2007 under the terms of which Sterling Capital Markets Limited has agreed to arrange a bridging loan facility for the Company. Save as stated above, the Company has not entered into any other material contract except in the ordinary course of business.
14.0 Relationship between the Issuer, Issuing house and other Advisers

II.

III.

IV.

As at the date of this prospectus, there is no relationship between International Breweries Plc and its advisers except in the ordinary course of business. 15.0 COMPLIANCE WITH THE CODE OF CORPORATE GOVERNANCE The Company recognizes the importance of an effective Corporate Governance that seeks to provide for the best practices to be followed by the Company in the exercise of the power over the strategic direction to be pursued, the supervision of the executive actions, transparency, accountability and regulatory compliance. We provide below the extent of compliance by the Company with the code of best practices on corporate governance. Responsibility of the Board of Directors The Company is compliant with all the duties and responsibilities stated under Parts A to C of the Code.

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STATUTORY AND GENERAL INFORMATION (CONTD)


Composition of the Board of Directors The Board of Directors of the Company is composed of 7 Directors, 6 of whom are non-executive Directors. The Board members are professionals and businessmen with vast experience and credible track records. The Board has a formal schedule of matters specifically reserved for it to ensure that the direction and control of the Company is firmly in its hands. Chairman and CEO Positions The position of the Chairman is separate from that of the Chief Executive. The Chairman is not involved in the day-to-day operations of the Company and is not a member of any sub-committee of the Board. Proceedings and frequency of meetings The Board meets regularly and sufficient notices with clear agenda/report are given ahead of such meetings. All Directors have access to the Company Secretary who can only be appointed or removed by the Board and is also responsible to the Board. Non-Executive Directors Non-Executive Directors are not dependent on the Company for their income other than for their Directors fees and allowances. The non-executive Directors are independent and are not involved in business relationships with the Company that could hinder or encumber their independent judgement. The Non-Executive Directors retire by rotation at the Annual General Meeting and are eligible for reelection. Directors Remuneration The remuneration of the Executive Director is fixed by the Board and full and clear disclosure of the Directors remuneration is always provided. The Directors agreed two years ago to suspend payment of their fees and allowances until the Company returns to profitability Reporting and Control The Board is responsible for and ensures that proper financial reporting, as well as establishment of strong internal control procedures, are in place. There is a Board Audit Committee comprising nonexecutive Directors and representatives of the shareholders. The Audit Committee is chaired by one of the representatives of shareholders. Shareholders Rights & Privileges The Directors ensure that shareholders statutory and general rights are protected at all times. Shareholders are responsible for electing the Directors at the Annual General Meetings for which at least notice of 21 days has been given before the meeting.

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STATUTORY AND GENERAL INFORMATION (CONTD)


16.0 Consents

The following have given and not withdrawn their written consents to the issue of this Prospectus with their names and reports (where applicable) included in the form and context in which they appear: The Directors of International Breweries Plc DTT Services Ltd Sterling Capital Markets Limited GTI Capital Ltd Oyelami Soetan Adeleke & Co Balogun Badejo & Co Zeal Firstfruits Chambers Yusuf D. Jengwe & Co UBA Registrars Limited Oceanic International Bank Plc
17.0 Documents Available for Inspection

Company Secretary Issuing House Stockbroker to the Offer Auditors to the Company Reporting Accountants Solicitors to the Company Solicitors to the Offer Registrars Receiving Bank

Copies of the following documents may be inspected at the office of Sterling Capital Markets Limited, 67 Marina, Lagos from 8.00 a.m to 5.00p.m on any weekday (except public holidays):

Certificate of Incorporation of the Company. Certificate of increase in Share Capital Memorandum and Articles of Association of the Company. The material contracts referred to in section 13 above. Reporting Accountants Report on the audited accounts of the Company for the five years ended 31st December 2006 i.e. (Years 2002-2006) and the Profit Forecast of the Company for the years ending 31st December, 2007, 2008 and 2009. Copy of the Board Resolution authorising the Offer for Subscription. February, 2007 approving the Offer for Subscription.

Copy of the resolution of the shareholders at the Annual General Meeting held on 12th
Letter from the Securities & Exchange Commission approving the Offer for Subscription. List of claims and litigations referred to in section 7 above. Letter from The Nigerian Stock Exchange approving the Offer and for the listing of the shares. Audited Accounts of the Company for the years ended 31st December 2002 to 2006. Prospectus detailing the Offer. The Vending Agreement in respect of the Offer The Underwriting Agreement in respect of the Offer Consents of Parties referred to in section 15 above.

INTERNATIONAL BREWERIES PLC

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PROCEDURE FOR APPLICATION AND ALLOTMENT


1.0 APPLICATION

1.1
1.2

The general investing public is hereby invited to apply for the shares through any of the Receiving Agents listed on Page 50. Applications for the shares must be made in accordance with the instructions set out at the back of the application form. Care must be taken to follow these instructions, as applications, which do not comply, will be rejected. The Application List for the shares will be open from 31st August, 2007 to 28th September, 2007. Applications must be for a minimum of 1,000 shares and in multiples of 100 thereafter. The number of shares for which an application is made and the value of the cheque or bank draft attached should be entered in the boxes provided. A single applicant should sign the declaration and write his/her full names, address, daytime telephone number and occupation in item 1 on the application form. Item 2 should be used by joint applicants. A corporate applicant should affix its seal in the box and state its Incorporation (RC) Number or in the case of a corporate foreign subscriber its appropriate identification number in the jurisdiction in which it was constituted. Each application should be forwarded together with the cheque or bank draft for the full amount of the purchase price to any of the Receiving Agents listed on Page 50. The cheque or draft must be drawn on a bank in the same town or city in which the Receiving Agent is located and crossed IB PLC OFFER with the name, address and daytime telephone number of the applicant written on the back. All cheques and drafts will be presented upon receipt and all applications in respect of which cheques are returned unpaid will be rejected and returned through registered post. Foreign currency subscribers are advised to contact the Receiving Banker, for the applicable US Dollar exchange rate on the day the remittance is being effected.

1.3

1.4

1.5

1.6

2.0

ALLOTMENT Sterling Capital Markets Limited and the Directors of the Company reserve the right to accept or reject any application in whole or in part. The allotment proposal will be subject to the clearance of the Securities & Exchange Commission. All irregular or suspected multiple applications will be rejected.

3.0

APPLICATION MONIES The Receiving Bank pending allotment will retain all application monies in a separate interest bearing bank account. If any application is not accepted, or is accepted for fewer shares than the number applied for, a crossed cheque for the full amount and accrued interest or the balance of the amount paid (as the case may be) will be returned by registered post within five (5) working days of allotment. A share certificate will be sent by registered post not later than fifteen (15) working days from the date of allotment. For subscribers who have indicated their CSCS number on the form, their accounts will be credited with the number of shares allotted to them.

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RECEIVING AGENTS
Application Forms may be obtained free of charge from any of the following Receiving Agents registered as market operators by SEC, to whom brokerage will be paid at the rate of N1.00 per N100.00 worth of shares allotted in respect of applications bearing their official stamps. The Issuing Houses cannot accept responsibility for the conduct of any of the Agents listed below. Investors are therefore advised to conduct their own enquiries before choosing an agent to act on their behalf. Evidence of lodgement of funds at any of the Receiving Agents listed below, in the absence of corresponding evidence of receipt by the Issuing Houses, cannot give rise to a liability on the part of the Issuing Houses under any circumstances. BANKS
Access Bank Plc Afribank Nigeria Plc Diamond Bank Plc Eco Bank Plc Equitorial Trust Bank Plc Fidelity Bank Plc First Bank of Nigeria Plc First City Monument Bank Plc First Inland Bank Plc Guaranty Trust Bank Plc Intercontinental Bank Plc IBTC Chartered Bank Plc Oceanic Bank International Plc PlatinumHabib Bank Plc Nigerian International Bank Limited Skye Bank Plc Spring Bank Plc Sterling Bank Plc Stanbic Bank Limited Standard Chartered Bank Limited United Bank of Africa Plc Union Bank of Nigeria Plc Unity Bank Plc Wema Bank Plc Zenith Bank Plc

STOCKBROKERS AND OTHERS


Adamawa Securities Ltd Adonai Stockbrokers Ltd AIL Securities Ltd Alangrange Securities Ltd Allbond Investments Ltd Alltrade Securities Ltd Alliance Capital Management Ltd AMYN Investments Ltd Asset & Resource Management Ltd Anchoria Investment & Securities Ltd APT Securities & Fund Ltd Aquila Capital Limited Bacad Finance & Investment Co Ltd Beaver Securities Ltd Bestworth Assets & Trust Ltd BFCL Assets & Investment Ltd BGL Securities Ltd BIC Securities Ltd BSD Securities Ltd Capital Assets Ltd Capital Trust Brokers Capital Express Securities Ltd Century Securities Ltd Calyx Securities Ltd Cash Craft Asset Management Ltd. Capital Bancorp Ltd Cashville Investments & Securities Ltd. Centre-Point Investment Ltd City Investment Management Ltd City Securities Ltd City-Code Trust & Investments Ltd Consolidated Investment Ltd Cooper Flemming Stockbrokers Ltd Core Trust & Investment Ltd Cradle Trust Finance Limited Crane Securities Ltd Crossworld Securities Ltd Clearview Investment Co Ltd Counters Trust Securities Ltd CSL Stockbrokers Ltd DakaL Securities Ltd DBSL Securities Ltd De-Lords Securities Ltd Denham Management Ltd Dependable Securities Ltd Dominion Trust Ltd Dynamic Portfolios Ltd Emerging Capital Ltd Empire Securities Ltd Euro Comm Securities Ltd Express Portfolio Services Ltd Falcon Securities Ltd F & C Securities Ltd Fidelity Union Securities Ltd Fidelity Finance Ltd Financial Derivatives Ltd Financial Equities Ltd Financial Trust Co Ltd Finmal Finance Company Ltd First Equity Securities Ltd First Stockbrokers Ltd Folu Securities Ltd Foresight Securities & Investment Ltd Forte Asset Management Ltd Forthright Securities & Investments Ltd Fountain Securities Ltd Future View Financial Services Ltd Genesis Securities Ltd. Gidauniya Investment & Securities Ltd Global Assets Management Limited Global Capital Market Ltd Golden Securities Ltd Great Africa Trust Ltd Greenwich Trust Ltd GTI Capital Ltd Hedge Securities & Investments Ltd Heritage Investment & Securities Ltd Horizon Stockbrokers Ltd IBTC Asset Management Ltd IBN Securities Ltd ICON Stockbroker Ltd IMB Morgan Plc Indemnity Finance Ltd Independent Securities Ltd Integrated Trust & Investments Ltd Intercontinental Securities Ltd International Capital Securities Ltd International Standard Securities Ltd Intercontinental Capital Markets Ltd Interstate Securities Ltd Investors & Trust Co Ltd Jamkol Investments Ltd Jenkins Investment Ltd Kinley Securities Ltd Kundila Finance Services Ltd LB Securities Ltd Lead Securities & Investment Ltd Lighthouse Asset Management Ltd Lion Stockbrokers Ltd Lynac Securities Ltd Magnartis Fin & Inv Ltd Mainland Trust Ltd Maninvest Securities Ltd Marina Securities Ltd Marriot Securities Limited MBC Securities Ltd Mega Equities Ltd Mercov Securities Ltd M & F Investment Ltd Molten Trust Ltd Mutual Alliance Investment & Securities Ltd Midas Stockbrokers Ltd Midlands Investment & Trust Co. Ltd Mission Securities Ltd Morgan Trust & Asset Management Ltd Mountain Investment & Securities Ltd Newdevco Finance Securities Ltd Niche Securities Ltd Nigerian Stockbrokers Ltd Networth Securities & Finance Ltd Nova Finance & Securities Ltd Options Securities Ltd OMF Securities & Finance Ltd Partnership Investment Co. Ltd Peninisula Assets Management & Inv Co Ltd Pine Fields Investment Services Ltd PIPC Securities Ltd Peak Securities Ltd Perfection Securities & Investment Ltd PIPC Securities Ltd Platinum Capital Ltd Premium Securities Ltd Professional Stockbroker Ltd Profund Securities Ltd Prominent Securities Ltd PSL Limited P.S.I. Securities Ltd Rainbow Securities & Investment Co. Ltd Riverside Trust Limited Royal Crest Finance Ltd Sanbros Trust & Securities Ltd Securities Solutions Ltd Security Swaps Ltd Shallom Investment & Securities Ltd Sigma Securities Ltd Silver Financial Services Ltd Smadac Securities Ltd Solid-Rock Securities & Investment Ltd Springboard Trust & Investments Ltd Stanbic Equities Nigeria Ltd Summa Guaranty & Trust Co. Ltd Summit Finance Company Ltd Support Services Ltd Tiddo Universal Securities & Finance Ltd Tomil Trusts Ltd Topmost Finance & Investment s Ltd TRW Stockbrokers Ltd Transglobe Investment & Finance Co Ltd Trade Link Finance & Securities Ltd Tropics Securities Ltd Trust and Financial Services Ltd Trusthouse Investment Ltd Trust Yields Securities Ltd UBA Securities Ltd UIDC Securities Ltd UNEX Securities & Investment Ltd Union Stockbrokers Ltd Valmon Securities Ltd Valueline Securities & Investment Ltd Vetiva Capital Management Ltd Vision Trust & Investments Ltd WSTC Financial Services Ltd Yobe Investment Co. Ltd Zenith Securities Ltd Zuma Securities Ltd

INTERNATIONAL BREWERIES PLC

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This document is important and should be read carefully. If you are in any doubt about its content or the action to take, kindly consult your Stockbroker, Accountant, Banker, Solicitor or any other professional adviser for guidance immediately.

APPLICATION FORM
CSCS Number Name of Stockbroker

Application List Opens 31st August 2007

Offer for Subscription of 1,600,000,000 Ordinary Shares of 50k each At 87k per share ISSUING HOUSE

PAYABLE IN FULL ON APPLICATION

Application List Closes 28th September 2007

Aplications must be made in accordance with the instructions set on the back of this application form. Care must be taken to follow these instructions as applications that do not comply may be rejected DECLARATION I/We am/are 18 years of age or over I/We attach the amount payable for the number of shares in International Breweries Plc I/Weauthorise you to send a share certificate and/or cheque for any amount at 87k per share. I/We agree to accept the same or say smaller number of shares overpaid by Registered post at my/our address given below and to in respect of which allotment may be made upon the terms of the Prospectus and procure registration in my/our name as the holder(s) of such number of shares subject to the Memorandum and Article of Association of International Breweries Plc. or such smaller number, as aforesaid. I/We declare that I/We have read a copy of the Prospectus for the Offer dated 28th August 2007 issued by Sterling Capital Markets Limited on behalf of International Breweries Plc GUIDE TO APPLICATION Number of units applied for 1,000 minimum Subsequent multiples of 100 Amt payable N870.00 N87.00

Number of Units Applied for

Value of units applied for/amount paid

PLEASE COMPLETE IN BLOCK LETTERS AND IN BLACK INK INDIVIDUAL/CORPORATE APPLICANTS Surname / Companys Name Title: Mr. Mrs. Others

Other Names (for individual applicant only)

Full Postal Address

City

State

Land Phone Number

Mobile (GSM) Phone Number

Next of Kin

JOINT APPLICANT Surname

Title:

Mr. :

Mrs.:

Miss:

Other Names

Name of Bank ----------------------------------------------------------------------------------------------Bank Account No. ----------------------------------------------------------------------

Branch-------------------------------------------------------------------------------------

Signature Thumbprint

or

Signature Thumbprint

or

Company Seal/Incorporation Number (Corporate Applicant)

Receiving Agents Stamp

INTERNATIONAL BREWERIES PLC

INSTRUCTIONS FOR COMPLETING THE APPLICATION FORM


1.
2. Applications should be made only on the Application Form or Photostat or scanned copies of the Application Form. Applications must not be for less than the minimum number of shares stated on the Application Form. Applications for more than the minimum number of shares must be in the multiples stated on the Application Form. The number of ordinary shares for which an application is made and the amount of the cheque or bank draft attached should be entered in the boxes provided. The Application Form when completed should be lodged with any of the Receiving Agents listed on Page 14. Applications must be accompanied by a cheque or bank draft made payable to the Receiving Agent to whom the application is submitted, for the full amount payable on application. The cheque or draft must be drawn on a bank in the same town or city in which the Receiving Agent is located and crossed IB PLC OFFER with the name, address and daytime telephone number of the applicant written on the back. All bank commissions and transfer charges must be prepaid by the applicant. All cheques and drafts will be presented upon receipt and all applications in respect of which cheques are returned unpaid will be rejected. The applicant should make only one application, whether in his own name or in the name of a nominee. Multiple or suspected multiple applications will be rejected. Joint applicants must all sign the Application Form. An application from a group of individuals should be made in the names of those individuals with no mention of the name of the group. An application by a firm which is not registered under the Companies and Allied Matters Act 1990 should be made either in the name of the proprietor or in the names of the individual partners. In neither case should the name of the firm be mentioned. An application from a corporate body must bear the corporate bodys seal and be completed under the hand of a duly authorised official. An application from a pension or provident fund must be in the name of each individual trustee unless the trustee is a limited liability company. An application by an illiterate should bear his/her right thumbprint on the Application Form and be witnessed by an official of the Bank or stockbroker at which the application is lodged who must first have explained the meaning and effect of the Application Form to the illiterate in his/her own language. Above the thumbprint of the illiterate, the witness must record in writing that he/she has given this explanation to the illiterate in a language understandable to him/her and that the illiterate appeared to have understood same before affixing his/her thumb impression. The applicant should not print his/her signature. If he/she is unable to sign in the normal manner he/she should be treated for the purpose of this Offer as an illiterate and his right thumbprint should be clearly impressed on the Application Form.

3.

4. 5. 6.

7. 8. 9.

10.

APPLICATION FORM INTERNATIONAL BREWERIES PLC

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