Bond Heineken Holding 3.5% ( XS1024136282 ) in EUR

Issuer Heineken Holding
Market price 100 %  ▼ 
Country  Netherlands
ISIN code  XS1024136282 ( in EUR )
Interest rate 3.5% per year ( payment 1 time a year)
Maturity 30/07/2029 - Bond has expired



Prospectus brochure of the bond Heineken NV XS1024136282 in EUR 3.5%, expired


Minimal amount /
Total amount /
Detailed description Heineken NV is a Dutch multinational brewing company, headquartered in Amsterdam, known for its namesake Heineken Lager Beer and a portfolio of other international beer brands.

The Bond issued by Heineken Holding ( Netherlands ) , in EUR, with the ISIN code XS1024136282, pays a coupon of 3.5% per year.
The coupons are paid 1 time per year and the Bond maturity is 30/07/2029







BASE PROSPECTUS
HEINEKEN N.V.
(incorporated with limited liability in the Netherlands)
20,000,000,000
Euro Medium Term Note Programme
Under this 20,000,000,000 Euro Medium Term Note Programme (the "Programme"), Heineken N.V. (the "Issuer" or "Heineken") may
from time to time issue notes (the "Notes") denominated in any currency agreed between the Issuer and the relevant Dealer(s) (as defined
below).
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the Programme" and any
additional Dealer appointed under the Programme from time to time by the Issuer (each a "Dealer" and together the "Dealers"), which
appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the "relevant Dealer" shall, in the
case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such
Notes.
This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF") as a base
prospectus issued in compliance with Regulation (EU) 2017/1129 (the "Prospectus Regulation") for the purpose of giving information with
regard to the issue of Notes under the Programme during the period of twelve months from the date hereof. The CSSF is the Luxembourg
competent authority for the purposes of the Prospectus Regulation and the Luxembourg Law dated 16 July 2019 relating to prospectuses
for securities, as amended (the "Prospectus Law"). By approving this Base Prospectus, the CSSF gives no undertaking as to the
economic or financial opportuneness of any transaction or the quality and solvency of the Issuer.
The CSSF has only approved this Base Prospectus as meeting the standards of completeness, comprehensibility and
consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer or
the quality of the Notes that are the subject of this Base Prospectus. Investors should make their own assessment as to the
suitability of investing in such Notes.
Application has been made for Notes issued under the Programme to be admitted during the period of twelve months from the date hereof
to listing on the Official List of the Luxembourg Stock Exchange and to trading on the regulated market of the Luxembourg Stock Exchange.
The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of Directive 2014/65/EU on markets in
financial instruments (as amended, "MiFID II").
Pursuant to Articles 12(1) and 21(8) of the Prospectus Regulation, this Base Prospectus will remain valid for a period of twelve (12) months
from the date on which the CSSF's approval is obtained and shall expire on 8 March 2022. Consequently, the obligation to supplement this
Base Prospectus in the event of significant new factors, material mistakes or material inaccuracies will not apply once this Base Prospectus
is no longer valid.
The Programme also permits Notes to be issued that will not be admitted to listing, trading and/or quotation by any competent authority,
stock exchange and/or quotation system or that may be admitted to listing, trading and/or quotation by such other or further competent
authorities, stock exchanges and/or quotation systems as may be agreed between the Issuer and the relevant Dealer(s).
The Notes have not been and will not be registered under the United States Securities Act of 1933 (as amended) (the "Securities Act") or
with any securities regulatory authority of any state or other jurisdiction of the United States. The Notes will be issued in bearer form and
are subject to U.S. tax law requirements. The Notes may not be offered, sold or delivered within the United States or to, or for the account
or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")) except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the Securities Act.
Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the ability of the
Issuer to fulfil its obligations under the Notes are discussed in the section "Risk Factors" below.
Notes issued under the Programme may be rated or unrated. Where a Tranche (as defined herein) of Notes is rated, its rating will be
specified in the applicable Final Terms along with confirmation of whether or not such rating will be issued by a credit rating agency
established in the European Union and registered under Regulation (EC) No 1060/2009 (as amended) (the "CRA Regulation"). The list of
registered and certified rating agencies published by the European Securities and Markets Authority ("ESMA") will appear on its website
(www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning
credit rating agency.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available
to any retail investor in the European Economic Area ("EEA"), the United Kingdom (the "UK") or anywhere else.
Interest and/or other amounts payable under the Notes may be calculated by reference to LIBOR, EURIBOR, SIBOR, SOR-VWAP or
TIBOR (each as defined in the Terms and Conditions of the Notes), as specified in the applicable Final Terms, which are provided by ICE
Benchmark Administration Limited ("IBA") (in the case of LIBOR), the European Money Markets Institute ("EMMI") (in the case of
EURIBOR), ABS Benchmarks Administration Co Pte. Ltd. ("ABS Co") (in the case of SIBOR and SOR-VWAP) and Ippan Shadan Hojin
JBA TIBOR Administration ("JBATA") (in the case of TIBOR). As at the date of this Base Prospectus, EMMI (as the administrator of
EURIBOR) and ABS Co (as the administrator of SIBOR and SOR-VWAP) are included on the register of administrators and benchmarks
(the "ESMA Benchmarks Register") established and maintained by ESMA pursuant to Article 36 of the Benchmark Regulation (Regulation
(EU) 2016/1011) (the "EU BMR") but not the register of administrators and benchmarks (the "UK Benchmark Register") established and
maintained by the UK Financial Conduct Authority (the "FCA") pursuant to Article 36 of the EU BMR as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018 ("EUWA") (the "UK BMR"). As at the date of this Base Prospectus, IBA (as the
administrator of LIBOR) does not appear on the ESMA Benchmark Register but is included in the UK Benchmark Register. As far as the
Issuer is aware, the transitional provisions in Article 51 of the EU BMR apply, such that IBA is not currently required to obtain authorisation
or registration (or, if located outside the EU, recognition, endorsement or equivalence). As at the date of this Base Prospectus, JBATA (as
administrator of TIBOR) does not appear on the ESMA Benchmark Register or the UK Benchmark Register. As far as the Issuer is aware,
the transitional provisions in Article 51 of the EU BMR apply, such that JBATA is not currently required to obtain authorisation or registration
(or, if located outside the European Union, recognition, endorsement or equivalence). As far as the Issuer is aware, the transitional
provisions in Article 51 of the UK BMR apply, such that JBATA is not currently required to obtain authorisation or registration (or, if located


outside the UK, recognition, endorsement or equivalence). Not every reference rate will fall within the scope of the EU BMR and/or the UK
BMR. Furthermore, transitional provisions in the EU BMR and/or UK BMR may have the result that the administrator of a particular
benchmark is not required to appear in the register of administrators and benchmarks at the date of the relevant Final Terms. The
registration status of any administrator under the EU BMR and/or the UK BMR is a matter of public record and, save where required by
applicable law, the Issuer does not intend to update any Final Terms to reflect any change in the registration status of the administrator.
Arranger
Credit Suisse
Dealers
ABN AMRO
Barclays
BNP PARIBAS
Citigroup
Credit Suisse
HSBC
ING
J.P. Morgan
8 March 2021
2


TABLE OF CONTENTS
Page
OVERVIEW OF THE PROGRAMME ............................................................................................................4
RISK FACTORS ............................................................................................................................................9
IMPORTANT NOTICES .............................................................................................................................. 22
SUITABILITY OF INVESTMENT ................................................................................................................ 25
INFORMATION INCORPORATED BY REFERENCE ............................................................................... 26
FORM OF THE NOTES .............................................................................................................................. 28
TERMS AND CONDITIONS OF THE NOTES ........................................................................................... 31
USE OF PROCEEDS ................................................................................................................................. 66
FORM OF FINAL TERMS .......................................................................................................................... 67
HEINEKEN N.V. ......................................................................................................................................... 81
TAXATION .................................................................................................................................................. 93
SUBSCRIPTION AND SALE ...................................................................................................................... 98
GENERAL INFORMATION ...................................................................................................................... 103
GLOSSARY .............................................................................................................................................. 106
INDEX OF DEFINED TERMS .................................................................................................................. 108
3


OVERVIEW OF THE PROGRAMME
The following overview does not purport to be complete and is taken from, and is qualified in its
entirety by, the remainder of this Base Prospectus and, in relation to the terms and conditions of any
particular Tranche of Notes, the applicable Final Terms. Heineken N.V. and any relevant Dealer may
agree that Notes shall be issued in a form other than that contemplated in the Terms and Conditions,
in which event, in the case of listed Notes only, a new Base Prospectus will be published.
This overview constitutes a general description of the Programme for the purposes of Article 25(1) of
Commission Delegated Regulation (EU) No 2019/980.
Words and expressions defined in "Terms and Conditions of the Notes" below or elsewhere in this Base
Prospectus have the same meanings in this overview.
Issuer:
Heineken N.V.
Issuer Legal Entity Identifier (LEI):
724500K5PTPSST86UQ23
Risk Factors:
There are certain factors that may affect the Issuer's ability to
fulfil its obligations under Notes issued under the Programme. In
addition, there are also certain factors which are material for the
purpose of assessing the market risks associated with Notes
issued under the Programme and risks relating to the structure
of a particular Series of Notes. All of these are set out under
"Risk Factors".
Description:
EUR 20,000,000,000 Euro Medium Term Note Programme.
Arranger:
Credit Suisse Securities Sociedad de Valores S.A.
Dealers:
ABN AMRO Bank N.V.
Barclays Bank Ireland PLC
BNP Paribas
Citigroup Global Markets Europe AG
Credit Suisse Securities Sociedad de Valores S.A.
HSBC Continental Europe
ING Bank N.V.
J.P. Morgan AG
and any other Dealer appointed from time to time by the Issuer
either generally in respect of the Programme or in relation to a
particular Tranche of Notes in accordance with the Dealer
Agreement.
Fiscal Agent, Paying Agent and BNP Paribas Securities Services, Luxembourg Branch.
Calculation Agent:
Distribution:
Notes may be distributed by way of private or public placement
and in each case on a syndicated or non-syndicated basis.
Listing and Trading:
Applications have been made for Notes to be admitted during
the period of twelve months after the date hereof to listing on the
Official List of the Luxembourg Stock Exchange and to trading
on the regulated market of the Luxembourg Stock Exchange.
The Programme also permits Notes to be issued on the basis
that they will not be admitted to listing, trading and/or quotation
by any competent authority, stock exchange and/or quotation
system or that may be admitted to listing, trading and/or
quotation by such other or further competent authorities, stock
exchanges and/or quotation systems as may be agreed between
the Issuer and the relevant Dealer(s).
4


Clearing Systems:
Euroclear and/or Clearstream, Luxembourg and/or, in relation to
any Tranche of Notes, any other clearing system as may be
specified in the relevant Final Terms.
Initial Programme Amount:
Up to 20,000,000,000 (or its equivalent in other currencies)
aggregate nominal amount of Notes outstanding at any one
time. The Issuer may increase the amount of the Programme in
accordance with the terms of the Dealer Agreement.
Issuance in Series:
Notes will be issued in Series. Each Series may comprise one or
more Tranches issued on different issue dates. The Notes of
each Series will all be subject to identical terms, except that the
issue date and the amount of the first payment of interest may
be different in respect of different Tranches. The Notes of each
Tranche will all be subject to identical terms in all respects save
that a Tranche may comprise Notes of different denominations.
Forms of Notes:
Notes will be issued in bearer form.
Each Tranche of Notes will initially be in the form of either a
Temporary Global Note or a Permanent Global Note, in each
case as specified in the relevant Final Terms. Each Global Note
will be deposited on or around the relevant issue date with (i) if
the Global Notes are intended to be issued in new global note
("NGN") form, as stated in the relevant Final Terms, a common
safekeeper for Euroclear and Clearstream, Luxembourg or (ii) if
the Global Notes are not intended to be issued in NGN form, a
depositary or a common depositary for Euroclear and/or
Clearstream, Luxembourg and/or any other relevant clearing
system.
Each Temporary Global Note will be exchangeable for, as
specified in the relevant Final Terms, either a Permanent Global
Note or Definitive Notes. If the TEFRA D Rules are specified in
the relevant Final Terms as applicable, certification as to non-
U.S. beneficial ownership will be a condition precedent to any
exchange of an interest in a Temporary Global Note or receipt of
any payment of interest in respect of a Temporary Global Note.
Each Permanent Global Note will be exchangeable for Definitive
Notes in accordance with its terms. Definitive Notes will, if
interest-bearing, have Coupons attached and, if appropriate, a
Talon for further Coupons.
Currencies:
Notes may be denominated in euro, U.S. dollars, Pounds
sterling, Swiss Francs, Singapore dollars or Japanese Yen or in
any other currency or currencies, subject to compliance with all
applicable legal and/or regulatory and/or central bank
requirements.
Status of the Notes:
The Notes will constitute (subject to Condition 3) unsecured
obligations of the Issuer and shall at all times rank pari passu
and without any preference among themselves. The payment
obligations of the Issuer under the Notes shall, save for such
exceptions as may be provided by applicable legislation (and
subject to Condition 3), at all times rank at least equally with all
its other present and future unsecured and unsubordinated
obligations.
Issue Price:
Notes may be issued at any price. The price and nominal
amount of the Notes of any Tranche will be determined by the
Issuer and the relevant Dealer(s) at the time of issue thereof in
5


accordance with then prevailing market conditions. The Issue
Price will be set out in the applicable Final Terms.
Maturities:
Any maturity as may be agreed between the Issuer and the
relevant Dealer, subject, in relation to specific currencies, to
compliance with all applicable legal and/or regulatory and/or
central bank requirements.
Where Notes have a maturity of less than one year and either
(a) the issue proceeds are received by the Issuer in the UK or
(b) the activity of issuing the Notes is carried on from an
establishment maintained by the Issuer in the UK, such Notes
must: (i) have a minimum redemption value of £100,000 (or its
equivalent in other currencies) and be issued only to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their businesses or who it is reasonable to
expect will acquire, hold, manage or dispose of investments (as
principal or agent) for the purposes of their businesses; or (ii) be
issued in other circumstances which do not constitute a
contravention of section 19 of the Financial Services and
Markets Act 2000, as amended (the "FSMA") by the Issuer.
Redemption:
Notes may be redeemable at par or at such other Final
Redemption Amount as may be specified in the relevant Final
Terms.
Optional Redemption:
Notes may be redeemed before their stated maturity at the
option of (i) the Issuer (either in whole or in part) at the Optional
Redemption Amount (which, if Make-Whole Redemption Option
is specified in the applicable Final Terms, will be at the Make-
Whole Redemption Amount) if Issuer Call is specified as
applicable in the relevant Final Terms; (ii) the Issuer (either in
whole or in part) at the Final Redemption Amount if Issuer
Maturity Call is specified as applicable in the relevant Final
Terms, (iii) the Issuer (in whole but not in part) at the Early
Redemption Amount if Issuer Clean-up Call is specified as
applicable in the relevant Final Terms, (iv) the Issuer (either in
whole or in part) at the Acquisition Call Redemption Amount if
Redemption following an Acquisition Event is specified as
applicable in the relevant Final Terms; and/or (v) the
Noteholders at the Optional Redemption Amount if Investor Put
is specified as applicable in the relevant Final Terms, in each
case, to the extent (if at all) specified in the relevant Final Terms.
In addition, if Change of Control Put is specified as applicable in
the relevant Final Terms, the Notes may be redeemed before
their stated maturity at the option of the Noteholders in the
circumstances described in Condition 6.7(b).
Redemption following an Acquisition If Redemption following an Acquisition Event is specified as
Event:
applicable in the relevant Final Terms and an Acquisition Event
has occurred, the Issuer may, on given not less than 10 nor
more than 30 days' notice (or such other notice period as may
be specified in the applicable Final Terms) to Noteholders in
accordance with Condition 13 and not less than 5 days before
the giving of the notice to the Agent, at its option, redeem all (but
not some only) of the Notes then outstanding at the Acquisition
Call Redemption Amount (as specified in the relevant Final
Terms), together with any interest accrued to, but excluding, the
6


date set for redemption.
Tax Redemption:
Except as described in Conditions 6.3, 6.4, 6.5 and 6.6, early
redemption will only be permitted for tax reasons as described in
Condition 6.2.
Interest:
Notes may be interest-bearing or non-interest bearing. Interest
(if any) may accrue at a fixed rate or a floating rate (based on
the Euro Interbank Offered Rate ("EURIBOR"), the London
Interbank Offered Rate ("LIBOR"), the Singapore Interbank
Offered Rate ("SIBOR"), the Singapore Swap Offer Rate ("SOR-
VWAP") or the Tokyo Interbank Offered Rate ("TIBOR")). Notes
may also be Zero Coupon Notes.
The specific details of each Note issued will be specified in the
applicable Final Terms.
Denominations:
The Notes will be issued in such denominations as may be
agreed between the Issuer and the relevant Dealer save that the
minimum denomination of each Note will be such amount as
may be allowed or required from time to time by the relevant
central bank (or equivalent body) or any laws or regulations
applicable to the relevant Specified Currency, and save that the
minimum denomination of each Note admitted to trading (i) on a
regulated market within the EEA or offered to the public in any
member state of the EEA in circumstances which would
otherwise require the publication of a prospectus under the
Prospectus Regulation will be 100,000 (or, if the Notes are
denominated in a currency other than euro, the equivalent
amount in such currency) or (ii) on a regulated market or a
specific segment of a regulated market to which only qualified
investors (as defined in the Article 2 of Regulation (EU)
2017/1129 as it forms part of domestic law by virtue of the
EUWA (the "UK Prospectus Regulation")) have access within
the UK or offered to the public pursuant to an exemption under
section 86 of the FSMA, will be 100,000 (or its equivalent in
any other currency as at the date of issue of the relevant Notes).
Negative Pledge:
The Notes will have the benefit of a negative pledge as
described in Condition 3.
Cross-Default:
The Notes will have the benefit of a cross-default as described in
Condition 9.1(c).
Taxation:
All payments in respect of Notes will be made free and clear of
withholding taxes of the Netherlands unless the withholding is
required by law. In that event, the Issuer will (subject as provided
in Condition 7) pay such additional amounts as will result in the
Noteholders receiving such amounts as they would have
received in respect of such Notes had no such withholding been
required.
Rating:
The rating of certain Series of Notes to be issued under the
Programme will be specified in the applicable Final Terms.
Whether or not each credit rating applied for in relation to
relevant Series of Notes will be issued by a credit rating agency
established in the European Union and registered under the
CRA Regulation.
The list of registered and certified rating agencies published by
ESMA
will
appear
on
its
website
7


(www.esma.europa.eu/supervision/credit-rating-agencies/risk) in
accordance with the CRA Regulation.
Governing Law:
Dutch law.
Selling Restrictions:
For a description of certain restrictions on offers, sales and
deliveries of Notes and on the distribution of offering material in
the United States of America, the EEA, the UK, France, the
Netherlands,
Singapore,
Japan
and
Switzerland,
see
"Subscription and Sale" below.
United States Selling Restrictions:
Regulation S, Category 2 and TEFRA C or D/TEFRA not
applicable, as specified in the applicable Final Terms.
8


RISK FACTORS
The Issuer believes that the following risk factors may affect its ability to fulfil its obligations under the Notes.
All of these risk factors are contingencies which may or may not occur and the Issuer is not in a position to
express a view on the likelihood of any such contingency occurring.
Although the most material risk factors have been presented first within each category, the order in which the
remaining risks are presented is not necessarily an indication of the likelihood of the risks actually
materialising, of the potential significance of the risks or of the scope of any potential negative impact to the
Issuer's business, financial condition, results of operations and prospects.
The Issuer may face a number of these risks described below simultaneously and some risks described
below may be interdependent. While the risk factors below have been divided into categories, some risk
factors could belong in more than one category and prospective investors should carefully consider all of the
risk factors set out in this section.
The Issuer believes that all the factors described below represent the material risks inherent in investing in
the Notes, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with
the Notes may occur for other reasons not known to the Issuer or not deemed to be material enough.
Other risks, events, facts or circumstances not included in this Base Prospectus, not presently known to the
Issuer, or that the Issuer currently deems to be immaterial could, individually or cumulatively, prove to be
important and may have a significant negative impact on the Issuer's group business, financial condition,
results of operations and prospects. Prospective investors should carefully read and review the entire Base
Prospectus and should form their own views before making an investment decision with respect to the Notes
in light of the prospective investor's personal circumstances. Prospective investors should also read the
detailed information set out elsewhere in this Base Prospectus and reach their own views prior to making
any investment decision.
Before making an investment decision with respect to any Notes, prospective investors should consult their
own stockbroker, bank manager, lawyer, accountant or other financial, legal and tax advisers and carefully
review the risks entailed by an investment in the Notes.
RISK RELATING TO THE ISSUER'S ABILITY TO FULFIL ITS OBLIGATIONS UNDER THE NOTES
ISSUED UNDER THE PROGRAMME.
A. RISKS RELATED TO THE ISSUER'S BUSINESS ACTIVITIES AND INDUSTRY
Disruption in Heineken's product supply and supply chains could impact its sales and financial
performance
Disruption in the supply chain for the group of companies comprising the Issuer and its subsidiaries (the
"Heineken Group" or the "Group") could lead to inability to deliver products to key customers, revenue loss,
brand damage and loss of market share.
The loss or temporary discontinuity of supply chains from any of its suppliers without sufficient time to
develop an alternative source could result in delays in shipments, expose Heineken to increased costs,
damage to its brands and place it at a relative disadvantage to its competitors. Disruption of supply and/or
discontinuity of supply chains could result from increased competition, industry consolidation, the termination
of (or material change to) arrangements with suppliers, disagreements with suppliers as to payment or other
terms or the failure of a supplier to meet Heineken's contractual obligations or otherwise deliver materials
consistent with current usage. Factors that are hard to predict or beyond its control, like adverse weather
conditions, natural disasters, earthquakes, hurricanes, flooding, fire, power loss, loss of water supply,
terrorist attacks, telecommunications and IT system failures, political instability, civil strife, military conflict,
the consequences of any military action and associated political instability in any of the countries where
Heineken operates, generalised labour unrest or health pandemics (such as the COVID-19 pandemic), could
also damage or disrupt Heineken's supply and supply chains. In particular, the supply of beer products from
the Netherlands to export markets such as the United States of America is important to Heineken's business.
Discontinuity of supply from the Netherlands could adversely impact its sales and financial performance in its
9


various export markets. Such discontinuity in Heineken's product supply and supply chains could have an
adverse effect on its business, financial condition and/or results of operations.
In addition, the COVID-19 pandemic has affected consumer behaviour and market sentiment globally, with
multiple countries taking far-reaching containment measures such as restrictions of movement for
populations. These changes, and in particular national and local government restrictions as regards the
operation of bars and restaurants and, in some instances, mandatory closures of production facilities, have
further affected and may continue to affect Heineken and its product sales. Although there is significant
uncertainty relating to the severity of the near-and long-term adverse impact of the COVID-19 pandemic on
the global economy, financial markets and Heineken's business, a prolonged continuation of these measures
and resulting consumer behaviour could be expected to have a further negative impact on Heineken's
business, financial condition and/or results of operations.
Decrease in beer consumption in favour of other beverage categories could have an adverse effect
on Heineken's business, financial condition and/or results of operations
Consumers' preferences and behaviours are evolving, shaping an increasingly complex and fragmented
beer and broader beverages category. Heineken is exposed to mature markets where the attractiveness of
the beer category is being challenged by down-trading and by alternative beverage categories which could
result in a lower demand for beer as a result of consumption trends shifting in favour of other beverages.
This requires Heineken to constantly adapt its product offering, innovate and invest to maintain the relevance
and strength of its products.
Furthermore, Heineken competes against alternative beverages on the basis of factors over which Heineken
has little or no control and that may result in fluctuations in demand for Heineken's products.
Such factors include variation and perceptions in health consciousness, changes in prevailing economic
conditions, changes in local regulations in relation to smoking bans, changes in the demographic make-up of
target consumers, changing social trends and attitudes regarding alcoholic beverages and changes in
consumer preferences for beverages. In these markets, the on-trade channel (i.e. restaurants, hotels, bars
and cafeterias) is also under pressure, which may exert negative pricing pressure on Heineken's products.
Failure to adapt to these evolving consumer preferences and behaviours as well as the other factors listed
above would, in the longer term, affect Heineken's revenues, market share and possibly Heineken's brand
equity. Any decrease in the demand for Heineken's beer in favour of alternative beverages or decreases in
Heineken's product pricing margins on the basis of factors over which Heineken has little or no control could
have an adverse effect on Heineken's business, financial condition and/or results of operations.
Heineken is reliant on the reputation of its brands and the protection of its intellectual property rights
As "Heineken" is both the name of the Group and its most valuable brand, reputation management is of
utmost importance to Heineken. Heineken enjoys a positive corporate reputation and its operating
companies are well respected in their countries and regions of operation. Constant management attention is
directed towards enhancing Heineken's social, environmental and financial reputation. The Heineken brand,
and also its other international brands (Amstel, Birra Moretti, Desperados, Sol, Strongbow and Tiger) and
craft brands (like Affligem, Lagunitas and Mort Subite) are, along with its people, its most valuable assets
and one of the key elements in Heineken's growth strategy. Anything that adversely affects consumer and
stakeholder confidence in its brands and, in particular the Heineken brand, could have an adverse effect on
its business, financial condition and/or results of operations. Also, if Heineken fails to ensure the relevance
and attractiveness of its brands, in particular the Heineken brand, and the enhancement of brand marketing,
this could also have an adverse effect on its business, financial condition and/or results of operations.
Heineken has invested considerable effort in protecting its brands, including the registration of trademarks
and domain names. If Heineken is unable to protect its intellectual property, any infringement or
misappropriation could have an adverse effect on its business, financial condition and/or results of
operations and/or its ability to develop its business.
Heineken may be impacted by changes in the availability or price of raw materials, water and other
input costs
The supply and price of raw materials used to produce Heineken's products can be affected by a number of
factors beyond its control, including the level of crop production around the world, export demand,
10