Bond Heineken Holding 1.25% ( XS2168629967 ) in EUR

Heineken Holding

100 % ▲

Netherlands

XS2168629967 ( in EUR )

1.25% per year ( payment 1 time a year)

07/05/2033 - Bond has expired

Prospectus brochure of the bond Heineken NV XS2168629967 in EUR 1.25%, expired

100 000 EUR

650 000 000 EUR

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 XS2168629967, pays a coupon of 1.25% per year.
The coupons are paid 1 time per year and the Bond maturity is 07/05/2033

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 the 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 until the expiry of 12 (twelve)
months from the date on which the CSSF's approval is obtained. 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.

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, the IBA (as administrator of LIBOR)
and EMMI (as the administrator of EURIBOR) are included on the register of administrators and benchmarks established and maintained
by ESMA pursuant to Article 36 of the Benchmark Regulation. As at the date of this Base Prospectus, neither ABS Co nor JBATA appear
on the register of administrators and benchmarks established and maintained by ESMA pursuant to Article 36 of the Benchmark
Regulation. As far as the Issuer is aware, the transitional provisions in Article 51 of the Benchmark Regulation apply, such that neither ABS
Co nor JBATA are currently required to obtain authorisation or registration (or, if located outside the European Union, recognition,
endorsement or equivalence). Not every reference rate will fall within the scope of the Benchmarks Regulation. Furthermore transitional
provisions in the Benchmarks Regulation 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
Benchmarks Regulation 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
12 March 2020

2

TABLE OF CONTENTS
Page
IMPORTANT NOTICES .................................................................................................................................4
RISK FACTORS ............................................................................................................................................7
OVERVIEW OF THE PROGRAMME ......................................................................................................... 20
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. ......................................................................................................................................... 79
TAXATION .................................................................................................................................................. 91
SUBSCRIPTION AND SALE ...................................................................................................................... 96
GENERAL INFORMATION ...................................................................................................................... 100
GLOSSARY .............................................................................................................................................. 102
INDEX OF DEFINED TERMS .................................................................................................................. 104

3

IMPORTANT NOTICES
This Base Prospectus constitutes a base prospectus for the purposes of Article 8 of the Prospectus
Regulation.
The Issuer accepts responsibility for the information contained in this Base Prospectus and the Final Terms
for each Tranche of Notes issued under the Programme and declares that, having taken all reasonable care
to ensure that such is the case, the information contained in this Base Prospectus is, to the best of its
knowledge, in accordance with the facts and the Base Prospectus makes no omission likely to affect the
import of such information.
Each Tranche of Notes will be issued on the terms set out herein under "Terms and Conditions of the Notes"
(the "Conditions") as completed by a document specific to such Tranche called final terms (the "Final
Terms"). This Base Prospectus must be read and construed together with any supplements hereto and with
any information incorporated by reference herein (see "Information Incorporated by Reference") and, in
relation to any Tranche of Notes, must be read and construed together with the relevant Final Terms.
No person is or has been authorised to give any information or to make any representation not contained in
or not consistent with this Base Prospectus or any other document entered into in relation to the Programme
or any information supplied by the Issuer in connection with the Programme or any Notes and, if given or
made, such information or representation should not be relied upon as having been authorised by the Issuer,
the Trustee or any Dealer.
Neither the Dealers nor any of their respective affiliates have authorised the whole or any part of this Base
Prospectus and none of them makes any representation or warranty or accepts any responsibility as to the
accuracy or completeness of the information contained in this Base Prospectus. Neither the delivery of this
Base Prospectus or any Final Terms nor the offering, sale or delivery of any Note shall, in any
circumstances, create any implication that the information contained in this Base Prospectus is true
subsequent to the date hereof or the date upon which this Base Prospectus has been most recently
supplemented or that there has been no adverse change, or any event reasonably likely to involve any
adverse change, in the prospects or financial or trading position of the Issuer since the date thereof or, if
later, the date upon which this Base Prospectus has been most recently supplemented or that any other
information supplied in connection with the Programme is correct at any time subsequent to the date on
which it is supplied or, if different, the date indicated in the document containing the same.
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the Notes
in certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus or any
Final Terms comes are required by the Issuer and the Dealers to inform themselves about and to observe
any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and on
the distribution of this Base Prospectus or any Final Terms and other offering material relating to any Notes,
see "Subscription and Sale". In particular, the Notes have not been and will not be registered under 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 and by the U.S. Internal Revenue Code of 1986, as amended (the "Code") and by
U.S. Treasury regulations promulgated thereunder) except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or
purchase any Notes and should not be considered as a recommendation by the Issuer, the Trustee, the
Dealers or any of them that any recipient of this Base Prospectus or any Final Terms should subscribe for or
purchase any Notes. Each recipient of this Base Prospectus or any Final Terms shall be taken to have made
its own investigation and appraisal of the condition (financial or otherwise) of the Issuer.
The maximum aggregate nominal amount of Notes outstanding at any one time under the Programme will
not exceed 20,000,000,000 (and, for this purpose, any Notes denominated in another currency shall be
translated into euro at the date of the agreement to issue such Notes (calculated in accordance with the
provisions of the Dealer Agreement (as defined under "Subscription and Sale"))). The maximum aggregate
nominal amount of Notes which may be outstanding at any one time under the Programme may be
increased from time to time, subject to compliance with the relevant provisions of the Dealer Agreement.

4

In this Base Prospectus, references to websites or uniform resource locators (URLs) are inactive textual
references and are included for information purposes only. The contents of any such website or URL shall
not form part of, or be deemed to be incorporated by reference into, this Base Prospectus.
This Base Prospectus contains information sourced from third parties, where indicated with references to
third party sources herein. The Issuer confirms that such information has been accurately reproduced and
that, so far as it is aware, and is able to ascertain from information published by such sources, no facts have
been omitted which would render the reproduced information inaccurate or misleading.
IMPORTANT EEA AND UK RETAIL INVESTORS
If the Final Terms in respect of any Tranche of Notes includes a legend entitled "Prohibition of Sales to EEA
and UK Retail Investors", 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
(the "EEA") or in the United Kingdom (the "UK"). For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the
meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in the Prospectus Regulation. Consequently, no key information document required by
Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise
making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK may be
unlawful under the PRIIPs Regulation.
MiFID II PRODUCT GOVERNANCE / TARGET MARKET
The Final Terms in respect of any Tranche of Notes may include a legend entitled "MiFID II Product
Governance" which will outline the target market assessment in respect of the Notes and which channels for
distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the
Notes (a "distributor") should take into consideration the target market assessment; however, a distributor
subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes
(by either adopting or refining the target market assessment) and determining appropriate distribution
channels.
A determination will be made at the time of each issue whether, for the purposes of the MiFID II Product
Governance rules under Commission Delegated Directive (EU) 2017/593 (the "MiFID II Product
Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but
otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for
the purpose of the MiFID II Product Governance Rules. For the avoidance of doubt, the Issuer is not subject
to the MiFID II Product Governance Rules and will not make or be responsible for any target market
assessment.
PRODUCT CLASSIFICATION PURSUANT TO SECTION 309B OF THE SECURITIES AND FUTURES
ACT (CHAPTER 289 OF SINGAPORE)
The applicable Final Terms in respect of any Notes may include a legend entitled "Notification under section
309B(1) of the Securities and Futures Act (Chapter 289) of Singapore" which will state the product
classification of the Notes pursuant to section 309B(1) of the Securities and Futures Act (Chapter 289 of
Singapore) (the "SFA"). The Issuer will make a determination in relation to each issue about the
classification of the Notes being offered for purposes of section 309B(1)(a). Any such legend included on
the applicable Final Terms will constitute notice to "relevant persons" for purposes of section 309B(1)(c) of
the SFA.
CERTAIN DEFINED TERMS
In this Base Prospectus, unless otherwise specified, references to a "Member State" are references to a
Member State of the EEA; references to "", "EUR" and "euro" are to the single currency introduced at the
start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning
of the European Union, as amended; references to "U.S. dollars", "U.S.$ " and "USD" are to the lawful
currency of the United States of America; references to "£" and "Pounds sterling" are to the lawful currency
of the UK; references to "CHF" and "Swiss Francs" are to the lawful currency of Switzerland; references to

5

"SGD" and "Singapore dollars" are to the lawful currency of Singapore; and references to "JPY" and
"Japanese Yen" are to the lawful currency of Japan.
ALTERNATIVE PERFORMANCE MEASURES
Certain alternative performance measures (as defined in the ESMA Guidelines on Alternative Performance
Measures) ("Alternative Performance Measures" or "APMs") are included in this Base Prospectus. See
"Glossary" below for more information.
STABILISATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable
Final Terms may over-allot Notes or effect transactions with a view to supporting the market price of
the Notes at a level higher than that which might otherwise prevail. However, stabilisation may not
necessarily occur. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may cease
at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant
Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any
stabilisation action or over-allotment must be conducted by the Stabilising Manager(s) (or persons
acting on behalf of the Stabilising Manager(s)) in accordance with all applicable laws and rules.

6

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 in its export markets
Disruption in the supply chain of products 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, 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 various export markets. Such

7

discontinuity in Heineken's product supply and supply chains could have an adverse effect on its 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 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 (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,
government regulations and legislation affecting agriculture, adverse weather conditions, currency
fluctuations, economic factors affecting growth decisions, various plant diseases and pests. Water availability
is also of utmost concern as Heineken requires access to significant water resources to continue its
operations. As such, Heineken cannot predict the future availability or prices of the products and materials
required for its products or guarantee that its water supply will not be subject to stoppages, scarcity or other
interruptions. The markets in the relevant commodities may continue to experience price increases or suffer
from disruptions in supply. Heineken uses, amongst other inputs, barley, grain, hops, glass and aluminium
for producing and packaging its products. As a result, significant changes in the availability or price of raw
materials, commodities, energy and water may result in a shortage of those resources or increased costs.
Heineken's financial condition is exposed to fluctuations in the prices and the availability of these raw and

8

packaging materials as well as continuity in its water supply. Other input costs, including transportation and
energy, have also fluctuated heavily in recent years and remain very volatile. In addition, changes in
packaging mixes continue to pressure input costs. Although Heineken generally addresses this risk by
making use of flexible contracts and active hedging, volatility in input costs may have an adverse effect on its
operating costs and its net profit if Heineken cannot pass on these price increases to its customers or
sufficiently protect itself through its hedging strategies.
In addition, there is a trend of consolidation among suppliers, in particular suppliers of glass bottles and
cans. As a result, Heineken is dependent on fewer suppliers for its supplies and as such is exposed to the
risk that these suppliers cannot meet Heineken's supply needs and/or may increase the price of available
supplies. Any shortage of, change in price of, or supply disruptions to, any of the raw and/or packaging
materials or discontinuity to Heineken's water supply may have an adverse effect on its business, financial
condition and/or results of operations.
Heineken operates in highly competitive markets and industry consolidation in the beer and
distribution sectors as well as among its customers could place Heineken at a competitive
disadvantage
Consolidation in the alcoholic beverage industry may affect existing market dynamics due to competitive
disadvantage with suppliers and increased competition on commercial spend and customer acquisition
strategies.
Globally, brewers compete mainly on the basis of brand image, price, customer service, distribution networks
and quality. While globally the beer industry is not highly concentrated, in many of the countries in which
Heineken has operations, two or three brewers account for a very large proportion of the market and smaller
local brewers make up the balance. Consolidation has significantly increased the capital base and
geographic reach of Heineken's competitors in some of the markets in which they operate, as well as the
cost of competition, and competition is expected to increase further as the trend towards consolidation
among companies in the beer industry continues.
Further consolidation in the beer sector, emergence of buying alliances and rise of e-commerce distribution
channels may result in a competitive disadvantage for Heineken if Heineken is unable or unwilling to respond
appropriately to such industry changes. If Heineken's competitors become larger resulting from mergers
and/or acquisition activity, they may be able to obtain a better negotiation position with retailers, distributors
and suppliers.
In order to maintain position and profitability, Heineken's customers are consolidating, either through
acquisitons or through buying alliances.
Next to this, digital disruption is creating new routes to consumers and increasing the value and power of
owning customer and consumer data. In the long run, digital disruption could lead to increased competition
and a reduction in Heineken's operating margin as Heineken could have less control over the way in which it
distributes its products to market.
Finally, consolidation among Heineken's customers leading to increased buying power in fewer hands may
affect its ability to obtain pricing and favourable trade terms and negatively impact its operating margin. This
can put pressure on Heineken's existing distribution and supply chain channels. Larger companies can also
generate cost advantages with respect to advertising costs as economies of scale can be realised. These
competitive disadvantages could lead to Heineken experiencing higher costs relative to the costs of its
competitors and thus to relatively higher prices, which could reduce demand for its products, which, in turn,
could have an adverse effect on its business, financial condition and/or results of operations.
Heineken faces risks resulting from its joint ventures, other strategic partnerships and independent
distributorships and it may be unable to influence such joint ventures and strategic partnerships
In certain markets, Heineken has undertaken business activities with other market parties in the form of joint
ventures and strategic partnerships and with independent distributors. Where Heineken does not have
effective control, decisions taken by these entities may not be fully harmonised with Heineken's strategic
objectives. Moreover, Heineken may not be able to identify and manage risks to the same extent as in the
rest of the Heineken Group. Decisions made and actions taken within these relationships may not be optimal
for Heineken's business, or may not promote its business and strategic objectives, and may therefore result

9

in lower revenue and lower profit margins from such joint ventures, strategic partnerships and independent
distributorships which, in turn, could have an adverse effect on Heineken's business, financial condition
and/or results of operations.
While its joint ventures, strategic partnerships and independent distributorships are generally of a long-term
nature, such alliances can usually be terminated early under certain circumstances. Termination of, or any
material change to, Heineken's relationship with these third parties could adversely affect growth
opportunities and have an adverse effect on its business, financial condition and/or results of operations.
B. RISKS RELATED TO THE ISSUER'S FINANCIAL SITUATION

Heineken is exposed to fluctuations in exchange rates, interest rates, commodity prices
The risk of changes in market prices, such as foreign exchange rates, interest rates, commodity prices and
equity prices, could adversely affect Heineken's income or the value of its financial instruments. Heineken
operates internationally and its reporting currency is the Euro. As a result of its international operations,
fluctuations in exchange rates of foreign currencies relative to the Euro could have an adverse effect on its
business, financial condition and/or results of operations. Additionally, exchange rates between the Euro and
other currencies may be significantly more volatile than they have been in the past. Heineken is particularly
exposed to currency fluctuations in the US Dollar, Mexican Peso, Nigerian Naira, Polish Zloty and British
Pound as well as certain Asian currencies (in particular, the Vietnamese Dong). Fluctuations in these
currencies relative to the Euro could have an adverse effect on Heineken's business, financial condition
and/or results of operations.

There is a risk of a loss when a customer and/or counterparty defaults on its payment obligations to
Heineken, like trade receivables, loans to customers and advances to customers. Such a default could
cause a significant loss and such a loss could potentially adversely affect Heineken's income.

Heineken faces defined benefit pension obligations in some of the countries in which it operates
In some of the countries in which Heineken operates (mainly in the UK), Heineken will over time be obliged
to make deficit contributions to defined benefit plans that provide pension benefits for employees upon
retirement. The contractual and regulatory arrangements with these pension funds are such that in case of
shortfalls, no one-off payments are required but annual cash contributions would increase going forward,
thereby increasing the potential cash outflow obligation over a longer period of time which could have an
adverse effect on Heineken's business, financial condition and/or results of operations. The accounting
impact of pensions under IFRS on Heineken's financial results may differ materially from the cash impact.
Heineken's future capital needs may require that it seeks debt financing, refinancing or additional
equity funding, which may not be available or may be materially more expensive
From time to time, Heineken may be required to raise additional funds for its future capital needs or to
refinance its current funding through public or private financing, strategic relationships or other
arrangements. There can be no assurance that the funding, if needed, will be available on attractive terms,
or at all. Furthermore, any additional financing arrangements may be dilutive to shareholders, and debt
financing, if available, may involve restrictive covenants. In addition, debt financing, refinancing or additional
equity funding may be materially more expensive due to the lack of liquidity in the market and the general
lack of confidence in the equity markets. Heineken's failure to raise capital when needed could have an
adverse effect on its business, financial condition and/or results of operations.
Although the Groups works to appropriately manage its cash position by diversifying its fundraising
measures and expanding its fundraising sources, there are times it may be difficult for the Group to secure
the funds required or the Group may be forced to procure funds when interest rates are significantly higher
than ordinary rates in normal circumstances due to turmoil in financial markets or changes in the market
environment. As a result, Heineken Group could experience difficulties in meeting payment obligations
associated with its financial liabilities, like payment of financial debt or trade payables when they fall due.
C. ESG: ENVIRONMENT, SOCIAL and GOVERNANCE

10

Document Outline

#26">(a) the audited annual consolidated financial statements of the Issuer in respect of the financial year ended 31 December 2019, prepared in accordance with International Financial Reporting Standards ("IFRS") as endorsed by the EU, including the infor...
#26">(b) the audited annual consolidated financial statements of the Issuer in respect of the financial year ended 31 December 2018, prepared in accordance with IFRS as endorsed by the EU, including the information set out at the following pages of the Iss...
#26">(c) the section "Terms and Conditions of the Notes" from the following base prospectuses relating to the Programme: (i) Base Prospectus dated 7 March 2012 (pages 27-57 inclusive) https://www.theheinekencompany.com/sites/theheinekencompany/files/Downlo...
#32">1. FORM, DENOMINATION AND TITLE
#32">2. STATUS OF THE NOTES
#33">3. NEGATIVE PLEDGE
- #33">(a) the Issuer will not create or permit to subsist any Security Interest (other than a Permitted Security Interest) upon the whole or any part of its undertaking, assets or revenues present or future to secure any Relevant Debt or any guarantee of or...
- #33">(b) the Issuer will procure that no Subsidiary of the Issuer will create or permit to subsist any Security Interest (other than a Permitted Security Interest) upon the whole or any part of its undertaking, assets or revenues present or future to secur...
- #33">(i) which has been established solely to conduct the business of and any ancillary activities relating to securitisation or such similar financing of assets held by it; and
- #33">(ii) none of whose liabilities in respect of such financing are the subject of a Security Interest created or permitted to subsist by the Issuer or any other Subsidiary of the Issuer.
- #33">(i) any Security Interest over or affecting the whole or part of the present or future business, undertaking, assets or revenues (including any uncalled capital) of any entity which becomes a Subsidiary of the Issuer after the date on which agreement ...
- #33">(ii) any Security Interest (the "Replacement Security Interest") created in whole or in part to replace or renew or in substitution for any Security Interest created by a company referred to in (i) of this paragraph (the "Old Security Interest") upon ...
- #33">(iii) any Security Interest created by an Excluded Subsidiary over its assets to secure any Relevant Debt of that Excluded Subsidiary, provided that the aggregate amount of all such Relevant Debt so secured and outstanding from time to time does not e...
- #34">(i) holds beneficially (directly or indirectly) more than 50 per cent. of the issued share capital (or similar rights of ownership); or
- #34">(ii) holds beneficially (directly or indirectly) the right to control the composition of the majority of its board of directors (or equivalent body) or controls the majority of the voting rights, in each case, whether through the ownership of voting c...
#34">4. INTEREST
- #34">4.1 Interest on Fixed Rate Notes
  - #34">(A) in the case of Fixed Rate Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Fixed Rate Notes represented by such Global Note; or
  - #34">(B) in the case of Fixed Rate Notes in definitive form, the Calculation Amount;
  - #34">(a) if "Actual/Actual (ICMA) " is specified in the applicable Final Terms:
    - #34">(i) in the case of Notes where the number of days in the relevant period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the "Accrual Period") is eq...
    - #35">(ii) in the case of Notes where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of:
      - #35">(A) the number of days in such Accrual Period falling in the Determination Period in which the Accrual Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occ...
      - #35">(B) the number of days in such Accrual Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and
  - #35">(b) if "30/360" is specified in the applicable Final Terms, the number of days in the period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (such nu...
- #35">4.2 Interest on Floating Rate Notes
  - #35">(a) Interest Payment Dates
    - #35">(i) the Specified Interest Payment Date(s) in each year specified in the applicable Final Terms; or
    - #35">(ii) if no Specified Interest Payment Date(s) is/are specified in the applicable Final Terms, each date (each such date, together with each Specified Interest Payment Date, an "Interest Payment Date") which falls the number of months or other period s...
      - #35">(A) in any case where Specified Periods are specified in accordance with Condition 4.2(a)(ii) above, the Floating Rate Convention, such Interest Payment Date (a) in the case of (x) above, shall be the last day that is a Business Day in the relevant mo...
      - #36">(B) the Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day; or
      - #36">(C) the Modified Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be bro...
      - #36">(D) the Preceding Business Day Convention, such Interest Payment Date shall be brought forward to the immediately preceding Business Day.
  - #36">(a) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London and each Additional Business Centre specified in the app...
  - #36">(b) either (i) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign cu...
  - #36">(b) Rate of Interest
    - #36">(i) ISDA Determination for Floating Rate Notes
      - #36">(A) the Floating Rate Option is as specified in the applicable Final Terms;
      - #36">(B) the Designated Maturity is a period specified in the applicable Final Terms; and
      - #36">(C) the relevant Reset Date is the day specified in the applicable Final Terms.
    - #37">(ii) Screen Rate Determination for Floating Rate Notes where the Reference Rate is not specified as being SIBOR or SOR-VWAP
      - #37">(A) the offered quotation; or
      - #37">(B) the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the offered quotations,
    - #38">(iii) Screen Rate Determination for Floating Rate Notes where the Reference Rate is specified as being SIBOR or SOR-VWAP
      - #38">(A) In the case of Floating Rate Notes which are SIBOR Notes:
        #38">(a) the Agent will, at or about the Relevant Time on the relevant Interest Determination Date in respect of each Interest Period, determine the Rate of Interest for such Interest Period which shall be the rate for deposits in Singapore dollars for a p...
        #38">(b) if on any Interest Determination Date, no such rate appears on the Relevant Screen Page or if the Relevant Screen Page is unavailable for any reason, the Agent will request the principal Singapore office of each of the Reference Banks to provide t...
        #38">(c) if on any Interest Determination Date, two but not all the Reference Banks provide the Agent with such quotations, the Rate of Interest for the relevant Interest Period shall be determined in accordance with paragraph (b) of this Condition 4.2(b)(...
        #38">(d) if on any Interest Determination Date, one only or none of the Reference Banks provides the Agent with such quotation, the Rate of Interest for the relevant Interest Period shall be the rate per annum which the Agent determines to be the arithmeti...
      - #38">(B) In the case of Floating Rate Notes which are Swap Rate Notes:
        #38">(a) the Agent will, at or about the Relevant Time on the relevant Interest Determination Date in respect of each Interest Period, determine the Rate of Interest for such Interest Period which shall be the synthetic rate for deposits in Singapore dolla...
        #39">(b) if on any Interest Determination Date, no such rate appears on the Relevant Screen Page or if the Relevant Screen Page is unavailable for any reason, SOR-VWAP will be any substitute rate announced by ABS Benchmarks Administration Co Pte. Ltd. (or ...
        #40">The Rate of Interest for such Interest Period shall be SOR-VWAP (as determined by the Agent) and as adjusted by the Margin (if any).
    - #40">(iv) Definitions
    - #40">(i) if the Reference Rate is the London interbank offered rate ("LIBOR") (other than Sterling or Euro LIBOR), the second London business day prior to the start of each Interest Period;
    - #40">(ii) if the Reference Rate is Sterling LIBOR, the first day of each Interest Period;
    - #40">(iii) if the Reference Rate is Euro LIBOR or the Euro-zone interbank offered rate ("EURIBOR"), the second day on which the TARGET2 System is open prior to the start of each Interest Period;
    - #40">(iv) if the Reference Rate is SIBOR (other than USD SIBOR, which has with effect from 31 December 2013 been replaced by USD LIBOR), two Singapore Banking Days prior to the start of each Interest Period (for these purposes, "Singapore Banking Day" mean...
    - #41">(v) if the Reference Rate is SOR-VWAP or USD SIBOR (which has with effect from 31 December 2013 been replaced by USD LIBOR), two Singapore and London Banking Days prior to the start of each Interest Period (for these purposes, "Singapore and London Ba...
    - #41">(vi) if the Reference Rate is the Tokyo interbank offered rate ("TIBOR"), the second Tokyo business day prior to the start of each Interest Period.
    - #41">(i) in the case of a determination of LIBOR, the principal London office of four major banks in the London interbank market;
    - #41">(ii) in the case of a determination of EURIBOR, the principal Euro-zone office of four major banks in the Euro-zone interbank market;
    - #41">(iii) in the case of a determination of SIBOR or SOR-VWAP, the principal Singapore office of four major banks in the Singapore interbank market;
    - #41">(iv) in the case of a determination of TIBOR, the principal Tokyo office of ten major banks in the Tokyo interbank market; and
    - #41">(v) in the case of any other Reference Rate, the principal office in the Relevant Financial Centre of four major banks in the interbank market of the Relevant Financial Centre,
    - #41">in each case selected by the Agent and approved in writing by the Trustee.
  - #41">(c) Minimum Rate of Interest and/or Maximum Rate of Interest
  - #42">(d) Determination of Rate of Interest and calculation of Interest Amounts
    - #42">(A) in the case of Floating Rate Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Notes represented by such Global Note; or
    - #42">(B) in the case of Floating Rate Notes in definitive form, the Calculation Amount;
    - #42">and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with...
    - #42">(i) if "Actual/Actual (ISDA) " or "Actual/Actual" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (I) the actual n...
    - #42">(ii) if "Actual/365 (Fixed) " is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365;
    - #42">(iii) if "Actual/365 (Sterling) " is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366;
    - #42">(iv) if "Actual/360" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 360;
    - #42">(v) if "30/360", "360/360" or "Bond Basis" is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:
    - #43">(vi) if "30E/360" or "Eurobond Basis" is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:
    - #43">(vii) if "30E/360 (ISDA)" is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:
  - #43">(e) Notification of Rate of Interest and Interest Amounts
  - #44">(f) Determination or Calculation by Trustee
  - #44">(g) Linear Interpolation
  - #44">(h) Certificates to be final
- #44">4.3 Accrual of interest
  - #44">(a) the date on which all amounts due in respect of such Note have been paid; and
  - #44">(b) five days after the date on which the full amount of the moneys payable in respect of such Note has been received by the Agent and notice to that effect has been given to the Noteholders in accordance with Condition 13.
- #45">4.4 Benchmark discontinuation
  - #45">(a) Independent Adviser
  - #45">If any Benchmark Event occurs in relation to an Original Reference Rate when any Rate of Interest (or any component part thereof) remains to be determined by reference to such Original Reference Rate, then the Issuer shall use its reasonable endeavour...
  - #45">If the Issuer is unable to appoint an Independent Adviser, or the Independent Adviser appointed by the Issuer fails to determine a Successor Reference Rate or an Alternative Rate in accordance with this Condition 4.4(a) prior to the Interest Determina...
  - #45">An Independent Adviser appointed pursuant to this Condition 4.4 shall act in good faith as an expert and (in the absence of wilful misconduct or gross negligence) shall have no liability whatsoever to the Issuer, any Paying Agent, the Calculation Agen...
  - #45">(b) Successor Rate or Alternative Rate
  - #45">If the Independent Adviser acting in good faith and in a commercially reasonable manner, determines that:
    - #45">(i) there is a Successor Rate, then such Successor Rate shall (subject to adjustment as provided in Condition 4.4(c)) subsequently be used in place of the Original Reference Rate to determine the Rate of Interest (or the relevant component part thereo...
    - #45">(ii) there is no Successor Rate but that there is an Alternative Rate, then such Alternative Rate shall (subject to adjustment as provided in Condition 4.4(c)) subsequently be used in place of the Original Reference Rate to determine the Rate of Inter...
  - #45">(c) Adjustment Spread
  - #45">If the Independent Adviser acting in good faith, determines (i) that an Adjustment Spread is required to be applied to the Successor Rate or the Alternative Rate (as the case may be) and (ii) the quantum of, or a formula or methodology for determining...
  - #45">(d) Benchmark Amendments
  - #45">If any Successor Rate, Alternative Rate or Adjustment Spread is determined in accordance with this Condition 4.4 and the Independent Adviser acting in good faith, determines (i) that amendments to these Conditions and/or the Agency Agreement are neces...
  - #46">In connection with any such variation in accordance with this Condition 4.4(d), the Issuer shall comply with the rules of any stock exchange on which the Notes are for the time being listed or admitted to trading.
  - #46">Following any Benchmark Amendment, if it becomes generally accepted market practice in the area of publicly listed new issues of notes to use a benchmark rate of interest which is different from the Alternative Rate or Successor Rate which had already...
    - #46">Any amendment to the Conditions pursuant to this Condition 4.4 is subject to the prior written permission of the competent authority (provided that, at the relevant time, such permission is required to be given).
  - #46">(e) Notices, etc.
  - #46">Any Successor Rate, Alternative Rate, Adjustment Spread and the specific terms of any Benchmark Amendments, determined under this Condition 4.4 shall be notified promptly by the Issuer to each Paying Agent, the Calculation Agent and, in accordance wit...
  - #46">No later than notifying the Agent of the same, the Issuer shall deliver to the Agent, a certificate signed by two authorised signatories of the Issuer:
    - #46">(i) confirming (i) that a Benchmark Event has occurred, (ii) the Successor Rate or, as the case may be, the Alternative Rate and, (iii) where applicable, any Adjustment Spread and/or the specific terms of any Benchmark Amendments, in each case as dete...
    - #46">(ii) certifying that the Benchmark Amendments are necessary to ensure the proper operation of such Successor Rate, Alternative Rate and/or Adjustment Spread.
  - #46">The Agent shall make available such certificate at its offices for inspection by the Noteholders at all reasonable times during normal business hours.
  - #46">The Successor Rate or Alternative Rate and the Adjustment Spread (if any) and the Benchmark Amendments (if any) specified in such certificate will (in the absence of manifest error or bad faith in the determination of the Successor Rate or Alternative...
  - #46">(f) Survival of Original Reference Rate
  - #46">Without prejudice to the obligations of the Issuer, as the case may be, under Condition 4.4 (a), (b), (c) and (d), the Original Reference Rate and the fallback provisions provided for in Conditions 4.1 and 4.2 will continue to apply unless and until t...
  - #46">(g) Definitions
  - #46">As used in this condition 4.4:
  - #46">Adjustment SpreadŽ means either a spread (which may be positive or negative), or the formula or methodology for calculating a spread, in either case, which the Independent Adviser acting in good faith, determines is required to be applied to the Succ...
    - #47">(A) in the case of a Successor Rate, is formally recommended or formally provided as an option for the parties to adopt in relation to the replacement of the Original Reference Rate with the Successor Rate by any Relevant Nominating Body; or
    - #47">(B) (if no such recommendation has been made, or in the case of an Alternative Rate), the Independent Adviser determines is customarily applied to the relevant Successor Rate or Alternative Rate (as the case may be) in international debt capital marke...
    - #47">(C) (if no such recommendation has been made, or in the case of an Alternative Rate) the Independent Adviser determines acting in good faith, is recognised or acknowledged as being the industry standard for over-the-counter derivative transactions whi...
    - #47">(D) (if the Independent Adviser determines that no such industry standard is recognised or acknowledged) the Independent Adviser determines to be appropriate to reduce or eliminate, to the extent reasonably practicable in the circumstances, any econom...
  - #47">Alternative RateŽ means an alternative to the Reference Rate which the Independent Adviser has determined in accordance with Condition 4.4(b) which has replaced the Original Reference Rate in customary market usage in the international debt capital m...
  - #47">Benchmark AmendmentsŽ has the meaning given to it in Condition 4.4(d).
  - #47">Benchmark EventŽ means:
    - #47">(A) the Original Reference Rate ceasing be published for a period of at least five Business Days or ceasing to exist; or
    - #47">(B) a public statement by the administrator of the Original Reference Rate that it will, by a specified date within the following six months, cease publishing the Original Reference Rate permanently or indefinitely (in circumstances where no successor...
    - #47">(C) a public statement by the supervisor of the administrator of the Original Reference Rate that the Original Reference Rate has been or will, by a specified date within the following six months, be permanently or indefinitely discontinued; or
    - #47">(D) a public statement by the supervisor of the administrator of the Original Reference Rate, the effect of which means that the Original Reference Rate will be prohibited from being used or that its use will be subject to restrictions or adverse cons...
    - #47">(E) a public statement made by the supervisor of the administrator of the Original Reference Rate announcing that the Original Reference Rate is (i) no longer representative of any underlying market; or (ii) the methodology to calculate such Original ...
    - #48">(F) it has become unlawful or otherwise prohibited for any Paying Agent, the Calculation Agent, the Issuer to calculate any payments due to be made to any Noteholder using the Original Reference Rate or otherwise make use of the Original Reference Rat...
  - #48">Independent AdviserŽ means an independent financial institution of international repute or an independent financial adviser with appropriate expertise appointed by the Issuer under Condition 4.4(a).
  - #48">Original Reference RateŽ means the originally-specified Mid-Swap Rate, or any component customarily used in the determination thereof, or Reference Rate, as the case may be, used to determine the Rate of Interest (or any component part thereof) on th...
  - #48">Relevant Nominating BodyŽ means, in respect of a Reference Rate:
    - #48">(A) the central bank for the currency to which the Reference Rate relates, or any central bank or other supervisory authority which is responsible for supervising the administrator of the Reference Rate; or
    - #48">(B) any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (w) the central bank for the currency to which the Reference Rate relates, (x) any central bank or other supervisory authority which is responsi...
  - #48">Successor RateŽ means a successor to or replacement of the Original Reference Rate which is formally recommended by any Relevant Nominating Body.
#48">5. PAYMENTS
- #48">5.1 Method of payment
  - #48">(a) payments in a Specified Currency other than euro will be made by credit or transfer to an account in the relevant Specified Currency maintained by the payee with a bank in the principal financial centre of the country of such Specified Currency (w...
  - #48">(b) payments in euro will be made by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee.
- #48">5.2 Presentation of definitive Notes and Coupons
- #49">5.3 Payments in respect of Global Notes
- #49">5.4 General provisions applicable to payments
  - #50">(a) the Issuer has appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at such specified offices outside the United States of th...
  - #50">(b) payment of the full amount of such principal and interest at all such specified offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal an...
  - #50">(c) such payment is then permitted under United States law without involving, in the opinion of the Issuer, adverse tax consequences to the Issuer.
- #50">5.5 Payment Day
  - #50">(a) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in:
    - #50">(i) in the case of Notes in definitive form only, the relevant place of presentation;
    - #50">(ii) each Additional Financial Centre specified in the applicable Final Terms; and
  - #50">(b) either (A) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign cu...
- #50">5.6 Interpretation of principal and interest
  - #50">(a) any additional amounts which may be payable with respect to principal under Condition 7 or under any undertaking or covenant given in addition thereto, or in substitution therefor, pursuant to the Trust Deed;
  - #50">(b) the Final Redemption Amount of the Notes;
  - #50">(c) the Early Redemption Amount of the Notes;
  - #50">(d) the Optional Redemption Amount(s) (if any) of the Notes;
  - #50">(e) in relation to Zero Coupon Notes, the Amortised Face Amount (as defined in Condition 6.8); and
  - #50">(f) any premium and any other amounts (other than interest) which may be payable by the Issuer under or in respect of the Notes.
#51">6. REDEMPTION AND PURCHASE
- #51">6.1 Redemption at maturity
- #51">6.2 Redemption for tax reasons
  - #51">(a) on the occasion of the next payment due under the Notes, the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 7 as a result of any change in, or amendment to, the laws or regulations of the Nether...
  - #51">(b) such obligation cannot be avoided by the Issuer taking reasonable measures available to it,
- #51">6.3 Redemption at the option of the Issuer (Issuer Call)
  - #51">(a) 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 the Noteholders in accordance with Condition 13; and
  - #51">(b) not less than 5 days before the giving of the notice referred to in (a) above, notice to the Trustee and to the Agent;
  - #52">(a) the greater of (x) the Final Redemption Amount of the Redeemed Notes (as defined below) and (y) the sum of then present values of the remaining scheduled payments of principal and interest on the Redeemed Notes to the Issuer Maturity Call Date (ex...
  - #52">(b) any interest accrued but not paid on the Redeemed Notes to but excluding the Optional Redemption Date,
- #53">6.4 Redemption at the option of the Issuer (Issuer Maturity Call)
  - #53">(a) 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 the Noteholders in accordance with Condition 13; and
  - #53">(b) not less than 5 days before the giving of the notice referred to in (a) above, notice to the Trustee and to the Agent,
- #53">6.5 Redemption at the option of the Issuer (Issuer Clean-up Call)
  - #53">(a) 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 the Noteholders in accordance with Condition 13; and
  - #53">(b) not less than 5 days before the giving of the notice referred to in (a) above, notice to the Trustee and to the Agent,
- #53">6.6 Redemption at the option of the Issuer (Issuer Acquisition Call)
- #53">If Redemption following an Acquisition Event is specified as applicable in the relevant Final Terms and an Acquisition Event has occurred, the Issuer may, on giving (i) not less than 10 nor more than 30 days notice to Noteholders in accordance with C...
- #54">All Notes in respect of which any such notice is given shall be redeemed, on the date specified in such notice in accordance with this Condition.
- #54">For the purposes of this Condition:
- #54">an Acquisition EventŽ shall be deemed to have occurred if the Issuer (i) has not, on or prior to the Acquisition Completion Date (as specified in the Final Terms), completed and closed the acquisition of the Acquisition Target (as specified in the Fi...
- #54">6.7 Redemption at the option of the Noteholders (Investor Put)
  - #54">(a) Redemption at the option of the Noteholders (other than a Change of Control Put)
  - #54">(b) Change of Control Put
    - #54">(i) Subject to Condition 6.7(b)(vi) below, a "Put Event" will be deemed to occur if:
      - #55">(A) any Person or group of Persons acting in concert gains control of the Issuer ("Change of Control"); and
      - #55">(B) on the date (the "Relevant Announcement Date") that is the earlier of (i) the date of the first public announcement of the relevant Change of Control; and (ii) the date of the earliest Relevant Potential Change of Control Announcement (if any), th...
        #55">(1) an investment grade credit rating (Baa3/BBB…, or equivalent, or better), and such rating from any Rating Agency is within the Change of Control Period either downgraded to a non-investment grade credit rating (Ba1/BB+, or equivalent, or worse) or ...
        #55">(2) a non-investment grade credit rating (Ba1/BB+, or equivalent, or worse), and such rating from any Rating Agency is within the Change of Control Period downgraded by one or more notches (for illustration, Ba1/BB+ to Ba2/BB being one notch) or withd...
        #55">(3) no credit rating, and no Rating Agency assigns within the Change of Control Period an investment grade credit rating to the Notes,
      - #55">(C) in making the relevant decision referred to in (B)(1) or (2) above (if applicable), the relevant Rating Agency announces publicly or confirms in writing to the Issuer and the Trustee that such decision resulted, in whole or in part, from the occur...
    - #55">(ii) If a Put Event occurs (unless the Issuer has given notice under Condition 6.2), each Noteholder shall have the option to require the Issuer to redeem or, at the Issuer's option, purchase (or propose the purchase of) that Note on the Put Date (as ...
    - #55">(iii) Promptly upon the Issuer becoming aware that a Put Event has occurred the Issuer shall, and at any time upon the Trustee becoming similarly so aware the Trustee may, and if so requested by the holders of at least one-quarter in nominal amount of...
    - #55">(iv) To exercise the Put Option, the holder of this Note must, if it is in definitive form and held outside Euroclear and Clearstream, Luxembourg, deliver, at the specified office of any Paying Agent at any time during normal business hours of such Pa...
    - #56">(v) The Trustee is under no obligation to ascertain whether a Put Event has occurred and, until it shall have actual knowledge or notice pursuant to the Trust Deed to the contrary, the Trustee may assume that no Put Event has occurred.
    - #56">(vi) A Change of Control shall not apply to the acquisition of control by family members or successors by inheritance of the current ultimate owner of the Issuer or by companies owned by such family members or successors by inheritance or by trusts of...
    - #56">(vii) For the purpose of this Condition 6.7(b):
- #57">6.8 Early Redemption Amounts
  - #57">(a) in the case of a Note other than a Zero Coupon Note, at the amount specified in the applicable Final Terms or, if no such amount or manner is so specified in the applicable Final Terms, at its nominal amount; or
  - #57">(b) in the case of a Zero Coupon Note, at an amount (the "Amortised Face Amount") calculated in accordance with the following formula:
- #58">6.9 Purchases
- #58">6.10 Cancellation
- #58">6.11 Late payment on Zero Coupon Notes
  - #58">(a) the date on which all amounts due in respect of such Zero Coupon Note have been paid; and
  - #58">(b) five days after the date on which the full amount of the moneys payable in respect of such Zero Coupon Notes has been received by the Agent or the Trustee and notice to that effect has been given to the Noteholders in accordance with Condition 13.
#58">7. TAXATION
- #58">(a) presented for payment by or on behalf of a holder who is liable for such taxes or duties in respect of such Note or Coupon by reason of his having some connection with the Netherlands other than the mere holding of such Note or Coupon; or
- #58">(b) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that...
- #58">(c) presented for payment by or on behalf of a holder who would be able to avoid such withholding or deduction in whole or in part by presenting a form or certificate and/or by making a declaration of non-residence or other claim for exemption or redu...
#59">8. PRESCRIPTION
#59">9. EVENTS OF DEFAULT AND ENFORCEMENT
- #59">9.1 Events of Default
  - #59">(a) Non-Payment
  - #59">(b) Breach of Other Obligations
  - #59">(c) Cross-Default
  - #59">(d) Enforcement Proceedings
  - #60">(e) Security Enforced
  - #60">(f) Insolvency
  - #60">(g) Winding-up
  - #60">(h) Analogous Events
    - #60">(i) the net turnover on ordinary activities of a Subsidiary of the Issuer will be determined by its financial statements (on a consolidated basis if that Subsidiary itself has Subsidiaries) upon which the latest audited financial statements of the Gro...
    - #60">(ii) if a Subsidiary of the Issuer becomes a member of the Group after the date on which the latest audited financial statements of the Group have been prepared, the net turnover on ordinary activities of that Subsidiary (calculated on a consolidated ...
    - #60">(iii) the net turnover on ordinary activities of the Group will be determined from its latest audited financial statements; and
    - #61">(iv) if a Material Subsidiary disposes of all or (in the opinion of the Trustee) substantially all of its assets to another Subsidiary of the Issuer, it will immediately cease to be a Material Subsidiary and the other Subsidiary (if it is not already)...
- #61">9.2 Enforcement
#61">10. REPLACEMENT OF NOTES, COUPONS AND TALONS
#61">11. PAYING AGENTS
- #61">(a) there will at all times be an Agent; and
- #61">(b) so long as the Notes are listed on any stock exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of the re...
#62">12. EXCHANGE OF TALONS
#62">13. NOTICES
#63">14. MEETINGS OF NOTEHOLDERS, MODIFICATION, WAIVER AND SUBSTITUTION
#64">15. INDEMNIFICATION OF THE TRUSTEE AND TRUSTEE CONTRACTING WITH THE ISSUER
#64">16. FURTHER ISSUES
#64">17. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
#64">18. GOVERNING LAW AND SUBMISSION TO JURISDICTION
- #64">18.1 Governing law
- #64">18.2 Submission to jurisdiction
- #65">18.3 Appointment of process agent
  - #91">(i) who has a (fictitious) substantial interest (aanmerkelijk belang) in the Issuer within the meaning of chapter 4 of the Dutch Income Tax Act 2001 (Wet op de inkomstenbelasting 2001);
  - #91">(ii) who is an individual and for who the income or capital gains derived from the Notes are attributable to employment activities, the income from which is taxable in the Netherlands;
  - #91">(iii) that is an entity which is, pursuant to the Dutch Corporate income tax act 1969 (Wet op de vennootschapsbelasting 1969, "CITA"), not subject to Dutch corporate income tax or are in full or in part exempt from Dutch corporate income tax (such as ...
  - #91">(iv) that is an investment institution (beleggingsinstelling) as described in article 6a or 28 CITA;
  - #92">(v) that is an entity resident in Aruba, Curaçao or Sint Maarten which carries on an enterprise on Bonaire, Sint Eustatius or Saba through a permanent establishment (vaste inrichting) or permanent representative (vaste vertegenwoordiger) on Bonaire, S...
  - #92">(vi) that it is an entity, which is, as of 1 January 2021, affiliated to the Issuer within the meaning of the Withholding Tax Act of 2021 (Wet Bronbelasting 2021).
  - #92">(a) Residents in the Netherlands
    - #92">(i) Individuals who are resident or deemed to be resident in the Netherlands for Dutch income tax purposes ("Dutch Individuals"); and
    - #92">(ii) entities that are subject to the CITA and are resident or deemed to be resident in The Netherlands for Dutch corporate income tax purposes, ("Dutch Corporate Entities").
  - #92">(b) Non-residents in the Netherlands
    - #92">(i) the Noteholder, whether an individual or not, derives profits from an enterprise, whether as an entrepreneur or pursuant to a co-entitlement to the net worth of such enterprise other than as an entrepreneur or a shareholder, which enterprise is, i...
    - #93">(ii) the Noteholder is an individual and derives benefits from miscellaneous activities carried out in the Netherlands in respect of the Notes, including (without limitation) activities which are beyond the scope of active portfolio investment activit...
    - #93">(iii) the Noteholder is not an individual and is, other than by way of securities, entitled to a share in the profits of an enterprise or a co-entitlement to the net worth of an enterprise which enterprise is effectively managed in the Netherlands and...
    - #93">(iv) the Noteholder is an individual and is, other than by way of securities, entitled to a share in the profits of an enterprise, that is effectively managed in the Netherlands and to which enterprise the Notes are attributable.
  - #93">(a) at the time of the gift or death of the Noteholder, the Noteholder is resident, or is deemed to be resident, in the Netherlands;
  - #93">(b) the Noteholder passes away within 180 days after the date of the gift of the Notes and is not, or not deemed to be, at the time of the gift, but is, or deemed to be, at the time of his death, resident in the Netherlands;
  - #93">(c) the gift of the Notes is made under a condition precedent and the Noteholder is resident, or is deemed to be resident, in the Netherlands at the time the condition is fulfilled.
  - #96">(a) the expression "retail investor" means a person who is one (or more) of the following:
    - #96">(i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or
    - #96">(ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
    - #97">(iii) not a qualified investor as defined in the Prospectus Regulation; and
  - #97">(b) the expression an "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes.
  - #97">(a) [if the Final Terms in relation to the Notes specify that an offer of those Notes may be made other than pursuant to Article 1(4) of the Prospectus Regulation in that Relevant State (a "Non-exempt Offer"), following the date of publication of a pr...
  - #97">(b) at any time to any legal entity which is a qualified investor as defined in the Prospectus Regulation;
  - #97">(c) at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation), subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or
  - #97">(d) at any time in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
  - #97">(a) No deposit-taking: in relation to any Notes having a maturity of less than one year:
    - #97">(i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business; and
    - #97">(ii) it has not offered or sold and will not offer or sell any Notes other than to persons:
      - #97">(A) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or
      - #97">(B) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses,
  - #98">(b) Financial promotion: it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received ...
  - #98">(c) General compliance: it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the UK.
  - #98">(a) a corporation (which is not an accredited investor (as defined in Section 4A of the Securities and Futures Act)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of w...
  - #98">(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an individual who is an accredited investor,
    - #99">(i) to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the Securities and Futures Act; or
    - #99">(ii) where no consideration is or will be given for the transfer; or
    - #99">(iii) where the transfer is by operation of law; or
    - #99">(iv) as specified in Section 276(7) of the Securities and Futures Act; or
    - #99">(v) as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018 of Singapore.
#100">1. Listing and Admission to Trading
#100">2. Authorisation
#100">3. Legal and Arbitration Proceedings
#100">4. Significant/Material Adverse Change
#100">5. Auditors
#100">6. Documents on Display
- #100">(a) the constitutional documents of the Issuer (also available at https://www.theheinekencompany.com/investors/governance/articles-association);
- #100">(b) the audited annual consolidated financial statements of the Issuer for the financial years ended 31 December 2019 and 31 December 2018;
- #100">(c) the Agency Agreement;
- #100">(d) the Trust Deed (which contains the forms of the Notes in global and definitive form);
- #100">(e) the Programme Manual;
- #101">(f) the Issuer-ICSDs Agreement; and
- #101">(g) this Base Prospectus, any supplement to this Base Prospectus, each document incorporated by reference in this Base Prospectus from time to time and each Final Terms (save that Final Terms relating to Notes which are neither admitted to trading on ...
#101">7. Pricing
#101">8. Clearing of the Notes
#101">9. Dealers transacting with the Issuer
#101">10. ISDA Definitions