Obligation HeinekenN 4.625% ( XS0456567055 ) en EUR

HeinekenN

100 % ▼

Pays-Bas

XS0456567055 ( en EUR )

4.625% par an ( paiement annuel )

10/10/2016 - Obligation échue

Prospectus brochure de l'obligation Heineken XS0456567055 en EUR 4.625%, échue

1 000 EUR

400 000 000 EUR

Heineken est une brasserie internationale néerlandaise, l'une des plus grandes au monde, connue pour sa bière lager premium du même nom.

L'Obligation émise par HeinekenN ( Pays-Bas ) , en EUR, avec le code ISIN XS0456567055, paye un coupon de 4.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 10/10/2016

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 "General Description 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 31 March 2024. 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 or endorsed 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 EURIBOR (as defined in the Terms and
Conditions of the Notes), as specified in the applicable Final Terms, which is provided by the European Money Markets Institute ("EMMI").
As at the date of this Base Prospectus, EMMI is 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") and 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 UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("EUWA") (the "UK BMR"). 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
31 March 2023

TABLE OF CONTENTS
Page
GENERAL DESCRIPTION OF THE PROGRAMME ....................................................................................3
RISK FACTORS ............................................................................................................................................8
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 ................................................................................................................................. 63
FORM OF FINAL TERMS .......................................................................................................................... 64
HEINEKEN N.V. ......................................................................................................................................... 78
TAXATION .................................................................................................................................................. 90
SUBSCRIPTION AND SALE ...................................................................................................................... 95
GENERAL INFORMATION ...................................................................................................................... 100
GLOSSARY .............................................................................................................................................. 103
INDEX OF DEFINED TERMS .................................................................................................................. 105

2

GENERAL DESCRIPTION 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
of the Notes, 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 Bank (Europe), S.A.
Dealers:
ABN AMRO Bank N.V.
Barclays Bank Ireland PLC
BNP Paribas
Citigroup Global Markets Europe AG
Credit Suisse Bank (Europe), S.A.
HSBC Continental Europe
ING Bank N.V.
J.P. Morgan SE
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, 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

3

the Issuer and the relevant Dealer(s).
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.

4

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
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

5

Call Redemption Amount (as specified in the relevant Final
Terms), together with any interest accrued to, but excluding, the
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") or any other rate,
as specified in the applicable Final Terms. 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 Article 2 of the Prospectus Regulation as
it forms part of UK 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 is 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 or endorsed 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

6

(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.

7

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

8

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.
Early in the year, COVID-19 still forced major containment measures, diminished economic activity and
required drastic fiscal and monetary actions to protect jobs and markets. Additionally, the global economy
trends to a slow down due to the impact of the war in Ukraine and China's zero COVID-19 policy, which have
triggered inflationary pressure in supply chain and energy prices. This could lead to more structural shifts
and lead to inflation and a prolonged recession of the global economy, with governments applying tighter
monetary policies that weigh on real disposable income and consumption. This could increase the risk of
bankruptcies and the potential failure of certain sectors to fully recover. As a consequence, structural
unemployment especially for youth and decreasing purchasing power is likely to surge with knock-on
effects on consumer demand. Public debt, the disruption of global value chains and barriers to the cross-
border movement of people and goods round out the key risks. 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. A prolonged continuation of these measures and resulting consumer behaviour could have a
further negative impact on Heineken's business, financial condition and/or results of operations.
Heineken may be impacted by changes in the availability or price of raw and packaging materials,
commodities, transport, energy, water and other input costs
The supply and price of raw and packaging materials, commodities, transport, energy, water and other input
costs 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.
The war in Ukraine, and the economic sanctions and other regulations imposed as a result by the European
Union and the United States in particular (see further below `Heineken is exposed to developing market risks
such as the risks of conflict, sanctions, devaluation, nationalisation and inflation'), have and may continue to
disrupt supplies or affect the prices of certain raw and packaging materials. Should the war in Ukraine or
other international locations further escalate, it is difficult to anticipate the extent to which the war and any
current or future sanctions could increase Heineken's costs, disrupt its supplies, reduce its sales or otherwise
affect its operations.
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 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.
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

9

Consumers have an ever-expanding choice of beverages & brands available to meet their needs. Within the
beer category, the popularity of craft beer and the rise of low and no-alcohol products have been the most
noticeable changes in consumer tastes in recent years. In particular, an increased consumer focus on health
and well-being is resulting in a growing interest in low-alcohol, low-calorie, and low-carb propositions.
Beyond beer, diversification of choice in Ready-To-Drink(s) is remarkable but volatile. Long held boundaries
between beer, wine, spirits, and non-alcoholic beverages are blurring, changing the face of competition and
stretching brands into new domains. This may result in fluctuations in demand for Heineken's products.
Relevant 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 operates in highly competitive markets and industry consolidation in the beverage and
distribution sectors as well as among its customers could place Heineken at a competitive
disadvantage
Consolidation and convergence in the beverages industry may affect existing market dynamics due to
competitive disadvantage with suppliers and increased competition on commercial spend and customer
acquisition strategies. There is increasing risk from increasing consolidation and competition within overall
beverages, with non-beer competitors targeting the same consumers and occasions as beer players,
through product offerings such as hard seltzers and pre-mix spirits cocktails.
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 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.

10

Document Outline

#26">(a) the audited annual consolidated financial statements of the Issuer in respect of the financial year ended 31 December 2022, 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 2021, 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:
- #26">(i) Base Prospectus dated 7 March 2012 (pages 27-57 inclusive), https://www.theheinekencompany.com/sites/theheinekencompany/files/Downloads/PDF/investors/bondholder-information/bonds/heineken-emtn-base-prospectus-2012.pdf;
- #26">(ii) Base Prospectus dated 7 March 2013 (pages 44-72 inclusive), https://www.theheinekencompany.com/sites/theheinekencompany/files/Downloads/PDF/investors/bondholder-information/bonds/heineken-emtn-base-prospectus-2013.pdf
- #27">(iii) Base Prospectus dated 12 March 2015 (pages 45-75 inclusive), https://www.theheinekencompany.com/sites/theheinekencompany/files/Downloads/PDF/investors/bondholder-information/bonds/heineken-emtn-base-prospectus-2015.pdf;
- #27">(iv) Base Prospectus dated 8 March 2016 (pages 44-74 inclusive), https://www.theheinekencompany.com/sites/theheinekencompany/files/Downloads/PDF/investors/bondholder-information/bonds/heineken-emtn-base-prospectus-2016.pdf;
- #27">(v) Base Prospectus dated 3 March 2017 (pages 44-73 inclusive), https://www.theheinekencompany.com/sites/theheinekencompany/files/Downloads/PDF/investors/bondholder-information/bonds/heineken-emtn-base-prospectus-2017.pdf;
- #27">(vi) Base Prospectus dated 12 March 2018 (pages 26-55 inclusive), https://www.theheinekencompany.com/sites/theheinekencompany/files/Downloads/PDF/investors/bondholder-information/bonds/heineken-emtn-base-prospectus-2018.pdf;
- #27">(vii) Base Prospectus dated 12 March 2020 (pages 31-65 inclusive), https://www.theheinekencompany.com/sites/theheinekencompany/files/Downloads/PDF/investors/bondholder-information/bonds/heineken-emtn-base-prospectus-2020.pdf; and
- #27">(viii) Base Prospectus dated 1 April 2022 (pages 31-62 inclusive), https://www.theheinekencompany.com/sites/theheinekencompany/files/Downloads/PDF/investors/bondholder-information/bonds/EMTN-2022-prospectus.pdf.
#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
      - #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) Definitions
    - #38">(i) in the case of a determination of EURIBOR, the principal Euro-zone office of four major banks in the Euro-zone interbank market; and
    - #38">(ii) 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,
    - #38">in each case selected by the Agent.
  - #38">(c) Minimum Rate of Interest and/or Maximum Rate of Interest
  - #38">(d) Determination of Rate of Interest and calculation of Interest Amounts
    - #38">(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
    - #38">(B) in the case of Floating Rate Notes in definitive form, the Calculation Amount;
    - #39">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...
    - #39">(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...
    - #39">(ii) if "Actual/365 (Fixed) " is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365;
    - #39">(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;
    - #39">(iv) if "Actual/360" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 360;
    - #39">(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:
    - #39">(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:
    - #40">(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:
  - #40">(e) Notification of Rate of Interest and Interest Amounts
  - #40">(f) Linear Interpolation
  - #41">(g) Certificates to be final
- #41">4.3 Accrual of interest
  - #41">(a) the date on which all amounts due in respect of such Note have been paid; and
  - #41">(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.
- #41">4.4 Benchmark discontinuation
  - #41">(a) Independent Adviser
  - #41">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...
  - #41">In making such determination, the 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, the oth...
  - #41">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 prior to the Interest Determinatio...
  - #42">(b) Successor Rate or Alternative Rate
  - #42">If the Independent Adviser acting in good faith and in a commercially reasonable manner, determines that:
    - #42">(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...
    - #42">(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...
  - #42">(c) Adjustment Spread
  - #42">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...
  - #42">(d) Benchmark Amendments
  - #42">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...
  - #42">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.
  - #42">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...
  - #42">(e) Notices, etc.
  - #42">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 the Agent, the other Paying Agents and, in accordance with Cond...
  - #43">No later than notifying the Agent and the other Paying Agents of the same, the Issuer shall deliver to the Agent and the other Paying Agents, a certificate signed by two authorised signatories of the Issuer:
    - #43">(i) confirming (i) that a Benchmark Event has occurred, (ii) the Successor Rate or, as the case may be, the Alternative Rate, (iii) where applicable, any Adjustment Spread and (iv) the specific terms of any Benchmark Amendments, in each case as determ...
    - #43">(ii) certifying that the Benchmark Amendments are necessary to ensure the proper operation of such Successor Rate, Alternative Rate and/or Adjustment Spread.
  - #43">The Agent shall make available such certificate at its offices for inspection by the Noteholders at all reasonable times during normal business hours.
  - #43">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...
  - #43">(f) Survival of Original Reference Rate
  - #43">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...
  - #43">(g) Definitions
  - #43">As used in this condition 4.4:
  - #43">Adjustment SpreadŽ means either a spread (which may be positive, negative or zero), 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 th...
    - #43">(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
    - #43">(B) (if no such recommendation has been made, or in the case of an Alternative Rate), the Independent Adviser determines, acting in good faith, is customarily applied to the relevant Successor Rate or Alternative Rate (as the case may be) in internati...
    - #43">(C) (if the Independent Adviser determines that no such industry standard is recognised or acknowledged), the Independent Adviser determines, acting in good faith, is recognised or acknowledged as being the industry standard for over-the-counter deriv...
  - #43">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...
  - #44">Benchmark AmendmentsŽ has the meaning given to it in Condition 4.4(d).
  - #44">Benchmark EventŽ means:
    - #44">(A) the Original Reference Rate ceasing to be published for a period of at least five Business Days or ceasing to exist; or
    - #44">(B) a public statement by the administrator of the Original Reference Rate that it has ceased or it will, by a specified date within the following six months, cease publishing the Original Reference Rate permanently or indefinitely (in circumstances w...
    - #44">(C) a public statement by the supervisor of the administrator of the Original Reference Rate, that the Original Reference Rate has been or will be, by a specified date within the following six months, permanently or indefinitely discontinued; or
    - #44">(D) a public statement by the supervisor of the administrator of the Original Reference Rate, that the Original Reference Rate is or will be as of a certain date, no longer representative of its relevant underlying market and that such representativen...
    - #44">(E) a public statement by the supervisor of the administrator of the Original Reference Rate, that means the Original Reference Rate will be prohibited from being used or that its use will be subject to restrictions or adverse consequences, in each ca...
    - #44">(F) it has become unlawful or otherwise prohibited for the Agent, the other Paying Agents or 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 Rate w...
  - #44">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).
  - #44">Original Reference RateŽ means the originally-specified Reference Rate used to determine the Rate of Interest (or any component part thereof) on the Notes.
  - #44">Relevant Nominating BodyŽ means, in respect of a Reference Rate:
    - #44">(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
    - #44">(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...
  - #44">Successor RateŽ means a successor to or replacement of the Original Reference Rate which is formally recommended by any Relevant Nominating Body.
#44">5. PAYMENTS
- #44">5.1 Method of payment
  - #44">(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...
  - #45">(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.
- #45">5.2 Presentation of definitive Notes and Coupons
- #46">5.3 Payments in respect of Global Notes
- #46">5.4 General provisions applicable to payments
  - #46">(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...
  - #46">(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...
  - #46">(c) such payment is then permitted under United States law without involving, in the opinion of the Issuer, adverse tax consequences to the Issuer.
- #46">5.5 Payment Day
  - #46">(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:
    - #46">(i) in the case of Notes in definitive form only, the relevant place of presentation;
    - #46">(ii) each Additional Financial Centre specified in the applicable Final Terms; and
  - #46">(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...
- #47">5.6 Interpretation of principal and interest
  - #47">(a) any additional amounts which may be payable with respect to principal under Condition 7;
  - #47">(b) the Final Redemption Amount of the Notes;
  - #47">(c) the Early Redemption Amount of the Notes;
  - #47">(d) the Optional Redemption Amount(s) (if any) of the Notes;
  - #47">
  - #47">(f) any premium and any other amounts (other than interest) which may be payable by the Issuer under or in respect of the Notes.
#47">6. REDEMPTION AND PURCHASE
- #47">6.1 Redemption at maturity
- #47">6.2 Redemption for tax reasons
  - #47">
  - #47">(b) such obligation cannot be avoided by the Issuer taking reasonable measures available to it,
- #48">6.3 Redemption at the option of the Issuer (Issuer Call)
  - #48">
  - #48">(b) not less than 5 days before the giving of the notice referred to in (a) above, notice to the Agent;
  - #48">(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...
  - #49">(b) any interest accrued but not paid on the Redeemed Notes to but excluding the Optional Redemption Date,
- #49">6.4 Redemption at the option of the Issuer (Issuer Maturity Call)
  - #49">
  - #49">
- #50">6.5 Redemption at the option of the Issuer (Issuer Clean-up Call)
  - #50">
  - #50">
- #50">6.6 Redemption at the option of the Issuer (Issuer Acquisition Call)
- #50">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...
- #50">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.
- #50">For the purposes of this Condition:
- #50">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...
- #50">6.7 Redemption at the option of the Noteholders (Investor Put)
  - #50">(a) Redemption at the option of the Noteholders (other than a Change of Control Put)
  - #51">(b) Change of Control Put
    - #51">
      - #51">(A) any Person or group of Persons acting in concert gains control of the Issuer ("Change of Control"); and
      - #51">(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...
        #51">(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 ...
        #51">(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...
        #51">(3) no credit rating, and no Rating Agency assigns within the Change of Control Period an investment grade credit rating to the Notes,
      - #52">(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/or the Noteholders that such decision resulted, in whole or in part, from th...
    - #52">
    - #52">
    - #52">(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...
    - #53">(v) 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 ...
    - #53">
- #53">6.8 Early Redemption Amounts
  - #53">(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
  - #53">(b) in the case of a Zero Coupon Note, at an amount (the "Amortised Face Amount") calculated in accordance with the following formula:
- #54">6.9 Purchases
- #54">6.10 Cancellation
- #54">6.11 Late payment on Zero Coupon Notes
  - #54">(a) the date on which all amounts due in respect of such Zero Coupon Note have been paid; and
  - #54">
#54">7. TAXATION
- #55">(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;
- #55">(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...
- #55">(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...
- #55">(d) where a withholding or deduction is required to be made pursuant to the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021).
#55">8. PRESCRIPTION
#55">9. EVENTS OF DEFAULT AND ENFORCEMENT
- #55">9.1 Events of Default
  - #55">(a) Non-Payment
  - #55">(b) Breach of Other Obligations
  - #56">(c) Cross-Default
  - #56">(d) Enforcement Proceedings
  - #56">(e) Security Enforced
  - #56">(f) Insolvency
  - #56">(g) Winding-up
  - #56">(h) Analogous Events
    - #57">(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...
    - #57">(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 ...
    - #57">(iii) the net turnover on ordinary activities of the Group will be determined from its latest audited financial statements; and
    - #57">(iv) if a Material Subsidiary disposes of all or 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) will immediately become a Mater...
#57">10. REPLACEMENT OF NOTES, COUPONS AND TALONS
#57">11. PAYING AGENTS
- #58">(a) there will at all times be an Agent; and
- #58">(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...
#58">12. EXCHANGE OF TALONS
#58">13. NOTICES
#59">14. MEETINGS OF NOTEHOLDERS, MODIFICATION AND WAIVER
#59">15. SUBSTITUTION OF THE ISSUER
- #59">(a) The Issuer may, without any further consent of the Noteholders or Couponholders being required, when no payment of principal of or interest on any of the Notes is in default, be replaced and substituted by any directly or indirectly wholly-owned s...
  - #60">(i) such documents shall be executed by the Substituted Debtor and the Issuer as may be necessary to give full effect to the substitution (together the DocumentsŽ) and (without limiting the generality of the foregoing) pursuant to which the Substitut...
  - #60">(ii) the Documents shall contain a covenant by the Substituted Debtor and the Issuer to indemnify and hold harmless each Noteholder and Couponholder against all liabilities, costs, charges and expenses (provided that insofar as the liabilities, costs,...
  - #60">(iii) the Documents shall contain a warranty and representation by the Substituted Debtor and the Issuer (a) that each of the Substituted Debtor and the Issuer has obtained all necessary governmental and regulatory approvals and consents for such subs...
  - #60">(iv) each stock exchange which has Notes listed thereon shall have confirmed to the Issuer that following the proposed substitution of the Substituted Debtor such Notes would continue to be listed on such stock exchange;
  - #60">(v) the Substituted Debtor shall have delivered to the Agent or procured the delivery to the Agent of a legal opinion from a leading firm of local lawyers acting for the Substituted Debtor to the effect that the Substituted Debtor has the capacity, po...
  - #60">(vi) the Issuer shall have delivered to the Agent or procured the delivery to the Agent of a legal opinion from the internal legal adviser to the Issuer to the effect that the Documents (including the Guarantee) constitute legal, valid and binding obl...
  - #60">(vii) the Issuer shall have delivered to the Agent or procured the delivery to the Agent of a legal opinion from a leading firm of Dutch lawyers to the effect that the Documents (including the Guarantee) constitute legal, valid and binding obligations...
- #61">(b) In connection with any substitution effected pursuant to this Condition, neither the Issuer nor the Substituted Debtor need have any regard to the consequences of any such substitution for individual Noteholders or Couponholders resulting from the...
- #61">(c) Upon the execution of the Documents as referred to in paragraph (a) above, and subject to the notification as referred to in paragraph (e) below having been given, the Substituted Debtor shall be deemed to be named in the Notes and the relative Co...
- #61">(d) The Documents shall be deposited with and held by the Agent for so long as any Notes or Coupons remain outstanding and for so long as any claim made against the Substituted Debtor by any Noteholder or Couponholder in relation to the Notes or the r...
- #61">(e) Not later than 15 business days after the execution of the Documents, the Substituted Debtor shall give notice thereof to the Noteholders in accordance with Condition 13.
#61">16. FURTHER ISSUES
#61">17. GOVERNING LAW AND SUBMISSION TO JURISDICTION
- #61">17.1 Governing law
- #61">17.2 Submission to jurisdiction
  - #91">(i) who has a (deemed) substantial interest (aanmerkelijk belang) in the Issuer within the meaning of chapter 4 of the Dutch Income Tax Act 2001 (Wet 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 CITA, not subject to Dutch corporate income tax or are in full or in part exempt from Dutch corporate income tax (such as pension funds);
  - #91">(iv) that is an investment institution (beleggingsinstelling) as described in article 6a or 28 CITA; or
  - #91">(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...
  - #91">(a) Residents in the Netherlands
    - #91">(i) Individuals who are resident or deemed to be resident in the Netherlands for Dutch income tax purposes (Dutch IndividualsŽ); and
    - #91">(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 EntitiesŽ).
  - #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...
    - #92">(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...
    - #92">(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...
    - #92">(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.
  - #92">(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;
  - #92">(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;
  - #92">(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.
  - #95">(a) the expression "retail investor" means a person who is one (or more) of the following:
    - #95">(i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or
    - #95">(ii) a customer within the meaning of 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
    - #95">(iii) not a qualified investor as defined in the Prospectus Regulation; and
  - #96">(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.
  - #96">(a) at any time to any legal entity which is a qualified investor as defined in the Prospectus Regulation;
  - #96">(b) 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
  - #96">(c) at any time in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
  - #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 (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWAŽ); or
    - #96">(ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8...
    - #96">(iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation; and
  - #96">(b) the expression an offerŽ 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">(i) at any time to any legal entity which is a qualified investor as defined in Article 2 of the UK Prospectus Regulation;
    - #97">(ii) at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in Article 2 of the UK Prospectus Regulation) in the United Kingdom, subject to obtaining the prior consent of the relevant Dealer or Dealers nomina...
    - #97">(iii) at any time in any other circumstances falling within section 86 of the FSMA,
  - #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,
  - #97">(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 ...
  - #97">(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 SFA)) 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 whom is an accredited in...
  - #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,
    - #98">(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)(c)(ii) of the SFA; or
    - #98">(ii) where no consideration is or will be given for the transfer; or
    - #98">(iii) where the transfer is by operation of law; or
    - #98">(iv) as specified in Section 276(7) of the SFA; or
    - #98">(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 2022 and 31 December 2021;
- #100">(c) the Agency Agreement;
- #100">(d) the Programme Manual;
- #101">(e) the Issuer-ICSDs Agreement;
- #101">(f) 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">(g) the most recent certificate listing the Issuers Material Subsidiaries as referred to in Condition 9 (Events of Default and Enforcement) of the Terms and Conditions of the Notes.
#101">7. Pricing
#101">8. Clearing of the Notes
#101">9. Dealers transacting with the Issuer
#102">10. ISDA Definitions
#102">11. BNP Paribas Branch Information
#102">BNP Paribas, Luxembourg Branch, being part of a financial group providing client services with a worldwide network covering different time zones, may entrust parts of its operational processes to other BNP Paribas Group entities and/or third parties, ...
#102">Further information on the international operating model of BNP Paribas, Luxembourg Branch may be provided upon request.
#102">12.