Obligation Heineken Holding 2.562% ( XS0920838371 ) en EUR

Heineken Holding

100 % ▼

Pays-bas

XS0920838371 ( en EUR )

2.562% par an ( paiement annuel )

19/04/2033 - Obligation échue

Prospectus brochure de l'obligation Heineken NV XS0920838371 en EUR 2.562%, échue

100 000 EUR

100 000 000 EUR

Heineken NV est une société brassicole multinationale néerlandaise, l'une des plus grandes au monde, connue pour sa bière Heineken et un large portefeuille de marques internationales.

L'Obligation émise par Heineken Holding ( Pays-bas ) , en EUR, avec le code ISIN XS0920838371, paye un coupon de 2.562% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 19/04/2033

BASE PROSPECTUS

HEINEKEN N.V.
(incorporated with limited liability in the Netherlands)
10,000,000,000
Euro Medium Term Note Programme
Under this 10,000,000,000 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).
This Base Prospectus has been approved by the Luxembourg Commission de Surveil ance du Secteur Financier (the "CSSF") as a
base prospectus issued in compliance with Directive 2003/71/EC (as amended) (the "Prospectus Directive") and relevant
implementing measures in Luxembourg 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 Directive and relevant implementing measures in Luxembourg. The CSSF assumes no responsibility for the economic
and financial soundness of the transactions contemplated by this Base Prospectus or the quality or solvency of the Issuer in
accordance with Article 7(7) of the Luxembourg law dated 10 July 2005 on prospectuses for securities (loi relative aux prospectus
pour valeurs mobilières) as amended by the Luxembourg law dated 3 July 2012 (the "Prospectus Act 2005").
Applications have been made for such Notes 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 2004/39/EC (the "Markets in
Financial Instruments Directive").
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 wil 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 under "Risk Factors" on pages 28 to 38 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 (http://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.
Arranger
Credit Suisse
Dealers
ABN AMRO
Barclays
BNP PARIBAS
Citigroup
Credit Suisse
HSBC
ING Commercial Banking
J.P. Morgan
7 March 2013

CONTENTS
Clause
PAGE
Important Notices ............................................................................................................................................ 3
Summary of the Programme......................................................................................................................... 10
Overview of the Programme ......................................................................................................................... 24
Risk Factors .................................................................................................................................................. 28
Information Incorporated by Reference ........................................................................................................ 39
General Description of the Programme ........................................................................................................ 40
Forms of the Notes ....................................................................................................................................... 41
Terms and Conditions of the Notes .............................................................................................................. 44
Use of Proceeds ........................................................................................................................................... 73
Forms of Final Terms .................................................................................................................................... 74
Heineken N.V. ............................................................................................................................................... 94
Selected Financial Information ................................................................................................................... 117
Taxation ...................................................................................................................................................... 118
Subscription and Sale ................................................................................................................................. 130
General Information .................................................................................................................................... 135
Glossary ...................................................................................................................................................... 138
Financial Statements .................................................................................................................................. 140

2

IMPORTANT NOTICES
This Base Prospectus constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus
Directive.
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 does not omit anything likely to affect the import of such
information.
Each Tranche of Notes wil 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 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 wil 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.

3

The maximum aggregate nominal amount of Notes outstanding at any one time under the Programme will
not exceed 10,000,000,000 (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.
IMPORTANT INFORMATION RELATING TO NON-EXEMPT OFFERS OF NOTES
Restrictions on Non-exempt offers of Notes in Relevant Member States
Certain Tranches of Notes with a denomination of less than 100,000 (or its equivalent in any other
currency) may be offered in circumstances where there is no exemption from the obligation under the
Prospectus Directive to publish a prospectus. Any such offer is referred to as a "Non-exempt Offer". This
Base Prospectus has been prepared on a basis that permits Non-exempt Offers of Notes. However, any
person making or intending to make a Non-exempt Offer of Notes in any Member State of the European
Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") may
only do so if this Base Prospectus has been approved by the competent authority in that Relevant Member
State (or, where appropriate, approved in another Relevant Member State and notified to the competent
authority in that Relevant Member State) and published in accordance with the Prospectus Directive,
provided that the Issuer has consented to the use of this Base Prospectus in connection with such offer as
provided under "Consent given in accordance with Article 3.2 of the Prospectus Directive (Retail Cascades)"
below and the conditions attached to that consent are complied with by the person making the Non-exempt
Offer of such Notes.
Save as provided above, neither the Issuer nor any Dealer has authorised, nor does any of them authorise,
the making of any Non-exempt Offer of Notes in circumstances in which an obligation arises for the Issuer or
any Dealer to publish or supplement a prospectus for such offer.
Consent given in accordance with Article 3.2 of the Prospectus Directive (Retail Cascades)
In the context of a Non-exempt Offer of such Notes, the Issuer accepts responsibility, in the jurisdictions to
which the consent to use the Base Prospectus extends, for the content of this Base Prospectus under Article
6 of the Prospectus Directive in relation to any person (an "Investor") who acquires any Notes in a Non-
exempt Offer made by any person to whom the Issuer has given consent to the use of this Base Prospectus
(an "Authorised Offeror") in that connection, provided that the conditions attached to that consent are
complied with by the Authorised Offeror. The consent and conditions attached to it are set out under
"Consent" and "Common Conditions to Consent" below.
None of the Issuer and any Dealer makes any representation as to the compliance by an Authorised Offeror
with any applicable conduct of business rules or other applicable regulatory or securities law requirements in
relation to any Non-exempt Offer and none of the Issuer and any Dealer has any responsibility or liability for
the actions of that Authorised Offeror.
Save as provided below, neither the Issuer nor any Dealer has authorised the making of any Non-
exempt Offer by any offeror and the Issuer has not consented to the use of this Base Prospectus by
any other person in connection with any Non-exempt Offer of Notes. Any Non-exempt Offer made
without the consent of the Issuer is unauthorised and neither the Issuer nor any Dealer accepts any
responsibility or liability for the actions of the persons making any such unauthorised offer. If, in the
context of a Non-exempt Offer, an Investor is offered Notes by a person which is not an Authorised Offeror,
the Investor should check with that person whether anyone is responsible for this Base Prospectus for the
purposes of Article 6 of the Prospectus Directive in the context of the Non-exempt Offer and, if so, who that
person is. If the Investor is in any doubt about whether it can rely on this Base Prospectus and/or who is
responsible for its contents it should take legal advice.

4

Consent
In connection with each Tranche of Notes and subject to the conditions set out below under "Common
Conditions to Consent":
(a)
the Issuer consents to the use of this Base Prospectus (as supplemented as at the relevant time, if
applicable) in connection with a Non-exempt Offer of such Notes by the relevant Dealer and by:
(i)
any financial intermediary named as an Initial Authorised Offeror in the applicable Final
Terms; and
(ii)
any financial intermediary appointed after the date of the applicable Final Terms and whose
name is published on the Issuer's website (www.heinekeninternational.com) and identified
as an Authorised Offeror in respect of the relevant Non-exempt Offer;
(b)
if (and only if) Part B of the applicable Final Terms specifies "General Consent" as being applicable,
the Issuer hereby offers to grant its consent to the use of this Base Prospectus (as supplemented as
at the relevant time, if applicable) in connection with a Non-exempt Offer of Notes by any financial
intermediary which satisfies the following conditions:
(i)
it is authorised to make such offers under applicable legislation implementing the Markets in
Financial Instruments Directive (Directive 2004/39/EC); and
(ii)
it accepts such offer by publishing on its website the following statement (with the
information in square brackets completed with the relevant information):
"We, [insert legal name of financial intermediary], refer to the [insert title of relevant Notes]
(the "Notes") described in the Final Terms dated [insert date] (the "Final Terms") published
by Heineken N.V. (the "Issuer"). We hereby accept the offer by the Issuer of its consent to
our use of the Base Prospectus (as defined in the Final Terms) in connection with the offer
of the Notes in accordance with the Authorised Offeror Terms and subject to the conditions
to such consent, each as specified in the Base Prospectus, and we are using the Base
Prospectus accordingly."
The "Authorised Offeror Terms" are that the relevant financial intermediary:
(A)
will, and it agrees, represents, warrants and undertakes for the benefit of the Issuer and the
relevant Dealer that it will, at all times in connection with the relevant Non-exempt Offer:
I.
act in accordance with, and be solely responsible for complying with, all applicable
laws, rules, regulations and guidance of any applicable regulatory bodies (the
"Rules") from time to time including, without limitation and in each case, Rules
relating to both the appropriateness or suitability of any investment in the Notes by
any person and disclosure to any potential Investor, and will immediately inform the
Issuer and the relevant Dealer if at any time such financial intermediary becomes
aware or suspects that it is or may be in violation of any Rules and take all
appropriate steps to remedy such violation and comply with such Rules in all
respects;
II.
comply with the restrictions set out under "Subscription and Sale" in this Base
Prospectus which would apply as if it were a Dealer;
III.
ensure that any fee (and any other commissions or benefits of any kind) received or
paid by that financial intermediary in relation to the offer or sale of the Notes does
not violate the Rules and, to the extent required by the Rules, is fully and clearly
disclosed to Investors or potential Investors;

5

IV.
hold all licences, consents, approvals and permissions required in connection with
solicitation of interest in, or offers or sales of, the Notes under the Rules;
V.
comply with applicable anti-money laundering, anti-bribery, anti-corruption and
"know your client" Rules (including, without limitation, taking appropriate steps, in
compliance with such Rules, to establish and document the identity of each potential
Investor prior to initial investment in any Notes by the Investor), and will not permit
any application for Notes in circumstances where the financial intermediary has any
suspicions as to the source of the application monies;
VI.
retain Investor identification records for at least the minimum period required under
applicable Rules, and shall, if so requested, make such records available to the
relevant Dealer, the Issuer or directly to the appropriate authorities with jurisdiction
over the Issuer and/or the relevant Dealer in order to enable the Issuer and/or the
relevant Dealer to comply with anti-money laundering, anti-bribery, anti-corruption
and "know your client" Rules applying to the Issuer and/or the relevant Dealer;
VII.
ensure that no holder of Notes or potential Investor in Notes shall become an
indirect or direct client of the Issuer or the relevant Dealer for the purposes of any
applicable Rules from time to time, and to the extent that any client obligations are
created by the relevant financial intermediary under any applicable Rules, then such
financial intermediary shall perform any such obligations so arising;
VIII.
co-operate with the Issuer and the relevant Dealer in providing such information
(including, without limitation, documents and records maintained pursuant to
paragraph (VI) above) upon written request from the Issuer or the relevant Dealer as
is available to such financial intermediary or which is within its power and control
from time to time, together with such further assistance as is reasonably requested
by the Issuer or the relevant Dealer:
(i)
in connection with any request or investigation by any regulator in relation to
the Notes, the Issuer or the relevant Dealer; and/or
(ii)
in connection with any complaints received by the Issuer and/or the relevant
Dealer relating to the Issuer and/or the relevant Dealer or another
Authorised Offeror including, without limitation, complaints as defined in
rules published by any regulator of competent jurisdiction from time to time;
and/or
(iii)
which the Issuer or the relevant Dealer may reasonably require from time to
time in relation to the Notes and/or as to allow the Issuer or the relevant
Dealer fully to comply with its own legal, tax and regulatory requirements,
in each case, as soon as is reasonably practicable and, in any event, within any time
frame set by any such regulator or regulatory process;
IX.
during the primary distribution period of the Notes: (i) only sell the Notes at the Issue
Price specified in the applicable Final Terms (unless otherwise agreed with the
relevant Dealer); (ii) only sell the Notes for settlement on the Issue Date specified in
the relevant Final Terms; (iii) not appoint any sub-distributors (unless otherwise
agreed with the relevant Dealer); (iv) not pay any fee or remuneration or
commissions or benefits to any third parties in relation to the offering or sale of the
Notes (unless otherwise agreed with the relevant Dealer); and (v) comply with such
other rules of conduct as may be reasonably required and specified by the relevant
Dealer;

6

X.
either (i) obtain from each potential Investor an executed application for the Notes,
or (ii) keep a record of all requests such financial intermediary (x) makes for its
discretionary management clients, (y) receives from its advisory clients and (z)
receives from its execution-only clients, in each case prior to making any order for
the Notes on their behalf, and in each case maintain the same on its files for so long
as is required by any applicable Rules;
XI.
ensure that it does not, directly or indirectly, cause the Issuer or the relevant Dealer
to breach any Rule or subject the Issuer or the relevant Dealer to any requirement to
obtain or make any filing, authorisation or consent in any jurisdiction;
XII.
comply with the conditions to the consent referred to under "Common Conditions to
Consent" below and any further requirements relevant to the Non-exempt Offer as
specified in the applicable Final Terms;
XIII.
make available to each potential Investor in the Notes the Base Prospectus (as
supplemented as at the relevant time, if applicable), the applicable Final Terms and
any applicable information booklet provided by the Issuer for such purpose, and not
convey or publish any information that is not contained in or entirely consistent with
the Base Prospectus; and
XIV.
if it conveys or publishes any communication (other than the Base Prospectus or
any other materials provided to such financial intermediary by or on behalf of the
Issuer for the purposes of the relevant Non-exempt Offer) in connection with the
relevant Non-exempt Offer, it will ensure that such communication (A) is fair, clear
and not misleading and complies with the Rules, (B) states that such financial
intermediary has provided such communication independently of the Issuer, that
such financial intermediary is solely responsible for such communication and that
none of the Issuer and the relevant Dealer accepts any responsibility for such
communication and (C) does not, without the prior written consent of the Issuer or
the relevant Dealer (as applicable), use the legal or publicity names of the Issuer or
the relevant Dealer or any other name, brand or logo registered by an entity within
their respective groups or any material over which any such entity retains a
proprietary interest, except to describe the Issuer as issuer of the relevant Notes on
the basis set out in the Base Prospectus;
(B)
agrees and undertakes to indemnify each of the Issuer and the relevant Dealer (in each
case on behalf of such entity and its respective directors, officers, employees, agents,
affiliates and controlling persons) against any losses, liabilities, costs, claims, charges,
expenses, actions or demands (including reasonable costs of investigation and any defence
raised thereto and counsel's fees and disbursements associated with any such investigation
or defence) which any of them may incur or which may be made against any of them arising
out of or in relation to, or in connection with, any breach of any of the foregoing agreements,
representations, warranties or undertakings by such financial intermediary, including (without
limitation) any unauthorised action by such financial intermediary or failure by such financial
intermediary to observe any of the above restrictions or requirements or the making by such
financial intermediary of any unauthorised representation or the giving or use by it of any
information which has not been authorised for such purposes by the Issuer or the relevant
Dealer; and
(C)
agrees and accepts that:
I.
the contract between the Issuer and the financial intermediary formed upon
acceptance by the financial intermediary of the Issuer's offer to use the Base
Prospectus with its consent in connection with the relevant Non-exempt Offer (the
"Authorised Offeror Contract"), and any non-contractual obligations arising out of

7

or in connection with the Authorised Offeror Contract, shall be governed by, and
construed in accordance with, English law;
II.
subject to (IV) below, the English courts have exclusive jurisdiction to settle any
dispute arising out of or in connection with the Authorised Offeror Contract (including
any dispute relating to any non-contractual obligations arising out of or in connection
with the Authorised Offeror Contract) (a "Dispute") and the Issuer and the financial
intermediary submit to the exclusive jurisdiction of the English courts;
III.
for the purposes of (C)(II) and (IV), the Issuer and the financial intermediary waive
any objection to the English courts on the grounds that they are an inconvenient or
inappropriate forum to settle any dispute;
IV.
this paragraph (IV) is for the benefit of the Issuer and each relevant Dealer. To the
extent allowed by law, the Issuer and each relevant Dealer may, in respect of any
Dispute or Disputes, take (i) proceedings in any other court with jurisdiction; and (ii)
concurrent proceedings in any number of jurisdictions; and
V.
each relevant Dealer will, pursuant to the Contracts (Rights of Third Parties) Act
1999, be entitled to enforce those provisions of the Authorised Offeror Contract
which are, or are expressed to be, for their benefit, including the agreements,
representations, warranties, undertakings and indemnity given by the financial
intermediary pursuant to the Authorised Offeror Terms.
Any Offeror falling within (b) above who meets all of the conditions set out in (b) and the
other conditions stated in "Common Conditions to Consent" below and who wishes to use
this Base Prospectus in connection with a Non-exempt Offer is required, for the duration of
the relevant Offer Period, to publish on its website the statement (duly completed) specified
at paragraph (b)(ii) above.
Common Conditions to Consent
The conditions to the Issuer's consent are (in addition to the conditions described in paragraph (b) above if
Part B of the applicable Final Terms specifies "General Consent" as being applicable) that such consent:
(i)
is only valid during the Offer Period specified in the applicable Final Terms;
(ii)
only extends to the use of this Base Prospectus to make Non-exempt Offers of the relevant Tranche
of Notes in Austria, Belgium, Germany, The Netherlands and the United Kingdom, as specified in the
applicable Final Terms; and
(iii)
the consent is subject to any other conditions set out in Part B of the applicable Final Terms.
The only Relevant Member States which may, in respect of any Tranche of Notes, be specified in the
applicable Final Terms (if any Relevant Member States are so specified) as indicated in (ii) above, will be
Austria, Belgium, Germany, The Netherlands and the United Kingdom, and accordingly each Tranche of
Notes may only be offered to Investors as part of a Non-exempt Offer in Austria, Belgium, Germany, The
Netherlands and the United Kingdom, as specified in the applicable Final Terms, or otherwise in
circumstances in which no obligation arises for the Issuer or any Dealer to publish or supplement a
prospectus for such offer.
Arrangements Between Investors and Authorised Offerors
AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY NOTES IN A NON-EXEMPT OFFER
FROM AN AUTHORISED OFFEROR WILL DO SO, AND OFFERS AND SALES OF SUCH NOTES TO AN
INVESTOR BY SUCH AUTHORISED OFFEROR WILL BE MADE, IN ACCORDANCE WITH ANY TERMS
AND OTHER ARRANGEMENTS IN PLACE BETWEEN SUCH AUTHORISED OFFEROR AND SUCH

8

INVESTOR INCLUDING AS TO PRICE, ALLOCATIONS AND SETTLEMENT ARRANGEMENTS. THE
ISSUER WILL NOT BE A PARTY TO ANY SUCH ARRANGEMENTS WITH SUCH INVESTORS IN
CONNECTION WITH THE NON-EXEMPT OFFER OR SALE OF THE NOTES CONCERNED AND,
ACCORDINGLY, THIS BASE PROSPECTUS AND ANY FINAL TERMS WILL NOT CONTAIN SUCH
INFORMATION. THE INVESTOR MUST LOOK TO THE AUTHORISED OFFEROR AT THE TIME OF
SUCH OFFER FOR THE PROVISION OF SUCH INFORMATION AND THE AUTHORISED OFFEROR
WILL BE RESPONSIBLE FOR SUCH INFORMATION. NONE OF THE ISSUER AND ANY DEALER
(EXCEPT WHERE SUCH DEALER IS THE RELEVANT AUTHORISED OFFEROR) HAS ANY
RESPONSIBILITY OR LIABILITY TO AN INVESTOR IN RESPECT OF SUCH INFORMATION.
__________________________
In this Base Prospectus, unless otherwise specified, references to a "Member State" are references to a
Member State of the European Economic Area, references to "EUR" or "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 "£" and "Pounds sterling" are to the
lawful currency of the United Kingdom, references to "U.S. dollars", "U.S.$" and "USD" are to the lawful
currency of the United States of America and references to "CHF" and "Swiss Francs" are to the lawful
currency of Switzerland.
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.
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, there is no assurance
that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake
stabilisation action. 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 be
ended 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.

9

SUMMARY OF THE PROGRAMME
Summaries are made up of disclosure requirements known as "Elements". These elements are numbered in
Sections A E (A.1 E.7).
This summary contains al the Elements required to be included in a summary for these types of securities
and this type of issuer. Because some Elements are not required to be addressed, there may be gaps in the
numbering sequence of the Elements.
Even though an Element may be required to be inserted in this summary because of the type of securities
and issuer, it is possible that no relevant information can be given regarding the Element. In this case, a
short description of the Element is included in the summary with the mention of "Not Applicable".

Section A Introduction and Warnings
Element Title

A.1
Introduction
This summary should be read as an introduction to the Base
Prospectus. Any decision to invest in the Notes should be based on
consideration of the Base Prospectus as a whole by the investor.
Where a claim relating to the information contained in the Base
Prospectus is brought before a court, the plaintiff investor might,
under the national legislation of the relevant Member State, have to
bear the costs of translating the Base Prospectus before the legal
proceedings are initiated. Civil liability attaches only to those persons
who have tabled the summary, including any translation hereof, but
only if the summary is misleading, inaccurate or inconsistent when
read together with the other parts of the Base Prospectus or it does
not provide, when read together with the other parts of the Base
Prospectus, key information in order to aid investors when
considering whether to invest in the Notes.
A.2
Consent
Certain Tranches of Notes with a denomination of less than 100,000 (or its
equivalent in any other currency) may be offered in circumstances where
there is no exemption from the obligation under the Prospectus Directive to
publish a prospectus. Any such offer is referred to as a "Non-exempt Offer".

[Not Applicable; the Notes are issued in denominations of less than
100,000 (or its equivalent in any other currency) but wil be offered
pursuant to one or more exemptions from the obligation under the
Prospectus Directive to publish a prospectus. There will be no Non-exempt
Offer of the Notes.]

[Consent: Subject to the conditions set out below, the Issuer consents to the
use of this Base Prospectus in connection with a Non-exempt Offer of Notes
by the Managers[, [names of specific financial intermediaries listed in final
terms,] [and] [each financial intermediary whose name is published on the
Issuer's website (www.heinekeninternational.com) and identified as an
Authorised Offeror in respect of the relevant Non-exempt Offer] [and any
financial intermediary which is authorised to make such offers under
applicable legislation implementing the Markets in Financial Instruments
Directive (Directive 2004/39/EC) and publishes on its website the following
statement (with the information in square brackets being completed with the
relevant information):

10