Notes to the Consolidated Financial Statements continued Reportofthe Reportofthe Financial Other Contents Overview Executive Board Supervisory Board Statements Information 6. Acquisitions and disposals of subsidiaries and non-controlling interests Accounting for the acquisition of Lasko (Slovenia) The acquisition of 53.43 per cent of the share capital of Pivovarna Lasko ('Lasko'), the leading Slovenian brewer for EUR119.5 million completed on 15 October 2015. Restructuring of South African and Namibian operations On 1 December 2015, H EIN EKEN along with Diageo pic and The Ohlthaver List ('0&L') group of companies, the majority shareholder of Namibia Breweries Limited ('NBL') restructured their respective joint venture operations in South Africa and Namibia as follows: HEINEKEN, Diageo and NBLclosed their distribution joint venture, Brandhouse Beverages (Pty) Ltd. HEINEKEN's shareholding in DEIN Drinks (Pty) Limited ('DEIN') increased to 75 per cent and as a result HEINEKEN obtained control over the South African entities DHN and Sedibeng Brewery (Pty) Limited ('Sedibeng'). HEINEKEN also acquired an additional 15 per cent stake in NBL from Diageo. NBL is continued to be accounted for as an associate. HEINEKEN paid a total net cash consideration of ZAR1.9 billion (EUR138 million) to Diageo. Prior to the restructuring, HEINEKEN had a 75 per cent stake in Sedibeng and a 42.25 per cent stake in DHN. Both were accounted for as joint ventures because HEINEKEN had joint control over the entire South African structure. In accordance with IFRS.the Previously Held Equity Interest (PHEI) in the acquired businesses is accounted for at fair value at the date of acquisition and amounts to EUR29 million for DHN and EUR137 million for Sedibeng. The fair value compared to H EIN EKEN's carrying amount and the release of cumulative amounts recorded in OCI result in a non-cash exceptional gain of EUR48 million in DHN and a non-cash exceptional loss of EUR5 million in Sedibeng, recognised in Other Income. Accounting for the acquisition of Desnoes Geddes (Jamaica) and GAPL Pte Ltd On 7 October 2015, HEINEKEN announced that HEINEKEN and Diageo pic ('Diageo') have completed a transaction to bring increased focus to their respective beer businesses and certain licensing arrangements in Jamaica, Malaysia, Singapore and Ghana. The transaction comprises: HEINEKEN obtained control of Desnoes Geddes ('D&G') by acquiring Diageo's 57.9 per cent shareholding in this company, taking its shareholding to 73.3 percent. HEINEKEN now has full ownership of GAPL Pte Ltd ('GAPL'), having acquired Diageo's shareholding, which was slightly lower than 50 per cent. GAPL owns 51 per cent of the issued share capital of Guinness Anchor Berhad ('GAB'), which is listed on the Malaysian Stock Exchange. GAPL is also the licensee for Guinness and ABC Stout distribution for the Singapore market. HEINEKEN has sold its 20 percent ownership stake in Guinness Ghana Breweries Limited ('GGBL') to Diageo through the sale of the holding entity of the shares, Heineken Ghanaian Holdings B.V. ('HGH'). HEINEKEN and Diageo have agreed to enter into licensing agreements for each other's brands currently in the respective portfolios in Jamaica and Ghana. The total net cash consideration payable by HEINEKEN to Diageo for the Transaction was USD780.5 million (EUR707 million). Prior to the acquisition, HEINEKEN owned a 15.4 per cent stake in D&G and a slightly higher than 50 per cent stake in GAPL. Prior to the acquisition, D&G was accounted for as an available for sale investment and GAPL was accounted for as a joint venture. The PH EI in the acquired businesses is accounted for at fair value at the date of acquisition and amounts to EUR25 million for D&G and EUR331 million for GAPL. The fair value of the PH EI of D&G has been determined using Level 1 inputs (the quoted market price) of D&G shares as of the acquisition date. The fair value compared to HEINEKEN's carrying amount and the release of cumulative amounts recorded in OCI result in a non-cash exceptional gain of EUR18 million in D&G, recognised in Other net finance income and expense and a non-cash exceptional loss of EUR51 million in GAPL, recognised in Other Income. 88 Heineken N.V. Annual Report 2015

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