EFES BREWERIES INTERNATIONAL N.V.¹

CONFIDENTIALITY AND INSIDER TRADING POLICY

The Board of Management of Efes Breweries International N.V. has, with the approval of the Supervisory Board, adopted the following rules of conduct with regard to confidentiality and Inside Information²:

I. General rules for all Efes-Employees

Prohibition from Executing Transactions

1. Every Efes-Employee shall be prohibited from Executing a Transaction in Efes-Securities³ if he or she has Inside Information. This prohibition shall not apply to situations set out in paragraph 5.

Prohibition from recommending Transactions

2. Every Efes-Employee that has Inside Information shall be prohibited from recommending the Execution of Transactions in Efes-Securities to third parties.

Confidentiality

3. Every Efes-Employee shall be prohibited from disclosing Inside Information and other confidential information to third parties.

Advice Central Officer

4. If an Efes-Employee is in doubt as to whether a prohibition applies to him or her or whether an exception (such as the exceptions in paragraph 5 below) applies, it is recommended that he or she contact the Central Officer.

Exceptions

5. The prohibition of paragraph 1 does not apply to:

a. a person who Executes a Transaction in order to fulfil an obligation that is due and payable and that already existed when the person became aware of the details with regard to which he or she has Inside Information;
b. the acceptance, within the scope of a for Dutch legal purposes qualifying employee participation plan (personeelsregeling), of options, convertible bonds, warrants or similar rights to Efes-Securities, if the AFM has been notified of the intention to grant such rights at least two months before the grant;
c. the exercise of options, the conversion of convertible bonds or the exercise of warrants or similar rights to Efes-Securities within the scope of an employee participation plan, on the date of expiry of such right or within a period of five business days prior thereto; furthermore, the sale within said period of the Efes-Securities acquired by exercising the rights, provided that the person concerned has, at least two months prior to expiry, notified the Central Officer in writing of its intention to sell (said person being in such case under an obligation to sell);

1. the receipt, by election or otherwise, of Efes-Securities as payment of dividend; and
2. Transactions that are not Executed in or from the Netherlands within the meaning of section 46 (1) of the Securities Act (whereby it should be noted that in the view of the AFM inter alia any Transaction by a Netherlands resident but also any Transaction with a Netherlands counter-party (e.g. the Company) is a Transaction which is Executed in or from the Netherlands).

6. The prohibitions of paragraphs 2 and 3 shall not apply if the conduct referred to in these paragraphs takes place as part of the normal fulfilment by the relevant person of his or her work, profession or position.

Statutory prohibitions; rules in other jurisdictions

1. Dutch law also contains provisions prohibiting, among other things, the Execution of Transactions in Securities other than Efes-Securities if the person concerned has inside information within the meaning of the Securities Act. Those statutory prohibitions apply to everybody, not only to Efes-Employees. Obviously, the provisions of this policy shall be without any prejudice whatsoever to these statutory provisions.
   

8. This policy only describes certain of the Dutch law rules prohibiting, among other things, the Execution and the recommending of Transactions in securities. There will be situations where similar rules of other jurisdictions than the Netherlands will apply to Efes-Employees, for example in the United Kingdom. This policy is entirely without prejudice to such other rules. Efes-Employees must inform themselves about, and comply with, such other rules. If an Efes-Employee is in doubt in respect of the application or applicability of such rules, it is recommended that he or she contact the Central Officer.

II. Prohibitions for Members of the Board of Management, Members of the Supervisory Board and Designated Persons

Members of the Board of Management and of the Supervisory Board

9. For the purposes of these rules, anyone who (co-)determines the policy of the Company, including the Members of the Board of Management, and anyone who supervises the policy of the management and the general course of affairs in the Company, including the Members of the Supervisory Board, shall be deemed to be a Director.⁴

10. It is one of the purposes of these rules to ensure that Directors, when executing transactions in securities, comply with laws and any other rules that may apply to the Company, including, without limitation, the Dutch Corporate Governance Code, and to limit the risk of impairment of the Company's reputation through undesirable transactions in securities.

Designated Persons

11. For the purposes of these rules, the following shall be deemed Designated Persons:
a. Members of the Board of Management and Members of the Supervisory Board of Group Companies, to the extent that they are not already covered by paragraph 9;
b. members of a works council, group works council or central works council of the Company; and
c. Efes-Employees who have been designated as a Designated Person by or on behalf of the Board of Management, to the extent that they are not covered by subparagraphs a and b of this paragraph or paragraph 9.

Prohibitions for Directors and Designated Persons

12. Every Director and every Designated Person shall be prohibited from:
a. Executing Transactions in Efes-Securities during a Closed Period, irrespective of whether he or she has Inside Information;
b. Executing Transactions in Efes-Securities during the period – not being a Closed Period – in which the Central Officer has prohibited him or her from doing so pursuant to the provisions of paragraph 13 of these rules;
c. Executing a Transaction in Efes-Securities and, within six months thereafter, Executing another Transaction in Efes-Securities, if the other Transaction is opposite to the first Transaction or if the risk of the first Transaction is thereby excluded or limited, provided however that this prohibition does not apply if the first Transaction consists of the exercise of an option granted by the Company and the second Transaction consists of the sale of the Efes-Securities obtained by the exercise of the option;

1. Executing a Transaction in Other Securities, if the Central Officer has so determined in accordance with the provisions of paragraph 15 and has notified the relevant person thereof, irrespective of whether he or she has Inside Information; and

e. buying or writing options on Efes-Securities, with the exception of options that are granted by the Company within the scope of an option plan.

The prohibitions of this paragraph 12 shall not apply to Transactions referred to in paragraph 5.

13. The Central Officer may prohibit Directors and/or (groups of) Designated Persons from Executing Transactions in Efes-Securities during a period – outside the Closed Period – determined by him.

14. At the request of a Designated Person, the Central Officer may, observing all applicable laws, under special circumstances grant dispensation from the provisions of paragraph 12 under a. The request shall be made in writing and the dispensation shall be granted in writing.

15. The Central Officer may determine that Directors and/or one or more Designated Persons are not allowed to Execute Transactions in Other Securities during a period determined by him, if he believes that the person or persons concerned have or may have Inside Information related to those Other Securities or if he believes that Directors and/or Designated Persons concerned might create the impression of non-compliance with applicable laws if they would Execute a Transaction in those Other Securities.

Prohibitions and related Rules for Directors

1. Any ownership of Efes-Securities by a Director shall be for long-term investment purposes.
   
2. Directors shall be free to invest in securities, unless the provisions in or based on this policy provide otherwise.
   
3. Directors may not Execute Transactions in Other Securities designated to that effect by the Members of the Supervisory Board in consultation with the Members of the Board of Management, irrespective of whether they have any Inside Information in respect thereof.
   
4. The Supervisory Board may determine in consultation with the Board of Management that Directors shall not Execute Transactions in certain Other Securities designated by the Supervisory Board in consultation with the Board of Management, if there are good reasons to believe that Directors can by virtue of their position in the Company make a better assessment of the state of affairs in the entity issuing the Other Securities than they would make on the basis of public information (e.g. in respect of certain competitors of the Company).
   
5. The Company shall not grant options on Efes-Securities to Members of the Supervisory Board.
   
6. The Company may grant options on Efes-Securities to Members of the Board of Management in accordance with schemes approved by the Company’s general meeting of shareholders. Members of the Board of Management shall accept and exercise those options in accordance with applicable rules. Members of the Supervisory Board who received options on Efes-Securities as Member of the Board of Management before they became Member of the Supervisory Board shall exercise those options in accordance with applicable rules.
   

Duration

22. Provisions of this Chapter shall remain applicable during six months after a Director or a Designated Person has lost that capacity.