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Q. What is the relationship
between Anadolu Efes and EBI?


A. Anadolu Efes owns 70.2% of EBI which conducts brewing operations in Southeast Europe, Russia and Central Asia.

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The Management Board of the Company consists of four members. Pursuant to the articles of association of the Company, (i) the Management board and (ii) any two members of the Management board acting jointly are authorized to represent the Company. Important business decisions require a resolution of the Management Board. The Management Board may adopt resolutions either (i) orally by a majority of the votes cast at a meeting in which a majority of the members of the Management Board is present or represented or (ii) unanimously in writing without organizing a meeting. The articles of association contain a list of decisions that also need the approval of the Supervisory Board. It is intended that Dutch law will be changed soon with the result that "important" decisions also require the approval of the General Meeting of Shareholders.

Pursuant to Dutch law, the members of the Management Board are appointed by the General Meeting of Shareholders. The Supervisory Board is entitled to make a non-binding nomination for each vacancy. Both the General Meeting of Shareholders and the Supervisory Board may suspend a member of the Management Board. The General Meeting of Shareholders may dismiss a member. Assumed there is no reason for suspension or dismissal, the General Meeting of Shareholders will discharge the members of the Management Board for their management over the last financial year. As the Company acknowledges the importance of corporate governance rules, the Company tries to implement as most of the Dutch corporate governance rules as possible, also with regard to the Management Board.

Important provisions are that members of the Management Board are appointed for a term of four years. Re-election for one extra four year period is possible. Another important provision is that the most important information with regard to the remuneration of members of the Management Board needs to be made publicly available. The Company does not comply yet at all points of corporate governance. In line with Dutch law however, an explanation is available.