Pursuant to the Dutch Corporate Governance Code, which applies to Efes Breweries International N.V. (“EBI”), a supervisory board consisting of more than four members shall appoint from among its members an audit committee, a remuneration committee and a selection and appointment committee. As EBI's supervisory board consists of five members, the supervisory board of EBI adopted a resolution to install these committees at 13 September 2004.

Please find below the rules (the " Rules ") governing the Remuneration Committee, which were prepared on the basis of article 5 paragraph 2 of the Supervisory Board´s rules.

Article 1.

Responsibilities.

1.1. Notwithstanding article 5 paragraph 1 of the Supervisory Board´s rules, the Remuneration Committee advises the Supervisory Board in relation to its responsibilities and shall prepare resolutions of the Supervisory Board in relation thereto.

1.2. The responsibilities of the Remuneration Committee shall include:

•  preparing a proposal for the Supervisory Board concerning the remuneration policies for the Board of Management to be adopted by the General Meeting;

•  preparing a proposal concerning the individual remuneration of members of the Board of Management to be adopted by he Supervisory Board, which proposal will in any event include: (i) the remuneration structure and (ii) the amount of the fixed remuneration, the shares and/or options and/or other variable remuneration components, pension rights, severance pay and other forms of compensation to be awarded, as well as the performance criteria and the application thereof;

•  preparing the Supervisory Board's remuneration report on the remuneration policies for the Board of Management to be adopted by the Supervisory Board. The remuneration report comprises a report on the way in which the remuneration policy was implemented in the most recent financial year and comprises an outline of the remuneration policy that will be implemented in the next forthcoming financial year and the years following such year; the outline at least contains the information as referred to in II.2.10 of the Code. The remuneration policy will be placed on the Company's website as referred to in article 1.7.

•  The Remuneration Committee shall prepare and publish on an annual basis a report of its deliberations and findings.

Article 2.

Composition, expertise and independence of the Remuneration Committee.

•  The Remuneration Committee consists of two members; Sir David Logan(Chairman), and Christos-Alex Komninos.

2.2. Without prejudice to article 3 paragraph 3 of the Supervisory Board's rules, the following requirements must be observed in composing the Remuneration Committee:

•  each of its members must be independent within the meaning of article 3 paragraph 3 under d) of the Supervisory Board's rules, with the exception of no more than one member;

•  neither the Chairman of the Supervisory Board, nor any of the Company's (former) members of the Board of Management, nor any member of the managing board of any other listed company, may (simultaneously) be the Chairman of the Remuneration Committee;

•  none of its members, with the exception of no more than one person, may be (simultaneously) a managing director of any other listed Dutch company.