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October 21, 2009

Launch of new group structure in Oceania
Operations will be managed through new holding company, Lion Nathan National Foods Pty Ltd

Tokyo, October 21, 2009 -Kirin Holdings Company, Limited (President and CEO Kazuyasu Kato; hereafter, "Kirin") today shifted management of its operations in Oceania to a holding company structure. This change is concomitant with the completion today of a transaction in which Kirin has acquired the remaining 53.87% of the shares in, and became the 100% owner of, its consolidated subsidiary Lion Nathan Limited, a major alcohol beverage company operating primarily in Australia and New Zealand.

In launching the new group structure, Kirin's operating businesses in Australia—Lion Nathan Limited ("LN") and National Foods Limited ("NFL")—have been brought under Kirin's wholly owned subsidiary Kirin Holdings (Australia) Pty Ltd ("KHAU") on October 21, and at the same time the name of KHAU has been changed to Lion Nathan National Foods Pty Ltd ("LNNF"). This group structure has been adopted to further the pursuit of Kirin's comprehensive beverages group strategy, and will bring all Kirin's operations in Oceania under the overall management of a single entity, LNNF1.

  • 1 Excluding Kirin Australia Pty Ltd, a malt producer owned 100% by Kirin Brewery Company, Limited.

The board of LNNF will comprise CEO Rob Murray, three directors from Kirin (including one full-time director) and three independent directors, combining the in-depth knowledge of the management team in Oceania with governance from Kirin. Centered on the new holding company LNNF, Kirin will pursue development of its integrated beverage business and establish its original group management business model in the region.

Kirin first invested in LN in April 1998 and NFL in 2007, and following those investments has implemented cooperative strategies on a number of fronts. Under the new structure and management team adopted today, Kirin will aim to improve the earnings of its overseas operations while accelerating both the organic growth and inter-company synergies of LN and NFL.

Summary of the Acquisition of Lion Nathan Shares

1. Method of Acquisition: Scheme of arrangement
2. Timing of Acquisition: 21 October 2009
3. Number of Shares Acquired: 287,786,220 shares
(53.87% of the issued and outstanding shares in LN)
4. Percentage of shares held Pre-acquisition: 46.13%; Post-acquisition: 100%
5. Acquisition Price: A$11.50 per share
Total acquisition price: A$3.3billion

New structure, as of October 21, 2009 (all companies owned 100% by Kirin)

Lion Nathan National Foods Corporate Fact Sheet

1. Company name Lion Nathan National Foods Pty Ltd
2. Location Sydney, New South Wales, Australia
3. Start of operations October 21, 2009 on change of name from Kirin Holdings (Australia) Pty Ltd
4. Capital stock A$4,980 million
5. Ownership 100% subsidiary of Kirin Holdings Company, Limited
6. Business description Holding and overall management of Kirin Group's operating businesses in Oceania
7. Board members Rob Murray, CEO
Geoff Ricketts, Chairman
Yoshiharu Furumoto, Director
Hirotake Kobayashi, Director
Ryosuke Mizouchi, Director
Gavin Walker, Director
Glenn Barnes, Director
8. Management A senior management team created from LN's senior management team and NFL's managing directors
9. Business scale Net sales: A$5,603 million
Operating income: A$636 million
(Combined results of LN FY2008 annual report, National Foods financials sourced from Kirin FY08 Results presentation dated 10 February 2008, and Dairy Farmers financials sourced from investor presentation dated 25 August 2008 relating to Dairy Farmers acquisition)

Lion Nathan Group Fact Sheet

1. Company name Lion Nathan Australia Limited
Lion Nathan New Zealand Limited
Lion Nathan Wine Group
2. Head office Sydney, New South Wales, Australia
3. Representative Lion Nathan Australia Limited: James Brindly, Managing Director
(To assume the post on 1 November 2009)
Lion Nathan New Zealand: Peter Kean, Managing Director
Lion Nathan Wine Group: Anthony Roberts, Managing Director
4. Capital stock Net assets: A$877.9 million
Total assets: A$3,186.5 million
(As at 30 September 2008)
5. Financial results Net sales: A$2,094.2 million
Operating EBIT: A$507.0 million
(As of 30 September 2008)
6. Employees 3,071 (As at 30 September 2008)
7. Business description Significant brewing businesses in Australia and New Zealand including a joint venture with Heineken and an equity stake in Little World Beverages (listed on the Australian Stock Exchange)
LN also operates businesses in premium wine, spirits and RTDs (including a joint venture with Bacardi and distribution arrangement operating as Fine Wine Partners)
8. Core brands Beer: Tooheys, XXXX, Hahn, Boag's, Steinlager, Speight's
Wine: Petaluma, Wither Hills, St Hallet
9. Manufacturing base Total number of facilities: 20 (13 in Australia, 6 in New Zealand, 1 in the U.S.A.) including wineries, distilleries and contract bottling plants
10. Company milestones
1861 Started brewing with Lion brand
1923 10 leading brewing companies merged to form New Zealand Breweries (Name changed to Lion later)
1988 Lion Nathan was formed when New Zealand's largest retailer, LD Nathan & Co, merged with brewer, wine and spirit manufacturer and hotel operator, Lion Breweries
1990 Acquired 50 percent share in Natbrew Holdings which owned Alan Bond's brewing assets in Australia including Castlemaine Tooheys and Swan Brewing
1992 Acquired the remaining 50 percent of Natbrew Holdings
1993 Acquired New South Wales boutique brewer, Hahn Brewing, and the South Australian Brewing Company
1995 Entered the Chinese beer market through the purchase of a controlling interest in the Taihushui brewery
1998 Kirin Brewery acquired 46 percent interest in the company
2000 Shifted its domicile to Australia from New Zealand
2002 Acquired New Zealand wine company Wither Hills
2004 Sold the Chinese beer business to China Resources Breweries
2008 Acquired Tasmanian brewer J. Boag & Son

National Foods Corporate Fact Sheet

1. Company name National Foods Limited
2. Head office Melbourne, Victoria, Australia
3. Representative Andrew Reeves, Managing Director
(To assume the post on 1 November 2009)
4. Financial results Net sales: A$3,509 million
Operating EBIT: A$ 129 million
(Estimated results of FY2008 by combining National Foods financials sourced from Kirin FY08 Results presentation dated 10 February 2008, and Dairy Farmers financials sourced from investor presentation dated 25 August 2008 relating to Dairy Farmers acquisition)
5. Employees Approx. 5,000 (December 2008)
6. Business description Milk (49%), Dairy Foods (16%), Cheese and Gourmet Foods (15%), Juice (15%), International and New Zealand (6%)
(Percentage of each segment to total sales from NFL 2009 forecast )
7. Core brands Pura (milk), Daily Farmers(milk), Big M (flavored milk), Farmers Union Iced Coffee (flavored milk), King Island Dairy (cheese), Tasmanian Heritage (cheese), Yoplait (yogurt), Berri (juice)
8. Manufacturing base Total number of facilities: 24 (19 in Australia, 1 in New Zealand, 2 in Malaysia, 2 in Indonesia)
9. Company milestones
1991 JV established by dairy farmer and food manufacturer then listed on Australia Stock Exchange
1992 Dairy company acquired
1995 Large-sized acquisition strategy commenced. Distributorship for French brand Yoplait acquired. Sales of Yoplait brand started in the following year
1999 Pura brand launched. It became Australia's first and only national milk brand
1999 Beverage division separated
2000 Big M brand acquired
2001 King Island Company acquired. Entered into specialty cheese market
2002 Won first national supermarket house brand milk contract
2005 Company acquired by San Miguel Corporation
San Miguel subsidiary Berri Limited merged with NFL
2006 Specialty cheese manufacturer Lactos Pty Ltd acquired
2007 Company acquired by Kirin Holdings Company, Ltd.
2008 Dairy Farmers acquired