Distell : Integrated Annual Report 2022

Creating memorable moments. Crafting a better future.

INTEGRATED ANNUAL REPORT 2022

CONTENTS

WELCOME TO OUR

INTEGRATED ANNUAL REPORT

01 A message from our group CEO

1. WE ARE DISTELL
2. Who we are
3. Our brand portfolio

1. What we do

1. Where we do business

1. OUR WORLD IN 2022
2. The Heineken transaction

20 Key trends, risks and opportunities

25 OUR STRATEGY

1. STRATEGIC EXECUTION
2. Distell's executive management team

1. A message from our Group CFO

1. Defending and growing our market share in South Africa

1. Expanding in Africa

1. Venture Business - building our premium spirits portfolio in select international markets

1. Making a difference by creating shared value

1. Growing consumer love for our brands

1. Empowered people

1. Leveraging our asset base and supply chain

1. Transforming our digital capabilities

1. CORPORATE GOVERNANCE REPORT
2. Board of directors

68 A message from our chairman

1. A message from our lead independent director

1. Key board topics for the year

1. Organisational ethics
2. Risk management
3. Stakeholder relations
4. Board

1. Audit committee report

1. Risk and compliance committee report

1. Social and ethics committee report

1. REMUNERATION REPORT
2. Background statement

98 Remuneration policy

109 Implementation report

115 SUMMARY CONSOLIDATED FINANCIAL STATEMENTS

132 Report on the assurance engagement on the compilation of pro forma financial information included in the integrated annual report of Distell

134 APPENDICES

134 Appendix A - about this report

136 Appendix B - resource inputs into our business model

138 Appendix C - stakeholders

143 Appendix D - supplementary information

WELCOME TO OUR INTEGRATED

ANNUAL REPORT

This integrated annual report (report) reflects the performance of Distell Group Holdings Limited (Distell, the Group or the Company) for the financial year ended 30 June 2022 (the year), the strategic choices in prior years leading up to 2022, and our outlook for

the future. It focuses on the Group's financial and non-financial performance as it relates to sales via our extensive worldwide distribution network, local production capabilities and joint venture and associate partnerships. Refer to Appendix A on page 134 for more information on our reporting suite and how this report was prepared, reviewed and approved.

The products mentioned in this report are not for sale to persons under the age of 18. As always, we appeal to all consumers who have chosen to drink alcohol to enjoy our products with care and responsibility.

NAVIGATING THIS REPORT

To make it easier to read and engage with content in this report, we have included interactive tools:

A MESSAGE FROM OUR GROUP CEO

I am proud to present Distell's 2022 integrated annual report. Given that this might be the last report of our business in its current form, we have positioned it as a celebration of what we have collectively achieved to be where we are today. Distell has demonstrated resilience and agility to overcome challenges, remain competitive and thrive in a changing economic and consumer environment.

This has been achieved through our Brandcrafters' passion for excellence and through their belief in our strategy and determined effort to implement it. It has taken strong leadership to stay the course, execute our strategic initiatives and move us forward.

The culmination of this hard work has seen significant and sustained improvements across the depth and breadth of our business and our value chain. The investments of money, time and effort we have made

- into our brands, people, environmental and social sustainability, supply chain and route-to-market capabilities and finally in our digital transformation journey - are paying dividends, both in terms of superior financial performance and shared value creation.

We remain cognisant of the challenges in our operating environment, and aware that we can always do better. With this in mind, we are excited about the opportunities for synergies, learning and growth that will arise from the Heineken transaction. It is inevitable that a transaction of this size and scale brings about change, which can be daunting. However, partnering with a much admired, global premium beer company with similar values to Distell presents exciting prospects for our business, our people and our partners.

Richard Rushton

Group CEO

Integrated Annual Report 2022 01

A MESSAGE FROM OUR GROUP CEO CONTINUED

OUR PERFORMANCE IN 2022

In our 2020 report, I expressed the hope and belief that we would achieve pre-pandemic levels of performance within two years. Now, two years later, the reality is that most, if not all, of our performance metrics have recovered to pre-pandemic levels, and in most cases, are showing significant improvement.

Financial performance highlights

Our salient metrics and comparability

The financial, economic, social and environmental metrics we report remain broadly comparable to, and consistent with, our 2021 and previous reports. However, performance in the 2020, 2021 and, to a lesser extent, the 2022 financial years was affected by the COVID-19 pandemic and the various actions taken to mitigate its impact on society. These included social distancing, bans or restrictions on the sale of alcohol, limits on public gatherings and restrictions on movement between countries and provinces. These unusual circumstances affect the comparability of financial and non-financial information. For this reason, we include five-year metrics in this report to provide stakeholders with a broader view on which to base comparisons.

1. 2021 and 2020 numbers for normalised headline earnings and EBITDA have been restated to exclude the impact of the prospective implementation
   of IFRS 16 Leases on 1 July 2019 as it is now treated consistently in both financial years. 2019 numbers are extracted without adjustments from the comparative numbers in the consolidated annual financial statements for the year ended 30 June 2020.
2. Foreign currencies and abnormal transactions affect the Group's performance. Where relevant in this report, adjusted non-IFRS measures are presented. These adjusted measures represent pro forma financial information. A reconciliation of the pro forma financial information to the equivalent IFRS metrics is provided in note 12 to the summary consolidated financial statements.

Volumes

Group volumes ('000 litres)

2018 715 005

2019715 449

2020 554 635

2021700 667

2022 823 942

Five-year CAGR - 3,7%

Integrated Annual Report 2022 03