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August 6, 2009

Updated Process of Making Lion Nathan a Wholly-Owned Subsidiary of Kirin Holdings Company
Announcement on release of Scheme Booklet

Tokyo, August 6, 2009 - Lion Nathan Limited (Sydney, Australia; CEO Rob Murray; hereafter, "Lion Nathan"), a 46.13%1 owned and affiliated company of Kirin Holdings Company, Limited (President and CEO Kazuyasu Kato; hereafter, "Kirin") today announced the release of the Scheme Booklet (the "Booklet") in relation to Kirin's proposed acquisition of the remaining shares in Lion Nathan that it does not already own by way of Scheme of Arrangement ("Scheme"). The Booklet explains to Lion Nathan's shareholders the terms of Kirin's proposal to make Lion Nathan a wholly owned subsidiary of Kirin.

  •   1. Based on the number of issued shares in Lion Nathan as at the date of this announcement.

Implementation of the Scheme is scheduled to occur on October 21, 2009, following completion of procedures including the Lion Nathan Scheme Meeting to be held in Sydney on September 17, 2009. Lion Nathan will be delisted upon completion of the Scheme.

Since its initial investment in Lion Nathan in April 1998, Kirin and Lion Nathan have worked together in promoting Kirin's integrated beverages strategy in Oceania. The consolidation of Lion Nathan as a wholly owned subsidiary will further drive that process and also support Kirin's objective of strengthening its offshore earnings base.

Outline of Scheme Booklet

1. Issuer: Lion Nathan Limited
2. Distribution: Lion Nathan Limited shareholders (excluding Kirin)
3. Date of disclosure: August 6, 2009
4. Details (Kirin-related sections only):
  1. (i) Expected key dates
    1. (1) September 17, 2009   Scheme Meeting
    2. (2) October 6, 2009   Payment of the Special Dividend
    3. (3) October 7, 2009   Court hearing to consider the Scheme
    4. (4) October 14, 2009   Scheme record date
    5. (5) October 21, 2009   Implementation Date
  2. (ii) Delisting of Lion Nathan Limited
    Following completion of the acquisition of the remaining shares in Lion Nathan not already held by Kirin, Lion Nathan will be delisted from the Australia and New Zealand stock exchanges.
  3. (iii) Governance framework
    (Provisional; scheduled for implementation after full completion of scheme)
    1. (1)Shift to holding company structure
      Following consolidation of Lion Nathan as a wholly owned subsidiary, Kirin's Australian operating companies* will be combined under the administration of Kirin Holdings Australia, a wholly owned subsidiary of Kirin Holdings. The name of Kirin Holdings Australia will be changed to Lion Nathan National Foods Pty Ltd ("LNNF").
      * Excluding Kirin Australia Pty. Ltd., a malt production company that is a wholly owned subsidiary of Kirin Brewery
    2. (2)LNNF board of directors, management team
      LNNF's Board will be composed of 7 members: one executive director and two non-executive directors from Kirin, three independent non-executive directors and the CEO (Rob Murray) as an executive director.
      Management of the new company will be conducted by a newly formed senior management team comprised of the current Lion Nathan senior management team and the Managing Director of National Foods.

Summary of the Acquisition of Lion Nathan Shares

1. Method of Acquisition: Scheme of arrangement
2. Timing of Acquisition: Expected to complete in October 2009
3. Number of Shares to be Acquired: 287,786,220 shares
(53.87% of the issued and outstanding shares in LN *1)
4. Acquisition Price: A$11.50 per share
Total acquisition price: A$3.3billion

Lion Nathan Corporate Fact Sheet

1. Company name Lion Nathan Limited
2. Head office Sydney, New South Wales, Australia
3. Representative Geoff Ricketts, Chairman
Rob Murray, CEO
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 at 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 9 major facilities excluding wineries 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