ANADOLU EFES

BİRACILIK VE MALT SANAYİİ A.Ş.

Interim Operational Report

as of 30.09.2023

CONTENTS

  1. ANADOLU EFES IN BRIEF
  2. CORPORATE STRUCTURE
    1. Capital Structure
    2. Main Subsidiaries
    3. Organizational Chart
  3. DEVELOPMENTS IN THE PERIOD
    1. Announcement Regarding Independent Board Member Resignation
    2. Announcement Regarding Audit Committee Appointments
    3. Announcement Regarding Independent Board Member Appointment
    4. Announcement Regarding JCR Rating Affirmation
    5. Announcement Regarding Fitch Ratings Credit Rating Decision
    6. CMB Approval for Debt Instrument Issuance and Issuance Certificate
  4. CORPORATE GOVERNANCE COMPLIANCE REPORT
    1. Investor Relations Unit
    2. Board of Directors
    3. Board of Directors' Committees
  5. SUBSEQUENT EVENTS
  6. SUSTAINABILITY
  7. EVALUATION OF 9M2023 RESULTS

1. Anadolu Efes in Brief:

Anadolu Efes Biracılık ve Malt Sanayii A.Ş. ("Anadolu Efes") carries out its business and operations across a broad region that includes Türkiye, Russia, members of the Commonwealth of Independent States (CIS), and Central Asian and Middle Eastern countries. Anadolu Efes is a subsidiary of AG Anadolu Group Holding A.Ş., one of Türkiye's biggest conglomerates, and is responsible for the conduct of Anadolu Group's operations in the beverages sector.

Anadolu Efes started out its business with two breweries that it opened in Türkiye back in 1969. Shortly, the company became the leader of the domestic beer market. Anadolu Efes runs its international beer operations through Efes Breweries International B.V. ("EBI"), its 100% subsidiary based in Netherlands. Anadolu Efes is also the main shareholder (50.3%) of Coca- Cola İçecek A.Ş. ("CCI"), which runs Coca-Cola operations in Türkiye and abroad.

Making more than two-thirds of its net sales in international markets, Anadolu Efes is Europe's 5th and the world's 9th largest brewer1 by production volume. The Company has an enriched product portfolio of beer and soft drinks brands and operates in a wide geographic region together with its export markets serving to hundreds of millions worldwide. With 21 breweries, 5 malteries, 1 hops processing facility and 1 preform plant in 6 countries2, and 30 bottling plants in 11 countries, including Türkiye among others, Anadolu Efes is operating as one of the most important players in its region. The company ships its products to more than 70 countries.

2. Corporate Structure:

2.1 Capital Structure:

The composition of shareholders and their respective percentage of ownership can be summarized as follows:

Anadolu Efes Biracılık ve Malt Sanayii A.Ş. Capital Structure (as of 30.09.2023);

Share Amount (TL)

Share Ratio (%)

AG Anadolu Grubu Holding A.Ş.

254.891.157

43,05

AB InBev Harmony Ltd.

142.105.263

24,00

Publicly-traded and other

195.108.843

32,95

Total issued capital

592.105.263

100,00

As of 30.09.2023, Anadolu Efes has registered capital ceiling of TL 900,000,000, issued capital of TL 592,105,263. Company's capital is comprised of 592,105,263 shares each with a nominal value of 1 (one) TL. 142,105,263 of the shares are registered to and owned by AB InBev Harmony Limited, while 450,000,000 of the shares are bearer shares. Of Anadolu Efes' capital, 43.05% is held by AG Anadolu Group Holding A.Ş. and 24% is held by AB InBev Harmony Ltd, while 32.95% is publicly owned. AG Anadolu Grubu Holding A.Ş. (AGHOL.IS) is a publicly held company trading on the Borsa Istanbul (BIST).

  1. The Barth Report 2021/2022
  2. As of February 24, 2022, Anadolu Efes' Ukraine operations were halted, while production partially started in Chernihiv brewery as of October 2022 and in Nikolayev brewery as of May 2023.

2.2 Main Subsidiaries (as of September 30, 2023):

*Direct and indirect total shareholding3

2.3 Organizational Chart (as of September 30, 2023):

3. Developments in The Period:

3.1 Regarding Independent Board Member Resignation (July 24, 2023)

Anadolu Efes today announced that Mr. Şevki Acuner has resigned from his duties of Independent Board Membership and Audit Committee Chairmanship in Anadolu Efes on July 21, 2023, due to personal reasons. A new independent member will be appointed for the place vacated by the resignation of Mr. Acuner, in accordance with the procedures set by the Corporate Governance Communiqué, to carry out his duties until the first General Assembly Meeting that will be held. The developments on the issue will be duly communicated with the public.

3.2 Announcement Regarding Audit Committee Appointments (July 25, 2023)

Anadolu Efes today announced that Company's Board of Directors resolved to appoint Mr. Uğur BAYAR as the Chairman of the Audit Committee; Mr. Barış TAN as the member of the Audit Committee, due to the resignation of Mr. Şevki

ACUNER.

3.3 Announcement Regarding Independent Board Member Appointment (August 11, 2023)

Anadolu Efes today announced that it has been decided to appoint Mr. Bekir AĞIRDIR to the vacant Independent Board Membership position following the resignation of Mr. Şevki ACUNER, which is subject to the approval of the earliest General Assembly Meeting to be held; in accordance with the written statement sent by the Capital Markets Board on August 10, 2023.

3.4 Announcement Regarding JCR Rating Affirmation (August 18, 2023)

Anadolu Efes today announced that it has been decided to appoint Mr. Bekir AĞIRDIR to the vacant Independent Board Membership position following the resignation of Mr. Şevki ACUNER, which is subject to the approval of the earliest General Assembly Meeting to be held; in accordance with the written statement sent by the Capital Markets Board on August 10, 2023.

3.5 Announcement Regarding Fitch Ratings Credit Rating Decision (September 5, 2023)

Fitch Ratings ("Fitch") maintains Anadolu Efes' Long-TermForeign-Currency Issuer Default Rating and Local Currency Issuer Default Rating at BB+ on Rating Watch Negative. National Rating remained at AAA(tur), still being at the highest rating in the National rating scale for Turkiye. In its report, Fitch emphasized Anadolu Efes' resilient and strong performance despite a challenging input cost environment. Company's liquidity was evaluated as adequate also taking into account the hard currency cash balances.

3.6 CMB Approval for Debt Instrument Issuance and Issuance Certificate (September 29, 2023)

Our application to Capital Markets Board (CMB) pursuant to the Capital Market Law No. 6362 and the provisions of Communique VII-128.8 on Debt Securities of Capital Markets Board and other relevant legislation, regarding the issuance of debt instruments which was announced to the public on 31.01.2023, was approved by CMB on 28.09.2023 with resolution numbered 57/1219 and was published in the CMB's Weekly Bulletin No. 2023/58.

4. Corporate Governance Compliance Report:

4.1 Investor Relations Unit:

Investor Relations Unit, established within our Company's Finance and Investor Relations Directorate, continued to conduct the relations with our shareholders in the first nine months of 2023.

Gökçe Yanaşmayan - Chief Financial Officer

Tel: 0 216 586 80 00

Fax: 0 216 378 91 93

e-mail:ir@anadoluefes.com

R. Aslı Kılıç Demirel - Group Investor Relations & Risk Management Director

Tel: 0 216 586 80 72

Fax: 0 216 389 58 63

e-mail:asli.kilic@anadoluefes.com

Licences: CMB Capital Market Activities Level 3 License and CMB Corporate Governance Rating Specialist License

Nihal Tokluoglu - Group Investor Relations & Risk Management Supervisor

Tel: 0 216 586 80 09

e-mail:nihal.tokluoglu@anadoluefes.com

Company representatives attended 6 roadshows/conferences (physical and virtual) that were intended to provide shareholders and investors with information about the company for the first nine months of 2023. In the meantime, meetings took place with a total of 165 domestic and international institutional investors and shareholders, addressing the company's business results, performance, and other developments in the period.

The Corporate Governance Committee is responsible for monitoring the activities of the Investor Relations Unit of our company. Within this context, the Committee determines the standards for all announcements and main principles of investor relations, reviews these standards and principles and compliance with these every year, and gives necessary advices to the Board of Directors. The report that is prepared by the Investor Relations Unit regarding its activities and submitted to the Corporate Governance Committee at every meeting held by the Committee. In the first nine months of 2023, five Committee meetings were held, whose dates are on 28.02.2023, 02.03.2023, 31.07.2023, 08.08.2023, 05.10.2023. Corporate Governance Committee met two more times on 10.02.2023 and 31.07.2023 in order to execute duties of the Nomination Committee.

4.2 Board of Directors:

Tuncay Özilhan

Yönetim Kurulu Başkanı

R. Engin Akçakoca

Üye

Kamilhan Süleyman Yazıcı

Yönetim Kurulu Bşk. Vekili

Uğur Bayar

Üye (Bağımsız)

Jason Warner

Üye

Ahmet Boyacıoğlu

Üye

Tuğban İzzet Aksoy

Üye

Lale Saral Develioğlu

Üye (Bağımsız)

Bekir Ağırdır

Üye (bağımsız)

Barış Tan

Üye (Bağımsız)

Agah Uğur

Üye

Members of our Board of Directors were elected to serve a term of office of one (1) year until 2023 Ordinary General

Assembly Meeting, based on the resolution adopted in the Ordinary General Assembly convened on 11 August 2023.

Mr. Şevki Acuner resigned from his duties on the Board of Directors as of July 21, 2023. Mr. Bekir AĞIRDIR has been appointed to vacant position on August,11 2023 which is subject to the approval of the earliest General Assembly Meeting to be held;

4.3 Board of Directors Committees:

The Board of Directors decision regarding the appointment of the new Board of Directors members elected at the General Assembly convened on August 11, 2023 to committees was resolved. Accordingly, the committees operating under the Board of Directors are formed of the members presented below. Subsequently, following the resignation of Şevki Acuner from Audit Committee Chairmanship, Uğur Bayar was appointed as Audit Committee Chairman and Barış Tan as the member of the Audit Committee.

Audit Committee

Corporate Governance Committee

Committee for Early Detection of Risks

Uğur Bayar (Chairman)

Uğur Bayar (Chairman)

Barış Tan (Chairman)

Barış Tan (Member)

Rasih Engin Akçakoca (Member)

Tuğban İzzet Aksoy (Member)

Jason Warner (Member)

Agah Uğur (Member)

Lale Develioğlu (Member)

Ben Graham (Member)

Hurşit Zorlu (Member)

Yılmaz Argüden (Member)

Aslı Kılıç Demirel (Member)

5. Subsequent Events:

5.1 Notification Regarding Issue of Capital Market Instrument

The sale transaction of domestic bonds with ISIN code TRSEFESE2516 is completed with 736 days term, coupon payment of four times a year and fixed interest rate of 47.00% at a maturity date of 15.10.2025. Transaction date is 09.10.2023 and settlement date is 10.10.2023. The final issuance amount is realized as TL 2,000,000,000 within the ceiling which was approved by the Capital Markets Board's decision numbered 57/1219 on 28.09.2023. The issuance was advised by Ak Yatırım Menkul Değerler A.Ş.

6. Sustainability:

You can access to our 2022 Integrated Report through this linkin our website.

ANADOLU EFES

9M2023 EARNINGS RELEASE

Istanbul, November 1, 2023

3Q2023 HIGHLIGHTS

  • Consolidated sales volume increased by 4.3% to 37.8 mhl
  • Consolidated net sales revenue up 67.3% to TL 49,790.4 million
  • Consolidated EBITDA Before Non-Recurring Items (BNRI) up 84.5% to TL 12,387.8 million

9M2023 HIGHLIGHTS

  • Consolidated sales volume increased by 0.3% to 100.5 mhl
  • Consolidated net sales revenue up 65.1% to TL 112,358.5 million
  • Consolidated EBITDA Before Non-Recurring Items (BNRI) up 79.9% to TL 25,047.0 million
  • Consolidated Free Cash Flow was TL 10,840.1 million in 9M2023 vs. TL 7,080.1 million in 9M2022

MANAGEMENT COMMENTS

"I am delighted to share another exceptional quarter of performance for Anadolu Efes, especially during the most significant period of the year. These robust results are the testament of our agility and resilience in constantly changing business environment, which clearly demonstrate our unwavering dedication to excellence and our commitment to financial discipline. In the third quarter, we have achieved a remarkable net sales revenue growth of 67% coupled with 84% increase in EBITDA (BNRI) on a consolidated basis. This outstanding performance has also resulted in a significant margin expansion of more than 230 basis points, despite the high base from last year. The strong profitability performance along with disciplined CAPEX spending yielded a phenomenal level of cash generation during the quarter, taking up year-to-date Free Cash Flow to record high level of TL 10.8 billion; implying 53% year-on-year increase in TL and 10% increase in USD terms." commented

Mr. Can Çaka, Beer Group President and Anadolu Efes CEO.

Beer group volume growth accelerated in the period outperforming robust momentum in the previous quarter, by registering 8% increase in 3Q driven by the strong growth achieved in Russia and Türkiye. CIS operation's volumes were relatively softer, while demand being affected from strong pricing in these countries as a result of high inflationary environment. In soft drinks business, Pakistan operations continued to be negatively affected from macroeconomic challenges recording in a double-digit decline. Nevertheless, this was largely offset by the strong performance registered in Türkiye, Uzbekistan and Iraq; implying a consolidated volume growth of 3% for CCI.

Russian beer volumes demonstrated a strong improvement in the quarter by growing low-to-mid-single digits, exceeding our expectations. This achievement can be attributed to the positive impact of introducing innovative products, accelerated focus on commercial strategies and a more balanced pricing strategy, all contributing to a much stronger performance compared to previous periods.

Despite a very high base of last year, Türkiye beer volume performance remained very strong amidst a challenging operating landscape with purchasing power being under pressure in a high inflationary environment. Notably, Turkish operation achieved mid-single digit volume growth thanks to strong portfolio play, favorable pricing and also strong tourism activity in the country.

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As third quarter unfolds, marking another success story, we are highly confident in our ability to meet our 2023 expectations. Furthermore, we make another improvement in our outlook as we now expect flattish EBITDA (BNRI) margin despite cycling record high profitability levels in 2022.

I want to take the chance to express my sincere gratitude to my team and our colleagues for their outstanding contributions to make the summer of 2023 another season of remarkable achievements. Their commitment to excellence have been an inspiration to us all. With their continued dedication and determination, I am confident that we will break new record-highs in the years ahead.

SUMMARY FINANCIALS

Consolidated (TL mn)

3Q2022

3Q2023

Change %

9M2022

9M2023

Change %

Volume (mhl)

36.2

37.8

4.3%

100.2

100.5

0.3%

Net Sales Revenue

29,755.2

49,790.4

67.3%

68,053.1

112,358.5

65.1%

Gross Profit

11,469.0

20,975.4

82.9%

25,073.5

45,183.9

80.2%

EBIT (BNRI)

5,409.7

10,495.9

94.0%

11,126.8

20,204.5

81.6%

EBITDA (BNRI)

6,715.6

12,387.8

84.5%

13,925.1

25,047.0

79.9%

Net Income/(Loss)*

2,081.7

4,731.7

127.3%

3,375.6

8,012.3

137.4%

FCF

2,361.4

6,812.8

188.5%

7,080.1

10,840.1

53.1%

Change (bps)

Change (bps)

Gross Profit Margin

38.5%

42.1%

358

36.8%

40.2%

337

EBIT (BNRI) Margin

18.2%

21.1%

290

16.4%

18.0%

163

EBITDA (BNRI) Margin

22.6%

24.9%

231

20.5%

22.3%

183

Net Income Margin*

7.0%

9.5%

251

5.0%

7.1%

217

Beer Group (TL mn)

3Q2022

3Q2023

Change %

9M2022

9M2023

Change %

Volume (mhl)

9.6

10.4

7.7%

26.8

27.6

2.9%

Net Sales Revenue

12,343.0

17,738.9

43.7%

27,282.4

41,375.9

51.7%

Gross Profit

5,584.1

8,976.3

60.7%

11,677.0

19,876.3

70.2%

EBIT (BNRI)

2,170.7

3,590.9

65.4%

4,119.1

6,362.8

54.5%

EBITDA (BNRI)

2,930.5

4,695.8

60.2%

5,372.8

9,421.4

75.4%

Net Income/(Loss)*

1,171.4

2,575.8

119.9%

1,839.8

4,181.7

127.3%

FCF

739.7

3,185.3

330.6%

5,757.5

8,015.5

39.2%

Change (bps)

Change (bps)

Gross Profit Margin

45.2%

50.6%

536

42.8%

48.0%

524

EBIT (BNRI) Margin

17.6%

20.2%

266

15.1%

15.4%

28

EBITDA (BNRI) Margin

23.7%

26.5%

273

19.7%

22.8%

308

Net Income Margin*

9.5%

14.5%

503

6.7%

10.1%

336

CCI (TL mn)

3Q2022

3Q2023

Change %

9M2022

9M2023

Change %

Volume (mn u/c)

468.0

482.5

3.1%

1,291.8

1,283.1

-0.7%

Net Sales Revenue

17,412.6

31,734.4

82.3%

40,771.5

70,562.6

73.1%

Gross Profit

5,893.1

11,933.2

102.5%

13,399.0

25,227.0

88.3%

EBIT

3,244.2

6,948.9

114.2%

7,018.0

13,951.5

98.8%

EBITDA

3,785.6

7,686.8

103.1%

8,548.8

15,658.1

83.2%

Net Income/(Loss)*

1,818.9

4,326.6

137.9%

3,682.0

7,749.3

110.5%

FCF

1,223.4

3,366.6

175.2%

1,011.3

2,718.9

168.9%

Change (bps)

Change (bps)

Gross Profit Margin

33.8%

37.6%

376

32.9%

35.8%

289

EBIT Margin

18.6%

21.9%

327

17.2%

19.8%

256

EBITDA Margin

21.7%

24.2%

248

21.0%

22.2%

122

Net Income Margin*

10.4%

13.6%

319

9.0%

11.0%

195

* Net income attributable to shareholders

Anadolu Etap Tarım financial results started to be consolidated in Anadolu Efes' financials as of April 11, 2023. 3Q2023 and 9M2023 consolidated P&L, as well as the balance sheet as of 30.09.2023 incorporate Anadolu Etap Tarım financials. Likewise, Anadolu Etap İçecek financial results started to be consolidated in soft drink operations' as of April 19, 2023. 3Q2023 and 9M2023 consolidated P&L along with the balance sheet as of 30.09.2023 include Anadolu Etap İçecek figures. All operational performance metrics presented in this earnings release are on a reported basis (including Anadolu Etap Tarım and Anadolu Etap İçecek), except indicated otherwise.

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Anadolu Efes Biracilik Ve Malt Sanayii AS published this content on 01 November 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 November 2023 19:04:44 UTC.