FULLERS BEER BUSINESS acquired by ASAHI EUROPE

Announced on January 25, 2019, the definitive corporate disposal agreed between Fuller, Smith & Turner P.L.C. and Asahi Europe Ltd transfers the brewing, cider production, wine wholesaling, and beverage distribution operations of Fuller's Beer Business to the European operating subsidiary of Asahi Group Holdings, Ltd. For the 52-week financial period ending March 31, 2018, the carved-out brewing perimeter generated an EBITDA of , pricing the transaction at an EV/EBITDA multiple of . The structural architecture of the corporate divestiture generates estimated net cash proceeds of approximately £205 million after deducting transaction expenses, operational reorganisation charges, and separation costs. Following closing, Fuller, Smith & Turner P.L.C. plans to return between £55 million and £69 million of the cash proceeds directly to equity holders, equating to £1.00 to £1.25 per A and C ordinary share and £0.10 to £0.125 per B ordinary share, while retaining all liabilities and funding commitments associated with its existing pension scheme. Under the intellectual property agreements governing the sale, Asahi Europe Ltd secures a perpetual, global, exclusive, and royalty-free commercial licence to utilize the Fuller's trade marks, brand cartouche, and corporate logo for beverage manufacturing, while underlying legal title to the marks remains with Fuller, Smith & Turner P.L.C. The industrial rationale establishes a binding Long-Term Supply Agreement between both entities, enabling Fuller, Smith & Turner P.L.C. to redirect management resources toward its retained pubs and hotels estate (which generates roughly 87% of corporate operating profits) while securing continuous beverage supply from Asahi Europe Ltd. Transaction execution was structured as a Class 1 disposal requiring shareholder approval at an Extraordinary General Meeting, backed by irrevocable voting commitments covering 28.19% of total issued Ordinary Shares and 5.62% of A Ordinary Shares, alongside regulatory clearance from the UK Competition and Markets Authority. Advisory execution on the sell side was directed exclusively by Rothschild & Co, acting as corporate sponsor and financial advisor to Fuller, Smith & Turner P.L.C.