10:06 SAN MIGUEL HK<00236> - Announcement (3) Payment of commission by the Group to the SMC Group in respect of sales of packaged beer by the Group directly to customers in certain countries (other than Hong Kong, Macau and the PRC) 1,100 1,300 1,600 The proposed Caps were determined by reference to a number of factors including historical transaction amounts, the expected growth in demand for the Group's beer products, the expected growth in demand for the SMC Group's beer products which are distributed by the Group, the Group's replacement programme for its crates and the Company's understanding that due to the SMC Group's production capacity constraints, the SMC Group should have increased demand for the Group's packaged beer products for export markets. The Directors (excluding the independent non-executive Directors who will express their view after receiving advice from the independent financial adviser) are of the opinion that the proposed Caps are fair and reasonable and are in the interest of the Company and Shareholders as a whole. Term The period commencing on 1 January 2005 and ending on 31 December 2007. In the event that the Continuing Connected Transactions are not approved by the Independent Shareholders, the Company shall have the right to terminate the Agreement. Pricing The Board confirms that the pricing policy of the Company in respect of the Continuing Connected Transactions is on an arm's length basis and is consistent with the Group's historic pricing policy in respect of the past transactions between the Group and the SMC Group (which were for the majority of the Continuing Connected Transactions the subject of the conditional waiver previously granted to the Company by the Stock Exchange) and that such pricing policy will remain unchanged and continue to be on an arm's length basis. With respect to the sourcing of packaging materials from the SMC Group, the relevant members of the Group shall negotiate supply terms with the SMC Group on an annual basis with reference to the prices and credit terms available from independent third party suppliers able to meet the Group's stringent quality requirements and delivery schedules and if no such comparable reference prices/credit terms are available, the prices/credit terms shall be determined by agreement between the parties based upon reasonable commercial principles. The prices payable by and the credit terms offered to the Group for the packaged beer purchased from the SMC Group shall be determined by reference to the prices paid by and the credit terms offered to the Group in respect of other beers imported into Hong Kong, Macau and/or the PRC by the Group from suppliers which are independent third parties and if no such comparable reference prices/credit terms are available, the prices/credit terms shall be determined by agreement between the parties based upon reasonable commercial principles. The prices receivable and credit terms offered by the Group for the packaged beer sold to the SMC Group shall be established by reference to the prices and credit terms offered by the SMC Group to ultimate customers, which are independent third parties, in export markets in countries other than Hong Kong, Macau, the PRC and the Philippines for similar packaged beer products and if no such comparable reference prices/credit terms are available, the prices/credit terms shall be determined by agreement between the parties based upon reasonable commercial principles. Typically the price received by the Group will be the price at which the relevant packaged beer is on-sold by the SMC Group to ultimate customers which are independent third parties in the relevant export market less an agreed margin for the SMC Group.