28.

Subsequent events

Plan of Reorganization

As described in Note 1, on March 15, 2013, the Company failed to pay $257.9 million principal due on the 2013 Notes. Under the terms of the 2013 Notes Indenture, the failure to pay principal when due constitutes an Event of Default (as defined in the 2013 Notes Indenture).

On April 7, 2013, CEDC and its subsidiaries CEDC Finance Corporation International, Inc. and CEDC Finance Corporation, LLC filed voluntary petitions for reorganization under Chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) in order to effectuate the Debtors’ prepackaged Chapter 11 Plan of Reorganization, which become effective June 5, 2013.

On June 5, 2013, the Company along with CEDC Finance Corporation International, Inc., an indirect wholly-owned subsidiary of the Company (the “Issuer”), entered into an Indenture (the “Senior Secured Notes Indenture”), between the Company, the Issuer, certain subsidiary guarantors named therein, and US Bank, N.A., as Trustee (the “Trustee”). In connection with the Senior Secured Notes Indenture, the Issuer will issue $465 million Senior Secured Notes due 2018 (the “Senior Secured Notes”) to holders of the Issuer’s 2016 Notes, which were cancelled pursuant to the Company and the Issuer’s plan of reorganization. The issuance of the Senior Secured Notes to holders of 2016 Notes is expected to take place on or about June 19, 2013. The Senior Secured Notes will be secured by, among other things, (a) a first-priority pledge over the shares of the Issuer and certain subsidiaries of the Company, (b) a first-priority assignment of rights under certain bank accounts of the Company, (c) certain intercompany loans, and (d) a first-priority mortgage over certain real property and fixtures.

On June 5, 2013, the Company and the Issuer, entered into an Indenture (the “Convertible Notes Indenture”), between the Company, the Issuer, certain subsidiary guarantors named therein, and US Bank, N.A., as Trustee (the “Trustee”). In connection with the Convertible Notes Indenture, the Issuer will issue $200 million Convertible Junior Secured Notes due 2018 (the “Convertible Notes” and, together with the Senior Secured Notes, the “New Notes”) to holders of 2016 Notes, which were cancelled pursuant to the Company and the Issuer’s plan of reorganization. The issuance of the Convertible Notes to holders of Existing 2016 Notes is expected to take place on or about June 19, 2013. The Convertible Notes will be secured by, among other things, (a) a first-priority pledge over the shares of the Issuer and certain subsidiaries of the Company, (b) a first-priority assignment of rights under certain bank accounts of the Company, (c) certain intercompany loans, and (d) a first-priority mortgage over certain real property and fixtures.

Other material terms of the indentures can be found in the Company’s Form T-3/As, filed with the SEC on March 11, 2013 and May 20, 2013.

On June 5, 2013, in connection with the consummation of the exchange offers, the Company issued an aggregate of 10,000 shares of New Common Stock. The issuance of the New Notes and the common stock under the Plan of Reorganization was made pursuant to an exemption from the registration requirements of the Securities Act contained in Section 1145(a) of the Bankruptcy Code.

Pursuant to the Plan, all of the Company’s pre-emergence Common Stock were cancelled on the Effective Date. Holders of such Shares did not and will not receive any distributions under the Plan. In accordance with the terms of the Plan of Reorganization, RTL and its affiliates have acquired control of 100% of the voting securities of the Company. As a result of the Company’s emergence from Chapter 11 and in accordance with the Plan of Reorganization, the following persons have been named as directors of the Company:

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Mr. Roustam Tariko

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Mr. N. Scott Fine

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Mr. Jose L. Aragon

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Judge Joseph Farnan

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Mr. Alessandro Picchi

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Mr. Pavel Merkul

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Mr. Eberhard von Löhneysen

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Pursuant to the Plan, the Company has filed an Amended and Restated Certificate of Incorporation (the “New Charter”) with the Secretary of State of the State of Delaware and has adopted Amended and Restated By-Laws (the “New By-Laws”), each of which became effective as of June 5, 2013. Changes implemented by the New Charter and New By-Laws include the following:

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The authorized share capital of the Company is 90,000 shares of common stock of $0.01 par value per share and 10,000 shares of preferred stock of $0.01 par value per share.

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The number of authorized shares of preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Company entitled to vote, without the separate vote of the holders of the preferred stock as a class, unless a vote of any such holders is required pursuant to the terms of any certificate of designation. In case the number of shares of any series shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.

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A director may be removed with or without cause, but in any case such removal shall only be effective if accomplished by the affirmative vote of holders of not less than a majority of the shares of the capital stock the Company issued and outstanding and entitled to vote generally in the election of directors cast at a meeting of the stockholders called for that purpose, notwithstanding the fact that a lesser percentage may be specified by law.

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Certain provisions have been added to provide stockholder protections to Minority Stockholders (as defined in the New Charter), including:

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Minority Stockholders have the right to nominate one director and such director’s successor.

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The jurisdiction of incorporation and domicile of the Company will be Delaware until such time as (a) all of the Senior Secured Notes and all of the Convertible Notes have been redeemed, repaid or converted in their entirety, as applicable, and (b) no Minority Shares remain outstanding.

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Certain registration rights as provided in Sections 6.3 and 6.4 of the New Charter.

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Approval over certain significant transactions as provided in Section 6.5 of the New Charter.

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Minority Stockholders have been provided tag along rights, drag along rights and preemptive rights in respect of share transfers by RTL.

The New Charter and the New By-Laws are attached as Exhibit 3.1 and Exhibit 3.2 of our 8-K Form filed with the SEC on June 11, 2013.

The Company is the party to the License Agreement dated August 17, 2005 concluded with LUCAB BOLS B.V., that gives the Company the right to use BOLS Vodka trademark in Poland and Russia. The License Agreement includes the provisions authorizing Lucas Bols B.V. to terminate the license upon change of control or bankruptcy occurring at the level of Central European Distribution Corporation. The Company’s representatives discussed the License Agreement with Lucas Bols B.V. and there seems to be a risk that Lucas Bols B.V. may be willing to exercise their right to terminate the license as the result of the restructuring process of Central European Distribution Corporation. At the date of these financial statements, no further details with regard to Lucas Bols B.V’s intentions to terminate or to renegotiate the License Agreement are known to the Company’s representatives. Similar license contract was concluded by the Company with Lucas Bols B.V. in respect of the use of license for Bols Vodka trademark in Hungary and this contract represent similar risk. However currently the Company believes that the risk that the license will be terminated is relatively low and there is no risk of negative cash outflow.

Nasdaq Delisting

On April 10, 2013, the Company received a letter from the NASDAQ Office of General Counsel, Hearings, informing the Company that the NASDAQ Hearings Panel has affirmed the decision of the Listing Qualifications Department of The NASDAQ Stock Market LLC (“NASDAQ”) to delist the shares of the Company from NASDAQ. As a result, the Company’s shares were suspended from trading on NASDAQ, effective at the open of business on Friday, April 12, 2013.

Other events

In January 2013 and in March 2013, the Company signed agreements with its distributors and RBS Bank (Polska) S.A. for non-recourse factoring of the receivables from the distributors. The financing limit is fixed in one agreement at level of 82.0 million Polish zloty (approximately $26.5 million) and there is no limit fixed in second agreement. The Company has no continuing involvement with the sold non-recourse receivables.

In February 2013 the Company signed factoring agreement with ING.

On March 22, 2013 the Company received a notice from Sutter Home Winery, Inc. on immediate termination of cooperation. Sutter Home wines have been distributed by the Company for a number of years. The Company replied to Sutter Home Winery, Inc. on March 26, 2013, questioning, among others, the basis for termination and informed Sutter Home Winery, Inc. that the Company undertook examination of its exposure on potential losses resulting from the termination. At the date of this letter, the Company intends to consult the matter with the US legal counsel to estimate its potential legal claim or claims against Sutter Home Winery, Inc. relating to the termination.

Existing loan agreements

In accordance with the loan agreement with Sberbank dated November 23, 2012 additional drawn was made. As a result outstanding amount was increased to 520 million Russian rubles (approximately $15 million).

New Loans

On February 27, 2013 the Company signed new related party loan agreement with Russian Standard Bank for amount of 465 million Russian rubles which was subsequently fully repaid.

On June 7, 2013 the Company signed new loan agreement with MKB Bank for a billion Russian rubles (approximately $30 million). Loan is partially secured by pledge on goods. There are no financial covenants related to this loan.

Credit lines with Alfa-Bank

On May 28, 2013 Alfa-Bank resumed lending to CEDC by providing access to previously established credit lines with the bank of 2 billion Russian rubles (approximately $60 million). CEDC was able to draw down 1 billion Russian rubles (approximately $30 million) under these credit lines.

Bank guarantees

Up to date of these financial statements guarantees of 25.4 billion Russian rubles (approximately $765 million) have been issued with following banks: Alfa-Bank, Bank of Moscow, Rossgostrakh, Nomos Bank, Sudostroitelny Bank, Stroykredit Bank, Morskoy Bank.