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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o
 
Preliminary Proxy Statement

o
 
Confidential, For Use of the Commission Only (as permitted by Rule 14(a)-6(e)(2))

o
 
Definitive Proxy Statement

ý
 
Definitive Additional Materials

o
 
Soliciting Material Pursuant to §240.14a-12

ADOLPH COORS COMPANY
(Name of Registrant as Specified in its Charter)

 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
         
Payment of Filing Fee (Check the appropriate box):

o
 
No fee required.

ý
 
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

 
 
(1)
 
Title of each class of securities to which transaction applies:
        Class A non-voting shares of Molson Inc. (including associated options)
                Class B common shares of Molson Inc.
    (2)   Aggregate number of securities to which transaction applies:
        113,716,607 Class A non-voting shares of Molson Inc. (including shares issuable upon exercise of outstanding options to purchase Class A non-voting shares), which represents the number of such shares to be exchanged, in a series of transactions, for shares representing interests in the combined company pursuant to the Combination Agreement (the "Combination Agreement"), dated July 21, 2004, as amended, by and among Adolph Coors Company, Molson Coors Canada Inc. and Molson Inc.
                19,856,822 Class B common shares of Molson Inc., which represents the number of such shares to be exchanged, in a series of transactions, for shares representing interests in the combined company pursuant to the Combination Agreement
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        $25.71 per Class A non-voting share of Molson Inc., which is the average of the high and low sales prices reported on the Toronto Stock Exchange for such shares on September 13, 2004, converted to U.S. dollars by applying the exchange rate on such date, which was 0.7692 U.S. dollars for each Canadian dollar (the "Exchange Rate")
                $25.79 per Class B common share of Molson Inc., which is the average of the high and low sales prices reported on the Toronto Stock Exchange for such shares on September 13, 2004, converted to U.S. dollars by applying the Exchange Rate
    (4)   Proposed maximum aggregate value of transaction:
        $3,436,728,815, which is the maximum value calculated pursuant to Rule 0-11 of the Exchange Act of 1934, as amended
    (5)   Total fee paid:
        $435,434

ý
 
Fee paid previously with preliminary materials.

o
 
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
         


 
 
(1)
 
Amount previously paid:
        
    (2)   Form, Schedule or Registration Statement No.:
        
    (3)   Filing Party:
        
    (4)   Date Filed:
        

MOLSON INC.   ADOLPH COORS COMPANY
1555 NOTRE DAME STREET EAST   311 10th STREET
4th FLOOR   GOLDEN, COLORADO 80401
MONTRÉAL, QUÉBEC H2L 2R5   (303) 277-5919
(514) 521-1786    

SUPPLEMENT TO
JOINT PROXY STATEMENT/MANAGEMENT INFORMATION CIRCULAR

January 19, 2005

        This is a supplement to the previously distributed joint proxy statement/management information circular dated December 9, 2004, which is referred to herein as the original joint proxy statement/management information circular. This supplement contains important changes and should be read in conjunction with the original joint proxy statement/management information circular.

Mailing of Supplement; Adjournment of Meetings

        This supplement to the original joint proxy statement/management information circular is being furnished to shareholders and optionholders of Molson Inc., a corporation incorporated under the laws of Canada, in connection with the solicitation of proxies by management of Molson for use at the special meeting of the Molson shareholders, which has been adjourned, to be reconvened in the Marquette and Joliet rooms at the Fairmont The Queen Elizabeth hotel, 900 René-Lévesque Boulevard West, Montréal, Québec, on January 28, 2005 at 9:00 a.m. (Montréal time), and the separate meeting of Molson optionholders, which has been adjourned, to be reconvened in the John Molson Room located at 1670 Notre-Dame Street East, Montréal, Québec, on January 27, 2005 at 4:30 p.m. (Montréal time), and any adjournment or postponement of these meetings. The record date of November 22, 2004 to determine those Molson shareholders and optionholders entitled to vote at the meetings remains unchanged.

        This supplement is also being furnished to holders of common stock of Adolph Coors Company, a Delaware corporation, in connection with the solicitation of proxies by the board of directors of Coors for use at the special meeting of Coors stockholders which has been adjourned, to be reconvened at Coors Brewing Company in the Sixth Floor Auditorium in the Brewery Complex, 12th and Ford Streets, Golden, Colorado 80401 on February 1, 2005 at 9:00 a.m. (Denver time), and any adjournment or postponement of the special meeting. The record date of November 22, 2004 to determine those Coors stockholders entitled to vote at the special meeting remains unchanged.

        This supplement to the original joint proxy statement/management information circular is being mailed to shareholders and optionholders of Molson and stockholders of Coors on or about January 20, 2005.

Reason for the Supplement

        As a result of market reaction to the terms of the arrangement described in the original joint proxy statement/management information circular, Molson and Coors have agreed to increase the amount of the special dividend that Molson Class A non-voting and Class B common shareholders of record at the close of business on the last trading day immediately prior to the date of closing of the merger transaction, excluding Pentland Securities (1981), Inc., a company owned by Eric Molson and Stephen Molson, will receive from Molson in connection with the plan of arrangement. The special dividend will be increased from Cdn.$3.26 per share (a total of approximately Cdn.$381 million (U.S.$316 million based on the exchange rate in effect on November 4, 2004)) to Cdn.$5.44 per share (a total of approximately Cdn.$640 million (U.S.$532 million based on the exchange rate in effect on January 13, 2005)). In the interest of demonstrating its continued support for the merger transaction,


Pentland has agreed to waive any participation in the special dividend. Had Pentland not agreed to waive participation in the special dividend, the special dividend would have been Cdn.$5.00 per share instead of Cdn.$5.44 per share. No additional merger premium will be paid to either company's shareholders.

Changes to the Original Joint Proxy Statement/Management Information Circular

        As a result of the increase in the special dividend, references to a special dividend in the amount of Cdn.$3.26 per share (a total of approximately Cdn.$381 million (U.S.$316 million)) in the original joint proxy statement/management information circular are revised to refer to a special dividend in the amount of Cdn.$5.44 per share (a total of approximately Cdn.$640 million (U.S.$532 million)) on the following pages thereof: the joint stockholder letter, the cover page and pages 4, 6, 19, 21, 70, 78, 81, 173, 313 and D-7.

        Statements that had Pentland not agreed to waive participation in the special dividend the special dividend to be declared would have been Cdn.$3.00 per share instead of Cdn.$3.26 per share throughout the original joint proxy statement/management information circular are revised to state had Pentland not agreed to waive participation in the special dividend the special dividend to be declared would have been Cdn.$5.00 per share instead of Cdn.$5.44 per share, including on the following pages thereof: the joint stockholder letter and pages 6, 21, 78 and 81. In addition, the reference to "the amount of the special dividend actually received (Cdn.$3.26 per share) over the amount of the distribution each shareholder would have received absent Pentland's forbearance (Cdn.$3.00 per share)" on page 173 of the original joint proxy statement/management information circular is revised to state "the amount of the special dividend actually received (Cdn.$5.44 per share) over the amount of the distribution each shareholder would have received absent Pentland's agreement not to participate (Cdn.$5.00 per share)."

        Throughout the original joint proxy statement/management information circular, all references to January 31, 2005 as the date on which either Molson or Coors may, in certain circumstances, terminate the combination agreement are revised to refer instead to March 15, 2005, including on the following pages thereof: 33, 34, 120 and 121.

        The summary Molson Coors unaudited pro forma combined financial information and unaudited pro forma condensed combined financial statements have been revised to reflect the increase in the Molson special dividend and the increase in the purchase price of Molson based upon the average of the closing price of the Coors common stock for the five trading days beginning on January 11, 2005 and ending on January 18, 2005, and the related changes in debt, interest expense, income tax expense and the allocation of the increased purchase price to the fair value of acquired intangible assets. Such revised financial statements in their entirety are attached as Annex A to this supplement.

Background of the Increase in the Special Dividend

        By early January 2005, several Canadian institutional holders of Molson Class A non-voting shares, including TAL Global Asset Management, Burgundy Asset Management Ltd. and Jarislowsky Fraser Ltd., had publicly announced their opposition to the merger transaction on the terms described in the plan of arrangement and the original joint proxy statement/management information circular, expressing dissatisfaction with the amount of value being conveyed in the arrangement to Molson shareholders.

        During early January 2005, representatives of numerous institutional holders of Molson Class A non-voting shares telephoned Timothy V. Wolf, Coors' chief financial officer, to discuss their reactions to the terms of the merger transaction and suggested that approval of the merger by Molson's major institutional investors might require an increase in the amount of the special dividend.

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        On January 7, 2005, W. Leo Kiely III, the president and chief executive officer of Coors, and Daniel J. O'Neill, the president and chief executive officer of Molson, met in Golden, Colorado to discuss strategic issues associated with the merger, including the recent public announcements of opposition by certain institutional Molson shareholders.

        On January 10, 2005, Mr. O'Neill telephoned Mr. Kiely and reported that the Molson board of directors continued to support the plan of arrangement on the terms described in the original joint proxy statement/management information circular but that the Molson board was concerned that the recent public statements of opposition by certain Molson institutional shareholders could have an adverse effect on efforts to gain shareholder approval of the merger transaction. Also on January 10, 2005, Mr. H. Sanford Riley, a member of the Molson board of directors, spoke with Mr. Kiely by telephone and conveyed those same two points.

        On January 12, 2005, Eric H. Molson, the chairman of Molson who indirectly controls Pentland, reconfirmed to Mr. O'Neill that Pentland agreed to waive its participation in the proposed increased special dividend. Had Pentland not agreed to waive its participation in the special dividend, the special dividend to be declared would have been Cdn.$5.00 per share instead of Cdn.$5.44 per share.

        On January 13, 2005, the board of directors of Coors convened telephonically to discuss market reaction to the proposed plan of arrangement and the possibility of increasing the special dividend to be paid to Molson shareholders in connection with the merger transaction. At that meeting, the Coors board approved a second amendment to the combination agreement to increase the size of the special dividend from Cdn.$3.26 per share (a total of approximately Cdn.$381 million (U.S.$316 million)) to Cdn.$5.44 per share (a total of approximately Cdn.$640 million (U.S.$532 million)) and to extend from January 31, 2005 to March 15, 2005 the date by which the merger transaction must be completed under the combination agreement without either Molson or Coors having a right to terminate the agreement. The second amendment to the combination agreement is attached as Annex B to this supplement.

        On January 13, 2005, Molson's board of directors convened telephonically to consider the second amendment to the combination agreement. After discussion, the Molson board of directors voted unanimously to authorize the execution of the second amendment to the combination agreement. On the same date, the parties executed the second amendment to the combination agreement.

Coors Financial Advisor

        In anticipation of the January 13, 2005 meeting of the Coors board of directors, Coors requested that Deutsche Bank update its fairness opinion to reflect the increase in the special dividend to be paid to holders of Molson Class A non-voting shares and Molson Class B common shares, except Pentland, in connection with the plan of arrangement. On January 13, 2005, Deutsche Bank delivered its oral opinion to the Coors board of directors, subsequently confirmed in writing as of the same date, to the effect that, as of that date, based upon and subject to the assumptions made, matters considered and limits of the review undertaken by Deutsche Bank, the exchange ratio was fair, from a financial point of view, to holders of the Coors Class A common stock and holders of the Coors Class B common stock. We refer to this opinion, which supersedes the final opinion attached as Annex Q to the original joint proxy statement/management information circular, as the revised final written opinion. The full text of Deutsche Bank's revised final written opinion is attached as Annex C to this supplement. We encourage you to read the revised final written opinion carefully in its entirety for a description of the assumptions made, procedures followed, matters considered and limitations on the review undertaken. Deutsche Bank's opinion was provided to the Coors board of directors in connection with the evaluation by the board of directors of the 0.360 exchange ratio, after giving effect to the special dividend to be paid to Molson shareholders. Deutsche Bank's final opinion does not address any aspect of the merger transaction other than the 0.360 exchange ratio (after giving effect to the special dividend to Molson shareholders) and does not constitute a recommendation as to how a Coors stockholder should vote or act on any matter.

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Proxies

        Molson Shareholders and optionholders and Coors stockholders who have already voted their shares and do not wish to change their vote do not need to take any action, and votes already cast and not changed or withdrawn will be cast at the applicable meeting. If a holder's shares are held by a broker, the holder must follow the directions received from the broker in order to change his or her vote.

        Any registered Coors stockholder wishing to change his or her vote on any of the proposals should, before the Coors special meeting, deliver a signed notice of revocation of proxy to the Secretary of Coors, or complete and submit a later-dated proxy card, or, in the alternative, attend the Coors special meeting and vote in person.

        Molson shareholders have until 5:00 p.m. (Montréal Time) on January 26, 2005 to vote by proxy. Molson optionholders have until 5:00 p.m. (Montréal Time) on January 25, 2005 to vote by proxy. Any registered Molson shareholder or optionholder wishing to change his or her vote should execute a valid form of revocation of proxy and deliver it to the Secretary of Molson or, in the case of a Molson shareholder, the offices of CIBC Mellon Trust Company, at any time up to and including the last business day preceding the day of the Molson special meeting or optionholders meeting, as applicable, or to the chairman of the applicable meeting at any time before the meeting, or complete and submit a later- dated proxy form no later than 5:00 p.m. (Montréal Time) on the last business day before the applicable meeting, or, in the alternative, attend the applicable meeting and vote in person. Registered Molson shareholders and optionholders may also revoke a proxy via the Internet website or the toll-free number indicated on their proxy forms.

        Attendance at any applicable meeting alone will not revoke a shareholder's or optionholder's proxy; rather, a shareholder or optionholder must also vote at the applicable meeting in order to revoke a previously submitted proxy.

        The Québec Superior Court has postponed the date for the hearing of Molson's application for the final order to February 2, 2005 at 9:30 a.m., Eastern Time, and has extended the period for filing appearances, written representations and written contestations to January 27, 2005.

By Order of the Board of Directors of Molson Inc.   By Order of the Board of Directors of Adolph Coors Company

SIGNATURE
 
SIGNATURE
Eric H. Molson
Chairman of the Board
January 19, 2005		   Peter H. Coors
Chairman
January 19, 2005

        Please see the section entitled "Risk Factors" beginning on page 47 of the original joint proxy statement/management information circular for considerations relevant to approval of the resolutions and proposals to be considered at the Molson and Coors special meetings and an investment in the securities referred to in the original joint proxy statement/management information circular and this supplement.

        The securities to be issued in connection with the merger transaction described in the original joint proxy statement/management information circular and this supplement have not been approved or disapproved by the U.S. Securities and Exchange Commission or any securities regulatory authority of any state of the United States or province or territory of Canada, nor has the U.S. Securities and Exchange Commission or any securities regulatory authority of any state of the United States or province or territory of Canada passed on the adequacy or accuracy of this document. Any representation to the contrary is a criminal offense.

4


ANNEX A

SUMMARY MOLSON COORS UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Comparative Per Share Data

        The following table sets forth certain historical per share data for Molson and Coors and pro forma combined per share data after giving effect to the merger transaction at an exchange ratio of 0.360 shares of Molson Coors common stock or Molson Coors Exchangeco exchangeable shares for each Molson share. This data should be read in conjunction with the Molson audited financial statements, the Molson interim unaudited financial statements, the Coors audited financial statements and the Coors interim unaudited financial statements that are attached to the original joint proxy statement/management information circular as Annexes R and S, respectively, and the Molson Coors unaudited pro forma condensed combined financial statements included beginning on page A-4. The unaudited pro forma condensed combined financial statements reflect adjustments to conform Molson's data to U.S. GAAP, presented in U.S.$ and to give effect to the merger transaction as if it had occurred on December 30, 2002 with respect to the income statement, and as of September 26, 2004 with respect to the balance sheet. The unaudited pro forma condensed combined financial data are not necessarily indicative of the operating results or financial position that would have occurred had the merger transaction been completed at the beginning of the earliest period presented and should not be construed as indicative of future operations. For more information see "Information Concerning Molson" beginning on page 181 and "Information Concerning Coors" beginning on page 239 of the original joint proxy statement/management information circular.

 
    
    
    
   Six
months ended
 
   Years ended March 31,
Historical—Molson
Canadian GAAP (Cdn.$)
   September 30,
2004
   September 30,
2003
  2004
   2003
   2002
Basic income per share   1.86   2.42   1.48   (0.39 ) 1.19
Diluted income per share   1.84   2.38   1.45   (0.39 ) 1.17
Book value per share at end of period(2)   9.57   8.12   9.19   8.80   9.29
Dividends per share   0.56   0.42   0.38   0.30   0.28
 
    
    
    
   Thirty-nine
weeks ended
 
   Years ended
Historical—Coors
U.S. GAAP (U.S.$)
   September 26,
2004
   September 28,
2003
  2003
   2002(1)
   2001
Basic income per share   4.81   4.47   3.33   3.81   3.81
Diluted income per share   4.77   4.42   3.31   3.74   3.79
Book value per share at end of period(2)   34.80   27.02   26.46   40.42   31.57
Dividends per share   0.82   0.82   0.80   0.615   0.615
 
   Pro Forma Combined
   Molson Equivalent(4)
Pro forma per share data
U.S. GAAP (U.S.$)
   Year ended
2003
   Thirty-nine weeks ended September 26, 2004
   Year ended
2003
   Thirty-nine weeks ended September 26, 2004
Basic income per share   3.45   1.04   1.24   0.37
Diluted income per share   3.40   1.01   1.22   0.36
Book value per share at end of period(3)   —   59.65   —   21.47
Dividends per share   1.27 (5) 0.95 (5) 0.46   0.34
(1)
Results prior to February 2, 2002 exclude Coors Brewers Limited, the business acquired from InBev on that date.

A-1

(2)
The historical book value per share is computed by dividing total stockholders' equity as of the end of each period for which the computation is made by the number of common shares outstanding at the end of each period.

(3)
The pro forma book value per share is computed by dividing pro forma stockholders' equity by the pro forma number of shares outstanding at the end of the period totalling 83.5 million common shares.

(4)
The Molson pro forma equivalent share amounts are computed by multiplying the Molson Coors pro forma combined per share amounts by the 0.360 exchange ratio.

(5)
The pro forma dividends per share amounts are based upon the agreement of Molson and Coors for Molson Coors to adopt Molson's dividend policy in effect on July 21, 2004, subject to applicable law and adjustment for (i) the exchange rate of U.S.$0.7616 per Canadian dollar on that date and (ii) the exchange ratio of 0.360.

A-2


Summary Molson Coors Unaudited Pro Forma Combined Financial Information

        The following summary unaudited pro forma combined financial information is presented to give effect to the merger transaction between Molson and Coors and represents the combined company's pro forma unaudited condensed combined balance sheet as of September 26, 2004 and unaudited condensed combined income statements for the year ended December 28, 2003 and the thirty-nine weeks ended September 26, 2004.

        The following summary unaudited pro forma combined financial information is derived from the unaudited pro forma combined financial statements beginning at page A-4 and gives effect to the merger transaction between Molson and Coors as if it occurred on December 30, 2002 with respect to the income statement, and as of September 26, 2004 with respect to the balance sheet. The summary unaudited pro forma condensed combined financial information is not necessarily indicative of the results of operations that would have been achieved had the transaction actually taken place at the dates indicated and does not purport to be indicative of future financial position or operating results.

 
   For the Thirty-nine Weeks Ended
September 26, 2004
   For the Year Ended
December 28, 2003
 
   (In U.S.$ millions, except per share data)
Income Statement Data        
Net sales revenue   4,557.5   5,754.4
Net income available to common shareholders   86.4   283.6
Net income per share—basic   1.04   3.45
Net income per share—diluted   1.01   3.40

Balance Sheet Data
 
 
 
 
Cash and cash equivalents and short-term and long-term marketable securities   133.1    
Total assets   11,770.1    
Long-term debt   2,111.0    
Shareholders' equity   4,981.1    

        Although the combination of Molson and Coors is a merger of equals, generally accepted accounting principles require that one of the two companies in the transaction be designated as the "acquiror" for accounting purposes. In connection with the merger transaction, Coors will be deemed to acquire the Molson net assets at fair value for accounting purposes. Some of these assets have finite lives and require amortization/depreciation expense to be charged to earnings over their useful lives. This has the effect of increasing amortization and depreciation by approximately U.S.$76.9 million per year, pre-tax. However, this non-cash expense has no impact on cash generated from the business of the combined entity.

A-3


UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

        Molson and Coors have entered into a business combination agreement, dated July 21, 2004, as amended and as may be further amended, including a plan of arrangement under Section 192 of the Canada Business Corporations Act, under which the businesses of the two companies will be combined. The merger transaction will form the world's fifth largest brewing company by volume.

        The following unaudited pro forma condensed combined financial statements and notes are presented to give effect to the merger transaction between Molson and Coors and represent the combined company's unaudited pro forma condensed combined balance sheet as of September 26, 2004 and unaudited pro forma condensed combined income statements for the year ended December 28, 2003 and the thirty-nine weeks ended September 26, 2004.

        The following unaudited pro forma condensed combined balance sheet gives effect to the merger transaction between Molson and Coors as if it occurred on September 26, 2004. The accompanying unaudited pro forma condensed combined income statements give effect to the merger transaction between Molson and Coors as if it occurred on December 30, 2002, the first day of Coors' fiscal year ended December 28, 2003. The unaudited pro forma condensed combined financial statements include adjustments directly attributable to the merger transaction. The pro forma adjustments are described in the accompanying notes. The pro forma adjustments are based upon available information and assumptions that are factually supportable, including the completion of the merger transaction. These unaudited pro forma condensed combined financial statements are not necessarily indicative of the results of operations that would have been achieved had the transaction actually taken place at the dates indicated and do not purport to be indicative of future financial position or operating results.

        Molson's historical consolidated financial statements are presented in Canadian dollars and were prepared in accordance with Canadian GAAP, which differs in certain respects from U.S. GAAP. Coors' consolidated financial statements were prepared in accordance with U.S. GAAP and are presented in U.S. dollars. As described in Notes 3 and 4 to these unaudited pro forma condensed combined financial statements, Molson's historical consolidated financial statements were reconciled to U.S. GAAP and were translated from Cdn.$ to U.S.$. As presented in Notes 3 and 4 to the unaudited pro forma condensed combined financial statements, pro forma adjustments have been made to the financial statements of Molson to conform with Coors' presentation under U.S. GAAP.

        The unaudited pro forma condensed combined financial information was prepared using the purchase method of accounting, with Coors treated as the "acquiror" for accounting purposes. Although the current Molson shareholders will receive more shares in the combined company than Coors shareholders, a voting trust will provide equal contractual voting control of Molson Coors by the Coors and Molson families. Coors was determined to be the "acquiror" for accounting purposes since it is the entity issuing shares in the combination, is effectively paying a premium through the special dividend, and based on an evaluation of other qualitative factors, including senior management positions and the relative sizes of the companies.

        Under purchase accounting, the purchase price, including directly related transaction costs, is allocated to the tangible and intangible assets acquired and liabilities assumed based upon their respective fair values at the effective date of the merger transaction. An allocation of the purchase price has been made based upon preliminary estimates of fair value by management, including approximately U.S.$5.7 million related to integration actions that include potential reorganization and restructuring actions. Additional costs related to potential reorganization and restructuring have not been reflected in this initial purchase price allocation since final decisions have not been made. Obligations for pension and other post-retirement benefits have been determined based upon preliminary actuarial assessments. As discussed in Note 3 to the accompanying Molson historical financial statements for the six months ended September 30, 2004 included in Annex R of the original

A-4


joint proxy statement/management information circular, Molson announced an estimated Cdn.$50 million rationalization provision related to the closure of the Queimados brewery in Brazil and changes to its Brazilian sales center network.

        Molson also revised its long-term forecast of cash flows for its Brazilian business and recorded an impairment charge of Cdn.$210 million for its quarter ended September 30, 2004. Molson's revised cash flow forecasts are based on its best estimates, which include sales volume, pricing, and other expenses. These estimates are subject to significant measurement uncertainty, including the impact of extremely competitive trade practices, the complex tax regime and management's evolving views of product positioning and alternative sales initiatives.

        The purchase price accounting included in these pro forma financial statements reflects a preliminary enterprise value of U.S.$369 million for the Brazilian business.

        Management will reevaluate the Brazilian cash flow forecast subsequent to the date the merger is completed, which if changes are made to the foregoing cash flow estimates could have a material impact on the amounts estimated in these pro forma financial statements.

        The final purchase price allocation, which will be determined subsequent to the closing of the merger, and its effect on results of operations may differ significantly from the pro forma amounts included in this section, although these amounts represent management's best estimates as of the date of this document.

        The unaudited pro forma financial information is based on historical financial statements. Molson's fiscal year ends on March 31, while Coors' fiscal year ends on the last Sunday of each December. As described in Note 1 to the unaudited pro forma condensed combined financial statements, the period covered by Molson's historical financial information has been adjusted to more closely correspond to Coors' fiscal year-end in the accompanying pro forma condensed combined financial statements. Molson's historical financial statements included in the original joint proxy statement/management information circular represent Molson's historical fiscal year ends. The unaudited pro forma condensed combined financial statements do not purport to represent the combined company's financial position or results of operations or financial condition had the merger transaction between Molson and Coors actually occurred as of these dates or the results that the combined company would have achieved after the merger transaction. The unaudited pro forma condensed combined financial statements should be read in conjunction with the historical consolidated financial statements (and notes) of Molson and Coors in Annexes R & S, respectively, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" of Molson and Coors, respectively, beginning on pages 196 and 247 of the original joint proxy statement/management information circular.

        Unless otherwise stated, all amounts shown in this section are in U.S.$ and in accordance with U.S. GAAP.

A-5

UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT
For the Thirty-nine Weeks Ended September 26, 2004
(in U.S.$ millions, except share and per share data)

 
   Coors
Thirty-nine
weeks ended
September 26, 2004
U.S. GAAP
   Molson
Nine months
ended
September 30, 2004
U.S. GAAP
   Pro Forma Adjustments
   Molson Coors Pro Forma
  
 
    
   (Note 3)

   (Note 7)

    
  
Sales   $ 4,272.8   $ 1,938.9     (32.5
(3.4		 )E
)J		   6,175.8  
Excise taxes     (1,094.3 )   (520.4 )   (3.6 )E   (1,618.3 )
   
 
 
 
 
Net sales     3,178.5     1,418.5     (39.5
4.7
(4.2		 )
  D
)G		   4,557.5  
Cost of goods sold     (2,003.2 )   (753.9 )   21.5   E   (2,735.1 )
   
 
 
 
 
  Gross profit     1,175.3     664.6     (17.5 )   1,822.4  

Marketing, general and administrative
 
 
 
 
 
 
 
 
 
 
 
 
 
  expenses     (917.8 )   (378.7 )   2.5
1.4
(47.3
(18.4		   D
  K
)G
)E		   (1,358.3 )
Special charges     —     (172.7 )   —     (172.7 )
   
 
 
 
 
  Operating income     257.5     113.2     (79.3 )   291.4  

Interest expense, net
 
 
(40.8
)
 
(51.1
)
 
3.0
(15.6
  H
)M
 
(104.5
)
Other income (expense), net     5.9     1.8     2.2   E   9.9  
   
 
 
 
 
Income before income taxes     222.6     63.9     (89.7 )   196.8  
Income tax expense     (69.7 )   (84.5 )   7.5   F   (146.7 )
   
 
 
 
 
Income before minority interests     152.9     (20.6 )   (82.2 )   50.1  
Minority interests     (11.9 )   17.4     30.8   E   36.3  
   
 
 
 
 
  Net income available to common shareholders   $ 141.0   $ (3.2 ) $ (51.4 ) $ 86.4  
   
 
 
 
 
Income per share (Note 8)                          
Net income per share—basic   $ 3.81               $ 1.04  
   
             
 
Net income per share—diluted   $ 3.74               $ 1.01  
   
             
 
Weighted average number of shares                          
—Basic     37.1                 83.1  
   
             
 
—Diluted     37.8                 85.4  
   
             
 

See accompanying notes to unaudited pro forma condensed combined financial statements.

A-6

UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT
For the Year Ended December 28, 2003
(in U.S.$ millions, except share and per share data)

 
   Coors
Year ended
December 28, 2003
U.S. GAAP
   Molson
Year ended
December 31, 2003
U.S. GAAP
   Pro Forma
Adjustments
   Molson Coors
Pro Forma
  
 
    
   (Note 3)

   (Note 7)

    
  
Sales   $ 5,387.2   $ 2,437.0   $ 5.5   E      
                  (4.6 )J $ 7,825.1  
Excise taxes     (1,387.1 )   (666.7 )   (16.9 )E   (2,070.7 )
   
 
 
 
 
  Net sales     4,000.1     1,770.3     (16.0 )   5,754.4  
Cost of goods sold     (2,586.8 )   (1,043.0 )   2.1
(14.2
89.7		   D
)G
  E		   (3,552.2 )
   
 
 
 
 
  Gross profit     1,413.3     727.3     61.6     2,202.2  

Marketing, general and administrative expenses
 
 
(1,105.9
)
 
(343.4
)
 
1.1
  D
 
 
 
                  3.6
(62.7
(83.7		   K
)G
)E		   (1,591.0 )
Special charges     —     (25.9 )   —     (25.9 )
   
 
 
 
 
  Operating income     307.4     358.0     (80.1 )   585.3  
Interest expense, net     (62.0 )   (67.0 )   4.2
(20.7		   H
)M		   (145.5 )
Other income, net     8.4     (1.7 )   5.4   E   12.1  
   
 
 
 
 
Income before income taxes     253.8     289.3     (91.2 )   451.9  
Income tax expense     (79.1 )   (113.0 )   16.4   F   (175.7 )
   
 
 
 
 
  Income before minority interests     174.7     176.3     (74.8 )   276.2  
Minority interests     —     7.4     —     7.4  
   
 
 
 
 
 
Net income available to common shareholders
 
$
174.7
 
$
183.7
 
$
(74.8
)
$
283.6
 
   
 
 
 
 
Income per share (Note 8)                          
Net income per share—basic   $ 4.81               $ 3.45  
   
             
 
Net income per share—diluted   $ 4.77               $ 3.40  
   
             
 
Weighted average number of shares                          
—Basic     36.3                 82.3  
   
             
 
—Diluted     36.6                 83.5  
   
             
 

See accompanying notes to unaudited pro forma condensed combined financial statements.

A-7

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
at September 26, 2004
(in millions)
(U.S. $)

 
   Coors at
September 26, 2004
U.S. GAAP
   Molson at
September 30, 2004
U.S. GAAP
   Pro Forma
Adjustments
   Molson Coors
Pro Forma
 
    
   (Note 4)

   (Note 7)

    
ASSETS                        
Current assets                        
  Cash and cash equivalents   $ 92.5   $ 40.6   $ —   $ 133.1
  Receivables, net     692.4     136.1     —     828.5
  Inventories     235.4     134.5     20.9   A   390.8
  Other current assets     101.5     37.9     —     139.4
   
 
 
 
Total current assets     1,121.8     349.1     20.9     1,491.8

Properties, net
 
 
1,396.8
 
 
941.8
 
 
38.1
  A
 
2,376.7
Goodwill     810.5     511.2     881.2   A, L   2,202.9
Other intangible assets, net     563.5     1,167.2     2,565.5   A   4,296.2
Investments in joint ventures     136.0     21.0     (9.0
12.2
(61.8)		 )E
  A
L		   98.4
Other non-current assets     448.0     91.1     765.0   F   1,304.1
   
 
 
 
TOTAL ASSETS   $ 4,476.6   $ 3,081.4   $ 4,212.1   $ 11,770.1

LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
 
 
 
 
 
 
 
 
 
Current liabilities                        
  Accounts payable   $ 258.9   $ 92.3   $ —   $ 351.2
  Other current liabilities     721.9     461.6     34.1   C   1,217.6
  Short-term debt     143.7     322.8     —     466.5
   
 
 
 
Total current liabilities     1,124.5     876.7     34.1     2,035.3

Long-term debt
 
 
920.3
 
 
622.9
 
 
35.8
532.0
  A
  M
 
2,111.0
Post retirement benefits     477.8     180.1     139.8   A   797.7
Other long-term liabilities     409.1     517.7     810.0
1.0		   F
  I		   1,737.8
   
 
 
 
Total liabilities     2,931.7     2,197.4     1,552.7     6,681.8

Minority interests
 
 
32.2
 
 
84.0
 
 
(9.0
)E
 
107.2

Shareholders' equity
 
 
 
 
 
 
 
 
 
 
 
 
  Common stock, par     0.4     584.5     (584.0 )B   0.9
  Other shareholders' equity     1,512.3     215.5     3,252.4   B   4,980.2
   
 
 
 
Total shareholders' equity     1,512.7     800.0     2,668.4     4,981.1
   
 
 
 

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
 
$
4,476.6
 
$
3,081.4
 
$
4,212.1
 
$
11,770.1
   
 
 
 

See accompanying notes to unaudited pro forma condensed combined financial statements.

A-8


Notes to Unaudited Pro Forma Condensed Combined Financial Statements

1.    Basis of Presentation and New Accounting Pronouncement

        These unaudited pro forma condensed combined financial statements have been prepared based upon historical financial information of Molson and Coors giving effect to the merger transaction and other related adjustments described in these footnotes. Certain footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as permitted by SEC rules and regulations. These unaudited pro forma condensed combined financial statements are not necessarily indicative of the results of operations that would have been achieved had the merger transaction actually taken place at the dates indicated and do not purport to be indicative of future financial position or operating results. The unaudited pro forma condensed combined financial statements should be read in conjunction with the historical financial statements included in the original joint proxy statement/management information circular.

        The merger transaction will be accounted for using the purchase method of accounting, in accordance with U.S. GAAP, with Coors treated as the "acquiror" and Molson as the acquired company.

        Molson's most recent fiscal year ended on March 31, 2004 and Coors' most recent fiscal year ended on December 28, 2003. Because these fiscal year ends differ by more than 93 days, SEC rules require that the reporting periods be more closely aligned for the purposes of pro forma financial information. For these purposes, the consolidated results of Molson have been more closely aligned with Coors, as follows. The consolidated results of Molson for the nine months ended September 30, 2004 have been prepared by adding the consolidated results of Molson for the fourth quarter of the fiscal year ended March 31, 2004 to the consolidated results of Molson for the first and second quarters of the fiscal year ending March 31, 2005. Similarly, the consolidated results of Molson for the year ended December 31, 2003 have been prepared by adding the consolidated results of Molson for the fourth quarter of the fiscal year ended March 31, 2003 to the consolidated results of Molson for the year ended March 31, 2004 and subtracting the consolidated results of Molson for the fourth quarter of that year.

        The unaudited pro forma condensed combined balance sheet was prepared by combining the historical consolidated balance sheet as of September 30, 2004 and September 26, 2004 of Molson and Coors, respectively, assuming the merger transaction had occurred on September 26, 2004. The pro forma condensed combined income statement for the thirty-nine weeks ended September 26, 2004, and the year ended December 28, 2003, have been prepared by combining the Coors consolidated income statements for the thirty-nine weeks ended September 26, 2004, and the year ended December 28, 2003, with Molson's corresponding financial information for the nine months ended September 30, 2004, and year ended December 31, 2003, respectively, assuming the merger transaction had occurred on December 30, 2002, the first day of Coors' fiscal year ended December 28, 2003.

        The unaudited pro forma condensed combined income statements do not reflect significant operational and administrative cost savings ("synergies") that management of the combined company estimates may be achieved as a result of the merger transaction, or non-recurring one-time costs that may be incurred as a direct result of the merger transaction. The unaudited pro forma condensed combined balance sheet includes approximately $34.1 million of non-recurring, direct merger transaction costs that have been accrued. These costs include $28.4 million of direct costs that will be capitalized in conjunction with the merger transaction and a $5.7 million liability that will be assumed as a result of Molson's severance payments. As a result of change of control provisions in the employment contracts of certain Coors officers and employees (described in the original joint proxy statement/management information circular), the combined company may incur additional costs that

A-9


will be expensed in periods subsequent to the merger transaction. These provisions include both voluntary and involuntary components, which are currently determined to approximate $17.1 million. Merger costs incurred to September 30, 2004, of approximately Cdn.$16 million, have been expensed by Molson.

        Coors' senior credit facility contains change of control provisions. The pro forma financial statements have been prepared under the assumption that the creditors will not exercise their rights to benefits under the change in control provisions.

New Accounting Pronouncement

        EITF No. 04-1 ("Accounting for Pre-existing Relationships between the Parties to a Business Combination") is effective for business combinations completed after 10/14/04, the date it was ratified by the FASB. The guidance requires that preexisting contractual relationships that are effectively settled through a business combination be accounted for as if they were settled separately from the combination.

        As it relates to the planned merger, the intangible assets related to preexisting relationships must be identified, valued, and evaluated for "fair value." Arrangements that are not deemed to be at fair value will generally cause income or expense to be recognized by Coors on the merger date.

        The business ventures involving Coors Light in Canada and Molson products in the United States are both conducted under preexisting contractual relationships between the companies. The value of the Coors Light business in Canada has been identified as an indefinite lived distribution asset with a preliminary value of $478 million. The Molson business in the United States has been identified as an indefinite life contract brewing intangible asset with a value of $103 million and a separate indefinite life distribution intangible asset with a value of $49 million. Molson and Coors share the operating results from these businesses, but Molson manufactures the beer for both of the ventures, and the parties conduct sales and administrative services for the ventures that take place in their respective countries.

        The Companies have not been able to conclude whether certain pre-existing relationships are at fair value due to their unique and complex nature. In addition, all of the information needed to complete the evaluation is not available due to confidentiality concerns. Accordingly, this analysis will be completed subsequent to the closing of the merger, and it could have a significant impact on the final purchase price allocation and result in a noncash impact on Molson Coors' income in the first period including the merger date.

2.    Pro Forma Transaction

        On July 21, 2004, Molson and Coors entered into a combination agreement, whereby all of Molson's shares will, through a series of exchanges, be exchanged for shares of Molson Coors common stock and/or exchangeable shares of Molson Coors Exchangeco, a subsidiary of Molson Coors. On November 4, 2004, Molson and Coors announced their intention to amend the combination agreement. On January 13, 2005, the combination agreement was further amended. As described in Note 7B, the exchange will occur according to exchange ratios as follows:

A-10

        For accounting purposes, the purchase price of Molson is based upon the estimated fair value of Molson Coors common stock exchanged (plus the equivalent value of exchangeable shares) plus estimated costs directly related to the merger transaction to be incurred of approximately $28.4 million (comprised of Coors' financial advisory, legal and accounting fees and excluding all of Molson's merger-related expenses). The estimated fair value of Molson Coors common stock of $75.25 per share used in the calculation of the purchase price is based upon the average of the closing price for the Coors common stock on the New York Stock Exchange for the five trading days beginning on January 11, 2005 and ending on January 18, 2005. Molson Coors Exchangeco Class C preferred shares will be issued to a third party service provider upon closing of the merger transaction, and are reflected at redemption value, which approximates fair value. The estimated fair value of Molson Coors replacement options exchanged in the merger is calculated using the Black Scholes model, using the following assumptions:

Volatility   18.83%
Dividend Yield   1.28%
Risk-free Interest Rate   2.65%
Expected Term   0.5 years

A-11

        The following table summarizes the components of the total purchase price (in millions and as of September 26, 2004):

 
   Molson Coors
Shares Issued in the
Merger
   Value
Shares of common stock(1)   46.0   $ 3,462.0
Shares of preferred stock   —     1.0
Stock options at a weighted average fair value per share of $3.05   2.1     6.4
Estimated direct acquisition costs to be incurred
by Coors		         28.4
       
Estimated total purchase price, excluding
assumed debt		       $ 3,497.8
       
(1)
Includes both Molson Coors common stock and exchangeable shares.

        The purchase consideration was allocated to assets and liabilities based on the preliminary estimate of fair value of Molson's tangible and identifiable intangible assets acquired and liabilities assumed. A preliminary allocation of the purchase price has been made to major categories of assets and liabilities in the accompanying unaudited pro forma condensed combined financial statements based on management's best estimates which are predominately derived using discounted cash flow methods. Management continues to review the existence, characteristics and useful lives of Molson's tangible and intangible assets, which could result in significantly different depreciation and amortization expense and could affect the allocation between goodwill and other tangible and intangible assets. Furthermore, obligations for pension and other post-retirement benefits have been determined based upon preliminary actuarial valuations. The excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired and liabilities assumed has been allocated to goodwill.

        The preliminary allocation of the purchase consideration, which is subject to change based on a final valuation of the assets acquired and liabilities assumed as of the closing date, will be finalized

A-12


following the completion of the merger transaction. The final valuation may be significantly different from the preliminary allocation presented below:

 
   (in U.S.$ millions)
  
Net assets acquired/liabilities assumed (exclusive of inventory, properties, intangible assets, goodwill, investments, pension and other post-retirement liabilities)   $ (2,405.1 )
Properties     979.9  
Inventories     155.4  
Brand assets and distribution agreements with finite lives     488.3  
Brand assets and distribution agreements with indefinite lives     3,244.4  
Pension and other post-retirement liabilities     (319.9 )
Investments in non-consolidated entities     24.2  
Goodwill     1,330.6  
   
 
Estimated total purchase price   $ 3,497.8  
   
 

3.    Income statement information relating to Molson

 
   Molson Inc.
Nine Months Ended September 30, 2004(b)
(In millions)
  
 
   Canadian
GAAP
   Presentation
Adjustments
   U.S. GAAP
Adjustments
   U.S. GAAP
   U.S. GAAP
  
 
   (Cdn.$)

   (Cdn.$)(c)

   (Cdn.$)
(Note 5)

   (Cdn.$)

   (U.S.$)(a)

  
Sales   2,561.5   —   13.5   2,575.0   1,938.9  
Excise taxes   (687.3 ) —   (3.8 ) (691.1 ) (520.4 )
   
 
 
 
 
 
  Net sales   1,874.2   —   9.7   1,883.9   1,418.5  

Cost of goods sold
 
—
 
(1,084.2
)
83.0
 
(1,001.2
)
(753.9
)
   
 
 
 
 
 
  Gross profit   1,874.2   (1,084.2 ) 92.7   882.7   664.6  

Marketing, general and administrative expenses
 
(1,488.4
)
1,034.2
 
(48.7
)
(502.9
)
(378.7
)
Special charges(d)   (229.4 ) —   —   (229.4 ) (172.7 )
Depreciation and amortization   (50.0 ) 50.0   —   —   —  
   
 
 
 
 
 
  Operating income   106.4   —   44.0   150.4   113.2  

Interest expense, net
 
(64.4
)
—
 
(3.5
)
(67.9
)
(51.1
)
Other income (expense)   —   —   2.4   2.4   1.8  
   
 
 
 
 
 
  Income before income taxes   42.0   —   42.9   84.9   63.9  
Income tax expense   (113.1 ) —   0.9   (112.2 ) (84.5 )
   
 
 
 
 
 
  Income before minority interest   (71.1 ) —   43.8   (27.3 ) (20.6 )
Minority interest   63.7   —   (40.6 ) 23.1   17.4  
   
 
 
 
 
 
  Net income   (7.4 ) —   3.2   (4.2 ) (3.2 )
   
 
 
 
 
 
(a)
The results of Molson have been translated into U.S. dollars at the average daily closing exchange rate of Cdn.$1.33 to U.S.$1.00 for the nine months ended September 30, 2004.

A-13

(b)
The consolidated results of Molson for the nine months ended September 30, 2004 have been prepared by adding the consolidated results of Molson for the fourth quarter of the fiscal year ended March 31, 2004 to the consolidated results of Molson for the first and second quarters of the fiscal year ending March 31, 2005.

(c)
The adjustments reclassify Molson's financial information to conform to Coors' presentation.

(d)
Special charges include Cdn.$210.0 (U.S.$158.0) or Cdn.$168.0 (U.S.$126.3) after minority interest, relating to the impairment charge of the Brazilian operations, Cdn.$16.0 (U.S.$12.1) relating to merger costs and a Cdn.$3.4 (U.S. $2.6) charge for rationalization costs.

 
   Molson Inc.
Year Ended December 31, 2003(b)
(In millions)
  
 
   Canadian GAAP
   Presentation
Adjustments
   U.S. GAAP
Adjustments
   U.S. GAAP
   U.S. GAAP
  
 
   (Cdn.$)

   (Cdn.$)(c)

   (Cdn.$)
(Note 5)

   (Cdn.$)

   (U.S.$)(a)

  
Sales   3,447.5   —   (37.4 ) 3,410.1   2,437.0  
Excise taxes   (945.3 ) —   12.4   (932.9 ) (666.7 )
   
 
 
 
 
 
  Net sales   2,502.2   —   (25.0 ) 2,477.2   1,770.3  
Cost of goods sold   —   (1,470.7 ) 11.2   (1,459.5 ) (1,043.0 )
   
 
 
 
 
 
  Gross profit   2,502.2   (1,470.7 ) (13.8 ) 1,017.7   727.3  
Marketing, general and administrative expenses   (1,896.7 ) 1,408.4   7.8   (480.5 ) (343.4 )
Depreciation and amortization   (62.3 ) 62.3   —   —   —  
Special charges(d)   (36.3 ) —   —   (36.3 ) (25.9 )
   
 
 
 
 
 
  Operating income   506.9   —   (6.0 ) 500.9   358.0  
Interest expense, net   (95.8 ) —   2.1   (93.7 ) (67.0 )
Other income (expense)   —   —   (2.4 ) (2.4 ) (1.7 )
   
 
 
 
 
 
  Income before income taxes   411.1   —   (6.3 ) 404.8   289.3  
Income tax expense   (168.3 ) —   10.2   (158.1 ) (113.0 )
   
 
 
 
 
 
  Income before minority interest   242.8   —   3.9   246.7   176.3  
Minority interest   11.6   —   (1.2 ) 10.4   7.4  
   
 
 
 
 
 
  Net income   254.4   —   2.7   257.1   183.7  
   
 
 
 
 
 
(a)
The results of Molson have been translated into U.S. dollars at the average daily closing exchange rate of Cdn.$1.40 to U.S.$1.00 for the year ended December 31, 2003.

(b)
The consolidated results of Molson for the year ended December 31, 2003 have been prepared by adding the consolidated results of Molson for the fourth quarter of the fiscal year ended March 31, 2003 to the consolidated results of Molson for the year ended March 31, 2004 and subtracting the results for the fourth quarter of that year.

(c)
The adjustments reclassify Molson's financial information to conform to Coors' presentation.

(d)
Special charges relate to provisions for rationalization consisting primarily of brewery closure costs and asset writedowns.

A-14

4.    Balance sheet information relating to Molson

 
   Molson Inc.
at September 30, 2004
(In millions)
 
   Canadian GAAP
   Presentation
Adjustments
   U.S. GAAP
Adjustments
   U.S. GAAP
   U.S. GAAP
 
   (Cdn.$)

   (Cdn.$)(b)

   (Cdn.$) (Note 5)

   (Cdn.$)

   (U.S.$)(a)
ASSETS                    
Current assets                    
  Cash and cash equivalents   18.7   —   32.5   51.2   40.6
  Receivables, net   144.7   —   27.0   171.7   136.1
  Inventories   177.8   —   (8.2 ) 169.6   134.5
  Other current assets   33.0   —   14.8   47.8   37.9
   
 
 
 
 
Total current assets   374.2   —   66.1   440.3   349.1

Properties, net
 
991.2
 
—
 
196.7
 
1,187.9
 
941.8
Goodwill   644.8   —   —   644.8   511.2
Other intangible assets, net   1,472.2   —   —   1,472.2   1,167.2
Investments in joint ventures   —   26.5   —   26.5   21.0
Other non-current assets   131.8   (26.5 ) 9.6   114.9   91.1
   
 
 
 
 
TOTAL ASSETS   3,614.2   —   272.4   3,886.6   3,081.4
   
 
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY                    
Current liabilities                    
  Accounts payable   444.1   (344.0 ) 16.4   116.5   92.3
  Other current liabilities   234.4   344.0   3.9   582.3   461.6
  Short-term debt   407.2   —   —   407.2   322.8
   
 
 
 
 
Total current liabilities   1,085.7   —   20.3   1,106.0   876.7

Long-term debt
 
585.7
 
—
 
200.0
 
785.7
 
622.9
Post retirement benefits   —   7.7   219.4   227.1   180.1
Other long-term liabilities   739.5   (7.7 ) (78.8 ) 653.0   517.7
   
 
 
 
 
Total liabilities   2,410.9   —   360.9   2,771.8   2,197.4
   
 
 
 
 
Minority interest   78.9   —   27.0   105.9   84.0

Shareholders' equity
 
 
 
 
 
 
 
 
 
 
  Capital stock   737.2   —   —   737.2   584.5
  Other shareholders' equity   387.2   —   (115.5 ) 271.7   215.5
   
 
 
 
 
Total shareholders' equity   1,124.4   —   (115.5 ) 1,008.9   800.0
   
 
 
 
 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   3,614.2   —   272.4   3,886.6   3,081.4
   
 
 
 
 
(a)
The balance sheet of Molson has been translated into U.S. dollars at the closing exchange rate of Cdn.$1.26 to U.S.$1.00 on September 30, 2004.

(b)
The adjustments reclassify Molson's financial information to conform with Coors' presentation.

A-15

5.    Molson—U.S. GAAP Adjustments by Caption Heading

        The U.S. GAAP adjustments made to the Molson income statements and balance sheet, which are described in Note 6, are summarized, by caption, as follows:

Income Statement
   Note 6
   Nine Months Ended
September 30, 2004
Credit/(Debit)
  
 
    
   (In millions Cdn.$)

  
Sales          
  Molson USA   g   13.5  
       
 
Excise taxes          
  Molson USA   g   (3.8 )
       
 
Cost of goods sold          
  Depreciation of capitalized interest   c   (0.1 )
  Coors Canada   f   79.9  
  Molson USA   g   (2.8 )
  Brewers Retail Inc.   h   5.6  
  Post retirement benefits   i   0.4  
       
 
        83.0  
       
 
Marketing, general and administrative expenses          
  Stock options   a   4.6  
  Stock appreciation rights   b   (1.8 )
  Research tax credits   e   (2.4 )
  Coors Canada   f   (36.5 )
  Molson USA   g   (8.9 )
  Deferred costs   k   (3.8 )
  Post retirement benefits   i   0.1  
       
 
        (48.7 )
       
 
Interest expense, net          
  Capitalized interest   c   2.1  
  Brewers Retail Inc.   h   (5.6 )
       
 
        (3.5 )
       
 
Other income (expense)          
  Molson USA   g   (0.2 )
  Derivative instruments   j   2.6  
       
 
        2.4  
       
 
Income tax expense          
  Tax effect of U.S. GAAP adjustments   l   (1.5 )
  Research tax credits   e   2.4  
       
 
        0.9  
       
 

A-16

Minority interest          
  Coors Canada   f   (43.4 )
  Molson USA   g   2.2  
  Derivative instruments   j   (0.2 )
  Deferred costs   k   0.8  
       
 
        (40.6 )
       
 
 
    
   Year Ended
December 31, 2003
Credit/(Debit)
  
 
    
   (In millions Cdn.$)

  
Sales          
  Molson USA   g   (37.4 )
       
 
Excise taxes          
  Molson USA   g   12.4  
       
 
Cost of goods sold          
  Depreciation of capitalized interest   c   (0.1 )
  Molson USA   g   11.5  
  Post retirement benefits   i   (0.2 )
       
 
        11.2  
       
 
Marketing, general and administrative expenses          
  Stock options   a   4.8  
  Stock appreciation rights   b   (4.9 )
  Research tax credits   e   (9.2 )
  Molson USA   g   17.2  
  Post retirement benefits   i   (0.1 )
       
 
        7.8  
       
 
Interest expense, net          
  Capitalized interest   c   2.1  
       
 
Other income / (expense)          
  Molson USA   g   (3.7 )
  Derivative instruments   j   1.3  
       
 
        (2.4 )
       
 
Income tax expense          
  Research tax credits   e   9.2  
  Tax effect of U.S. GAAP adjustments   l   1.0  
       
 
        10.2  
       
 

A-17


 
 
Note 6
 
Year Ended
December 31, 2003
Credit/(Debit)
 
 
    
   (In millions Cdn.$)

  
Minority interest          
  Derivative instruments   j   (1.2 )
       
 
Balance Sheet
    
   at September 30, 2004
Increase/(Decrease)
  
 
    
   (In millions Cdn.$)

  
Cash          
  Brewers Retail Inc.   h   27.5  
  Molson USA   g   (0.4 )
  Coors Canada   f   5.4  
       
 
        32.5  
       
 
Receivables, net          
  Brewers Retail Inc.   h   26.4  
  Molson USA   g   0.6  
       
 
        27.0  
       
 
Inventories          
  Maintenance and other supplies reclass   d   (10.0 )
  Molson USA   g   1.8  
       
 
        (8.2 )
       
 
Other current assets          
  Maintenance and other supplies reclass   d   10.0  
  Coors Canada   f   1.6  
  Molson USA   g   0.2  
  Derivative instruments   j   3.0  
       
 
        14.8  
       
 
Properties, net          
  Capitalized interest   c   8.3  
  Brewers Retail Inc.   h   221.2  
  Coors Canada   f   0.3  
  Molson USA   g   0.2  
  Deferred costs   k   (3.8 )
  Deferred gain   m   (29.5 )
       
 
        196.7  
       
 
Other non-current assets          
  Brewers Retail Inc.   h   1.7  
  Derivative instruments   j   7.9  
       
 
        9.6  
       
 
           

A-18

Accounts payable          
  Coors Canada   f   (5.7 )
  Brewers Retail Inc.   h   18.0  
  Molson USA   g   4.1  
       
 
        16.4  
       
 
Other current liabilities          
  Derivative instruments   j   4.1  
  Tax effect of U.S. GAAP adjustments   1   (0.2 )
       
 
        3.9  
       
 
Long term debt          
  Brewers Retail Inc.   h   200.0  
       
 
Post retirement benefits          
  Brewers Retail Inc.   h   41.7  
  Additional minimum pension liability and post retirement benefit expense   i   177.7  
       
 
        219.4  
       
 
Other long term liabilities          
  Derivative instruments   j   5.9  
  Tax effect of U.S. GAAP adjustments   l   (55.2 )
  Deferred gain   m   (29.5 )
       
 
        (78.8 )
       
 
Minority Interest          
  Coors Canada   f   13.0  
  Brewers Retail Inc.   h   17.1  
  Molson USA   g   (1.7 )
  Derivative instruments   j   (0.6 )
  Deferred costs   k   (0.8 )
       
 
        27.0  
       
 
Shareholders' equity          
  Capitalized interest   c   8.3  
  Tax effect of U.S. GAAP adjustments   l   55.4  
  Deferred costs   k   (3.0 )
  Additional minimum pension liability and post retirement benefit expense   i   (177.7 )
  Derivative instruments   j   1.5  
       
 
        (115.5 )
       
 

A-19

6.    Descriptions for Molson U.S. GAAP Adjustments

        For details of the adjustments and the balances affected, refer to Note 5.

        Under Canadian GAAP, Molson accounts for stock options using the fair value method whereby it records as compensation expense the fair value of all stock options granted. Under U.S. GAAP, Molson follows Accounting Principles Board ("APB") Statement No. 25, which does not require the recognition of compensation expense when the option price at the date of grant is equal to the market price of Molson's shares. This adjustment reverses Molson's compensation expense related to stock options.

        U.S. GAAP requires that the change in fair value of stock appreciation rights attached to stock options outstanding be expensed over the vesting period. There were no stock appreciation rights attached to options granted subsequent to April 1, 2002. On June 30, 2002, Molson cancelled the stock appreciation rights attached to the stock options outstanding at this date, resulting in a new measurement date under U.S. GAAP, with the remaining value of the stock appreciation rights at that date to be expensed over the remaining vesting period of the underlying options. This adjustment records the additional compensation expense related to the stock appreciation rights.

        Molson does not capitalize interest as part of the historical cost of constructing fixed assets. This is a requirement under U.S. GAAP. The capitalized interest adjustment capitalizes interest on qualifying project costs and records the incremental depreciation expense related to the capitalized interest.

        Molson records capitalized maintenance and other supplies as part of inventory. Under U.S. GAAP, maintenance and other supplies are stated separately from inventory as other assets. This adjustment reclassifies maintenance and other supplies from inventory to other current assets.

        Molson records its research tax credits as an offset to the expenses which gave rise to the credit. Under U.S. GAAP, research tax credits must be recorded as an offset to tax expense. This adjustment reclassifies the research tax credits into the tax expense line item.

        Coors Canada is a partnership owned 50.1% by Coors and 49.9% by Molson. Molson records its investment in Coors Canada using a proportional consolidation method. Under U.S. GAAP, Molson would have been required to adopt FASB Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46"), beginning the three-month period ended June 30, 2004 and would have fully consolidated Coors Canada under this guidance as Molson would be considered the primary beneficiary. This adjustment consolidates Coors Canada's income statement for the six months ending September 30, 2004 and fully consolidates the balance sheet as of September 30, 2004. No U.S. GAAP adjustment to sales is required as Coors Canada receives an amount from Molson generally equal to net sales revenue generated from the sales of Coors brands by Molson, less production, distribution, sales and overhead costs related to these sales. Gross revenues generated from those sales are recorded by, and reflected in the historical income statements of Molson.

A-20



        Molson USA is a joint venture owned 50.1% by Molson and 49.9% by Coors. Molson records its investment in Molson USA using a proportional consolidation method. Under U.S. GAAP, Molson would have been required to adopt FIN 46 beginning the three-month period ended June 30, 2004 and would have fully consolidated Molson USA under this guidance as Molson would be considered the primary beneficiary. This adjustment reverses Molson's proportional consolidation in the income statement for the year ended December 31, 2003 and the three months ended March 31, 2004, and records the results using the equity method. For the six months ended September 30, 2004, this adjustment fully consolidates Molson USA's income statement and balance sheet as of September 30, 2004.

        Molson records its investment in Brewers Retail Inc. (Brewers Retail) as an equity investment. Under U.S. GAAP, Molson would have been required to adopt FIN 46 beginning the 13 week period ended June 30, 2004, and would have fully consolidated Brewers Retail under this guidance, as Molson would be considered the primary beneficiary. As of and for the six months ended September 30, 2004, this adjustment fully consolidates Brewers Retail's income statement and balance sheet as of September 30, 2004.

        While U.S. GAAP and Canadian GAAP for post retirement benefits are essentially the same, the implementation dates of this guidance differed. As a result, differences arise related to the amortization of past service costs and net actuarial gains and losses. In addition, there is no requirement to record a minimum pension liability and no concept of other comprehensive income under Canadian GAAP. These adjustments record Molson's post retirement obligations in accordance with U.S. GAAP.

        Under U.S. GAAP, Molson must follow Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS No. 149. Under this guidance, all derivative instruments, whether designated in hedging relationships or not, must be recorded on the balance sheet at fair value. Unrealized gains and losses on derivative instruments qualifying for hedge accounting are included in Other Comprehensive Income. The change in fair value of derivative contracts not qualifying for hedge accounting is reported in net income. This adjustment records the fair value of the derivatives on the balance sheet and recognizes the related gains and losses as a charge to earnings.

        Under Canadian GAAP, certain expenses can be deferred and amortized if they meet certain criteria. Under U.S. GAAP, these costs are expensed as incurred.

        The tax effect of all taxable U.S. GAAP adjustments was calculated using the Canadian tax rate of 33%. U.S. GAAP adjustments related to Brazil were tax effected at a 0% rate due to significant tax loss carryforwards. U.S. GAAP adjustments to Molson's historical income statement that are permanent in nature (e.g., reversing stock option expense) are not tax effected.

A-21


        Molson has a deferred gain that arose from the non-cash consideration it received on the exchange of brewing assets at the time of the formation of the Molson Canada partnership. U.S. GAAP requires the deferred gain to be presented as a reduction to the value of related property, plant and equipment. This adjustment reclassifies deferred gain from other liabilities to fixed assets.

7.    Pro Forma Adjustments

        The unaudited pro forma condensed combined financial statements give effect to the merger transaction described in Note 2, as if it had occurred on September 26, 2004, for purposes of the unaudited pro forma condensed combined balance sheet and December 30, 2002, the first day of Coors' fiscal year ended December 28, 2003, for purposes of the unaudited pro forma condensed combined income statements. The unaudited pro forma condensed combined income statements do not include any non-recurring charges that will arise as a result of the transaction described in Note 2. Adjustments to the unaudited pro forma condensed combined financial statements are as follows (in U.S.$ millions):

Inventory at fair value less costs to sell   $ 20.9
Properties at fair value     38.1
Intangible assets at fair value related to the acquisition     2,565.5
Pension and other retirement liabilities at fair value     139.8
Investments in joint ventures at fair value     12.2
Debt at fair value     35.8
Recognize goodwill related to the acquisition, net of historical goodwill reversed     819.4

        The non-cash inventory purchase accounting adjustment of $20.9 million will impact cost of goods sold during the approximate one-month period after the closing of the acquisition, during which time the inventory on hand on the date of the merger is sold.

A-22


 
   Common Stock, par
   Paid-in-
Capital
   Restricted Stock
   Other Comprehensive Income
   Retained Earnings
   Total Shareholders' Equity
  
 
   (in millions and U.S.$)

  
Coors balances at September 26, 2004   $ 0.4   $ 91.1   $ (0.3 ) $ 71.5   $ 1,350.0   $ 1,512.7  
Molson balances at September 30, 2004     584.5     9.8     —     (368.7 )   574.4     800.0  
Special dividend(4)     —     —     —     —     (532.0 )   (532.0 )
Eliminate Molson historical equity balances     (584.5 )   (9.8 )   —     368.7     (42.4 )   (268.0 )
Molson Class A and B shares exchanged(1)(2)     0.5     3,461.5     —     —     —     3,462.0  
Coors Restricted Stock Vests(3)     —     —     0.3     —     (0.3 )   —  
Issue Molson Coors stock options     —     6.4     —     —     —     6.4  
   
 
 
 
 
 
 
Molson Coors balances at September 26, 2004   $ 0.9   $ 3,559.0   $ —   $ 71.5   $ 1,349.7   $ 4,981.1  
   
 
 
 
 
 
 

A-23

 
   (Expense) Benefit
U.S. $ Millions
  
 
   Thirty-nine
weeks ended
September 26, 2004
   Year ended
December 28, 2003
  
Proforma adjustment at 39% tax rate   $ 35.0   $ 35.5  
Items not tax effected     (11.1 )   0.5  
U.S. Tax on Molson's earnings     (16.4 )   (19.6 )
   
 
 
Pro forma tax adjustment   $ 7.5   $ 16.4  
   
 
 

A-24

 
   Thirty-nine weeks
ended September 26, 2004
   Year ended
December 28, 2003
Cost of goods sold—depreciation   $ 4.2   $ 14.2
Marketing, general and administrative expenses            
  Depreciation     0.7     2.5
  Amortization     46.6     60.2
   
 
Total additional amortization and depreciation of finite lived intangible assets and properties   $ 51.5   $ 76.9
   
 

A-25

Intangible Assets—Finite Lived      
  Brand Assets   $ 145.3
  Distribution Arrangements     343.0
   
      488.3
   

Intangible Assets—Indefinite Lived
 
 
 
  Brand Assets     2,740.5
  Distribution Arrangements     503.9
   
      3,244.4

Total Intangible Assets
 
$
3,732.7
   

        For every $10 million of goodwill or indefinite lived intangibles that could be reclassified to amortizable assets, as a result of the final valuations and completion of the purchase price allocations, the annual effect on amortization would be approximately $1.3 million based on a weighted average amortization period of 7.8 years.

 
   (in millions)
  
Reversal of Molson's historical goodwill   $ (511.2 )

Reclassification of Coors' historical goodwill related to its Molson USA investment
 
 
61.8
 

Residual goodwill recognized in purchase accounting
 
 
1,330.6
 
   
 
    $ 881.2  
   
 

A-26

8.    Unaudited Pro Forma Income Per Share

        The following table sets forth the computation of unaudited pro forma basic and diluted income per share (in millions, except per share information):

 
   Thirty-nine Weeks Ended
September 26, 2004
   Year Ended
December 28, 2003
 
   Shares
   Income per
Share
   Shares
   Income per
Share
Historical Coors basic weighted average shares   37.1         36.3      
Incremental shares issued in the merger   46.0         46.0      
   
       
     
Pro forma combined basic weighted average shares   83.1   $ 1.04   82.3   $ 3.45
   
 
 
 
Historical Coors diluted weighted average shares   37.8         36.6      
Other pro forma dilutive securities (stock options)   1.6         0.9      
Incremental shares issued in the merger   46.0         46.0      
   
       
     
Pro forma combined diluted weighted average shares   85.4   $ 1.01   83.5   $ 3.40
   
 
 
 

A-27

        Other potentially dilutive securities totaling 1.8 million and 4.9 million in the nine months ended September 26, 2004 and the year ended December 28, 2003 were excluded from the per share calculations above, because of their anti-dilutive effect. The additional securities consist of stock options.

9. Subsequent Events

        As part of Molson's continuing strategic review of the Brazilian operations, on October 28, 2004, the Board of Directors of Molson approved the closure of the Queimados plant. Molson will record a charge of approximately Cdn.$50 million (U.S.$40 million) against earnings in the coming quarters, relating to the closure of the Queimados brewery and organization right-sizing including sales centers.

        The earnings charge relating to the plant closure, which is estimated at Cdn.$35 million (U.S.$28 million), will consist mainly of a fixed asset write down. These restructuring costs have not been accrued in the pro forma financial statements.

A-28


ANNEX B

AMENDMENT NO. 2 TO COMBINATION AGREEMENT

        This AMENDMENT NO. 2 TO COMBINATION AGREEMENT (this "Amendment") is made and entered into as of January 13, 2005, between Adolph Coors Company, a Delaware corporation ("Coors"), Molson Coors Canada Inc., a Canadian corporation and an indirect Subsidiary of Coors formerly known as Coors Canada Inc. ("Exchangeco"), and Molson Inc., a corporation organized and existing under the laws of Canada ("Molson"). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Combination Agreement (as defined below).


RECITALS:

        WHEREAS, the parties hereto are parties to a Combination Agreement, dated as of July 21, 2004, as amended by Amendment No. 1 thereto dated November 11, 2004 (the "Combination Agreement");

        WHEREAS, the parties hereto agree to increase to Cdn.$5.44 per share the amount of the Molson Dividend to be paid by Molson pursuant to the Arrangement, as modified by the parties hereto through the date hereof, to the holders of Molson Common Shares who are of record at the close of business on the last trading day immediately prior to the Effective Time;

        WHEREAS, Pentland and its Subsidiaries have agreed to waive any participation in the Molson Dividend;

        WHEREAS, the board of directors of Molson has determined that this Amendment is in the best interests of Molson;

        WHEREAS, the board of directors of Coors has determined that this Amendment is advisable to and in the best interests of each class of its stockholders;

        WHEREAS, the parties to the Coors Voting Agreement have concurrently herewith confirmed and agreed to the terms of this Amendment; and

        WHEREAS, the parties to the Molson Voting Agreement have concurrently herewith confirmed and agreed to the terms of this Amendment.

        NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

        Section 1.     Amendments to the Combination Agreement.    

        "(d) Subject to the terms of this Agreement, Molson and Coors shall each use their respective reasonable best efforts to cause the Coors Meeting and Molson Meeting (as each may be postponed or adjourned) to be held on the same date, or not more than two business days apart from each other, or on such other dates as are reasonably acceptable to each of Coors and Molson. Subject to the terms of this Agreement, Molson shall use its reasonable best efforts to cause the Molson Optionholders

B-1

Meeting to be held on or before the date of the Molson Meeting. Each of Molson and Coors shall not adjourn, postpone or cancel (or propose for adjournment, postponement or cancellation) the Molson Meeting, the Molson Optionholders Meeting or the Coors Meeting, as applicable, without the other party's prior written consent, in each case, except as required (i) by applicable Laws or an Order of the Court, (ii) for quorum purposes, (iii) to enable Molson or Coors, as applicable, to comply with its obligations under Section 6.2(b)(iii), or (iv) in the case of an adjournment or postponement, in order to disseminate information with respect to Amendment No. 2 to this Agreement for an appropriate period prior to the Molson Meeting or the Coors Meeting, as reasonably determined by Molson and Coors."

        Section 2.    Certain Amendments to Exhibits to Combination Agreement and Transaction Documents.    To the extent necessary to reflect amendments to the Combination Agreement, conforming changes shall be made to the definitive or execution versions of documents the forms of which are attached as Exhibits to the Combination Agreement. Without limiting the generality of the foregoing, Section 2.2(a) of the Plan of Arrangement shall be amended to provide that the Molson Dividend will be in the amount of Cdn.$5.44 per share, and Section 2.2(a) of the Plan of Arrangement shall not otherwise be amended by this Amendment.

        Sesction 3.    Representations and Warranties of Coors.    Coors represents and warrants to Molson as of the date hereof as follows (provided that references in this Section 3 to documents are references to such documents as amended hereby):

B-2

B-3

        Section 4.    Representation and Warranties of Molson.    Molson represents and warrants to Coors as of the date hereof as follows (provided that references in this Section 4 to documents are references to such documents as amended hereby):

B-4

        Section 5.    General Provisions    

B-5

        EACH OF COORS AND MOLSON HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE ACTIONS OF COORS OR MOLSON IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

*    *    *    *    *

B-6

        IN WITNESS WHEREOF, Coors, Exchangeco and Molson have caused this Amendment to be signed by their respective officers thereunto duly authorized all as of the date first written above.


 
 
ADOLPH COORS COMPANY

 
 
By:
/s/  PETER H. COORS      
Name: Peter H. Coors
Title: Chairman

 
 
MOLSON COORS CANADA INC.

 
 
By:
/s/  ROBERT REESE      
Name: Robert Reese
Title: Chief Executive Officer

 
 
MOLSON INC.

 
 
By:
/s/  DANIEL J. O'NEILL      
Name: Daniel J. O'Neill
Title: President and Chief Executive Officer

ANNEX C


REVISED FINAL OPINION OF DEUTSCHE BANK SECURITIES INC.—
COORS FINANCIAL ADVISOR

LOGO

January 13, 2005

Board of Directors
Adolph Coors Company
311 Tenth Street
Golden, CO 80401

Ladies and Gentlemen:

        Deutsche Bank Securities Inc. ("Deutsche Bank") has acted as financial advisor to Adolph Coors Company ("Coors") in connection with the proposed combination of Coors and Molson Inc. ("Molson") pursuant to the Combination Agreement, dated as of July 21, 2004, among Coors, Coors Canada, Inc., a subsidiary of Coors ("ExchangeCo"), and Molson (the "Transaction Agreement"), which provides, among other things, for the exchange of Molson's common shares for common stock of Coors and/or exchangeable shares of ExchangeCo (and certain ancillary rights) (the "Transaction"), as a result of which Molson will become a wholly owned subsidiary of Coors. As set forth more fully in the Transaction Agreement and the Plan of Arrangement attached as Exhibit B thereto (the "Plan of Arrangement"), as a result of the Transaction, (a) each Molson Class"A" non-voting share, no par value ("Molson Class A Non-Voting Shares"), other than dissenting shares and shares owned by Coors or its affiliates, will be converted into the right to receive 0.360 shares (the "Exchange Ratio") of Coors Class B common stock, par value of $0.01 (non-voting) ("Coors Class B Non-Voting Common Stock"), or Class B exchangeable shares, no par value, of ExchangeCo ("Class B Exchangeable Shares"), and (b) each Molson Class "B" voting share, no par value ("Molson Class B Voting Shares"), other than dissenting shares and shares owned by Coors or its affiliates, will be converted into the right to receive the Exchange Ratio in a combination of (i) Coors Class A common stock, par value of $0.01 (voting) ("Coors Class A Voting Common Stock"), or Class A exchangeable shares, no par value, of ExchangeCo ("Class A Exchangeable Shares") and (ii) Coors Class B Non-Voting Common Stock or Class B Exchangeable Shares. The terms and conditions of the Transaction are more fully set forth in the Transaction Agreement and the Plan of Arrangement.

        You have requested Deutsche Bank's opinion, as investment bankers, as to the fairness, from a financial point of view, of the Exchange Ratio to (i) holders of the Coors Class A Voting Common Stock and (ii) holders of the Coors Class B Non-Voting Common Stock.

        In connection with Deutsche Bank's role as financial advisor to Coors, and in arriving at its opinion, Deutsche Bank has reviewed certain publicly available financial and other information concerning Molson and Coors and certain internal analyses and other information furnished to it by Molson and Coors. Deutsche Bank has also held discussions with members of the senior managements of Molson and Coors regarding the businesses and prospects of their respective companies and the joint prospects of a combined company. In addition, Deutsche Bank has (i) reviewed the reported prices and trading activity for Molson Class A Non-Voting Shares, Molson Class B Voting Shares and Coors Class B Non-Voting Common Stock, (ii) compared certain financial and stock market information for Molson and Coors with similar information for certain other companies whose securities are publicly traded, (iii) reviewed the financial terms of certain recent business combinations which it deemed comparable to the Transaction in whole or in part, (iv) reviewed the terms of the

C-1


Combination Agreement, the Plan of Arrangement and certain related documents, and (v) performed such other studies and analyses and considered such other factors as it deemed appropriate.

        Deutsche Bank has not assumed responsibility for independent verification of, and has not independently verified, any information, whether publicly available or furnished to it, concerning Molson or Coors, including, without limitation, any financial information, forecasts or projections considered in connection with the rendering of its opinion. Accordingly, for purposes of its opinion, Deutsche Bank has assumed and relied upon the accuracy and completeness of all such information and Deutsche Bank has not conducted a physical inspection of any of the properties or assets, and has not prepared or obtained any independent evaluation or appraisal of any of the assets or liabilities, of Molson or Coors. With respect to the financial forecasts and projections, including the analyses and forecasts of certain cost savings, operating efficiencies, revenue effects and financial synergies expected by Coors and Molson to be achieved as a result of the Transaction (collectively, the "Synergies"), made available to Deutsche Bank and used in its analyses, Deutsche Bank has assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Molson or Coors, as the case may be, as to the matters covered thereby. In rendering its opinion, Deutsche Bank expresses no view as to the reasonableness of such forecasts and projections, including the Synergies, or the assumptions on which they are based. Deutsche Bank's opinion is necessarily based upon economic, market and other conditions as in effect on, and the information made available to it as of, the date hereof.

        For purposes of rendering its opinion, Deutsche Bank has assumed that, in all respects material to its analysis, the representations and warranties of Coors, ExchangeCo and Molson contained in the Transaction Agreement and the Plan of Arrangement are true and correct, Coors, ExchangeCo and Molson will each perform all of the covenants and agreements to be performed by it under the Transaction Agreement and the Plan of Arrangement and all conditions to the obligations of each of Coors, ExchangeCo and Molson to consummate the Transaction will be satisfied without any waiver thereof. Deutsche Bank has also assumed that all material governmental, regulatory or other approvals and consents required in connection with the consummation of the Transaction will be obtained and that in connection with obtaining any necessary governmental, regulatory or other approvals and consents, or any amendments, modifications or waivers to any agreements, instruments or orders to which either Coors or Molson is a party or is subject or by which it is bound, no limitations, restrictions or conditions will be imposed or amendments, modifications or waivers made that would have a material adverse effect on Coors or Molson or materially reduce the contemplated benefits of the Transaction to Coors. In addition, you have informed Deutsche Bank, and accordingly for purposes of rendering its opinion Deutsche Bank has assumed, that the Transaction will be not result in a tax realization event for Coors or its stockholders. You have also informed Deutsche Bank, and accordingly for purposes of rendering its opinion Deutsche Bank has assumed, that, prior to the consummation of the Transaction, Molson will pay a special dividend equal to C$5.00 per share of Molson Class A Non-Voting Shares and Molson Class B Voting Shares to each holder of such shares.

        This opinion is addressed to, and for the use and benefit of, the Board of Directors of Coors and is not a recommendation to the stockholders of Coors to approve the Transaction. This opinion is limited to the fairness, from a financial point of view, of the Exchange Ratio to (i) holders of the Coors Class A Voting Common Stock and (ii) holders of the Coors Class B Non-Voting Common Stock, and Deutsche Bank expresses no opinion as to the merits of the underlying decision by Coors to engage in the Transaction. This opinion does not in any manner address the prices at which any securities of Coors will trade after the announcement or consummation of the Transaction. In connection with the preparation of this opinion, we have not been authorized by Coors or the Board of Directors to solicit, nor have we solicited, third-party indications of interest for the acquisition of all or any part of Coors or any other extraordinary transaction involving Coors.

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        Deutsche Bank will be paid a fee for its services as financial advisor to Coors in connection with the Transaction, a substantial portion of which is contingent upon consummation of the Transaction. We are an affiliate of Deutsche Bank AG (together with its affiliates, the "DB Group"). One or more members of the DB Group have, from time to time, provided investment banking, commercial banking (including extension of credit) and other financial services to Coors and Molson or their affiliates for which it has received compensation, including (1) Coors' February 2002 US$1.1 billion unsecured credit facility for which a member of the DB Group acted as joint lead arranger and joint book runner, (2) Coors' April 2002 US$850 million 63/8% senior notes offering for which a member of the DB Group acted as joint lead manager, and (3) Coors' June 2003 US$500 million commercial paper program for which a member of the DB Group acted as co-dealer. In the ordinary course of business, members of the DB Group may actively trade in the securities and other instruments and obligations of Coors and Molson for their own accounts and for the accounts of their customers. Accordingly, the DB Group may at any time hold a long or short position in such securities, instruments and obligations.

        Based upon and subject to the foregoing, it is Deutsche Bank's opinion as investment bankers that, as of the date hereof, the Exchange Ratio is fair, from a financial point of view, to (i) holders of the Coors Class A Voting Common Stock and (ii) holders of the Coors Class B Non-Voting Common Stock.

    Very truly yours,

 
 
SIGNATURE
    DEUTSCHE BANK SECURITIES INC.

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SUMMARY MOLSON COORS UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
AMENDMENT NO. 2 TO COMBINATION AGREEMENT
RECITALS
REVISED FINAL OPINION OF DEUTSCHE BANK SECURITIES INC.— COORS FINANCIAL ADVISOR