SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

(Amendment No. 15)

 

 

Ambev S.A.

(Name of Issuer)

Ambev Inc.

(Translation of Issuer’s Name into English)

 

 

Common Shares, without par value

American Depositary Shares, each of which represents 1 (one) Common Share,

without par value, evidenced by American Depositary Receipts

(Title of Class or Securities)

 

 

02319V103

(CUSIP Number)

 

 

 

Benoit Loore

Anheuser-Busch InBev SA/NV

Brouwerijplein 1

3000 Leuven

Belgium

+32 16 27 68 70

 

George H. White

Sullivan & Cromwell LLP

1 New Fetter Lane

London EC4A 1AN

England

+44 20 7959-8900

 

Paul Alain Foriers

Sandrine Hirsch

Simont Braun

Avenue Louise 149 (20)

B-1050 Bruxelles

Belgium

+32 2 543 70 80

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communication)

March 9, 2016

(Date of Event to Which This Filing Relates)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.   ¨

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).

(Continued on following pages)

 

 

 

CUSIP No. 02319V103  

 

  1   

Names of reporting persons:

 

Anheuser-Busch InBev SA/NV (formerly InBev SA/NV and Interbrew S.A.)

  2  

Check the appropriate box if a member of a group (see instructions)

(a)   x         (b)   ¨

 

  3  

SEC use only

 

  4  

Source of funds (see instructions):

 

    OO, WC

  5  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  6  

Citizenship or place of organization:

 

    Kingdom of Belgium

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power:

 

    0

     8   

Shared voting power:

 

    11,283,145,506 Common Shares 1

     9   

Sole dispositive power:

 

    0

   10   

Shared dispositive power:

 

    11,283,145,506 Common Shares 1

11  

Aggregate amount beneficially owned by each reporting person:

 

    11,283,145,506 Common Shares 1

12  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)     ¨

 

13  

Percent of class represented by amount in row (11):

 

    71.9% 1

14  

Type of reporting person (see instructions):

 

    CO

 

1   Includes (i) the 1,279,926,158 common shares of Ambev S.A. (formerly Companhia de Bebidas das Américas – Ambev) (“Ambev”) currently beneficially owned by Ambrew S.à.R.L., a wholly-owned subsidiary of Anheuser-Busch InBev SA/NV (formerly InBev SA/NV and Interbrew S.A.) (“Anheuser-Busch InBev”), a Belgium corporation; (ii) the 8,441,956,047 common shares of Ambev currently beneficially owned by Interbrew International B.V. a wholly-owned subsidiary of Anheuser-Busch InBev SA/NV; and (iii) the 1,561,263,301 common shares of Ambev held by Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficência (“Fundação”), a Brazilian foundation that primarily provides health benefits to Ambev employees and their dependents. Ambrew S.à.R.L., Interbrew International B.V. and the Fundação are party to the New Ambev Shareholders’ Agreement (defined below). Anheuser-Busch InBev is controlled by the Stichting Anheuser-Busch InBev (formerly Stichting InBev and Stichting Interbrew), which is in turn wholly-owned together by BRC S.à.R.L. (“BRC”) and EPS Participations S.à.R.L. (“EPS Participations”), which is wholly owned by Eugénie Patri Sébastien S.A. (formerly Eugénie Patri Sébastien SCA) (“EPS”). BRC is controlled by Jorge Paulo Lemann (“Mr. Lemann”), Carlos Alberto da Veiga Sicupira (“Mr. Sicupira”) and Marcel Herrmann Telles (“Mr. Telles”). The Stichting Anheuser-Busch InBev, BRC, EPS Participations and EPS are party to the New ABI Shareholders’ Agreement (defined below), and together indirectly and directly own 831,030,526 Anheuser-Busch InBev ordinary shares, as of March 9, 2016, representing approximately 51.7% of all issued and outstanding Anheuser-Busch InBev ordinary shares (other than treasury shares). See Items 2, 3, 4, 5 and 6 of this Schedule 13D.

CUSIP No. 02319V103  

 

  1   

Names of reporting persons:

 

Stichting Anheuser-Busch InBev (formerly Stichting InBev and Stichting Interbrew)

  2  

Check the appropriate box if a member of a group (see instructions)

(a)   x         (b)   ¨

 

  3  

SEC use only

 

  4  

Source of funds (see instructions):

 

    AF

  5  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  6  

Citizenship or place of organization:

 

    The Netherlands

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power:

 

    0

     8   

Shared voting power:

 

    11,283,145,506 Common Shares 1

     9   

Sole dispositive power:

 

    0

   10   

Shared dispositive power:

 

    11,283,145,506 Common Shares 1

11  

Aggregate amount beneficially owned by each reporting person:

 

    11,283,145,506 Common Shares 1

12  

Check if the aggregate amount in row (11) excludes certain shares (see instructions)     ¨

 

13  

Percent of class represented by amount in row (11):

 

    71.9% 1

14  

Type of reporting person (see instructions):

 

    OO

 

1   Includes (i) the 1,279,926,158 common shares of Ambev S.A. (formerly Companhia de Bebidas das Américas – Ambev) (“Ambev”) currently beneficially owned by Ambrew S.à.R.L., a wholly-owned subsidiary of Anheuser-Busch InBev SA/NV (formerly InBev SA/NV and Interbrew S.A.) (“Anheuser-Busch InBev”), a Belgium corporation; (ii) the 8,441,956,047 common shares of Ambev currently beneficially owned by Interbrew International B.V. a wholly-owned subsidiary of Anheuser-Busch InBev SA/NV; and (iii) the 1,561,263,301 common shares of Ambev held by Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficência (“Fundação”), a Brazilian foundation that primarily provides health benefits to Ambev employees and their dependents. Ambrew S.à.R.L., Interbrew International B.V. and the Fundação are party to the New Ambev Shareholders’ Agreement (defined below). Anheuser-Busch InBev is controlled by the Stichting Anheuser-Busch InBev (formerly Stichting InBev and Stichting Interbrew), which is in turn wholly-owned together by BRC S.à.R.L. (“BRC”) and EPS Participations S.à.R.L. (“EPS Participations”), which is wholly-owned by Eugénie Patri Sébastien S.A. (formerly Eugénie Patri Sébastien SCA) (“EPS”). BRC is controlled by Jorge Paulo Lemann (“Mr. Lemann”), Carlos Alberto da Veiga Sicupira (“Mr. Sicupira”) and Marcel Herrmann Telles (“Mr. Telles”). The Stichting Anheuser-Busch InBev, BRC, EPS Participations and EPS are party to the New ABI Shareholders’ Agreement (defined below), and together indirectly and directly own 831,030,526 Anheuser-Busch InBev ordinary shares, as of March 9, 2016, representing approximately 51.7% of all issued and outstanding Anheuser-Busch InBev ordinary shares (other than treasury shares). See Items 2, 3, 4, 5 and 6 of this Schedule 13D.

CUSIP No. 02319V103  

 

  1   

Names of reporting persons:

 

Eugénie Patri Sébastien S.A.

  2  

Check the appropriate box if a member of a group (see instructions)

(a)   x         (b)   ¨

 

  3  

SEC use only

 

  4  

Source of funds (see instructions):

 

    AF

  5  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  6  

Citizenship or place of organization:

 

    Luxembourg

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power:

 

    0

     8   

Shared voting power:

 

    11,283,145,506 Common Shares 1

     9   

Sole dispositive power:

 

    0

   10   

Shared dispositive power:

 

    11,283,145,506 Common Shares 1

11  

Aggregate amount beneficially owned by each reporting person:

 

    11,283,145,506 Common Shares 1

12  

Check if the aggregate amount in row (11) excludes certain shares (see instructions)     ¨

 

13  

Percent of class represented by amount in row (11)

 

    71.9% 1

14  

Type of reporting person (see instructions):

 

    CO

 

1 Includes (i) the 1,279,926,158 common shares of Ambev S.A. (formerly Companhia de Bebidas das Américas – Ambev) (“Ambev”) currently beneficially owned by Ambrew S.à.R.L., a wholly-owned subsidiary of Anheuser-Busch InBev SA/NV (formerly InBev SA/NV and Interbrew S.A.) (“Anheuser-Busch InBev”), a Belgium corporation; (ii) the 8,441,956,047 common shares of Ambev currently beneficially owned by Interbrew International B.V. a wholly-owned subsidiary of Anheuser-Busch InBev SA/NV; and (iii) the 1,561,263,301 common shares of Ambev held by Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficência (“Fundação”), a Brazilian foundation that primarily provides health benefits to Ambev employees and their dependents. Ambrew S.à.R.L., Interbrew International B.V. and the Fundação are party to the New Ambev Shareholders’ Agreement (defined below). Anheuser-Busch InBev is controlled by the Stichting Anheuser-Busch InBev (formerly Stichting InBev and Stichting Interbrew), which is in turn wholly-owned together by BRC S.à.R.L. (“BRC”) and EPS Participations S.à.R.L. (“EPS Participations”), which is wholly owned by Eugénie Patri Sébastien S.A. (formerly Eugénie Patri Sébastien SCA) (“EPS”). BRC is controlled by Jorge Paulo Lemann (“Mr. Lemann”), Carlos Alberto da Veiga Sicupira (“Mr. Sicupira”) and Marcel Herrmann Telles (“Mr. Telles”). The Stichting Anheuser-Busch InBev, BRC, EPS Participations and EPS are party to the New ABI Shareholders’ Agreement (defined below), and together indirectly and directly own 831,030,526 Anheuser-Busch InBev ordinary shares, as of March 9, 2016, representing approximately 51.7% of all issued and outstanding Anheuser-Busch InBev ordinary shares (other than treasury shares). See Items 2, 3, 4, 5 and 6 of this Schedule 13D.

Eugénie Patri Sébastien S.A. disclaims beneficial ownership of the securities subject to this statement on Schedule 13D.

CUSIP No. 02319V103  

 

  1   

Names of reporting persons:

 

Ambrew S.à.R.L.

  2  

Check the appropriate box if a member of a group (see instructions)

(a)   x         (b)   ¨

 

  3  

SEC use only

 

  4  

Source of funds (see instructions):

 

    AF

  5  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  6  

Citizenship or place of organization:

 

    Luxembourg

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power:

 

    0

     8   

Shared voting power:

 

    11,283,145,506 Common Shares 1

     9   

Sole dispositive power:

 

    0

   10   

Shared dispositive power:

 

    11,283,145,506 Common Shares 1

11  

Aggregate amount beneficially owned by each reporting person:

 

    11,283,145,506 Common Shares 1

12  

Check if the aggregate amount in row (11) excludes certain shares (see instructions)     ¨

 

13  

Percent of class represented by amount in row (11):

 

    71.9% 1

14  

Type of reporting person (see instructions):

 

    OO

 

1   Includes (i) the 1,279,926,158 common shares of Ambev S.A. (formerly Companhia de Bebidas das Américas – Ambev) (“Ambev”) currently beneficially owned by Ambrew S.à.R.L., a wholly-owned subsidiary of Anheuser-Busch InBev SA/NV (formerly InBev SA/NV and Interbrew S.A.) (“Anheuser-Busch InBev”), a Belgium corporation; (ii) the 8,441,956,047 common shares of Ambev currently beneficially owned by Interbrew International B.V. a wholly-owned subsidiary of Anheuser-Busch InBev SA/NV; and (iii) the 1,561,263,301 common shares of Ambev held by Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficência (“Fundação”), a Brazilian foundation that primarily provides health benefits to Ambev employees and their dependents. Ambrew S.à.R.L., Interbrew International B.V. and the Fundação are party to the New Ambev Shareholders’ Agreement (defined below). Anheuser-Busch InBev is controlled by the Stichting Anheuser-Busch InBev (formerly Stichting InBev and Stichting Interbrew), which is in turn wholly-owned together by BRC S.à.R.L. (“BRC”) and EPS Participations S.à.R.L. (“EPS Participations”), which is wholly owned by Eugénie Patri Sébastien S.A. (formerly Eugénie Patri Sébastien SCA) (“EPS”). BRC is controlled by Jorge Paulo Lemann (“Mr. Lemann”), Carlos Alberto da Veiga Sicupira (“Mr. Sicupira”) and Marcel Herrmann Telles (“Mr. Telles”). The Stichting Anheuser-Busch InBev, BRC, EPS Participations and EPS are party to the New ABI Shareholders’ Agreement (defined below), and together indirectly and directly own 831,030,526 Anheuser-Busch InBev ordinary shares, as of March 9, 2016, representing approximately 51.7% of all issued and outstanding Anheuser-Busch InBev ordinary shares (other than treasury shares). See Items 2, 3, 4, 5 and 6 of this Schedule 13D.

CUSIP No. 02319V103  

 

  1   

Names of reporting persons:

 

Interbrew International B.V.

  2  

Check the appropriate box if a member of a group (see instructions)

(a)   ¨         (b)   x

 

  3  

SEC use only

 

  4  

Source of funds (see instructions):

 

    AF

  5  

Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)

 

  6  

Citizenship or place of organization:

 

    The Netherlands

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power:

 

    0

     8   

Shared voting power:

 

     11,283,145,506 Common Shares 1

     9   

Sole dispositive power:

 

    0

   10   

Shared dispositive power:

 

    11,283,145,506 Common Shares 1

11  

Aggregate amount beneficially owned by each reporting person:

 

    11,283,145,506 Common Shares 1

12  

Check if the aggregate amount in row (11) excludes certain shares (see instructions)     ¨

 

13  

Percent of class represented by amount in row (11):

 

    71.9% 1

14  

Type of reporting person (see instructions):

 

    OO

 

1   Includes (i) the 1,279,926,158 common shares of Ambev S.A. (formerly Companhia de Bebidas das Américas – Ambev) (“Ambev”) currently beneficially owned by Ambrew S.à.R.L., a wholly-owned subsidiary of Anheuser-Busch InBev SA/NV (formerly InBev SA/NV and Interbrew S.A.) (“Anheuser-Busch InBev”), a Belgium corporation; (ii) the 8,441,956,047 common shares of Ambev currently beneficially owned by Interbrew International B.V. a wholly-owned subsidiary of Anheuser-Busch InBev SA/NV; and (iii) the 1,561,263,301 common shares of Ambev held by Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficência (“Fundação”), a Brazilian foundation that primarily provides health benefits to Ambev employees and their dependents. Ambrew S.à.R.L., Interbrew International B.V. and the Fundação are party to the New Ambev Shareholders’ Agreement (defined below). Anheuser-Busch InBev is controlled by the Stichting Anheuser-Busch InBev (formerly Stichting InBev and Stichting Interbrew), which is in turn wholly-owned together by BRC S.à.R.L. (“BRC”) and EPS Participations S.à.R.L. (“EPS Participations”), which is wholly owned by Eugénie Patri Sébastien S.A. (formerly Eugénie Patri Sébastien SCA) (“EPS”). BRC is controlled by Jorge Paulo Lemann (“Mr. Lemann”), Carlos Alberto da Veiga Sicupira (“Mr. Sicupira”) and Marcel Herrmann Telles (“Mr. Telles”). The Stichting Anheuser-Busch InBev, BRC, EPS Participations and EPS are party to the New ABI Shareholders’ Agreement (defined below), and together indirectly and directly own 831,030,526 Anheuser-Busch InBev ordinary shares, as of March 9, 2016, representing approximately 51.7% of all issued and outstanding Anheuser-Busch InBev ordinary shares (other than treasury shares). See Items 2, 3, 4, 5 and 6 of this Schedule 13D.

Item 1. Security and Issuer.

This Amendment No. 15 (“ Amendment No. 15 ”) amends the Schedule 13D originally filed on March 15, 2004, as amended by Amendment No. 1 thereto filed on May 27, 2004, Amendment No. 2 thereto filed on June 3, 2004, each on behalf of Anheuser-Busch InBev SA/NV (formerly InBev SA/NV and Interbrew S.A.) (“ Anheuser-Busch InBev ”), the Stichting Anheuser-Busch InBev (formerly Stichting InBev and Stichting Interbrew) (the “ Stichting ”) and Eugénie Patri Sébastien S.A. (formerly Eugénie Patri Sébastien SCA) (“ EPS ”), Amendment No. 3 thereto filed on September 2, 2004, Amendment No. 4 thereto filed on September 10, 2004, Amendment No. 5 thereto filed on October 13, 2004, Amendment No. 6 thereto filed on February 15, 2005, Amendment No. 7 thereto filed on March 1, 2005, Amendment No. 8 thereto filed on March 28, 2005, Amendment No. 9 thereto filed on April 5, 2005, Amendment No. 10 thereto filed on June 10, 2005 each on behalf of Anheuser-Busch InBev, the Stichting, EPS, Empresa de Administração e Participações S.A. – ECAP, InBev Holding Brasil S.A. (formerly Braco Investimentos S.A.), Ambrew S.à.R.L. (formerly Tinsel Investments S.A.) (“ Ambrew ”) and Interbrew International B.V. (“ IIBV ”) (Anheuser-Busch InBev, the Stichting, EPS, Ambrew and IIBV collectively referred to herein as the “ Reporting Persons ”), Amendment No. 11 thereto filed on April 26, 2006, Amendment No. 12 thereto filed on December 19, 2008, Amendment No. 13 thereto filed on February 12, 2010 and Amendment No. 14 thereto filed on December 30, 2014 on behalf of the Reporting Persons, relating to the common shares, without par value (the “ Ambev Common Shares ”), of Ambev S.A., a corporation incorporated under the laws of the Federative Republic of Brazil (formerly Companhia de Bebidas das Américas – Ambev or “ Old Ambev ”) (“ Ambev ”) (the Schedule 13D, as so amended, is referred to herein as the “Schedule 13D”). Ambev Common Shares are listed on the New York Stock Exchange in the form of American Depositary Shares, each of which represents 1 (one) Ambev Common Share. The American Depositary Shares are evidenced by American Depositary Receipts. The address of Ambev’s principal executive offices is Rua Dr. Renato Paes de Barros, 1017, 3 rd Floor, 04530-000, São Paulo, SP, Brazil.

Amendments Nos. 1 through 13 can be located by reference to Old Ambev’s CIK number 0001113172 and SEC file number 005-50972.

 

Item 2. Identity and Background.

This Item 2 is hereby amended and supplemented as follows:

The name, citizenship, business address and present principal occupation or employment of each of the executive officers and directors of Anheuser-Busch InBev, IIBV, the Stichting, EPS, and Ambrew and the name, principal business and address of the corporation or other organization in which such employment is conducted are set forth in Annexes A-1 through A-5 to this Amendment No. 15.

 

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is amended and supplemented by adding the following:

From December 19, 2014 through June 30, 2015, Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficência (the “Fundação”) acquired 19,081,000 Ambev Common Shares in open market purchases. The aggregate purchase price for these transactions in U.S. Dollars was approximately $116.6 million. The source of funding for the purchases of Ambev Common Shares was the general working capital of the Fundação.

On December 4, 2015, Ambrew acquired 4,986,384 Ambev Common Shares and 317,903 Ambev ADRs as the result of certain stock swaps. The total amount of consideration paid for such shares in U.S. Dollars was approximately $5.1 million. The acquisition of the Ambev Common Shares was paid up with Ambrew shares that were exchanged for AmBev shares.

 

Item 4. Purpose of Transaction .

This Item 4 is hereby amended and supplemented by inserting the following paragraphs at the end of this item:

From December 19, 2014 through June 30, 2015, the Fundação acquired 19,081,000 Ambev Common Shares for general investment purposes through regular market transactions in accordance with the individual investment program that came into effect on October 17, 2014, based on the “Manual of Disclosure and Use of Information and Policy of Negotiation of Securities Issued By Ambev S/A”. Such individual investment program expired on October 17, 2015. In the future, the Fundação may acquire additional Ambev Common Shares or enter into other Individual Investment Programs.

In addition, the Reporting Persons reserve the right from time to time to formulate plans or proposals regarding AmBev or any of AmBev’s securities and to carry out any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to Schedule 13D, to the extent deemed advisable by the Reporting Persons.

 

Item 5. Interest in the Securities of the Issuer

This Item 5 is hereby amended and supplemented as follows:

(a) Rows (11) and (13) of the cover pages to this Schedule 13D are hereby incorporated by reference.

(b) Rows (7) through (10) of the cover pages to this Schedule 13D are hereby incorporated by reference.

For further information, reference is made to Item 3 of this Amendment No. 15 which is incorporated by reference herein.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Recommended Acquisition of SABMiller plc by Anheuser-Busch InBev

On November 11, 2015, the board of Anheuser-Busch InBev and the board of SABMiller plc announced that they had reached agreement on the terms of a recommended acquisition by Anheuser-Busch InBev of the entire issued and to be issued share capital of SABMiller plc. The transaction will be implemented by means of the acquisition of SABMiller plc by a Belgian company to be formed for the purposes of the transaction (“ Newbelco ”). Anheuser-Busch InBev will also merge into Newbelco so that, following completion of the transaction, Newbelco will be the new holding company for the combined group.

Upon completion of the transaction, the Stichting will be the controlling shareholder of Newbelco. Ambrew and IIBV will be wholly-owned subsidiaries of Newbelco. It is expected that the New Shareholders Agreement (or a successor thereto) will continue to apply in respect of the ordinary shares of Newbelco held by the parties thereto.

Funds Voting Agreement

The Stichting entered into a voting agreement, effective 1 November 2015 (the “ Funds Voting Agreement ”) with Fonds Baillet Latour, a private limited liability company ( société privée à responsabilité limitée ) with a socially-inspired purpose and Fonds Voorzitter Verhelst, a private limited liability company ( société privée à responsabilité limitée ) with a socially-inspired purpose, which replaces in its entirety the voting agreement between the parties dated October 16, 2008 which was due to expire on October 16, 2016 if not renewed.

This agreement provides for consultations between the three bodies before any of the shareholders’ meetings of Anheuser-Busch InBev to decide how they will exercise the voting rights attached to Anheuser-Busch InBev’s shares. Under this voting agreement, consensus is required for all items that are submitted to the approval of any of Anheuser-Busch InBev’s shareholders’ meetings. If the parties fail to reach a consensus, each of Fonds Baillet Latour SPRL and Fonds Voorzitter Verhelst SPRL will vote their Anheuser-Busch InBev shares in the same manner as the Stichting. The Funds Voting Agreement will expire on November 1, 2034, but is renewable.

The Funds Voting Agreement is attached to this Amendment No. 15 as Exhibit 2.36.

Item 7. Material to Be Filed as Exhibits.

 

Exhibit

No.

  

Description

2.1    Contribution and Subscription Agreement dated March 3, 2004 among the SB Group Companies named therein, the Stichting, EPS and InBev (incorporated by reference to the Schedule 13D relating to Ambev filed by the Original Reporting Persons on March 15, 2004).
2.2    Incorporação Agreement dated March 3, 2004 among Ambev, InBev, Mergeco and Labatt (incorporated by reference to the Schedule 13D relating to Ambev filed by the Original Reporting Persons on March 15, 2004).
2.3    Lock-up Agreement dated March 2, 2004 among EPS and BRC (incorporated by reference to the Schedule 13D relating to Ambev filed by the Original Reporting Persons on March 15, 2004).
2.4    Lock-up Agreement dated March 2, 2004 among InBev, Mr. Lemann, Mr. Sicupira and Mr. Telles (incorporated by reference to the Schedule 13D relating to Ambev filed by the Original Reporting Persons on March 15, 2004).
2.5    Interbrew Shareholders Agreement dated March 2, 2004 among BRC, EPS, Rayvax and the Stichting (incorporated by reference to the Schedule 13D relating to Ambev filed by the Original Reporting Persons on March 15, 2004).
2.6    Shareholders Agreement of Ambev executed on July 1, 1999 between the Fundação, Braco and ECAP, as well as Ambev, Mr. Lemann, Mr. Telles and Mr. Sicupira, the latter four as intervening parties (English translation) (incorporated by reference to Exhibit A to Amendment No. 1 to Schedule 13D relating to Ambev filed on October 27, 2000 by the Fundação, Braco S.A. and ECAP).
2.7    First Amendment to the Ambev Shareholders Agreement (incorporated by reference to the Schedule 13D relating to Ambev filed by the Original Reporting Persons on March 15, 2004).

Exhibit

No.

  

Description

2.8    Form of Amended InBev By-laws (English translation). (incorporated by reference to the Amendment No. 3 to the Schedule 13D relating to Ambev filed by the Reporting Persons on September 2, 2004).
2.9    Form of Amended Stichting By-laws (English translation) (incorporated by reference to the Amendment No. 3 to the Schedule 13D relating to Ambev filed by the Reporting Persons on September 2, 2004).
2.10    Form of Amended Stichting Conditions of Administration (incorporated by reference to the Amendment No. 3 to the Schedule 13D relating to Ambev filed by the Reporting Persons on September 2, 2004).
2.11    Joint Filing Agreement pursuant to Rule 13d-1(k) (incorporated by reference to the Amendment No. 3 to the Schedule 13D relating to Ambev filed by the Reporting Persons on September 2, 2004).
2.12    Letter dated March 2, 2004 to Mr. Lemann, Mr. Sicupira and Mr. Telles (incorporated by reference to the Schedule 13D relating to Ambev filed by the Original Reporting Persons on March 15, 2004).
2.13    Consent and Indemnity Agreement dated as of May 24, 2004 among Ambev, Interbrew, Mergeco and Labatt (incorporated by reference to the Amendment No. 1 to the Schedule 13D relating to Ambev filed by the Original Reporting Persons on March 27, 2004).
2.14    Shareholders Voting Rights Agreement, dated as of August 31, 2004, among Santa Erika Ltd, Santa Roseli Ltd., Santa Heloisa Ltd and Santa Paciencia Ltd., with Santa Ana C.V., Santa Vitoria C.V., Santa Carolina C.V., Santa Maria Isabel C.V., Mr. Lemann, Mr. Sicupira and Mr. Telles, as intervening parties, and S-BR, BR Global, Braco-M, Rougeval, Tinsel and BRC as acknowledging parties (Incorporated by reference to Exhibit C to the Schedule 13D relating to Ambev filed by BRC, Mr. Lemann, Mr. Sicupira and Mr. Telles on September 1, 2004).

Exhibit

No.

  

Description

2.15    Press Release, dated September 2, 2004 (Incorporated by reference to the Amendment No. 4 to the Schedule 13D relating to Ambev filed by the Reporting Persons on September 10, 2004).
2.16    Press Release, dated October 12, 2004 (Incorporated by reference to the Amendment No. 5 to the Schedule 13D relating to Ambev filed by the Reporting Persons on October 13, 2004).
2.17    Edital (Invitation to Bid), dated February 14, 2005. (Incorporated by reference to the Amendment No. 6 to the Schedule 13D relating to Ambev filed by the Reporting Persons on February 15, 2005)
2.18    Letter of Transmittal and cover letter, dated February 28, 2005 (Incorporated by reference to the Amendment No. 7 to the Schedule 13D relating to Ambev filed by the Reporting Persons on March 1, 2005).
2.19    Press Release, dated March 23, 2005 (Incorporated by reference to Amendment No. 8 to the Schedule 13D relating to Ambev filed by the Reporting Persons on March 28, 2005).
2.20    Press Release, dated March 31, 2005 (Incorporated by reference to Amendment No. 9 to the Schedule 13D relating to Ambev filed by the Reporting Person on April 5, 2005).
2.21    Instrument of Accession, dated July 28, 2005, to the Ambev Shareholders Agreement (Incorporated by reference to Amendment No. 11 to the Schedule 13D relating to Ambev filed by the Reporting Persons on April 26, 2006).
2.22    List of Old Ambev Common Shares acquired by the Fundação from June 17, 2004 through March 24, 2006 (Incorporated by reference to Amendment No. 11 to the Schedule 13D relating to Ambev filed by the Reporting Persons on April 26, 2006).
2.23    Individual Investment Program of the Fundação (Incorporated by reference to Amendment No. 11 to the Schedule 13D relating to Ambev filed by the Reporting Persons on April 26, 2006).

Exhibit

No.

  

Description

2.24    Amended and Restated Amendment No. 1 to Anheuser-Busch InBev Shareholders Agreement (Incorporated by reference to Amendment No. 12 to the Schedule 13D relating to Ambev filed by the Reporting Persons on December 19, 2008).
2.25    First Addendum to Amended and Restated Amendment No. 1 to Anheuser-Busch InBev Shareholders Agreement (Incorporated by reference to Amendment No. 12 to the Schedule 13D relating to Ambev filed by the Reporting Persons on December 19, 2008).
2.26    List of Old Ambev Common Shares acquired by the Fundação from December 9, 2008 through December 19, 2008 (Incorporated by reference to Amendment No. 12 to the Schedule 13D relating to Ambev filed by the Reporting Persons on December 19, 2008).
2.27    List of Old Ambev Common Shares acquired by IIBV from March 25, 2006 through December 19, 2008 (Incorporated by reference to Amendment No. 12 to the Schedule 13D relating to Ambev filed by the Reporting Persons on December 19, 2008).
2.28    List of Old Ambev Common Shares acquired by Ambrew from March 25, 2006 through December 19, 2008 (Incorporated by reference to Amendment No. 12 to the Schedule 13D relating to Ambev filed by the Reporting Persons on December 19, 2008).
2.29    Second Individual Investment Program of the Fundação (Incorporated by reference to Amendment No. 12 to the Schedule 13D relating to Ambev filed by the Reporting Persons on December 19, 2008).
2.30    Amended and Restated Anheuser-Busch InBev Shareholders Agreement, dated September 9, 2009 (Incorporated by reference to Exhibit 3.1 to Form 20-F filed by Anheuser-Busch InBev SA/NV on September 14, 2009).
2.31    List of Old Ambev Common Shares acquired by the Fundação from November 27, 2009 through February 12, 2010 (Incorporated by reference to Amendment No. 13 to the Schedule 13D relating to Ambev filed by the Reporting Persons on February 12, 2010).

Exhibit

No.

  

Description

2.32    List of Ambev Common Shares acquired by the Fundação from October 23, 2014 to December 24, 2014 (Incorporated by reference to Amendment No. 14 to the Schedule 13D relating to Ambev filed by the Reporting Persons on December 24, 2014).
2.33    New Ambev Shareholders’ Agreement, dated April 16, 2013 (English-language translation) (incorporated by reference to Exhibit 9.1 to Form F-4 filed by Old Ambev on July 8, 2013).
2.34    New ABI Shareholders’ Agreement, dated December 18, 2014 (Incorporated by reference to Amendment No. 14 to the Schedule 13D relating to Ambev filed by the Reporting Persons on December 24, 2014).
2.35    Powers of Attorney (filed herewith).
2.36    Funds Voting Agreement, effective November 1, 2015 (filed herewith).

ANNEX A-1

Executive Officers and Directors of Anheuser-Busch InBev

 

Name

  

Citizenship

  

Business Address

  

Present Principal

Occupation

or Employment

  

Beneficial
Ownership of
Ambev Common
Shares

Alex Behring    Brazil    Brouwerijplein 1, 3000 Leuven, Belgium    Managing Partner of 3G Capital, Director of Anheuser-Busch InBev    None
M. Michele Burns    United States    Brouwerijplein 1, 3000 Leuven, Belgium    Director of Anheuser-Busch InBev    None
Alexandre Van Damme    Belgium    Brouwerijplein 1, 3000 Leuven, Belgium    Director of Anheuser-Busch InBev    None
Carlos Alberto Sicupira    Brazil    Redingstrasse 4, 3rd Flr, CH—9000, St. Gallen, Switzerland    Chairman of the Board of Lojas Americanas, Director of Anheuser-Busch InBev    11,283,145,506 1
Elio Leoni Sceti    Italy    Brouwerijplein 1, 3000 Leuven, Belgium    Director of Anheuser-Busch InBev    None
Grégoire de Spoelberch    Belgium    Brouwerijplein 1, 3000 Leuven, Belgium    Director of Anheuser-Busch InBev    None
Marcel Herrmann Telles    Brazil    Redingstrasse 4, 4th Flr, CH—9000, St. Gallen, Switzerland    Director of Anheuser-Busch InBev    11,283,145,506 1
Maria Asuncion Aramburuzabala    Mexico    Brouwerijplein 1, 3000 Leuven, Belgium    CEO and President of the Board of Tresalia Capital, Director of Anheuser-Busch InBev    None
Olivier Goudet    France    Brouwerijplein 1, 3000 Leuven, Belgium    Partner & CEO of JAB Holding Company, LLC, Director and Chairman of the Board of Anheuser-Busch InBev    None
Paul Cornet de Ways Ruart    Belgium    Brouwerijplein 1, 3000 Leuven, Belgium    Director of Anheuser-Busch InBev    None
Kasper Rorsted    Denmark    Brouwerijplein 1, 3000 Leuven, Belgium    CEO of Henkel AG & Company, KgaA, Director of Anheuser-Busch InBev    None

 

1   Messrs. Sicupira and Telles report that they share voting and dispositive power over 11,283,145,506 AmBev Common Shares. Messrs. Sicupira and Telles, along with Messr. Jorge Paulo Lemann, report their beneficial ownership of AmBev Common Shares on a separately filed Schedule 13D.

Name

  

Citizenship

  

Business Address

  

Present Principal

Occupation

or Employment

  

Beneficial
Ownership of
Ambev Common
Shares

Paulo Alberto Lemann    Brazil    Brouwerijplein 1, 3000 Leuven, Belgium    Portfolio Manager of Pollux Capital, Director of Anheuser-Busch InBev    142,450
Stéfan Descheemaeker    Belgium   

33 avenue de Foestraets, 1180

Brussels, Belgium

   CEO of Nomad Food, Director of Anheuser-Busch InBev    None
Valentin Diez Morodo    Mexico   

Campos Eliseos No. 400, Piso 10

Colonia Lomas de Chapultepec

11000 México, D.F. México

   CEO and President of Grupo Nevadi Internacional, S.A. de C.V., Director of Anheuser-Busch InBev    None
David Almeida    United States and Brazil    250 Park Avenue, New York, New York 10177    Chief Integration Officer of Anheuser-Busch InBev    None
Carlos Brito    Brazil    250 Park Avenue, New York, New York 10177    Chief Executive Officer of Anheuser-Busch InBev    17,985
Pedro Earp    Brazil    250 Park Avenue, New York, New York 10177    Chief Disruptive Growth Officer of Anheuser-Busch InBev    344,626
Claudio Ferro    Brazil    250 Park Avenue, New York, New York 10177    Chief Supply Officer of Anheuser-Busch InBev    None
Miguel Patricio    Portugal    250 Park Avenue, New York, New York 10177    Chief Marketing Officer of Anheuser-Busch InBev    None
Tony Milikin    United States    Brouwerijplein 1, 3000 Leuven, Belgium    Chief Procurement Officer of Anheuser-Busch InBev    None
Claudio Garcia    Brazil    250 Park Avenue, New York, New York 10177    Chief People Officer of Anheuser-Busch InBev    None
Felipe Dutra    Brazil    250 Park Avenue, New York, New York 10177    Chief Financial and Technology Officer of Anheuser-Busch InBev    3,100
Luiz Fernando Edmond    Brazil    250 Park Avenue, New York, New York 10177    Chief Sales Officer of Anheuser-Busch InBev    2,782,625
Joao Castro Neves    Brazil   

One Busch Place, 202-9

St. Louis, MO 63118, US

   Zone President North America of Anheuser-Busch InBev    17,870,256
Bernardo Pinto Paiva    Brazil    Rua Dr Renato Paes de Barros 1017, 4 Andar, 04530-001 Itaim Bibi, Sao Paulo, Brazil    Zone President Latin America North of Anheuser-Busch InBev    636,091

Name

  

Citizenship

  

Business Address

  

Present Principal

Occupation

or Employment

  

Beneficial
Ownership of
Ambev Common
Shares

Marcio Froes    Brazil    Cervecería y Malteria Quilmes,Av. 12 de Octubre 100, 1878 Quilmes, Prov. de Buenos Aires, Argentina    Zone President Latin America South of Anheuser-Busch InBev    3,534,425
Michel Doukeris    Brazil    26F, Raffles City Shanghai Office Tower 268 Middle Xizang Road , 200001 Shanghai, P.R. China    Zone President Asia Pacific of Anheuser-Busch InBev    None
Ricardo Tadeu    Brazil    Grupo Modelo S.A.B. DE C.V. Cerrada de Palomas # 22, Piso 4,5,6 ,Colonia Reforma Social , Del. Miguel Hidalgo C.P. 11560 México, D.F.    Zone President Mexico of Anheuser-Busch InBev and CEO of Grupo Modelo    516,590
Sabine Chalmers    Germany and United States    250 Park Avenue, New York, New York 10177    Chief Legal and Corporate Affairs Officer and Secretary to the Board of Directors of Anheuser-Busch InBev    None
Stuart MacFarlane    United Kingdom    Brouwerijplein 1, 3000 Leuven, Belgium    Zone President Europe of Anheuser-Busch InBev    None

ANNEX A-2

Executive Officers and Directors of IIBV

 

Name

  

Citizenship

  

Business Address

  

Present Principal

Occupation

or Employment

Gert Boulangé    Belgium    Brouwerijplein 1, 3000 Leuven, Belgium    Anheuser-Busch InBev Tax Director
Antonio Frascogna    Italy    Brouwerijplein 1, 3000 Leuven, Belgium    Anheuser-Busch InBev Group Director Control Parent Companies
Daan Siero    Netherlands    Ceresstraat 1, 4811 CA Breda, the Netherlands    Anheuser-Busch InBev Tax Manager
Jolette Wiersema    Netherlands    Ceresstraat 1, 4811 CA Breda, the Netherlands    Legal Counsel
Jeroen Heerkens    Netherlands    Ceresstraat 1, 4811 CA Breda, the Netherlands    Legal Counsel

ANNEX A-3

Directors of Stichting

 

Name

  

Citizenship

  

Business Address

  

Present Principal

Occupation

or Employment

Jorge Paulo Lemann    Brazil    Zürcherstrasse 325, 8645 Jona, Switzerland    Director the Stichting.
Carlos Alberto da Veiga Sicupira    Brazil    Redingstrasse 4, 3rd Flr, CH - 9000, St. Gallen, Switzerland    Director of Anheuser-Busch InBev
Marcel Herrmann Telles    Brazil    Redingstrasse 4, 4th Flr, CH - 9000, St. Gallen, Switzerland    Director of Anheuser-Busch InBev
Roberto Moses Thompson Motta    Brazil    600 Third Avenue, 37th floor, New York, NY 10016, USA    Director of the Stichting
Paul Cornet de Ways Ruart    Belgium    Brouwerijplein 1, 3000 Leuven, Belgium    Director of Anheuser-Busch InBev
Alexandre Van Damme    Belgium    Brouwerijplein 1, 3000 Leuven, Belgium    Director of Anheuser-Busch InBev
Grégoire de Spoelberch    Belgium    Brouwerijplein 1, 3000 Leuven, Belgium    Director of Anheuser-Busch InBev
Stéfan Descheemaeker    Belgium    Brouwerijplein 1, 3000 Leuven, Belgium    Director of Anheuser-Busch InBev

ANNEX A-4

Directors of EPS

 

Name

  

Citizenship

  

Business Address

  

Present Principal

Occupation

or Employment

Frederic de Mevius    Belgium    c/o Eugenie Patri Sebastien S.A., 488, route de Longwy, L-1940 Luxembourg    Director of EPS
Juan de Hemptinne    Belgium    c/o Eugenie Patri Sebastien S.A., 488, route de Longwy, L-1940 Luxembourg    Director of EPS
Christophe d’Ansembourg    Luxembourg    c/o Eugenie Patri Sebastien S.A., 488, route de Longwy, L-1940 Luxembourg    Director of EPS
Grégoire de Spoelberch    Belgium    c/o Eugenie Patri Sebastien S.A., 488, route de Longwy, L-1940 Luxembourg    Director of Anheuser-Busch InBev, the Stichting and EPS; CEO of GDS Consult SA
Alexandre Van Damme    Belgium    c/o Eugenie Patri Sebastien S.A., 488, route de Longwy, L-1940 Luxembourg    Director of Anheuser-Busch InBev, the Stichting and EPS
Comtesse Edwine van der Straten Ponthoz    Belgium    c/o Eugenie Patri Sebastien S.A., 488, route de Longwy, L-1940 Luxembourg    Director of EPS
Maximilien de Limburg Stirum    Belgium    c/o Eugenie Patri Sebastien S.A., 488, route de Longwy, L-1940 Luxembourg    Director of EPS, Chairman of SFI
Diane de Spoelberch    Belgium    c/o Eugenie Patri Sebastien S.A., 488, route de Longwy, L-1940 Luxembourg    Director of EPS
Paul Cornet De Ways Ruart    Belgium    c/o Eugenie Patri Sebastien S.A., 488, route de Longwy, L-1940 Luxembourg    Director of Anheuser-Busch InBev, the Stichting and EPS
Stéfan Descheemaeker    Belgium    c/o Eugenie Patri Sebastien S.A., 488, route de Longwy, L-1940 Luxembourg    Director of Anheuser-Busch InBev, the Stichting and EPS

ANNEX A-5

Directors of Ambrew

 

Name

  

Citizenship

  

Business Address

  

Present Principal

Occupation

or Employment

Yann Callou    France   

5, rue Gabriel Lippmann, L05365

Munsbach, Grand Duchy of Luxembourg

   Anheuser-Busch InBev Group Manager Treasury Operations
Antonio Frascogna    Italy    Brouwerijplein 1, 3000 Leuven, Belgium    Anheuser-Busch InBev Group Director Control Parent Companies
Gert Magis    Belgium   

5, rue Gabriel Lippmann, L05365

Munsbach, Grand Duchy of Luxembourg

   Anheuser-Busch InBev Group Controller Parent Companies

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 9, 2016

 

ANHEUSER-BUSCH INBEV SA/NV
by  

/s/ Jan Vandermeersch

Name:   Jan Vandermeersch
Title:   Senior Legal Counsel Corporate
by  

/s/ Benoit Loore

Name:   Benoit Loore
Title:   VP Corporate Governance

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 9, 2016

 

STICHTING ANHEUSER-BUSCH INBEV
by  

*

Name:   P. Cornet
Title:   Class A Director
by  

/s/ Roberto Moses Thompson Motta

Name:   Roberto Moses Thompson Motta
Title:   Class B Director
*By:  

/s/ Sandrine Hirsch

  Sandrine Hirsch
  Attorney-in-Fact

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 9, 2016

 

EUGÉNIE PATRI SÉBASTIEN S.A.
by:  

*

Name:   P. Cornet
Title:   Director
by:  

*

Name:   A. Van Damme
Title:   Director
by:  

*

Name:   F. de Mevius
Title:   Director
*By:  

/s/ Sandrine Hirsch

  Sandrine Hirsch
  Attorney-in-Fact

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 9, 2016

 

AMBREW S.À.R.L.
by  

/s/ Gert Magis

Name:   Gert Magis
Title:   Manager
by  

/s/ Yann Callou

Name:   Yann Callou
Title:   Manager

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 9, 2016

 

INTERBREW INTERNATIONAL B.V.
by  

/s/ Gert Boulangé

Name:   Gert Boulangé
Title:   Director
by  

/s/ Daom Siero

Name:   Daom Siero
Title:   Director

EXHIBIT INDEX

 

Exhibit

No.

  

Description

2.1    Contribution and Subscription Agreement dated March 3, 2004 among the SB Group Companies named therein, the Stichting, EPS and InBev (incorporated by reference to the Schedule 13D relating to Ambev filed by the Original Reporting Persons on March 15, 2004).
2.2    Incorporação Agreement dated March 3, 2004 among Ambev, InBev, Mergeco and Labatt (incorporated by reference to the Schedule 13D relating to Ambev filed by the Original Reporting Persons on March 15, 2004).
2.3    Lock-up Agreement dated March 2, 2004 among EPS and BRC (incorporated by reference to the Schedule 13D relating to Ambev filed by the Original Reporting Persons on March 15, 2004).
2.4    Lock-up Agreement dated March 2, 2004 among InBev, Mr. Lemann, Mr. Sicupira and Mr. Telles (incorporated by reference to the Schedule 13D relating to Ambev filed by the Original Reporting Persons on March 15, 2004).
2.5    Interbrew Shareholders Agreement dated March 2, 2004 among BRC, EPS, Rayvax and the Stichting (incorporated by reference to the Schedule 13D relating to Ambev filed by the Original Reporting Persons on March 15, 2004).
2.6    Shareholders Agreement of Ambev executed on July 1, 1999 between the Fundação, Braco and ECAP, as well as Ambev, Mr. Lemann, Mr. Telles and Mr. Sicupira, the latter four as intervening parties (English translation) (incorporated by reference to Exhibit A to Amendment No. 1 to Schedule 13D relating to Ambev filed on October 27, 2000 by the Fundação, Braco S.A. and ECAP).

Exhibit

No.

  

Description

2.7    First Amendment to the Ambev Shareholders Agreement (incorporated by reference to the Schedule 13D relating to Ambev filed by the Original Reporting Persons on March 15, 2004).
2.8    Form of Amended InBev By-laws (English translation). (incorporated by reference to the Amendment No. 3 to the Schedule 13D relating to Ambev filed by the Reporting Persons on September 2, 2004).
2.9    Form of Amended Stichting By-laws (English translation) (incorporated by reference to the Amendment No. 3 to the Schedule 13D relating to Ambev filed by the Reporting Persons on September 2, 2004).
2.10    Form of Amended Stichting Conditions of Administration (incorporated by reference to the Amendment No. 3 to the Schedule 13D relating to Ambev filed by the Reporting Persons on September 2, 2004).
2.11    Joint Filing Agreement pursuant to Rule 13d-1(k) (incorporated by reference to the Amendment No. 3 to the Schedule 13D relating to Ambev filed by the Reporting Persons on September 2, 2004).
2.12    Letter dated March 2, 2004 to Mr. Lemann, Mr. Sicupira and Mr. Telles (incorporated by reference to the Schedule 13D relating to Ambev filed by the Original Reporting Persons on March 15, 2004).
2.13    Consent and Indemnity Agreement dated as of May 24, 2004 among Ambev, Interbrew, Mergeco and Labatt (incorporated by reference to the Amendment No. 1 to the Schedule 13D relating to Ambev filed by the Original Reporting Persons on March 27, 2004).

Exhibit

No.

  

Description

2.14    Shareholders Voting Rights Agreement, dated as of August 31, 2004, among Santa Erika Ltd, Santa Roseli Ltd., Santa Heloisa Ltd and Santa Paciencia Ltd., with Santa Ana C.V., Santa Vitoria C.V., Santa Carolina C.V., Santa Maria Isabel C.V., Mr. Lemann, Mr. Sicupira and Mr. Telles, as intervening parties, and S-BR, BR Global, Braco-M, Rougeval, Tinsel and BRC as acknowledging parties (Incorporated by reference to Exhibit C to the Schedule 13D relating to Ambev filed by BRC, Mr. Lemann, Mr. Sicupira and Mr. Telles on September 1, 2004).
2.15    Press Release, dated September 2, 2004 (Incorporated by reference to the Amendment No. 4 to the Schedule 13D relating to Ambev filed by the Reporting Persons on September 10, 2004).
2.16    Press Release, dated October 12, 2004 (Incorporated by reference to the Amendment No. 5 to the Schedule 13D relating to Ambev filed by the Reporting Persons on October 13, 2004).
2.17    Edital (Invitation to Bid), dated February 14, 2005. (Incorporated by reference to the Amendment No. 6 to the Schedule 13D relating to Ambev filed by the Reporting Persons on February 15, 2005)
2.18    Letter of Transmittal and cover letter, dated February 28, 2005 (Incorporated by reference to the Amendment No. 7 to the Schedule 13D relating to Ambev filed by the Reporting Persons on March 1, 2005).
2.19    Press Release, dated March 23, 2005 (Incorporated by reference to Amendment No. 8 to the Schedule 13D relating to Ambev filed by the Reporting Persons on March 28, 2005).
2.20    Press Release, dated March 31, 2005 (Incorporated by reference to Amendment No. 9 to the Schedule 13D relating to Ambev filed by the Reporting Person on April 5, 2005).

Exhibit

No.

  

Description

2.21    Instrument of Accession, dated July 28, 2005, to the Ambev Shareholders Agreement (Incorporated by reference to Amendment No. 11 to the Schedule 13D relating to Ambev filed by the Reporting Persons on April 26, 2006).
2.22    List of Old Ambev Common Shares acquired by the Fundação from June 17, 2004 through March 24, 2006 (Incorporated by reference to Amendment No. 11 to the Schedule 13D relating to Ambev filed by the Reporting Persons on April 26, 2006).
2.23    Individual Investment Program of the Fundação (Incorporated by reference to Amendment No. 11 to the Schedule 13D relating to Ambev filed by the Reporting Persons on April 26, 2006).
2.24    Amended and Restated Amendment No. 1 to Anheuser-Busch InBev Shareholders Agreement (Incorporated by reference to Amendment No. 12 to the Schedule 13D relating to Ambev filed by the Reporting Persons on December 19, 2008).
2.25    First Addendum to Amended and Restated Amendment No. 1 to Anheuser-Busch InBev Shareholders Agreement (Incorporated by reference to Amendment No. 12 to the Schedule 13D relating to Ambev filed by the Reporting Persons on December 19, 2008).
2.26    List of Old Ambev Common Shares acquired by the Fundação from December 9, 2008 through December 19, 2008 (Incorporated by reference to Amendment No. 12 to the Schedule 13D relating to Ambev filed by the Reporting Persons on December 19, 2008).
2.27    List of Old Ambev Common Shares acquired by IIBV from March 25, 2006 through December 19, 2008 (Incorporated by reference to Amendment No. 12 to the Schedule 13D relating to Ambev filed by the Reporting Persons on December 19, 2008).

Exhibit

No.

  

Description

2.28    List of Old Ambev Common Shares acquired by Ambrew from March 25, 2006 through December 19, 2008 (Incorporated by reference to Amendment No. 12 to the Schedule 13D relating to Ambev filed by the Reporting Persons on December 19, 2008).
2.29    Second Individual Investment Program of the Fundação (Incorporated by reference to Amendment No. 12 to the Schedule 13D relating to Ambev filed by the Reporting Persons on December 19, 2008).
2.30    Amended and Restated Anheuser-Busch InBev Shareholders Agreement, dated September 9, 2009 (Incorporated by reference to Exhibit 3.1 to Form 20-F filed by Anheuser-Busch InBev SA/NV on September 14, 2009).
2.31    List of Old Ambev Common Shares acquired by the Fundação from November 27, 2009 through February 12, 2010 (Incorporated by reference to Amendment No. 13 to the Schedule 13D relating to Ambev filed by the Reporting Persons on February 12, 2010).
2.32    List of Ambev Common Shares acquired by the Fundação from October 23, 2014 to December 24, 2014 (Incorporated by reference to Amendment No. 14 to the Schedule 13D relating to Ambev filed by the Reporting Persons on December 24, 2014).
2.33    New Ambev Shareholders’ Agreement, dated April 16, 2013 (English-language translation) (incorporated by reference to Exhibit 9.1 to Form F-4 filed by Old Ambev on July 8, 2013).
2.34    New ABI Shareholders’ Agreement, dated December 18, 2014 (Incorporated by reference to Amendment No. 14 to the Schedule 13D relating to Ambev filed by the Reporting Persons on December 24, 2014).
2.35    Powers of Attorney (filed herewith).
2.36    Funds Voting Agreement, effective November 1, 2015 (filed herewith).

EXHIBIT 2.35

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Sandrine Hirsch and Paul Alain Foriers signing singly, the undersigned’s true and lawful attorney-in-fact to:

 

  (1) execute for and on behalf of each of the undersigned, in the undersigned’s capacity as:

 

  a. (other than Arnoud de Pret) members of the board of directors of Eugénie Patri Sébastien S.A.;

 

  b. (other than Arnoud de Pret) members of the board of directors of EPS Participations S.à r.l.;

 

  c. (other than Arnoud de Pret and Frédéric de Mevius), Class A members of the board of directors of the Stichting Anheuser-Busch InBev;

 

  d. (in respect only of Paul Cornet de Ways Ruart and Arnoud de Pret), members of the board of directors of Rayvax Société d’Investissements S.A.;

 

  e. (in respect only of Paul Cornet de Ways Ruart and Arnoud de Pret), members of the board of directors of Sébastien Holding NV/SA

(each a “ Company ” and collectively, the “ Companies ”) Schedules 13D and 13G in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “ Act ”), and the rules thereunder;

 

  (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D or 13G, complete and execute any amendment or amendments thereto or joint filing agreements in respect thereof, and timely file such form with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and

 

  (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Section 13 of the Act.

This Power of Attorney shall remain in full force and effect until the Companies are no longer required to file Schedules 13D and 13G with respect to the Companies’ holdings of and transactions in securities beneficially owned by the Companies in accordance with Rule 13d-1 under the Act, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

This Power of Attorney shall be governed by the laws of the State of New York.

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Date: February 4, 2016     By:  

/s/ Paul Cornet de Ways Ruart

      Paul Cornet de Ways Ruart
Date: February 4, 2016     By:  

/s/ Alexandre Van Damme

      Alexandre Van Damme
Date: February 5, 2016     By:  

/s/ Grégoire de Spoelberch

      Grégoire de Spoelberch
Date: February 5, 2016     By:  

/s/ Stéfan Descheemaeker

      Stéfan Descheemaeker
Date: February 9, 2016     By:  

/s/ Frédéric de Mevius

      Frédéric de Mevius
Date: February 8, 2016     By:  

/s/ Arnoud de Pret

      Arnoud de Pret

[ Power of Attorney Signature Page ]

EXHIBIT 2.36

SHAREHOLDERS AGREEMENT

BETWEEN:

 

1. The STICHTING ADMINISTRATIEKANTOOR ANHEUSER-BUSCH INBEV organized under the laws of The Netherlands, with registered office at De Boelelaan 7, 1083 Amsterdam, The Netherlands,

hereinafter “the Administratiekantoor”,

represented by Roberto Thomson and Alexandre Van Damme;

AND:

 

2. The FONDS BAILLET LATOUR, a private limited liability company ( société privée à responsabilité limitée ) with a socially-inspired purpose with registered office at Grand’Place 1, B-1000 Brussels, registered with the Register of Legal Entities (Brussels) under number 0.476.641.964,

hereinafter the “ BL Fund ”,

represented by Jan Huyghebaert and Alain De Waele;

AND:

 

3. The FONDS VOORZITTER VERHELST, a private limited liability company ( société privée à responsabilité limitée ) with a socially-inspired purpose, with registered office at Brouwerijplein 1, B-3000 Leuven, registered with the Register of Legal Entities (Louvain) under number 0.410.892.691,

hereinafter the “ V Fund ”,

represented by Steve Leroy and Luc Hermans;

Parties 2 and 3 together being referred to as the “ Funds” ,

WHEREAS

The Parties are shareholders of the company limited by shares Anheuser-Busch InBev S.A. organized under the laws of Belgium with registered office at Grand’Place 1, B-1000 Brussels (hereinafter, the “ Company ”).

The Administratiekantoor has been constituted in order to reinforce and perpetuate the control over the Company, in particular with a view to pursue an industrial strategy of long-term growth in the interest of the Company and of its shareholders.

The Funds support this growth objective and, in order to enhance the efforts of the Administratiekantoor in a stable and lasting manner, wish to participate in the control of the shareholders’ meeting of the Company.

THE PARTIES AGREE AS FOLLOWS:

1 - Consultation

 

1.1 The Parties will consult each other in good faith in order to determine by common agreement the direction in which they will exercise the votes attached to the securities of the Company which they hold or would come to hold in the future, for each item listed on the agenda of any shareholders’ meeting of the Company.

 

1.2 Within five (5) working days following the first publication in the press of the convening notice to a shareholders’ meeting, each Party will communicate in writing to the other Parties its voting intentions for each item listed on the agenda of that shareholders’ meeting.

 

1.3 If the three Parties share the same voting intentions with regard to each item listed on the agenda, the Administratiekantoor will confirm this in writing to the Funds.

 

1.4 If the Parties do not share the same voting intentions, the Administratiekantoor will promptly convene their representatives to a consultation meeting during which they will endeavour to bring out common voting intentions. If, following this consultation, the Parties agree on the direction of the vote, the Administratiekantoor will confirm this in writing to the Funds.

If, following this consultation, and at the latest on the seventh (7) working day preceding the day of the shareholders’ meeting, the Parties can not agree on the direction of the vote with regard to certain items, the Funds hereby agree to align themselves on the direction determined by the Administratiekantoor.

 

1.5. If a Fund does not communicate its voting intentions in accordance with paragraph 1.2, or abstains from participating in the consultation referred to in paragraph 1.4, it will be irrevocably presumed to approve the voting intentions notified by the Administratiekantoor.

 

1.6 Each Party irrevocably undertakes (i) to exercise the voting rights attached to these shares in accordance with the direction resulting from the application of paragraphs 1.3, 1.4 or 1.5, (ii) to carry out the legal and statutory formalities in order to participate in the shareholders’ meeting and in the vote with all the securities with voting rights which it holds and (iii) to be present or represented at this shareholders’ meeting in order to exercise the said voting rights.

 

1.7 A Fund will however not be required to follow the voting instructions notified by the Administratiekantoor if this Fund demonstrates that this voting instruction is clearly contrary to its own corporate purpose. However, only those reasons expressly set out by the Fund in the initial communication of its voting intentions in accordance with paragraph 1.2 or at the consultation meeting referred to in paragraph 1.4, will be admitted as sound reasons in this respect.

2 – Duration

This agreement is entered into for a duration of nineteen (19) years beginning on November 1, 2015.

3 – Transfer of securities of the Company

 

3.1 With a view to achieving, in particular, the stabilisation objective of the Company’s shareholding set out in the recitals, the Funds commit themselves, for the duration of this agreement and except for what is provided in articles 3.2 to 3.5, not to transfer the securities of the Company which they hold, be it free of charge or against payment, by sale, company contribution, merger of otherwise.

 

3.2 Each Fund will however be allowed to freely transfer all or part of the securities it holds in the Company to a company which it directly controls, provided that, prior to the transfer, this company undertakes in writing vis-à-vis the other Parties to respect all the provisions of this agreement. The transferor Fund will remain guarantor of the execution of these provisions by the transferee company. The latter may itself only transfer the shares to another company it controls with the prior consent of the Administratiekantoor and following the adaptation of this agreement to reflect this new situation.

 

3.3 If a third party offers to a Fund to purchase, against payment in cash, all or a part of (i) the securities of the Company it holds directly, or (ii) the securities of a company controlled by the Fund and which directly holds securities of the Company, this Fund may sell them to such third party, provided the following procedure be followed:

 

  a. the Fund wishing to transfer all or part of its securities informs the Administratiekantoor thereof in writing, indicating (i) the identity of the candidate transferee, (ii) the number of securities to be transferred and (iii) the price offered by the candidate transferee, certifying in writing that the candidate purchaser has made a good faith offer and by annexing to this notification a copy of the offer of the candidate purchaser;

 

  b. each Fund hereby grants to the Administratiekantoor a pre-emption right on all or part of the securities that the third party proposes to acquire, and which may be exercised at the price offered by the third party, within 21 days as from the receipt of the notification referred to in point a. The Administratiekantoor may transfer this pre-emption right to one or several third parties which it will appoint and which will exercise it, as the case may be, for their own account;

 

  c. the securities for which the pre-emption right is not exercised may be freely transferred to the third party, at a price equal to or higher than the price indicated in the notification referred to in point a., provided that this transfer be made at the latest 30 days as from the expiry of the 21-days period provided in point b. If the transfer does not take place before the expiry of such period, the procedure provided for in this paragraph should be started over.

 

3.4 If a Fund wishes to sell all or part of the securities it holds in the stock market, it may only do so in accordance with the following procedure:

 

  a. the Fund wishing to sell these securities informs the Administratiekantoor thereof in writing, indicating the number of securities it proposes to transfer;

  b. each Fund hereby grants to the Administratiekantoor a pre-emption right in respect of all or part of the securities which the Fund proposes to sell in the stock market, and which may be exercised within 21 days as from the receipt of the notification referred to in point a., at a price per share equal to the average stock market price of the last thirty stock market days preceding the date on which the notification referred to in point a. has been sent. The Administratiekantoor may transfer this pre-emption right to one or several third parties which it will appoint and which will exercise it, as the case may be, for their own account;

 

  c. the securities for which the pre-emption right is not exercised may be freely transferred on the stock market, provided that this transfer occurs at the latest 30 days as from the expiry of the 21-days period provided in point b. If the transfer does not take place before the expiry of such period, the procedure provided in this paragraph should be started over. If the number of securities that the Fund proposes to sell in the stock market is such that a simultaneous sale is likely to disrupt the stock market price of the share, the Fund hereby undertakes to transfer the securities in a well-ordered manner, in order to prevent such a disruption. In such case, the 30-days period is extended to 4 months, and the Fund will make sure it keeps the Administratiekantoor informed of the accomplished sales.

 

3.5 If the securities concerned by the offer of the third party referred to in paragraph 3.3, or of which the sale in the stock market is envisaged as set out in paragraph 3.4, are held by a company directly controlled by a Fund and bound under this agreement as set out in paragraph 3.2, this company is required to comply with the pre-emption rights referred to in paragraphs 3.3 or 3.4.

4 – Absorption of the Company

In case of absorption of the Company by another company, this agreement will automatically be applicable to the securities of the absorbing Company issued to the Parties in exchange for their securities of the Company. In such case, the term “Company” used in this agreement will refer to the absorbing company.

5 – Information of the public and declarations of participation

The Parties will consult each other to define the content of each communication they would be required to make with respect to the existence or the content of this agreement, in particular in a public offer prospectus or for declarations of significant participations required by the articles of association and by the Belgian law of 2 May 2007 on the disclosure of significant participations in issuers whose shares are admitted to trading on a regulated market and laying down miscellaneous provisions.

6 – Notifications

 

6.1 Each notification or communication to be made in the framework of this agreement will be validly made by registered post or by express courier (delivered by a courier company of international reputation) sent to the below-mentioned addresses:

Administratiekantoor

Alter Domus

De Boelelaan 7

1083 Amsterdam

The Netherlands

Fonds BL

Grand’ Place 1

1000 Brussels

Belgium

Attention: the President

Fonds V

Brouwerijplein 1

3000 Leuven

Belgium

Attention: the President

A change in the above contact details will only be effective vis-à-vis the other Parties if this change has been notified to them beforehand in the way provided for in this article 6.

7 – Belgian law – Competent jurisdiction

This agreement is governed by Belgian law. Any dispute relating to the entering into, the validity or the execution of this agreement will be subject to the exclusive jurisdiction of the courts of Brussels.

Made in three original signed copies, each Party acknowledging receipt of its own copy.

 

For the ADMINISTRATIEKANTOOR

/s/ Roberto Thompson

Name:  Roberto Thompson

Title:    Director

Date:    

/s/ Alexandre Van Damme

Name:  Alexandre Van Damme

Title:    Director

Date:    

For the BL Fund

/s/ Jan Huyghebaert

Name:  Jan Huyghebaert

Title:    President

Date:    

/s/ Alain De Waele

Name:  Alain De Waele

Title:    Manager

Date:    

For the V Fund

/s/ Steve Leroy

Name:  Steve Leroy

Title:    President

Date:    

/s/ Luc Hermans

Name:  Luc Hermans

Title:    Manager

Date: