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Overview

Companhia de Bebidas das Américas - Ambev is the successor of Companhia Cervejaria Brahma ("Brahma") and Companhia Antarctica Paulista Indústria Brasileira de Bebidas e Conexos ("Antarctica"), two of the oldest brewers in Brazil. Antarctica was founded in 1885. Brahma was founded in 1888 as Villiger & Cia. The Brahma brand was registered on September 6, 1888, and in 1904 Villiger & Cia. changed its name to Companhia Cervejaria Brahma. Ambev, a Brazilian sociedade anônima, was incorporated as Aditus Participações S.A. ("Aditus") on September 14, 1998. Ambev is a publicly held corporation incorporated under the laws of the Federative Republic of Brazil.

Ambev’s main business is beer and we are the leaders in many markets with brands such as Skol, Brahma, Antarctica, Quilmes, Labatt, Presidente, among others. The Company also operates in the soft drinks (CSD) and non-alcoholic and non-carbonated (NANC) businesses with proprietary brands such as Guaraná Antarctica and Fusion, among others, in Brazil and through a partnership with PepsiCo in many countries where we operate. In 1997, Brahma acquired the exclusive rights to produce, sell and distribute Pepsi CSD products in northeastern Brazil and in 1999, obtained the exclusive rights to produce, sell and distribute Pepsi CSD products throughout Brazil. Since October 2000, Ambev has exclusive bottler and distributor rights for Pepsi CSD products in Brazil. In January 2002, we expanded our partnership with PepsiCo to include the production, sale and distribution of Gatorade. Currently our CSD and NANC portfolio also includes the brands H2OH! in the flavored water market and Lipton Iced Tea in the ready-to-drink tea market, which are also sold under license from PepsiCo. Our PepsiCo franchise agreement for Brazil expires in 2017, and thereafter, will be automatically renewed for additional ten-year terms absent two years’ prior notice by either party of its intent not to renew the contract following the expiration of the initial or any subsequent term.

Our expansion in the Americas started in 1994, when Brahma began its international presence through beer operations in Argentina, Paraguay and Venezuela. In 2003, after the creation of Ambev, the Company accelerated its expansion outside Brazil through a business combination with Quinsa, establishing a leading presence in the beer markets of Argentina, Bolivia, Paraguay and Uruguay. In 2003 and also during 2004, Ambev completed a series of acquisitions in markets such as Central America, Peru, Ecuador and the Dominican Republic. In the following year, the Company also started to operate in the beer industry in Canada through the merger of an indirect holding company of Labatt. Finally, in May 2012, Ambev expanded its operations in the Caribbean through a strategic alliance with E. León Jimenes S.A.

On December 31, 2016, Ambev closed a swap of assets transaction with AB InBev pursuant to which the Company transferred to AB InBev its businesses in Colombia, Peru and Ecuador, in exchange for which AB InBev transferred SABMiller plc’s Panamanian business to the Company.

Currently Ambev has operations in 16 countries: Brazil, Canada, Argentina, Bolivia, Chile, Paraguay, Uruguay, Guatemala, Dominican Republic, Cuba, Panama, Barbados, Nicaragua, Saint Vincent, Dominica and Antigua.

Below there is more information about the main transactions that were part of the history of Ambev.

Brazil

a. Creation of Ambev

Brahma was a company controlled by Messrs. Jorge Paulo Lemann, Marcel Herrmann Telles and Carlos Alberto da Veiga Sicupira through certain holding companies (the "Braco Group"), who collectively held a 55.1% voting stake in Brahma prior to the Brahma-Antarctica transaction. The remaining shares of Brahma were publicly held.

Antarctica was controlled by Fundação Zerrenner, which held an 88.1% voting interest in Antarctica before the Brahma-Antarctica transaction took place. The remaining shares of Antarctica were publicly held.

The creation of Ambev consisted of the combination of Brahma and Antarctica and was carried out over the course of 1999 and 2000. The combination first resulted in Ambev becoming the owner of 55.1% of Brahma’s voting shares and 88.1% of Antarctica’s voting shares, while the Braco Group and Fundação Zerrenner each owned, respectively, 76% and 24% of Ambev’s voting shares. Subsequently both Antarctica’s (September 1999) and Brahma’s (September 2000) minority shareholders exchanged their shares in Antarctica and Brahma for Ambev shares, causing both companies to become wholly-owned subsidiaries of
Ambev.

b. Brazilian Antitrust Approval

The transfer of control of Brahma and Antarctica to Ambev through the controlling shareholders’ contribution resulted in the creation of a leading company in of the Brazilian beer market. Brazilian antitrust authorities therefore reviewed the transaction to determine whether it would negatively impact competitive conditions in the relevant markets, or whether it would negatively affect consumers.

In April 2000, the creation of Ambev was approved by CADE subject to certain restrictions set forth in a performance agreement that Ambev entered into with CADE. CADE imposed no restrictions in connection with CSDs or other beverages produced by Ambev.

On July 28, 2008, CADE decided that all obligations under the agreement had been considered fulfilled.

c. Acquisition of Cintra

On April 17, 2007, Ambev closed the acquisition of 100% of Goldensand - Comércio e Serviços Lda. ("Goldensand"), the controlling shareholder of Cervejarias Cintra Indústria e Comércio Ltda. ("Cintra"), a local brewer with presence in the Southeast of Brazil. We subsequently acquired 100% of the capital stock of Obrinvest - Obras e Investimentos, S.A. which owned the Cintra brands.

On May 21, 2008, Ambev sold to Schincariol Participações e Representações S.A. ("Schincariol") the Cintra brands and distribution assets. Following the sale of the brands, the corporate name of Cintra was changed to Londrina Bebidas Ltda. ("Londrina"), on June 20, 2008. In July 2008, CADE issued its unrestricted approval of the Cintra acquisition and on April 28, 2009, in order to simplify Ambev’s corporate structure, our subsidiary Goldensand was merged into Ambev. There were no changes to Ambev’s capital stock.

d. Other relevant events

In March 2015, one of our subsidiaries acquired Wäls Brewery, a local craft brewer in the State of Minas Gerais. In 2014, Wäls was awarded the best dubbel for its brand ‘Wäls Dubbel’ in the World Beer Cup. Also in March 2015, Ambev and Whirlpool created B.Blend, a joint venture to develop and commercialize the first all-in-one capsule-based beverage machine.

In July 2015, one of our subsidiaries acquired Beertech Bebidas e Comestíveis Ltda., also known as Colorado, a traditional craft brewer from the city of Ribeirão Preto, in the state of São Paulo, that uses local ingredients in its productions.

Along with that, in April 2016, one of our subsidiaries acquired the Brazilian juice company "Do Bem", which sells a variety of juices, teas and cereal bars

Latin America South

In January 2003, Ambev consummated the acquisition of an interest in Quinsa, an indirect holding company of Cervecería y Maltería Quilmes S.A.I.C.A. y G., the largest Argentine brewer, and in Quilmes International (Bermuda) Ltd. ("QIB"), Quinsa’s subsidiary which is the holding company for all Quinsa’s operating subsidiaries in Argentina, Bolivia, Paraguay and Uruguay. Quinsa then owned an 85% interest in QIB. This transaction involved an initial acquisition of 37.5% of the total capital of Quinsa and 8.6% of the shares of QIB, resulting in a total ownership of 40.5% of Quinsa’s economic interest. During 2003, we acquired additional Quinsa Class B shares in the open market, increasing our total economic interest in Quinsa to 49.7% as of December 31, 2003. During 2004 and 2005, Quinsa conducted certain share repurchases pursuant to its share buyback program, increasing our total economic interest in Quinsa to approximately 59.2% as of December 31, 2005.

The acquisition of Ambev’s interest in Quinsa was approved with certain restrictions by the Comisión Nacional de Defensa de la Competencia ("CNDC"), the Argentine antitrust authority, related to the divestiture of certain brands and industrial assets. The sale of the brands and the plant was concluded in December 2006. Furthermore, in January 2007, the Llavallol malting plant was leased to Tai Pai Malting for a period of 10 years. The CNDC formally approved the fulfillment of the conditions set forth above in December 2006.

In October 2003, we agreed to acquire, through our Peruvian subsidiary Ambev Perú, certain production and distribution assets from Embotelladora Rivera, including two CSDs bottling plants. Among the assets acquired were the franchise for Pepsi products in Lima and northern Peru. In October 2009, the Company through its subsidiary Monthiers S.A., increased its equity in Ambev Perú from 85.62% to 100%.

In December 2003, we acquired an 80% interest in Cervecería Suramericana, and renamed it Compañía Cervecera Ambev Ecuador S.A. ("Ambev Ecuador"). In 2007 we acquired the remaining 20%.

In April 2006, Ambev agreed to acquire BAC’s (Beverages Associates Corp.) remaining shares in Quinsa. Upon the closing of the transaction, which took place on August 8, 2006, Ambev’s equity interest in Quinsa increased to approximately 91% of its total share capital.

On December 28, 2007, Ambev launched a voluntary offer to purchase the outstanding shares that were not owned by Ambev or its subsidiaries and on February 12, 2008, when the voluntary offer to purchase expired, the participation of Ambev in Quinsa´s voting interest increased to 99.56% and its economic interest increased to 99.26%. During 2008, Ambev, through its subsidiary Dunvegan S.A., continued to purchase Class A and Class B shares from Quinsa’s minority shareholders, increasing its voting interest in Quinsa to approximately 99.83% and its economic interest to approximately 99.81%.

In March 2009, Quinsa acquired from SAB Miller plc, 100% of the share capital of Bebidas y Aguas Gaseosas Occidente S.R.L., becoming the exclusive bottler of Pepsi in Bolivia.

In October 2010, Ambev effected a business combination with Cervecería Regional aimed at creating a stronger and more dynamic competitor in Venezuela, South America’s second largest beer market. After this transaction, Cervecería Regional’s controlling shareholders own an 85% interest in the combined venture and Ambev owns the remaining 15%. As a result, Ambev stopped consolidating its interest in the operational results of the Venezuelan investment. The combined venture is the second largest brewer in the Venezuelan market after Cervecería Polar."

On October 20, 2011, Ambev, through its subsidiary Labatt Holding A/S, being the holder of more than 95% of the issued shares of QIB (post-liquidation of Quinsa, which occurred through an offshore restructuring in 2010), exercised its right under Bermuda law and acquired the totality of the shares held by the remaining minority shareholders of QIB. whereby Ambev, as of October 20, 2011, increased its equity interest in QIB to 100% of issued shares.

On April 17, 2015, CRBS S.A., a wholly owned subsidiary of Ambev S.A., closed a transaction in which Ambev S.A. became the indirect owner of 100% of the shares of the Colombian companies BOGOTA BEER COMPANY SAS ("BBC") and CERVECERÍA BBC SAS ("Cerveceria BBC"), owners of one craft brewery in Tocancipá and 27 points of sales of craft beer.

On May 12, 2016, Ambev and its controlling shareholder, AB InBev, entered into an agreement for the exchange of shareholdings ("Swap"). The execution of the Swap was conditional on the implementation of the merger of the activities of AB InBev and SABMiller Plc ("SABMiller"), which occurred on October 10, 2016. Subsequently, on December 31, 2016, after the implementation of certain preparatory corporate acts, the Swap was effected. Based on the agreement described above, Ambev transferred to AB InBev the equity interest in Keystone Global Corporation - KGC, which held shares in companies domiciled in Colombia, Peru and Ecuador. On the other hand, AB InBev transferred to Ambev its interest in Cerveceria Nacional S. de R.L., a subsidiary domiciled in Panama, which had previously been acquired as a third party.

Expansion into Latin America North

In October 2002, Ambev and The Central America Bottling Corporation ("CabCorp"), PepsiCo’s anchor bottler in Central America, agreed to establish a 50/50 joint venture company - named Ambev Centroamerica - to act in, among other things, the production, importation, distribution, marketing and sale of Ambev’s products, especially beer, in Guatemala and other conuntries in Central America and the Caribbean.

In February 2004, Ambev acquired a 66% stake in Embotelladora Dominicana, C. por A. (named Ambev Dominicana), the Pepsi bottler in the Dominican Republic. Ambev then started a beer business in 2005 after the construction of a brewery. In August 2009, the Company, through its subsidiary Monthiers SA, increased its equity interest in Ambev Dominicana to 100%.

In May 2012, Ambev and E. León Jimenes S.A. ("ELJ") completed a transaction to form a strategic alliance to create the leading beverage company in the Caribbean. As a result, Ambev Brasil Bebidas S.A. ("Ambev Brasil"), a closely-held subsidiary of Ambev, owns an indirect 41.76% interest in Cervecería Nacional Dominicana S.A. ("CND"), and Ambev started consolidating CND’s results. Ambev also acquired a 9.3% stake in CND owned by Heineken N.V. ("Heineken"). The combined business includes beer, malt and soft drinks operations in the Dominican Republic, Antigua, Saint Vincent and Dominica, as well as exports to 16 other countries in the Caribbean, the United States and Europe.

In January 2014, one of our wholly-owned subsidiaries acquired from ABI a 50% equity interest in Bucanero, a Cuban company in the business of producing and selling beer. The other 50% equity interest in Bucanero is owned by the Government of Cuba. Bucanero is operated as a joint venture in which we appoint the general manager. Its main brands are Bucanero and Cristal, but it also imports and sells in Cuba other brands produced by certain of our other subsidiaries. Although Bucanero production is primarily sold in Cuba, a small portion of its production is exported to and sold by certain distributors in other countries outside Cuba (but not the United States).

On May 12, 2016, Ambev and its controlling shareholder, AB InBev, entered into an agreement for the exchange of shareholdings ("Swap"). The execution of the Swap was conditional on the implementation of the merger of the activities of AB InBev and SABMiller Plc ("SABMiller"), which occurred on October 10, 2016. Subsequently, on December 31, 2016, after the implementation of certain preparatory corporate acts, the Swap was effected. Based on the agreement described above, Ambev transferred to AB InBev the equity interest in Keystone Global Corporation - KGC, which held shares in companies domiciled in Colombia, Peru and Ecuador. On the other hand, AB InBev transferred to Ambev its interest in Cerveceria Nacional S. de R.L., a subsidiary domiciled in Panama, which had previously been acquired as a third party.

Canada and the InBev-Ambev transactions

In August 2004, Ambev and Interbrew (as it was then denominated), a Belgian brewer, completed a business combination that involved the merger of an indirect holding company of Labatt, one of the leading brewers in Canada, into Ambev. At the same time, controlling shareholders of Ambev completed the contribution of all shares of an indirect holding company which owned a controlling stake in Ambev to Interbrew in exchange for newly issued shares of Interbrew. After this transaction, Interbrew changed its company name to InBev (and, since 2008, to A-B InBev) and became the majority shareholder of Ambev through subsidiaries and holding companies.

The "InBev-Ambev transactions" consisted of two transactions negotiated simultaneously: (i) in the first transaction, the Braco Group exchanged its Ambev shares for shares in Interbrew S.A./N.V. ("Interbrew"); and (ii) in the second transaction, Ambev issued shares to Interbrew in exchange for Interbrew’s 100% stake in Labatt.

a. Exchange of Shares between Braco Group and Interbrew Founding Families

In March 2004, various entities controlled by the Braco Group entered into an agreement (the "Contribution and Subscription Agreement") with Interbrew and various entities representing the interests of the Interbrew Founding Families to exchange their controlling interest in Ambev for newly issued voting shares of Interbrew, which represented 24.7% of Interbrew’s voting shares.

Upon closing of this transaction in August 2004, (i) the Braco Group received approximately 44% of the voting interest in the Stichting, which thereupon owned approximately 56% of Interbrew’s common shares, and (ii) Interbrew received approximately a 53% voting interest and a 22% economic interest in Ambev.

Such voting interest was subject to the pre-existing Ambev Shareholders’ Agreement, as amended in connection with the InBev-Ambev transactions. In addition, Interbrew was renamed InBev.

b. Acquisition of Labatt

Pursuant to the Incorporação Agreement, Labatt Brewing Canada Holding Ltd. ("Mergeco") was merged into Ambev by means of an incorporação under Brazilian law. Mergeco held 99.9% of the capital stock of Labatt Holding ApS ("Labatt ApS"), a corporation organized under the laws of Denmark, and Labatt ApS owned all the capital stock of Labatt. Upon completion of the incorporação, Ambev held 99.9% of the capital stock of Labatt ApS, and, indirectly, of Labatt. As consideration for the acquisition of Labatt, Ambev issued Ambev common and preferred shares to Interbrew.

With the consummation of this transaction in August 2004, (i) Labatt became a wholly-owned subsidiary of Ambev, and (ii) Interbrew increased its stake in Ambev to approximately 68% of common shares and 34% of preferred shares.

c. Ownership structure of InBev and Ambev upon consummation of the InBev-Ambev transactions

i. InBev

Upon closing the InBev-Ambev transactions, 56% of InBev’s voting shares were owned by the Stichting, 1% was owned by the InBev Foundations, 17% were owned directly by entities and individuals associated with the Interbrew Founding Families and the remaining 26% constituted the public float.

The Braco Group became the holder of 44% of the Stichting’s voting interests, while the Interbrew Founding Families held the remaining 56% of the Stichting’s voting interests. In addition, the Braco Group and entities representing the interests of the Interbrew Founding Families entered into a shareholders’ agreement (the "InBev Shareholders’ Agreement") providing for, among other things, joint and equal influence over the exercise of the Stichting voting rights in InBev.

ii. Ambev

Upon closing the InBev-Ambev transactions, InBev became the owner of approximately 68% of Ambev’s voting shares, Fundação Zerrenner retained approximately 16% of such shares, and the remaining shares were held by the public.

iii. Mandatory Tender Offer

Pursuant to Brazilian Corporate Law, the entity then denominated InBev was required to conduct, following the consummation of the InBev-Ambev transactions, a mandatory tender offer (the "MTO") for all remaining outstanding common shares of Ambev. The MTO was completed in March 2005, and InBev (as it was then denominated) increased its stake in Ambev to approximately an 81% voting interest and a 56% economic interest. Fundação Zerrenner did not tender its Ambev shares in the MTO.

d. Acquisition of Lakeport

On February 1, 2007, Ambev announced that its subsidiary Labatt entered into a Support Agreement with Lakeport Brewing Income Fund ("Lakeport"). The transaction was concluded on March 29, 2007, when the holders of trust units tendered their units and all of the conditions of the offer were satisfied. Subsequent to the compulsory acquisition of the non-tendered units, Lakeport became wholly-owned by Labatt and has been fully integrated into Labatt’s business. The Competition Bureau concluded in January 2009 that there was insufficient evidence to establish that the transaction was likely to substantially lessen or prevent competition.

e. Other relevant events

In October 2015, Labatt Brewing Company Limited ("Labatt"), one of our subsidiaries, purchased the Mill Street Brewery, a craft brewer based in Toronto, with a portfolio of 70 unique and innovative beers. Founded in 2002, Mill Street is an award winning craft brewery and the largest producer of certified organic beer in Canada, with key brands such as Mill Street Original Organic Lager, 100th Meridian Amber Lager, Tankhouse Ale and Cobblestone Stout. Mill Street also operates popular brewpubs in Toronto and Ottawa.

In January 2016, our subsidiary in Canada acquired a range of ready-to-drink, cider and craft beer brands for the Canadian market from the Mark Anthony Group of Companies. These brand additions include recognized and innovative brands such as Palm Bay, Mike’s Hard Lemonade and Okanagan Cider, leveraging our near-beer platform by expanding our portfolio into the fast growing ready to drink and cider segments in Canada. The deal also included the Turning Point Brewery in British Columbia, which brews the Stanley Park family of brands.

Current Shareholding Structure

Ambev S.A. Shareholding Structure
June 30, 2017
ON %Outs
Anheuser-Busch InBev 9,726,265,061 61.9%
FAHZ 1,605,582,101 10.2%
Market 4,375,329,340 27.9%
Outstanding 15,707,176,502 100.0%
Treasury 10,438,917
TOTAL 15,717,615,419
Free float B3 3,042,693,627 19.4%
Free float NYSE 1,332,635,713 8.5%

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