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Controlling shareholders – Shareholders’ Agreement

Our two direct controlling shareholders, Interbrew International B.V., or IIBV, and AmBrew S.A., or AmBrew, both of which are subsidiaries of Anheuser-Busch InBev, or AB InBev, together with Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficência, or Fundação Zerrener, held in aggregate 71.5% of our total and voting capital stock (excluding treasury shares) as of December 31, 2013.

AB InBev is a publicly traded company based in Leuven, Belgium. It is the leading global brewer and one of the world‘s top five consumer products companies. Find AB InBev’s website for more information: http://www.ab-inbev.com/

Fundação Zerrener’s mission is to provide mainly medical, hospital and educational assistance to employees and dependants of its sponsor - initially Companhia Antarctica Paulista and, since 1999, Ambev and its controlled companies based in Brazil. The Foundation acts for this cause since September 1936, with support from the endowment left by the couple Helena Mathilde Ida Emma Zerrenner and João Carlos Antonio Frederico Zerrenner, who was one of the founders of the old Companhia Antarctica Paulista, succeeded by Ambev.

AB InBev indirectly holds shares in us representing 61.9% of our total and voting capital stock (excluding treasury shares) as of December 31, 2013. AB InBev thus has control over us, even though (1) AB InBev remains subject to the Ambev shareholders’ agreement among IIBV, AmBrew and Fundação Zerrener dated April 16, 2013, or the Ambev Shareholders’ Agreement, and (2) AB Inbev is jointly controlled by Messrs. Jorge Paulo Lemann, Marcel Herrmann Telles and Carlos Alberto da Veiga Sicupira, or the Braco Group, and the founding families that were the former controlling shareholders of Interbrew N.V./S.A. (as AB Inbev was then denominated), or the Interbrew Founding Families.

On April 16, 2013, AB Inbev (through IIBV and AmBrew) and Fundação Zerrener executed a shareholders’ agreement to be applicable to Ambev, or the Ambev Shareholders’ Agreement. The parties to the Ambev Shareholders’ Agreement are IIBV and AmBrew, which represent AB Inbev’s beneficial interest in Ambev, and Fundação Zerrener, as well as Ambev, as intervening party, and AB Inbev, as intervening third-party beneficiary. Among other matters, the Ambev Shareholders’ Agreement governs the voting of the Ambev common shares subject to the agreement and the voting by Ambev of the shares of its majority-owned subsidiaries.

The Ambev Shareholders’ Agreement will be effective up to and including July 1, 2019, and will be replaced by a new shareholders’ agreement, or the 2019 Shareholders’ Agreement, to be effective starting on July 2, 2019, as long as at that time Fundação Zerrener holds at least 1,501,432,405 Ambev common shares, adjusted for any future share dividends, stock-splits and reverse stock-splits.

Click here to download the document effective up to and including July 1, 2019.

Click here to download the document effective since July 2, 2019.

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