Controlling shareholders – Shareholders’ Agreement

Our two direct controlling shareholders, Interbrew International B.V. (“IIBV”) and AmBrew S.A. (“AmBrew”), both of which are subsidiaries of Anheuser-Busch InBev (“AB InBev”), together with Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficência (“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 currently indirectly holds shares in Ambev representing 61.8% of the total and voting capital stock (excluding treasury shares). Thus, AB InBev has control over Ambev, even though (1) AB InBev remains subject to Ambev shareholders’ agreement executed by and among IIBV, AmBrew and Fundação Zerrener dated April 16, 2013 (“Ambev Shareholders’ Agreement”); and (2) AB Inbev is jointly controlled by Messrs. Jorge Paulo Lemann, Marcel Herrmann Telles and Carlos Alberto da Veiga Sicupira (“BRC Group”), and the founding families that were the former controlling shareholders of Interbrew N.V./S.A. (as AB Inbev was then denominated) (“Interbrew Founding Families”).

The parties to 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, Ambev Shareholders’ Agreement governs the voting of Ambev common shares subject to the agreement and the voting by Ambev of the shares of its majority-owned subsidiaries.

The old Ambev shareholders’ agreement was in effect up to and including July 1, 2019, and was replaced by a new shareholders’ agreement, the Ambev Shareholders’ Agreement, effective since July 2, 2019, considering Fundação Zerrener holds at least 1,501,432,405 Ambev common shares.

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.