AMBEV S.A. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of , 2013Deposit Agreement • June 20th, 2013 • Ambev S.A. • Beverages • New York
DEPOSIT AGREEMENT dated as of , 2013 among AMBEV S.A., a company incorporated under the laws of Brazil (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
INDENTURE among AMBEV INTERNATIONAL FINANCE CO. LTD., as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Calculating Agent, Paying Agent and Authenticating Agent and DEUTSCHE BANK LUXEMBOURG S.A. as Luxembourg Paying Agent and Luxembourg...Indenture • June 20th, 2013 • Ambev S.A. • Beverages • New York
INDENTURE (the “Indenture”) dated as of July 24, 2007 among AmBev International Finance Co. Ltd. (the “Issuer”), a company incorporated with limited liability in the Cayman Islands (“Cayman Islands”), Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”), as calculating agent (the “Calculating Agent”) and as Paying Agent in New York (the “Paying Agent”) and Deutsche Bank Luxembourg S.A. as paying agent and transfer agent in Luxembourg.
SHAREHOLDERS’ AGREEMENTShareholder Agreement • June 28th, 2013 • Ambev S.A. • Beverages • Brussels
The Parties are shareholders of the company limited by shares InBev S.A. organized under the laws of Belgium with registered office at Grand’Place 1, B-1000 Brussels (hereinafter, the “Company”).
August ___, 2004 INTERBREW S.A. INTERBREW INTERNATIONAL B.V. COMPANHIA DE BEBIDAS DAS AMÉRICAS - AMBEV JALUA SPAIN S.L. TRANSFER AGREEMENTTransfer Agreement • March 20th, 2013 • InBev Corporate Holdings Inc. • Beverages • New York
INTERBREW INTERNATIONAL B.V., Ceresstraat 19, 4811 CA Breda, The Netherlands, a corporation organized under the laws of the Netherlands
INDENTUREIndenture • March 20th, 2013 • InBev Corporate Holdings Inc. • Beverages • New York
INDENTURE (the “Indenture”) dated as of July 24, 2007 among AmBev International Finance Co. Ltd. (the “Issuer”), a company incorporated with limited liability in the Cayman Islands (“Cayman Islands”), Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”), as calculating agent (the “Calculating Agent”) and as Paying Agent in New York (the “Paying Agent”) and Deutsche Bank Luxembourg S.A. as paying agent and transfer agent in Luxembourg.
LABATT SERVICES AGREEMENTServices Agreement • March 20th, 2013 • InBev Corporate Holdings Inc. • Beverages • New York
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto have agreed as follows:
GUARANTYGuaranty • March 20th, 2013 • InBev Corporate Holdings Inc. • Beverages • New York
GUARANTY (this “Guaranty”), dated as of July 24 , 2007, between COMPANHIA DE BEBIDAS DAS AMÉRICAS-AMBEV (the “Guarantor”), a sociedade anônima organized and existing under the laws of the Federative Republic of Brazil (“Brazil”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as trustee for the holders of the Notes issued pursuant to the Indenture (as defined below) (the “Trustee”).
AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholder Agreements • June 28th, 2013 • Ambev S.A. • Beverages
This AMENDED AND RESTATED SHAREHOLDERS AGREEMENT is made and entered into as of September 9, 2009 by and among BRC, a corporation (société à responsabilité limitée) duly incorporated and validly existing under the laws of Luxembourg, having its registered office at 13-15 Avenue de la Liberté L-1931, Luxembourg (“BRC”), Eugénie Patri Sébastien SA or EPS SA, a corporation (société anonyme) duly incorporated and validly existing under the laws of Luxembourg having its registered office at 5, rue Guillaume Kroll, L-1882, Luxembourg (formerly, Eugénie Patri Sébastien SCA) (“EPS”), Rayvax Société d’Investissements SA, a corporation (société anonyme) duly incorporated and validly existing under the laws of Belgium, having its registered office at 19, square Vergote, 1200 Brussels, Belgium (“Rayvax”) and the Stichting Anheuser-Busch InBev, a foundation (stichting) duly incorporated and validly existing under the laws of the Netherlands, having its legal seat in Rotterdam and its registered off
ContractLicense Agreement • March 20th, 2013 • InBev Corporate Holdings Inc. • Beverages • New York
LICENSE AGREEMENT dated as of March 21, 2005, between Companhia de Bebidas das Américas - AmBev, a corporation organized under the laws of the Federative Republic of Brazil (“AmBev”), and InBev S.A., a public limited liability company organized under the laws of Kingdom of Belgium (“InBev”).
A free translation of the original in Portuguese) FIRST AMENDMENT TO THE SHAREHOLDERS' AGREEMENT OF COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV FUNDACAO ANTONIO E HELENA ZERRENNER INSTITUICAO NACIONAL DE BENEFICENCIA, headquartered in the City of Sao...Shareholder Agreement • March 20th, 2013 • InBev Corporate Holdings Inc. • Beverages
MARCEL HERRMANN TELLES, a Brazilian citizen, married, economist, resident and domiciled in the City of Sao Paulo, State of Sao Paulo, registered with the
SHAREHOLDERS' VOTING RIGHTS AGREEMENT AND OTHER COVENANTS Among: a corporation duly incorporated and validly existing under the laws of the Federative Republic of Brazil, with head office at Av. Brigadeiro Faria Lima nr. 3729, 7th. floor (part), in...Shareholders' Voting Rights Agreement • March 20th, 2013 • InBev Corporate Holdings Inc. • Beverages
GUARANTY Dated as of July 24, 2007 Between COMPANHIA DE BEBIDAS DAS AMÉRICAS- AMBEV as Guarantor, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee for the Noteholders Referred to HereinGuaranty • May 22nd, 2013 • Ambev S.A. • Beverages • New York
GUARANTY (this “Guaranty”), dated as of July 24 , 2007, between COMPANHIA DE BEBIDAS DAS AMÉRICAS-AMBEV (the “Guarantor”), a sociedade anônima organized and existing under the laws of the Federative Republic of Brazil (“Brazil”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as trustee for the holders of the Notes issued pursuant to the Indenture (as defined below) (the “Trustee”).
INTERBREW SERVICES AGREEMENTServices Agreement • March 20th, 2013 • InBev Corporate Holdings Inc. • Beverages • New York
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto have agreed as follows:
Interbrew logo]Incorporação Agreement • March 20th, 2013 • InBev Corporate Holdings Inc. • Beverages
We refer to (i) the Incorporação Agreement dated as of March 3, 2004 (the " Incorporação Agreement"), among Companhia de Bebidas das Américas - AmBev ("AmBev"), Interbrew S.A. ("Interbrew"), Labatt Brewing Canada Holding Ltd. and Labatt Brewing Company Limited and (ii) the Mutual Confidentiality Agreement dated as October 15, 2003 (the "Confidentiality Agreement"), between Interbrew and AmBev. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Incorporação Agreement.
FIRST AMENDMENT TO GUARANTYGuaranty • March 25th, 2014 • Ambev S.A. • Beverages • New York
FIRST AMENDMENT TO GUARANTY, dated as of January 2, 2014 (the “Amendment”), between Ambev S.A., a sociedade anônima organized under the Laws of the Federal Republic of Brazil (“Ambev”), as successor company by merger of Companhia de Bebidas das Americas – Ambev (“Companhia de Bebidas”), and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), under the indenture, dated as of July 24, 2007 (the “Indenture”), pursuant to which AmBev International Finance Co. Ltd., a company incorporated with limited liability in the Cayman Islands (the “Issuer”), as issuer, issued R$300,000,000 of its 9.50% Notes due 2017 (the “Notes”).
A free translation of the original in Portuguese) FIRST AMENDMENT TO THE SHAREHOLDERS’ AGREEMENT OF COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEVShareholder Agreements • June 28th, 2013 • Ambev S.A. • Beverages
FUNDACAO ANTONIO E HELENA ZERRENNER INSTITUICAO NACIONAL DE BENEFICENCIA, headquartered in the City of Sao Paulo, State of Sao Paulo, at Avenida Brigadeiro Faria Lima No. 3.900, 11th floor, registered with the CNPJ under No. 60.480.480/0001-67, and duly represented herein in accordance with its association by-laws (hereinafter referred to as “FZ”);
SHAREHOLDERS’ AGREEMENT OF AMBEV S.A.Shareholders Agreement • June 20th, 2013 • Ambev S.A. • Beverages • São Paulo
FUNDAÇÃO ANTONIO E HELENA ZERRENNER INSTITUIÇÃO NACIONAL DE BENEFICÊNCIA, having its registered office in the city of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, No. 3900, 11th floor, registered with the Brazilian Federal Taxpayers’ Registry (“CNPJ”) under No. 60.480.480/0001-67, herein duly represented in accordance with its bylaws (hereinafter referred to as “FZ”);
June 22, 2004Termination of the Letter Agreement • March 20th, 2013 • InBev Corporate Holdings Inc. • Beverages
Reference is hereby made to (i) the Letter Agreement, dated as of March 3, 2004 (the “Letter Agreement”), by and between Labatt Holding B.V., a corporation organized under the laws of the Netherlands (“Labatt Holdco”), and Interbrew International B.V., a corporation organized under the laws of the Netherlands (“IIBV”), and (ii) the Incorporação Agreement, dated as of March 3, 2004 (the “Incorporação Agreement”), by and among Companhia De Bebidas Das Américas - AmBev, a corporation organized under the laws of the Federative Republic of Brazil (“AmBev”), Interbrew S.A., a public limited liability company organized under the laws of Kingdom of Belgium (“Interbrew”), Labatt Brewing Canada Holding Ltd., a company organized under the laws of the Bahamas (“Mergeco”), and Labatt Brewing Company Limited, a corporation organized under the federal laws of Canada (“Labatt”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the lncorporação Agreeme
SHAREHOLDERS’ VOTING RIGHTS AGREEMENT AND OTHER COVENANTSShareholders’ Voting Rights Agreement • May 22nd, 2013 • Ambev S.A. • Beverages
CONFORMED COPY INCORPORACAO AGREEMENT dated as of March 3, 2004 among COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV, INTERBREW S.A., LABATT BREWING CANADA HOLDING LTD. and LABATT BREWING COMPANY LIMITEDIncorporation Agreement • March 20th, 2013 • InBev Corporate Holdings Inc. • Beverages • New York
SHAREHOLDERS’ AGREEMENT OF AMBEV S.A.Shareholders Agreement • June 28th, 2013 • Ambev S.A. • Beverages • São Paulo
NOW, THEREFORE, FZ, IIBV and Ambrew enter into this Shareholders’ Agreement for the purposes and effects of Section 118 of Law No. 6,404, dated December 15, 1976, subject to the terms and conditions stated below, which the Parties freely agree to and which the Parties will comply with and cause compliance with:
