SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • March 20th, 2013 • InBev Corporate Holdings Inc. • 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”).
AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • March 20th, 2013 • InBev Corporate Holdings Inc. • 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
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 AGREEMENTLabatt Services 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”).
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...InBev Corporate Holdings Inc. • March 20th, 2013 • 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...Rights Agreement • March 20th, 2013 • InBev Corporate Holdings Inc. • Beverages
INTERBREW SERVICES AGREEMENTInterbrew Services 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]InBev Corporate Holdings Inc. • March 20th, 2013 • 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.
June 22, 2004InBev Corporate Holdings Inc. • March 20th, 2013 • 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
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 LIMITEDIncorporacao Agreement • March 20th, 2013 • InBev Corporate Holdings Inc. • Beverages • New York
