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Becle, S.A.B. De C.V [Translation for informational purposes only] ANNUAL REPORT FILED IN ACCORDANCE WITH THE GENERAL PROVISIONS APPLICABLE TO ISSUERS OF SECURITIES AND TO OTHER PARTICIPANTS IN THE SECURITIES MARKET, FOR THE YEAR ENDED DECEMBER 31, 2018. BECLE, S.A.B. DE C.V. Guillermo González Camarena No.800-4, Col. Zedec Santa Fe, C.P. 01210, Mexico City, Mexico “CUERVO” Securities Representing the Capital Stock of the Issuer Characteristics Market in which they are registered Single Series Shares of Common Stock Bolsa Mexicana de Valores, S.A.B. de C.V. The securities of the issuer referred to above are registered in the National Securities Registry (Registro Nacional de Valores). Registration in the National Securities Registry (Registro Nacional de Valores) does not certify the soundness of the securities or the solvency of the issuer, or the accuracy or veracity of the information contained in the prospectus, and it does not validate the actions that, as applicable, have been performed in contravention of applicable law. [Translation for informational purposes only] TABLE OF CONTENTS 1) Overview 4 A) GLOSSARY OF TERMS AND DEFINITIONS 4 B) EXECUTIVE SUMMARY 7 C) RISK FACTORS 22 D) OTHER SECURITIES 42 E) MATERIAL CHANGES TO THE RIGHTS OF SECURITIES REGISTERED IN THE NATIONAL SECURITIES REGISTRY 43 F) PUBLIC DOCUMENTS 44 2) THE COMPANY 45 A) HISTORY AND DEVELOPMENT OF THE COMPANY 45 B) BUSINESS DESCRIPTION 49 i) Main Activity 49 ii) Distribution Channels 61 iii) Patents, licenses, brands and other agreements 63 iv) Main customers 64 v) Applicable law and tax conditions 64 vi) Human Resources 72 vii) Environmental performance 73 viii) Market Information 74 ix) Corporate structure 79 x) Description of the main assets 79 xi) Judicial, administrative or arbitral proceedings 81 xii) Shares representing capital 81 xiii) Dividends 84 3) FINANCIAL INFORMATION 86 A) SELECTED FINANCIAL INFORMATION 86 B) FINANCIAL INFORMATION BY BUSINESS LINE, GEOGRAPHIC ZONE AND EXPORT SALES 91 C) REPORT OF RELEVANT CREDITS 93 D) MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 96 i) Results of Operations 103 [Translation for informational purposes only] ii) Financial position, liquidity and capital resources 105 iii) Internal Control 107 E) ESTIMATES, PROVISIONS OR CRITICAL ACCOUNTING RESERVES 108 4) MANAGEMENT 110 A) EXTERNAL AUDITORS 110 B) RELATED PARTY TRANSACTIONS AND CONFLICTS OF INTEREST 111 C) MANAGERS AND SHAREHOLDERS 113 D) BYLAWS AND OTHER AGREEMENTS 120 5) Capital Markets 128 A) SHAREHOLDING STRUCTURE 128 B) SHARE BEHAVIOR IN THE SECURITIES MARKET 129 C) MARKET MAKER 131 6) RESPONSIBLE PERSONS 132 EXHIBITS Consolidated and audited financial statements as of December 31, 2018, 2017 and 2016 respectively, and for the years ended on such dates Exhibit 1 Statement of the external auditor Exhibit 2 Report of the Audit and Corporate Practices Committee for fiscal year 2018, and report of the statutory auditor of the Issuer for fiscal years 2018, 2017 and 2016 Exhibit 3 This Report contains information on the industry, the demographic conditions, the market conditions (including forecasts with respect to it) and the competition, which derives in part from internal studies and research, public information and industry publications. The statements of the Company are based on information that comes from independent sources which the Company considers reliable and statistics commonly used in Mexico, including, among others, The International Wine and Spirits Research. Typically, government and industry publications specify that the information included in such publications comes from sources that are considered reliable, but that there is no guarantee that such information is accurate and complete. Although the Company does not have reasons to think that this type of information is inaccurate in any material sense, it has not verified such information in an independent manner and, therefore, cannot guarantee that it is correct, accurate and complete. Likewise, the most updated information published by The International Wine and Spirits Research to the date of this Report is as of December 31, 2017, which is duly specified throughout such document. 1) OVERVIEW - 3 - [Translation for informational purposes only] A) GLOSSARY OF TERMS AND DEFINITIONS Except as otherwise defined in this report, capitalized terms used in this Report that are listed below, will have the following meanings, which will be equally applicable in singular or plural form: Term Definition “Shares” The single series, registered shares of common stock, with no par value shown, representing the variable part of the capital stock of the Issuer, which grant full corporate and property rights. The acquisition by JC Overseas, Ltd., a subsidiary of Casa Cuervo, S.A. “Bushmills Acquisition” de C.V., of the entire capital stock of Bushmills for an amount of US$718.7 million dollars ($10,665 million Pesos). “Blue Agave” or “Agave” Blue Agave Tequilana Weber. Bolsa Mexicana de Valores, S.A.B. de C.V. (The Mexican Stock “BMV” Exchange) “Bushmills” The Old Bushmills Distillery Company Limited. Federal Treasury Certificates. (Certificados de la Tesorería de la “CETES” Federación) General provisions applicable to securities issuers, and to other “Sole Circular Letter of participants of the securities market, issued by the CNBV, as amended Issuers” from time to time. The National Banking and Securities Commission (Comisión Nacional “CNBV” Bancaria y de Valores). Federal Antitrust Commission (Comisión Federal de Competencia “COFECE” Económica). “The Company” or “Issuer” Becle, S.A.B. de C.V. or “Becle” “Underwriting” The underwriting of Shares among the investing public. The shareholders agreement dated September 23, 2016, entered into by and between Juan Francisco Beckmann Vidal and Juan Domingo “Shareholders Agreement” Beckmann Legorreta, with the participation and agreement of the Company. National Chamber of the Tequila Industry (Cámara Nacional de la “CNIT” Industria Tequilera). “CRT” Tequila Regulatory Council (Consejo Regulador del Tequila). General Declaration for the Protection of the “Tequila” Denomination of “Denomination of Origin” Origin, published in the Federal Official Gazette (Diario Oficial de la Federación) on December 9, 1974, as amended in 1997. “Day” With uppercase or with lowercase, calendar day. [Translation for informational purposes only] Any day that is not a Saturday, or Sunday and in which credit institutions “Business Day” in Mexico and New York are open to the public, according to the calendar published by the CNBV for such purpose. “Diageo” Diageo plc, and its affiliates. “Australian Dollar” Legal tender in Australia. “Dollar” or “US$” Legal tender in the United States of America. Tequila Don Julio, S.A. de C.V. or the business of Tequila Don Julio, “Don Julio” S.A. de C.V., as the context may require. “Combined Entities” Refers to Becle and Sunrise Holdings, and their respective subsidiaries. “ERP” The Company's own enterprise resource planning system. “Audited Financial The Issuer's consolidated financial statements as of December 31, Statements” or “Financial 2018, 2017 and 2016, respectively, and for the years ended on such Statements” dates. “United States” The United States of America. Refers to the merger by absorption between the former Becle, S.A. de C.V., as the surviving company, and Sunrise Holdings, S.A. de C.V., as “Merger with Proximo” the merged company, which disappeared, that became fully effective on October 13, 2016. “i2i” Island2island Beverage Co. Securities Depository Institution (S.D. Indeval Institución para el “Indeval” Depósito de Valores, S.A. de C.V) “IWSR” The International Wine and Spirits Research. The laws, regulations, decrees, circular letters and other legal “Applicable Law” regulations of a federal, state and/or municipal nature that are in force in Mexico. “Pound Sterling” Legal tender in the United Kingdom. “Maestro Tequilero” Maestro Tequilero, S.A. de C.V. “Mexico” The United Mexican States. The senior notes issued by the Company on May 6, 2015 in international “2025 Notes” markets for US$500 million ($7,631 million), maturing in May 2025, and at an annual fixed interest rate of 3.75%. The International Financial Reporting Standards, issued by the “IFRS” International Accounting Standards Board (IASB). - 5 - [Translation for informational purposes only] The primary initial public offering for subscription and payment of 548,105,954 Shares (including 71,492,081 shares subject to “Initial Public Offering” overallotment options) that the Company carried out on February 8, 2017. “Pesos” or “$” or “MXN” Legal Tender in Mexico. “GDP” Gross Domestic Product Proximo Spirits, Inc., Proximo Spirits Holdings, Inc., Proximo Distribution “Proximo” Holdings Limited, and their respective subsidiaries Except as otherwise required by the context. “Report” This Annual Report. Refers to the Company's markets outside of Mexico and the United “Rest of the World” States. The National Securities Registry (Registro Nacional de Valores) “RNV” maintained by the CNBV. “Sunrise Holdings” Sunrise Holdings, S.A. de C.V., of which Proximo is a subsidiary. Compound Annual Growth Rate; calculation: (Last year/First year) “CAGR” Exponential (1/n)-1 where “n” is the difference of years. “NAFTA” North American Free Trade Agreement. United States-Mexico-Canada Agreement, which, if approved, will “USMCA” replace NAFTA. Net income plus depreciation and amortization, income taxes, interest expense, less interest revenue plus net foreign
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