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History, Development and Reorganization

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History, Development and Reorganization THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT HISTORY, DEVELOPMENT AND REORGANIZATION HISTORY We have a long history in Asia Pacific. In Australia, our history can be traced back to the 19th century, when we first established Cascade Brewery in Tasmania, Australia, a site where we continue to brew and sell beers today. Our oldest beer brand in China is Harbin, which dates back to 1900 when it was first brewed in Harbin, China. Our roots in South Korea date back to 1952, when we first brewed beer at Oriental Brewery. Over the years, as AB InBev has grown through its major combinations, acquisitions and divestitures, we have acquired breweries and brands that are embedded in local culture. KEY BUSINESS MILESTONES The following table sets forth our key development milestones: Year Event 1888 Foster’s Group was founded in Melbourne, Australia. 1900 Harbin Brewery, China’s oldest beer brand, was founded in Harbin, China. 1907 Carlton & United Breweries was founded. 1952 Oriental Brewery was originally established in South Korea. 1984 Entry into China: Interbrew began providing technology to Zhujiang Brewery, Guangzhou, China. 1995 Anheuser-Busch established a Budweiser brewery in Wuhan, China. 1998 Entry into South Korea: Interbrew entered into a joint venture with the Doosan Group in South Korea to operate the Oriental Brewery. 2003 Entry into India: SAB entered into a joint venture with Shaw Wallace Breweries in India. 2004 Interbrew and Ambev closed their merger transaction, creating InBev. Anheuser-Busch acquired Harbin Brewery Group Limited. 2006 Entry into Vietnam: SAB entered Vietnam for the first time with its joint venture with Vinamilk. 2008 InBev combined with Anheuser-Busch, whose key presence in China was in the northeast region, complementing InBev’s key presence in the southeast region and forming AB InBev. –61– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT HISTORY, DEVELOPMENT AND REORGANIZATION Year Event 2011 Entry into Australia: SAB acquired the Foster’s Group, a leading Australian brewer, along with Foster’s Group’s subsidiary, Carlton & United Breweries. 2014 AB InBev reacquired its 100% stake in Oriental Brewery, which it had previously sold in 2009. 2016 AB InBev completed its business combination with SAB – see “– Major Acquisitions, Disposals and Mergers” below. OUR SHAREHOLDINGS AND CORPORATE STRUCTURE Our Shareholders Our ultimate parent company, AB InBev, is a publicly traded company listed in Belgium, with secondary listings on the Mexico and South Africa stock exchanges and a listing of American Depositary Receipts on the New York Stock Exchange. AB InBev was indirectly interested in 100% of our issued share capital as at the Latest Practicable Date. For further details of AB InBev’s shareholders and the relationship among them, see “Substantial Shareholders.” MAJOR ACQUISITIONS, DISPOSALS AND MERGERS In October 2016, AB InBev completed its combination with SAB in a transaction that valued SAB’s entire issued and to be issued share capital at approximately £79 billion. As part of the transaction, we added Victoria Bitter, Carlton Draught, Carlton Dry and Pure Blonde to our portfolio of brands in Australia, and Haywards 5000 and Knockout to our portfolio of brands in India. In connection with this transaction, AB InBev also completed the sale of SAB’s 49% stake in China Resources Snow Breweries Limited to China Resources Beer (Holdings) Co. Ltd. for USD1.6 billion on 11 October 2016. See “Waivers from Strict Compliance with the Listing Rules and Exemptions from Strict Compliance with the Companies (WUMP) Ordinance and the SFO – Shorter Trading Record Period” for additional details regarding AB InBev’s combination with SAB. POST TRACK RECORD PERIOD ACQUISITION On 18 December 2018, we entered into an agreement with Jebsen Beverage Company Limited in relation to sales of Blue Girl beer in the PRC. See “Waivers from Strict Compliance with the Listing Rules and Exemptions from Strict Compliance with the Companies (WUMP) Ordinance and the SFO – Post Track Record Period Acquisition” for additional details. –62– OUR REORGANIZATION READ IN CONJUNCTION WITHTHIS THE DOCUMENT SECTION IS HEADED IN “WARNING” DRAFT ON FORM, INCOMPLETE THE AND COVER SUBJECT OF TO THIS CHANGE DOCUMENT AND THAT THE INFORMATION MUST BE Corporate Chart Immediately before the Reorganization In preparation for the [REDACTED] and in order to streamline our corporate structure, the following Reorganization is being undertaken. The Reorganization will be completed shortly before the completion of the [REDACTED]. The following chart sets forth the HISTORY, DEVELOPMENT AND REORGANIZATION simplified shareholder structure of the businesses and/or entities comprising our Group within the AB InBev Group prior to the commencement of Reorganization. Anheuser-Busch InBev SA (Belgium) Mexbrew InBev Ambrew S.A.R.L Investment S.A.R.L Belgium SA (Luxembourg) (Luxembourg) 67.62% (Belgium) 32.38% Anheuser-Busch 32.47% Europe Ltd (UK) ABI Netherland Holding B.V. (NL) 13.56% 53.97% ABI Australia ABI UK Holding Pty Ltd Holding 1 Limited (AUS) (UK) 99%3 SAB Australia AB InBev Beverage Holdings ABI Southern Anheuser-Busch AB InBev Global –63– Investment Holding LLP Holding Ltd InBev Asia B.V. Business Services Company Limited (UK) (UK) (NL) India Holdings B.V. (UK) (NL) SAB 55.85% SKOL Global Beverage Investments Interbrew Anheuser-Busch SAB Beer SKOL Beer SABMiller Business Services Pty Limited ALE Finance International B.V. North American Manufacturing Manufacturing India Holdings Private Limited (AUS) Services Limited (NL) Holding Corporation Company Limited Company Limited Limited (India) (UK) (US) (Vietnam) (India) (Mauritius) 44.15% Foster’s 2 25% Group Pty Ltd ~36.5% Anheuser-Busch Anheuser-Busch InBev ABI Australia Oriental AB InBev Sedrin Anheuser Busch (AUS) InBev Japan Vietnam Brewery Financing Pty Ltd AB InBev America Brewery, Co., Ltd. 4 Holding B.V. InBev China Pte Ltd Kabushiki Kaisha Company Limited (AUS) Holdings Limited (Korea) (NL) (Singapore) (Japan) (Vietnam) (UK) Foster’s Brewing Australia Group Pty Ltd Keytop Entities China (AUS) AB InBev Australia AB InBev Investments Ltd Anheuser-Busch Subs Investment Investments Holdings (BVI) Holding II B.V. Holdings Limited Company 2 Limited (NL) FBG (UK) (UK) Finance Pty Ltd 86.65%1 China (AUS) Budweiser InterBrew China ABI Australia Crown Beers Subs Hong Kong Holding Holding Limited Investment Ltd India Private Limited ~63% Company Limited (HK) (UK) (India) (HK) Public ~0.5% Horsinvest China China Holding Co Limited Subs Subs 0.87% Anheuser Busch (HK) InBev India Limited (India) China Subs 99.13% Anheuser-Busch Hong Kong Beer InBev (China) Holding Company Harbin Brewery Co. Ltd. Limited Group Limited (China) (HK) (HK) Shanghai Yejia China IT Consulting Co., Ltd Subs China (China) Subs 1 The remaining 13.34% in Crown Beers India Private Ltd is owned by Anheuser-Busch South Asia Holding Company Limited. 5 2 Shanghai The remaining 75% in Harbin Brewery Group Limited is owned by Anheuser-Busch International, LLC. Yueye Network 3 The remaining 1% in SAB Australia Beverage Holdings LLP is owned by SAB Capital AU Pty Ltd. Tech. Co., Ltd (China) 4 A third party owns a deferred share in Keytop with no meaningful economic rights and no voting rights. The AB InBev Group has exercised its right to acquire the deferred share which will then be transferred to the Group for no additional consideration. 5 Shanghai Yueye Network Tech. Co., Ltd is controlled by Shanghai Yejia IT Consulting Co., Ltd by way of a variable interest entity structure. Corporate Chart Immediately upon Completion of the Reorganization, the Capitalization Issue and the [REDACTED] READ IN CONJUNCTION WITHTHIS THE DOCUMENT SECTION IS HEADED IN “WARNING” DRAFT ON FORM, INCOMPLETE THE AND COVER SUBJECT OF TO THIS CHANGE DOCUMENT AND THAT THE INFORMATION MUST BE The following chart sets forth the simplified shareholder structure of the businesses and/or entities comprising our Group immediately upon completion of the Reorganization, the Capitalization Issue and the [REDACTED]. Anheuser-Busch InBev S.A. HISTORY, DEVELOPMENT AND REORGANIZATION (Belgium) ABI UK Holding 2 Limited (UK) AB InBev Investment Holding Company Limited (UK) AB InBev America Holdings Limited (UK) Interbrew International Y1 AB InBev America B.V. (NL) Holding (APAC) Limited (UK) X1 Z1 AB InBev Brewing Company Holdings (APAC) Limited (UK) AB InBev Brewing Company Public (APAC) Limited Trustee (UK) [REDACTED]3 [REDACTED]3 [REDACTED]3 Budweiser Brewing Company APAC Limited (Cayman) –64– Budweiser Brewing Budweiser Brewing ABI Australia Holding Anheuser-Busch (China Holdings) (Korea Holdings) (UK) Limited InBev Asia B.V. Limited Limited (UK) (NL) (Cayman) (HK) 2 Australia SABMiller Anheuser-Busch Business AB InBev Sedrin Keytop India Holdings Vietnam InBev Japan Korea India Business Holding B.V. Investments Ltd Limited Business Kabushiki Kaisha Business (NL) (BVI) (Mauritius) (Japan) ~36.5% ~0.5% China China Public Business Business ~63% Anheuser Busch InBev India Limited (India) Anheuser Busch AB InBev Investments InBev China Pte Ltd Holdings Company 2 (Singapore) Limited (UK) Budweiser Hong Harbin Brewery China Kong Holding Group Limited Business Company Limited (HK) (HK) China Business China Business 1 These
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