NOTE: SIGNATURE(S) MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
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| CHECK HERE IF ADR CERTIFICATES HAVE BEEN MUTILATED, LOST, STOLEN OR DESTROYED, SEE INSTRUCTION 6. |
Ladies and Gentlemen:
The undersigned hereby tenders to INVERSIONES Y RENTAS S.A. (“IRSA”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 19, 2021, (the “Offer to Purchase”), and this letter of transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), receipt of each of which is hereby acknowledged, the number of ADSs of COMPAÑÍA CERVECERÍAS UNIDAS S.A., an open stock corporation (sociedad anónima abierta) incorporated under the laws of the Republic of Chile (the “Company”), specified below in connection with and subject to the terms of IRSA’s offer to purchase an aggregate amount of up to 16,390,172 issued and outstanding shares of common stock, no par value, of the Company (the “Shares”) from all holders, wherever located, and whether they currently hold such Shares in the form of Shares or American Depositary Shares (each representing two Shares), at a purchase price of Ch$6,800 per Share (equivalent to Ch$13,600 per ADS), in cash, without interest (the “Tender Offer Price”). The Offer is conducted in accordance with applicable United States securities laws and the 5th paragraph of Article 198 of Chilean Law No. 18,045. The Offer will be settled in the Bolsa de Comercio de Santiago, Bolsa de Valores by delivery of the Shares to the Chilean Share Tender Agent (as defined in the Offer to Purchase) against payment of the Tender Offer Price. The Tender Offer Price for the Shares represented by ADSs tendered to the ADS Tender Agent that are accepted for payment pursuant to the Offer will be paid by IRSA in Chilean pesos. However, IRSA has directed the U.S. Settlement Agent (as defined in the Offer to Purchase) to coordinate with the FX Agent (as defined in the Offer to Purchase) for the U.S. dollar conversion of the Tender Offer Price payable to holders of ADSs that are tendered to the ADS Tender Agent, upon instruction of the ADS Tender Agent and for the account of holders who tender their ADSs to the ADS Tender Agent. As a result, holders of Shares represented by ADSs tendered to the ADS Tender Agent that are accepted for payment pursuant to the Offer will receive payment in United States dollars converted at the ADS Tender Offer Price Exchange Rate (as defined in the Offer to Purchase), less distribution fees (as defined in the Offer to Purchase) and applicable withholding taxes, upon the terms and subject to certain conditions described in the Offer to Purchase. The undersigned acknowledges that the ADS Tender Offer Price Exchange Rate at which the Tender Offer Price is expected to be exchanged into U.S. dollars may fluctuate and that none of the U.S. Settlement Agent, the FX Agent, IRSA, the Chilean Share Tender Agent, or the ADS Tender Agent can guarantee the ADS Tender Offer Price Exchange Rate at which the Tender Offer Price is expected to be exchanged into U.S. dollars or the timing in which such exchange can be completed. If there are delays with the conversion of the Tender Offer Price into U.S. dollars, the settlement of the Tender Offer for holders of Shares who tender ADSs to the ADS Tender Agent may be delayed, and such delay may be substantial.
As a holder of ADR(s) evidencing ADSs, the undersigned is entitled to tender its ADR(s) in the Offer upon the terms described herein. Upon receipt by the ADS Tender Agent of (a) confirmation from IRSA of the acceptance of all or a portion of the Company Shares underlying the ADSs so tendered, and (b) the applicable Tender Offer Price for the ADSs so accepted, the ADS Tender Agent shall (i) distribute the net cash proceeds from the conversion of the Tender Offer Price into U.S. dollars as described above, without interest and less distribution fees and applicable withholding taxes, to the undersigned in consideration for the Shares underlying validly tendered ADS(s), and (ii) return the ADSs corresponding to Shares not purchased by IRSA to the undersigned, in accordance with the terms of the Offer.
The undersigned understands that receipt of cash pursuant to the Offer by a holder of ADSs may be a taxable transaction for U.S. federal income tax purposes and may be a taxable transaction under applicable state and local, as well as foreign and other tax laws. See “The Offer—Section 6. Tax Consequences—U.S. Federal Income Tax Consequences” in the Offer to Purchase. Each holder of ADSs is urged to consult his independent professional advisor immediately regarding the tax consequences of acceptance of the Offer.
The undersigned hereby represents and warrants that the undersigned has full power and authority to surrender, transfer and assign the enclosed ADR(s) with good, valid and marketable title transmitted herewith, free and clear of any lien, pledge, mortgage, security interest, claim, charge, option, right of first refusal, transfer restriction under any shareholder or similar agreement, encumbrance or any other