Illllllililllllllllil illllllillillltilil liltilil Iilil iltil lflil tiltililt lil tilt107112018004450

SECURITIES AND EXCHANGE COMMISSIONSECBuilding, EDSA,Greenhills,MandaluyongCity,MetroManila,Philippines

Tel:(632) 726-0931 to 39 Fax:(632)725-5293Email: mis@sec.gov.ph

Barcode Page

The following document has been received

Receiving Officer/Encoder : Mark Anthony R. OsenaReceiving Branch : SEC Head Office

Receipt Date and Time : July 11, 2018 04:20:23 PM

Received From : Head Office

Company Representative

Doc Source

Company lnformation

SEC Registration No.

Company Name

lndustry Classification

Company Type

Document lnformation

0000142312

GINEBRA SAN MIGUEL, INC

Stock Corporation

Document lD

Document Type

Document Code

Period Covered

No. of Days Late

Department

Remarks

107112018004450

17-C (FORM 11-C:CURRENT DISCL/RPT)

17-C

July 1 1, 2018

0

CFD

--

I

--

COVER SHEET

f,EcsnEuc wr

I

S. E. C. Registration Number1 4 2 3 1 2

G I N E B R A

S A N M I G U E L

I N c

(Company's Full Name)

3RD A N D 6TH F L o o R S

S A N M I G U E L

P R o P E R T I E S c E N T R E

S T F R A N c I S S T R E E T

o R T I G A S c E N T E R

M A N D A L U Y o N G c I T Y

(Busi ness Add ress : No. Street City/Town/Province)

CONCHITA P. JAMORAContact Person

841,5100Company Telephone Number

Dept. Requiring this Doc

Total No. lders

TYPE

Secondary License Type, lf Applicable

Domestic

Month DayAnnual Meeting

Amended Articles Number/Section

Total Amount of Bo

Foreign

3 1 SEC Form 17-C1 2

To be accomplished by SEC Personnel concerned

LGU

Cashier

File Number

Document l. D.

STAMPS

Remarks = pls. use black ink for scanning purposes

SECURITIES,AND EXCHANGE COMMISSION

SEC FORM 17-C

CURRENT REPORT UNDER SECTION 17oF THE SECURTTTES REGULATION CODE (SRC)

AND SRC RULE 17(bX3) THEREUNDER

1 fuly 11,2018Date of Report (Date of earliest event reported)

SEC Identification No. 142312

BIR Tax Identification No. TIN 000-083-856-000

GINEBRA SAN MIGUEL INC,

Exact name of registrant as specified in its charter

Philippines(Province, country or other jurisdiction ofIncorporation)

COMMON STOCKPREFERRED STOCK

6. (SEC Use Only)Industry Classification Code

286,327,84132,786,885

2.

3.

4.

5

7

8.

9.

3'a and 6th Floors, San Miguel Properties Centre, St. Francis Street,Ortigas Center, Mandaluyong City, Philippines[Address of principal office)

(+632) 841-5100IRegistrant's telephone number, including area code)

N/A(Former name or former address, if change since last report)The Registrant has not changed its address since its last report to this HonorableCommission.

10. Securities registered pursuant to Sections 8 and 12 ofSRC

Title of each Class Outstanding Capital Stockas offune 30,2018

2

1.1,. Indicate the item numbers reported herein:

Item 9: Other Events

Ginebra San Miguel Inc. filed the following disclosures with The Philippine Stock

Exchange, Inc. through its Electronic Disclosure Generation Technology System on luly 9,

2078:

1. PSE Disclosure Form 17-6 - Initial Statement of Beneficial Ownership ofSecurities [SEC Form 23-A of San Miguel Food and Beverage,lnc.) and

2. PSE Disclosure Form L7-7 - Statement of Changes in Beneficial Ownershipof Securities ISEC Form 23-B of San Miguel Corporation)

Attached are copies ofthe said disclosures.

Pursuant to the requirements of the Securities Regulation Code, the registrant dulycaused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GINEBRA SAN MIGUEL INC.

By:

P.JAssistant Corporate

July 11, Z0lB.

cR04489-2018

The Exchange does nol warranl and ho/ds no responsibilrty for lhe veracity of the facls and representations conlained in a// corporaledisclosures, including lfnancial reporls. A// dala conlained herein are prepared and submfted by lhe disc/osing pafiy lo the Exchange,and are dissemnated sole/y for purposes of mformation. Any questions on lhe dala contaned heren shou/d be addressed direcl/y lolhe Corporate lnformalbn Ofllcerof the drsclosing parly.

Ginebra San Miguel, lnc.GSMI

PSE Disclosure Form 17-6 - lnitial Statement of Beneficial Ownership of SecuritiesReferences: SRC Rule 23 and

Section 17.5 of the Revked Dbclosure Rules

Name of ReportingPercon

San Miguel Food and Beverage, lnc.

Requiring Jur 6, 2o1g

Principal Stockholder

Description of the Disclosure

Please see attached lnitial Statement of Beneficial Ownership (SEC Form 23-A) of San Miguel Food and Beverage, lnc.(SMFB) which was filed with the SEC on July 6, 2018. Relative to this filing, we advise as follows:

(a) The 216,972,000 common shares of GSMI were not crossed through the Exchange. Such GSMI shares were thesubject of the Deed of Exchange between San Miguel Corporation (SMC) and SMFB, and the disclosure of SMC to theExchange on July 6, 2018, a copy of which is also attached hereto.

(b) SMC and SMFB filed with the Bureau of lnternal Revenue on April 13, 2018 a request for a confirmatory tax-freeexchange ruling of the GSMI shares for SMFB shares covered by the Deed of Exchange, which to date, has not yet beenissued.

Note: Terms defined in the SEC Form 23-A of SMFB are herein adopted by reference

Date of EventStatement

Relationship ofReporting Person tolssuer

I

--1I---* 1

I

I__t

Filed on behalf by:

Name

Designation

Conchita Jamora

General Counsel and Assistant Corporate Secretary

,,

stflcE

Itlllil ililt lliltilil ililllilfl ililtililtililtilil iltfl ililtililtlffililil illtlilt1 0706201 8004433

SECURITIES AND EXCHANGE COMMISSIONSECBuilding, EDSA,Greenhills.MandaluyongCity,MetroManila,Philippines

Tel:(632) 726-0931 to39 Fax(632) 725-5293Email: mis@sec.gov.ph

Barcode Page

The following document has been recelved:

Receivlng Officer/Encoder : Marites S. Guevarra

Receiving Branch : SEC Head Office

Receipt Date and Time : July 06, 2018 04:58:41 PM

Received From : Head Office

Company Representative

Doc Source

Company lnformation

SEC Registration No.

Company Name

lndustry Classification

Company Type

Document lnformation

0000142312

GINEBRA SAN MIGUEL, INC.

Stock Corporation

Document lD

Document Type

Document Code

Period Covered

No. of Days Late

Department

Remarks

1 0706201 8004433

lnitial Statement of Beneficial Ownership

234June 29, 2018

0

CFD

FILED BY: SAN MIGUEL FOOD AND BEVERAGE, INC

.t

FORM 23.A

Rmina: R.pd o . EFfr lim ,or d ds d aquty seriic. bcn.todt Mad dlrldy d lndiEdy.

(Pdnt d TyF R6po.ts)

SECURITIES AND D(CHANGE COMMISSIONMetro Mrnlla, Phi,lpplnes

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

lk,

{U A p€coo i5 dr6c{y d irai6c{y thc ba.ficial ffi !a any.quity kuriv$i cFd to riidr ha h8 d SrB(A) Vdng p6sr*1.$ indd6 rha poGbd. db.idth. di.g oL sd eqrtf .ndbr(B) lffiglt pder wtlch lrclufi3 rh. F6r b .li.pc. d. d b dlrld $c dltF.l0fi .(, .@h edt/.

(a A p.en wlll b. d6hod b hft o irr('iEr bd!fidC ilirtrt m.ny.quiv R ltysiin L:(A) hdd b, fr.ME ot . FM'. hmldl.lr |lmlly .hirinC th. sm h@hold:(B) hdd by. Frtlefhip in Mlch.u.$ Fq b. ffil nrlili(C) held by. erpd.llon ol siiloh such pols i5 d od{roilirlo .h.dplde( odrld by. 6Donlio0 ol s,hLrr ru.i !.M b . qlrollin, CEBhold.r d(D) rubjd to *I 6tnct omDO.,M or unda*nding Sbh gic Dch pamn Fti^, W { inEdilnt poys wid} 6Fdb rch $curity.

z Db d EM Raqlinngffiil{hm}rYd0

June 29, 2018

Ginebra San Miguel, lnc. (GSMI){t so (Fil.0 (Middh) 6, RddoBnF otR.poitt!, P.M b kry

(cn.<r(.[.!dic.bb)otffi _X_totongOfior _Ods(96 fl! EE{/, ttpdy bt6,

, AilanCmntha ororlgiml[r,ldrD.firtr)

,|(ss.d)

(CilY) (Prdinc.) (Po.talcqde)Table 1 - Equity S@urltlos BomfEhfly OfiFd

t . Cls o, Equity S&urily B.Eficblt O/icd3. P@nb!.

l*) H.ld

a. OdrBahiDFcm: Oird (D) dIndM 0

5. Nit c ot hdircl Banaflchl Od!6hlp

216,972,00( 75.780k (D)

San Miguel Food and Beveraoe, lnc.

FORM 23{ lontnueo; Table ll - D€riwtiE Securities &nlfpillly OMGd (..9 , Emt!, optbns, @n€niba. sritie6)

Elpbnrtlon of Re6pons:

lntentiongl miistetercnb or ombtbor of lLads ir a Criminai yld*lbna undar tir SRC.

Note: Fib fre (5) copi$ o, thle torm, one ot which mu8t be manually slgned by the reporting pats,otheMis, ettact a @py of a Sp*lal PMr of Attorney authorizlng srch other persm to sign ln b€half of the reporling person.

Aflacn addrtionsl shcet6 if 3pa6 peilad 6 insufrcicnt.

(Print or IyfE Rssp6rs)

Page 2

I DeriEtiE Se@dty 2. D.te EcEieHoand E qiEuon Oate(MonthrDay^fea0

Title and Arbunt of Equlty SooudtLs

Unde(yrng &e Ddiwtiw Seuriyl- ConsEDn

oI E(eoieHbotUeMtmScdriv

5. OrilBhipFom ofDeilath[SbsnryDcot (O)orhdhol (l) '

0. tLtuEotlociBolBeneliclal OrneBhip

UAI9

ExercisbleupjmxonDat€ Tole

amunl slunbcrdShareB

Item 1

Item 2.

Item 3.

DISCLOSURE REOUIREMENTSIN CASE OF MATERIAL CHANGES IN BENEFICIAL OWNERSHIP(50% INCREASE/DECREASE OR EQUIVALENTTO 5o/o OF THE OUTSTANDTNG CAptrAL STOCK OF TSSUER)

Secudty and lssuer

whicfi are listed in the PSE. The rogistered addres6 ot GSMI is at the 3rd and 6th Floors, San Miguel Properdes Centre, St Francis Sr.gt, Orligas Center, MandaluyongCity, Philippines.

ldentity and Backg roundThis roport is ,iled by San Miguel Food and Beverage, lnc. ("SMFB"), a corporetion organized and existlog under Philippine la\fis, is ths parent company of various food

of feeds and flour products, cooking oils, breadfill, desserts and dairy+ased products, biscuib and powde, mixes, importetjon and marketing of cofiee and cofieo{elatodproducts, and grain terminal handling. lts shares are listed on the PSE. The tegistered office address of SMFB is at 23rd Floor, Th€ JMT Corporete Center Condominiurn,ADB Avenue, Ortigas Center, Pasig City, Philippines.

SMFB and any of i$ dfectors and officers, have not, during the last five (5) years: (i) been conyic,ted ln a criminal proceeding, or (ii) been a party to a cMl proceeding of ajudicial or administrative body competent jurisdictron, domestic or foreign, and as a result of such procoeding was or is eubject to any order, judgement or decree, not

commoditias or banking.

Pu,pose ot TransactlonThe lransfer of GSMI and San Miguel Brewery lnc. ("SMB") shares by San Migucl Corporation ("SMC") in favor of SMFB h exchange for the issuance by SMFB of theSMFB common shares to SMC is set out in the Decd of Exciange executed between SMC and SMFB, dated 05 April 2018 (the "Daed of Exchangc').

The fansaction is part of SMC'S continuing efforts to rationalize its brrsinesses and corporate organization, with the end h view of implgm6nting such an internalrest'ucturing that is aimed at consolidating all its food and bsverage businesses, which include GSMI and SMB under SMFB. The ralionale for tho tansaction includes thafollowing, among otheB, namely:

'crystalize and further enhance the value of SMC'S diversitied consumBr business and croate a unique group focusod on the foad and beverage;

' harness tre pooling and optimizatlon of market knowiedge, customer access, distibuton and logistics notwork of he lntegrated busineEses resultjng from 0re Transaction;' benellt ftom the synergies and cost savings ftom shared intastuctre and group.wide procurement, leveraging on its size and extent of reach;

' streamline and coordinate decision-making and capital allocation across the food, and beverage groups;

' provide investors with a continuing opportJnity and access to a stong and dominant food and bevorage listed securities wih stable cash generation and sustainablegroyd'l; and

' provide business integration of the food and beverage business of SMC and potentialv unlock lhe valu6 of he those combined business segments under SMFB which, intum, is expected to enhance the value of tre existing and additional investments of SMC, ultimately benofitting he stockholders and the entire conglornerate.

Item 4.

Item 5.

Item 6.

lnterest in Securites of tte lssu6tSMC and SMFB executed a Deed of Exchange covering the transfer by SMC ot its (D 7,859,31 9,270 common shares in SMB at the price of Php41 .38 por SMB common

share, and (ii) 216,972,000 common shares in GSMI at the price of Php51.30 pet GSMI common sharo, in exchange for 4,242,549,130 shares in ib subsidiary, SMFB at

the price of Php79.28 per SMFB common share. The Deed of Exchang€ wE6 executed on 05 April 201 8 and approved by tho SEC on 29 June 2018.

The holdings of SMFB in GSMI increased from NIL to 216,972,000 representing 75.78% ol the total outstanding common shares ot GSMI.

SMFB has a direct End ths sole powar to vote or direc.t the vote on, and dispose or direcl the disposltion of the GSMI common shares registorsd in tre name of SMFB.

Other than the aforementioned transactjons, there were no other transactions involving SMFB and the GSMI comfnon shares that were eficcled during the past sW (60)

days.

Contracb, Arrangements, UndsEtandlngs or Relafionshlps wlth Respoct to Securloes ot tho lasuer

Other $en as mentioned in ltem 4 above, there ae no contracls, anangemonb, und6rstanding, or rolationships bet/voen SMFB and oth6, person with respect to afiy offio

of profits, division ot profits or loss, of the giving or wihholding of proxias. The GSMI shares ownod by SMFB ar. not pledged or othetwiss subl.ct to a contingenry the

occunence of which would give anoher person voting powsr or inv6smcnt power over such sccurity.

Matedal to be Flled as Exhlblts

of loans, guaranlees against losses or the giving or withholding of any prory. However, as an integral part of the overall restructuring plan ol conso$dating all the lood and

beverage businesses of SMC under SMFB, Managemont intends to pursue a follow-on offering covering SMFB shares to comply vrith the midmum public ownership

requirement of the PSE and to provide the public the continuing opportunity to invest in SMFB, which b envisioned to be a dominant, stabl6 and fully intcgrated food and

beverage company. SMC will retain contol of SMFB after such lollow-on offering.

in the City of Mandaluyong on 06 July 2018.

For: SAN MIGUEL FOOD AND BEVERAOE' lNG.

Ma,r#Corporate Secretary

ffi@

SAN MIGUCL CORPORATION

July 6, 2018

The Philippine Stock Exchange, !nc.Disclosure Departmentu'n Floor, Philippine Stock Exchange Tower28th Street, corner Sth AvenueBonifacio Global City, Taguig City

Attention Janet A. EncarnacionHead. Disclosure Department

Genllemen

We advise that on July 5, 2018, San Miguel Food and Beverage, lnc. ("SMFB") receivedthe Certificate of Approval of lncrease of Capital Stock and Certificate of Filing of AmendedArticles of lncorporation (amending Article Vll thereof), both issued by the CompanyRegistration and Monitoring Department of the Securities and Exchange Commission, dated aiof June 29, 2018.

As confirmed by our disclosure dated April 6, 2018, the Company agreed to transfertoSMFB its shares in San Miguel Brewery lnc. and Ginebra San Miguel lnc. in consideration forthe issuance of 4,242,549,130 common shares of SMFB to be issued out of the increase in theauthorized capital stock of SMFB (the "Share Swap"). ln view of the approval of the amendmentof the articles of incorporation to increase the capital stock of SMFB, the Share Swap has beeneffected as of June 29,2018, the same date of effectivity of the capital increase of SMFB.

Very truly yours,

FERDINAND K. CONSTANTTNOCorporate lnformation Officer

40SANMIGUELAVENUE,MANDA-'Y0NGcrryrssOMErRoMANrLA,pHrLrpprNEs rE..Nos.(s32)s32.3@o

cR04488-2018

The Exchange daes not warranl and ho/ds no responsibility for lhe veracity of the facts and representatbns contained in a// corporatedisclosures, ncludng financr'al reports. A// dala contained herein are prepared and submitted by the dbc/osing paiy to the Exchange,and are dissemmaled solely for purposes of informalion. Any questions on lhe data contamed heren should be addressed direclly tolhe Corporate /nformation Officer of the disc/osing paiy.

Ginebra San Miguel, lnc.GSMI

PSE Disclosure Form 17-7 - Statement of Changes in BeneficialOwnership of Securities

References: SRC Rule 23 andSection 17.5 of the Revised Dsclosure Rules

Name of ReportingPercon

San MiguelCorporation

Relationship ofReporting Person tolgsuer

Principal Stockholder

Description of the Disclosure

Please see attached Statement of Changes in Beneficial Ownership (SEC Form 23-B) of San Miguel Corporation (SMC)

which was filed with the SEC on July 6, 2018. Relative to this filing, we advise as follows:

(a) The 216,972,000 common shares of GSMI were not crossed through the Exchange. Such GSMI shares were the

subject of the Deed of Exchange between SMC and San Miguel Food and Beverage, lnc. (SMFB), and the disclosure ofSMC to the Exchange on July 6, 2018, a copy of which is attached hereto.

(b) SMC and SMFB filed with the Bureau of lnternal Revenue on April 13,2018 a request for a confirmatory tax-freeexchange ruling of the GSMI shares for SMFB shares covered by the Deed of Exchange, which to date, has not yet been

issued.

Note: Terms defined in the SEC Form 23-B of SMC in GSMI are herein adopted by reference.

Filed on behalf by:

Name

Designation

Conchita Jamora

General Counsel and Assistant Corporate Secretary

t,

I

llllllllllllllllllllllllllllllll ililil[!iltil !ilil IIil iltil ililllllil lllltilil til107062018004438

SECURITIES AND EXCHANGE COMMISSIONSECBuilding, EDSA,Greenhills,MandaluyongCity,MetroManila,PhilippinEs

Tel:(632) 726-0931 to 39 Fax(6321725-5293Emait: mis@sBc.gov.ph

Barcode Page

The following document has been recelved:

Receiving OfficerlEncoder : Marites S. Guevarra

Receiving Branch : SEC Head OfficeReceipt Date and Time : July 06, 2018 04:58:41 PM

Received From : Head Office

Company Representative

Doc Source

Company lnformation

SEC Registration No.

Company Name

lndustry Classification

Company Type

Document lnformation

0000142312

GINEBRA SAN MIGUEL, INC

Stock Corporation

Document lD

Document Type

Document Code

Period Covered

No. of Days Late

Department

Remarks

107062018004438

Statement of Changes in the Beneficial Ownership

238June 29, 2018

0

CFD

FILED BY: SAN MIGUEL CORPORATION

COVER SHEET

,l 4 2 3 1 2

G I N E B R A

e A N M I G U E L

I N c

(Company's FullName)

A N D F L o o

c A N M I t, U E L

P R o P F R T I E S c E N T R E

S T F R A N C I S S T R E E T

o R T I G A S c E N T E R

M A N D A L U Y o N G c I T Y

(Business Address: No. Street CitylTown/Province)

Month Day

Number

DayAnnual Meetlng

thls Doc. Amended Articles

Total Amount of

n

841-s100

1 2 3 1 S 23-B II

To be accompllshed by SEC Pereonnel concerned

LCU

CashisrDocument l. D.

STAMPS

Remarks = pls. use black ink for scanning purposes

Month

FORM 23A

SECURITIES AHO A(CHANGE COI{MISS'O}I

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECUR|NESFiled prlHt lo Seslion 23 ol the Seurilies ReguHbn CodeE cnelElEbEq&qd

bmgq&ml

Rddar REto a r9rril tN ni d -

dqoar E b lan franr fr|d &adI r hdiEfr.

(fthr u IlD. i..roE)

ffi d e, .qtiy svrty r,Sl a?ad b SUt na haa or 5fu:b so, - b dt€ ha Ealle d. d *uty. &lrt

(8) ffi ffi ritbh H@ tu rb Ap d. cb t o.lh *rdid. *r eily.(2) A p..h !'{ D dd b hs rn idt6 b*[ hd h ry .4rrly @rty itath a

(A) m 5y 65r" FM.hffi hrrfifrtfiam tu{ttctlt(B) B br. F.tuSbh$lchd m b.e{ftFrbq(C) M by . 6E.tbn oatltu rdr p.o ta dtdtf ftfrtot q(o) axrldb.ny 6h.{ mh!ffi 6qid.srdtrg sbt giGrsc.m wE Iw dhffi ,m,*tGpe.{b*n Edrt

(r) A p.M idldyc Hidyhb..tHd6) W.l{poi..6hE@rir.

r. r.m. .m ,wI6 or xalbme PaMn

San Miguel Cdpor€lionffiC/O SAN MIGUET CORPORANON

1rc,

re@pdlwmD6s(OtGl .[ .pplirlh)

DtEld t* tuar

Onret(tir {!. bbi)

--J- oth4 (g..Iy b.Lr,lot CMf q lr@(9t00

io SAN T'OUEI AVE., MANDALUYOI{O CTTY

{. ceftnD

Filiprno

6 f ftBndffit oat olO,rCd (M6hYu)

{c,ry, (Mlcd.)Trble I Equity S€curli6 SemfrcUry Oin.d

2rtffi0t

lltffoDy/r.&)L S.ori66 rcwld A) c tE €.d o, (Dl

t tuafthD FqfrOlft (D) d Ldld

5 N.tu..dhf-lB.ffitmdF

Common 29t06,n018 (D) P51,30 o.0% {D)

Common 208,01 7,1 75 208.01 7.1 76 il) SMC is tlE conlrollin0

shaeholdg mim 95.87%

ot the cmlrm shss oI San

(SMFB). lhe dhedsharehoUer ot GStll.

Preferred 10.27o/o 32.786.885 (D)

lrktElFdadReffi lm

FORM 23€ tmnu*l T.blr ! - Dnffi SGurib AqoiG<l Oapo.d o,, q B.m,E.rt Odnd(a.g., mdrit. cDd6, @ilarilL *u.{Lr)

BMM *cunty

d Oqi\6dwS6rdty

O.t€(lffir,D.yfY,

Aoqdr.d (4 d Cri6p€.d of (D) Eilosbla and

Ertir.t@ Da!.(lrdfi/DaylY@0

Unddyhg Ssudtj.r OariEMSatrt).

DtiElii&culd..B.noficlrfyOii.d rlEddilo.rrr

.ftp fmoa Odlttrt.3rcdtfoic{D)

dE(lr'

TO, Nil€st lndlrdB.n lkialOil.trhip

(^) q (0) DC. rib {umb,, Sh.c

not apolicable

Erptadtd 4 R-poi5i

tMionrl mhl$ffi c d*riha o, b b a Crinind Vlobdod udx lh. sRC.

Nota Fllr tu (5) co*B oI thb fom, m o{ u,tlidr mud be m.rudry sign6d b, $. Dportino pGMothmil. rtirch s cogy ol I Sp€H Pffi ol Atroruy elhorldng slEh olhd pslu b Cgn h bdull ol lho Bpodltlg !olw.

Aeh rdtu l $* drFdp@red iilnetfcbnt

Item 1.

Item 2.

Itcm 3.

DISCLOSURE REOUIREMENTSIN CASE OF MATERIAL CHANGES IN BENEFICIAL OWNERSHIP(50/o INCREASE/DECREASE OR EQUwALENT TO 5% OF THE OUTSTANDTNG CAPITAL STOCK OF ISSUERI

Secualty and lssuerThe class of oquity securities subject of this report ls the common Gharos of Ginebra San Miguel lnc. ("GSMr'), a corporation organized and existing undst Philipplne laws,

with he Philippine Stock Exchange (the "PSE").

lda0ty ard Backgroundfhis report is filed by Ssn Migucl Corporation ("SMq), a corporation dut org*ized and existng under the Philippin€ lans, with Princbal address al No. 40 9an Miguel

Avenue, Mandaluyong City. Meto Manila, Philippines. SMC is engaged in various businesses, including beverage. food ard packaging, energy, mining, fuBl and oil,

infrasfwlure. and real estate property management and dev€lopment.

SMC and any of its directors and offcers, have oot, during h€ last five (51 y6ar6: (i) be6n convircd in a criminal proceeding, or (ii) b.6n a party to a civtr procoeding of a

judicial or administralivr body compctont jurisdiclion, domcatic or loroign, and ae a result of such proceoding was or is subject to any uder, iudgemant or dectee, not

iubsequenty reversed, euspended or vacat6d, permanentt or tomporar{y enjoHng, baning, suspgnding or otherwise limiting hvolvmcnt h arry qFa of business. sccuriti66,

Gommoditjes or banking.

Purposc of TransactlonThe transfer of Ginebra San Miguel lrp. ("GSMD and San Miguel Brewery lnc. C'SMr) shares by SMC in tavor of SMFB in cxchange fot the is6udlco by SMFB of heSMFB Sharos to SMC is set out in the Do6d of Exchange exccritcd bstwocn SMC and SMFB, dal€d 05 April 2018 (the'Dced of Exchano€).

The kansaction is part of SMC,S continuing efforts to rationalize iB bushesses and corporate organizalion, with the ard in view of implementing srch an hternal

restructJring that is aimed at consoltdating all its food and boverage businssses, which inctrrd€ GSMI and SMB under SMFB. The ratonale for ule tsansaction incuaes tha

following, among others, namely:

, crystdize and further enhance lhe value of SMC'g diversified consumsr business and create s un(ue group focused on the food and beverage;

, harness the pooling and optimization of market knowledge, customer access, distibution and logistbs network of lh6 inEgratBd busine6ses resulting tom the Transaction;

. benefit from the Eynergies and cost Eavings fiom shared infrasuwtJr? and groupwkie procurement, lwcraging on its sizc and cxt nt of reach;

. sfeamline and coordlnate decidon-making and capital allo6ation aorosG tho food, and bcverago groups;

. provide investors wifr a continuing opportrnity a1d acc€ss to a 6tong and dominant food and bevcrage listod seouitica wih staHe cash generation and $stahable

grolvth, and. provide business integration oi the food and bevarage bcinsss of sMc and poter*ially unlrck th€ value ot th€ ti6e mmbined bcinsss *gments undor SMFB which, an

t,lrn, is 6xpect6d to erfiance th€ valu6 of tho existng and additional invcstmenls of SMC, ultimately bonefitting the stockholderc and the entire conglomerate

Item 4,

Item 5,

Item 8,

lnterest ln Secu,lues of the lssuerSMC and SMFB executed a Dc6d of Exchange coverlng th€?ansferby SMC of iE (i)7,859,319,270 csmmonshares in SMB atthe prico orPhp41.30per SMBcommon

share, and (iil 216,972,000 common shares in GSMI at the price of Php51.30 p6r GSMI common shara, in exchange tor 4,242,549,130 shar€s in its subsidisry, SMFB at

tho price of Php79,28 per SMFB common share. The Deed of Exchange was execut€d on 05 April 2018 and apploved by the SEC on 29 June 2018.

Wth the transfer ol he GSMI common shares trom SMC to SMFB, $e ownership ot SMC of iE common shares in GSMI becamB indirect.

The holdings of SMC in GSMI common shares decreded from 216,972,000 to NIL represonting 0.00% of $e total oubtandnlg common share€ of GSMI.

SMC has the sole power to vote cr direcl the vote on, and dbpoGe or dirsct th6 dbposition, of the GSMI common shar6 thro{rgh SMFB.

SMC has a direct and sde power to votB or direct the vote on, and disposo or direct he dbposfion, of the GSMI prefened shares reglstsrcd in ths nam6 of SMC.

Other tfian the aforementioned transactions, there we.e no other transactjons invoMng SMC and tho GSMI common tharos tlat wers efoctad dring the past sixty (60)

days.

Contracts, Arrangernents, Understandlngs or Relatonshlps wlti Respect to Securlgos of d1s lssuerOber than as mentioned in item 4 above, there are no contrac,ts, arrang€menls, understanding, or relatonships between SMC and olher porson Yvith respect to any of fie

of prsfits, division of profits or loss, of the giving or withholding of proxies. Tne GSMI shares owled by SMC are not pledged or ohenvise subject to a conlingency the

occurrance ofwtrich would giv6 another Ferson voting power or invesmenl power over such secunty.

Matsrial to b€ Fll€d as Exhlblts

of loans, guarantees aga,inst losses or the gMng or withholding of any Prory.

After reasonable inquiry and to the best of my knoviledge and belief, I certifo that the information 6et for01 in this Report is buo, complete and accuratB. This report b signed

in he City of Mandaklyong on 06 July 2018.

For: SANBy: SMC Stock Corporation

Virgilio S. JacinioPresident

A,r.i"rft rti-rt"'-- !d'

Enriqire \1. Yusiirgco;VP, General Manager & Compliance Officer

sAN MI6U€L CORPORATION

July 6, 2018

The Philippine Stock Exchange, lnc.Disclosure Departmentu'n Floor, Philippine Stock Exchange Tower28th Street, corner Sth AvenueBonifacio Global City, Taguig City

Attention: Janet A. Encarnacion

Gentlemen:

We advise that on July 5, 2018, San Miguel Food and Beverage, lnc. ("SMFB") receivedthe Certificate of Approval of lncrease of Capital Stock and Certificate of Filing of AmendedArticles of lncorporation (amending Article Vll thereof), both issued by the CompanyRegistration and Monitoring Department of the Securities and Exchange Commission, dated aiof June 29, 2018.

As confirmed by our disclosure dated April 6, 2018, the Company agreed to transfertoSMFB its shares in San Miguel Brewery lnc. and Ginebra San Miguel lnc. in consideration forthe issuance af 4,24?,549,130 common shares of SMFB to be issued out of the increase in theauthorized capital stock of SMFB (the "Share Swap"). ln view of the approval of the amendmentof the articles of incorporation to increase the capital stock of SMFB, the Share Swap has beeneffected as of June 29,2018, the same date of effectivity of the capital increase of SMFB.

Very truly yours,

FERDINAND K. CONSTANTINOCorporate lnforrnation Officer

40 SAN MIGUELAVENUE. IIIANOALUYoNG cIrY, I55O ITIEIRo MANII.A, PI]ILIPPINSS TE:. Nos.(6!2) 632.3000