Registration
No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Anheuser-Busch InBev SA/NV
(Exact Name of Registrant as Specified in Its Charter)
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Belgium
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None
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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Grand Place/Grote Markt 1
1000 Brussels, Belgium
(Address of Principal Executive Offices)
Share-Based
Compensation Plan
Share-Based Compensation Plan Relating to American Depositary Shares of Anheuser-Busch InBev
People Bets Share Purchase Plan
(Full Title of the Plans)
John Blood
Anheuser-Busch InBev SA/NV
250 Park Avenue
New York, New York 10017
Tel. No.: (212) 573-4366
(Name, Address and Telephone Number of Agent for Service)
Copies to:
George H. White
Sullivan & Cromwell LLP
1 New Fetter Lane
London EC4A 1AN
United Kingdom
Tel. No.: 011-44-20-7959-8900
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
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Smaller reporting company
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¨
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CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered
(1)
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Amount of
Securities to
Be Registered
(2)
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Proposed Maximum
Offering Price
Per Share
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Proposed Maximum
Offering Price
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Amount of
Registration Fee
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Ordinary shares of Anheuser-Busch InBev SA/NV without nominal value (“Ordinary
Shares”) (granted pursuant to the Share-Based Compensation Plan)
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10,000,000
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(3)
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$54.98
(5)
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$
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417,312,055
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(6)
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$
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48,449.93
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(6)
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(of which
7,590,252
are being newly
registered)
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Ordinary Shares (granted pursuant to the Share-Based Compensation Plan Relating to American
Depositary Shares of Anheuser-Busch InBev)
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10,000,000
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$55.67
(4)
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$
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556,700,000
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$
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64,632.87
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Ordinary Shares (granted pursuant to the People Bets Share
Purchase Plan)
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500,000
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$54.98
(5)
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$
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27,490,000
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$
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3,191.59
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Total
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$
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1,001,502,055
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$
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116,274.39
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(1)
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The Ordinary Shares of the Registrant may be represented by the Registrant’s American Depositary Shares (“ADSs”), evidenced by American Depositary
Receipts, each representing one ordinary share without nominal value. A separate registration statement on Form F-6 was filed with the Securities and Exchange Commission on June 26, 2009, as amended by Post-Effective Amendment No. 1, filed
on September 14, 2009 (Registration No. 333-160277) for the registration of ADSs evidenced by American Depositary Receipts issuable upon deposit of Ordinary Shares.
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(2)
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The amount being registered also includes an indeterminate number of Ordinary Shares, which may be issuable under the plans as a result of variations in share capital,
share splits, share dividends or similar transactions, in accordance with Rule 416.
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(3)
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Pursuant to Instruction E to Form S-8 and interpretations of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”),
the registration of 10,000,000 Ordinary Shares pursuant to the Registrant’s Share-Based Compensation Plan consists of 7,590,252 Ordinary Shares being newly registered and 2,409,748 Ordinary Shares previously registered on Form S-8 (File
No. 333-165065) filed with the Commission on February 25, 2010. See “Explanatory Statement.”
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(4)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act. The estimate is based on the average
of the high and low prices of the Ordinary Shares represented by ADSs as reported on the New York Stock Exchange on February 1, 2011.
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(5)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act. The estimate is based on the average
of the high and low prices of the Ordinary Shares as reported on Euronext Brussels on February 1, 2011, and converted at the noon buying rate of €1.00 = $1.36 on January 28, 2011.
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(6)
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As described in Note (3) above and the “Explanatory Statement,” the registration fees previously paid with respect to 2,409,748 Ordinary Shares are being
carried forward to this Registration Statement.
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EXPLANATORY STATEMENT
Anheuser-Busch InBev SA/NV, a public limited liability company organized and existing under Belgian law (“AB InBev”), has filed this Registration Statement to register for use AB InBev’s
ordinary shares without nominal value (the “Ordinary Shares”) pursuant to three plans – the Share-Based Compensation Plan, the Share-Based Compensation Plan Relating to American Depositary Shares of Anheuser-Busch InBev and the People
Bets Share Purchase Plan.
Out of the total of 20,500,000 Ordinary Shares being registered in this Registration Statement, 2,409,748 Ordinary
Shares (the “Carryover Shares”) are being carried over and 18,090,252 Ordinary Shares are being newly registered herewith. Of the 18,090,252 Ordinary Shares being newly registered, 7,590,252 Ordinary Shares are being registered for use
pursuant to the Share-Based Compensation Plan, 10,000,000 Ordinary Shares are being registered for use pursuant to the Share-Based Compensation Plan Relating to American Depositary Shares, and 500,000 Ordinary Shares are being registered for use
pursuant to the People Bets Share Purchase Plan.
The Carryover Shares were previously registered for use pursuant to AB InBev’s Share
Based Compensation Plan March 2010 for EBM, GHQ & NY (the “2010 Plan”) under the Registration Statement on Form S-8 (File No. 333-165065), filed with the Securities and Exchange Commission (the “Commission”) on
February 25, 2010 (the “2010 Registration Statement”). To effect the carryover of the Carryover Shares from the 2010 Registration Statement, AB InBev has contemporaneously filed a Post-Effective Amendment No. 1 (the
“Amendment”) to the 2010 Registration Statement. Following the filing of the Amendment, the Carryover Shares will no longer be available for new awards under the 2010 Plan.
Consequently, in accordance with Interpretation 89 under Section G, “Securities Act Forms” of the Manual of Publicly Available Telephone Interpretations of the Division of Corporation Finance of
the Commission (July 1997 as supplemented):
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1.
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AB InBev is carrying over 2,409,748 Ordinary Shares from the 2010 Registration Statement and newly registering 7,590,252 Ordinary Shares under its Share-Based
Compensation Plan pursuant to this Registration Statement;
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2.
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The registration fee allocable to the Carryover Shares paid in connection with the 2010 Registration Statements is being carried over to this Registration Statement;
and
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3.
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Contemporaneously with the filing of this Registration Statement, the 2010 Registration Statement is being amended on a post-effective basis to effect the transfer of
shares to this Registration Statement.
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3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the
information specified in Part I of Form S-8 will be sent or given to participants in the plans covered by this registration statement as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). These
documents and the documents incorporated herein by reference pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3.
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Incorporation of Documents by Reference
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The following documents that AB InBev has filed with the U.S. Securities and Exchange Commission (the “SEC”) are incorporated in this
registration statement by reference and made a part hereof:
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Annual Report for the year ended December 31, 2009 on Form 20-F filed with the SEC on April 15, 2010 (“Annual Report”);
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Current Report on Form 6-K furnished to the SEC on July 12, 2010;
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Current Report on Form 6-K furnished to the SEC on September 8, 2010, regarding AB InBev’s Unaudited Interim Report for the six-month period
ended 30 June 2010;
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Current Report on Form 6-K furnished to the SEC on November 3, 2010, regarding AB InBev’s Unaudited Interim Report for the nine-month period
ended 30 September 2010; and
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The description of the Ordinary Shares contained under the headings “Item 10. Additional Information – Share Capital” and “Item 10.
Additional Information— Memorandum and Articles of Association and Other Share Information – Description of the Rights and Benefits Attached To Our Shares”, and the description of the American Depositary Shares contained under the
heading “Item 12. Description of Securities Other Than Equity Securities – American Depositary Shares” in the Registrant’s Registration Statement on Form 20-F (File No. 001-34455) filed with the SEC on
September 14, 2009 (“Initial Form 20-F”) and any amendment or report filed for the purpose of updating such description.
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Each document incorporated by reference is current only as of the date of such document, and the
incorporation by reference of such document shall not create any implication that there has been no change in the affairs of AB InBev since its date or that the information contained in it is current as of any time subsequent to its date.
All documents filed by AB InBev pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior
to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents. Reports on Form 6-K that AB InBev furnishes to the Commission will only be deemed incorporated by reference into this Registration Statement if such Report on Form 6-K expressly states that it is incorporated by
reference herein.
Any statement contained in such a document shall be deemed to be modified or superseded for the purpose of this
registration statement to the extent that a subsequent statement contained herein or in a subsequently filed document incorporated by reference herein, modifies or supersedes that statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this registration statement. In addition, any statement contained in any such document shall be deemed to be superseded for the purpose of this registration statement to the extent
that a discussion contained herein covering the same subject matter omits such statement. Any such statement omitted shall not be deemed to constitute a part of this registration statement.
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Item 4.
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Description of Securities
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Please refer
to “Item 10. Additional Information – Memorandum and Articles of Association and Other Share Information – Description of the Rights and Benefits Attached To Our Shares” in the Initial Form 20-F for a description of Ordinary
Shares.
Please refer to “Item 12. Description of Securities Other Than Equity Securities – American Depositary Shares” in the
Initial Form 20-F for a description of American Depositary Shares.
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Item 5.
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Interests of Named Experts and Counsel
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Not applicable
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Item 6.
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Indemnification of Directors and Officers
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Group Coverage and Policy
As the parent company of the AB InBev Group,
Anheuser-Busch InBev SA/NV has undertaken to indemnify its directors, officers and employees against any and all expenses (including, without limitation, attorneys’ fees and any expenses of establishing a right to indemnification by
Anheuser-Busch InBev SA/NV), judgments, fines, penalties, settlements and other amounts actually and reasonably incurred by any such director, officer and employee in connection with the defense or settlement of any proceeding brought (i) by a
third party or (ii) by Anheuser-Busch InBev SA/NV or by shareholders or other third parties in the right of Anheuser-Busch InBev SA/NV. Such indemnification applies if, with respect to the acts or omissions of such director, officer and
employee, he acted in good faith and in a manner he reasonably believed to be in the best interests of Anheuser-Busch InBev SA/NV and, in the case of a criminal action or proceeding, he had no reason to believe that his conduct was unlawful. For
these purposes, “proceeding” refers to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative to which a director, officer or employee is a party or is threatened to be made a
party by reason of the fact that he or she was a director or an agent of Anheuser-Busch InBev SA/NV or of one of its subsidiaries or by reason of anything done or not done by him in such capacity.
No determination in any proceeding by judgment, order, settlement or conviction or otherwise shall, of itself, create a presumption that such director,
officer or employee did not act in good faith and in a manner which he reasonably believed to be in the best interests of Anheuser-Busch InBev SA/NV and, with respect to any criminal action or proceeding, he had reasonable cause to believe that his
or her conduct was unlawful.
In addition, AB InBev has a liability insurance policy that covers all past, present and future directors and
officers of Anheuser-Busch InBev SA/NV and its subsidiaries, which are those entities in which it holds more than 50% of the voting rights, or of which it can individually, or under a shareholders’ agreement, appoint the board of directors. The
insurance covers any damages such directors or officers are legally obliged to pay as a result of any claim against them. A “claim,” for these purposes, includes all requests against the directors and officers, including (i) a civil
proceeding; (ii) a criminal proceeding; (iii) a formal administrative or regulatory proceeding; and (iv) a written request by a third party.
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Item 7.
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Exemption from Registration Claimed
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Not
applicable.
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Exhibit
No.
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Description
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4.1
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Consolidated Articles of Association of Anheuser-Busch InBev SA/NV, dated as of December 13, 2010 (English-language translation) (incorporated by reference to Exhibit 99.1 to
Anheuser-Busch InBev SA/NV’s Report on Form 6-K (File No. 001-34455) filed with the SEC on December 14, 2010).
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4.2
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Amended and Restated Deposit Agreement, by and among Anheuser-Busch SA/NV and The Bank of New York Mellon, as Depositary and Owners and Holders of American Depositary Shares, dated
as of September 15, 2009 (incorporated by reference to Exhibit 4.2 to Anheuser-Busch InBev SA/NV’s Registration Statement on Form S-8 (File No. 333-165065) filed with the SEC on February 25, 2010).
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4.3
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Terms and Conditions of Share-Based Compensation Plan.
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4.4
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Terms and Conditions of Share-Based Compensation Plan Relating to American Depositary Shares of Anheuser-Busch InBev.
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4.5
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Terms and Conditions of People Bets Share Purchase Plan.
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23.1
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Consent of KPMG – Bedrijfsrevisoren / Réviseurs d’Entreprises.
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23.2
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Consent of PricewaterhouseCoopers LLP.
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24.1
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Power of Attorney of Certain Directors and Officers of Anheuser-Busch InBev SA/NV.
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24.2
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Power of Attorney of Authorized Representative in the United States.
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(a)
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The undersigned registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;
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(iii)
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to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such
information in the registration statement;
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provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into the registration statement.
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(2)
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That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(4)
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That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means
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6
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of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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(i)
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Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
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(ii)
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Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
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(iii)
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The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by
or on behalf of the undersigned registrant; and
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(iv)
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Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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(b)
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The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person against the registrant in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant, Anheuser-Busch InBev SA/NV, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Leuven, Belgium on February 4, 2011.
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Anheuser-Busch InBev SA/NV
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By:
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S
/ B
ENOIT
L
OORE
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Name:
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Benoit Loore
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Title:
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Vice-President, Legal Corporate and Compliance
Anheuser-Busch InBev SA/NV
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated, on February 4, 2011.
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Signature:
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Title:
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Carlos Brito
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Chief Executive Officer
(principal executive officer)
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Felipe Dutra
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Chief Financial Officer
(principal financial and accounting officer)
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August A. Busch IV
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Director
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Jean-Luc Dehaene
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Director
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Stéfan Descheemaeker
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Director
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Peter Harf
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Director
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Marcel Hermann Telles
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Director
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Jorge Paulo Lemann
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Director
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Arnoud de Pret Roose de Calesberg
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Director
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Grégoire de Spoelberch
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Director
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Kees J. Storm
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Director
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Roberto Moses Thompson Motta
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Director
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8
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Alexandre Van Damme
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Director
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Carlos Alberto da Veiga Sicupira
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Director
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Mark Winkelman
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Director
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John Blood
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Authorized Representative in the United States
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*By :
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/
S
/ B
ENOIT
L
OORE
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Benoit Loore
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Attorney-in-Fact
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9
EXHIBIT INDEX
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Exhibit
No.
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Description
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4.1
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Consolidated Articles of Association of Anheuser-Busch InBev SA/NV, dated as of December 13, 2010 (English-language translation) (incorporated by reference to Exhibit 99.1 to
Anheuser-Busch InBev SA/NV’s Report on Form 6-K (File No. 001-34455) filed with the SEC on December 14, 2010).
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4.2
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Amended and Restated Deposit Agreement, by and among Anheuser-Busch SA/NV and The Bank of New York Mellon, as Depositary and Owners and Holders of American Depositary Shares, dated
as of September 15, 2009 (incorporated by reference to Exhibit 4.2 to Anheuser-Busch InBev SA/NV’s Registration Statement on Form S-8 (File No. 333-165065) filed with the SEC on February 25, 2010) .
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4.3
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Terms and Conditions of Share-Based Compensation Plan.
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4.4
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Terms and Conditions of Share-Based Compensation Plan Relating to American Depositary Shares of Anheuser-Busch InBev.
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4.5
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Terms and Conditions of People Bets Share Purchase Plan.
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23.1
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Consent of KPMG – Bedrijfsrevisoren / Réviseurs d’Entreprises.
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23.2
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Consent of PricewaterhouseCoopers LLP.
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24.1
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Power of Attorney of Certain Directors and Officers of Anheuser-Busch InBev SA/NV.
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24.2
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Power of Attorney of Authorized Representative in the United States.
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10
Exhibit 4.3
Anheuser-Busch InBev
Share-Based Compensation Plan
Relating to Shares of Anheuser-Busch InBev
Defined Terms
When used in this document, the following terms shall have the meaning ascribed to them as indicated below, unless expressly indicated otherwise:
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AB InBev
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Anheuser-Busch InBev NV/SA with its registered office at Grand Place 1, B-1000 Brussels, Belgium;
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Acceptance Form
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the form in which the Participant indicates his choice between the Cash Bonus, the Mixed Bonus or the Shares Bonus;
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ADS
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an American Depositary Share issued under the deposit agreement with the Bank of New York Mellon (or any successor thereof) traded on the New York Stock Exchange (ISIN:
US03524A1088) and representing one Share or the right to receive one Share of AB InBev;
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Banking Day
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any day other than a Saturday, a Sunday or a public holiday in Belgium, on which banks in Belgium are open for business;
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Board of Directors
|
|
the board of directors of AB InBev;
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Bonus
|
|
the bonus granted to the Participant under the Plan, as set out in the Bonus Letter and which can be paid out, at the choice of the Participant, net of applicable taxes either in
cash, or partly or entirely in Voluntary Shares;
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|
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|
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Bonus Letter
|
|
the letter whereby AB InBev communicates the details of the Bonus granted to a Participant under the Plan;
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|
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Cash Bonus
|
|
the Bonus alternative whereby a Participant opts for the payment of the net Bonus in cash;
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|
|
|
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Code of Dealing
|
|
the AB InBev Dealing Code, as amended from time to time;
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Committee
|
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the Remuneration Committee of AB InBev;
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Confirmation Period
|
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the period during which a Participant must return the completed Acceptance Form to AB InBev, as indicated in the Bonus Letter;
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Data Controller
|
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AB InBev;
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Data Processor
|
|
any third party designated by the Data Controller to process Personal Data on behalf of the Data Controller in accordance with Clause VI 11 for the implementation, administration
and management of the Plan and the Share register and RSU register in electronic form;
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|
|
|
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Discount RSU
|
|
a Restricted Stock Unit granted to a Participant under the Plan, as set out in the Bonus Letter;
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Dismissal
|
|
termination of employment by AB InBev or its subsidiaries;
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2
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|
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|
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Dismissal for Serious Cause
|
|
termination of employment for serious cause (as determined by the Chief People Officer of AB InBev (or other designee of the Chief People Officer of AB InBev) or, if
applicable, as defined in relevant local law) by AB InBev or its subsidiaries;
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|
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Divestiture
|
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a situation whereby the Participant’s employer is no longer a subsidiary of AB InBev following a divestiture through the sale of shares in the said AB InBev
subsidiary or otherwise;
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|
|
|
|
Grant Date
|
|
the date mentioned in the Bonus Letter;
|
|
|
|
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Lock-Up Period
|
|
the period defined as such in the Bonus Letter;
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|
|
|
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Mixed Percentage
|
|
in relation to the Mixed Bonus, the percentage of the net Bonus of the Participant which will be paid to the Participants in the form of Voluntary Shares, as set out in the Bonus
Letter;
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|
|
|
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Matching RSU
|
|
a Restricted Stock Unit granted to a Participant under the Plan, as set out in the Bonus Letter;
|
|
|
|
|
Mixed Bonus
|
|
the Bonus alternative whereby a Participant:
(i) opts for the payment of the Mixed Percentage of the net Bonus in Voluntary Shares, and for the payment of the remaining part of the net Bonus in cash;
and
(ii) receives from AB InBev Discount RSU and Matching RSU as set
out in the Bonus Letter;
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|
|
|
|
Outsourcing
|
|
a situation whereby (i) a Participant is dismissed by AB InBev or a subsidiary of AB InBev in the framework of a collective dismissal (in the meaning of the
Belgian Law of 13 February 1998 or its equivalent in the jurisdiction of the Participant) and is re-employed, together with the other persons who have been likewise dismissed, by a third-party company which is not an affiliate of
AB InBev and which provides services to AB InBev; or (ii) a Participant is transferred by AB InBev or a subsidiary of AB InBev in the framework of the Belgian Collective Bargaining Agreement No 32
bis
of
7 June 1985 (or its equivalent in the jurisdiction of the Participant) to a third-party company which is not an affiliate of AB InBev and which provides services to AB InBev;
|
|
|
|
|
Participant
|
|
a person working for AB InBev or its subsidiaries who received a Bonus Letter, or any Successor to whom Voluntary Shares or Restricted Stock Units have been transferred in
accordance with these terms and conditions;
|
3
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|
|
|
|
Personal Data
|
|
each item of information relating to a Participant including (i) his/her identification data (e.g. name, private or professional contact details), (ii) electronic
identification data, (iii) personal characteristics (e.g. date of birth, gender, nationality), (iv) employer’s entity, (v) preferred language, (vi) financial data (e.g. details regarding bank account), (vii) details of
all stock options and all other entitlement to shares awarded, cancelled, purchased, vested, unvested or outstanding;
|
|
|
|
|
Plan
|
|
the AB InBev Share-Based Compensation Plan;
|
|
|
|
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Prohibited Period
|
|
any period defined as such in the Code of Dealing;
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|
|
|
|
Pro-Rata Formula
|
|
where:
PRR means the number of
Restricted Stock Units that will remain in full force and effect following the termination of employment
HR means the number of Restricted Stock Units held by the Participant immediately
prior to the termination of employment
M means the number of full calendar months of employment of the Participant within the AB InBev Group during the period from the Grant Date until the
date of termination of employment;
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|
|
|
|
Purchase Price
|
|
the price per Voluntary Share in Euros as set out in the Bonus Letter;
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|
|
|
|
Resignation
|
|
the termination by a Participant of employment with AB InBev or its subsidiaries;
|
|
|
|
|
RSU
or
Restricted Stock Unit
|
|
the right to receive from AB InBev one existing Share in accordance with these terms and conditions;
|
|
|
|
|
SBC
|
|
the successive share-based compensation plans of AB InBev;
|
|
|
|
|
Share
|
|
an ordinary share of AB InBev (ISIN: BE0003793107);
|
|
|
|
|
Shares Bonus
|
|
the Bonus alternative whereby a Participant:
(i) opts for the payment of 100% of the net Bonus in Voluntary Shares; and
(ii) receives from AB InBev Discount RSU and Matching RSU as set out in the Bonus Letter;
|
|
|
|
|
Successor
|
|
the successor of a Participant as determined under the applicable law of succession and/or the persons designated by a Participant, in accordance with the applicable law of
succession, to inherit the rights of the Participant under the Plan after the death of the Participant;
|
4
|
|
|
|
|
Vesting Date
|
|
the date defined as such in the Bonus Letter;
|
|
|
|
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Vesting Period
|
|
the period defined as such in the Bonus Letter;
|
|
|
|
|
Voluntary Share
|
|
a Share acquired by a Participant under the Mixed Bonus or the Shares Bonus. For the avoidance of doubt, the Voluntary Shares do not include the Discount RSU or the Matching
RSU.
|
5
Terms and conditions relating to the Voluntary Shares
The Voluntary
Shares are registered Shares and are recorded in the Share register of AB InBev, which may be held in electronic form. A non-transferable certificate reflecting the entries in the register of registered Shares will be remitted to the
Participants, upon their request.
The Voluntary Shares may not be converted into dematerialised Shares as long as they are
subject to the transfer restrictions referred to in Clause IV 3 below.
Voluntary Shares that are no longer subject to the
transfer restrictions referred to in Clause IV 3 below may, at the request of a Participant, be converted into dematerialised Shares.
|
2
|
Delivery of the Voluntary Shares
|
The Voluntary Shares will be delivered to the Participants as soon as practically possible after the receipt by AB InBev of the duly completed and executed Acceptance Form. Participants who have not
returned their executed Acceptance Form within the Confirmation Period will be deemed to have chosen the Cash Bonus alternative.
The transfer of ownership of the Voluntary Shares from AB InBev to the Participant will occur on the Grant Date.
Subject
to Clause VI 3.7 below, the Voluntary Shares delivered to a Participant may not be transferred or encumbered with any security, pledge or other right, or otherwise pass to any third party during the Lock-Up Period.
|
3.2
|
After the Lock-Up Period
|
Once the transfer restrictions referred to in Clause 3.1 above have expired,
i.e.
as from the Vesting Date, a Participant may:
|
|
3.2.1
|
keep the Voluntary Shares in registered form; or
|
|
|
3.2.2
|
request the conversion of the Voluntary Shares into dematerialised Shares or into ADSs and their transfer on a securities account; or
|
|
|
3.2.3
|
sell the Voluntary Shares. To that effect, the Participant shall:
|
|
|
(i)
|
instruct AB InBev to convert the Voluntary Shares into dematerialised Shares,
|
|
|
(ii)
|
instruct AB InBev to deliver the Voluntary Shares on behalf of the Participant to the financial intermediary, appointed by AB InBev, in charge of selling the
Voluntary Shares on the market on behalf of the Participant, and
|
6
|
|
(iii)
|
request AB InBev to instruct such financial intermediary to sell the Voluntary Shares on the market.
|
The proceeds of the sale of the Voluntary Shares will be paid to the Participant, after deduction of all fees, costs and taxes due by the
Participant as the result of the sale of the Voluntary Shares.
AB InBev and/or its subsidiaries will bear the costs related to the attribution of the Voluntary Shares.
All taxes and employee social security contributions of any kind relating to,
inter alia
, the attribution, the holding and the sale
of the Voluntary Shares and all other costs (including costs relating to the conversion of the Voluntary Shares, the transfer and the sale of the Voluntary Shares, the opening of a securities and/or a cash account, international transfers of cash,
and dividend payments) will be borne by the Participant. AB InBev may withhold from any payment or delivery of Shares or ADSs any income or social security taxes that are required to be withheld under any applicable law, rule or regulation.
7
Terms and conditions relating to the Restricted Stock Units
The Discount RSU
and Matching RSU to which a Participant is entitled under the Mixed Bonus or the Shares Bonus will be granted in the form of Restricted Stock Units.
The Restricted
Stock Units are subject to a Vesting Period starting on the Grant Date.
On or shortly after the Vesting Date, AB InBev
will deliver one Share per Restricted Stock Unit held by the Participant, subject to the provisions of these terms and conditions. Unless explicitly set forth otherwise in these terms and conditions, Restricted Stock Units do not confer any
shareholder’s rights.
At the request of the Participant, AB InBev may deliver ADSs listed on the New York Stock
Exchange in lieu of Shares upon vesting of the Restricted Stock Units. To this end, Participants will need to indicate in writing to AB InBev before the Vesting Date that they want to be delivered ADSs in lieu of Shares.
Restricted Stock Units entitle their holder to a dividend equivalent, which represents an amount equal to the gross dividend paid by
AB InBev on the Shares underlying the Restricted Stock Units. This dividend equivalent will be granted to the Participants shortly after the payment of the dividend, in the form of additional Restricted Stock Units with the same vesting
conditions, including the same Vesting Date, and governed by the same terms and conditions as the original Restricted Stock Units.
The number of additional Restricted Stock Units to which a Participant is entitled upon payment of a dividend on the Shares underlying the Restricted Stock Units will be calculated by AB InBev. The
number will be equal to the amount of the gross dividend divided by the closing share price on Euronext Brussels of the AB InBev Share on the dividend payment date and multiplied by the number of Restricted Stock Units that the Participants holds.
The result of this calculation will be rounded down to the closest unit.
Except
for transfers as a result of death (see Clause VI 3.7.2 below), Restricted Stock Units may not be transferred or encumbered with any security, pledge or other right, or otherwise pass to any third party.
The Shares delivered upon vesting of the Restricted Stock Units are not subject to any transfer restrictions under the rules of the Plan.
All
costs related to the attribution of the Restricted Stock Units, the attribution of the additional Restricted Stock Units referred to in Clause V 1.3 above and the delivery of the underlying Shares will be borne by AB InBev, except
taxes on stock exchange transactions and income and social security taxes on the income received by the Participants in connection with the delivery or the ownership of the Restricted Stock Units and with the
8
delivery of the underlying Shares or ADSs. AB InBev may withhold from any payment or delivery of Shares or ADSs any income or social security taxes that are required to be withheld under any
applicable law, rule or regulation.
9
General provisions applicable to the Voluntary Shares and to the Restricted Stock Units
|
1
|
Approval of the Plan documentation
|
The Plan forms part of an agreement between the Participant, the AB InBev affiliate that employs the Participant and AB InBev. By returning their completed Acceptance Form, Participants
unconditionally agree to be bound by the contents of this document.
A Participant who fails to return the completed Acceptance
Form before the expiry of the Confirmation Period and who does not object in writing to the Plan before the same date, will be deemed to have unconditionally agreed to the contents of this document.
|
2
|
Nature and characteristics of the underlying Shares
|
The Shares
(including the Voluntary Shares) to be delivered to the Participant are existing ordinary Shares of AB InBev with all rights and benefits generally attached to such Shares. AB InBev will, at its discretion, deliver Shares in dematerialised
(electronic or book-entry) form or in registered form.
Participants
will be entitled to all dividends paid on the Voluntary Shares, decided by AB InBev after the Grant Date.
The Shares delivered
upon vesting of the Restricted Stock Units give the right to the dividends paid on such Shares decided by AB InBev after the Vesting Date.
|
3
|
Expiry of the Restricted Stock Units before the Vesting Date and situation upon termination of service
|
|
3.1
|
Violation of the Voluntary Shares transfer restrictions
|
The Restricted Stock Units will automatically expire and become null and void if the Participant fails to comply with the Voluntary Shares’ transfer restrictions referred to in Clause IV 3.
|
3.2
|
Dismissal for Serious Cause
|
Upon Dismissal for Serious Cause of a Participant before the Vesting Date:
|
|
3.2.1
|
the Voluntary Shares will become freely transferable and the restrictions on transferability referred to in Clause IV 3 above will cease to apply on the date of the end
of employment; and
|
|
|
3.2.2
|
all Restricted Stock Units held by the Participant on the date of the end of employment, will automatically expire and become null and void.
|
The above rules apply notwithstanding any recourse which might be introduced by a dismissed Participant against
such Dismissal.
10
|
3.3
|
Resignation before cumulated age of 70
|
Without prejudice to Clause VI 3.7 below, in the case of Resignation before a cumulated age of 70 (i.e. the sum, on the date of the end of employment, of (i) the age of the Participant and
(ii) the number of years of employment of the Participant within the AB InBev Group) of a Participant before the Vesting Date:
|
|
3.3.1
|
the Voluntary Shares will become freely transferable and the restrictions on transferability referred to in Clause IV 3 above will cease to apply on the date of the end
of employment; and
|
|
|
3.3.2
|
all Restricted Stock Units held by the Participant on the date of the end of employment, will automatically expire and become null and void.
|
The above rules apply notwithstanding any recourse which might be introduced by a Participant.
|
3.4
|
Termination of employment before cumulated age of 70
|
Without prejudice to Clause VI 3.7 below, in the case of termination of employment - other than a termination of employment resulting from a Resignation or a Dismissal for Serious Cause - before a
cumulated age of 70 (i.e. the sum, on the date of the end of employment, of (i) the age of the Participant and (ii) the number of years of employment of the Participant within the AB InBev Group) of a Participant before the Vesting Date:
|
|
3.4.1
|
the Voluntary Shares will become freely transferable and the restrictions on transferability referred to in Clause IV 3 above will cease to apply on the date of the end
of employment;
|
|
|
3.4.2
|
if employment ends before the end of the second year following the Grant Date, all Restricted Stock Units held by the Participant will automatically expire and
become null and void;
|
|
|
3.4.3
|
if employment ends on or after the end of the second year following the Grant Date, a portion of the Restricted Stock Units will remain in full force and effect
and subject to these terms and conditions, provided that, if so requested by AB InBev, the Participant enters into a non-competition agreement. The modalities of the non-competition agreement will be agreed upon after the employment has ended.
|
The portion of Restricted Stock Units that will remain in full force and effect as indicated above will be
calculated by AB InBev on the basis of the Pro-Rata Formula. The remaining Restricted Stock Units will automatically expire and become null and void.
The above rules also apply in case the termination of employment before a cumulated age of 70 results from an Outsourcing or a Divestiture.
The above rules apply notwithstanding any recourse which might be introduced by a dismissed Participant against the termination of
employment.
|
3.5
|
Termination of employment at or after cumulated age of 70
|
Without prejudice to Clause VI 3.7 below, in the case of termination of employment - other than a termination of employment resulting from a Dismissal for Serious Cause - at or after a cumulated age of 70
(i.e. the sum, on the date of the end of employment, of (i) the age of
11
the Participant and (ii) the number of years of employment of the Participant within the AB InBev Group) of a Participant before the Vesting Date:
|
|
3.5.1
|
the Voluntary Shares will become freely transferable and the restrictions on transferability referred to in Clause IV 3 above will cease to apply on the date of
the end of employment.
|
|
|
3.5.2
|
if employment ends before the end of the second year following the Grant Date:
|
|
|
(i)
|
if the Participant has participated in the SBC in each of the last five years (or as many years in that period in which the Participant has been an employee of AB InBev
or its subsidiaries), a portion of the Restricted Stock Units will remain in full force and effect and subject to these terms and conditions, provided that, if so requested by AB InBev, the Participant enters into a non-competition agreement.
The modalities of the non-competition agreement will be agreed upon after the employment has ended.
|
The portion
of Restricted Stock Units that will remain in full force and effect as indicated above will be calculated by AB InBev on the basis of the Pro-Rata Formula. The remaining Restricted Stock Units will automatically expire and become null and void;
|
|
(ii)
|
in all other cases, all Restricted Stock Units held by the Participant will automatically expire and become null and void;
|
|
|
3.5.3
|
if employment ends on or after the end of the second year following the Grant Date, a portion of the Restricted Stock Units will remain in full force and effect
and subject to these terms and conditions, provided that, if so requested by AB InBev, the Participant enters into a non-competition agreement. The modalities of the non-competition agreement will be agreed upon after the employment has ended.
|
The portion of Restricted Stock Units that will remain in full force and effect as indicated above will be
calculated by AB InBev on the basis of the Pro-Rata Formula. The remaining Restricted Stock Units will automatically expire and become null and void.
The above rules also apply in case the termination of employment at or after a cumulated age of 70 results from an Outsourcing or a Divestiture.
|
3.6
|
Termination of employment at or after cumulated age of 80
|
Without prejudice to Clause VI 3.7 below, in the case of termination of employment - other than a termination of employment resulting from a Dismissal for Serious Cause - at or after a cumulated age of 80
(i.e. the sum, on the date of the end of employment, of (i) the age of the Participant and (ii) the number of years of employment of the Participant within the AB InBev Group) of a Participant before the Vesting Date:
|
|
3.6.1
|
the Voluntary Shares will become freely transferable and the restrictions on transferability referred to in Clause IV 3 above will cease to apply on the date of
the end of employment;
|
|
|
3.6.2
|
the Restricted Stock Units will remain in full force and effect and subject to these terms and conditions.
|
12
The above rules also apply in case the termination of employment at or after a cumulated age
of 80 results from an Outsourcing or a Divestiture.
|
3.7
|
Death or termination of employment following permanent disability
|
Notwithstanding Clauses VI 3.3 to 3.6 above, in the case of death of a Participant or termination of employment following permanent disability of a Participant before the Vesting Date:
|
|
3.7.1
|
the Voluntary Shares will become freely transferable and the restrictions on transferability referred to in Clause IV 3 above will cease to apply on the date of
death;
|
|
|
3.7.2
|
the Vesting Period referred to in Clause V 1.2 will automatically expire and all Restricted Stock Units will automatically vest. The Shares to be
delivered upon vesting of these Restricted Stock Units will be delivered to the relevant Participant’s Successors (if applicable) shortly after the Participant’s death or to the Participant shortly after the termination of the
Participant’s employment following permanent disability.
|
Except as provided in Clause VI 3.8 below, the
notion of “permanent disability” is to be defined by reference to the law governing the employment in the relevant jurisdiction of the Participant
|
3.8
|
Notwithstanding Clause VI 3.7, for Participants subject to taxation in the United States, “permanent disability” shall mean at least one of the
following:
|
|
|
3.8.1
|
the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months;
|
|
|
3.8.2
|
the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for
a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participant’s AB InBev employer;
or
|
|
|
3.8.3
|
the Participant is determined to be totally disabled by the Social Security Administration.
|
|
3.9
|
In deviation from Clause VI 3.7, in the case of termination of employment of a Participant who is subject to taxation in the United States before the
Vesting Date following permanent disability that does not meet the definition of “permanent disability” under Clause VI 3.8 above, the Restricted Stock Units will remain in full force and effect and will vest on the Vesting Date.
|
|
4
|
Administration of the Plan
|
|
4.1
|
Delegation to the Committee
|
The Board of Directors may delegate part or all powers under the Plan to the Committee. In the case of a delegation of powers, the Committee shall: (i) be responsible for the general administration
of the Plan in accordance with the provisions thereof, under the
13
supervision of the Board of Directors; and (ii) be authorised to establish rules for the administration, interpretation and application of the Plan and, if necessary, to interpret, amend and
cancel these rules, in compliance with these terms and conditions.
In the case of a delegation of powers, the Board of
Directors will retain full authority to exercise all the rights and obligations of the Committee under the Plan at any time whatsoever, or to delegate them to another committee constituted by the Board of Directors.
|
4.2
|
(Sub-)delegation to any third party
|
The Board of Directors and the Committee may (sub-)delegate certain well-specified powers to any third party they deem appropriate.
In the case of a (sub-)delegation of powers, the Board of Directors and the Committee will retain full authority to exercise all the rights and obligations so delegated.
|
4.3
|
Neither AB InBev nor any member of the Board of Directors or the Committee shall be liable for any action or determination made in good faith with respect to the Plan.
|
|
5
|
Amendment to the capital structure and anti-dilution measures
|
AB InBev expressly reserves the right to proceed with corporate changes that have an impact on its capital, such as capital increases, including by incorporation of reserves in the capital, capital
decreases, issuance of convertible bonds, subscription rights or options, stock splits or reverse stock splits, combinations or reclassifications of the Shares, mergers, (partial) demergers, as well as the right to amend the clauses in the articles
of association governing the allocation of profits or liquidation boni.
In the event that such corporate changes would have an
unfavourable effect on the Restricted Stock Units, the number of Restricted Stock Units and/or the number of Shares to which the Restricted Stock Units give rights will be adjusted for the purpose of safeguarding the interests of the holders of
Restricted Stock Units, in the manner determined at the sole discretion of the Board of Directors, subject to any required action by the Shareholders’ Meeting of AB InBev. The terms of such adjustment will be communicated to the
Participants in due time.
In the event that AB InBev would be merged into another company, the rights and obligations of
AB InBev under the Plan will automatically be transferred to the absorbing company and the Restricted Stock Units will no longer give the Participants the right to Shares but instead the right to shares of the absorbing company, subject to
applicable law and to any applicable corporate approval. The number of shares of the absorbing company to which each Restricted Stock Units will give right will be determined at the sole discretion of the Board of Directors and/or the board of
directors of the absorbing company and will be communicated to the Participants in due time.
|
6
|
Electronic register, electronic evidence and electronic delivery
|
|
6.1
|
Electronic Share and RSU register
|
The Shares and Restricted Stock Units will be recorded in a register, which may be in electronic form and the maintenance of which may be delegated by AB InBev to a third party.
14
Electronic approvals, instructions, orders, statements and communications between a Participant, AB InBev, AB InBev affiliates
and any third party to which powers have been sub-delegated by AB InBev for the administration of the Plan will have the same legal status as written approvals, instructions, orders, statements and communications. The written recording or the
written reproduction of electronic approvals, instructions, orders, statements and communications received by AB InBev, AB InBev affiliates and any third party to which powers have been sub-delegated by AB InBev for the administration
of the Plan, will constitute conclusive evidence between the Participant, AB InBev, AB InBev affiliates and any third party to which powers have been sub-delegated by AB InBev for the administration of the Plan, unless evidence to the
contrary is provided by the Participant.
|
6.3
|
Consent to electronic delivery
|
As a condition to receiving the Voluntary Shares and the Restricted Stock Units, each Participant consents to delivery of all subsequent information relating to the Voluntary Shares and the Restricted
Stock Units by electronic means, including e-mails to the Participants and postings on AB InBev’s website or intranet. Such information may include, amongst others, financial information concerning AB InBev. In order to access such
information, Participants will be required to access AB InBev’s e-mail system, website and/or intranet. By returning the Acceptance Form, Participants are deemed to acknowledge that they have such access to the e-mail system of
AB InBev, to AB InBev’s website and intranet and ordinarily use them in the ordinary course of their employment. Participants may obtain paper copies of any such information by submitting a request to receive paper copies to their
respective People Department.
In
the event that the matrimonial regimes of Participants confer ownership or other rights on their spouses with respect to any of the Voluntary Shares or Restricted Stock Units, those Participants undertake that their spouses shall appoint them as
their sole representatives for all matters arising in relation to the Voluntary Shares and Restricted Stock Units.
In the event of a
Participant’s death, any Successor acquiring the Voluntary Shares and the Restricted Stock Units shall inform AB InBev of the Participant’s death as soon as possible and at the latest one month from the date of death.
|
9
|
Modification of the terms and conditions
|
The Board of Directors may unilaterally modify at any time the practical and/or accessory modalities of the terms and conditions. It may also unilaterally modify the terms and conditions when such
modifications are required to comply with any change in legislation.
Notwithstanding any provisions to the contrary included in the terms and conditions, the Bonus Letter, the Acceptance Form or any other
document relating to the Plan:
15
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10.1
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the grant of Shares and/or Restricted Stock Units to the Participant in the framework of the Plan is unrelated to his occupational pension rights or pension claims, so
that this grant cannot affect these occupational pension rights and claims;
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10.2
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the Plan, the terms and conditions, the Bonus Letter, the Acceptance Form or any other document relating to the Plan do not confer upon the Participant any right
to continued employment for any period of specific duration or interfere with or otherwise restrict in any way the rights of AB InBev or its subsidiaries to terminate the Participant’s employment according to the applicable regulations in
respect of termination thereof;
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10.3
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the grant of Voluntary Shares and/or of Restricted Stock Units cannot be considered as a right acquired for the future.
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11
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Privacy and processing of Personal Data
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The Data Controller is responsible for the collection and processing of Personal Data as is necessary for the setting-up and administration of the Plan and the Share register of AB InBev in
electronic form.
The Personal Data collected,
inter alia,
by way of the Acceptance Form will be used exclusively for
the purposes of the administration of the Plan and the maintenance of the Share register of AB InBev in electronic form.
The Data Controller can transfer the Personal Data to the Data Processor and the employer of the Participant for the above purposes as
well as to regulatory authorities for the purpose of complying with legal obligations in connection with the Plan. Such recipients may be located in jurisdictions outside the European Economic Area that may not provide an adequate level of personal
data protection.
The Data Controller and the Data Processor shall abide by the Belgian law of 8 December 1992 on privacy
protection in relation to the processing of personal data, as amended from time to time, and its implementing decrees.
Through
their signature of the Acceptance Form, the Participants give their consent to the collection and processing of their Personal Data as described in this Clause 11.
The Participants have the right to access and correct their Personal Data by sending a written and signed request to their local People officer.
If any
provision in this document is held to be illegal, invalid or unenforceable, in whole or in part, under any applicable law, that provision will be deemed not to form part of this document, and the legality, validity or enforceability of the remainder
of this document will not be affected.
The
Voluntary Shares, the Restricted Stock Units and these terms and conditions are governed by Belgian law. Any dispute relating thereto is to be submitted to the competent Belgian courts.
16
Exhibit 4.4
Anheuser-Busch InBev
Share-Based Compensation Plan
Relating to American Depositary Shares of Anheuser-Busch InBev
Defined Terms
When used in this document, the following terms shall have the meaning ascribed to them as indicated below, unless expressly indicated otherwise:
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AB InBev
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Anheuser-Busch InBev NV/SA with its registered office at Grand Place 1, B-1000 Brussels, Belgium;
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AB InBev Group
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AB InBev or its majority-owned subsidiaries (within the meaning of Article 6 of the Belgian Code of Companies as to the definition of “subsidiary”);
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Acceptance Form
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the form in which the Participant indicates his choice between the Cash Bonus, the Mixed Bonus or the Shares Bonus;
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Administrator
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Morgan Stanley Smith Barney or any successor appointed by AB InBev;
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ADS
or
American Depositary Share
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an American Depositary Share issued under the deposit agreement with the Bank of New York Mellon (or any successor thereof) traded on the New York Stock Exchange (ISIN:
US03524A1088) and representing one ordinary share or the right to receive one ordinary share of AB InBev;
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Banking Day
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any day other than a Saturday, a Sunday or a public holiday in Belgium and in the United States, on which banks in Belgium and in the United States are open for
business;
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Board of Directors
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the board of directors of AB InBev;
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Bonus
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the bonus granted to the Participant under the Plan, as set out in the Bonus Letter and which can be paid out, at the choice of the Participant, net of applicable taxes either in
cash, or partly or entirely in Voluntary ADSs;
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Bonus Letter
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the letter whereby AB InBev communicates the details of the Bonus granted to a Participant under the Plan;
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Cash Bonus
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the Bonus alternative whereby a Participant opts for the payment of the net Bonus in cash;
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Code of Dealing
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the AB InBev Dealing Code, as amended from time to time;
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Committee
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the Remuneration Committee of AB InBev;
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Confirmation Period
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the period during which a Participant must submit the completed Acceptance Form to AB InBev, as indicated in the Bonus Letter;
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Data Controller
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AB InBev;
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Data Processor
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any third party designated by the Data Controller to process Personal Data on behalf of the Data Controller in accordance with Clause VI 11 for the implementation, administration
and management of the Plan;
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2
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Discount RSU
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a Restricted Stock Unit granted to a Participant under the Plan, as set out in the Bonus Letter;
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Dismissal
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termination of employment by AB InBev or its subsidiaries;
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Dismissal for Serious Cause
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termination of employment for serious cause (as determined by the Chief People Officer of AB InBev (or other designee of the Chief People Officer of AB InBev) or, if
applicable, as defined in relevant local law) by AB InBev or its subsidiaries;
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Divestiture
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a situation whereby the Participant’s employer is no longer a subsidiary of AB InBev following a divestiture through the sale of shares or assets of the said
AB InBev subsidiary or otherwise;
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Grant Date
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the date mentioned in the Bonus Letter;
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Lock-Up Period
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the period defined as such in the Bonus Letter;
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Mixed Percentage
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in relation to the Mixed Bonus, the percentage of the net Bonus of the Participant which will be paid to the Participants in the form of Voluntary ADSs, as set out in the Bonus
Letter;
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Matching RSU
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a Restricted Stock Unit granted to a Participant under the Plan, as set out in the Bonus Letter;
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Mixed Bonus
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the Bonus alternative whereby a Participant:
(i) opts for the payment of the Mixed Percentage of the net Bonus in Voluntary ADSs, and for the payment of the remaining part of the net Bonus in cash;
and
(ii) receives from AB InBev Discount RSU and Matching RSU as set
out in the Bonus Letter;
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Outsourcing
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a situation whereby (i) a Participant is dismissed by AB InBev or a subsidiary of AB InBev in the framework of a collective dismissal (in the meaning of the
Belgian Law of 13 February 1998 or its equivalent in the jurisdiction of the Participant) and is re-employed, together with the other persons who have been likewise dismissed, by a third-party company which is not an affiliate of
AB InBev and which provides services to AB InBev or a subsidiary of AB InBev; or (ii) a Participant is transferred by AB InBev or a subsidiary of AB InBev in the framework of the Belgian Collective Bargaining Agreement
No 32
bis
of 7 June 1985 (or its equivalent in the jurisdiction of the Participant) to a third-party company which is not an affiliate of AB InBev and which provides services to AB InBev or a subsidiary of AB
InBev;
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Participant
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a person working for AB InBev or its subsidiaries who received a Bonus Letter, or any Successor to whom Voluntary ADSs or Restricted Stock Units have been transferred in
accordance with these terms and conditions;
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3
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Personal Data
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each item of information relating to a Participant including (i) his/her identification data (e.g. name, private or professional contact details), (ii) electronic
identification data, (iii) personal characteristics (e.g. date of birth, gender, nationality), (iv) employer’s entity, (v) preferred language, (vi) financial data (e.g. details regarding bank account), (vii) details of
all stock options and all other entitlement to shares awarded, cancelled, purchased, vested, unvested or outstanding;
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Plan
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the AB InBev Share-Based Compensation Plan relating to American Depositary Shares of Anheuser-Busch InBev;
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Prohibited Period
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any period defined as such in the Code of Dealing;
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Pro-Rata Formula
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where:
PRR means the number of
Restricted Stock Units that will remain in full force and effect following the termination of employment
HR means the number of Restricted Stock Units held by the Participant immediately
prior to the termination of employment
M means the number of full calendar months of employment of the Participant within the AB InBev Group during the period from the Grant Date until the
date of termination of employment (for this purpose, employment with entities subsequently acquired by AB InBev shall be included);
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Purchase Price
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the price per Voluntary ADS in US Dollars as set out in the Bonus Letter;
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Resignation
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the termination by a Participant of employment with AB InBev or its subsidiaries;
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RSU
or
Restricted Stock Unit
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the right to receive from AB InBev one existing American Depositary Share in accordance with these terms and conditions;
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SBC
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the successive share-based compensation plans of AB InBev;
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Share
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an ordinary share of AB InBev (ISIN: BE0003793107);
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Shares Bonus
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the Bonus alternative whereby a Participant:
(i) opts for the payment of 100% of the net Bonus in Voluntary ADSs; and
(ii) receives from AB InBev Discount RSU and Matching RSU as set out in the Bonus Letter;
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4
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Successor
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the successor of a Participant as determined under the applicable law of succession and/or the persons designated by a Participant, in accordance with the applicable law of
succession, to inherit the rights of the Participant under the Plan after the death of the Participant;
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Vesting Date
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the date defined as such in the Bonus Letter;
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Vesting Period
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the period defined as such in the Bonus Letter;
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Voluntary ADS
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an American Depositary Share acquired by a Participant under the Mixed Bonus or the Shares Bonus. For the avoidance of doubt, the Voluntary ADSs do not include the Discount RSU
or the Matching RSU.
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5
Terms and conditions relating to the Voluntary ADSs
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1
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Delivery of the Voluntary ADSs
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The Voluntary ADSs will be delivered to the Participants as soon as practically possible after the receipt by AB InBev of the duly completed and submitted Acceptance Form. Participants who have not
submitted their Acceptance Form within the Confirmation Period will be deemed to have chosen the Cash Bonus alternative.
The
transfer of ownership of the Voluntary ADSs from AB InBev to the Participant will occur on the Grant Date.
Subject
to Clause VI 3.7 below, the Voluntary ADSs delivered to a Participant may not be transferred or encumbered with any security, pledge or other right, or otherwise pass to any third party during the Lock-Up Period.
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2.2
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After the Lock-Up Period
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Once the transfer restrictions referred to in Clause 2.1 above have expired,
i.e.
as from the Vesting Date, a Participant may:
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2.2.1
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keep the Voluntary ADSs in an account with the Administrator; or
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2.2.2
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instruct the Administrator to transfer the Voluntary ADSs to an account held with another financial institution; or
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2.2.3
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instruct the Administrator to sell the Voluntary ADSs, in which case the proceeds of the sale of the Voluntary ADSs will be paid to the Participant, after deduction of
all fees, costs and taxes due by the Participant to AB InBev (and/or its subsidiaries) and/or the Administrator as the result of the sale of the Voluntary ADSs.
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Unless indicated otherwise in these terms and conditions, AB InBev and/or its subsidiaries will bear the costs related to the
attribution of the Voluntary ADSs.
All taxes and employee social security contributions of any kind relating to,
inter
alia
, the attribution, the holding and the sale of the Voluntary ADSs and all other costs (including costs relating to the transfer and the sale of the Voluntary ADSs, the opening of a securities and/or a cash account, international transfers of
cash, and dividend payments) will be borne by the Participant. AB InBev and/or its subsidiaries may withhold from any payment or delivery of ADSs any income or social security taxes that are required to be withheld under any applicable law,
rule or regulation.
6
Terms and conditions relating to the Restricted Stock Units
The Discount RSU
and Matching RSU to which a Participant is entitled under the Mixed Bonus or the Shares Bonus will be granted in the form of Restricted Stock Units.
The Restricted
Stock Units are subject to a Vesting Period starting on the Grant Date.
On or shortly after the Vesting Date, AB InBev
will deliver one ADS per Restricted Stock Unit held by the Participant, subject to the provisions of these terms and conditions. Unless explicitly set forth otherwise in these terms and conditions, Restricted Stock Units do not confer any
shareholder’s rights.
Restricted Stock Units entitle their holder to a dividend equivalent, which represents an amount equal to the gross dividend paid by
AB InBev on its ordinary shares. This dividend equivalent will be granted to the Participants shortly after the payment of the dividend, in the form of additional Restricted Stock Units with the same vesting conditions, including the same
Vesting Date, and governed by the same terms and conditions as the original Restricted Stock Units.
The number of additional
Restricted Stock Units to which a Participant is entitled upon payment of a dividend will be calculated by AB InBev. The number will be equal to the amount of the gross dividend divided by the closing share price on Euronext Brussels of the AB
InBev ordinary share on the dividend payment date and multiplied by the number of Restricted Stock Units that the Participants holds. The result of this calculation will be rounded down to the closest unit.
Except
for transfers as a result of death (see Clause VI 3.7.2 below), Restricted Stock Units may not be transferred or encumbered with any security, pledge or other right, or otherwise pass to any third party.
The ADSs delivered upon vesting of the Restricted Stock Units are not subject to any transfer restrictions under the rules of the Plan.
All
costs related to the attribution of the Restricted Stock Units, the attribution of the additional Restricted Stock Units referred to in Clause V 1.3 above and the delivery of the underlying ADSs will be borne by AB InBev, except taxes
on stock exchange transactions and income and social security taxes on the income received by the Participants in connection with the delivery or the ownership of the Restricted Stock Units and with the delivery of the underlying ADSs. AB InBev
and/or its subsidiaries may withhold from any payment or delivery of ADSs any income or social security taxes that are required to be withheld under any applicable law, rule or regulation.
7
General provisions applicable to the Voluntary ADSs
and to the Restricted Stock Units
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1
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Approval of the Plan documentation
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The Plan forms part of an agreement between the Participant, the AB InBev affiliate that employs the Participant and AB InBev. By submitting their completed Acceptance Form, Participants
unconditionally agree to be bound by the contents of this document.
A Participant who fails to submit the completed Acceptance
Form before the expiry of the Confirmation Period and who does not object in writing to the Plan before the same date, will be deemed to have unconditionally agreed to the contents of this document.
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2
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Nature and characteristics of the ADSs
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The ADSs
(including the Voluntary ADSs) delivered to the Participant are ordinary American Depositary Shares issued under the deposit agreement with The Bank of New York Mellon (or any successor thereof) in the framework of the AB InBev American Depositary
Receipt facility managed by The Bank of New York Mellon (or any successor thereof) with all rights and benefits generally attached to such ADSs.
Participants
will be entitled to all dividends paid on the Voluntary ADSs, decided by AB InBev after the Grant Date.
The ADSs
delivered upon vesting of the Restricted Stock Units give the right to the dividends paid on such ADSs decided by AB InBev after the Vesting Date.
ADS holders receive cash dividends in U.S. dollars after the amount paid in euro on the ordinary shares represented by the ADSs is converted to U.S. dollars.
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3
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Expiry of the Restricted Stock Units before the Vesting Date and situation upon termination of service
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3.1
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Violation of the Voluntary ADSs transfer restrictions
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The Restricted Stock Units will automatically expire and become null and void if the Participant fails to comply with the Voluntary ADSs’ transfer restrictions referred to in Clause IV 2.
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3.2
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Dismissal for Serious Cause
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Upon Dismissal for Serious Cause of a Participant before the Vesting Date:
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3.2.1
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the Voluntary ADS will become freely transferable and the restrictions on transferability referred to in Clause IV 2 above will cease to apply on the date of the end of
employment; and
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3.2.2
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all Restricted Stock Units held by the Participant on the date of the end of employment, will automatically expire and become null and void.
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The above rules apply notwithstanding any recourse which might be introduced by a dismissed Participant against
such Dismissal.
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3.3
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Resignation before cumulated age of 70
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Without prejudice to Clause VI 3.7 below, in the case of Resignation before a cumulated age of 70 (i.e. the sum, on the date of the end of employment, of (i) the age of the Participant and
(ii) the number of years of employment of the Participant within the AB InBev Group) of a Participant before the Vesting Date:
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3.3.1
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the Voluntary ADSs will become freely transferable and the restrictions on transferability referred to in Clause IV 2 above will cease to apply on the date of
the end of employment; and
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3.3.2
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all Restricted Stock Units held by the Participant on the date of the end of employment, will automatically expire and become null and void.
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The above rules apply notwithstanding any recourse which might be introduced by a Participant.
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3.4
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Termination of employment before cumulated age of 70
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Without prejudice to Clause VI 3.7 below, in the case of termination of employment - other than a termination of employment resulting from a Resignation or a Dismissal for Serious Cause - before a
cumulated age of 70 (i.e. the sum, on the date of the end of employment, of (i) the age of the Participant and (ii) the number of years of employment of the Participant within the AB InBev Group) of a Participant before the Vesting Date:
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3.4.1
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the Voluntary ADSs will become freely transferable and the restrictions on transferability referred to in Clause IV 2 above will cease to apply on the date of
the end of employment;
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3.4.2
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if employment ends before the end of the second year following the Grant Date, all Restricted Stock Units held by the Participant will automatically expire and
become null and void;
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3.4.3
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if employment ends on or after the end of the second year following the Grant Date, a portion of the Restricted Stock Units will remain in full force and effect
and subject to these terms and conditions, provided that, if so requested by AB InBev, the Participant enters into a non-competition agreement. The modalities of the non-competition agreement will be agreed upon after the employment has ended.
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The portion of Restricted Stock Units that will remain in full force and effect as indicated above will be
calculated by AB InBev on the basis of the Pro-Rata Formula. The remaining Restricted Stock Units will automatically expire and become null and void.
The above rules also apply in case the termination of employment before a cumulated age of 70 results from an Outsourcing or a Divestiture.
The above rules apply notwithstanding any recourse which might be introduced by a dismissed Participant against the termination of
employment.
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3.5
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Termination of employment, including Resignation, at or after cumulated age of 70
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Without prejudice to Clause VI 3.7 below, in the case of termination of employment - other than a termination of employment resulting from
a Dismissal for Serious Cause - at or after a cumulated age of 70 (i.e. the sum, on the date of the end of employment, of (i) the age of
9
the Participant and (ii) the number of years of employment of the Participant within the AB InBev Group) of a Participant before the Vesting Date:
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3.5.1
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the Voluntary ADSs will become freely transferable and the restrictions on transferability referred to in Clause IV 2 above will cease to apply on the date of
the end of employment;
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3.5.2
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if employment ends before the end of the second year following the Grant Date:
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(i)
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if the Participant has participated in the SBC in each of the last five years (or as many years in that period in which the Participant has been eligible to
participate), a portion of the Restricted Stock Units will remain in full force and effect and subject to these terms and conditions, provided that, if so requested by AB InBev, the Participant enters into a non-competition agreement. The
modalities of the non-competition agreement will be agreed upon after the employment has ended.
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The portion of
Restricted Stock Units that will remain in full force and effect as indicated above will be calculated by AB InBev on the basis of the Pro-Rata Formula. The remaining Restricted Stock Units will automatically expire and become null and void;
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(ii)
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in all other cases, all Restricted Stock Units held by the Participant will automatically expire and become null and void;
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3.5.3
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if employment ends on or after the end of the second year following the Grant Date, a portion of the Restricted Stock Units will remain in full force and effect and
subject to these terms and conditions, provided that, if so requested by AB InBev, the Participant enters into a non-competition agreement. The modalities of the non-competition agreement will be agreed upon after the employment has ended.
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The portion of Restricted Stock Units that will remain in full force and effect as indicated above will be
calculated by AB InBev on the basis of the Pro-Rata Formula. The remaining Restricted Stock Units will automatically expire and become null and void.
The above rules also apply in case the termination of employment at or after a cumulated age of 70 results from an Outsourcing or a Divestiture.
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3.6
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Termination of employment, including Resignation, at or after cumulated age of 80
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Without prejudice to Clause VI 3.7 below, in the case of termination of employment - other than a termination of employment resulting from
a Dismissal for Serious Cause - at or after a cumulated age of 80 (i.e. the sum, on the date of the end of employment, of (i) the age of the Participant and (ii) the number of years of employment of the Participant within the AB InBev
Group) of a Participant before the Vesting Date :
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3.6.1
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the Voluntary ADSs will become freely transferable and the restrictions on transferability referred to in Clause IV 2 above will cease to apply on the date of
the end of employment;
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3.6.2
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the Restricted Stock Units will remain in full force and effect and subject to these terms and conditions.
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The above rules also apply in case the termination of employment at or after a cumulated age of 80 results from an Outsourcing or a
Divestiture.
10
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3.7
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Death or termination of employment following permanent disability
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Notwithstanding Clauses VI 3.3 to 3.6 above, in the case of death of a Participant or termination of employment following permanent disability of a Participant before the Vesting Date:
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3.7.1
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the Voluntary ADSs will become freely transferable and the restrictions on transferability referred to in Clause IV 2 above will cease to apply on the date of the end
of employment;
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3.7.2
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the Vesting Period referred to in Clause V 1.2 will automatically expire and all Restricted Stock Units will automatically vest. The ADSs to be delivered upon
vesting of these Restricted Stock Units will be delivered to the relevant Participant’s Successors (if applicable) shortly after the Participant’s death or to the Participant shortly after the termination of the Participant’s
employment following permanent disability.
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Except as provided in Clause VI 3.8 below, the notion of
“permanent disability” is to be defined by reference to the law governing the employment in the relevant jurisdiction of the Participant
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3.8
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Notwithstanding Clause VI 3.7 above, for Participants subject to taxation in the United States, “permanent disability” shall mean at least one of the
following:
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3.8.1
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the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period of not less than twelve (12) months;
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3.8.2
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the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a
continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participant’s AB InBev employer;
or
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3.8.3
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the Participant is determined to be totally disabled by the Social Security Administration.
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3.9
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In deviation from Clause VI 3.7 above, in the case of termination of employment of a Participant who is subject to taxation in the United States before
the Vesting Date following permanent disability that does not meet the definition of “permanent disability” under Clause VI 3.8 above, the Restricted Stock Units will remain in full force and effect and will vest on the Vesting Date.
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4
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Administration of the Plan
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4.1
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Delegation to the Committee
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The Board of Directors may delegate part or all powers under the Plan to the Committee. In the case of a delegation of powers, the Committee shall: (i) be responsible for the general administration
of the Plan in accordance with the provisions thereof, under the supervision of the Board of Directors; and (ii) be authorised to establish rules for the administration, interpretation and application of the Plan and, if necessary, to
interpret, amend and cancel these rules, in compliance with these terms and conditions.
11
In the case of a delegation of powers, the Board of Directors will retain full authority to
exercise all the rights and obligations of the Committee under the Plan at any time whatsoever, or to delegate them to another committee constituted by the Board of Directors.
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4.2
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(Sub-)delegation to the Administrator and to other third parties
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AB InBev has delegated to the Administrator part of the administration of the Plan, including the management of the website and the holding of the Voluntary ADSs and the Restricted Stock Units for the
account of the Participants.
The Board of Directors and the Committee may (sub-)delegate other well-specified powers to any
third party they deem appropriate.
In the case of a (sub-)delegation of powers, the Board of Directors and the Committee will
retain full authority to exercise all the rights and obligations so (sub-)delegated.
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4.3
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Neither AB InBev nor any member of the Board of Directors or the Committee shall be liable for any action or determination made in good faith with respect to the Plan.
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5
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Amendment to the capital structure and anti-dilution measures
|
AB InBev expressly reserves the right to proceed with corporate changes that have an impact on its capital, such as capital increases, including by incorporation of reserves in the capital, capital
decreases, issuance of convertible bonds, subscription rights or options, stock splits or reverse stock splits, combinations or reclassifications of its ordinary shares, mergers, (partial) demergers, as well as the right to amend the clauses in the
articles of association governing the allocation of profits or liquidation boni.
In the event that such corporate changes
would have an unfavourable effect on the Restricted Stock Units, the number of Restricted Stock Units and/or the number of ADS to which the Restricted Stock Units give rights will be adjusted for the purpose of safeguarding the interests of the
holders of Restricted Stock Units, in the manner determined at the sole discretion of the Board of Directors, subject to any required action by the Shareholders’ Meeting of AB InBev. The terms of such adjustment will be communicated to the
Participants in due time.
In the event that AB InBev would be merged into another company, the rights and obligations of
AB InBev under the Plan will automatically be transferred to the absorbing company and the Restricted Stock Units will no longer give the Participants the right to ADSs but instead the right to shares of the absorbing company, subject to
applicable law and to any applicable corporate approval. The number of shares of the absorbing company to which each Restricted Stock Units will give right will be determined at the sole discretion of the Board of Directors and/or the board of
directors of the absorbing company and will be communicated to the Participants in due time.
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6
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Electronic register, electronic evidence and electronic delivery
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6.1
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Electronic Share and RSU register
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The ADSs and Restricted Stock Units will be recorded in a register, which may be in electronic form and the maintenance of which has been delegated by AB InBev to the Administrator.
12
Electronic approvals, instructions, orders, statements and communications between a Participant, AB InBev, AB InBev affiliates
and any third party (including the Administrator) to which powers have been sub-delegated by AB InBev for the administration of the Plan will have the same legal status as written approvals, instructions, orders, statements and communications.
The written recording or the written reproduction of electronic approvals, instructions, orders, statements and communications received by AB InBev, AB InBev affiliates and any third party (including the Administrator) to which powers have
been sub-delegated by AB InBev for the administration of the Plan, will constitute conclusive evidence between the Participant, AB InBev, AB InBev affiliates and any third party (including the Administrator) to which powers have been
sub-delegated by AB InBev for the administration of the Plan, unless evidence to the contrary is provided by the Participant.
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6.3
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Consent to electronic delivery
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As a condition to receiving the Voluntary ADSs and the Restricted Stock Units, each Participant consents to delivery of all subsequent information relating to the Voluntary ADSs and the Restricted Stock
Units by electronic means, including e-mails to the Participants and postings on AB InBev’s website or intranet. Such information may include, amongst others, financial information concerning AB InBev. In order to access such
information, Participants will be required to access AB InBev’s e-mail system, website and/or intranet. By submitting the Acceptance Form, Participants are deemed to acknowledge that they have such access to the e-mail system of
AB InBev, to AB InBev’s website and intranet and ordinarily use them in the ordinary course of their employment. Participants may obtain paper copies of any such information by submitting a request to receive paper copies to their
respective People Department.
In
the event that the matrimonial regimes of Participants confer ownership or other rights on their spouses with respect to any of the Voluntary ADSs and Restricted Stock Units, those Participants undertake that their spouses shall appoint them as
their sole representatives for all matters arising in relation to the Voluntary ADSs and Restricted Stock Units.
In the event of a
Participant’s death, any Successor acquiring the Voluntary ADSs and the Restricted Stock Units shall inform AB InBev of the Participant’s death as soon as possible and at the latest one month from the date of death.
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9
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Modification of the terms and conditions
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The Board of Directors may unilaterally modify at any time the practical and/or accessory modalities of the terms and conditions (including the change of Administrator). It may also unilaterally modify
the terms and conditions when such modifications are required to comply with any change in legislation.
13
Notwithstanding any provisions to the contrary included in the terms and conditions, the Bonus Letter, the Acceptance Form or any other
document relating to the Plan:
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10.1
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the grant of ADSs and/or Restricted Stock Units to the Participant in the framework of the Plan is unrelated to his occupational pension rights or pension
claims, so that this grant cannot affect these occupational pension rights and claims;
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10.2
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the Plan, the terms and conditions, the Bonus Letter, the Acceptance Form or any other document relating to the Plan do not confer upon the Participant any right
to continued employment for any period of specific duration or interfere with or otherwise restrict in any way the rights of AB InBev or its subsidiaries to terminate the Participant’s employment according to the applicable regulations in
respect of termination thereof;
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10.3
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the grant of Voluntary ADSs and/or of Restricted Stock Units cannot be considered as a right acquired for the future.
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11
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Privacy and processing of Personal Data
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The Data Controller is responsible for the collection and processing of Personal Data as is necessary for the setting-up and administration of the Plan.
The Personal Data collected,
inter alia,
by way of the Acceptance Form will be used exclusively for the purposes of the
administration of the Plan.
The Data Controller can transfer the Personal Data to the Data Processor and the employer of the
Participant for the above purposes as well as to regulatory authorities for the purpose of complying with legal obligations in connection with the Plan. Such recipients may be located in jurisdictions outside the European Economic Area that may not
provide an adequate level of personal data protection.
The Data Controller and the Data Processor shall abide by the Belgian
law of 8 December 1992 on privacy protection in relation to the processing of personal data, as amended from time to time, and its implementing decrees.
Through their signature of the Acceptance Form, the Participants give their consent to the collection and processing of their Personal Data as described in this Clause 11.
The Participants have the right to access and correct their Personal Data by sending a written and signed request to their local People
officer.
If any
provision in this document is held to be illegal, invalid or unenforceable, in whole or in part, under any applicable law, that provision will be deemed not to form part of this document, and the legality, validity or enforceability of the remainder
of this document will not be affected.
These
terms and conditions are governed by Belgian law. Any dispute relating thereto is to be submitted to the competent Belgian courts.
14
Exhibit 4.5
Anheuser-Busch InBev
People Bets Share Purchase Plan
Defined Terms
When used in this document, the following terms shall have the meaning ascribed to them as indicated below, unless expressly indicated otherwise:
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AB InBev
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Anheuser-Busch InBev NV/SA with its registered office at Grand Place 1, B-1000 Brussels, Belgium;
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Acceptance Form
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the form in which the Participant indicates his acceptance or refusal to participate in the Plan and to purchase from AB InBev the Purchased Shares;
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ADS
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an American Depositary Share issued under the deposit agreement with the Bank of New York Mellon (or any successor thereof) traded on the New York Stock Exchange (ISIN:
US03524A1088) and representing one Share or the right to receive one Share of AB InBev;
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Banking Day
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any day other than a Saturday, a Sunday or a public holiday in Belgium, on which banks in Belgium are open for business;
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Board of Directors
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the board of directors of AB InBev;
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Code of Dealing
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the AB InBev Dealing Code, as amended from time to time;
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Committee
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the Remuneration Committee of AB InBev;
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Confirmation Period
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the period during which a Participant must return the completed Acceptance Form to AB InBev, as indicated in the Offer Letter;
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Data Controller
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AB InBev;
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Data Processor
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any third party designated by the Data Controller to process Personal Data on behalf of the Data Controller in accordance with Clause VI 10 for the implementation, administration
and management of the Plan and the Share register and RSU register in electronic form;
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Discount RSU
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a Restricted Stock Unit granted to a Participant under the Plan, as set out in the Offer Letter;
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Dismissal
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termination of employment by AB InBev or its subsidiaries;
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Dismissal for Serious Cause
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termination of employment for serious cause (as determined by the Chief People Officer of AB InBev (or other designee of the Chief People Officer of AB InBev) or, if
applicable, as defined in relevant local law) by AB InBev or its subsidiaries;
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Divestiture
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a situation whereby the Participant’s employer is no longer a subsidiary of AB InBev following a divestiture through the sale of shares in the said AB InBev
subsidiary or otherwise;
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Eligible Employee
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a person working for AB InBev or its subsidiaries who received an Offer Letter;
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Grant Date
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the date mentioned in the Offer Letter;
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2
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Lock-Up Period
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the period defined as such in the Offer Letter;
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Matching RSU
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a Restricted Stock Unit granted to a Participant under the Plan, as set out in the Offer Letter;
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Offer Amount
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the amount specified in the Offer Letter which corresponds to the economic value of the Purchased Shares that an Eligible Employee is entitled to purchase from AB InBev in the
framework of this Plan;
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Offer Letter
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the letter whereby AB InBev communicates the details of the offer made to the Eligible Employee under the Plan;
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Outsourcing
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a situation whereby (i) a Participant is dismissed by AB InBev or a subsidiary of AB InBev in the framework of a collective dismissal (in the meaning of the
Belgian Law of 13 February 1998 or its equivalent in the jurisdiction of the Participant) and is re-employed, together with the other persons who have been likewise dismissed, by a third-party company which is not an affiliate of
AB InBev and which provides services to AB InBev; or (ii) a Participant is transferred by AB InBev or a subsidiary of AB InBev in the framework of the Belgian Collective Bargaining Agreement No 32
bis
of
7 June 1985 (or its equivalent in the jurisdiction of the Participant) to a third-party company which is not an affiliate of AB InBev and which provides services to AB InBev;
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Participant
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an Eligible Employee who accepted the offer of AB InBev to participate in the Plan, as set out in the Offer Letter, and who returned a duly completed Acceptance Form to AB InBev
in accordance with these terms and conditions, or any Successor to whom Purchased Shares or Restricted Stock Units have been transferred in accordance with these terms and conditions;
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Personal Data
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each item of information relating to a Participant including (i) his/her identification data (e.g. name, private or professional contact details), (ii) electronic
identification data, (iii) personal characteristics (e.g. date of birth, gender, nationality), (iv) employer’s entity, (v) preferred language, (vi) financial data (e.g. details regarding bank account), (vii) details of
all stock options and all other entitlement to shares awarded, cancelled, purchased, vested, unvested or outstanding;
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Plan
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the AB InBev People Bets Share Purchase Plan;
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Prohibited Period
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any period defined as such in the Code of Dealing;
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3
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Pro-Rata Formula
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where:
PRR means the number of
Restricted Stock Units that will remain in full force and effect following the termination of employment
HR means the number of Restricted Stock Units held by the Participant immediately
prior to the termination of employment
M means the number of full calendar months of employment of the Participant within the AB InBev Group during the period from the Grant Date until the
date of termination of employment;
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Purchase Price
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the price per Purchased Share in Euros as set out in the Offer Letter;
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Purchased Share
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a Share acquired by a Participant in the framework of the Plan. For the avoidance of doubt, the Purchased Shares do not include the Discount RSU or the Matching
RSU.
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Resignation
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the termination by a Participant of employment with AB InBev or its subsidiaries;
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RSU
or
Restricted Stock Unit
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the right to receive from AB InBev one existing Share in accordance with these terms and conditions;
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SBC
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the successive share-based compensation plans of AB InBev;
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Share
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an ordinary share of AB InBev (ISIN: BE0003793107);
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Successor
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the successor of a Participant as determined under the applicable law of succession and/or the persons designated by a Participant, in accordance with the applicable law of
succession, to inherit the rights of the Participant under the Plan after the death of the Participant;
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Vesting Date
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the date defined as such in the Offer Letter;
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Vesting Period
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the period defined as such in the Offer Letter;
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4
Terms and conditions relating to the Purchased Shares
The Purchased
Shares are registered Shares and are recorded in the Share register of AB InBev, which may be held in electronic form. A non-transferable certificate reflecting the entries in the register of registered Shares will be remitted to the
Participants, upon their request.
The Purchased Shares may not be converted into dematerialised Shares as long as they are
subject to the transfer restrictions referred to in Clause IV 3 below.
Purchased Shares that are no longer subject to the
transfer restrictions referred to in Clause IV 3 below may, at the request of a Participant, be converted into dematerialised Shares.
Participants
will be entitled to all dividends paid on the Purchased Shares, decided by AB InBev after the Grant Date.
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2
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Delivery of the Purchased Shares
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The Purchased Shares will be delivered to the Participants as soon as practically possible after the receipt by AB InBev of the duly completed and executed Acceptance Form.
Eligible Employees who have not returned their executed Acceptance Form within the Confirmation Period will be deemed to have refused AB
InBev’s offer to participate in the Plan.
The transfer of ownership of the Purchased Shares from AB InBev to the
Participant will occur on the Grant Date.
Subject
to Clause VI 2 below, the Purchased Shares delivered to a Participant may not be transferred or encumbered with any security, pledge or other right, or otherwise pass to any third party during the Lock-Up Period.
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3.2
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After the Lock-Up Period
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Once the transfer restrictions referred to in Clause 3.1 above have expired,
i.e.
as from the Vesting Date, a Participant may:
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3.2.1
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keep the Purchased Shares in registered form; or
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3.2.2
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request the conversion of the Purchased Shares into dematerialised Shares or into ADSs and their transfer on a securities account; or
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3.2.3
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sell the Purchased Shares. To that effect, the Participant shall:
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5
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(i)
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instruct AB InBev to convert the Purchased Shares into dematerialised Shares,
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(ii)
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instruct AB InBev to deliver the Purchased Shares on behalf of the Participant to the financial intermediary, appointed by AB InBev, in charge of selling the
Purchased Shares on the market on behalf of the Participant, and
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(iii)
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request AB InBev to instruct such financial intermediary to sell the Purchased Shares on the market.
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The proceeds of the sale of the Purchased Shares will be paid to the Participant, after deduction of all fees, costs and taxes due by the
Participant as the result of the sale of the Purchased Shares.
AB InBev and/or its subsidiaries will bear the costs related to the attribution of the Purchased Shares.
All taxes and employee social security contributions of any kind relating to,
inter alia
, the attribution, the holding and the sale
of the Purchased Shares and all other costs (including costs relating to the conversion of the Purchased Shares, the transfer and the sale of the Purchased Shares, the opening of a securities and/or a cash account, international transfers of cash,
and dividend payments) will be borne by the Participant.
6
Terms and conditions relating to the Restricted Stock Units
The Discount RSU
and Matching RSU to which a Participant is entitled under the Plan will be granted in the form of Restricted Stock Units.
The Restricted
Stock Units are subject to a Vesting Period starting on the Grant Date.
On or shortly after the Vesting Date, AB InBev
will deliver one Share per Restricted Stock Unit held by the Participant, subject to the provisions of these terms and conditions. Unless explicitly set forth otherwise in these terms and conditions, Restricted Stock Units do not confer any
shareholder’s rights.
At the request of the Participant, AB InBev may deliver ADSs listed on the New York Stock
Exchange in lieu of Shares upon vesting of the Restricted Stock Units. To this end, Participants will need to indicate in writing to AB InBev before the Vesting Date that they want to be delivered ADSs in lieu of Shares. Where a Participant has
requested ADSs be delivered in lieu of Shares upon vesting of the Restricted Stock Units, all references in the Plan to Shares underlying Restricted Stock Units and Shares that were acquired upon vesting of the Restricted Stock Units shall include
ADSs.
Restricted Stock Units entitle their holder to a dividend equivalent, which represents an amount equal to the gross dividend paid by
AB InBev on the Shares underlying the Restricted Stock Units. This dividend equivalent will be granted to the Participants shortly after the payment of the dividend, in the form of additional Restricted Stock Units with the same vesting
conditions, including the same Vesting Date, and governed by the same terms and conditions as the original Restricted Stock Units.
The number of additional Restricted Stock Units to which a Participant is entitled upon payment of a dividend on the Shares underlying the Restricted Stock Units will be calculated by AB InBev. The
number will be equal to the amount of the gross dividend divided by the closing share price on Euronext Brussels of the AB InBev Share on the dividend payment date and multiplied by the number of Restricted Stock Units that the Participants holds.
The result of this calculation will be rounded down to the closest unit.
Except
for transfers as a result of death (see Clause VI 2.7.2 below), Restricted Stock Units may not be transferred or encumbered with any security, pledge or other right, or otherwise pass to any third party.
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2
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Nature and characteristics of the underlying Shares
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The Shares to be
delivered to the holders of Restricted Stock Units upon vesting of the Restricted Stock Units are existing ordinary Shares of AB InBev with all rights and benefits
7
generally attached to such Shares. AB InBev will, at its discretion, deliver Shares in dematerialised (electronic or book-entry) form or in registered form.
The Shares
delivered upon vesting of the Restricted Stock Units give the right to the dividends paid on such Shares decided by AB InBev after the Vesting Date.
The
Shares delivered upon vesting of the Restricted Stock Units are not subject to any transfer restrictions under the rules of the Plan.
All
costs related to the attribution of the Restricted Stock Units, the attribution of the additional Restricted Stock Units referred to in Clause V 1.3 above and the delivery of the underlying Shares will be borne by AB InBev, except
taxes on stock exchange transactions and income and social security taxes on the income received by the Participants in connection with the delivery or the ownership of the Restricted Stock Units and with the delivery of the underlying Shares or
ADSs. AB InBev may withhold from any payment or delivery of Shares or ADSs any income or social security taxes that are required to be withheld under any applicable law, rule or regulation.
8
General provisions applicable to the Purchased Shares and to the Restricted Stock Units
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1
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Approval of the Plan documentation
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The Plan forms part of an agreement between the Participant, the AB InBev affiliate that employs the Participant and AB InBev. By accepting the offer made to them by AB InBev in the framework of
the Plan and returning their completed Acceptance Form, Participants unconditionally agree to be bound by the contents of this document.
Eligible Employees who have not returned their executed Acceptance Form within the Confirmation Period will be deemed to have refused AB InBev’s offer to participate in the Plan and will not be
entitled to receive the cash value of the Offer Amount.
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2
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Expiry of the Restricted Stock Units before the Vesting Date and situation upon termination of service
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2.1
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Violation of the Purchased Shares transfer restrictions
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The Restricted Stock Units will automatically expire and become null and void if the Participant fails to comply with the Purchased Shares’ transfer restrictions referred to in Clause IV 3.
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2.2
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Dismissal for Serious Cause
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Upon Dismissal for Serious Cause of a Participant before the Vesting Date:
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2.2.1
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the Purchased Shares will become freely transferable and the restrictions on transferability referred to in Clause IV 3 above will cease to apply on the date of the end
of employment; and
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2.2.2
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all Restricted Stock Units held by the Participant on the date of the end of employment, will automatically expire and become null and void.
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The above rules apply notwithstanding any recourse which might be introduced by a dismissed Participant against such Dismissal.
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2.3
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Resignation before cumulated age of 70
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Without prejudice to Clause VI 2.7 below, in the case of Resignation before a cumulated age of 70 (i.e. the sum, on the date of the end of employment, of (i) the age of the Participant and
(ii) the number of years of employment of the Participant within the AB InBev Group) of a Participant before the Vesting Date:
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2.3.1
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the Purchased Shares will become freely transferable and the restrictions on transferability referred to in Clause IV 3 above will cease to apply on the date of the end
of employment; and
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2.3.2
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all Restricted Stock Units held by the Participant on the date of the end of employment, will automatically expire and become null and void.
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9
The above rules apply notwithstanding any recourse which might be introduced by a
Participant.
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2.4
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Termination of employment before cumulated age of 70
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Without prejudice to Clause VI 2.7 below, in the case of termination of employment - other than a termination of employment resulting from a Resignation or a Dismissal for Serious Cause - before a
cumulated age of 70 (i.e. the sum, on the date of the end of employment, of (i) the age of the Participant and (ii) the number of years of employment of the Participant within the AB InBev Group) of a Participant before the Vesting Date:
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2.4.1
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the Purchased Shares will become freely transferable and the restrictions on transferability referred to in Clause IV 3 above will cease to apply on the date of the end
of employment;
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2.4.2
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if employment ends before the end of the second year following the Grant Date, all Restricted Stock Units held by the Participant will automatically expire and become
null and void;
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2.4.3
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if employment ends on or after the end of the second year following the Grant Date, a portion of the Restricted Stock Units will remain in full force and effect and
subject to these terms and conditions, provided that, if so requested by AB InBev, the Participant enters into a non-competition agreement. The modalities of the non-competition agreement will be agreed upon after the employment has ended.
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The portion of Restricted Stock Units that will remain in full force and effect as indicated above will be
calculated by AB InBev on the basis of the Pro-Rata Formula. The remaining Restricted Stock Units will automatically expire and become null and void.
The above rules also apply in case the termination of employment before a cumulated age of 70 results from an Outsourcing or a Divestiture.
The above rules apply notwithstanding any recourse which might be introduced by a dismissed Participant against the termination of
employment.
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2.5
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Termination of employment at or after cumulated age of 70
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Without prejudice to Clause VI 2.7 below, in the case of termination of employment - other than a termination of employment resulting from a Dismissal for Serious Cause - at or after a cumulated age of 70
(i.e. the sum, on the date of the end of employment, of (i) the age of the Participant and (ii) the number of years of employment of the Participant within the AB InBev Group) of a Participant before the Vesting Date:
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2.5.1
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the Purchased Shares will become freely transferable and the restrictions on transferability referred to in Clause IV 3 above will cease to apply on the date of the end
of employment.
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2.5.2
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if employment ends before the end of the second year following the Grant Date all Restricted Stock Units held by the Participant will automatically expire and become
null and void;
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2.5.3
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if employment ends on or after the end of the second year following the Grant Date, a portion of the Restricted Stock Units will remain in full force
and effect and subject to these terms and conditions, provided that, if so requested by AB InBev,
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10
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the Participant enters into a non-competition agreement. The modalities of the non-competition agreement will be agreed upon after the employment has ended.
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The portion of Restricted Stock Units that will remain in full force and effect as indicated above will be calculated by AB InBev on
the basis of the Pro-Rata Formula. The remaining Restricted Stock Units will automatically expire and become null and void.
The above rules also apply in case the termination of employment at or after a cumulated age of 70 results from an Outsourcing or a
Divestiture.
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2.6
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Termination of employment at or after cumulated age of 80
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Without prejudice to Clause VI 2.7 below, in the case of termination of employment - other than a termination of employment resulting from a Dismissal for Serious Cause - at or after a cumulated age of 80
(i.e. the sum, on the date of the end of employment, of (i) the age of the Participant and (ii) the number of years of employment of the Participant within the AB InBev Group) of a Participant before the Vesting Date :
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2.6.1
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the Purchased Shares will become freely transferable and the restrictions on transferability referred to in Clause IV 3 above will cease to apply on the date of the end
of employment;
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2.6.2
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the Restricted Stock Units will remain in full force and effect and subject to these terms and conditions.
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The above rules also apply in case the termination of employment at or after a cumulated age of 80 results from an Outsourcing or a
Divestiture.
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2.7
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Death or termination of employment following permanent disability
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Notwithstanding Clauses VI 2.3 to 2.6 above, in the case of death of a Participant or termination of employment following permanent disability of a Participant before the Vesting Date:
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2.7.1
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the Purchased Shares will become freely transferable and the restrictions on transferability referred to in Clause IV 3 above will cease to apply on the date of death;
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2.7.2
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the Vesting Period referred to in Clause V 1.2 will automatically expire and all Restricted Stock Units will automatically vest. The Shares to be delivered
upon vesting of these Restricted Stock Units will be delivered to the relevant Participant’s Successors (if applicable) shortly after the Participant’s death or to the Participant shortly after the termination of the Participant’s
employment following permanent disability.
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Except as provided in Clause VI 2.8 below, the notion of
“permanent disability” is to be defined by reference to the law governing the employment in the relevant jurisdiction of the Participant
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2.8
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Notwithstanding Clause VI 2.7 above, for Participants subject to taxation in the United States, “permanent disability” shall mean at least one of the
following:
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2.8.1
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the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can
be expected to
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11
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result in death or can be expected to last for a continuous period of not less than twelve (12) months;
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2.8.2
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the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a
continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participant’s AB InBev employer;
or
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2.8.3
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the Participant is determined to be totally disabled by the Social Security Administration.
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2.9
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In deviation from Clause VI 2.7 above, in the case of termination of employment of a Participant who is subject to taxation in the United States before the
Vesting Date following permanent disability that does not meet the definition of “permanent disability” under Clause VI 2.8 above, the Restricted Stock Units will remain in full force and effect and will vest on the Vesting Date.
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3
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Administration of the Plan
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3.1
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Delegation to the Committee
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The Board of Directors may delegate part or all powers under the Plan to the Committee. In the case of a delegation of powers, the Committee shall: (i) be responsible for the general administration
of the Plan in accordance with the provisions thereof, under the supervision of the Board of Directors; and (ii) be authorised to establish rules for the administration, interpretation and application of the Plan and, if necessary, to
interpret, amend and cancel these rules, in compliance with these terms and conditions.
In the case of a delegation of powers,
the Board of Directors will retain full authority to exercise all the rights and obligations of the Committee under the Plan at any time whatsoever, or to delegate them to another committee constituted by the Board of Directors.
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3.2
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(Sub-)delegation to any third party
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The Board of Directors and the Committee may (sub-)delegate certain well-specified powers to any third party they deem appropriate.
In the case of a (sub-)delegation of powers, the Board of Directors and the Committee will retain full authority to exercise all the rights and obligations so delegated.
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3.3
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Neither AB InBev nor any member of the Board of Directors or the Committee shall be liable for any action or determination made in good faith with respect to the
Plan.
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4
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Amendment to the capital structure and anti-dilution measures
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AB InBev expressly reserves the right to proceed with corporate changes that have an impact on its capital, such as capital increases, including by incorporation of reserves in the capital, capital
decreases, issuance of convertible bonds, subscription rights or options, stock splits or reverse stock splits, combinations or reclassifications of the Shares, mergers, (partial) demergers, as well as the right to amend the clauses in the articles
of association governing the allocation of profits or liquidation boni.
12
In the event that such corporate changes would have an unfavourable effect on the Restricted
Stock Units, the number of Restricted Stock Units and/or the number of Shares to which the Restricted Stock Units give rights will be adjusted for the purpose of safeguarding the interests of the holders of Restricted Stock Units, in the manner
determined at the sole discretion of the Board of Directors, subject to any required action by the Shareholders’ Meeting of AB InBev. The terms of such adjustment will be communicated to the Participants in due time.
In the event that AB InBev would be merged into another company, the rights and obligations of AB InBev under the Plan will
automatically be transferred to the absorbing company and the Restricted Stock Units will no longer give the Participants the right to Shares but instead the right to shares of the absorbing company, subject to applicable law and to any applicable
corporate approval. The number of shares of the absorbing company to which each Restricted Stock Units will give right will be determined at the sole discretion of the Board of Directors and/or the board of directors of the absorbing company and
will be communicated to the Participants in due time.
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5
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Electronic register, electronic evidence and electronic delivery
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5.1
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Electronic Share and RSU register
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The Shares and Restricted Stock Units will be recorded in a register, which may be in electronic form and the maintenance of which may be delegated by AB InBev to a third party.
Electronic approvals, instructions, orders, statements and communications between a Participant, AB InBev, AB InBev affiliates
and any third party to which powers have been sub-delegated by AB InBev for the administration of the Plan will have the same legal status as written approvals, instructions, orders, statements and communications. The written recording or the
written reproduction of electronic approvals, instructions, orders, statements and communications received by AB InBev, AB InBev affiliates and any third party to which powers have been sub-delegated by AB InBev for the administration
of the Plan, will constitute conclusive evidence between the Participant, AB InBev, AB InBev affiliates and any third party to which powers have been sub-delegated by AB InBev for the administration of the Plan, unless evidence to the
contrary is provided by the Participant.
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5.3
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Consent to electronic delivery
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As a condition to receiving the Purchased Shares and the Restricted Stock Units, each Participant consents to delivery of all subsequent information relating to the Purchased Shares and the Restricted
Stock Units by electronic means, including e-mails to the Participants and postings on AB InBev’s website or intranet. Such information may include, amongst others, financial information concerning AB InBev. In order to access such
information, Participants will be required to access AB InBev’s e-mail system, website and/or intranet. By returning the Acceptance Form, Participants are deemed to acknowledge that they have such access to the e-mail system of
AB InBev, to AB InBev’s website and intranet and ordinarily use them in the ordinary course of their employment. Participants may obtain paper copies of any such information by submitting a request to receive paper copies to their
respective People Department.
13
In
the event that the matrimonial regimes of Participants confer ownership or other rights on their spouses with respect to any of the Purchased Shares or Restricted Stock Units, those Participants undertake that their spouses shall appoint them as
their sole representatives for all matters arising in relation to the Purchased Shares and Restricted Stock Units.
In the event of a
Participant’s death, any Successor acquiring the Purchased Shares and the Restricted Stock Units shall inform AB InBev of the Participant’s death as soon as possible and at the latest one month from the date of death.
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8
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Modification of the terms and conditions
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The Board of Directors may unilaterally modify at any time the practical and/or accessory modalities of the terms and conditions. It may also unilaterally modify the terms and conditions when such
modifications are required to comply with any change in legislation.
Notwithstanding any provisions to the contrary included in the terms and conditions, the Offer Letter, the Acceptance Form or any other
document relating to the Plan:
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9.1
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the sale of Shares and grant of Restricted Stock Units to the Participant in the framework of the Plan is unrelated to his occupational pension rights or pension
claims, so that it cannot affect these occupational pension rights and claims;
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9.2
|
the Plan, the terms and conditions, the Offer Letter, the Acceptance Form or any other document relating to the Plan do not confer upon the Participant any right
to continued employment for any period of specific duration or interfere with or otherwise restrict in any way the rights of AB InBev or its subsidiaries to terminate the Participant’s employment according to the applicable regulations in
respect of termination thereof;
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9.3
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the sale of Purchased Shares and grant of Restricted Stock Units cannot be considered as a right acquired for the future.
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10
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Privacy and processing of Personal Data
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The Data Controller is responsible for the collection and processing of Personal Data as is necessary for the setting-up and administration of the Plan and the Share register of AB InBev in
electronic form.
The Personal Data collected,
inter alia,
by way of the Acceptance Form will be used exclusively for
the purposes of the administration of the Plan and the maintenance of the Share register of AB InBev in electronic form.
The Data Controller can transfer the Personal Data to the Data Processor and the employer of the Participant for the above purposes as
well as to regulatory authorities for the purpose of complying with legal obligations in connection with the Plan. Such recipients may be located in jurisdictions outside the European Economic Area that may not provide an adequate level of personal
data protection.
14
The Data Controller and the Data Processor shall abide by the Belgian law of 8 December
1992 on privacy protection in relation to the processing of personal data, as amended from time to time, and its implementing decrees.
Through their signature of the Acceptance Form, the Participants give their consent to the collection and processing of their Personal Data as described in this Clause 10.
The Participants have the right to access and correct their Personal Data by sending a written and signed request to their local People
officer.
If any
provision in this document is held to be illegal, invalid or unenforceable, in whole or in part, under any applicable law, that provision will be deemed not to form part of this document, and the legality, validity or enforceability of the remainder
of this document will not be affected.
The
Purchased Shares, the Restricted Stock Units and these terms and conditions are governed by Belgian law.
15
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors of
Anheuser-Busch InBev SA/NV :
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated
April 14, 2010, with respect to the consolidated statement of financial position of Anheuser-Busch InBev SA/NV and subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of income, comprehensive income,
changes in equity and cash flows for each of the years in the three-year period ended December 31, 2009, which report appears in the Annual Report on Form 20-F of Anheuser-Busch InBev SA/NV for the year ended December 31, 2009.
KPMG Bedrijfsrevisoren – Réviseurs d’Entreprises
Statutory auditor
represented by
/s/ Jos Briers
Réviseur d’Entreprises/Bedrijfsrevisor
Brussels, BELGIUM
February 4, 2011
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of Anheuser-Busch InBev SA/NV of our report dated April 14, 2010, relating to the financial statements of the Anheuser-Busch US Beer and Packaging reporting entities as of
and for the year ended December 31, 2009, and our report dated June 26, 2009, relating to the financial statement of Anheuser-Busch Companies, Inc. as of December 31, 2008, which appear in Anheuser-Busch InBev SA/NV’s annual
report on Form 20-F for the year ended December 31, 2009. The financial statements of the Anheuser-Busch US Beer and Packaging reporting entities and of Anheuser-Busch Companies, Inc. are not separately presented in Anheuser-Busch InBev
SA/NV’s annual report on Form 20-F.
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/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
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St. Louis, MO
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February 4, 2011
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Exhibit 24.1
POWER OF ATTORNEY
Reference is hereby made to the proposed registration
by Anheuser-Busch InBev SA/NV (“
AB InBev
”) under the US Securities Act of 1933, as amended (the “
Securities Act
”), of ordinary shares of AB InBev, without nominal value, and American Depositary Shares, evidenced by
American Depositary Receipts, each representing one ordinary share without nominal value, in each case to be offered and sold by AB InBev (the “
Securities
”) pursuant to the following plans: the Share-Based Compensation Plan, the
Share-Based Compensation Plan Relating to American Depositary Shares of Anheuser-Busch InBev, and the People Bets Compensation Scheme. Such Securities will be registered on one or more registration statements on Form S-8 (each such registration
statement, a “
Registration Statement
”) filed with the US Securities and Exchange Commission (the “
SEC
”).
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints any Vice President of AB InBev, the Corporate Secretary, or any Assistant Corporate Secretary of
AB InBev, and each of them, with full power to act alone, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his or her name, place and stead, in any and all capacities, to
sign one or more Registration Statements, any and all amendments thereto (including post-effective amendments) and any subsequent registration statement in respect of the Securities that is to be effective upon filing by AB InBev pursuant to
Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together,
shall constitute one instrument.
[
Remainder of this page left intentionally blank
.]
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Date: January 27, 2011
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By:
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/s/ Carlos Brito
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Carlos Brito
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Chief Executive Officer
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Date: January 27, 2011
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By:
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/s/ Felipe Dutra
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Felipe Dutra
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Chief Financial Officer
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Date:
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By:
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August A. Busch IV
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Director
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Date:
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By:
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Jean-Luc Dehaene
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Director
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Date: January 27, 2011
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By:
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/s/ Stéfan Descheemaeker
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Stéfan Descheemaeker
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Director
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Date: January 27, 2011
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By:
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/s/ Peter Harf
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Peter Harf
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Director
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(Chairman of the Board)
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Date: January 27, 2011
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By:
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/s/ Marcel Hermann Telles
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Marcel Hermann Telles
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Director
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Date: January 27, 2011
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By:
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/s/ Jorge Paulo Lemann
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Jorge Paulo Lemann
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Director
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[
Board of
Directors Power of Attorney – S-8
]
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Date: January 27, 2011
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By:
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/s/ Arnoud de Pret Roose de Calesberg
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Arnoud de Pret Roose de Calesberg
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Director
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Date: January 27, 2011
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By:
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/s/ Grégoire de Spoelberch
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Grégoire de Spoelberch
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Director
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Date: January 27, 2011
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By:
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/s/ Kees J. Storm
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Kees J. Storm
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Director
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Date: January 27, 2011
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By:
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/s/ Roberto Moses Thompson Motta
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Roberto Moses Thompson Motta
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Director
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Date: January 27, 2011
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By:
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/s/ Alexandre Van Damme
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Alexandre Van Damme
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Director
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Date: January 27, 2011
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By:
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/s/ Carlos Alberto da Veiga Sicupira
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Carlos Alberto da Veiga Sicupira
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Director
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Date: January 27, 2011
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By:
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/s/ Mark Winkelman
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Mark Winkelman
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Director
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[
Board of
Directors Power of Attorney – S-8
]
Exhibit 24.2
POWER OF ATTORNEY
Reference is hereby made to the proposed registration
by Anheuser-Busch InBev SA/NV (“
AB InBev
”) under the US Securities Act of 1933, as amended (the “
Securities Act
”), of ordinary shares of AB InBev, without nominal value, and American Depositary Shares, evidenced by
American Depositary Receipts, each representing one ordinary share without nominal value, in each case to be offered and sold by AB InBev (the “
Securities
”) pursuant to the following plans: the Share-Based Compensation Plan, the
Share-Based Compensation Plan Relating to American Depositary Shares of Anheuser-Busch InBev, and the People Bets Share Purchase Plan. Such Securities will be registered on one or more registration statements on Form S-8 (each such registration
statement, a “
Registration Statement
”) filed with the US Securities and Exchange Commission (the “
SEC
”).
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints any Vice President of AB InBev, the Corporate Secretary, or any Assistant Corporate Secretary of
AB InBev, and each of them, with full power to act alone, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign one or
more Registration Statements, any and all amendments thereto (including post-effective amendments) and any subsequent registration statement in respect of the Securities that is to be effective upon filing by AB InBev pursuant to Rule 462(b)
under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them,
or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
[
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left intentionally blank
.]
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Date: February 3, 2011
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By:
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/s/ John Blood
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Name:
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John Blood
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Title:
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Authorized Representative in the United States
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[
Authorized
Representative Power of Attorney – S-8
]