Registration Statement 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)

 

 

 

Belgium   None

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification Number)

Brouwerijplein 1,

3000 Leuven, Belgium

(Address of Principal Executive Offices)

 

 

Restricted Stock Units Plan for Directors

(Full Title of Plans)

 

 

John Blood

c/o Anheuser-Busch InBev Services, LLC

250 Park Avenue

New York, New York 10017

Tel. No.: (212) 573-8800

(Name, Address and Telephone Number of Agent for Service)

Copies to:

John Horsfield-Bradbury

Sullivan & Cromwell LLP

1 New Fetter Lane

London EC4A 1AN

United Kingdom

Tel. No.: +44-20-7959-8900

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and an “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

☒

  

Accelerated filer

 

☐

Non-accelerated filer

 

☐

  

Smaller reporting company

 

☐

    

Emerging growth company

 

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of Securities
To Be Registered (1) 		  Amount
To Be
Registered (2) 		  Proposed
Maximum
Offering Price
Per Share (3) 		  Proposed
Maximum
Aggregate
Offering Price 		  Amount of
Registration Fee  (2)

Ordinary shares of Anheuser-Busch InBev SA/NV without nominal value (“ Ordinary Shares ”) (granted pursuant to the Restricted Stock Units Plan for Directors

  250,000   $82.65   $20,662,500   $2,504.30

Total

          $20,662,500   $2,504.30

 

 

(1)

Ordinary Shares may be represented by American Depositary Shares (“ ADSs ”), each of which represents one Ordinary Share and may be evidenced by American Depository Receipts (“ ADRs ”). A separate registration statement on Form F-6 (File No. 333-214027) was filed with the Securities and Exchange Commission (the “ Commission ”) 7 October 2016, as amended by Post-Effective Amendment No. 1, filed on 16 March 2018, in respect of Anheuser-Busch InBev SA/NV, a public limited liability company ( société anonyme/naamloze vennootschap ) incorporated in Belgium (“ AB InBev ” or the “ Registrant ”), for the registration of ADSs evidenced by ADRs issuable upon deposit of Ordinary Shares.

(2)

Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “ Securities Act ”), 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.

(3)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) of the Securities Act and based on the high and low prices of Ordinary Shares as reported on Euronext Brussels on 13 May 2019, and converted at the cross rate of €1.00 = $1.1223, as reported by Bloomberg at 5:00 p.m., New York City time, on 13 May 2019.

 

 

 

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”). Such documents need not be filed with the Commission either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424. 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

 

Item 3.

Incorporation of Documents by Reference

The following documents that AB InBev has filed with the Commission are incorporated in this registration statement by reference and made a part hereof:

 

  •  

AB InBev’s Annual Report on Form 20-F for the year ended 31 December 2018 filed with the Commission on 22 March 2019 (“Annual Report”);

 

  •  

AB InBev’s Form F-4 (File No. 333-213328) filed with the Commission on 26  August 2016 (the “Form F-4”) solely with respect to any amendment or report filed for the purpose of updating the descriptions of Ordinary Shares and ADSs contained under the headings “Description of Newbelco Ordinary Shares and Newbelco ADSs—Description of the Rights and Benefits Attached to Newbelco Ordinary Shares” and “Description of Newbelco Ordinary Shares and Newbelco ADSs—Description of the Rights and Benefits Attached to Newbelco ADSs” in the Form F-4; and

 

  •  

Current Reports on Form 6-K filed with the Commission on each of the following dates:

 

  o

29 March 2019 , regarding the pricing of notes issued under AB InBev’s Euro Medium Term Notes Programme and the redemption of three series of notes.

 

  o

24 April 2019 , regarding the results of the annual general meeting of stockholders of AB InBev.

 

  o

7 May 2019 , containing AB InBev’s unaudited interim report for the three-month period ended 31 March 2019.

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 Securities Exchange Act of 1934 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 subsequent to the date hereof 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 or furnished 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.

 

2

Item 4.

Description of Securities

Please refer to “Description of Newbelco Ordinary Shares and Newbelco ADSs—Description of the Rights and Benefits Attached to Newbelco Ordinary Shares” in the Form F-4 for a description of Ordinary Shares.

Please refer to “Description of Newbelco Ordinary Shares and Newbelco ADSs—Description of the Rights and Benefits Attached to Newbelco ADSs” in the Form F-4 for a description of American Depositary Shares.

 

Item 5.

Interests of Named Experts and Counsel

None. Because no original issuance Ordinary Shares are to be registered hereunder, no opinion of counsel regarding the legality of the Ordinary Shares being registered hereunder is required.

 

Item 6.

Indemnification of Directors and Officers

Group Coverage and Policy

As the parent company of the Anheuser-Busch InBev Group, AB InBev 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 AB InBev), 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 AB InBev or by shareholders or other third parties in the right of AB InBev. Such indemnification applies if, with respect to the acts or omissions of such director, officer and employee, he or she acted in good faith and in a manner he or she reasonably believed to be in the best interests of AB InBev and, in the case of a criminal action or proceeding, he or she had no reason to believe that his or her 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 AB InBev or of one of its subsidiaries or by reason of anything done or not done by him or her 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 or she reasonably believed to be in the best interests of AB InBev and, with respect to any criminal action or proceeding, he or she 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 AB InBev 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 written shareholders’ agreement, appoint the majority of the board of directors. The insurance covers defense costs and financial 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.

 

Item 7.

Exemption from Registration Claimed

Not applicable.

 

Item 8.

Exhibits

 

        Exhibit         
No.

  

Description

4.1*

   Articles of Association of Anheuser-Busch InBev SA/NV (English-language translation) (incorporated by reference to Exhibit 99.4 to the Form 6-K filed with the Commission on 11 October 2016 at 5:07 p.m. EDT ).

4.2*

   Amended and Restated Deposit Agreement, by and among AB InBev and The Bank of New York Mellon, as Depositary and Owners and Holders of American Depositary Shares, dated as of 23 March 2018 (incorporated by reference to Exhibit 4.2 to the Form S-8 filed with the Commission on 14 September 2018).

4.3

   Terms and Conditions of the Restricted Stock Units Plan for Directors.

 

3

        Exhibit         
No.

  

Description

23.1

   Consent of Deloitte Bedrijfsrevisoren / Reviseurs d’Entreprises /BV o.v.v.e. CVBA/ SC s.f.d. SCRL (Zaventem), relating to the financial statements of Anheuser-Busch InBev SA/NV for the financial years ended 31 December 2018, 2017 and 2016.

24.1

   Powers of Attorney of Certain Directors and Officers of Anheuser-Busch InBev SA/NV.

24.2

   Power of Attorney of Authorized Representative in the United States.

 

*

Previously filed.

 

Item 9.

Undertakings

 

(a)

The undersigned registrant hereby undertakes:

 

  (1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

  (i)

to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

  (ii)

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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

 

  (iii)

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;

provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into the registration statement.

 

  (2)

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

 

  (3)

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.

 

(b)

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 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to 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.

 

(c)

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.

 

4

(d)

The undersigned registrant hereby undertakes that:

 

  (1)

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

 

  (2)

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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.

 

5

EXHIBIT INDEX

 

        Exhibit        

No.

  

Description

4.1*

   Articles of Association of Anheuser-Busch InBev SA/NV (English-language translation) (incorporated by reference to Exhibit 99.4 to the Form 6-K filed with the Commission on 11 October 2016 at 5:07 p.m. EDT ).

4.2*

   Amended and Restated Deposit Agreement, by and among AB InBev and The Bank of New York Mellon, as Depositary and Owners and Holders of American Depositary Shares, dated as of 23 March 2018 (incorporated by reference to Exhibit 4.2 to the Form S-8 filed with the Commission on 14 September 2018).

4.3

   Terms and Conditions of the Restricted Stock Units Plan for Directors.

23.1

   Consent of Deloitte Bedrijfsrevisoren / Reviseurs d’Entreprises /BV o.v.v.e. CVBA/ SC s.f.d. SCRL (Zaventem), relating to the financial statements of Anheuser-Busch InBev SA/NV for the financial years ended 31 December 2018, 2017 and 2016.

24.1

   Powers of Attorney of Certain Directors and Officers of Anheuser-Busch InBev SA/NV.

24.2

   Power of Attorney of Authorized Representative in the United States.

 

*

Previously filed.

 

6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant 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 Leuven, Belgium, on 17 May 2019.

 

Anheuser-Busch InBev SA/NV
By:      /s/ Jan Vandermeersch
Name:   Jan Vandermeersch
Title:   Global Legal Director Corporate

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on 17 May 2019.

 

Signature

  

Title

 

*

   Chief Executive Officer
(Principal Executive Officer)
Carlos Brito

 

*

   Chief Financial and Solutions Officer
(Principal Financial Officer and Principal Accounting Officer)
Felipe Dutra

 

*

  

 

Chairman of the Board of Directors

Martin J. Barrington

 

*

  

 

Member of the Board of Directors

María Asuncion Aramburuzabala   

 

 

  

 

Member of the Board of Directors

Claudio Garcia

 

 

  

 

Member of the Board of Directors

M. Michele Burns

 

*

  

 

Member of the Board of Directors

Paul Cornet de Ways Ruart

 

 

  

 

Member of the Board of Directors

Sabine Chalmers

 

*

  

 

Member of the Board of Directors

Paulo Alberto Lemann

 

*

  

 

Member of the Board of Directors

Elio Leoni Sceti

 

 

  

 

Member of the Board of Directors

Cecilia Sicupira

 

*

  

 

Member of the Board of Directors

Grégoire de Spoelberch

 

7

 

*

  

 

Member of the Board of Directors

Marcel Herrmann Telles

 

*

  

 

Member of the Board of Directors

Alexandre Van Damme

 

*

  

 

Member of the Board of Directors

William F. Gifford, Jr.

 

 

  

 

Member of the Board of Directors

Xiaozhi Liu

 

*

  

 

Member of the Board of Directors

Alejandro Santo Domingo Dávila

 

*

  

 

Authorized Representative in the United States

Bryan Warner

 

*By:  

/s/ Jan Vandermeersch

Name:   Jan Vandermeersch
Title:   Attorney-in-Fact

 

8

Exhibit 4.3

 

LOGO

Restricted Stock Units Plan for Directors

Under this Plan, AB InBev may grant Restricted Stock Units to the members of its Board of Directors, including its independent directors, as part of the fixed remuneration for the exercise of their duties as members of the Board of Directors.

 

1

Definitions

When used in this document, the following terms shall have the meaning ascribed to them as indicated below, unless expressly indicated otherwise:

 

AB InBev   

Anheuser-Busch InBev NV/SA with its registered office at Grand Place 1, B-1000 Brussels, Belgium;

Acknowledgment Form   

the form in which the director confirms, among other things, receipt of the Grant from AB InBev and the Restricted Stock Units;

Acknowledgment Period           

the period during which a Participant must return the completed Acknowledgment Form to AB InBev, as indicated in the Grant Letter;

Board of Directors   

the board of directors of AB InBev;

Code of Dealing   

the code of dealing of AB InBev, as amended from time to time;

Data Controller   

AB InBev;

Data Processor   

any third party designated by the Data Controller to process Personal Data on behalf of the Data Controller in accordance with Clause 13 for the implementation, administration and management of the Plan and the Share register and RSU register in electronic form;

GDPR   

Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation);

Grant   

the grant of Restricted Stock Units by AB InBev to the Participant as set out in the Grant Letter;

Grant Date   

has the meaning given to it in the Grant Letter;

Grant Letter   

the letter whereby AB InBev communicates the details of the Grant of Restricted Stock Units made to a Participant under the Plan, together with the Acknowledgment Form;

 

 

A38004406/1.7/20 Mar 2019

1

Participant   

a member of the Board of Directors of AB InBev who received a Grant Letter, or any Successor to whom Restricted Stock Units have been transferred in accordance with these terms and conditions;

Personal Data   

each item of information relating to an identified or identifiable Participant defined as personal data pursuant to the GDPR;

Plan   

this Restricted Stock Units Plan for Directors;

RSU or Restricted

Stock Unit

  

the right to receive from AB InBev one existing Share in accordance with these terms and conditions;

RSU Website   

the website or online tool referred to in the Grant Letter (and any successor website or tool thereof) through which a Participant can monitor his/her portfolio of Restricted Stock Units;

Share   

an ordinary share of AB InBev (ISIN: BE0974293251);

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;

Vesting Date   

has the meaning given to it in the Grant Letter;

Vesting Period   

the period running from the Grant Date to the Vesting Date (inclusive).

 

2

Plan documentation

The Plan sets out the rules applicable to the Restricted Stock Units that are granted to the Participant by AB InBev. By returning their completed Acknowledgment Form, Participants acknowledge having received the Restricted Stock Units and a copy of the Plan.

 

3

Nature and characteristics of the Restricted Stock Units

 

3.1

Vesting

The Restricted Stock Units are subject to a Vesting Period, as specified in the Grant Letter, and to the service rules of Clause 6. The vesting of the Restricted Stock Units is not subject to any performance criteria.

On or shortly after the Vesting Date, AB InBev will deliver one Share per Restricted Stock Unit held by the Participant, subject to these terms and conditions. Restricted Stock Units do not confer any shareholder’s rights.

 

3.2

Dividend protection

Restricted Stock Units entitle their holder to a dividend equivalent during the Vesting Period, 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 and governed by the same terms and conditions as the original Restricted Stock Units.

 

 

2

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 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.

 

3.3

Transferability

Except for transfers as a result of death (see Clause 6.2 below), Restricted Stock Units may not be transferred or encumbered with any security, pledge or other right, or otherwise pass to any third party.

 

4

Nature and characteristics of the underlying Shares

 

4.1

General

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 generally attached to such Shares. AB InBev will, at its discretion, deliver Shares in dematerialised (electronic or book-entry) form or in registered form.

 

4.2

Dividends

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.

 

4.3

Transferability

Unless agreed otherwise between the Participant and AB InBev, the Shares delivered upon vesting of the Restricted Stock Units are not subject to any transfer restrictions under the rules of the Plan.

 

5

Expenses and taxes

All costs related to the attribution of the Restricted Stock Units, the attribution of the additional Restricted Stock Units referred to in Clause 3.2 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. AB InBev may withhold from any payment or delivery of Shares any income or social security taxes that are required to be withheld under any applicable law, rule or regulation.

 

6

Situation upon termination of mandate

 

6.1

End of mandate of the director

If a Participant is not re-appointed as director or if its mandate as director is terminated without any breach of duty, all Restricted Stock Units held by the Participant on the date of the end of his/her mandate will remain in full force and effect and subject to these terms and conditions.

However, in the event that the directorship is not renewed upon the expiry of its term due to a breach of duty by the Participant or is terminated in the course of its term due to a breach of duty by the Participant, all Restricted Stock Units held by the Participant on the date of the end of his/her mandate will automatically expire and become null and void.

 

 

3

6.2

Death or termination of directorship following permanent disability

In the case of death of the Participant or termination of directorship following permanent disability of the Participant, the Restricted Stock Units held by such Participant will remain in full force and effect.

Such Restricted Stock Units will remain subject to these terms and conditions, except that, irrespective of the Vesting Period, the Shares 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 directorship following permanent disability.

The notion of “permanent disability” is to be defined by reference to Belgian law.

 

7

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 and (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 any such corporate change would have a materially unfavourable impact on the Restricted Stock Units, AB InBev will determine which adjustment is necessary for the purpose of safeguarding the interests of the holders of Restricted Stock Units, 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.

 

8

Insider dealing rules

The Participants shall comply at all times with the Code of Dealing, as well as applicable laws prohibiting insider dealing.

 

9

Electronic register, electronic evidence and electronic delivery

 

9.1

Electronic Share and RSU register

The Restricted Stock Units and Shares resulting from the vesting of such 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.

 

9.2

Electronic evidence

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.

 

 

4

9.3

Electronic delivery

All subsequent information relating to the Restricted Stock Units will be communicated 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 Acknowledgment Form, Participants are deemed to acknowledge that they have access to such information. Participants may obtain paper copies of any such information by submitting a request to receive paper copies to Guy Ernotte Dumont (guy.ernotte-dumont@ab-inbev.com).

 

10

Matrimonial regime

In the event that the matrimonial regimes of Participants confer ownership or other rights on their spouses with respect to the Restricted Stock Units, those Participants undertake that their spouses shall appoint them as their sole representatives for all matters arising in relation to the Restricted Stock Units.

 

11

Modification of the Plan

AB InBev may unilaterally modify at any time the practical and/or accessory modalities of the Plan. It may also unilaterally modify the Plan when such modifications are required to comply with any change in legislation.

 

12

Nature of the Plan

Notwithstanding any provisions to the contrary included in the terms and conditions, the Grant Letter, the Acknowledgment Form or any other document relating to the Plan:

 

12.1

the grant of Restricted Stock Units and/or the subsequent delivery of Shares to the Participant in the framework of the Plan is unrelated to his/her pension rights or pension claims, if any, so that this grant cannot affect these pension rights and claims; and

 

12.2

the grant of Restricted Stock Units cannot be considered as a right acquired for the future.

 

13

Privacy and processing of Personal Data

To enable the proper set-up and management of the Plan and the RSU register, Personal Data about each Participant will need to be collected and used. This Clause 13 sets out the obligations of AB InBev and the rights of Participants regarding any such collection and use, and provides the legally required information in this respect.

 

13.1

Identity of the person responsible for your Personal Data

AB InBev is the so-called “ Data Controller ”, which is responsible for the collection and processing of Personal Data as is necessary for the setting-up and management of the Plan and the RSU register of AB InBev in electronic form.

 

 

5

13.2

Why and how Personal Data is collected and used

The Personal Data will either be collected via the RSU Website or extracted from AB InBev’s SAP system (or successor thereof) 1 . It will be used exclusively for the purposes of the administration of the Plan and the maintenance of the RSU register of AB InBev in electronic form.

The Personal Data collected in the context of the Plan and the RSU Register will be stored for a period of five years.

The Data Controller and any Data Processor will collect and process the Participants’ Personal Data in accordance with the GDPR and this Clause 13.

 

13.3

Nature of the Personal Data

The following Personal Data relating to the Participants will be collected and used:

 

  (i)

their contact details (e.g. names*, private/professional* (email) addresses/phone numbers);

 

  (ii)

electronic identification data;

 

  (iii)

personal characteristics (i.e. date of birth*);

 

  (iv)

financial data (e.g. details regarding bank account); and

 

  (v)

details of all rights and other entitlement to Restricted Stock Units awarded, cancelled, vested, unvested or outstanding.

 

13.4

Other persons having access to the Personal Data and purpose thereof

The Data Controller can transfer the Personal Data to the following categories of recipients:

 

  (i)

the provider of the RSU Website acting as Data Processor;

 

  (ii)

payroll operators acting as Data Processors;

 

  (iii)

regulatory authorities for the purposes of complying with legal obligations in connection with the Plan; and

 

  (iv)

any member of the AB InBev group for the administration and management of the Plan.

Such recipients may be located in jurisdictions outside the European Economic Area (“ EEA ”) that may not provide an adequate level of personal data protection. The Data Controller relies upon a contractual arrangement with the data importer to transfer the data to such jurisdictions.

 

13.5

Legal basis allowing AB InBev to collect and use Personal Data

Without prejudice to Clause 12, the processing of Personal Data of the Participants by the Data Controller in the context of this Plan is necessary for the performance of the contractual arrangements between the Participants and the Data Controller referred to in the introduction of this Plan (i.e. payment of a remuneration for the duties performed by the Participants as members of the Board of Directors). Failure by the Participant to provide the necessary Personal Data will result in the impossibility for AB InBev to perform part of its contractual arrangements towards the Participants, i.e. payment of a part of the fixed remuneration.

 

1  

In this case, the Personal Data which are not directly collected from you are identified with an asterisk (*).

 

 

6

The Data Controller can also process Personal Data of the Participants to comply with its legal obligations towards the regulatory authorities.

 

13.6

Rights of the Participants

The Participant can exercise his/her right to request access to and rectification or, in certain circumstances, erasure of his/her Personal Data or restriction of processing concerning the Participant or to object to processing as well as the right to data portability by sending a written request to globalcompliance@ab-inbev.com.

Finally, if Participants are not satisfied with how AB InBev processes their Personal Data, they may contact the AB InBev Compliance Team through globalcompliance@ab-inbev.com. They also have the right to make a complaint to the Belgian Data Protection Authority.

 

14

Severability

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.

 

15

Applicable law

The Restricted Stock Units and these terms and conditions are governed by Belgian law.

 

 

7

  

Exhibit 23.1

 

LOGO

  

Deloitte

Bedrijfsrevisoren/Réviseurs

d’Entreprises CVBA/SCRL

Gateway Building

Luchthaven Nationaal 1 J

1930 Zaventem

Belgium

 

Tel.  + 32 2 800 20 00

Fax  + 32 2 800 20 01

www.deloitte.com

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated 13 March 2019 relating to the 2018, 2017 and 2016 consolidated financial statements, and the effectiveness of Anheuser-Busch InBev SA/NV’s internal control over financial reporting as of 31 December 2018, appearing in Anheuser-Busch InBev SA/NV’s Annual Report on Form 20-F for the year ended 31 December 2018.

Zaventem, Belgium, 17 May 2019

/s/Joël Brehmen

Deloitte Bedrijfsrevisoren / Reviseurs d’Entreprises CVBA / SCRL

Represented by Joël Brehmen

 

 

Deloitte Bedrijfsrevisoren / Reviseurs d’Entreprises

Burgerlijke vennootschap onder de vorm van een coöperatieve vennootschap met beperkte aansprakelijkheid /

Société civile sous forme d’une société coopérative à responsabilité limitée

Registered Office: Gateway Building, Luchthaven Nationaal 1 J, B-1930 Zaventem

VAT BE 0429.053.863 - RPR Brussel/RPM Bruxelles - IBAN BE 17 2300 0465 6121 - BIC GEBABEBB

Member of Deloitte Touche Tohmatsu Limited

Exhibit 24.1

POWER OF ATTORNEY

Reference is hereby made to the proposed registration by Anheuser-Busch InBev SA/NV (“ ABI ”) under the US Securities Act of 1933, as amended (the “ Securities Act ”), of ordinary shares of ABI, 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 ABI (the “ Securities ”) pursuant to certain current and future employee share plans, if any, established for the benefit of employees of ABI and its subsidiaries. Such Securities have or 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 ABI, the Corporate Secretary of ABI, any Assistant Corporate Secretary of ABI, the Secretary of Anheuser-Busch InBev Services, LLC, any Assistant Secretary of Anheuser-Busch InBev Services, LLC, Mr. Carlos Brito, Mr. Felipe Dutra, Mr. John Blood, Mr. Lucas Lira, Mr. Thomas Larson, Mr. Bryan Warner, Ms. Margot Miller, Mr. Guy Ernotte Dumont, Ms. Ann Randon, Ms. Christine Delhaye, Mr. Gert Boulangé, Mr. Kevin Douws, Mr. Scott Gray, Mr. Gabriel Ventura, Ms. Suma Prasad, Mr. Jan Vandermeersch, Ms. Anneleen Straetemans, Mr. Fabio Riva, Mr. Rodrigo Cunha, Mr. Aleksey Legostaev and Mr. Guillaume Delle Vigne, 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 the 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 ABI 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 .]

Date:    17 May 2019   

By:     /s/ Carlos Brito

 

Carlos Brito

Chief Executive Officer

Anheuser-Busch InBev SA/NV

Date:    17 May 2019   

By:     /s/ Felipe Dutra

 

Felipe Dutra

Chief Financial and Solutions Officer

Anheuser-Busch InBev SA/NV

Date:    17 May 2019   

By:     /s/ Olivier Goudet

 

Olivier Goudet

Chairman of the Board of Directors

Anheuser-Busch InBev SA/NV

Date:    17 May 2019   

By:     /s/ Martin J. Barrington

 

Martin J. Barrington

Member of the Board of Directors

Anheuser-Busch InBev SA/NV

Date:    17 May 2019   

By:     /s/ Paul Cornet de Ways Ruart

 

Paul Cornet de Ways Ruart

Member of the Board of Directors

Anheuser-Busch InBev SA/NV

Date:    17 May 2019   

By:     /s/ Stéfan Descheemaeker

 

Stéfan Descheemaeker

Member of the Board of Directors

Anheuser-Busch InBev SA/NV

[ Signature Page to S-8 Power of Attorney ]

Date:   

By:     ____________________

 

M. Michele Burns

Member of the Board of Directors

Anheuser-Busch InBev SA/NV

Date:    17 May 2019   

By:     /s/ Paulo Alberto Lemann

 

Paulo Alberto Lemann

Member of the Board of Directors

Anheuser-Busch InBev SA/NV

Date:    17 May 2019   

By:     /s/ Grégoire de Spoelberch

 

Grégoire de Spoelberch

Member of the Board of Directors

Anheuser-Busch InBev SA/NV

Date:    17 May 2019   

By:     /s/ Marcel Herrmann Telles

 

Marcel Herrmann Telles

Member of the Board of Directors

Anheuser-Busch InBev SA/NV

Date:    17 May 2019   

By:     /s/ Alexandre Van Damme

 

Alexandre Van Damme

Member of the Board of Directors

Anheuser-Busch InBev SA/NV

Date:   

By:    _____________________

 

Carlos Alberto Sicupira

Member of the Board of Directors

Anheuser-Busch InBev SA/NV

Date:    17 May 2019   

By:     /s/ Alexandre Behring

 

Alexandre Behring

Member of the Board of Directors

Anheuser-Busch InBev SA/NV

[ Signature Page to S-8 Power of Attorney ]

Date:    17 May 2019   

By:     /s/ Elio Leoni Sceti

 

Elio Leoni Sceti

Member of the Board of Directors

Anheuser-Busch InBev SA/NV

Date:    17 May 2019   

By:     /s/ Maria Asuncion Aramburuzabala

 

Maria Asuncion Aramburuzabala

Member of the Board of Directors

Anheuser-Busch InBev SA/NV

Date:    17 May 2019   

By:     /s/ William F. Gifford, Jr.

 

William F. Gifford, Jr.

Member of the Board of Directors

Anheuser-Busch InBev SA/NV

Date:    17 May 2019   

By:     /s/ Alejandro Santo Domingo Dávila

 

Alejandro Santo Domingo Dávila

Member of the Board of Directors

Anheuser-Busch InBev SA/NV

[ Signature Page to S-8 Power of Attorney ]

Exhibit 24.2

POWER OF ATTORNEY

Reference is hereby made to the proposed registration by Anheuser-Busch InBev SA/NV (“ ABI ”) under the US Securities Act of 1933, as amended (the “ Securities Act ”), of ordinary shares of ABI, 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 ABI (the “ Securities ”) pursuant to certain current and future employee share plans, if any, established for the benefit of employees of ABI and its subsidiaries. Such Securities have or 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 ABI, the Corporate Secretary of ABI, any Assistant Corporate Secretary of ABI, the Secretary of Anheuser-Busch InBev Services, LLC, any Assistant Secretary of Anheuser-Busch InBev Services, LLC, Mr. Carlos Brito, Mr. Felipe Dutra, Mr. John Blood, Mr. Lucas Lira, Mr. Thomas Larson, Mr. Bryan Warner, Ms. Margot Miller, Mr. Guy Ernotte Dumont, Ms. Ann Randon, Ms. Christine Delhaye, Mr. Gert Boulangé, Mr. Kevin Douws, Mr. Scott Gray, Mr. Gabriel Ventura, Ms. Suma Prasad, Mr. Jan Vandermeersch, Ms. Anneleen Straetemans, Mr. Fabio Riva, Mr. Rodrigo Cunha, Mr. Aleksey Legostaev and Mr. Guillaume Delle Vigne, 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 the 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 ABI 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.

[ Remainder of this page left intentionally blank .]

Date: 8 May 2019   

By:     /s/ Bryan Warner

 

Name: Bryan Warner

Title:   Authorized Representative in the United States

Anheuser-Busch InBev SA/NV

[ Authorized Representative – Power of Attorney ]