Anheuser-Busch InBev SA/NV (Form: S-8, Received: 11/29/2022 16:29:36)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

Registration Statement No. 333-

UNITED STATES

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 No.)

Brouwerijplein 1,

3000 Leuven, Belgium

(Address of Principal Executive Offices)

Restricted Stock Units Plan for Directors

Base Performance Stock Units Plan Relating to Shares of AB InBev

Base Share-Based Compensation Plan Relating to Shares of AB InBev

Base Share-Based Compensation Plan Relating to American Depositary Shares of AB InBev

(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 and address of agent for service)

(Telephone number, including area code, 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.

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. ☐

EXPLANATORY STATEMENT

Anheuser-Busch InBev SA/NV, a public limited liability company (société anonyme/naamloze vennootschap) incorporated in Belgium (“AB InBev” or the “Registrant”), has filed this Registration Statement to register for use AB InBev’s ordinary shares without nominal value (the “Ordinary Shares”) pursuant to four plans—the Restricted Stock Units Plan for Directors, the Base Performance Stock Units Plan Relating to Shares of AB InBev, the Base Share-Based Compensation Plan Relating to Shares of AB InBev and the Base Share-Based Compensation Plan Relating to American Depositary Shares of AB InBev.

Out of the total of 22,250,000 Ordinary Shares being registered in this Registration Statement, 250,000 Ordinary Shares are being registered for use pursuant to the Restricted Stock Units Plan for Directors, 9,000,000 Ordinary Shares are being registered for use pursuant to the Base Performance Stock Units Plan Relating to Shares of AB InBev, 11,000,000 Ordinary Shares are being registered for use pursuant to the Base Share-Based Compensation Plan Relating to Shares of AB InBev and 2,000,000 Ordinary Shares to be represented by American Depositary Shares are being registered for use pursuant to the Base Share-Based Compensation Plan Relating to American Depositary Shares of AB InBev.

The 250,000 Ordinary Shares being registered for use pursuant to the Restricted Stock Units Plan for Directors are in addition to the Ordinary Shares previously registered for use pursuant to the Restricted Stock Units Plan for Directors under the Registration Statement on Form S-8 (File No. 333-231556), filed with the Securities and Exchange Commission (the “Commission”) on 17 May 2019. These Ordinary Shares will be issued to eligible participants in the ordinary course in accordance with the terms and conditions of the Restricted Stock Units Plan for Directors and this filing does not represent any change in the amount of compensation to be paid to members of the Board of Directors of AB InBev.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

All information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the Note to Part I of Form S-8. The document(s) containing the information specified in Part I will be delivered to the participants in the plans covered by this Registration Statement as required by Rule 428(b) under 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

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 2021 filed with the Commission on 18 March 2022 (“Annual Report”);

•

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

•

5 May 2022, containing AB InBev’s unaudited interim report for the three-month period ended 31 March 2022.

•

29 July 2022, containing AB InBev’s unaudited interim report for the six-month period ended 30 June 2022.

•

27 October 2022, containing AB InBev’s unaudited interim report for the nine-month period ended 30 September 2022.

•

November 16, 2022, regarding the launch of debt tender offers.

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 herein or in any document incorporated or deemed to be incorporated by reference herein 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 which also is or is deemed to be 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.

Item 4.

Description of Securities

Please refer to “Description of Ordinary Shares” in Exhibit 2.15 to the Annual Report for a description of Ordinary Shares.

Please refer to “American Depositary Shares” in Exhibit 2.15 to the Annual Report 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 AB InBev Group and to the extent permitted by law, 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. In addition, AB InBev is prohibited under Belgian law to agree in advance to indemnify and hold its directors harmless from liability. Notwithstanding, when legally permissible, it is AB InBev’s practice to indemnify its directors in the conditions set out above.

For purposes of the above, “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 99.1 to the Form 6-K filed with the Commission on 28 November 2022).

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 (incorporated by reference to Exhibit 4.3 to the Form S-8 filed with the Commission on 17 May 2019).

4.4		Terms and Conditions of the Base Performance Stock Units Plan Relating to Shares of AB InBev.


Exhibit No.		Description

4.5		Terms and Conditions of the Base Share-Based Compensation Plan Relating to Shares of AB InBev.

4.6		Terms and Conditions of the Base Share-Based Compensation Plan Relating to American Depositary Shares of AB InBev.

23.1		Consent of PwC Bedrijfsrevisoren BV/Reviseurs d’Entreprises SRL.

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.

107		Filing Fee Table.

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;

(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 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, 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, 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 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 Commission such indemnification is against public policy as expressed in the Securities Act 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 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, 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 29 November 2022.


Anheuser-Busch InBev SA/NV

By:		/s/ Jan Vandermeersch
Name:		Jan Vandermeersch
Title:		Authorized Signatory

By:		/s/ Guy Ernotte Dumont
Name:		Guy Ernotte Dumont
Title:		Authorized Signatory

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated below on 29 November 2022.


Signature		Title

* Michel Doukeris		Chief Executive Officer (Principal Executive Officer)

* Fernando Tennenbaum		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

* Martin J. Barrington		Chairman of the Board of Directors

María Asuncion Aramburuzabala		Member of the Board of Directors

* M. Michele Burns		Member of the Board of Directors

Sabine Chalmers		Member of the Board of Directors

* Paul Cornet de Ways Ruart		Member of the Board of Directors

* Claudio Garcia		Member of the Board of Directors

William F. Gifford, Jr.		Member of the Board of Directors


* Paulo Alberto Lemann		Member of the Board of Directors

* Elio Leoni Sceti		Member of the Board of Directors

Xiaozhi Liu		Member of the Board of Directors

* Alejandro Santo Domingo Dávila		Member of the Board of Directors

* Cecilia Sicupira		Member of the Board of Directors

* Grégoire de Spoelberch		Member of the Board of Directors

Nitin Nohria		Member of the Board of Directors

* Alexandre Van Damme		Member of the Board of Directors

* Thomas Larson		Authorized Representative in the United States


*By:		/s/ Jan Vandermeersch
Name:		Jan Vandermeersch
Title:		Attorney-in-Fact

Exhibit 4.4

LOGO

Anheuser-Busch InBev SA/NV

Base Performance Stock Units Plan

Relating to Shares of AB InBev

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, VAT BE 0417.497.106 RPM/RPR Brussels;

Acceptance Form		the form in which the Participant confirms, among other things, his/her acceptance of the Offer and the Performance Stock Units;

Base Plan		this Base Performance Stock Units Plan;

Board of Directors		the board of directors of AB InBev;

Code of Business Conduct		the AB InBev Code of Business Conduct, as amended from time to time;

Committee		the Remuneration Committee of AB InBev;

Confirmation Period		the period during which a Participant must return the completed Acceptance Form to AB InBev, as indicated in the Offer Letter;

Data Controller		the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data; for the processing of Personal Data in the context of the setting-up and management of the Plan and the PSU register and Share register in electronic form, the Data Controller is 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 17 for the implementation, administration and management of the Plan and the Share register and PSU register in electronic form;

Data Protection Law		any and all local, national and international data protection/privacy laws and regulations, as may be amended, such as the GDPR and supplementing national law provisions that apply to the processing of Personal Data as covered in or in relation to the Plan;

Dismissal		termination of employment by AB InBev or its subsidiaries;

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;


Divestiture		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;

Employer		AB InBev or any of its subsidiaries who is the employer of the Participant, from time to time;

Final Payout		Quantity of Shares after application of the Payout Factor;

GDPR		Regulation 2016/679 of the European Parliament and of the Council of April 27, 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);

Global Ethics and Compliance Committee		the global ethics and compliance committee of AB InBev (or any successor of such committee);

Grant Date		has the meaning given to it in the Offer Letter;

HR Information System		SAP, Sharp, Workdays or any successor system hereof;

LTI Website		the internet website referred to in the Offer Letter (and any successor thereof) through which a Participant can monitor his/her portfolio of Performance Stock Units;

Material Adverse Decision		any decision, judgment, settlement or other act adopted by an administrative authority, court or tribunal that has a direct or indirect significant negative financial, reputational or commercial impact on AB InBev or its subsidiaries, as determined by the Global Ethics and Compliance Committee;

Material Breach		any violation of the Code of Business Conduct that has a direct or indirect significant negative financial, reputational or commercial impact on AB InBev or its subsidiaries, as determined by the Global Ethics and Compliance Committee;

Observation Date		has the meaning given to it in the Offer Letter;

Offer		the offer of Performance Stock Units by AB InBev to the Participant as set out in the Offer Letter;

Offer Letter		the letter (which can take the form of an email or other means of communication in writing) whereby AB InBev communicates the details of the Offer of Performance Stock Units made to a Participant under the Plan, together with the Acceptance Form;


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 32bis 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		an employee of AB InBev or its subsidiaries and who received an Offer Letter, or any Successor to whom Performance Stock Units have been transferred in accordance with these terms and conditions;

Payout Factor		Percentage multiplier that will be applied to the Performance Stock Units held immediately prior to the Vesting Date, which will result in the Final Payout, for which the range is set out in the Offer Letter;

Personal Data		each item of information relating to an identified or identifiable Participant defined as personal data pursuant to Data Protection Law;

Plan		The Base Plan, together with the applicable Sub-Plan administered hereunder;

PSU or Performance Stock Unit		the right to receive from AB InBev a number of existing Shares in accordance with these terms and conditions and the Offer Letter;

Performance Test		the test based on the performance of AB InBev as set out in the Sub-Plan and/or the Offer Letter;

Resignation		the termination by a Participant of employment with AB InBev or its subsidiaries;

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

Sub-Plan		any sub-plan that may be administered by AB InBev from time to time pursuant to the Base Plan;

Social Security Administration		the social security administration or the equivalent administration body of the country where the Participant actually works;


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 Offer Letter;

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

2	Approval of the Plan documentation

The Plan forms part of an agreement between the Participant and AB InBev (and following the assignment provided for in Clause 3, an agreement between the Participant and the (respective) Employer(s)). By returning their completed Acceptance Form, Participants unconditionally agree to be bound by the contents of this document, the applicable Sub-Plan, the Offer Letter and the Acceptance Form. The provisions of the applicable Sub-Plan shall govern and prevail in the event of any conflict with the terms and conditions of the Base Plan.

A Participant who fails to return the completed Acceptance Form before the expiry of the Confirmation Period will be deemed to have refused the Offer and the Performance Stock Units.

3	Automatic assignment

Upon the due acceptance of the Performance Stock Units, the rights and obligations of AB InBev, as offeror under the Plan, shall automatically be assigned to the current Employer of the Participant. In the event the Employer changes between the Grant Date and the Vesting Date, the rights and obligations under the Plan of the previous Employer, shall automatically be assigned to the new Employer upon such change. AB InBev will remain the administrator of the Plan after such assignment(s).

The Employer(s) ha(s)(ve) the obligation to deliver the Shares, pursuant to the terms and conditions of the Plan, to the Participant. Each Employer of the Participant between the Grant Date and the Vesting Date will be responsible for the delivery, pursuant to the terms and modalities in the Plan, of the number of Shares pro rata to the time the Participant was an employee of such Employer. AB InBev shall have the right to deliver such Shares to the Participant on behalf of the Employer(s).

4	Nature and characteristics of the Performance Stock Units

4.1

Dividend protection

Performance 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 Performance Stock Units) to be granted upon Vesting. This dividend equivalent will be granted to the Participants on or about the Vesting Date, in the form of additional Performance Stock Units with the same vesting and performance conditions, including the same Vesting Date and subject to the Performance Test, and governed by the same terms and conditions as the original Performance Stock Units.

The number of additional Performance Stock Units to which a Participant is entitled upon each payment of dividends will be capitalised on a yearly basis up until the Vesting Date of the Performance Stock Units.

The number of additional Performance Stock Units to which a Participant is entitled upon each payment of dividends on the Shares underlying the Performance Stock Units will be calculated by AB InBev. The number of additional Performance Stock Units will be equal to the sum of each gross dividend divided by the closing share price on Euronext Brussels of the Share on each relevant dividend payment date and multiplied by the number of compounded Performance Stock Units that the Participant holds on the Vesting Date. Such final result will be rounded down to the closest unit.

4.2

Transferability

Except for transfers as a result of death (see Clauses 9.3 and 14 below), Performance Stock Units may not be transferred or encumbered with any security, pledge or other right, or otherwise pass to any third party.

5	Vesting of the Performance Stock Units

The Performance Stock Units are subject to the following vesting conditions:

(i)

the expiry of the Vesting Period;

(ii)

the achievement of the Performance Test on the Observation Date (see Clause 6); and

(iii)

the rules on termination of service (see Clause 9).

6	Performance Test

The Shares will only be delivered to the Participants by AB InBev, on behalf of the Employer(s), on or shortly after the Vesting Date, if the criteria of the Performance Test have been met on the Observation Date.

If the criteria of the Performance Test have been met on the Observation Date, AB InBev will calculate the final number of Performance Stock Units that will vest and the corresponding number of Shares to be delivered in the manner specified in the Offer Letter, subject to the application of the rules set out in Clause 9, as the case may be, and subject to all other provisions of these terms and conditions.

If AB InBev determines that the criteria of the Performance Test have not been met on the Observation Date, the Performance Stock Units shall automatically become null and void and no Shares will therefore be delivered.

AB InBev will carry out the Performance Test based on the Observation Date.

AB InBev, on behalf of the Employer(s) will communicate the outcome of the Performance Test to the Participants on or about the Vesting Date.

7	Nature and characteristics of the underlying Shares

7.1

General

The Shares to be delivered to the holders of Performance Stock Units upon vesting of the Performance Stock Units (subject to the achievement of the Performance Test) are delivered with all rights and benefits generally attached to such Shares. AB InBev will, on behalf of the Employer(s), at its discretion, deliver Shares in dematerialised (electronic or book-entry) form or in registered form.

7.2

Dividends

The Shares delivered upon vesting of the Performance Stock Units (subject to the achievement of the Performance Test) give the right to the dividends paid on such Shares decided by AB InBev after the Vesting Date.

7.3

Transferability

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

8	Expenses and taxes

All costs related to the attribution of the Performance Stock Units, the attribution of the additional Performance Stock Units referred to in Clause 4.1 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 Performance Stock Units and with the delivery of the underlying Shares. AB InBev, on behalf of the Employer(s) 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.

9	Expiry of the Performance Stock Units before the Vesting Date and situation upon termination of employment

9.1

Malus adjustment

When conduct that occurred in the period during which the Participant is or was responsible for such conduct contributes to a Material Adverse Decision or a Material Breach of our Code of Business Conduct before the Vesting Date the Performance Stock Units held by such Participant under this Plan will automatically expire and become null and void.

9.2

Termination of employment

The applicable Sub-Plan shall specify any rules with respect to the expiration of Performance Stock Units that may apply in the event of termination of employment of a Participant before the Vesting Date (including, but not limited to, any rules that may apply in the event of a Dismissal, Dismissal for Serious Cause, Resignation, Divestiture or Outsourcing).

9.3

Death or termination of employment following permanent disability

9.3.1

Notwithstanding Clause 9.2 above, in the case of death of a Participant or termination of employment following permanent disability before the Vesting Date, all Performance Stock Units will remain subject to Clause 6, provided that, in the case of permanent disability and if so requested by the Employer, the Participant enters into a non-competition agreement. The modalities of any non-competition agreement will be agreed upon after employment has ended.

9.3.2

The Shares (if any) to be delivered on or shortly after the Vesting Date will be delivered to the relevant Participant’s Successors, in case of death of a Participant, or to the Participant, in case of termination of the Participant’s employment following permanent disability.

9.3.3

Except as provided in Clause 9.3.4, the notion of “permanent disability” is to be defined by reference to the law governing the employment in the relevant jurisdiction of the Participant.

9.3.4

Notwithstanding Clause 9.3.3, for Participants subject to taxation in the United States, “permanent disability” shall mean at least one of the following:

(i)

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;

(ii)

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 Employer; or

(iii)

the Participant is determined to be totally disabled by the Social Security Administration.

9.3.5

This Clause 9.3 shall not apply in case the death or permanent disability follows a Resignation or Dismissal in which case, the rules set out in the applicable Sub-Plan will apply and the Shares to be delivered on or shortly after the Vesting Date (subject to Clause 6) will be delivered to the relevant Participant’s Successors, in case of death of a Participant, or to the Participant, in case of termination of the Participant’s employment following permanent disability.

9.4

Leave of Absence

A Participant who is, as of the Grant Date, or following the Grant Date commences, on a Leave of Absence shall be deemed to remain employed by the Employer unless the Leave of Absence extends beyond the second anniversary of the date on which the Leave of Absence commenced, in which event the Participant will be deemed to have resigned, as specified in the applicable Sub-Plan and for the application of the Plan only, on and as of the Leave of Absence expiration date.

10	Administration of the Plan

10.1

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 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 (as provided for in Clause 15) 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.

10.2

(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.

10.3

Administration of the Plan by AB InBev

AB InBev shall administer the Plan for itself or, as the case may be, on behalf of the Employer(s). AB InBev shall have the right to send all notifications and perform all formalities under the Plan for itself or, as the case may be, on behalf of the Employer(s).

11	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 Performance Stock Units, the number of Performance Stock Units and/or the number of Shares to which the Performance Stock Units give rights will be adjusted for the purpose of safeguarding the interest of the holders of Performance 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, in case of a merger of AB InBev into another company, the Performance 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 Performance Stock Units will give right in such case 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.

12	Electronic register, electronic evidence and electronic delivery

12.1

Electronic Share and PSU register

The Shares and Performance 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.

12.2

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.

12.3

Consent to electronic delivery

As a condition to receiving the Performance Stock Units, each Participant consents to delivery of all subsequent information relating to the Performance 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	Matrimonial regime

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

Death

In the event of a Participant’s death, any Successor acquiring the Performance 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.

15	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 or to safeguard the interest of the holders of Performance Stock Units.

AB InBev and/or the Employer may assign all or a part of its rights and obligations under the Plan to any of its respective affiliates.

16	Nature of the Plan

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:

16.1

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

16.2

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 the Employer to terminate the Participant’s employment according to the applicable regulations in respect of termination thereof;

16.3

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

17	Privacy and processing of Personal Data

To enable the proper set-up and management of the Plan and the PSU register, Personal Data about each Participant will need to be collected and used. This Clause 17 sets out the obligations of Anheuser-Busch InBev and the rights of Participants regarding any such collection and use, and provides the legally required information in this respect.

17.1

Identity of the person responsible for your Personal Data

Anheuser-Busch 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 PSU register of Anheuser-Busch InBev in electronic form.

17.2

Why and how Personal Data is collected and used

The Personal Data will either be collected via the LTI Website or extracted from Anheuser-Busch InBev’s HR Information System (or any successor system thereof)¹. It will be used exclusively for the purposes of the administration of the Plan and the maintenance of the PSU register of Anheuser-Busch InBev in electronic form.

The Data Controller and any Data Processor will collect and process the Participants’ Personal Data in accordance with the Data Protection Law.

17.3

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);

¹	In this case, the Personal Data which are not directly collected from you are identified with an asterisk (*) below.

(v)

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

Generally, the processing of the above Personal Data is necessary for the setting-up and management of the Plan and Share register and the Participants are required to provide their Personal Data, except in limited instances when the Data Controller indicates that certain information is voluntary. If the Participant refuses to provide his/her Personal Data, the Data Controller may be unable to manage participation of the Participant in the Plan.

17.4

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 LTI Website acting as Data Processor;

(ii)

the employer of the Participant for the above purposes;

(iii)

payroll operators acting as Data Processors;

(iv)

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

(v)

any member of the Anheuser-Busch 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. In order to ensure an adequate level of protection for data transfers to such countries, the Data Controller provides appropriate safeguards by way of entering into the appropriate model of Standard Contractual Clauses (Commission Implementing Decision (EU) 2021/914) or other adequate means (such as binding corporate rules).

The Participant may request a copy of, or information about, the appropriate safeguards provided for the transfers, by contacting the AB InBev Compliance Team through globalcompliance@ab-inbev.com.

17.5

Legal basis allowing Anheuser-Busch InBev to collect and use Personal Data

The processing and sharing of the Participant’s Personal Data for the purposes set out in Clause 17.2 is justified on the following legal bases: (i) the processing is necessary for the performance of a contract to which the Participant is a party or in order to take steps at the request of the Participant prior to entering into such contract, (ii) the processing is necessary to comply with a legal obligation to which the Data Controller is subject, or (iii) the processing is necessary for the purposes of the legitimate interests pursued by the Data Controller or by a third party, which are not overridden by the interests or fundamental rights and freedoms of the Participant, it being noted that such legitimate interests include implementing and offering the Plan and setting-up a PSU register and Share register.

17.6

Rights of the Participants

In the conditions set forth under applicable Data Protection Law, the Participant can exercise his/her right to request access to and rectification or 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 have questions or complaints about how Anheuser-Busch InBev processes their Personal Data, they may contact the Anheuser-Busch InBev Compliance Team through globalcompliance@ab-inbev.com. The Participants may also contact Anheuser-Busch InBev’s appointed data protection officer, First Privacy GmbH, at: e-mail: abi-team@firstprivacy.com ; phone: +49 421 69663282. They also have the right to make a complaint to the competent supervisory authority.

17.7

Storage period of the Personal Data

Personal Data will be stored for a period of five (5) years after the termination of the Plan, unless mandatory legal or regulatory requirements impose a longer retention period.

18	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.

19	Applicable law

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

Exhibit 4.5

LOGO

Anheuser-Busch InBev SA/NV

Base Share-Based Compensation Plan

Relating to Shares of AB InBev

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, VAT BE 0417.497.106 RPM/RPR Brussels;

Base Plan		this Base Share-Based Compensation Plan relating to Shares of AB InBev;

Board of Directors		the board of directors of AB InBev;

Bonus		the bonus granted to the Participant under the Plan, as set out in the Bonus Statement 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;

Bonus Alternatives		the Cash Bonus, the Mixed Bonus or the Shares Bonus;

Bonus Statement		the respective bonus statement made available to each Eligible Employee on the Online Tool, whereby AB InBev communicates the details of the Bonus (if any) to which the Eligible Employee is entitled;

Cash Bonus		has the meaning as set out in the Offer Letter;

Code of Business Conduct		the AB InBev Code of Business Conduct, as amended from time to time;

Committee		the Remuneration Committee of AB InBev;

Computershare		Computershare Investor Services PLC (“CIS UK”), Computershare Investor Services (Ireland) Limited (“CISIL”), Computershare Plan Managers Pty Ltd and CPU Share Plans Pty Ltd (together referred to as “CPM AU”); and Computershare Trust Company, N.A. (“CTCNA”), and each of its parent undertakings and its and their respective subsidiary undertakings each as defined in the relevant legislation in the jurisdiction in which these companies are incorporated;

Computershare Nominee Account		the company actually holding the Shares in the applicable central securities depository;

Data Controller		the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data; for the processing of Personal Data in the context of the setting-up and management of the Plan and the RSU register and Share register in electronic form, the Data Controller is 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 Section 11 of Article III for the implementation, administration and management of the Plan and the Share register and RSU register in electronic form;

Data Protection Law		any and all local, national and international data protection/privacy laws and regulations, as may be amended, such as the GDPR and supplementing national law provisions that apply to the processing of Personal Data as covered in or in relation to the Plan;

Discount RSU		a Restricted Stock Unit granted to a Participant under the Plan, as set out in the Offer Letter;

Dismissal		termination of employment by AB InBev or its subsidiaries;

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;

Divestiture		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;

Election Period		the period set out in the Offer Letter during which the Eligible Employees can make a choice on the Online Tool between the Cash Bonus, the Mixed Bonus and the Shares Bonus;

Eligible Employee		a person working for AB InBev or its subsidiaries who received an Offer Letter;

Employer		AB InBev or any of its subsidiaries who is the employer of the Participant, from time to time;

GDPR		Regulation 2016/679 of the European Parliament and of the Council of April 27, 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);

Global Ethics and Compliance Committee		the global ethics and compliance committee of AB InBev;

Grant Date		the date specified as such in the Offer Letter;

HR Information System		SAP, Sharp, Workdays or any successor system hereof;

Lock-Up Period		the period defined as such in the Offer Letter;

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 Offer Letter;


Matching RSU		a Restricted Stock Unit granted to a Participant under the Plan, as set out in the Offer Letter;

Material Adverse Decision		any decision, judgment, settlement or other act adopted by an administrative authority, court or tribunal that has a direct or indirect significant negative financial, reputational or commercial impact on AB InBev or its subsidiaries, as determined by the Global Ethics and Compliance Committee;

Material Breach		any violation of the Code of Business Conduct of AB InBev that has a direct or indirect significant negative financial, reputational or commercial impact on AB InBev or its subsidiaries, as determined by the Global Ethics and Compliance Committee;

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 Offer Letter;

Offer Letter		the Letter made available in the Online Tool informing the Eligible Employees of the start of the Election Period on the Online Tool and inviting them to make a choice on the Online Tool between the Cash Bonus, the Mixed Bonus and the Shares Bonus;

Online Tool		the Employee portal Bonus Application as available on AB InBev’s intranet and any successor application;

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 32bis 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		an Eligible Employee who is entitled to a Bonus according to his/her Bonus Statement, or any Successor to whom Voluntary Shares or 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 Data Protection Law;

Plan		the Base Plan, together with the applicable Sub-Plan administered hereunder;

Purchase Price		the price per Voluntary Share in Euros as set out in the Purchase Price Confirmation;

Purchase Price Confirmation		an electronic notice sent to the Participants on the Grant Date specifying the Purchase Price;

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;

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

Share Plan Account		the Computershare Nominee Account (or any successor thereof);

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 Offer Letter;

Social Security Administration		the social security administration or equivalent administration body of the country where the Participant works;

Sub-Plan		any sub-plan that may be administered by AB InBev from time to time pursuant to the Base Plan;

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		the date defined as such in the Offer Letter;

Vesting Period		the period defined as such in the Offer 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;

Website		the secure website mentioned in the Offer Letter or any successor thereof.

Article I

Terms and conditions relating to the Voluntary Shares

1	The Voluntary Shares

1.1

Form

The Voluntary Shares are dematerialized Shares and are transferred to the Share Plan Account and are subject to the transfer restrictions referred to in Section 3 below.

2	Delivery of the Voluntary Shares

The Voluntary Shares will be delivered to the Participants as soon as practically possible after the Grant Date. Participants who have not submitted their choice between the Bonus Alternatives on the Online Tool within the Election 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.

3	Transferability

3.1

Lock-Up Period

The Voluntary Shares are dematerialized Shares and are held in the Share Plan Account (SPA).

The Voluntary Shares may not be sold, pledged or otherwise transferred outside of the SPA 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 end of the Lock-Up Period, a Participant may:

3.2.1

keep the Voluntary Shares in the SPA; or

3.2.2

request the delivery of the Voluntary Shares outside of the SPA and their transfer on a securities account; or

3.2.3

sell the Voluntary Shares.

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.

4	Expenses and taxes

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 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 any income or social security taxes that are required to be withheld under any applicable law, rule or regulation.

Article II

Terms and conditions relating to the Restricted Stock Units

1	Restricted Stock Units

1.1

Form

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.

1.2

Automatic assignment

Upon the due acceptance of the Restricted Stock Units, the rights and obligations of AB InBev, as offeror under the Plan, shall automatically be assigned to the current Employer of the Participant. In the event the Employer changes between the Grant Date and the Vesting Date, the rights and obligations under the Plan of the previous Employer, shall automatically be assigned to the new Employer upon such change. AB InBev will remain the administrator of the Plan after such assignment(s).

1.3

Vesting

The Restricted Stock Units are subject to a Vesting Period starting on the Grant Date.

On or shortly after the Vesting Date, AB InBev, on behalf of the Employer(s), 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.

1.4

Dividend equivalent

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 on or shortly before the Vesting Date of the Restricted Stock Units 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 dividends will be capitalised on a yearly basis up until the Vesting Date of the Restricted Stock Units.

The number of additional Restricted Stock Units to which a Participant is entitled upon payment of dividends on the Shares underlying the Restricted Stock Units will be calculated by AB InBev. The number of additional Restricted Stock Units will be equal to the sum of each gross dividend divided by the closing share price on Euronext Brussels of the Shares on each relevant dividend payment date and multiplied by the number of compounded Restricted Stock Units that the Participant holds on the Vesting Date. Such final result will be rounded down to the closest unit.

1.5

Transferability

Except for transfers as a result of death (see Section 3.6 of Article III 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.

2	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 Section 1.4 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, on behalf of the Employer(s), 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.

Article III

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 Eligible Employee (and as applicable Participant), the AB InBev affiliate that employs the Eligible Employee (and as applicable Participant) and AB InBev (and following the assignment provided for in Section 1.2 of Article II, an agreement between the Participant and the (respective) Employer(s)). By submitting their choice between the Bonus Alternatives on the Online Tool, Eligible Employees (and as applicable Participants) unconditionally agree to be bound by the contents of this document, the applicable Sub-Plan and the Offer Letter. The provisions of the applicable Sub-Plan shall govern and prevail in the event of any conflict with the terms and conditions of the Base Plan.

An Eligible Employee (or as applicable a Participant) who fails to submit its choice between the Bonus Alternatives on the Online Tool before the expiry of the Election 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

2.1

General

The Shares (including the Voluntary Shares) to be delivered to the Participant are delivered with all rights and benefits generally attached to such Shares. AB InBev, on behalf of the Employer(s), will, at its discretion, deliver Shares in dematerialised (electronic or book-entry) form or in registered form.

2.2

Dividends

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 transfer restrictions on Voluntary Shares as set forth in Section 3.1 of Article I.

3.2

Malus adjustment

When conduct that occurred in the period during which the Participant is or was responsible for such conduct contributes to a Material Adverse Decision or a Material Breach of our Code of Business Conduct before the Vesting Date the Restricted Stock Units held by such Participant under this Plan will automatically expire and become null and void.

3.3

Termination of employment

The applicable Sub-Plan shall specify any rules with respect to the expiration of Restricted Stock Units that may apply in the event of termination of employment of a Participant before the Vesting Date (including, but not limited to, any rules that may apply in the event of a Dismissal, Dismissal for Serious Cause, Resignation, Outsourcing or Divestiture).

3.4

Death or termination of employment following permanent disability

Notwithstanding Section 3.3 above, in the case of death of a Participant or termination of employment following permanent disability of a Participant before the before the end of the Lock-Up Period or the Vesting Date:

3.4.1

the Voluntary Shares will become freely transferable and the restrictions on transferability referred to in Section 3.1 of Article I above will cease to apply on the date of death;

3.4.2

the Vesting Period referred to in Section 1.3 of Article II will automatically expire and all Restricted Stock Units will automatically vest provided that, in the case of permanent disability and if so requested by the Employer, the Participant enters into a non-competition agreement. The modalities of the non-competition agreement will be agreed upon after employment has ended. 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 Section 3.5 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

3.5

Notwithstanding Section 3.4, for Participants subject to taxation in the United States, “permanent disability” shall mean at least one of the following:

3.5.1

3.5.2

3.5.3

the Participant is determined to be totally disabled by the Social Security Administration.

3.6

In deviation from Section 3.4, 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 Section 3.5 above, the Restricted Stock Units will remain in full force and effect and will vest on the Vesting Date.

3.7

Leave of Absence

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 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.

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.

4.4

Administration of the Plan by AB InBev

5	Amendment to the capital structure and anti-dilution measures

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, in case of a merger of AB InBev into another company, 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 in such case 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.

6.2

Electronic evidence

Electronic approvals, instructions, orders, statements and communications between an Eligible Employee / 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 Eligible Employee / 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 Eligible Employee / Participant.

6.3

Consent to electronic delivery

As a condition to receiving the Voluntary Shares and the Restricted Stock Units, each Eligible Employee / 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 Eligible Employees / 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, Eligible Employees / Participants will be required to access AB InBev’s e-mail system, website and/or intranet. By submitting their choice between the Bonus Alternatives on the Online Tool, Eligible Employees / 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. Eligible Employees / Participants may obtain paper copies of any such information by submitting a request to receive paper copies to their respective People Department.

7	Matrimonial regime

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.

Death

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.

9	Modification of the terms and conditions

AB InBev and/or the Employer may assign all or a part of its rights and obligations under the Plan to any of its respective affiliates.

10	Nature of the Plan

Notwithstanding any provisions to the contrary included in the terms and conditions, the Offer Letter, the Purchase Price Confirmation, or any other document relating to the Plan:

10.1

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;

10.2

the Plan, the terms and conditions, the Offer Letter, the Purchase Price Confirmation, or any other document relating to the Plan do not confer upon the Eligible Employee / Participant any right to continued employment for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Employer to terminate the Eligible Employee’s / Participant’s employment according to the applicable regulations in respect of termination thereof;

10.3

the grant of Voluntary Shares and/or of Restricted Stock Units cannot be considered as a right acquired for the future.

11	Privacy and processing of Personal Data

To enable the proper set-up and management of the Plan, the Share register and the RSU register, Personal Data about each Participant will need to be collected and used. This Section 11 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.

11.1

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, the Share register and the RSU register of AB InBev in electronic form.

11.2

Why and how Personal Data is collected and used

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

¹	In this case, the Personal Data which are not directly collected from you are identified with an asterisk (*) below.

The Data Controller and any Data Processor will collect and process the Participants’ Personal Data in accordance with the Data Protection Law.

11.3

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);

(v)

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

Generally, the processing of the above Personal Data is necessary for the setting-up and management of the Plan and the Share and RSU register and the Participants are required to provide their Personal Data, except in limited instances when the Data Controller indicates that certain information is voluntary. If the Participant refuses to provide his/her Personal Data, the Data Controller may be unable to manage participation of the Participant in the Plan.

11.4

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 Online Tool acting as Data Processor;

(ii)

the employer of the Participant for the above purposes;

(iii)

payroll operators acting as Data Processors;

(iv)

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

(v)

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.

In order to ensure an adequate level of protection for data transfers to such countries, the Data Controller provides appropriate safeguards by way of entering into Standard Contractual Clauses (2010/87/EU and/or 2004/915/EC) or other adequate means (such as binding corporate rules).

The Participant may request a copy of, or information about, the appropriate safeguards provided for the transfers, by contacting the AB InBev Compliance Team through globalcompliance@ab-inbev.com.

11.5

Legal basis allowing AB InBev to collect and use Personal Data

The processing and sharing of the Participant’s Personal Data for the purposes set out in Section 11.2 is justified on the following legal bases: (i) the processing is necessary for the performance of a contract to which the Participant is a party or in order to take steps at the request of the Participant prior to entering into such contract, (ii) the processing is necessary to comply with a legal obligation to which the Data Controller is subject, or (iii) the processing is necessary for the purposes of the legitimate interests pursued by the Data Controller or by a third party, which are not overridden by the interests or fundamental rights and freedoms of the Participant, it being noted that such legitimate interests include implementing and offering the Plan and setting-up a Share and RSU register.

11.6

Rights of the Participants

Finally, if Participants have questions or complaints about how AB InBev processes their Personal Data, they may contact the AB InBev Compliance Team through globalcompliance@ab-inbev.com. The Participants may also contact AB InBev’s appointed data protection officer, First Privacy GmbH, at: e-mail: abi-team@firstprivacy.com ; phone: +49 421 69663282. They also have the right to make a complaint to the competent supervisory authority.

11.7

Storage period of the Personal Data

In general, Personal Data will be stored for a period of five (5) years after the termination of the Plan, unless mandatory legal or regulatory requirements impose a longer retention period.

12	Severability

13	Applicable law

The Voluntary Shares, the Restricted Stock Units and these terms and conditions are governed by Belgian law.

Exhibit 4.6

LOGO

Anheuser-Busch InBev SA/NV

Base Share-Based Compensation Plan

Relating to American Depositary Shares of AB InBev

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, VAT BE 0417.497.106 RPM/RPR Brussels;

		ADS or American Depositary Share		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;

		Base Plan		this Base Share-Based Compensation Plan relating to American Depositary Shares of AB InBev;

		Board of Directors		the board of directors of AB InBev;

		Bonus		the bonus granted to the Participant under the Plan, as set out in the Bonus Statement 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;

		Bonus Alternatives		the Cash Bonus, the Mixed Bonus or the Shares Bonus;

		Bonus Statement		the respective bonus statement made available to each Eligible Employee on the Online Tool, whereby AB InBev communicates the details of the Bonus (if any) to which the Eligible Employee is entitled;

		Cash Bonus		has the meaning as set out in the Offer Letter;

		Code of Business Conduct		the AB InBev Code of Business Conduct, as amended from time to time;

		Committee		the Remuneration Committee of AB InBev;

		Computershare		Computershare Investor Services PLC (“CIS UK”), Computershare Investor Services (Ireland) Limited (“CISIL”), Computershare Plan Managers Pty Ltd and CPU Share Plans Pty Ltd (together referred to as “CPM AU”); and Computershare Trust Company, N.A. (“CTCNA”), and each of its parent undertakings and its and their respective subsidiary undertakings each as defined in the relevant legislation in the jurisdiction in which these companies are incorporated;

		Computershare Nominee Account		the company actually holding the American Depositary Shares in the applicable central securities depository;



		Data Controller		the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data; for the processing of Personal Data in the context of the setting-up and management of the Plan and the RSU register and ADS register in electronic form, the Data Controller is 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 Section 11 of Article III for the implementation, administration and management of the Plan and the ADS register and RSU register in electronic form;

		Data Protection Law		any and all local, national and international data protection/privacy laws and regulations, as may be amended, such as the GDPR and supplementing national law provisions that apply to the processing of Personal Data as covered in or in relation to the Plan;

		Discount RSU		a Restricted Stock Unit granted to a Participant under the Plan, as set out in the Offer Letter;

		Dismissal		termination of employment by AB InBev or its subsidiaries;

		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;

		Divestiture		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;

		Election Period		the period set out in the Offer Letter during which the Eligible Employees can make a choice on the Online Tool between the Cash Bonus, the Mixed Bonus and the Shares Bonus;

		Eligible Employee		a person working for AB InBev or its subsidiaries who received an Offer Letter;

		Employer		AB InBev or any of its subsidiaries who is the employer of the Participant, from time to time;

		GDPR		Regulation 2016/679 of the European Parliament and of the Council of April 27, 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);

		Global Ethics and Compliance Committee		the global ethics and compliance committee of AB InBev;

		Grant Date		the date specified as such in the Offer Letter;



		HR Information System		SAP, Sharp, Workdays or any successor system hereof;

		Lock-Up Period		the period defined as such in the Offer Letter;

		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 ADSs, as set out in the Offer Letter;

		Matching RSU		a Restricted Stock Unit granted to a Participant under the Plan, as set out in the Offer Letter;

		Material Adverse Decision		any decision, judgment, settlement or other act adopted by an administrative authority, court or tribunal that has a direct or indirect significant negative financial, reputational or commercial impact on AB InBev or its subsidiaries, as determined by the Global Ethics and Compliance Committee;

		Material Breach		any violation of the Code of Business Conduct of AB InBev that has a direct or indirect significant negative financial, reputational or commercial impact on AB InBev or its subsidiaries, as determined by the Global Ethics and Compliance Committee;

		Mixed Bonus		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 Offer Letter;

		Offer Letter		the Letter made available in the Online Tool informing the Eligible Employees of the start of the Election Period on the Online Tool and inviting them to make a choice on the Online Tool between the Cash Bonus, the Mixed Bonus and the Shares Bonus;

		Online Tool		the Employee portal Bonus Application as available on AB InBev’s intranet and any successor application;

		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 32bis 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		an Eligible Employee who is entitled to a Bonus according to his/her Bonus Statement, or any Successor to whom Voluntary ADSs or 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 Data Protection Law;

		Plan		the Base Plan, together with the applicable Sub-Plan administered hereunder;

		Purchase Price		the price per Voluntary ADS in US Dollars as set out in the Purchase Price Confirmation;

		Purchase Price Confirmation		an electronic notice sent to the Participants on the Grant Date specifying the Purchase Price;

		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 American Depositary Share in accordance with these terms and conditions;

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

		Share Plan Account		the Computershare Nominee Account (or any successor thereof);

		Shares Bonus		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 Offer Letter;

		Social Security Administration		the social security administration or equivalent administration body of the country where the Participant works;

		Sub-Plan		any sub-plan that may be administered by AB InBev from time to time pursuant to the Base Plan;

		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		the date defined as such in the Offer Letter;

		Vesting Period		the period defined as such in the Offer Letter;



		Voluntary ADSs		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;

		Website		the secure website mentioned in the Offer Letter or any successor thereof.

Article I

Terms and conditions relating to the Voluntary ADSs

1	The Voluntary ADSs

The Voluntary ADSs are ordinary American Depositary Shares and are transferred to the Share Plan Account and are subject to the transfer restrictions referred to in Section 3 below.

2	Delivery of the Voluntary ADSs

The Voluntary ADSs will be delivered to the Participants as soon as practically possible after the Grant Date. Participants who have not submitted their choice between the Bonus Alternatives on the Online Tool within the Election 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.

3	Transferability

3.1

Lock-Up Period

The Voluntary ADSs are held in the Share Plan Account (SPA), and may not be sold, pledged or otherwise transferred outside of the SPA 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 end of the Lock-Up Period, a Participant may:

3.2.1

keep the Voluntary ADSs in the SPA; or

3.2.2

request the transfer of the Voluntary ADSs outside of the SPA to a securities account; or

3.2.3

sell the Voluntary ADSs.

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 as the result of the sale of the Voluntary ADSs.

4	Expenses and taxes

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 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.

Article II

Terms and conditions relating to the Restricted Stock Units

1	Restricted Stock Units

1.1

Form

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.

1.2

Automatic assignment

The Employer(s) ha(s)(ve) the obligation to deliver the American Depositary Shares, pursuant to the terms and conditions of the Plan, to the Participant. Each Employer of the Participant between the Grant Date and the Vesting Date will be responsible for the delivery, pursuant to the terms and modalities in the Plan, of the number of American Depositary Shares pro rata to the time the Participant was an employee of such Employer. AB InBev shall have the right to deliver such American Depositary Shares to the Participant on behalf of the Employer(s).

1.3

Vesting

The Restricted Stock Units are subject to a Vesting Period starting on the Grant Date.

On or shortly after the Vesting Date, AB InBev, on behalf of the Employer(s), 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.

1.4

Dividend equivalent

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 represented by the ADSs underlying the Restricted Stock Units. This dividend equivalent will be granted to the Participants on or shortly before the Vesting Date of the Restricted Stock Units 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 dividends on the Shares represented by the ADSs underlying the Restricted Stock Units will be calculated by AB InBev. The number of additional Restricted Stock Units will be equal to the sum of each gross dividend divided by the closing share price on Euronext Brussels of the Shares on each relevant dividend payment date and multiplied by the number of compounded Restricted Stock Units that the Participant holds on the Vesting Date. Such final result will be rounded down to the closest unit.

1.5

Transferability

The ADSs delivered upon vesting of the Restricted Stock Units are not subject to any transfer restrictions under the rules of the Plan.

2	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 Section 1.4 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, on behalf of the Employer(s), 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.

Article III

General provisions applicable to the Voluntary ADSs and to the Restricted Stock Units

1	Approval of the Plan documentation

An Eligible Employee (or as applicable a Participant) who fails to submit his/her choice between the Bonus Alternatives on the Online Tool before the expiry of the Election 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 American Depositary Shares

2.1

General

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.

2.2

Dividends

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.

3	Expiry of the Restricted Stock Units before the Vesting Date and situation upon termination of service

3.1

Violation of the Voluntary ADS transfer restrictions

The Restricted Stock Units will automatically expire and become null and void if the Participant fails to comply with the transfer restrictions on Voluntary ADSs as set forth in Section 3.1 of Article I.

3.2

Malus adjustment

When conduct that occurred in the period during which the Participant is or was responsible for such conduct contributes to a Material Adverse Decision or a Material Breach of our Code of Business Conduct before the Vesting Date the Restricted Stock Units held by such Participant under this Plan will automatically expire and become null and void.

3.3

Termination of employment

3.4

Death or termination of employment following permanent disability

3.4.1

the Voluntary ADSs will become freely transferable and the restrictions on transferability referred to in Section 3.1 of Article I above will cease to apply on the date of death;

3.4.2

the Vesting Period referred to in Section 1.3 of Article II will automatically expire and all Restricted Stock Units will automatically vest provided that, in the case of permanent disability and if so requested by the Employer, the Participant enters into a non-competition agreement. The modalities of the non-competition agreement will be agreed upon after employment has ended. 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.

Except as provided in Section 3.5 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

3.5

Notwithstanding Section 3.4, for Participants subject to taxation in the United States, “permanent disability” shall mean at least one of the following:

3.5.1

3.5.2

3.5.3

the Participant is determined to be totally disabled by the Social Security Administration.

3.6

3.7

Leave of Absence

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 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.

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.

4.4

Administration of the Plan by AB InBev

5	Amendment to the capital structure and anti-dilution measures

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 ADSs 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, in case of a merger of AB InBev into another company, 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 in such case 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 ADS and RSU register

The ADSs 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.

6.2

Electronic evidence

6.3

Consent to electronic delivery

As a condition to receiving the Voluntary ADSs and the Restricted Stock Units, each Eligible Employee / 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 Eligible Employees / 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, Eligible Employees / Participants will be required to access AB InBev’s e-mail system, website and/or intranet. By submitting their choice between the Bonus Alternatives on the Online Tool, Eligible Employees / 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. Eligible Employees / Participants may obtain paper copies of any such information by submitting a request to receive paper copies to their respective People Department.

7	Matrimonial regime

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 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 ADSs and Restricted Stock Units.

Death

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.

9	Modification of the terms and conditions

AB InBev and/or the Employer may assign all or a part of its rights and obligations under the Plan to any of its respective affiliates.

10	Nature of the Plan

Notwithstanding any provisions to the contrary included in the terms and conditions, the Offer Letter, the Purchase Price Confirmation, or any other document relating to the Plan:

10.1

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;

10.2

10.3

the grant of Voluntary ADSs and/or of Restricted Stock Units cannot be considered as a right acquired for the future.

11	Privacy and processing of Personal Data

To enable the proper set-up and management of the Plan, the ADS register and the RSU register, Personal Data about each Participant will need to be collected and used. This Section 11 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.

11.1

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, the ADS register and the RSU register of AB InBev in electronic form.

11.2

Why and how Personal Data is collected and used

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

The Data Controller and any Data Processor will collect and process the Participants’ Personal Data in accordance with the Data Protection Law.

11.3

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);

(v)

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

Generally, the processing of the above Personal Data is necessary for the setting-up and management of the Plan and the ADS and RSU register and the Participants are required to provide their Personal Data, except in limited instances when the Data Controller indicates that certain information is voluntary. If the Participant refuses to provide his/her Personal Data, the Data Controller may be unable to manage participation of the Participant in the Plan.

11.4

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 Online Tool acting as Data Processor;

(ii)

the employer of the Participant for the above purposes;

(iii)

payroll operators acting as Data Processors;

(iv)

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

(v)

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.

¹	In this case, the Personal Data which are not directly collected from you are identified with an asterisk (*) below.

The Participant may request a copy of, or information about, the appropriate safeguards provided for the transfers, by contacting the AB InBev Compliance Team through globalcompliance@ab-inbev.com.

11.5

Legal basis allowing AB InBev to collect and use Personal Data

11.6

Rights of the Participants

11.7

Storage period of the Personal Data

In general, Personal Data will be stored for a period of five (5) years after the termination of the Plan, unless mandatory legal or regulatory requirements impose a longer retention period.

12	Severability

13	Applicable law

These terms and conditions are governed by Belgian law.

Exhibit 23.1

LOGO

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 reportdated March 16, 2022relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Anheuser-Busch InBev SA/NV’s Annual Report on Form 20-F for the year ended December 31, 2021.

Diegem, Belgium, November 29, 2022

PwC Bedrijfsrevisoren BV / Reviseurs d’Entreprises SRL

Represented by

/s/ Koen Hens

Koen Hens

Statutory Auditor

Exhibit 24.1

POWER OF ATTORNEY

Reference is hereby made to the proposed registration by Anheuser-Busch InBev SA/NV (“AB InBev”) under the U.S. 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 certain current and future employee share plans, if any, established for the benefit of employees of AB InBev 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 U.S. 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 of AB InBev, any Assistant Corporate Secretary of AB InBev, the Secretary of Anheuser-Busch InBev Services, LLC, any Assistant Secretary of Anheuser-Busch InBev Services, LLC, Mr. John Blood, Mr. Alexandre Bueno, Ms. Christine Delhaye, Mr. Thomas Larson, Ms. Lauren Pratt, Ms. Ann Randon, Mr. Guy Ernotte Dumont and Mr. Jan Vandermeersch, and each of them, with full power to act alone, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, for as long as such attorney-in-fact or agent remains an employee of AB InBev or any entity wholly-owned by AB InBev, 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 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.]

IN WITNESS WHEREOF, each of the undersigned has executed this power of attorney as of the date indicated next to his or her signature.


Date: 29 November 2022	By:	/s/ Michel Doukeris
	Michel Doukeris Chief Executive Officer Anheuser-Busch InBev SA/NV

Date: 29 November 2022	By:	/s/ Fernando Tennenbaum
	Fernando Tennenbaum Chief Financial Officer Anheuser-Busch InBev SA/NV

Date: 29 November 2022	By:	/s/ Martin J. Barrington
	Martin J. Barrington Chairman of the Board of Directors Anheuser-Busch InBev SA/NV

Date:	By:
	María Asuncion Aramburuzabala Member of the Board of Directors Anheuser-Busch InBev SA/NV

Date: 29 November 2022	By:	/s/ M. Michele Burns
	M. Michele Burns Member of the Board of Directors Anheuser-Busch InBev SA/NV

Date:	By:
	Sabine Chalmers Member of the Board of Directors Anheuser-Busch InBev SA/NV

Date: 29 November 2022	By:	/s/ Paul Cornet de Ways Ruart
	Paul Cornet de Ways Ruart Member of the Board of Directors Anheuser-Busch InBev SA/NV

[Anheuser-Busch InBev SA/NV — Power of Attorney]



Date: 29 November 2022	By:	/s/ Claudio Garcia
	Claudio Garcia Member of the Board of Directors Anheuser-Busch InBev SA/NV

Date:	By:
	William F. Gifford, Jr. Member of the Board of Directors Anheuser-Busch InBev SA/NV

Date: 29 November 2022	By:	/s/ Paulo Alberto Lemann
	Paulo Alberto Lemann Member of the Board of Directors Anheuser-Busch InBev SA/NV

Date: 29 November 2022	By:	/s/ Elio Leoni Sceti
	Elio Leoni Sceti Member of the Board of Directors Anheuser-Busch InBev SA/NV

Date:	By:
	Xiaozhi Liu Member of the Board of Directors Anheuser-Busch InBev SA/NV

Date: 29 November 2022	By:	/s/ Alejandro Santo Domingo Dávila
	Alejandro Santo Domingo Dávila Member of the Board of Directors Anheuser-Busch InBev SA/NV

Date: 29 November 2022	By:	/s/ Cecilia Sicupira
	Cecilia Sicupira Member of the Board of Directors Anheuser-Busch InBev SA/NV

[Anheuser-Busch InBev SA/NV — Power of Attorney]



Date: 29 November 2022	By:	/s/ Grégoire de Spoelberch
	Grégoire de Spoelberch Member of the Board of Directors Anheuser-Busch InBev SA/NV

Date:	By:
	Nitin Nohria Member of the Board of Directors Anheuser-Busch InBev SA/NV

Date: 29 November 2022	By:	/s/ Alexandre Van Damme
	Alexandre Van Damme Member of the Board of Directors Anheuser-Busch InBev SA/NV

[Anheuser-Busch InBev SA/NV — Power of Attorney]

Exhibit 24.2

POWER OF ATTORNEY

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 of AB InBev, any Assistant Corporate Secretary of AB InBev, the Secretary of Anheuser-Busch InBev Services, LLC, any Assistant Secretary of Anheuser-Busch InBev Services, LLC, Mr. John Blood, Mr. Alexandre Bueno, Ms. Christine Delhaye, Ms. Lauren Pratt, Ms. Ann Randon, Mr. Guy Ernotte Dumont and Mr. Jan Vandermeersch, and each of them, with full power to act alone, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, for as long as such attorney-in-fact or agent remains an employee of AB InBev or any entity wholly-owned by AB InBev, 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 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.

[Remainder of this page left intentionally blank.]

IN WITNESS WHEREOF, the undersigned has executed this power of attorney as of the date indicated next to the signature.

[Authorized Representative — Power of Attorney]

Exhibit 107

Calculation of Filing Fee Table

FORM S-8

(Form Type)

ANHEUSER-BUSCH INBEV SA/NV

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security

Type

Security

Class

Title ⁽¹⁾

Fee

Calculation

Rule

Amount

Registered ^{(1) (2)}

Proposed

Maximum

Offering

Price Per

Maximum

Aggregate

Offering

Price

Fee

Rate

Amount of

Registration

Fee

Fees to be

Paid

Equity

Ordinary shares, without nominal value (“Ordinary Shares”) (granted pursuant to the Restricted Stock Units Plan for Directors)

Rule 457(c)

250,000

$56.30 ⁽³⁾

$14,075,000 ⁽³⁾

$110.20 per $1,000,000

$1,551

Ordinary Shares (granted pursuant to the Base Performance Stock Units Plan Relating to Shares of AB InBev)

Rule 457(c)

9,000,000

$56.30 ⁽³⁾

$506,700,000 ⁽³⁾

$110.20 per $1,000,000

$55,838

Ordinary Shares (granted pursuant to the Base Share-Based Compensation Plan Relating to Shares of AB InBev)

Rule 457(c)

11,000,000

$56.30 ⁽³⁾

$619,300,000 ⁽³⁾

$110.20 per $1,000,000

$68,247

Ordinary Shares (granted pursuant to the Base Share-Based Compensation Plan Relating to American Depositary Shares of AB InBev)

Rule 457(c)

2,000,000

$56.115 ⁽⁴⁾

$112,230,00 ⁽⁴⁾

$110.20 per $1,000,000

$12,368

Total Offering Amounts

$1,252,305,000

$138,004

Total Fees Previously Paid

$0.00

Total Fee Offsets

$0.00

Net Fee Due

$138,004

(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”) on 7 October 2016, as amended by Post-Effective Amendment No. 1, filed on 16 March 2018, 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 become issuable 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 23 November 2022, and converted at the cross rate of €1.00 = $1.0397, as reported by Bloomberg at 5:00 p.m., New York City time, on 23 November 2022.

(4)	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 the Ordinary Shares represented by ADSs as reported on the New York Stock Exchange on 23 November 2022.