Anheuser-Busch InBev SA/NV - Major Shareholding Notification 2021

SC 13D/A 1 d137677dsc13da.htm SC 13D/A SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Anheuser-Busch InBev SA/NV

(Name of Issuer)

Ordinary Shares, without par value

American Depositary Shares, each of which represents 1 (one) Ordinary Share,

without par value, evidenced by American Depositary Receipts

(Title of Class or Securities)

03524A108

(CUSIP Number for American Depositary Shares)

| John Horsfield-Bradbury Sullivan & Cromwell LLP 1 New Fetter Lane London
EC4A 1AN England +44 20 7959-8900 |
| --- |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communication) |

June 7, 2021

(Date of Event to Which This Filing Relates)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).

(Continued on following pages)

| 1 | Names of
reporting persons: Stichting Anheuser-Busch InBev |
| --- | --- |
| 2 | Check the appropriate box if a member
of a group (see instructions) (a) ☒ (b) ☐ |
| 3 | SEC use only |
| 4 | Source of funds (see
instructions): OO |
| 5 | Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐ |
| 6 | Citizenship or place of
organization: The
Netherlands |

Number of shares beneficially owned by each reporting person with	Sole voting power: 0
8	Shared voting power: 1,146,902,125 Shares 1,
2
9	Sole dispositive power: 0
10	Shared dispositive power: 846,582,053 Ordinary
Shares 1

11	Aggregate amount beneficially owned by each reporting person: 1,146,902,125 Shares 1, 2
12	Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
13	Percent of class represented by amount
in row (11): 59.25% 1, 2,
3
14	Type of reporting person (see
instructions): CO

1 The Stichting Anheuser-Busch InBev (formerly Stichting InBev and Stichting Interbrew) is wholly-owned together by BRC S.à.R.L. (BRC) and EPS Participations S.à.R.L. (EPS Participations), which is wholly owned by Eugénie Patri Sébastien S.A. (formerly Eugénie Patri Sébastien SCA) (EPS). BRC is controlled by Jorge Paulo Lemann (Mr. Lemann), Carlos Alberto da Veiga Sicupira (Mr. Sicupira) and Marcel Herrmann Telles (Mr. Telles). The Stichting Anheuser-Busch InBev, BRC, EPS Participations, EPS and Rayvax Société dInvestissements SA (Rayvax), a Belgian corporation, are party to the 2016 Shareholders Agreement (defined below), and the Stichting Anheuser-Busch InBev is party to a further voting agreement (the Funds Voting Agreement) with Fonds Baillet Latour CV (formerly Fonds Baillet Latour SPRL) (Fonds Baillet Latour) and Fonds Voorzitter Verhelst SRL (formerly Fonds Voorzitter Verhelst SPRL) (Fonds Voorzitter Verhelst). Together these entities and individuals indirectly and directly beneficially own 846,582,053 Ordinary Shares (as defined below) of Anheuser-Busch InBev SA/NV (AB InBev), as of June 15, 2021, representing approximately 42.76% of the voting rights attached to AB InBev shares (excluding treasury shares held by AB InBev or its subsidiaries). In addition, See Items 2, 3, 4, 5 and 6 of this Schedule 13D.

2 Includes (i) the 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares and 6,000,000 Ordinary Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria Group, Inc. a Virginia Corporation (Altria) and BEVCO Lux S.à R.L., a Luxembourg corporation (BEVCO), are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 7:155 of the Belgian Companies and Associations Code.

3 Based on a total of 1,935,685,053 Ordinary Shares deemed to be outstanding as of the filing date, which is calculated based upon the sum of (i) 1,653,706,918 Ordinary Shares issued and outstanding as of such date and (ii) 281,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares (as defined below) over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement (as defined below), which includes all Restricted Shares owned by Altria and BEVCO and no Restricted Shares owned by other holders. The shares set out above represent approximately 57.93% of the total shares with voting rights ( i.e. , 1,653,706,918 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of the filing date.

| 1 | Names of
reporting persons: BRC S.à R.L. |
| --- | --- |
| 2 | Check the appropriate box if a member
of a group (see instructions) (a) ☒ (b) ☐ |
| 3 | SEC use only |
| 4 | Source of funds (see
instructions): OO |
| 5 | Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐ |
| 6 | Citizenship or place of
organization: Luxembourg |

Number of shares beneficially owned by each reporting person with	Sole voting power: 0
8	Shared voting power: 1,146,902,125 Shares 1,
2
9	Sole dispositive power: 0
10	Shared dispositive power: 846,582,053 Ordinary
Shares 1

11	Aggregate amount beneficially owned by each reporting person: 1,146,902,125 Shares 1, 2
12	Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
13	Percent of class represented by amount
in row (11): 59.25% 1, 2,
3
14	Type of reporting person (see
instructions): CO

1 The Stichting Anheuser-Busch InBev is wholly-owned together by BRC and EPS Participations, which is wholly owned by EPS. BRC is controlled by Mr. Lemann, Mr. Sicupira and Mr. Telles. The Stichting Anheuser-Busch InBev, BRC, EPS Participations, EPS and Rayvax are party to the 2016 Shareholders Agreement, and the Stichting Anheuser-Busch InBev is party to the Funds Voting Agreement with Fonds Baillet Latour and Fonds Voorzitter Verhelst. Together these entities and individuals indirectly and directly beneficially own 846,582,053 Ordinary Shares of AB InBev, as of June 15, 2021, representing approximately 42.76% of the voting rights attached to AB InBev shares (excluding treasury shares held by AB InBev or its subsidiaries). In addition, See Items 2, 3, 4, 5 and 6 of this Schedule 13D.

2 Includes (i) the 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares and 6,000,000 Ordinary Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria and BEVCO are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 7:155 of the Belgian Companies and Associations Code.

3 Based on a total of 1,935,685,053 Ordinary Shares deemed to be outstanding as of the filing date, which is calculated based upon the sum of (i) 1,653,706,918 Ordinary Shares issued and outstanding as of such date and (ii) 281,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement, which includes all Restricted Shares owned by Altria and BEVCO, and no Restricted Shares owned by other holders. The shares set out above represent approximately 57.93% of the total shares with voting rights ( i.e ., 1,653,706,918 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of the filing date.

| 1 | Names of
reporting persons: Eugénie Patri Sébastien S.A. |
| --- | --- |
| 2 | Check the appropriate box if a member
of a group (see instructions) (a) ☒ (b) ☐ |
| 3 | SEC use only |
| 4 | Source of funds (see
instructions): OO |
| 5 | Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐ |
| 6 | Citizenship or place of
organization: Luxembourg |

Number of shares beneficially owned by each reporting person with	Sole voting power: 0
8	Shared voting power: 1,146,902,125 Shares 1,
2
9	Sole dispositive power: 0
10	Shared dispositive power: 846,582,053 Ordinary
Shares 1

11	Aggregate amount beneficially owned by each reporting person: 1,146,902,125 Shares 1, 2
12	Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
13	Percent of class represented by amount
in row (11): 59.25% 1, 2,
3
14	Type of reporting person (see
instructions): CO

1 The Stichting Anheuser-Busch InBev is wholly-owned together by BRC and EPS Participations, which is wholly owned by EPS. BRC is controlled by Mr. Lemann, Mr. Sicupira and Mr. Telles. The Stichting Anheuser-Busch InBev, BRC, EPS Participations, EPS and Rayvax are party to the 2016 Shareholders Agreement, and the Stichting Anheuser-Busch InBev is party to the Funds Voting Agreement with Fonds Baillet Latour and Fonds Voorzitter Verhelst. Together these entities and individuals indirectly and directly beneficially own 846,582,053 Ordinary Shares of AB InBev, as of June 15, 2021, representing approximately 42.76% of the voting rights attached to AB InBev shares (excluding treasury shares held by AB InBev or its subsidiaries). Includes Ordinary Shares beneficially owned by EPS which certain directors of EPS may have the right to acquire control of from EPS under certain circumstances. In addition, See Items 2, 3, 4, 5 and 6 of this Schedule 13D.

2 Includes (i) the 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares and 6,000,000 Ordinary Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria and BEVCO are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 7:155 of the Belgian Companies and Associations Code.

3 Based on a total of 1,935,685,053 Ordinary Shares deemed to be outstanding as of the filing date, which is calculated based upon the sum of (i) 1,653,706,918 Ordinary Shares issued and outstanding as of such date and (ii) 281,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement, which includes all Restricted Shares owned by Altria and BEVCO, and no Restricted Shares owned by other holders. The shares set out above represent approximately 57.93% of the total shares with voting rights ( i.e ., 1,653,706,918 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of the filing date.

| 1 | Names of
reporting persons: Rayvax Société dInvestissements
S.A. |
| --- | --- |
| 2 | Check the appropriate box if a member
of a group (see instructions) (a) ☒ (b) ☐ |
| 3 | SEC use only |
| 4 | Source of funds (see
instructions): OO |
| 5 | Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐ |
| 6 | Citizenship or place of
organization: Belgium |

Number of shares beneficially owned by each reporting person with	Sole voting power: 0
8	Shared voting power: 1,146,902,125 Shares 1,
2
9	Sole dispositive power: 0
10	Shared dispositive power: 846,582,053 Ordinary
Shares 1

11	Aggregate amount beneficially owned by each reporting person: 1,146,902,125 Shares 1, 2
12	Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
13	Percent of class represented by amount
in row (11): 59.25% 1, 2,
3
14	Type of reporting person (see
instructions): CO

1 The Stichting Anheuser-Busch InBev is wholly-owned together by BRC and EPS Participations, which is wholly owned by EPS. BRC is controlled by Mr. Lemann, Mr. Sicupira and Mr. Telles. The Stichting Anheuser-Busch InBev, BRC, EPS Participations, EPS and Rayvax are party to the 2016 Shareholders Agreement, and the Stichting Anheuser-Busch InBev is party to the Funds Voting Agreement with Fonds Baillet Latour and Fonds Voorzitter Verhelst. Together these entities and individuals indirectly and directly beneficially own 846,582,053 Ordinary Shares of AB InBev, as of June 15, 2021, representing approximately 42.76% of the voting rights attached to AB InBev shares (excluding treasury shares held by AB InBev or its subsidiaries). Includes Ordinary Shares beneficially owned by EPS which certain directors of Rayvax may have the right to acquire control of from EPS under certain circumstances. In addition, See Items 2, 3, 4, 5 and 6 of this Schedule 13D.

2 Includes (i) the 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares and 6,000,000 Ordinary Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria and BEVCO are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 7:155 of the Belgian Companies and Associations Code.

3 Based on a total of 1,935,685,053 Ordinary Shares deemed to be outstanding as of the filing date, which is calculated based upon the sum of (i) 1,653,706,918 Ordinary Shares issued and outstanding as of such date and (ii) 281,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement, which includes all Restricted Shares owned by Altria and BEVCO, and no Restricted Shares owned by other holders. The shares set out above represent approximately 57.93% of the total shares with voting rights ( i.e ., 1,653,706,918 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of the filing date.

| 1 | Names of
reporting persons: Fonds Baillet Latour CV |
| --- | --- |
| 2 | Check the appropriate box if a member
of a group (see instructions) (a) ☒ (b) ☐ |
| 3 | SEC use only |
| 4 | Source of funds (see
instructions): OO |
| 5 | Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐ |
| 6 | Citizenship or place of
organization: Belgium |

Number of shares beneficially owned by each reporting person with	Sole voting power: 0
8	Shared voting power: 1,146,902,125 Shares 1,
2
9	Sole dispositive power: 0
10	Shared dispositive power: 846,582,053 Ordinary
Shares 1

11	Aggregate amount beneficially owned by each reporting person: 1,146,902,125 Shares 1, 2
12	Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
13	Percent of class represented by amount
in row (11): 59.25% 1, 2,
3
14	Type of reporting person (see
instructions): CO

2 Includes (i) the 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares and 6,000,000 Ordinary Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria and BEVCO are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 7:155 of the Belgian Companies and Associations Code.

3 Based on a total of 1,935,685,053 Ordinary Shares deemed to be outstanding as of the filing date, which is calculated based upon the sum of (i) 1,653,706,918 Ordinary Shares issued and outstanding as of such date and (ii) 281,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement, which includes all Restricted Shares owned by Altria and BEVCO, and no Restricted Shares owned by other holders. The shares set out above represent approximately 57.93% of the total shares with voting rights ( i.e ., 1,653,706,918 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of the filing date.

| 1 | Names of
reporting persons: Fonds Voorzitter Verhelst SRL |
| --- | --- |
| 2 | Check the appropriate box if a member
of a group (see instructions) (a) ☒ (b) ☐ |
| 3 | SEC use only |
| 4 | Source of funds (see
instructions): OO |
| 5 | Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐ |
| 6 | Citizenship or place of
organization: Belgium |

Number of shares beneficially owned by each reporting person with	Sole voting power: 0
8	Shared voting power: 1,146,902,125 Shares 1,
2
9	Sole dispositive power: 0
10	Shared dispositive power: 846,582,053 Ordinary
Shares 1

11	Aggregate amount beneficially owned by each reporting person: 1,146,902,125 Shares 1, 2
12	Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
13	Percent of class represented by amount
in row (11): 59.25% 1, 2,
3
14	Type of reporting person (see
instructions): CO

2 Includes (i) the 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares and 6,000,000 Ordinary Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria and BEVCO are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 7:155 of the Belgian Companies and Associations Code.

3 Based on a total of 1,935,685,0534 Ordinary Shares deemed to be outstanding as of the filing date, which is calculated based upon the sum of (i) 1,653,706,918 Ordinary Shares issued and outstanding as of such date and (ii) 281,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement, which includes all Restricted Shares owned by Altria and BEVCO, and no Restricted Shares owned by other holders. The shares set out above represent approximately 57.93% of the total shares with voting rights ( i.e ., 1,653,706,918 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of the filing date.

| 1 | Names of
reporting persons: Jorge Paulo Lemann |
| --- | --- |
| 2 | Check the appropriate box if a member
of a group (see instructions) (a) ☒ (b) ☐ |
| 3 | SEC use only |
| 4 | Source of funds (see
instructions): OO |
| 5 | Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐ |
| 6 | Citizenship or place of
organization: Federative Republic of Brazil and
Switzerland |

Number of shares beneficially owned by each reporting person with	Sole voting power: 259,000
8	Shared voting power: 1,147,165,593 Shares 1, 2,
3
9	Sole dispositive power: 259,000
10	Shared dispositive power: 846,845,521 Ordinary Shares 1,
3

11	Aggregate amount beneficially owned by each reporting person: 1,147,165,593 Shares 1, 2, 3
12	Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
13	Percent of class represented by amount
in row (11): 59.26% 1, 2, 3,
4
14	Type of reporting person (see
instructions): IN

2 Includes (i) the 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares and 6,000,000 Ordinary Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria and BEVCO are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 7:155 of the Belgian Companies and Associations Code.

3 Includes 4,468 Ordinary Shares held by LTS Trading Company LLC as of June 15, 2021, a company incorporated under Delaware law, acting in concert with Mr. Telles, Mr. Lemann and Mr. Sicupira within the meaning of Article 3, § 2 of the Belgian Law of 1 April 2007 on public takeover bids and 259,000 Ordinary Shares held by Olia 2 AG, a company incorporated under Liechtenstein law, acting in concert with Mr. Lemann within the meaning of Article 3, § 2 of the Belgian Law of 1 April 2007 on public takeover bids. Mr. Lemann disclaims beneficial ownership of the securities subject to this statement on Schedule 13D, except with respect to the 259,000 Ordinary Shares held by Olia 2 AG over which he holds sole voting and dispositive power.

4 Based on a total of 1,935,685,053 Ordinary Shares deemed to be outstanding as of the filing date, which is calculated based upon the sum of (i) 1,653,706,918 Ordinary Shares issued and outstanding as of such date and (ii) 281,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement, which includes all Restricted Shares owned by Altria and BEVCO, and no Restricted Shares owned by other holders. The shares set out above represent approximately 57.95% of the total shares with voting rights ( i.e. , 1,653,706,918 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of the filing date.

| 1 | Names of
reporting persons: Carlos Alberto da Viega Sicupira |
| --- | --- |
| 2 | Check the appropriate box if a member
of a group (see instructions) (a) ☒ (b) ☐ |
| 3 | SEC use only |
| 4 | Source of funds (see
instructions): OO |
| 5 | Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐ |
| 6 | Citizenship or place of
organization: Federative Republic of
Brazil |

Number of shares beneficially owned by each reporting person with	Sole voting power: 0
8	Shared voting power: 1,146,906,593 Shares 1, 2,
3
9	Sole dispositive power: 0
10	Shared dispositive power: 846,586,521 Ordinary Shares 1,
3

11	Aggregate amount beneficially owned by each reporting person: 1,146,906,593 Shares 1, 2, 3
12	Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
13	Percent of class represented by amount
in row (11): 59.25% 1, 2, 3,
4
14	Type of reporting person (see
instructions): IN

2 Includes (i) the 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares and 6,000,000 Ordinary Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria and BEVCO are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 7:155 of the Belgian Companies and Associations Code.

4 Based on a total of 1,935,685,053 Ordinary Shares deemed to be outstanding as of the filing date, which is calculated based upon the sum of (i) 1,653,706,918 Ordinary Shares issued and outstanding as of such date and (ii) 281,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement, which includes all Restricted Shares owned by Altria and BEVCO, and no Restricted Shares owned by other holders. The shares set out above represent approximately 57.93% of the total shares with voting rights ( i.e. , 1,653,706,918 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of the filing date.

| 1 | Names of
reporting persons: Marcel Herrmann Telles |
| --- | --- |
| 2 | Check the appropriate box if a member
of a group (see instructions) (a) ☒ (b) ☐ |
| 3 | SEC use only |
| 4 | Source of funds (see
instructions): OO |
| 5 | Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐ |
| 6 | Citizenship or place of
organization: Federative Republic of
Brazil |

Number of shares beneficially owned by each reporting person with	Sole voting power: 0
8	Shared voting power: 1,146,906,593 Shares 1, 2,
3
9	Sole dispositive power: 0
10	Shared dispositive power: 846,586,521 Ordinary Shares 1,
3

11	Aggregate amount beneficially owned by each reporting person: 1,146,906,593 Shares 1, 2, 3
12	Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
13	Percent of class represented by amount
in row (11): 59.25% 1, 2, 3,
4
14	Type of reporting person (see
instructions): IN

2 Includes (i) the 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares and 6,000,000 Ordinary Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria and BEVCO are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 7:155 of the Belgian Companies and Associations Code.

4 Based on a total of 1,935,685,053 Ordinary Shares deemed to be outstanding as of the filing date, which is calculated based upon the sum of (i) 1,653,706,918 Ordinary Shares issued and outstanding as of such date and (ii) 281,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement, which includes all Restricted Shares owned by Altria and BEVCO, and no Restricted Shares owned by other holders. The shares set out above represent approximately 57.93% of the total shares with voting rights ( i.e. , 1,653,706,918 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of the filing date.

This Amendment No. 1 (this Amendment) amends and supplements the statement on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the SEC) on November 2, 2016 (the Schedule 13D), relating to the ordinary shares, without par value (the Ordinary Shares of Anheuser-Busch InBev SA/NV (the Issuer). This Amendment is being filed to reflect the effects of a transaction undertaken by the Issuer which has increased the total amount of voting securities outstanding. Information reported in the Schedule 13D remains in effect except to the extent that it is amended, supplemented, restated or superseded by information contained in this Amendment. Each capitalized term used herein but not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D.

ITEM 1. Security and Issuer.

Item 1 of the Schedule 13D is hereby amended and restated to read as follows.

This Schedule 13D relates to ordinary shares, without par value (Ordinary Shares), of Anheuser-Busch InBev SA/NV (AB InBev), a public limited liability company ( société anonyme/naamloze vennootschap ) organized under the laws of Belgium. American Depositary Receipts, each representing one Ordinary Share of AB InBev, are listed and trade on the New York Stock Exchange. AB InBevs principal executive office is Brouwerijplein 1, 3000 Leuven, Belgium and AB InBev is registered with the Belgian Crossroads Bank of Enterprises under the number 0417.497.106 RPM/RPR (Brussels).

As described further below, the filers of this Schedule 13D set out in Item 2 may be considered to have formed a group with the counterparties to the Restricted Shareholder Voting Agreement (as defined below), being Altria and BEVCO, whom own at least 1% of AB InBevs outstanding share capital in the form of restricted shares, without par value, of AB InBev (Restricted Shares, and together with the Ordinary Shares, the Shares). Restricted Shares are unlisted, not admitted to trading on any stock exchange, not capable of being deposited in an American Depositary Receipt program and are subject to, among other things, restrictions on transfer until converted into Ordinary Shares, subject to certain limited exceptions. The Restricted Shares are convertible at the election of the holder into Ordinary Shares on a one-for-one basis with effect from the fifth anniversary of the completion of the business combination between the former Anheuser-Busch InBev SA/NV, a public limited liability company ( société anonyme/naamloze vennootschap ) organized under the laws of Belgium and registered with the Belgian Crossroads Bank of Enterprises under the number 0417.497.106 RPM/RPR (Brussels) (Former AB InBev), and SABMiller plc (SABMiller) (the Transaction). With limited exceptions, such Restricted Shares vote together with the Ordinary Shares on all matters requiring a vote of the shareholders of AB InBev, rank equally with the Ordinary Shares as regards dividends.

ITEM 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended and restated to read as follows.

(a), (b), (c), (f) This Schedule 13D is being filed by:

(i) the Stichting Anheuser-Busch InBev (formerly Stichting InBev and Stichting Interbrew), a foundation formed under the laws of the Netherlands (the Stichting);

(ii) BRC S.à R.L., a limited liability company ( société à responsabilité limité ) incorporated under the laws of Luxembourg (BRC);

(iii) Eugénie Patri Sébastien S.A. (formerly Eugénie Patri Sébastien SCA), a public limited liability company ( société anonyme ) incorporated under the laws of Luxembourg (EPS);

(iv) Rayvax Société dInvestissements S.A., a public limited liability company ( société anonyme ) incorporated under the laws of Belgium (Rayvax);

(v) Fonds Baillet Latour CV (formerly Fonds Baillet Latour SPRL), a foundation with a social purpose incorporated under the laws of Belgium (Fonds Baillet Latour);

(vi) Fonds Voorzitter Verhelst SRL (formerly Fonds Voorzitter Verhelst SPRL), a foundation with a social purpose incorporated under the laws of Belgium (Fonds Voorzitter Verhelst);

(vii) Jorge Paulo Lemann, a Swiss and Brazilian citizen (Mr. Lemann);

(viii) Carlos Alberto da Veiga Sicupira, a Brazilian citizen (Mr. Sicupira); and

(ix) Marcel Herrmann Telles, a Brazilian citizen (Mr. Telles), (collectively, the Reporting Persons).

The Stichting is a foundation, substantially all of the assets of which, as of June 15, 2021, were 663,074,832 Ordinary Shares, representing approximately 33.49% of the voting rights attached to AB InBev shares (excluding treasury shares held by AB InBev or its subsidiaries). The address of the principal business office of the Stichting is Amstelveenseweg 760, 1081 JK Amsterdam, the Netherlands. The principal business purposes of the Stichting is to hold AB InBev shares on behalf of EPS and its wholly owned subsidiary EPS Participations S.à R.L. (EPS Participations) and BRC. Each of EPS, EPS Participations and BRC holds Stichting certificates entitling them to claim from the Stichting the payment of any dividends and other amounts paid or distributed by AB InBev to the holders of the Ordinary Shares who hold their interests through the Stichting.

BRC is an investment company, the principal business purposes of which is holding Class B certificates of the Stichting (each of which represents one Ordinary Share held by the Stichting). The address of the principal business office of BRC is 2, Boulevard de la Foire, L - 1528 Luxembourg.

EPS is a company established for the purpose of directly or indirectly investing in and holding Class A certificates of the Stichting (each of which represents one Ordinary Share held by the Stichting) and Ordinary Shares. The address of the principal business office of EPS is Route de Longwy 488, L-1940 Luxembourg. Certain of the securities being reported on by EPS on this Schedule 13D are actually held by EPS Participations, S.à R.L., a direct wholly owned subsidiary of EPS.

Rayvax is a company established for the purpose of holding an indirect interest in AB InBev. The address of the principal business office of Rayvax is 19, Square Vergote, B-1200 Brussels, Belgium. Certain of the securities being reported on by Rayvax on this Schedule 13D are actually held by Sébastien Holding NV/SA, a direct wholly owned subsidiary of Rayvax.

Fonds Baillet Latour is a foundation established with a social purpose to encourage and financially support projects with a high human or cultural value in the areas of medical research, education, culture and Olympic sport. The address of the principal business office of Fonds Baillet Latour is GrandPlace 1, 1000 Brussels, Belgium.

Fonds Voorzitter Verhelst is foundation established with a social purpose to financially assist AB InBev employees ( e.g., with respect to their and their childrens education, health plans and medical care). The address of the principal business office of Fonds Voorzitter Verhelst is Brouwerijplein 1, 3000 Leuven, Belgium.

Mr. Lemanns principal occupation is being a private investor and a director of BRC and the Stichting. His principal business address is Zücherstrasse 325, 8645 Jona, Switzerland.

Certain of the securities being reported on by Mr. Lemann on this Schedule 13D are actually held by LTS Trading Company LLC, an entity controlled jointly by Mr. Lemann, Mr. Sicupira and Mr. Telles. In addition, certain of the securities being reported on by Mr. Lemann on this Schedule 13D are actually held by Olia 2 AG, a company controlled by Mr. Lemann.

Mr. Sicupiras principal occupation is being a private investor and a director of BRC and the Stichting. His principal business address is Rua Suica, 00260, Jd Europa, 01449-030, Sao Paulo-SP, Brazil. Certain of the securities being reported on by Mr. Sicupira on this Schedule 13D are actually held by LTS Trading Company LLC, an entity controlled jointly by Mr. Lemann, Mr. Sicupira and Mr. Telles.

Mr. Telles principal occupation is being a private investor and a director of BRC and the Stichting. His principal business address is 1017, Rua Dr Renato Paes de Barros, 04530-001, Sao Paulo, Brazil. Certain of the securities being reported on by Mr. Telles on this Schedule 13D are actually held by LTS Trading Company LLC, an entity controlled jointly by Mr. Lemann, Mr. Sicupira and Mr. Telles.

The name, citizenship, business address and present principal occupation or employment of each of the directors of the Stichting, BRC, EPS, Rayvax, Fonds Baillet Latour and Fonds Voorzitter Verhelst and the name, principal business and address of the corporation or other organization in which any such employment is conducted are set forth in Annexes A-1 through A-7 to this Schedule 13D. None of such entities has any executive officers.

(d), (e) During the last five years, none of the Reporting Persons or director of the Stichting, BRC, EPS, Rayvax, Fonds Baillet Latour or Fonds Voorzitter Verhelst or any executive officer or director of any controlling shareholder, if any, of the Stichting, BRC, EPS, Rayvax, Fonds Baillet Latour or Fonds Voorzitter Verhelst has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3. Source and Amount of Funds or Other Consideration.

ITEM 4. Purpose of Transaction.

ITEM 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety to read as follows.

(a) Rows (11) and (13) of the cover pages to this Schedule 13D are hereby incorporated by reference.

(b) Rows (7) through (10) of the cover pages to this Schedule 13D set forth the number of Ordinary Shares as to which there is sole power to vote or direct the vote or to dispose or to direct the disposition, and the number of Ordinary Shares and Restricted Shares of AB InBev as to which there is shared power to vote or to direct the vote, or shared power to dispose or to direct the disposition.

(c) The following table sets forth transactions with respect to Ordinary Shares effected between June 7, 2021 to June 10, 2021 by BRC. All such transactions were open-market purchases effected through a broker. The total number of Ordinary Shares purchased by BRC during such period was 1,168,839.

Date	Amount of Securities Acquired	Price per share
06/07/2021	120,606	63.7419
06/08/2021	407,518	64.5728
06/09/2021	380,287	64.7103
06/10/2021	260,428	64.4895

Except as described in this Item 5(c), none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any person identified on Schedule A to this Schedule 13D has effected any transaction in the Voting Shares of the Issuer during the past 60 days.

Except as described in this Schedule 13D, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares owned, directly or indirectly, by the Reporting Persons.

ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

ITEM 7. Material to Be Filed as Exhibits.

Exhibit No	Description
2.1	Consolidated Articles of Association of Anheuser-Busch InBev SA/NV (English-language translation) (incorporated by reference to Exhibit 99.1 to the Current Report on Form 6-K filed by
Anheuser-Busch InBev SA/NV on May 13, 2021).
2.2	2016 AK Shareholders Agreement, dated April 11, 2016 (incorporated by reference from Amendment No. 16 to the Schedule 13D relating to Ambev S.A. filed by (among others) Former AB InBev, the Stichting and EPS on
April 18, 2016).
2.3	Funds Voting Agreement, effective November 1, 2015 (incorporated by reference to Amendment No. 15 to the Schedule 13D relating to Ambev filed by (among others) Former AB InBev, the Stichting and EPS on March 9,
2015).
2.4	Voting and Support Agreement relating to Anheuser-Busch InBev SA/NV, dated October 8, 2016 (incorporated by reference to the Schedule 13D relating to Anheuser-Busch InBev SA/NV filed by (among others) the Stichting, BRC, EPS
and Rayvax on November 2, 2016).
2.5	Powers of Attorney (filed herewith).
2.6	Powers of Attorney (incorporated by reference to the Schedule 13D relating to Anheuser-Busch InBev SA/NV filed by (among others) the Stichting, BRC, EPS and Rayvax on November 2, 2016).
2.7	Joint Filing Agreement pursuant to Rule 13d-1(k) (incorporated by reference to the Schedule 13D relating to Anheuser-Busch InBev SA/NV filed by (among others) the Stichting, BRC, EPS and
Rayvax on November 2, 2016).

ANNEX A-1

Directors of the Stichting

Name	Citizenship	Business Address	Present Principal Occupation	Beneficial Ownership of AB InBev Ordinary Shares
Jorge Paulo Lemann	Brazil - Switzerland	Zürcherstrasse 325, 8645 Jona, Switzerland	Director of BRC and the Stichting.	1,147,165,593
Carlos Alberto da Veiga Sicupira	Brazil	Rua Suica, 00260, Jd Europa, 01449-030, Sao Paulo, Brazil	Director of BRC and the Stichting	1,146,906,593
Marcel Herrmann Telles	Brazil	1017, Rua Dr Renato Paes de Barros, 04530-001, Sao Paulo, Brazil	Director of BRC and the Stichting	1,146,906,593
Roberto Moses Thompson Motta	Brazil	Via Concordia 6, 6900, Lugano, Switzerland	Director of BRC, the Stichting and AB InBev	<0.1%
Paul Cornet de Ways Ruart	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Director of AB InBev, the Stichting and EPS	<0.1%
Alexandre Van Damme	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Director of AB InBev, the Stichting and EPS	0.107%
Grégoire de Spoelberch	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Director of AB InBev, the Stichting and EPS; CEO of GDS Consult SA 1	<0.1%
Sabine Chalmers	United States	Brouwerijplein 1, 3000 Leuven, Belgium	Director of AB InBev, the Stichting and EPS and Group General Counsel of BT Group Plc 2	<0.1%

1 The principal business of GDS Consult SA is private equity and real estate investments and its address is Rue de lEglise 147, B-1150 Woluwe St. Pierre, Belgium.

2 The principal business of BT Group Plc is developing and selling communications propositions and services and its principal business address is BT Centre, 81 Newgate St, London EC1A 7AJ, United Kingdom.

ANNEX A-2

Directors of BRC

Name	Citizenship	Business Address	Present Principal Occupation	Beneficial Ownership of AB InBev Ordinary Shares
Paulo Alberto Lemann	Brazil - Switzerland	6501, 96th Street, 33156-1850, Florida, USA	Director of BRC and AB InBev	<0.1%
Jorge Paulo Lemann	Brazil - Switzerland	Zürcherstrasse 325, 8645 Jona Switzerland	Director of BRC and the Stichting	1,147,165,593
Carlos Alberto da Veiga Sicupira	Brazil	Rua Suica, 00260, Jd Europa, 01449-030, Sao Paulo, Brazil	Director of BRC and the Stichting	1,146,906,593
Marcel Herrmann Telles	Brazil	1017, Rua Dr Renato Paes de Barros, 04530-001, Sao Paulo, Brazil.	Director of BRC and the Stichting	1,146,906,593
Roberto Moses Thompson Motta	Brazil	Via Concordia 6, 6900, Lugano, Switzerland	Director of BRC, the Stichting and AB InBev	<0.1%
Alexandre Behring	Brazil	13797, Av Nacoes Unidas, Bloco III, 15th Floor, Vila Gertrudes 04794-000, Sao Paulo, Brazil	Director of BRC	<0.1%
Eduardo Saggioro	Brazil	1017, Rua Dr Renato Paes de Barros, 04530-001, Sao Paulo, Brazil	Director of BRC	<0.1%
Marc Lemann	Brazil - Switzerland	426, rua Inglaterra, 01447-020, Sao Paulo, Brazil	Director of BRC	<0.1%
Cecilia Sicupira	Brazil	1017, Rua Dr Renato Paes de Barros, 04530-001, Sao Paulo, Brazil	Director of BRC and AB InBev	<0.1%
Claudio Garcia	Brazil	944, Park Avenue, Apt 2, 10028, New York, USA	Director of BRC and AB InBev	<0.1%

ANNEX A-3

Directors of EPS

Name	Citizenship	Business Address	Present Principal Occupation	Beneficial Ownership of AB InBev Ordinary Shares
Sabine Chalmers	United States	c/o Eugenie Patri Sebastien S.A., 488, route de Longwy, L-1940 Luxembourg	Director of AB InBev, the Stichting and EPS and Group General Counsel of BT Group Plc 1	<0.1%
Juan de Hemptinne	Belgium	c/o Eugenie Patri Sebastien S.A., 488, route de Longwy, L-1940 Luxembourg	Director of EPS	<0.1%
Christophe dAnsembourg	Luxembourg	c/o Eugenie Patri Sebastien S.A., 488, route de Longwy, L-1940 Luxembourg	Director of EPS	0
Grégoire de Spoelberch	Belgium	c/o Eugenie Patri Sebastien S.A., 488, route de Longwy, L-1940 Luxembourg	Director of AB InBev, the Stichting and EPS; CEO of GDS Consult SA 2	<0.1%
Alexandre Van Damme	Belgium	c/o Eugenie Patri Sebastien S.A., 488, route de Longwy, L-1940 Luxembourg	Director of AB InBev, the Stichting and EPS	0.107%
Comtesse Edwine van der Straten Ponthoz	Belgium	c/o Eugenie Patri Sebastien S.A., 488, route de Longwy, L-1940 Luxembourg	Director of EPS	<0.1%
Maximilien de Limburg Stirum	Belgium	c/o Eugenie Patri Sebastien S.A., 488, route de Longwy, L-1940 Luxembourg	Director of EPS, Chairman of SFI 3	<0.1%
Valentine De Pret Roose de Calesberg	Belgium	c/o Eugenie Patri Sebastien S.A., 488, route de Longwy, L-1940 Luxembourg	Director of EPS	0
Paul Cornet de Ways Ruart	Belgium	c/o Eugenie Patri Sebastien S.A., 488, route de Longwy, L-1940 Luxembourg	Director of AB InBev, the Stichting and EPS	<0.1%
Sébastien Delloye	Belgium	c/o Eugenie Patri Sebastien S.A., 488, route de Longwy, L-1940 Luxembourg	Director of EPS	<0.1%

1 The principal business of BT Group Plc is developing and selling communications propositions and services and its principal business address is BT Centre, 81 Newgate St, London EC1A 7AJ, United Kingdom.

2 The principal business of GDS Consult SA is private equity and real estate investments and its address is Rue de lEglise 147, B-1150 Woluwe St. Pierre, Belgium.

3 The principal business of SFI is equity investments and its address is 488, route de Longwy L-1940 Luxembourg.

ANNEX A-4

Directors of Rayvax

Name	Citizenship	Business Address	Present Principal Occupation	Beneficial Ownership of AB InBev Ordinary Shares
Arnoud de Pret Roose de Calesberg	Belgium	c/o Rayvax SA Square Vergote 19 1200 Brussels	Director of several companies, including Rayvax	<0.1%
Pax Affaires S.A.	Belgium	c/o Rayvax SA Square Vergote 19 1200 Brussels	Consulting Company	0
Valentine de Pret Roose de Calesberg	Belgium	c/o Rayvax SA Square Vergote 19 1200 Brussels	Director of several companies, including Rayvax	0
Gérard Lamarche	Belgium	c/o Rayvax SA Square Vergote 19 1200 Brussels	Director of several companies, including Rayvax	0

ANNEX A-5

Directors of Fonds Baillet Latour

Name	Citizenship	Business Address	Present Principal Occupation	Beneficial Ownership of AB InBev Ordinary Shares
Yvan de Launoit	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Director of Fonds Baillet Latour and deputy
director of the CNRS 1	<0.1%
Pierre-Olivier Beckers-Vieujant	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Director of Fonds Baillet Latour and chairman
of the Belgian Olympic Committee 2	<0.1%
Grégoire de Spoelberch	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Director of Fonds Baillet Latour and AB
InBev	<0.1%
Benoit de Spoelberch	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Director of Fonds Baillet Latour	<0.1%
Alain De Waele	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Director of Fonds Baillet Latour	<0.1%
Thomas Leysen	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Chairman of Fonds Baillet Latour, Umicore and
Mediahuis 3	<0.1%
Sybille van der Straten Ponthoz	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Director of Fonds Baillet Latour	<0.1%
Anne de Paepe	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Director of Fonds Baillet Latour	<0.1%
André Querton	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Director of Fonds Baillet Latour	<0.1%
Diane de Spoelberch-Adriaenssen	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Director of Fonds Baillet Latour	<0.1%
Eric Speeckaert	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Director of Fonds Baillet Latour	<0.1%
Fransiscus van Daele	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Director of Fonds Baillet Latour	<0.1%
Elinor de Pret Roose de Calesberg	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Director of Fonds Baillet Latour	<0.1%
Stichting Fonds InBev Baillet Latour (3)	Netherlands	Ceresstraat 1, Breda, Netherlands	Director of Fonds Baillet Latour	<0.1%

1 The principal business of Umicore is materials technology and its principal business address is Broekstraat 31 Rue du Marais, 1000, Brussels, Belgium. The principal business of Mediahuis is international media and its principal business address is Katwilgweg 2, 2050 Antwerpen, Belgium.

2 The principal address of the Belgian Olympic Committee is Avenue de Bouchout 9, 1020 Brussels, Belgium.

3 The CNRS (Centre National de la Recherche Scientifique) is a French state scientific research organization, and its principal address is 3 rue Michel- Ange, 75 016 Paris, France.

4 The directors of Stichting Fonds InBev Baillet Latour are Arnoud de Pret Roose de Calesberg, Benoit de Spoelberch, Alain De Waele, Thomas Leysen and Kees Storm. Each of them has a less than 0.1% beneficial ownership in AB InBev shares.

ANNEX A-6

Directors of Fonds Voorzitter Verhelst

Name	Citizenship	Business Address	Present Principal Occupation or Employment	Beneficial Ownership of AB InBev Ordinary Shares
Remans Mieke	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Board member	< 0.1%
Degelin Ludo	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Board member	<0.1%
Hermans Luc	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Board member	<0.1%
Van Biesbroeck Jo	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	President of Fonds Voorzitter Verhelst	<0.1%
Verdoodt Isabelle	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Board member	<0.1%

Signature