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Anheuser-Busch InBev SA/NV Proxy Solicitation & Information Statement 2024

Mar 22, 2024

3900_rns_2024-03-22_f05587c6-3d1f-4ea7-b5be-e4e3ec949545.pdf

Proxy Solicitation & Information Statement

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Annex 4

PROXY

Shareholders' meeting of Anheuser-Busch InBev SA/NV (the "Company") of 24 April 2024 (11.00 am CET)

This proxy must be returned by Thursday 18 April 2024 5.00 pm (CET) at the latest by ordinary mail or electronic mail, to:

For registered shares (including Restricted Shares): Anheuser-Busch InBev SA/NV Mr. Jan Vandermeersch Brouwerijplein 1 3000 Leuven (Belgium)

([email protected])

For dematerialized shares: Euroclear Belgium, attn. Issuer Services 1 Boulevard du Roi Albert II 1210 Brussels (Belgium) ([email protected])

The undersigned (name and first name / name of the company) (the "Principal")

………………………………………………………………………………………………………………………..

Domicile / Registered office

………………………………………………………………………………………………………………………. …………………………………………………………………………………………………………………….…

Owner of ordinary shares in registered form
ordinary shares in dematerialized form of Anheuser-Busch
InBev SA/NV
Restricted Shares
quantity

hereby appoints as proxyholder the following person (the "Proxyholder"):

Name and first name: ………………………………………………………………………………………………

Domicile: ……………………………………………………………………………………………………………..

in order to represent him/her at the shareholders' meeting of the Company that will be held on Wednesday 24 April 2024 (11.00 am) (the "Meeting") and to vote as follows on each of the proposed resolutions on behalf of the Principal: (*)

(*) Please tick the boxes of your choice.

  • A. RESOLUTIONS WHICH CAN BE VALIDLY ADOPTED IRRESPECTIVE OF THE CAPITAL REPRESENTED BY THE SHAREHOLDERS PRESENT OR REPRESENTED AT THE MEETING, SUBJECT TO THE APPROVAL BY AT LEAST THE MAJORITY OF THE VOTES CAST
  • 1. Management report by the Board of Directors on the accounting year ended on 31 December 2023.
  • 2. Report by the statutory auditor on the accounting year ended on 31 December 2023.
  • 3. Communication of the consolidated annual accounts relating to the accounting year ended on 31 December 2023, as well as the management report by the Board of Directors and the report by the statutory auditor on the consolidated annual accounts.

4. Approval of the statutory annual accounts

Proposed resolution: approving the statutory annual accounts relating to the accounting year ended on 31 December 2023, including the following allocation of the result:

EUR ,000s
Profit of the accounting year: + 8.165.343
Profit carried forward: + 26.507.931
Result to be allocated: = 34.673.274
Transfer from reserves: - 1.532
Deduction for the unavailable reserve: - 3.057
Gross dividend for the shares (*): - 1.620.003
Balance of carried forward profit: = 33.048.682

(*) On a per share basis, this represents a gross dividend for 2023 of EUR 0.82, i.e. a dividend net of Belgian withholding tax of EUR 0.574 per share (in case of 30% Belgian withholding tax) and of EUR 0.82 per share (in case of exemption from Belgian withholding tax).

The actual gross dividend amount (and, subsequently, the balance amount) may fluctuate depending on possible changes in the number of own shares held by the Company on the dividend payment date.

The dividend will be payable as from 7 May 2024.

5. Discharge to the directors

Proposed resolution: granting discharge to the directors for the performance of their duties during the accounting year ended on 31 December 2023.

FOR AGAINST ABSTAIN

6. Discharge to the statutory auditor

Proposed resolution: granting discharge to the statutory auditor for the performance of his duties during the accounting year ended on 31 December 2023.

FOR AGAINST ABSTAIN
-- ----- --------- ---------

7. Resignation and Appointment of directors

a. Proposed resolution: upon proposal by the Board of Directors, renewing the appointment of Ms. Michele Burns as independent director, for a period of four years ending at the end of the shareholders' meeting which will be asked to approve the accounts for the year 2027. Ms. Burns has explicitly confirmed and the Board of Directors is of the opinion that she complies with the independence criteria provided for in article 7:87 of the Belgian Code of Companies and Associations, provision 3.5 of the 2020 Belgian Corporate Governance Code and the Company's Corporate Governance Charter.

FOR AGAINST ABSTAIN
----- --------- ---------

b. Proposed resolution: upon proposal by the Reference Shareholder, renewing the appointment as director of Mr. Paul Cornet de Ways Ruart, for a period of four years ending at the end of the shareholders' meeting which will be asked to approve the accounts for the year 2027.

FOR
AGAINST
ABSTAIN
--------------------------- --

c. Proposed resolution: upon proposal by the Reference Shareholder, renewing the appointment as director of Mr. Grégoire de Spoelberch, for a period of four years ending at the end of the shareholders' meeting which will be asked to approve the accounts for the year 2027.

FOR AGAINST ABSTAIN

d. Proposed resolution: upon proposal by the Reference Shareholder, renewing the appointment as director of Mr. Paulo Lemann, for a period of four years ending at the end of the shareholders' meeting which will be asked to approve the accounts for the year 2027.

FOR AGAINST ABSTAIN

e. Proposed resolution: upon proposal by the Reference Shareholder, renewing the appointment as director of Mr. Alexandre Van Damme, for a period of four years ending at the end of the shareholders' meeting which will be asked to approve the accounts for the year 2027.

FOR AGAINST ABSTAIN

f. Proposed resolution: upon proposal by the Restricted Shareholders, renewing the appointment as Restricted Share Director of Mr. Martin J. Barrington, for a period of one year ending at the end of the shareholders' meeting which will be asked to approve the accounts for the year 2024. The Company's Corporate Governance Charter provides that the term of office of directors ends after the annual shareholders' meeting following their 70th birthday, except as provided by the Board of Directors in special cases. The Board of Directors has determined that an exception is justified for Mr. Barrington because of the key role that he has played and continues to play as Chairman of the Board of Directors.

FOR AGAINST ABSTAIN

g. Proposed resolution: upon proposal by the Restricted Shareholders, renewing the appointment as Restricted Share Director of Mr. Salvatore Mancuso, for a period of one year ending at the end of the shareholders' meeting which will be asked to approve the accounts for the year 2024.

FOR AGAINST ABSTAIN

h. Proposed resolution: upon proposal by the Restricted Shareholders, renewing the appointment as Restricted Share Director of Mr. Alejandro Santo Domingo, for a period of one year ending at the end of the shareholders' meeting which will be asked to approve the accounts for the year 2024.

FOR AGAINST ABSTAIN

8. Extension mandate of statutory auditor and remuneration

Proposed resolution: in anticipation of, and subject to, the imminent transposition of Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 amending Regulation (EU) No 537/2014, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU, as regards corporate sustainability reporting ("CSRD") into Belgian law, extending, upon recommendation of the Audit Committee, for the remaining duration of its mandate as statutory auditor, the mandate of PwC Bedrijfsrevisoren BV / PwC Réviseurs d'Entreprises SRL, with registered office at Culliganlaan 5, 1831 Machelen and registered with the register of legal entities under number 0429.501.944 RLE (Brussels), as of the end of the Meeting, represented by Peter D'Hondt BV (represented by its permanent representative Peter D'hondt, bedrijfsrevisor / reviseur d'entreprises), with the mandate of providing the assurance opinion in respect of the sustainability reporting as set forth in CSRD as will be implemented into Belgian law, and setting, in agreement with the auditor, its additional yearly remuneration relating to such extension to EUR 1.279.817.

FOR AGAINST ABSTAIN

9. Remuneration report

Proposed resolution: approving the remuneration report for the financial year 2023. The 2023 annual report containing the remuneration report is available on the Company's website as indicated in this notice.

FOR AGAINST ABSTAIN

B. FILINGS

10. Filings

Proposed resolution: without prejudice to other delegations of powers to the extent applicable, granting powers to Jan Vandermeersch, Global Legal Director Corporate, with power to substitute, to proceed to any filings and publication formalities in relation to the above resolutions.

FOR AGAINST ABSTAIN

The Principal acknowledges to have been informed of the fact that, after the publication of the convening notice to attend the Meeting, one or more shareholders holding together at least 3% of the share capital of the Company may add new items to the agenda of the Meeting or new proposed resolutions concerning items put or to be put on the agenda. At the latest on 9 April 2024 the Company will publish a revised agenda if it has validly received new items or new proposed resolutions to be added to the agenda of the Meeting. In this case the Company will also provide to the shareholders an updated proxy form that includes the new items or new proposed resolutions, and the rules set out hereunder will apply:

*

  • (a) if the present proxy has been validly communicated to the Company before the publication of the revised agenda of the Meeting, it will remain valid for the items of the agenda of the Meeting which have been initially mentioned in the convening notice to attend the Meeting;
  • (b) if the Company has published a revised agenda including one or more new proposed resolutions for items which were initially mentioned on the agenda, the law authorises the Proxyholder to deviate at the Meeting from the voting instructions possibly and initially given by the Principal if, in the Proxyholder's opinion, the execution of such instructions would risk to compromise the Principal's interests. The Proxyholder must inform the Principal if he deviates from his voting instructions; and
  • (c) if the Company has published a revised agenda to include new items, the law imposes that the present proxy form indicates whether the Proxyholder is authorised or not to vote on these new items or whether he should abstain.

In view of the indications given in (c) above, the Principal: (**)

authorises the Proxyholder to vote on the new items to be put on the agenda of the Meeting

or

gives instruction to the Proxyholder to abstain from voting on the new items to be put on the agenda of the Meeting

If the Principal has not ticked one of the above boxes or has ticked both boxes, the Proxyholder will abstain from voting on the new items to be put on the agenda of the Meeting.

The present proxy will become irrevocable on Thursday 18 April 2024 5.00 pm (CET). The shareholders who have validly given a proxy can no longer vote remotely in advance of the Meeting.

The Company is responsible for the processing of the personally identifiable information that it receives from shareholders and proxyholders in the context of the Meeting. The Company will use such information for the purposes of administering the attendance and voting process for the Meeting in accordance with the applicable legislation and in its interest to be able to analyse the results of the votes. The Company may share the information with affiliated entities and with service providers assisting the Company in the aforementioned purposes. The information will not be stored any longer than necessary for the aforementioned purposes (in particular, the proxies, the forms to vote by correspondence, the confirmation of attendance and the attendance list will be kept for as long as the Meeting minutes must be kept to comply with Belgian law). Shareholders and proxyholders can find more information about the processing of their information, including their rights, in the Company's Privacy Policy available at https://www.ab-inbev.com/privacy-policy/ and may also contact the competent Data Protection Authority.

Done at …………………………………………., on ……………………………2024.

Signature(s): ………………………………………. (***)

(**) Please tick the appropriate boxes.

(***) Legal entities must specify the name, first name and title of the natural person(s) who sign this proxy on their behalf.