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Anheuser-Busch InBev SA/NV — Proxy Solicitation & Information Statement 2025
Mar 28, 2025
3900_rns_2025-03-28_7d97aa99-d65b-4b85-b3f5-a6debd7d8c9a.pdf
Proxy Solicitation & Information Statement
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Annex 4
PROXY
Shareholders' meeting of Anheuser-Busch InBev SA/NV (the "Company") of 30 April 2025 (11.00 am CET)
This proxy must be returned by Thursday 24 April 2025 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 30 April 2025 (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 2024.
- 2. Report by the statutory auditor on the accounting year ended on 31 December 2024.
- 3. Communication of the consolidated annual accounts relating to the accounting year ended on 31 December 2024, 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 2024, including the following allocation of the result:
| EUR ,000s | ||
|---|---|---|
| Profit of the accounting year: | + | 281,758 |
| Profit carried forward: | + | 33,048,682 |
| Result to be allocated: | = | 33,330,440 |
| Transfer from reserves: | + | 2,635 |
| Deduction for the unavailable reserve: | - | 120,773 |
| Gross dividend for the shares (*): | - | 1,966,032 |
| Balance of carried forward profit: | = | 31,246,270 |
(*) On a per share basis, this represents a gross dividend for 2024 of EUR 1.00, i.e. a dividend net of Belgian withholding tax of EUR 0.70 per share (in case of 30% Belgian withholding tax) and of EUR 1.00 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 8 May 2025.

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 2024.
| 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 2024.
| FOR | AGAINST | ABSTAIN | |
|---|---|---|---|
7. Reappointment of directors
a. 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 2025. 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 | |
|---|---|---|---|
b. 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 2025.
| FOR | AGAINST | ABSTAIN | |
|---|---|---|---|
c. 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 2025.
| FOR | AGAINST | ABSTAIN |
|---|---|---|
8. Reappointment statutory auditor and remuneration
Proposed resolution: renewing, upon recommendation of the Audit Committee, for a period of three years ending after the shareholders' meeting which will be asked to approve the accounts for the year 2027, the mandate as statutory auditor and the mandate of providing the assurance of the sustainability reporting as set forth in article 3:58, §6 of the Belgian Code of Companies and Associations 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), currently represented by Peter D'hondt BV (represented by its permanent representative Peter D'hondt, bedrijfsrevisor / reviseur d'entreprises), and setting, in agreement with the auditor, its yearly remuneration to EUR 2,156,770 for the statutory auditor mandate and EUR 1,035,000 for the assurance of the sustainability reporting; and acknowledging, to the extent applicable and/or necessary, that the condition precedent to the decision of the Company's shareholders' meeting held on 24 April 2024 to extend, for the remaining duration of its mandate as statutory auditor, the mandate of the Company's statutory auditor with the mandate of providing the assurance opinion in respect of the sustainability reporting as set forth in article 3:58, §6 of the Belgian Code of Companies and Associations, has been satisfied.
| FOR | AGAINST | ABSTAIN | |
|---|---|---|---|
9. Remuneration report
Proposed resolution: approving the remuneration report for the financial year 2024. The 2024 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.

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 15 April 2025 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: (**)
Meeting

or

gives instruction to the Proxyholder to abstain from voting on the new items to be put on the agenda of the Meeting
authorises the Proxyholder to vote on the new items to be put on the agenda of the
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 24 April 2025 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 ……………………………2025.
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.