Anheuser-Busch InBev SA/NV — Proxy Solicitation & Information Statement 2026

Mar 27, 2026

Unofficial translation from the French and Dutch originals

Anheuser-Busch InBev

Société anonyme / Naamloze vennootschap
Grand Place / Grote Markt 1, 1000 Brussels, Belgium
Register of legal entities: 0417.497.106 (Brussels)

Convening notice to participate at the ordinary and extraordinary shareholders' meeting to be held on 29 April 2026

The board of directors (the "Board of Directors") of Anheuser-Busch InBev SA/NV (the "Company") invites the shareholders of the Company to participate at an ordinary and extraordinary shareholders' meeting (the "Meeting") to be held on Wednesday 29 April 2026 at 11.00 am (CET) at Brightspace – Interleuvenlaan 74, 3001, Leuven, Belgium.

The Meeting will have the following agenda:

A. RESOLUTIONS WHICH CAN BE VALIDLY ADOPTED IF THE SHAREHOLDERS PRESENT OR REPRESENTED AT THE MEETING REPRESENT AT LEAST HALF OF THE CAPITAL, SUBJECT TO THE APPROVAL BY AT LEAST 75% OF THE VOTES CAST

1. Renewal of the powers of the Board of Directors relating to the acquisition by the Company of its own shares and amendments to article 15 of the articles of association of the Company

Proposed resolution: cancelling the current authorisation made to the Board of Directors to acquire the Company's own shares which would have otherwise expired on 1 June 2026 with effect from the date of publication in the Belgian State Gazette of the amendment of the articles of association referred to below, and replacing it by a new authorisation to the Board of Directors to purchase the Company's own shares for a period of five years as from such date of publication, up to maximum 20% of the issued shares for a unitary price which will not be lower than one euro (EUR 1.00) and not higher than 20% above the highest closing price of the shares on Euronext Brussels in the last twenty trading days preceding the acquisition. Extending such renewed authorisation to acquisitions of shares by direct subsidiaries.

As a result of such authorisation, replacing article 15.1 and article 15.3 of the articles of association by the following texts:

15.1 The Company may, without any prior authorisation of the Shareholders' Meeting, in accordance with article 7:215 of the Code where applicable, acquire, on or outside the stock exchange, its own Shares up to a maximum of 20% of the outstanding Shares of the Company for a unitary price which will not be lower than one euro (EUR 1.00) and not higher than 20% above the highest closing price on Euronext Brussels during the last twenty trading days preceding the acquisition. Such authorisation is granted for a period

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of five years as from the date of publication of the amendment of the Articles of Association resolved upon by the extraordinary Shareholders' Meeting of 29 April 2026.

and

15.3 The authorisation set forth in Article 15.1 also extends to acquisitions of Shares by direct subsidiaries of the Company made in accordance with article 7:221 of the Code. In addition, direct subsidiaries of the Company may, without any prior authorisation of the Shareholders' Meeting, dispose of the Shares without any limitation in time under the conditions set out in article 7:221 of the Code.

2. Amendment to article 32.1 of the articles of association of the Company

Proposed resolution: amending the date of the ordinary shareholders' meeting of the Company from the last Wednesday of April to the second Wednesday of April, unless such day falls in the week of Easter Monday, in which case the meeting shall be held the next Wednesday (unless the relevant day is a public holiday, in which case the meeting shall be held the next business day), and accordingly replacing article 32.1 of the articles of association as follows:

32.1 The ordinary Shareholders' Meeting shall be held, each year, on the second Wednesday of April at 11:00 am Belgian time, in one of the municipalities of the Brussels-Capital Region, in Leuven or in Liège, at the place designated in the convening notice, unless such day falls in the week of Easter Monday, in which case the Shareholders' Meeting shall be held at the same hour on the next Wednesday. If the relevant day is a legal public holiday in Belgium, the Shareholders' Meeting shall be held at the same hour on the following Business Day.

B. 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

3. Management report by the Board of Directors on the accounting year ended on 31 December 2025.

4. Report by the statutory auditor on the accounting year ended on 31 December 2025.

5. Communication of the consolidated annual accounts relating to the accounting year ended on 31 December 2025, as well as the management report by the Board of Directors and the report by the statutory auditor on the consolidated annual accounts.

6. Approval of the statutory annual accounts

Proposed resolution: approving the statutory annual accounts relating to the accounting year ended on 31 December 2025, including the following allocation of the result:

		EUR ,000s
Profit of the accounting year:	+	2,594,595
Profit carried forward:	+	31,246,270
Result to be allocated:	=	33,840,865
Transfer to reserves:	+	5,951
Deduction for the unavailable reserve:	-	1,642,012
Gross dividend for the shares (*):	-	2,244,090

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Balance of carried forward profit: 29,960,714

(*) On a per share basis, this represents a gross dividend for 2025 of EUR 1.15, i.e. a dividend net of Belgian withholding tax of EUR 0.81 per share (in case of 30% Belgian withholding tax) and of EUR 1.15 per share (in case of exemption from Belgian withholding tax).

Taking into account the gross interim dividend of EUR 0.15 per share paid in November 2025, a balance gross dividend amount of EUR 1.00 will be payable as from 11 May 2026, i.e. a balance dividend amount 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.

7. 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 2025.

8. 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 2025.

9. Resignation, appointment and reappointment of directors

a. Proposed resolution: acknowledging the end of the mandate of Mr. Nitin Nohria as director and, upon proposal from the Reference Shareholder, appointing Mr. Fabrizio Freda as 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 2029. Mr. Freda, an Italian citizen, holds a degree in Economics and Business Administration from the University of Naples Federico II. He serves as Special Advisor to the Chair of the board of directors of The Estée Lauder Companies Inc., a role he has held since January 2025. Mr. Freda served as President and Chief Executive Officer of The Estée Lauder Companies from 2009 to 2025 and was a member of its board of directors during that time. He joined the Estée Lauder Companies in 2008 as President and Chief Operating Officer. Prior to joining The Estée Lauder Companies, Mr. Freda spent more than 20 years at Procter & Gamble Company in senior leadership roles across several key markets, including serving as President of Global Snacks. Earlier in his career, he directed marketing and strategic planning at Gucci SpA. Mr. Freda currently serves on the board of directors of BlackRock, Inc. and Société Familiale d'Investissements S.A.

b. Proposed resolution: acknowledging the resignation of Ms. Heloisa Sicupira as director and, upon proposal from the Reference Shareholder, appointing Mr. Miguel Patricio as 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 2029. Mr. Patricio, a Portuguese citizen, holds a Degree in Business Administration from Fundação Getulio Vargas in São Paulo. He is a board member of Kraft Heinz and was Kraft Heinz's Chair from May 2022 to December 2025. He served as Kraft Heinz's Chief Executive Officer from 2019 to 2023. Before joining Kraft Heinz, Mr. Patricio held various executive positions at AB InBev, including Chief Marketing Officer from 2012 to 2018, Zone President, Asia Pacific from 2008 to 2012, and Zone President, North America from 2004 to 2007. He was Chief Marketing Officer of Ambev from 1999 to 2004. Prior to joining Ambev in 1998, Mr. Patricio held several senior positions across the Americas at leading consumer product companies.

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c. Proposed resolution: acknowledging the end of the mandate of Mr. Martin J. Barrington as Restricted Share Director and, upon proposal by the Restricted Shareholders, appointing Mr. William F. Gifford, Jr. as Restricted Share Director 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 2026. Mr. Gifford, a U.S. citizen, holds a bachelor's degree in accountancy from Virginia Commonwealth University. He currently serves as Chief Executive Officer of Altria Group, Inc. and will retire from this role on 14 May 2026. Prior to his current position, Mr. Gifford served as Vice Chairman and Chief Financial Officer of Altria from May 2018 until April 2020 where he was responsible for overseeing Altria's financial functions, core tobacco businesses and sales and distribution business. Prior to that, he served as Executive Vice President and Chief Financial Officer of Altria from March 2015 until May 2018. Since joining Philip Morris USA Inc., an Altria subsidiary, in 1994, Mr. Gifford has served in numerous leadership roles in Strategy & Business Development, Finance, Marketing Information & Consumer Research and as President and Chief Executive Officer of Philip Morris USA Inc. Prior to joining Philip Morris USA, Mr. Gifford worked at the public accounting firm of Coopers & Lybrand, which currently is known as PricewaterhouseCoopers. Mr. Gifford previously served on the Board of Directors of the Company as a representative of the Restricted Shareholders from 2016 to 2023.

d. Proposed resolution: acknowledging the end of the mandate of Mr. Salvatore Mancuso as Restricted Share Director and, upon proposal by the Restricted Shareholders, appointing Ms. Jennifer Hunter as Restricted Share Director 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 2026. Ms. Hunter, a U.S. citizen, holds a Bachelor's Degree in Journalism from the University of Wisconsin. She serves as the Senior Vice President, Corporate Citizenship & Chief Sustainability Officer for Altria Client Services LLC. Over the course of her 31 years with Altria, she has held a held a variety of roles in sales, corporate responsibility, stakeholder relations and corporate communications. Ms. Hunter serves on the boards of the PGA TOUR First Tee Foundation, Inc., Points of Light, and ChamberRVA.

e. Proposed resolution: upon proposal by the Restricted Shareholders, renewing the appointment of Mr. Alejandro Santo Domingo as Restricted Share Director 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 2026.

1. Remuneration policy

Proposed resolution: approving the remuneration policy drafted in accordance with article 7:89/1 of the Belgian Code of Companies and Associations. The 2025 annual report containing the remuneration policy is available on the Company's website as indicated in this notice.

1. Remuneration report

Proposed resolution: approving the remuneration report for the financial year 2025. The 2025 annual report containing the remuneration report is available on the Company's website as indicated in this notice.

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C. FILINGS

1. 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 (i) the signing of the restated articles of association and their filings with the clerk's office of the Enterprise Court of Brussels as a result of the approval of the resolutions referred to in items 1 and 2 above, and (ii) any other filings and publication formalities in relation to the above resolutions.

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QUESTIONS CONCERNING ITEMS ON THE AGENDA

A time for questions will be provided during the Meeting. Additionally, shareholders may submit written questions to the Company prior to the Meeting in relation to items on the agenda. Such questions should be sent by letter or e-mail to Anheuser-Busch InBev SA/NV, attn. Corporate Secretary Office, Brouwerijplein 1, 3000 Leuven, Belgium (e-mail: GeneralMeeting@ab-inbev.com) by 23 April 2026, 5.00 pm (CET) at the latest. A communication by email will only be valid if signed by means of electronic signature in accordance with the applicable Belgian legislation.

Questions validly submitted to the Company will be raised during the question time. The Company will respond during the question time to written questions that have been validly submitted to it. Questions of a shareholder will only be considered if the latter has complied with all admission formalities to attend the Meeting.

AMENDMENT TO THE AGENDA

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.

Such request will only be valid if, at the date the Company receives it, it is accompanied by a document establishing the above-mentioned shareholding. For registered shares this document must be a certificate establishing that the corresponding shares are registered in the register of registered shares of the Company. For dematerialized shares this document must be a certificate established by an authorised account holder or the central securities depository, certifying the registration of the shares in one or more accounts held by such account holder or central securities depository.

The Company must receive the text of the new items or new proposed resolutions to be put on the agenda on a signed original paper document by 7 April 2026, 5.00 pm (CET) at the latest. The text can also be communicated to the Company within the same period by electronic means, provided that the communication is signed by means of an electronic signature in accordance with the applicable Belgian legislation. The Company will acknowledge receipt of the communication made by letter or electronic means to the address as indicated by the shareholder, within 48 hours following such receipt.

The Company will publish a revised agenda by 14 April 2026 at the latest if it has validly received within the above-mentioned period one or more requests to add new items or new proposed resolutions to the agenda. In this case the Company will also provide to the shareholders new proxy forms and forms to vote by correspondence including the new items or proposed resolutions. Proxies received before the revised agenda has been issued will remain valid for the items covered.

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The Meeting will only examine new items or proposed resolutions to be put on the agenda upon the request of one or more shareholders if the latter have complied with all admission formalities to attend the Meeting.

FORMALITIES FOR ADMISSION

In accordance with Article 33.1 of the articles of association of the Company, the right of a shareholder to participate in and vote at the Meeting in person, by proxy or prior to the Meeting by correspondence is subject to the compliance with the two formalities described hereunder:

(a) the registration of the ownership of the shares in the name of the shareholder by 15 April 2026, 24:00 (CET) (the "Registration Date"), in the following way:

• for registered shares, by the registration of these shares in the name of the shareholder in the register of registered shares of the Company; or
• for dematerialized shares, by the registration of these shares in the name of the shareholder in the accounts of an authorised account holder or central securities depository. Owners of dematerialized shares should request their financial institution - authorised account holder or central securities depository - to issue a certificate stating the number of dematerialized shares registered in the name of the shareholder in its books on the Registration Date and to send it directly to Euroclear Belgium, attn. Issuer Services, 1 Boulevard du Roi Albert II, 1210 Brussels (Belgium) (e-mail: ebe.issuer@euroclear.com) by 23 April 2026, 5.00 pm (CET) at the latest;

(b) the notification in writing by the shareholder, by 23 April 2026, 5.00 pm (CET) at the latest of his/her intention to participate in the Meeting and the number of shares for which he/she wants to participate:

1. owners of dematerialized shares should send such notification directly to Euroclear Belgium, attn. Issuer Services, 1 Boulevard du Roi Albert II, 1210 Brussels (Belgium) (e-mail: ebe.issuer@euroclear.com);
2. owners of registered shares should send such notification to Anheuser-Busch InBev SA/NV, attn. Corporate Secretary office, Brouwerijplein 1, 3000 Leuven, Belgium (e-mail: GeneralMeeting@ab-inbev.com).

Only persons who are shareholders of the Company on the Registration Date and have complied with the formalities within the deadlines set out above are entitled to participate in and vote at the Meeting.

FORMALITIES FOR ADMISSION FOR SHAREHOLDERS WHOSE SHARES ARE HELD IN SOUTH AFRICA THROUGH CENTRAL SECURITIES DEPOSITORY PARTICIPANTS (CSDP) AND BROKERS AND ARE TRADED ON THE JSE LIMITED

Record Date

The record date for the purpose of determining which shareholders are entitled to receive the convening notice of the Meeting is Friday, 20 March 2026. The record date for the purpose of determining which shareholders are entitled to participate in and vote at the Meeting is Wednesday, 15 April 2026 ("the voting record date"). Therefore, the last day to trade in the Company's shares in order to be recorded as a shareholder by the voting record date, is Friday, 10 April 2026.

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Voting at the Meeting

Your broker or CSDP should contact you to ascertain how you wish to cast your vote at the Meeting and should thereafter cast your vote in accordance with your instructions. If you have not been contacted by your broker or CSDP, it is advisable for you to contact your broker or CSDP and furnish it with your voting instructions.

If your broker or CSDP does not obtain voting instructions from you, it will be obliged to vote in accordance with the instructions contained in the custody agreement concluded between you and your broker or CSDP. You must not complete the attached form of proxy.

Attendance and representation at the Meeting

In accordance with the mandate between you and your broker or CSDP, you must advise your broker or CSDP if you wish to attend the Meeting and if so, your broker or CSDP will issue the necessary letter of representation to you to attend and vote at the Meeting.

REMOTE VOTING IN ADVANCE OF THE MEETING

Any shareholder may vote by correspondence prior to the Meeting, in accordance with Article 35 of the articles of association of the Company.

Such vote must be submitted on the form prepared by the Company. The form to vote by correspondence can be obtained from Anheuser-Busch InBev SA/NV, attn. Corporate Secretary office, Brouwerijplein 1, 3000 Leuven, Belgium (e-mail: GeneralMeeting@ab-inbev.com) and is also available at the Company's website (www.ab-inbev.com).

At the latest on 23 April 2026 at 5.00 pm (CET), the signed form must reach (1) for owners of dematerialized shares, Euroclear Belgium, attn. Issuer Services, 1 Boulevard du Roi Albert II, 1210 Brussels, Belgium (e-mail: ebe.issuer@euroclear.com) and (2) for owners of registered shares, Anheuser-Busch InBev SA/NV, attn. Corporate Secretary office, Brouwerijplein 1, 3000 Leuven, Belgium (e-mail: GeneralMeeting@ab-inbev.com), in accordance with the instructions set out in the form.

DESIGNATION OF PROXYHOLDERS

Any shareholder may be represented at the Meeting by a proxyholder. A shareholder may designate only one person as proxyholder, except in circumstances where Belgian law allows the designation of multiple proxyholders.

The proxyholder must be designated using the form prepared by the Company. The form can be obtained from Anheuser-Busch InBev SA/NV, attn. Corporate Secretary office, Brouwerijplein 1, 3000 Leuven, Belgium (e-mail: GeneralMeeting@ab-inbev.com) and is also available at the Company's website (www.ab-inbev.com).

At the latest on 23 April 2026 at 5.00 pm (CET), the signed proxy form must reach (1) for owners of dematerialized shares, Euroclear Belgium, attn. Issuer Services, 1 Boulevard du Roi Albert II, 1210 Brussels (Belgium) (e-mail: ebe.issuer@euroclear.com) and (2) for owners of registered shares, Anheuser-Busch InBev SA/NV, attn. Corporate Secretary office, Brouwerijplein 1, 3000 Leuven, Belgium (e-mail: GeneralMeeting@ab-inbev.com), in accordance with the instructions set out in the form.

Any appointment of a proxyholder must comply with the applicable Belgian legislation, notably in terms of conflicting interests and record keeping.

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REGISTRATION AND ACCESS TO THE MEETING ROOM

The persons who attend the Meeting in their capacity as shareholder or proxyholder must be able to provide evidence of their identity in order to be granted access to the meeting room. The representatives of legal entities must provide evidence of their identity and of their legal capacity as legally authorised representative of the legal entity that is shareholder or proxyholder.

Meeting attendees are requested to arrive 45 minutes before the time set for the Meeting in order to conduct verification of their registration and identity. Meeting attendees are not permitted to bring large bags, backpacks and/or briefcases into the Meeting. Meeting attendees will be required to turn off their phones while attending the Meeting. No other cameras or other recording devices will be permitted at the Meeting. The Company reserves the right to subject any items and Meeting attendees to security inspections before allowing access to the meeting room. Meeting attendees are not permitted to take pictures or make recordings of the Meeting. Failure to follow the meeting rules or permit inspection will be grounds for exclusion or removal from the Meeting.

AVAILABILITY OF DOCUMENTS

The annual report and the documents which the law requires to be made available to the shareholders together with the present convening notice are available at the Company's website (www.ab-inbev.com), including the form to vote by correspondence and the proxy form.

The shareholders, bondholders, holders of subscription rights or certificates issued with the cooperation of the Company may also inspect all documents which the law requires to make available to them on business days and during normal office hours, at the administrative seat of Anheuser-Busch InBev SA/NV, Brouwerijplein 1, 3000 Leuven, Belgium.

DATA PROTECTION

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.

COMMUNICATIONS TO THE COMPANY

Prior written questions concerning items on the agenda and requests to amend the agenda of the Meeting must be exclusively addressed to Anheuser-Busch InBev SA/NV, attn. Corporate Secretary office, Brouwerijplein 1, 3000 Leuven, Belgium (e-mail: GeneralMeeting@ab-inbev.com) in accordance with the modalities specified in the present convening notice.

Holders of securities issued by the Company can also address any questions concerning the Meeting or the present convening notice to Anheuser-Busch InBev SA/NV, attn. Corporate Secretary office, Brouwerijplein 1, 3000 Leuven, Belgium (e-mail: GeneralMeeting@ab-inbev.com).

The Board of Directors