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

Mar 27, 2026

3900_rns_2026-03-27_972db895-f10a-4a4a-89e0-dd2f89ddc611.pdf

Proxy Solicitation & Information Statement

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ABInBev

Annex 3

VOTE BY CORRESPONDENCE

Shareholders' meeting of Anheuser-Busch InBev SA/NV (the "Company") of 29 April 2026 (11.00 am CET)

This signed form must be returned by Thursday 23 April 2026, 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
attn. Corporate Secretary office
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)

Domicile / Registered office

Owner of
img-0.jpeg
quantity
ordinary shares in registered form
ordinary shares in dematerialized form
of Anheuser-Busch InBev SA/NV
Restricted Shares

votes by correspondence in the following way with respect to the shareholders' meeting of the Company that will be held on Wednesday 29 April 2026 (11.00 am) (the "Meeting") with all above-mentioned shares.

The vote of the undersigned on the proposed resolutions is as follows: (*)

(*) Please tick the boxes of your choice.


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 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.

FOR AGAINST ABSTAIN
  1. 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.

FOR AGAINST ABSTAIN

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

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

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

  3. 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.

  4. 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
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.

FOR AGAINST ABSTAIN

4

  1. 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.

FOR
AGAINST
--- ---
ABSTAIN
--- ---
  1. 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.

FOR
AGAINST
--- ---
ABSTAIN
--- ---
  1. 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.

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

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.

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

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.

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

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.

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

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.

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

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

6

  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.

FOR AGAINST ABSTAIN

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.

FOR AGAINST ABSTAIN

*

This present form will be considered to be null and void in its entirety if the shareholder has not indicated above his choice concerning one or more of the items on the agenda of the Meeting.

The shareholder who has cast his vote by validly returning the present form to the Company, p/o Euroclear Belgium, cannot vote in person or by proxy at the Meeting for the number of votes already cast.

If the Company publishes at the latest on 14 April 2026 a revised agenda for the Meeting to include new items or proposed resolutions upon the request of one or more shareholders in execution of Article 7:130 of the Belgian Code on Companies and Associations, the present form will remain valid for the items on the agenda it covers, provided it has validly reached the Company, p/o Euroclear Belgium, prior to the publication of such revised agenda. Notwithstanding the above, the vote cast in the present form on an item on the agenda will be null and void if the agenda has been amended concerning this item to include a new proposed resolution in application of Article 7:130 of the Belgian Code on Companies and Associations.

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.


7

Done at ..., on ...2026.

Signature(s): ...(**)

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