CORPORATE GOVERNANCE CHARTER

1 January 2024
 TABLE OF CONTENTS

CLAUSE PAGE

1. Introduction ....................................................................................................... 1
2. Significant shareholders and shareholders’ arrangements ................................ 2
3. Shares and shareholders .................................................................................... 6
4. The Board........................................................................................................ 12
5. Executive Management ................................................................................... 20
6. Senior Leadership Team ................................................................................. 21
7. Board Committees .......................................................................................... 22
8. Code of Business Conduct and Code of Dealing ............................................ 32

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1. Introduction

Anheuser-Busch InBev SA/NV (AB InBev or the Company) is committed to achieving the
highest standards of corporate governance. For the Company, the issue is two-fold. Corporate
governance concerns both the effectiveness and the accountability of its board of directors (the
Board).

Effectiveness, and therefore the quality of leadership and direction that the Board provides, is
measured by performance which is ultimately reflected in enhanced shareholder value.

Accountability, including all the issues surrounding disclosure and transparency, is what
provides legitimacy to the Board’s actions. Shareholders elect directors to run the Company on
their behalf and the Board is accountable to shareholders for its actions.

As a Company incorporated under Belgian law and listed on Euronext Brussels, AB InBev
adheres to most of the principles and provisions of the 2020 Belgian Corporate Governance
Code, taking into account its specific status as a multinational group with secondary listings in
Mexico and Johannesburg. Further to the New York Stock Exchange listing of ADSs
representing ordinary shares of AB InBev (the Ordinary Shares), the New York Stock
Exchange Corporate Governance rules for Foreign Private Issuers are applicable to the
Company. According to these rules, the Company discloses in item 16G of its annual report on
Form 20-F any significant ways in which its corporate governance practices differ from those
followed by domestic companies listed on the NYSE. AB InBev has also registered under the
U.S. Securities Exchange Act of 1934, as amended. As a result, it is subject to the Sarbanes-
Oxley Act of 2002 and to certain U.S. Securities laws and regulations relating to corporate
governance.

The AB InBev rules of corporate governance have been established by the Board to reinforce
its standards for the Company. As part of these rules, the Company has adopted a Code of
Business Conduct (supplemented by related policies, including a global anti-corruption policy)
and a code of share dealing (the Code of Dealing).

This corporate governance charter (the Charter) aims at providing a transparent disclosure of
the Company’s governance, which is further detailed in the Company’s articles of association
(the Articles of Association), it being understood that in the event of any inconsistency or
discrepancy between the Articles of Association and the Charter, the Articles of Association
shall prevail. The Charter is posted on the Company’s website (www.ab-inbev.com) and will
be periodically reviewed and updated as required.

In addition, the Company will include in its annual report a corporate governance statement
with factual information with respect to its corporate governance and relevant modifications
thereto, together with details of executive remuneration and of relevant events that took place
during the year.

AB InBev’s purpose is that We Dream Big for a Future with More Cheers. In pursuing this
purpose, the Company strives to strike a balance between generating great business results and
managing its sustainability responsibilities. In accordance with applicable legislation, AB
InBev also publishes sustainability statements annually.

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2. Significant shareholders and shareholders’ arrangements

2.1 Reference shareholder

The reference shareholder of the Company is Stichting Anheuser-Busch InBev, a foundation

organised under the laws of the Netherlands (the Reference Shareholder), which represents an
important part of the interests of the Belgian founding families of the Company mainly
represented by Eugénie Patri Sébastien SA (EPS) and EPS Participations Sàrl
(EPS Participations) and the interests of the Brazilian families previously shareholders of
AmBev represented by BRC Sàrl (BRC).

The Reference Shareholder owns 663,074,832 AB InBev Ordinary Shares, which represented
a 33.42 % voting interest in AB InBev as at 31 December 2023.

The Reference Shareholder is governed by its bylaws and its conditions of administration.

The objective of the Reference Shareholder is to participate in the continuing growth and
development of a world leader in the brewing industry.

2.2 Shareholders’ arrangements

The Reference Shareholder has entered into shareholders’ agreements with (a) BRC, EPS, EPS
Participations, Rayvax Société d’Investissements SA (Rayvax), (b) Fonds Baillet Latour SC
and Fonds Voorzitter Verhelst SC, and (c) the largest holders of restricted shares in the
Company (the Restricted Shareholders).

a) Reference Shareholder’s agreement

In connection with the combination of Interbrew with Ambev in 2004, BRC, EPS, Rayvax and
the Reference Shareholder entered into a shareholders’ agreement on 2 March 2004 which
provided for BRC and EPS to hold their interests in the Company’s predecessor through the
Reference Shareholder (except for approximately 134 million shares held directly or indirectly
by EPS and approximately 28 million shares held directly by BRC based on the most recent
shareholding disclosure received by the Company as at 31 December 2023). The shareholders’
agreement was amended and restated on 9 September 2009. On 18 December 2013, EPS
contributed to EPS Participations its certificates in the Reference Shareholder and the shares it
held in the Company’s predecessor except for 100,000 shares. Immediately thereafter, EPS
Participations joined the concert constituted by BRC, EPS, Rayvax and the Reference
Shareholder and adhered to the shareholders’ agreement. On 18 December 2014, the Reference
Shareholder, EPS, EPS Participations, BRC and Rayvax entered into a new shareholders’
agreement that replaced the previous shareholders’ agreement of 2009. On 11 April 2016, the
parties thereto entered into an amended and restated new shareholders’ agreement (the 2016
Shareholders’ Agreement). On 27 April 2023, the parties thereto entered into an amended and
restated shareholders’ agreement (the 2023 Shareholders’ Agreement), which replaced in its
entirety the 2016 Shareholders’ Agreement. The 2023 Shareholders’ Agreement has primarily
modified certain provisions for nominating members of the Board included in the 2016
Shareholders’ Agreement.

The 2023 Shareholders’ Agreement addresses, among other things, certain matters relating to
the governance and management of both the Company and the Reference Shareholder, as well
as (i) the transfer of the Reference Shareholder certificates, and (ii) the de-certification and re-
certification process for the Company’s shares (the Shares) and the circumstances in which the

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Shares held by the Reference Shareholder may be de-certified and/or pledged at the request of
BRC, EPS and EPS Participations.

The 2023 Shareholders’ Agreement provides for restrictions on the ability of BRC and
EPS/EPS Participations to transfer their Reference Shareholder certificates.

Pursuant to the terms of the 2023 Shareholders’ Agreement, BRC and EPS/EPS Participations
jointly and equally exercise control over the Reference Shareholder and the Shares held by the
Reference Shareholder. The Reference Shareholder is managed by an eight-member board of
directors and each of BRC and EPS/EPS Participations have the right to appoint four directors
to the Reference Shareholder board of directors. Subject to certain exceptions, at least seven of
the eight Reference Shareholder directors must be present or represented in order to constitute
a quorum of the Reference Shareholder board, and any action to be taken by the Reference
Shareholder board of directors will, subject to certain qualified majority conditions, require the
approval of a majority of the directors present or represented, including at least two directors
appointed by BRC and two directors appointed by EPS/EPS Participations. Subject to certain
exceptions, all decisions of the Reference Shareholder with respect to the Shares it holds,
including how such Shares will be voted at shareholders’ meetings of AB InBev (Shareholders’
Meetings), will be made by the Reference Shareholder board of directors.

The 2023 Shareholders’ Agreement requires the Reference Shareholder board of directors to
meet prior to each Shareholders’ Meeting to determine how the Shares held by the Reference
Shareholder are to be voted.

The 2023 Shareholders’ Agreement requires EPS, EPS Participations, BRC and Rayvax, as
well as any other holder of certificates issued by the Reference Shareholder, to vote their Shares
in the same manner as the Shares held by the Reference Shareholder. The parties agree to effect
any free transfers of their Shares in an orderly manner of disposal that does not disrupt the
market for the Shares and in accordance with any conditions established by the Company to
ensure such orderly disposal. In addition, under the 2023 Shareholders’ Agreement, EPS, EPS
Participations and BRC agree not to acquire any shares of Ambev’s capital stock, subject to
limited exceptions.

Pursuant to the 2023 Shareholders’ Agreement, the Reference Shareholder board of directors
will propose to the Shareholders’ Meeting eight candidates for appointment to the Board,
among which each of BRC and EPS/EPS Participations will have the right to nominate four
candidates.

The 2023 Shareholders’ Agreement will remain in effect for an initial term until 27 August
2034. It will be automatically renewed for successive terms of ten years each unless, not later
than two years prior to the expiration of the initial or any successive ten-year term, either party
to the 2023 Shareholders' Agreement notifies the other of its intention to terminate the 2023
Shareholders’ Agreement.

b) Voting agreement between the Reference Shareholder and the foundations

In addition, the Reference Shareholder has entered into a voting agreement with Fonds Baillet
Latour SPRL with a social purpose (now Fonds Baillet Latour SC) and Fonds Voorzitter
Verhelst SRL with a social purpose (now Fonds Voorzitter Verhelst SC). This agreement
provides for consultations between the three bodies before any Shareholders’ Meetings to
decide how they will exercise the voting rights attached to their Shares. Consensus is required
for all items that are submitted to the approval of any Shareholders’ Meetings. If the parties fail

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to reach a consensus, Fonds Baillet Latour SC and Fonds Voorzitter Verhelst SRL with a social
purpose will vote their Shares in the same manner as the Reference Shareholder. The voting
agreement is valid until 1 November 2034.

c) Voting agreement between the Reference Shareholder and Restricted Shareholders

On 8 October 2016, the Reference Shareholder and each holder of Restricted Shares (such
holders being the Restricted Shareholder) holding more than 1% of the Company’s total share
capital have entered into a voting agreement, to which the Company is also a party, under which
notably:

 the Reference Shareholder is required to exercise the voting rights attached to its Ordinary
Shares to give effect to the directors’ appointment principles set out in articles 19 and 20
of the Articles of Association;

 each Restricted Shareholder is required to exercise the voting rights attached to its
Ordinary Shares and Restricted Shares, as applicable, to give effect to the directors’
appointment principles set out in articles 19 and 20 of the Articles of Association; and

 each Restricted Shareholder is required not to exercise the voting rights attached to its
Ordinary Shares and Restricted Shares, as applicable, in favour of any resolutions which
would be proposed to modify the rights attached to Restricted Shares, unless such
resolution has been approved by a qualified majority of the holders of at least 75% of the
Restricted Shareholder Voting Shares (as defined in the Articles of Association).

2.3 Shareholders’ structure

The following table shows the shareholders' structure of Anheuser-Busch InBev as at 31

December 2023 based on (i) transparency declarations made by shareholders who are
compelled to disclose their shareholdings pursuant to the Belgian law of 2 May 2007 on the
notification of significant shareholdings and the Articles of Association of the company, (ii)
notifications made by such shareholders to the company on a voluntary basis prior to 31
December 2023 for the purpose of updating the above information, (iii) notifications received
by the company in accordance with Regulation (EU) No 596/2014 of the European Parliament
and of the Council of 16 April 2014 and (iv) information included in public filings with the US
Securities and Exchange Commission.

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 Number of % of voting
Major shareholders Shares rights 1
Holders of Ordinary Shares
Stichting Anheuser-Busch InBev, a stichting incorporated under 663,074,832 33,42%
Dutch law .........................................................................................
EPS Participations Sàrl, a company incorporated under 133,846,578 6.75%
Luxembourg law, affiliated to EPS, its parent company ..................
EPS SA, a company incorporated under Luxembourg law, 99,999 0.01%
affiliated to the AB InBev Reference Shareholder that it jointly
controls with BRC ............................................................................
BRC Sàrl, a company incorporated under Luxembourg law, 28,097,078 1.42%
affiliated to the AB InBev Reference Shareholder that it jointly
controls with EPS .............................................................................
Rayvax SA, a company incorporated under Belgian law................. 50,000 0.00%
Fonds Verhelst SC, a company with a social purpose incorporated 0 0.00%
under Belgian law.............................................................................
Fonds Voorzitter Verhelst SC, a company with a social purpose 6,997,665 0.35%
incorporated under Belgian law, affiliated to Fonds Verhelst SC
with social purpose, that controls it ..................................................
Stichting Fonds InBev-Baillet Latour, a stichting incorporated 0 0.00%
under Dutch law ...............................................................................
Fonds Baillet Latour SC, a company incorporated under Belgian 5,485,415 0.28%
law, affiliated to Stichting Fonds InBev-Baillet Latour under
Dutch law, that controls it ................................................................
Olia 2 AG, a company incorporated under Liechtenstein law,
acting in concert with Jorge Paulo Lemann within the meaning of
article 3, §2 of the Takeover Law 259,000 0.01%
Holders of Restricted Shares
Altria .............................................................................................. 185,115,417 9. 33%
BEVCO ........................................................................................... 96,862,718 4.88%

The first ten entities mentioned in the table act in concert (it being understood that (i) the first
nine entities act in concert within the meaning of article 3, §1, 13º of the Belgian law of 2 May
2007 on the disclosure of significant shareholdings in issuers whose securities are admitted to
trading on a regulated market and containing various provisions, implementing into Belgian
law Directive 2004/109/CE, and (ii) the tenth entity act in concert with the first nine entities
within the meaning of article 3, §2 of the Belgian law of 1 April 2007 on public takeover bids)
and hold, as per (i) the most recent notifications received by AB InBev and the FSMA in
accordance with (a) article 6 of the Belgian law of 2 May 2007 on the notification of significant
shareholdings or (b) Regulation (EU) No 596/2014 of the European Parliament and of the
Council of 16 April 2014, and (ii) notifications to the company made on a voluntary basis prior
to 31 December 2023, in aggregate, 837,910,567Ordinary Shares, representing 42.24% of the
voting rights attached to the shares outstanding as of 31 December 2023 excluding treasury
shares.

In addition to the Restricted Shares listed above, Altria Group Inc. announced in its Schedule
13D beneficial ownership report on 11 October 2016 that, following completion of the business
combination with SAB, it purchased 11,941,937 Ordinary Shares in the Company. Finally,
Altria further increased its position of Ordinary Shares in the Company to 12,341,937, as
disclosed in the Schedule 13 D beneficial ownership report filed by Stichting dated 1 November
2016, implying an aggregate ownership of 9.95% based on the number of shares with voting
rights as at 31 December 2023.

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Holding percentages are calculated on the basis of the total number of shares in issue, excluding treasury shares (1,983,827,782).
As at 31 December 2023, there were 2,019,241,973 shares in issue including 35,414,191Ordinary Shares held in treasury by AB
InBev and certain of its subsidiaries.

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In addition to the Restricted Shares listed above, Bevco Lux Sàrl announced in a notification
made on 17 January 2017 in accordance with the Belgian law of 2 May 2007 on the notification
of significant shareholdings, that it purchased 4,215,794 Ordinary Shares in the Company.
BEVCO Lux Sàrl disclosed to us that it increased its position of Ordinary Shares in the
Company to an aggregate of 6,000,000 Ordinary Shares, resulting in an aggregate ownership
of 5.19% based on the number of shares with voting rights as at 31 December 2023.

3. Shares and shareholders

3.1 Capital and Shares

3.1.1 Amount and value of share capital

The detailed number of the Company’s Shares currently outstanding and the amount of the
Company’s issued and paid-up capital can be found on (www.ab-inbev.com). As of 1 January
2024, the issued, paid-up capital of the Company is EUR 1,238,608,344.12 and is represented
by 2,019,241,973 fully paid up Shares without nominal value, each share representing
1/2,019,241,973 of the total share capital.

3.1.2 Classes of Shares and rights attached to Shares

The Company’s share capital is divided in two classes of Shares: all Shares are Ordinary Shares,
except for 282,044,710Restricted Shares (situation on 31 December 2023). Ordinary Shares
and Restricted Shares have the same rights except as set out in the Articles of Association.

3.1.3 Form of Shares

Ordinary Shares can be held as either dematerialised Shares or registered Shares at the
discretion of the shareholder. Shareholders may elect to have their registered Ordinary Shares
converted into dematerialised Shares and vice versa at their own expense.

Restricted Shares are held in registered form only.

Dematerialised Shares are represented by an entry in an account in the name of its owner with
an authorised account holder or with a clearing institution. For registered Shares, the names and
addresses of all shareholders or holders of a right of usufruct or pledge are recorded in the
electronic shareholder register. On request, holders of registered Shares will be provided with
an extract from the register.

3.1.4 Transferability of Shares

Ordinary Shares are freely transferable.

As far as Restricted Shares are concerned, until 10 October 2021, no Restricted Shareholder
was able, in each case directly or indirectly, to transfer, sell, contribute, offer, grant any option
on, otherwise dispose of, pledge, charge, assign, mortgage, grant any lien or any security
interest on, enter into any certification or depository arrangement or enter into any form of
hedging arrangement with respect to, any of its Restricted Shares or any interests therein or any
rights relating thereto, or enter into any contract or other agreement to do any of the foregoing,
except in the specific instances set out in the Articles of Association. Since 11 October 2021,
these transfer restrictions are no longer applicable, but Restricted Shares shall automatically

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convert into Ordinary Shares (on a one-for-one basis) upon any transfer, as set out below in
Section 3.1.5.

3.1.5 Conversion

Since 11 October 2021, each Restricted Shareholder has the right to convert all or part of its
holding of Restricted Shares into Ordinary Shares at its election at any time .

The Restricted Shares shall automatically convert into Ordinary Shares (i) upon any transfer,
sale, contribution or other disposal in accordance with and subject to the exceptions set out in
in the Articles of Association, (ii) immediately prior to the closing of a successful public
takeover bid for all Shares or the completion of a merger of AB InBev as acquiring or
disappearing company, in circumstances where the shareholders directly or indirectly,
controlling or exercising directly or indirectly joint control over AB InBev immediately prior
to such takeover bid or merger will not directly or indirectly control, or exercise joint control
over, AB InBev or the surviving entity following such takeover bid or merger, or (iii) upon the
announcement of a squeeze-out bid for the outstanding Shares, in accordance with article 7:82
of the BCC.

In the event that all the Shares in AB InBev are acquired by a company which the shareholders
of AB InBev, immediately prior to such acquisition, directly or indirectly control or exercise
joint control over, Restricted Shareholders shall be treated in an equivalent manner to holders
of Ordinary Shares, save that there shall be equivalent differences between the rights and
restrictions attaching to the Shares to be issued to holders of the Ordinary Shares and the Shares
to be issued to holders of Restricted Shares to reflect the differences in rights and restrictions
between the Ordinary Shares and the Restricted Shares.

Upon conversion, each Restricted Share will be re-classified as one Ordinary Share.

3.1.6 American Depositary Shares

The Company has registered American Depositary Shares (ADSs) which are represented by
American Depositary Receipts (ADRs) in a sponsored facility. The ADSs are listed on the
NYSE.

The deposit agreement is among the Company, The Bank of New York Mellon, as ADR
depositary, and all holders of ADRs issued under the deposit agreement.

Each ADS represents one Ordinary Share (or a right to receive a Share).

Investors may hold ADSs either (A) directly (i) by having an ADR, which is a certificate
evidencing a specific number of ADSs, registered in their name or (ii) by having ADSs
registered in their name in the Direct Registration System or (B) indirectly by holding a security
entitlement in ADSs through their broker or other financial institution.

ADS holders are not treated as shareholders and have no shareholders’ rights. The depositary
is the holder of the Shares underlying the ADSs. The deposit agreement sets out ADS holder
rights as well as the rights and obligations of the depositary.

3.1.7 Changes in share capital – Authorised capital

Changes to the Company’s share capital will be decided by the Shareholders’ Meeting. The
Shareholders’ Meeting may at any time decide to increase or decrease the share capital. Without
prejudice to article 7:155 of the BCC, such resolution must satisfy the following quorum and

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majority requirements: (i) a quorum of 50% of the issued share capital must be present or
represented at the meeting, and (ii) the capital increase must be approved by at least 75% of the
votes cast (without taking abstentions into account). If there is no quorum, a second meeting
must be convened where no quorum requirement applies but where the special 75% majority
requirement applies.

The shareholders may also authorise the Board to increase the share capital as the Board may
determine in the future. An authorisation must be limited in time and amount. In either case,
the shareholders’ approval or authorisation must satisfy the quorum and majority requirements
applicable to amendments to the Articles of Association.

At the annual shareholders’ meeting on 27 April 2022, our shareholders’ meeting authorized
our Board to increase the share capital of AB InBev to an amount not to exceed 3% of the total
number of shares issued and outstanding on 27 April 2022 (i.e., 2,019,241,973). This
authorization has been granted for five years and can be used for several purposes, including
when the sound management of our business or the need to react to appropriate business
opportunities calls for a restructuring, an acquisition (whether private or publish) of securities
or assets in one or more companies, or generally, any other appropriate increase of our capital.

3.1.8 Preferential subscription right in case of increase of capital

In the event of a share capital increase by way of the issue of new Shares, convertible bonds,
bonds repayable in Shares, subscription rights or other financial instruments giving a right to
Shares (any such Shares, bonds, rights or instruments being referred to as Equity Interests), all
AB InBev shareholders (AB InBev Shareholders) will have a preferential subscription right to
subscribe for any such Equity Interests as set out in and in accordance with article 7:188 of the
BCC.

The preferential subscription right shall entitle each AB InBev Shareholder to subscribe for any
new Equity Interests, in each case pro rata to the proportion of AB InBev’s existing share capital
that it holds immediately prior to such issue and subject to article 7:188 of the BCC. Each AB
InBev Shareholder may exercise its respective preferential subscription right in whole or in
part.

The Shareholders’ Meeting may restrict or cancel the preferential subscription right, in
accordance with article 7:191 of the BCC, for a purpose that is in the best interests of AB InBev,
provided however that if the preferential subscription right is restricted or cancelled with respect
to any issuance in which any AB InBev Shareholder acquires any such Equity Interests, all AB
InBev Shareholders shall be given the same right and be treated in the same way. This
requirement shall not apply when the preferential subscription right is restricted or cancelled
with respect to issuances of Equity Interests issued solely pursuant to stock option plans or other
compensation plans in the ordinary course of business. Where a Shareholders’ Meeting has
granted an authorisation to the Board to effect a capital increase in the framework of the
authorised capital and such authorisation allows the Board to do so, the Board may likewise
restrict or cancel the preferential subscription right applying the same principles as set out in
this paragraph.

No Restricted Shares shall be issued other than to a Restricted Shareholder exercising its
preferential subscription right in respect of its holding of Restricted Shares, without prejudice
to the right of other shareholders to exercise their second ranking preferential subscription right
in accordance with article 7:188 of the BCC.

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3.1.9 Acquisition and disposal of own Shares

The Shareholders’ Meeting of 28 April 2021 has authorised AB InBev to acquire, either on or
outside of the stock exchange, Ordinary Shares up to a maximum of 20% of the issued Shares
for a price which will not be lower than one Euro and not higher than 20% above the highest
closing price on Euronext Brussels in the last 20 trading days preceding the transaction. This
authorisation extends to acquisition of Shares by direct subsidiaries of the Company and is valid
for five years.

AB InBev and its direct subsidiaries may also dispose without any prior authorisation of the
Shareholders’ Meeting, either on or off exchange, of Shares which were acquired by AB InBev
under conditions determined by the Board, in accordance with article 7:218 of the BCC.

With respect to the Shares acquired by AB InBev as a result of the Belgian merger completing
the business combination of the Company with SAB, the Board is entitled to dispose of such
Shares only in connection with (i) any share delivery obligations undertaken by the Company’s
predecessor prior to 11 November 2015, (ii) any stock option plans or other compensation plans
(including the Zenzele Scheme), or (iii) any stock lending agreement or similar arrangement in
respect of which AB InBev used the Shares for the purposes set out in items (i) and (ii).

Indirect subsidiaries of AB InBev may, without any prior authorisation of the Shareholders’
Meeting, acquire or dispose of the Shares without any limitation in time, under the conditions
set out in article 7:222 of the BCC.

3.2 Shareholders’ Meetings and voting rights

The Company encourages its shareholders to participate in Shareholders’ Meetings. In order to

facilitate this, voting in absentia may take the form of proxy voting and voting by mail. Agendas
and all other relevant information are available on the Company’s website in advance of
Shareholders’ Meetings.

3.2.1 Ordinary Shareholders’ Meetings

The ordinary Shareholders’ Meeting is held on the last Wednesday of April. At this meeting,
the Board and the statutory auditor present a report on the management and the financial
situation of the Company at the end of the previous fiscal year. The shareholders then vote on
the approval of the annual accounts, the allocation of the Company’s profit or loss, the
appointment or renewal, if necessary, of directors or statutory auditors, remuneration, if
necessary, of the directors and the auditor and the release from liability of the directors and the
statutory auditor.

Prior to the ordinary Shareholders’ Meeting, shareholders are invited to submit in writing any
questions they have for the chairperson of the Board (the Chairperson) or the chief executive
officer (the CEO) for discussion during the meeting. During the meeting there is a time for
questions of shareholders.

3.2.2 Extraordinary Shareholders’ Meeting

Extraordinary Shareholders’ Meetings may be held for any purposes which require the approval
of shareholders at an extraordinary meeting. These include amongst others any amendments to
the Articles of Association, any increase or reduction of the share capital, any authorisation to
the Board to increase the capital, any amendment to the rights attached to a class of shares,

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authorisations granted to the Board to acquire or dispose of its own Shares, any decisions to
change the legal form of the company, any decision to liquidate the Company and any merger
or split.

3.2.3 Ad hoc Shareholders’ Meetings

The Board or the statutory auditor may convene a Shareholders’ Meeting. Shareholders
representing 10% of the Company’s capital may also request the Board or the statutory auditor
to convene a Shareholders’ Meeting.

3.2.4 Notice and agenda

Notices of all Shareholders’ Meetings contain the agenda of the meeting and the Board’s
recommendations on the matters to be voted upon.

One or more shareholders representing at least 3% of the capital of the Company may request
for items to be added to the agenda and submit resolution proposals in relation to existing
agenda items or new items to be added to the agenda provided that they prove holding of such
shareholding as at the record date for the relevant Shareholders’ Meeting.

The Company sends written notice of the meeting by mail to all holders of registered Shares at
least 30 days prior to the meeting. It also publishes a notice of the meeting in the Belgian State
Gazette (Moniteur belge/Belgisch staatsblad), in a newspaper and through media with
European coverage. The notices are published at least 30 days prior to the meeting.

Notices of all Shareholders’ Meetings and all related documents, such as specific Board and
auditor’s reports, are also published on www.ab-inbev.com.

3.2.5 Admission to meetings

The right to participate in and vote at a Shareholders’ Meeting requires shareholders to:

(i) have the ownership of their Shares recorded in their name on the record date, i.e. the
14th calendar day preceding the date of the meeting:

 through registration in the register of the registered Shares of the Company, for
holders of registered Shares; or

 through book-entry in the accounts of an authorised account holder or central

securities depositary, for holders of dematerialised Shares; and

(ii) notify the Company at the latest on the 6th calendar day preceding the day of the
meeting, of their intention to participate in the meeting, indicating the number of Shares
in respect of which they intend to do so. In addition, the holders of dematerialised
Shares must, at the latest on the same day, provide the Company with the certificate
issued by an authorised account holder or a central securities depositary certifying the
number of Shares owned on the record date by the relevant shareholder and for which
it has notified its intention to participate in the meeting.

Any shareholder may attend Shareholders’ Meetings in person or be represented by a proxy,

who need not be a shareholder. All proxies must be in writing in accordance with the form
prescribed by the Company and must be received by the Company no later than the 6th calendar
day preceding the day of the meeting.

3.2.6 Votes, quorum and majority requirements

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Each share entitles its owner to one vote. In accordance with article 7:217, §1 and article 7:224
of the Belgian Companies Code, the voting rights attached to shares held by Anheuser-Busch
InBev and its subsidiaries are suspended.

Shareholders are allowed to vote in person, by proxy or by mail. Votes by mail must be cast
using the form prepared by the Company and must be received by the Company no later than
the 6th calendar day preceding the day of the meeting.

Generally, there is no quorum requirement for a Shareholders’ Meeting and decisions will be
taken by a simple majority vote of Shares present or represented. However, certain matters will
require a larger majority and/or a quorum. These include the following:

(i) any amendment to the Articles of Association (except the amendments to the corporate
purpose or the transformation of the legal form of the Company), including inter alia,
reductions or increases of the share capital of the Company (except for capital increases
decided by the Board pursuant to the authorised capital) or any resolution relating to a
merger or demerger of the Company require the presence in person or by proxy of
shareholders holding an aggregate of at least 50% of the issued share capital, and the
approval of a qualified majority of at least 75% of the votes cast at the meeting (without
taking abstentions into account);

(ii) any authorisation to repurchase Shares requires a quorum of shareholders holding an

aggregate of at least 50% of the share capital and approval by a qualified majority of at
least 75% of the votes cast at the meeting (without taking abstentions into account);

(iii) any modification of the purpose of the Company requires a quorum of shareholders
holding an aggregate of at least 50% of the share capital and approval by a qualified
majority of at least 80% of the votes cast at the meeting (without taking abstentions into
account);

(iv) resolutions relating to the modification of the rights attached to a particular class of
Shares will require the presence in person or by proxy of shareholders holding an
aggregate of at least 50% of the issued share capital in each class of Shares and the
approval of a qualified majority of at least 75% of the votes cast at the meeting (without
taking abstentions into account) in each class of Shares,

(in each of the cases (i), (ii), (iii) and (iv), if a quorum is not present, a second meeting
must be convened. At the second meeting, the quorum requirement does not apply.
However, the qualified majority requirement of 75% or 80%, as the case may be,
continues to apply); and

(v) any acquisition or disposal of tangible assets by the Company for an amount higher
than the value of one third of the Company’s consolidated total assets as reported in the
Company’s most recent audited consolidated financial statements requires the approval
of a qualified majority of at least 75% of the votes cast at the meeting (without taking
abstentions into account), but there is no minimum quorum requirement.

As an additional rule, in the event of (i) a contribution in kind to the Company with assets
owned by any person or entity which is required to file a transparency declaration pursuant to
applicable Belgian law or a subsidiary (within the meaning of article 1:15 of the BCC) of such
person or entity, or (ii) a merger of the Company with such a person or entity or a subsidiary of
such person or entity, then such person or entity and its subsidiaries shall not be entitled to vote

11
on the resolution submitted to the Shareholders’ Meeting to approve such contribution in kind
or merger.

3.2.7 Minutes

Minutes of the Shareholders’ Meetings are drafted and adopted during the meeting itself. They
are published on www.ab-inbev.com.

3.3 Rights to dividends

The annual dividend payment is approved by the shareholders at the ordinary Shareholders’
Meeting and is paid on the dates and at the places appointed by the Board. The Board may pay
an interim dividend in accordance with the provisions of the BCC.

The current policy is to issue a dividend representing a minimum of 25% of the Company’s
consolidated profit attributable to equity holders of the Company, excluding non-recurring
items, such as restructuring charges, gains or losses on business disposals and impairment
charges, subject to applicable legal provisions relating to distributable profit.

3.4 Communication to shareholders

The Company encourages its shareholders to take an active interest in the Company. In support
of this objective, it provides quality information, in a timely fashion, through a variety of
communication tools. These include annual reports, the non-financial statement, sustainability
reporting, financial results announcements, briefings, and the section of the Company’s website
which is dedicated to investors. The Company is in regular contact with its Reference
Shareholder and other shareholders. It has not found it necessary to date under its current
governance model to enter into a formal relationship agreement with any of them, other than
the information rights agreement with Altria which was entered into in the context of the
business combination with SAB.

In addition, the Company encourages its institutional shareholders to communicate their

evaluation of the Company’s governance, the implementation of their policy and their voting
behaviour.

The Company recognises that high-quality disclosure builds trust and confidence with
shareholders and the public in general. The Company adopted a disclosure manual to
demonstrate its commitment to best practices in transparency. This manual is designed to ensure
that there is full, consistent and timely disclosure of Company activities.

4. The Board

4.1 Powers and responsibilities of the Board

The Company has opted for a “one-tier” governance structure. As a result, the Board is the
ultimate decision-making body, except for the powers reserved to the shareholders at the
Shareholders’ Meeting by law, or as specified in the Articles of Association.

In accordance with the powers granted to it by law and the Articles of Association, the Board
has, among others, the following exclusive powers and responsibilities:

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 to approve the Company’s strategy (including its risk appetite), as recommended by the
CEO and upon proposal from the ExCom and to oversee the Company’s principal
objectives;

 to appoint and dismiss the CEO and to appoint and remove the Company Secretary;

 to appoint and dismiss members of the committees of the Board; to appoint and dismiss
the chairpersons of all committees of the Board;

 to monitor and review the effectiveness of the Board and its committees as well as to assess
the interactions of the Board with management;

 to nominate independent director candidates for approval by the shareholders at the

Shareholders’ Meeting, upon recommendation of the Nomination Committee;

 to assume ultimate responsibility for the oversight of the Company’s activities and
performance (including in the area of sustainability) and its compliance with laws and
regulations and to monitor the internal control and risk management function in
collaboration with the Audit Committee and work with the Audit Committee to ensure that
the ExCom develops appropriate, adequate and cost-effective internal control and risk
management mechanisms;

 to review and approve the annual, six-monthly, and if required quarterly, financial and
consolidated statements, examine the financial position of any subsidiary of the Company
if needed, and present at the ordinary Shareholders’ Meeting a clear and complete
evaluation of the Company’s financial condition as prepared by the CEO;

 to review and approve all significant judgments concerning the application of International
Financial Reporting Standards (IFRS) in the preparation of the Company’s financial
statements upon the recommendation of the Audit Committee;

 to convene the Shareholders’ Meetings and determine any resolutions to be submitted for
approval, including, among other matters, resolutions relating to the allocation of annual
corporate financial results, and requests to discharge the Board; and

 to establish the Company’s policy with respect to corporate communications and to

oversee all external means of communication, it being understood that communication on
behalf of the Company to the outside world (after Board approval) is reserved to the
Chairperson and the CEO, with the right of delegation; the Company’s policy will ensure
the integrity and timely disclosure of the Company’s financial statements and other
material information;
The Board is also vested with the following powers and responsibilities that it exercises upon
recommendation from the CEO:
 to determine the general corporate structure of the Company (and re-evaluate it every five
years);

 to appoint and dismiss the members of the ExCom and the Senior Leadership Team (SLT);

 for key subsidiaries and affiliates, for strategic partnerships, and for companies in which
the Company holds a strategic minority interest, to nominate the statutory auditors and
directors to represent the Company, to be approved by the shareholders at the shareholders’
meeting of the company concerned;

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 to approve the annual budget and investment plans, and approve the annual plan for capital
expenditure. To approve all non-planned capital expenditure exceeding USD 250 million,
in the aggregate, in any year, it being understood that the Board may delegate this
responsibility to the Finance Committee;

 to approve finance transactions and financial commitments and related guarantees which
exceed in the aggregate USD 150 million, in notional amount, in any year and which are
not intra-group transactions, it being understood that the Board may delegate this
responsibility, in whole or in part, to the Finance Committee;

 to approve the opening, closing or transfer of facilities, registered offices or operating sites,
either in whole or in part, other than in the ordinary course of business;

 to approve capital contributions, acquisitions (M&A), divestments, transfers/pledging of

equity interests, or related guarantees, which exceed USD 75 million in value;

 to approve acquisitions, divestitures, transfers or mortgaging of rights in real property, or

long-term leases (baux emphytéotiques / erfpachten), which exceed USD 75 million in
value;

 to approve procurement and supply contracts which exceed USD 250 million in value; and

 to approve all political contributions and gifts having a value exceeding USD 20,000 to
the extent permitted by law.

4.2 Composition of the Board

4.2.1 Composition

The Board must be composed of a minimum of three members and a maximum of 15 members,
all of whom are non-executives. It is currently composed of 15 members.

Pursuant to the Articles of Association, the Board is composed as follows:

 four directors shall be independent directors appointed by the Shareholders’ Meeting upon
proposal by the Board; and

 so long as the Reference Shareholder and/or any of its Affiliates, any of their respective
Successors or Successors' Affiliates own, in aggregate, more than 30% of shares with
voting rights in the share capital of the Company, eight directors shall be appointed by the
Shareholders’ Meeting upon proposal by the Reference Shareholder and/or any of its
Affiliates, any of their respective Successors or Successors' Affiliates; and

 so long as the Restricted Shareholders (together with their Affiliates, any of their respective
Successors and/or Successors' Affiliates) own in aggregate:

o more than 13.5% of the Shares with voting rights in the share capital of the
Company, three directors will be appointed by the Shareholders’ Meeting upon
proposal by the Restricted Shareholders (each such director a Restricted Share
Director);

o more than 9% but not more than 13.5% of the Shares with voting rights in the share
capital of the Company, two Restricted Share Directors will be appointed;

14
 o more than 4.5% but not more than 9% of the Shares with voting rights in the share
capital of the Company, one Restricted Share Director will be appointed; and

o 4.5% or less than 4.5% of the Shares with voting rights in the share capital of the
Company, they will no longer have the right to propose any candidate for
appointment as a member of the Board and no Restricted Share Directors will be
appointed.

The Articles of Association set out detailed rules regarding the calculation of the Company’s
share capital owned by the Reference Shareholder and the Restricted Shareholders for the
purpose of determining directors’ nomination rights.

4.2.2 Appointment

The appointment and renewal of all directors (i) is based on a recommendation of the
Nomination Committee, taking into account the rules regarding the composition of the Board
that are set out in the Articles of Association, and (ii) is subject to approval by the Shareholders’
Meeting.

The directors may only be natural persons but need not be shareholders. The composition of
the Board will be balanced primarily considering the respective skills, education, experience
and background of each of the Board members.

Board members undertake that they have sufficient time to exercise their duties, taking into
consideration the number and importance of their other commitments.

Board members may not hold executive or management roles in the Company (be it as members
of the ExCom, SLT or otherwise) or be employees of the Company.

4.2.3 Independence

In accordance with article 7:87 of the BCC, independence will be assessed taking into
consideration the criteria of the 2020 Belgian Corporate Governance Code which are the
following:

 not being an executive, or exercising a function as a person entrusted with the daily
management of the Company or a related company or person, and not having been in such
a position for the previous three years before their appointment and no longer enjoying
stock options of the Company related to this position;

 not having served for a total term of more than twelve years as a board member;

 not being an employee of the senior management of the Company or a related company or
person, and not having been in such a position for the previous three years before their
appointment and no longer enjoying stock options of the company related to this position;

 not be receiving, or having received during their mandate or for a period of three years
prior to their appointment, any significant remuneration or any other significant advantage
of a patrimonial nature from the Company or a related company or person, apart from any
fee they receive or have received as a non-executive board member;

 not holding shares, either directly or indirectly, either alone or in concert, representing
globally one tenth or more of the Company’s capital or one tenth or more of the voting

15
 rights in the Company at the moment of appointment and not having been nominated, in
any circumstances, by a shareholder fulfilling the conditions covered above;

 not maintaining, nor having maintained in the past year before their appointment, a
significant business relationship with the Company or a related company or person, either
directly or as partner, shareholder, board member, member of the senior management of a
company or person who maintains such a relationship;

 not being or having been within the last three years before their appointment, a partner or
member of the audit team of the Company or person who is, or has been within the last
three years before their appointment, the external auditor of the Company or a related
company or person;

 not being an executive of another company in which an executive of the Company is a

non-executive board member;

 not having, in the Company or a related company or person, a spouse, legal partner or close
family member to the second degree, exercising a function as board member or executive
or person entrusted with the daily management or employee of the senior management, or
falling in one of the other cases referred to in bullets 1. to 8. above, and as far as the second
bullet is concerned, up to three years after the date on which the relevant relative has
terminated their last term.

Should the Board present for appointment as independent director a candidate who does not
meet the criteria above, it will explain the reasons why it considers that such candidate is
independent, in accordance with article 7:87 of the BCC.

4.2.4 Term

As a general principle, the term of office of all directors of AB InBev, except the Restricted
Share Directors, will be four years and terminate immediately after the closing of the fourth
ordinary Shareholders’ Meeting following the date of their appointment, unless the
Shareholders’ Meeting sets a shorter term.

As far as the Restricted Share Directors are concerned, their term of office will be one year and
terminate immediately after the closing of the next ordinary Shareholders’ Meeting following
the date of their appointment.

Except as approved by the Board in special cases, the term of office of directors shall end
immediately after the ordinary Shareholders’ Meeting following their 70th birthday.

All directors will be eligible for re-election.

Directors can be dismissed at any time by the Shareholders’ Meeting.

4.2.5 Vacancy

When a position on the Board becomes vacant, the remaining directors shall have the right to
temporarily fill the vacancy by appointing a candidate proposed by (i) the Board in the case of
a vacancy relating to an independent director, (ii) the Reference Shareholder in the case of a
vacancy relating to a director appointed upon proposal of the Reference Shareholder, or (iii) in
the case of a vacancy relating to a Restricted Share Director, Restricted Shareholders as further
set out in the Articles of Association.

16
4.3 The functioning of the Board

The Board shall meet as frequently as the interests of the Company shall require. The Board
can meet by a conference call or similar communications equipment by means of which all
persons participating in the meeting can hear each other. Decisions may also be adopted,
without a meeting, by the unanimous written consent of the directors. The relative majority of
physical Board meetings in any one year will take place in Belgium.

In addition, special meetings of the Board may be called and held at any time upon the call of
either the Chairperson or at least two directors, by notice to each director at least three business
days before the meeting. Where duly justified by emergency and by the corporate interest of
the Company, the above notice period of three business days may be waived by the unanimous
consent of the directors expressed in writing.

Reasonable efforts shall be made to ensure that each director actually receives timely notice of
any such special meeting. Convening notices may validly be made in writing, or sent by
electronic mail, provided that no notice (other than the resolution fixing their time) need be
given as to regularly scheduled meetings.

A detailed agenda specifying the topics for decision and those for information shall be provided
to Board members prior to the meeting. Board members have the power to raise any question
which they consider appropriate concerning the Company and its operations.

Save as otherwise provided in the Articles of Association, the Board can only deliberate if a
majority of its members are present or represented. Each director can appoint another member
of the Board to represent him and vote in his name. One director cannot represent more than
one other director. Decisions are made by a simple majority of the votes cast.

The CEO, Chief Financial Officer, Chief Strategy and Technology Officer and Chief Legal and
Corporate Affairs Officer attend the meetings of the Board ex officio, unless the Board decides
otherwise for a specific meeting.

At the CEO’s request, any member of the SLT may be invited to attend the whole or any part
of a Board meeting.

The Company Secretary drafts minutes of each meeting reflecting the issues which were
discussed, the decisions which were taken and, if any, the reservations which were voiced by
dissenting directors. The minutes will be approved by the Chairperson and subsequently by the
Board during its next regularly scheduled meeting.

Directors are required to arrange their personal and business affairs so as to avoid conflicts of
interest with the Company. Any director with a conflicting interest on any matter before the
Board will be required to bring it to the attention of his or her fellow directors. If the conflict is
a direct or indirect conflict of a financial nature falling within the meaning of article 7:96 of the
BCC, the relevant director shall take no part in any deliberations related thereto. Any abstention
from voting as a result of a conflict of interest will be disclosed in accordance with the relevant
legal provisions. If the conflict does not fall within the scope of article 7:96 of the BCC, the
Board shall, under the lead of the Chairperson (or in case the Chairperson is conflicted, the or
one of the Vice-Chairperson(s)), decide which procedure needs to be followed to protect the
interests of the Company and the shareholders, as the case may be.

17
Any proposed related party transaction or arrangement falling within the scope of article 7:97
of the BCC shall be submitted to a committee of three independent directors in accordance with
such article and shall only be entered into after review by the committee.

At the request of the CEO communicated to the Chairperson or by decision of the Board, a
director may be given a particular mandate to act on behalf of the Company. The mandate may
only be granted once the Board has decided on its objective and duration. The director to whom
a particular mandate has been given will report to the Board on progress regularly, and also on
completion of the mission.

Annually, the Board will undertake a formal evaluation of its own performance and that of its
committees in order to assess whether (i) the Board operates efficiently, (ii) important issues
are debated and presented properly, (iii) each director makes a constructive contribution to the
decision making. Such evaluation will be done at the initiative of the Chairperson and, if
required, with the assistance of external advisors.

4.4 Relationship with management

The Chairperson will establish a close relationship with the CEO, providing support and advice,
while fully respecting the executive responsibilities of the CEO.

Members of the Board shall not intervene directly in the operations of the Company other than
in exceptional circumstances and on a “need only” basis.

Members of the Board ordinarily shall not give instructions to or interfere with the activities of
the Company’s management and employees. By exception to this principle, members of the
Audit Committee and the Finance Committee shall at all times have full and free access to the
CFO, the VP Control & Tax and VP Risk Management and any other officers or employees to
whom they may require access in order to carry out their responsibilities. In addition, contacts
between members of the Board and members of the ExCom occasionally take place when
necessary. The Chairperson is aware of such contacts which take place in full transparency.

4.5 Access to advisors

The Board and its committees shall have the authority, at the expense of the Company, to retain
such independent accounting, financial, legal and other advisors as they deem necessary or
appropriate without management approval or consultation.

4.6 Information for directors

Directors have access to all corporate information that the Board considers necessary for the
Directors to fulfil their fiduciary duties and all information that the Board considers is material
to AB InBev. This right of access is subject, in the case of personal information concerning
employees of the Company, to applicable privacy laws. The Company Secretary is available to
supply the requested information.

Directors will only use the information they receive for the purpose of exercising their duties
and must preserve the confidentiality of such information.

4.7 The remuneration of directors

The Remuneration Committee recommends the level of remuneration for directors, including
the Chairperson of the Board, subject to approval by the Board and, subsequently, by the
shareholders at the Shareholders’ Meeting.

18
The Remuneration Committee will regularly benchmark directors’ compensation against peer
companies to ensure that it is competitive. Remuneration is linked to the time committed to the
Board and its various committees. Currently, the fixed annual fee of the directors is EUR
75,000, except for the Chairperson of the Board and the chairperson of the Audit Committee
whose annual fixed fees amount respectively to EUR 255,000 and EUR 127,500. In addition,
an annual fixed retainer is paid as follows (a) EUR 28,000 to the chairperson of the Audit
Committee, (b) EUR 14,000 to the other members of the Audit Committee, (c) EUR 14,000 to
each of the chairpersons of the Finance Committee, the Remuneration Committee and the
Nomination Committee, and (d) EUR 7,000 to each of the other members of the Finance
Committee, the Remuneration Committee and the Nomination Committee, it being understood
that the amounts of the retainers set out above are cumulative in case of participation of a
director in several committees.

Changes to these fees will be submitted to the Shareholders’ Meeting for approval.

In addition, Board members are granted a limited number of Restricted Stock Units (RSUs)
under the long-term incentive plan.

The remuneration of the Board members is thus composed of a fixed fee and RSUs (the grant
and vesting of such RSUs not being subject to any performance criteria), which makes Board
compensation simple, transparent and easy for shareholders to understand. This is in line with
the 2020 Belgian Corporate Governance Code which favors the granting of a share based
remuneration to directors.

The successful strategy and sustainable development of the Company over the past 10 years
demonstrates that the compensation of directors, which includes RSUs (and previously LTI
options), does ensure that the independence of the directors in their role of guidance and control
of the Company is preserved, and that the directors’ interests remain fully aligned with the long-
term interests of the shareholders. Contrary to the soft law recommendation of the 2020 Belgian
Corporate Governance Code, the RSUs granted to directors are not subject to a lock-up of three
years after the date of the award and one year after the date of departure of the relevant director.
However, the Company considers that the 5-year vesting period of the RSUs fosters a
sustainable and long-term commitment of the directors to shareholder value creation that
addresses the goal of the 2020 Belgian Corporate Governance Code.

The Company is prohibited from making loans to directors or executive officers, whether for
the purpose of exercising options or for any other purpose (except for routine advances for
business-related expenses in accordance with the Company’s rules for reimbursement of
expenses).

The Board sets and revises, from time to time, the rules and level of compensation for directors
carrying out a special mandate or sitting on one of the committees of the Board and the rules
for reimbursement of directors’ business-related out-of-pocket expenses. Remuneration for
directors will be disclosed to shareholders in accordance with applicable laws and stock
exchange rules.

4.8 Chairperson of the Board and Company Secretary

4.8.1 Appointment of the Chairperson

The Board elects the chairperson of the Board (the Chairperson) and may elect one or more
vice-chairperson(s) (the Vice-Chairperson(s)) from amongst its members who either (i) meet
the criteria for an independent director or (ii) are Restricted Share Directors.

19
For the appointment of the Chairperson, the Nomination Committee will prepare a job
description, including an assessment of the time commitment expected, recognising the need
for availability in the event of crises. The CEO will not be the Chairperson.

4.8.2 Powers and responsibilities of the Chairperson

The Chairperson is responsible for the proper and efficient functioning of the Board.

He determines the calendar of the Board and Board committees meetings and the agenda of the
Board meetings after consultation with the CEO and he chairs Board meetings.

He ensures that directors receive, prior to each meeting, complete and accurate information,
and to the extent appropriate, a copy of any management presentation to be made at the Board
meeting. The Chairperson will also make sure that there is sufficient time for making decisions.

The Chairperson will ensure that new directors receive a complete and tailored induction to the
Company prior to joining the Board and that existing directors continually update their skills
and the knowledge and familiarity with the Company required to fulfil their role both on the
Board and on the committees of the Board.

The Chairperson represents the Board from a public relations standpoint to shareholders and
the public at large and chairs the Shareholders’ Meetings. The Chairperson will serve as
interface between the Board and major shareholders of the Company on matters of corporate
governance.

4.8.3 Company Secretary

The Company secretary (the Company Secretary) shall ensure that Board procedures are
complied with and that the Board acts in accordance with its statutory obligations and its
obligations under the Articles of Association. He/she shall advise the Board on all governance
matters and assist the Chairperson in fulfilling his duties as detailed above, as well as in the
logistics associated with the affairs of the Board (information, agenda, etc.).

4.9 Authority

The Company is validly represented by any two of its directors acting jointly. Moreover, the
Board may delegate to such members of the management as it determines, the power to
represent the Company on a permanent basis. In such case, the representation powers and list
of authorised signatories will be clearly defined. These powers do not prevent the Board from
granting from time to time, at its entire discretion, a specific power to represent the Company
in view of a specific transaction or operation.

5. Executive Management

5.1 Chief Executive Officer

5.1.1 Appointment

The Board appoints and removes the chief executive officer of the Company (the CEO).

5.1.2 Powers and responsibilities

The CEO reports directly to the Board.

20
The CEO is entrusted by the Board with the day-to-day management of the Company. He
oversees the organisation and efficient day-to-day management of subsidiaries, affiliates and
joint ventures. The CEO is responsible for the execution and management of all Board
decisions.

The CEO can delegate authority for day to day management to executives at corporate, at zone,
at regional or at country level. Notwithstanding this delegation, the CEO will retain ultimate
accountability to the Board for his actions and actions of his delegates.

5.2 Executive Committee (ExCom)

5.2.1 Composition and functioning

The members of the Executive Committee (ExCom) include the CEO, the Chief Financial
Officer, the Chief Strategy and Technology Officer and the Chief Legal and Corporate Affairs
Officer and Company Secretary.

Except as approved by the Board in special cases, each member’s appointment to the ExCom
will expire at the end of the calendar year in which he or she turns 65, unless the terms of his
or her employment contract provide otherwise.

The ExCom shall meet regularly, and typically prior to each meeting of the Board of Directors.
Minutes of the meetings shall be prepared by the Company Secretary.

Members of the ExCom are required to arrange their personal and business affairs so as to avoid
conflicts of interest with the Company. Should a conflict arise, the ExCom shall decide which
procedure needs to be followed to protect the interests of the Company and the shareholders, as
the case may be.

5.2.2 Role and responsibilities

The ExCom reports to the CEO and works with the Board on matters such as corporate
governance, general management of our Company and the implementation of corporate strategy
as defined by our Board. The ExCom shall perform such duties as may be assigned to it from
time to time by the CEO or the Board.

5.3 Remuneration of Executive Management

The Company’s annual report includes a separate remuneration report which provides full
details with respect to (i) the procedure for determining the executive remuneration policy, (ii)
the executive remuneration principles and (iii) the components and amount of the remuneration
and other benefits granted to executive management (ExCom) of the Company during the
reporting year.

6. Senior Leadership Team

The members of the Senior Leadership Team (the SLT) include the CEO and the other members
of the ExCom as well as all other functional Chiefs and the Zone CEOs.

Except as approved by the Board in special cases, each member’s appointment to the SLT will
expire at the end of the calendar year in which he or she turns 65, unless the terms of his or her
employment contract provide otherwise.

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The SLT shall meet regularly. It has an advisory role to the Board and the ExCom and will
drive the commercial and operational agenda, reflecting the strategy set out by the Board. In
addition, the SLT shall perform such duties as may be assigned to it from time to time by the
CEO, ExCom or the Board.

7. Board Committees

The Board is assisted by four Board committees: the finance committee (the Finance
Committee), the audit committee (the Audit Committee), the remuneration committee (the
Remuneration Committee) and the nomination committee (the Nomination Committee).

The existence of the committees does not decrease the responsibility of the Board as a whole.
Board committees meet to prepare matters for consideration by the Board. By exception to this
principle, (1) the Remuneration Committee may make decisions on individual remuneration
packages, other than with respect to the CEO, the ExCom and the SLT, and on performance
against targets and (2) the Finance Committee may make decisions on matters specifically
delegated to it hereunder, in each case without having to refer to an additional Board decision.

7.1 Remuneration Committee

7.1.1 Mission

The Remuneration Committee’s principle role is to guide the Board with respect to all its
decisions relating to the remuneration policies for the Board, the CEO, the ExCom and the SLT
and on individual remuneration packages of directors, the CEO and members of the ExCom
and the SLT. It ensures:

 that the CEO and members of the ExCom and of the SLT are incentivised to achieve, and
are compensated for, exceptional performance; and

 the maintenance and continuous improvement of the Company’s compensation policy

which will be based on meritocracy with a view to aligning the interests of its employees
with the interests of shareholders.

7.1.2 Composition and functioning

The Remuneration Committee shall consist of three members appointed by the Board, all of
whom will be non-executive directors. The chairperson of the Remuneration Committee will
be a representative of the Reference Shareholder and the two other members will meet the
requirements of “independence” as established in this Charter and by Belgian company law.

The chairperson of the Remuneration Committee also chairs the Nomination Committee. The
Remuneration Committee decides by simple majority.

The CEO and the Chief People Officer are invited ex officio to the Committee meetings unless
explicitly decided otherwise. The Chief People Officer will act as secretary to the Committee.

The Remuneration Committee shall meet at least four times a year and more often if required
and is convened by its Chairperson or at the request of at least 2 of its members. The
Remuneration Committee shall hold at least one of its physical meetings in Belgium. The
secretary to the Remuneration Committee drafts minutes of each meeting reflecting the issues

22
which were discussed, the decisions which were taken and, if any, the reservations which were
voiced by dissenting directors. The minutes will be approved by the chairperson of the
Remuneration Committee and subsequently by the Remuneration Committee during its next
regularly scheduled meeting.

The chairperson of the Remuneration Committee shall report to the Board following each
meeting of the Remuneration Committee on the principal matters reviewed or approved by the
Remuneration Committee and its recommendations regarding actions to be taken by or
decisions to be approved by the Board.

The Remuneration Committee has the authority to retain and terminate any consultancy firm to
be used in assisting with its missions, including authority to approve the firm’s fees and other
terms of retention. It is also authorised to obtain independent advice, including legal advice,
from internal or external advisers.

7.1.3 Powers and responsibilities

The responsibilities of the Remuneration Committee include the following:

 to monitor the performance of the CEO, the members of the ExCom, SLT and key officers
of the Company, zones and business units and evaluate results vs. stated targets;

 to ensure that all relevant information on compensation at all levels of the Company will
be made available to the Board;

 to evaluate and benchmark compensation in the different functions, zones and business
units. This exercise should be done internally and against other similar corporations using
amongst others the Hay methodology;

 to submit for approval to the Board the Company’s overall remuneration policies for non-
executive directors and management, including variable remuneration and long-term
incentives, whether or not stock-related, and target setting, to be submitted, where
required, for approval to the Shareholders Meeting;

 to submit for approval to the Board the individual remuneration packages of non-executive
directors, the CEO, ExCom and the SLT (upon the recommendation of the CEO), including
but not limited to salary, variable remuneration and long-term incentives and targets, as
well as any arrangements relating to severance payable upon termination of the CEO and
of the members of the ExCom and of the SLT (upon the recommendation of the CEO);
and

 to prepare and submit for approval to the Board the annual remuneration report, to be
included in the annual report and submitted for approval to the ordinary Shareholders
Meeting.

7.2 Nomination Committee

7.2.1 Mission

The Nomination Committee’s principle role is to guide the Board succession process and assist
the Board in safeguarding the enduring greatness of AB InBev. It ensures that the Board is
comprised of directors that are able and determined to (i) pick the best possible leaders for the
Company and (ii) put the right people in the appropriate managerial positions.

23
The Nomination Committee identifies persons qualified to become independent directors,
consistent with the succession criteria below, and recommends any director candidates for
nomination by the Board and appointment by the Shareholders’ Meeting.

The Nomination Committee will also guide the Board with respect to all its decisions relating
to the appointment and retention of key talent within the Company, ensuring that:

 the Company has exceptional people who occupy appropriate positions and who are
incentivised to achieve exceptional performance;

 the Company develops successors for all key positions;

 the Company nurtures a culture of ownership, simplicity, efficiency, high ethical standards
and the permanent quest to improve results; and

 individual targets are established to align the interests of all employees with the
Company’s goals and objectives set by the Board.

7.2.2 Nomination criteria for Board members

As the gatekeeper to the Board, the Nomination Committee will ensure that directors joining
the Board share the Company’s dream not only in its current interpretation, but also in its
underlying vision of enduring greatness and of building the preeminent consumer goods
Company of the 21st century.

All active and prospective directors must live by the following five Board principles.

(1) Ensuring the Company’s enduring greatness is the Board’s overarching purpose.

(2) The Board is the guardian of the Company’s culture that manifests itself in AB InBev’s
10 principles. The Board itself adheres to the 10 principles.

(3) The Company’s executives are partners of the shareholders and the Board. They are not
merely employees.

(4) AB InBev has a culture of mutual respect and trust. Directors speak up, listen and come
back constructively. They are transparent, honest and candid. They hold no grudges.
There is no room for politics or hidden agendas around the Board table.

(5) The Board nominates successors that are as good as or better than the outgoing
directors.

The Board members must have the right mix of skill and experience. Therefore, more
conventional recruitment criteria for directors such as experience, executive position, functional
expertise, reputation and public visibility are also relevant.

7.2.3 Composition and functioning

The Nomination Committee shall consist of six members appointed by the Board, all of whom
will be non-executive directors. These members shall include the Chairperson and the
chairperson of the Remuneration Committee. Four of the six Nomination Committee members
shall be representatives of the Reference Shareholder.

Although the 2020 Belgian Corporate Governance Code recommends that the Nomination
Committee should consist of a majority of independent directors, the Board considers that the

24
composition of the Nomination Committee - exclusively comprising non-executive directors
who are independent of management and free of any business or other relationship which could
materially interfere with the exercise of their independent judgment - is appropriate given the
specificities of the Company, including its shareholders structure.

The Nomination Committee will be chaired by the chairperson of the Remuneration Committee.
It decides by simple majority.

The CEO, the Chief People Officer and the Chief Legal & Corporate Affairs Officer shall be
invited ex officio to the Nomination Committee meetings unless explicitly decided otherwise.
The Chief People Officer will act as secretary to the Nomination Committee.

The Nomination Committee shall meet at least 2 times per year and more if required and is
convened by its chairperson or at the request of at least 2 of its members. The Nomination
Committee shall hold at least one of its physical meetings in Belgium. The secretary to the
Nomination Committee drafts minutes of each meeting reflecting the issues which were
discussed, the decisions which were taken and, if any, the reservations which were voiced by
dissenting directors. The minutes will be approved by the chairperson of the Nomination
Committee and subsequently by the Nomination Committee during its next regularly scheduled
meeting.

The chairperson of the Nomination Committee shall report to the Board following each meeting
of the Nomination Committee on the principal matters reviewed or approved by the Nomination
Committee and its recommendations regarding actions to be taken by or decisions to be
approved by the Board.

The Nomination Committee has the authority to retain and terminate any search firm to be used
in assisting with the identification of director candidates or executives, including authority to
approve the search firm’s fees and other retention terms. It is also authorised to obtain
independent advice, including legal advice, from internal or external advisers.

7.2.4 Powers and responsibilities

a) With respect to the composition and functioning of the Board and its committees

In addition to guiding the Board succession process, the responsibilities of the Nomination
Committee include the following:

 to make recommendations regarding the overall composition, diversity, organisation,

structure and operations of the Board and its committees, in line with the Articles of
Association;

 to recommend to the Board from time to time updated criteria for the selection of new
directors;

 to recommend on-going qualification standards for directors, including standards for

determining director independence and criteria for the evaluation of director performance;

 to develop, recommend and implement the processes for the annual evaluation of the
performance and effectiveness of the Board, its committees and each individual director;

 to annually assess the contribution and performance of all directors;

 to recommend the functions and monitor the operations of the Board committees;

25
 to recommend criteria for committee membership and the appointment and removal of
committee members and chairs;

 to recommend candidates for the position of Chairperson of the Board, and investigate,
review and evaluate the qualifications of candidates for Chairperson;

 to prepare succession planning and re-appointment process; and

 to oversee and make recommendations regarding matters of corporate governance,

including induction of new directors and continuing education of directors.

b) With respect to appointment and retention of key talent within the Company

The responsibilities of the Nomination Committee include the following:

 to submit for approval to the Board the appointment of the CEO and of the members of the
ExCom and the SLT (upon the recommendation of the CEO);

 to monitor the careers and succession planning of the members of the ExCom and the SLT
and of high-potential executives and to promote retention of key talents;

 to monitor the global trainee program results in terms of recruiting during the year, career
progress of global trainees recruited in previous years, overall assessment of the program
results vs. stated objectives, and the organisation of trainings to promote diversity and
leadership;

 to discuss diversity and inclusive workplace, culture, quality of the employees, and training
needs;

 to review the annual performance of the top 100 to 150 executives of the Company and
their successors;

 to review the Company’s needs for employees and guarantee the existence of management
depth for expansion and succession; and

 to approve all external hiring of key executives.

7.3 Finance Committee

7.3.1 Composition and functioning

The Finance Committee shall consist of at least three but not more than seven members
appointed by the Board, all of whom shall be non-executive directors. The Board shall appoint
a chairperson and if deemed appropriate, a vice-chairperson from among the Finance
Committee members.

The Chairperson is a permanent invitee to the Finance Committee meetings. The CEO and CFO
are also invited ex officio to the Finance Committee meetings unless specifically decided
otherwise. Other Company employees are invited on an ad hoc basis as appropriate.

The Finance Committee shall meet at least four times a year and as often as otherwise deemed
necessary by its chairperson or at least two of its members. In case of urgency meetings can
take place by means of a conference call or similar communications equipment by means of
which all persons participating in the meeting can hear each other. A summary of the Finance

26
Committee’s deliberations and its recommendations shall be transmitted promptly to the Board.
The CFO will act as secretary to the Finance Committee. The Finance Committee will hold at
least one of its physical meetings each year in Belgium.

7.3.2 Powers and responsibilities

The Finance Committee assists the Board in fulfilling its oversight responsibilities in the areas
of corporate finance, risk management, treasury controls, mergers and acquisitions, tax and
legal, pension plans, financial communication and stock market policies and all other related
areas as deemed appropriate.

The members of the Finance Committee, individually or collectively, are entitled to receive all
information needed to accomplish their tasks as defined hereunder and are authorised to request
such information from any Company employee. They are also, authorised after having informed
the chairperson of the Finance Committee, to obtain independent professional advice including
legal counsel. They are entitled to request the necessary financial resources needed to obtain
such advice.

In particular the Finance Committee will focus its attention on the following responsibilities:

 to maintain an optimal capital structure resulting in a combination of the lowest possible

cost of capital and maximum flexibility to support the Company’s strategic objectives as
set by the Board, while assuring that the financial independence of the Company is at no
point put into jeopardy;

 to review and recommend the Board to approve the Company’s annual pay-out (e.g.
payment of dividends, share buy backs);

 to review the Company’s borrowing policies and monitor their implementation;

 to review and monitor the Company’s cash and liquidity;

 to review and monitor the Company’s mergers and acquisitions process, to review the
capacity for potential transactions and to undertake the appropriate financial impact
analyses of transactions which are to be brought to the attention of the Board;

 to periodically review the Company’s policies, systems and procedures in relation to

currencies, interest rates, derivatives, hedging, commodities and sourcing, supply security,
credit limits, and bank guarantees;

 to periodically review and improve the Company’s tax structure;

 to assist the Board in ensuring that the Company communicates effectively with the
financial community;

 to approve unplanned capital expenditures to the extent delegated by the Board; and

 to approve financial transactions and financial commitments to the extent delegated by the
Board.

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7.4 Audit Committee

7.4.1 Composition and functioning

The Board shall appoint the chairperson and the members of the Audit Committee from among
the non-executive directors. The Audit Committee shall have minimum three and maximum
five voting members. A majority of the voting members of the Audit Committee are
independent directors as defined in section 4.2.3 of this Charter and all of them are independent
as defined in Rule 10A-3(b)(1)(ii) under the U.S. Securities Exchange Act of 1934, as amended.

The Board may appoint one or more non-executive directors who are a representative of an
affiliate of the Company to the position of non-voting observer on the Audit Committee. Any
such non-voting observer shall not be eligible to serve as chairperson of the Audit Committee.

All members of the Audit Committee will have sufficient financial expertise to fulfil their role
effectively. The chairperson of the Audit Committee will not be the Chairperson. He or she will
have extensive experience in accounting and audit matters and be independent as defined in this
Charter. The CEO, CFO and Chief Legal & Corporate Affairs Officer will be invited to the
meetings of the Audit Committee, unless the chairperson of the Audit Committee or a majority
of the members decide to meet in closed session.

The Audit Committee shall hold as many meetings as necessary, with a minimum of four a
year. In case of urgency, or other reasons, meetings can take place by conference call or similar
communications equipment by means of which all persons participating in the meeting can hear
each other. The Audit Committee will hold at least one of the physical meetings each year in
Belgium. The Audit Committee meets separately periodically with management, the head of
corporate audit and the statutory auditor of the Company to discuss matters that the Audit
Committee or any of these persons or firms believes should be discussed privately.

Decisions of the Audit Committee shall be taken by a majority of the votes cast. In case of
equality of votes, the chairperson of the Audit Committee shall have a casting vote.

The head of corporate audit will act as secretary, within the rules the Audit Committee has
established. Meeting agendas will be prepared and provided in advance to members, along with
appropriate briefing materials. A summary of the Audit Committee’s deliberations and
recommendations shall be transmitted promptly to the Board, and will be documented in the
minutes.

7.4.2 Powers and responsibilities

The Audit Committee shall assist the Board in its responsibility for oversight of (1) the integrity
of the Company’s financial statements, (2) the Company’s compliance with legal and regulatory
requirements, (3) the statutory auditor’s qualification and independence, and (4) the
performance of the statutory auditor and the Company’s risk management function. The Audit
Committee is entitled to review information on any point it wishes to verify, and is authorised
to acquire such information from any Company employee. It is also authorised to obtain
independent advice, including legal advice, if this is necessary for an inquiry into any matter
under its responsibility. It is entitled to call on the resources that will be needed for this task. It
is entitled to receive reports directly from the statutory auditor, including reports with
recommendations on how to improve the Company’s control processes.

The Audit Committee does not have direct responsibility for financial reporting by AmBev and
other consolidated subsidiaries where, from a corporate governance perspective, financial

28
oversight is provided by independent corporate bodies that do not report directly to the
Company or the Board.

The policies and procedures of the Audit Committee shall remain flexible to allow it to respond
in a timely way to the needs of a professional environment in constant change. In particular the
Audit Committee is responsible for the following:

a) With respect to the audit of the affairs of the Company

In relation to the statutory auditor

 to present recommendations to the Board and (to the fullest extent permitted by law)
exercise delegated authority on behalf of the Board with respect to the appointment of the
statutory (or any other) auditor, and the scope of his mandate (while subsequently
authorising the fee, and supervising all matters relating to the assessment and rotation of
audit partners and any change of auditor);

 to discuss (i) significant adjustments after audit and (ii) any questions that the statutory
auditor wishes to raise in the absence of members of management;

 to oversee the work of the statutory auditor (including the resolution of disagreements
between management and the statutory auditor regarding financial reporting);

 to ensure that the statutory auditor prepares and delivers annually an audit report (it being
understood that the statutory auditor is responsible for the accuracy and completeness of
this report), and to discuss with the statutory auditor any relationships or services disclosed
in this report that may impact the quality of audit services or the objectivity and
independence of the Company’s statutory auditor;

 to obtain from the statutory auditor in connection with any audit a timely report relating to
the Company’s annual audited financial statements describing all critical accounting
policies and practices used, all alternative treatments of financial information within
generally accepted accounting principles that have been discussed with management,
ramifications of the use of such alternative disclosures and treatments, and the treatment
preferred by the statutory auditor and management, and any material written
communications between the statutory auditor and management;

 to review and monitor the statutory auditor’s independence and to discuss with him or her
the threats to independence and applicable safeguards, and to establish clear policies in
relation to the hiring of persons who are employees or former employees of the statutory
auditor;

 to establish policies regarding the provision of non-audit services and to pre-approve

permissible non-audit services;

 to obtain and review, at least annually, a report from the statutory auditor describing (i) the
statutory auditor’s internal quality-control procedures, (ii) any material issues raised by the
most recent internal quality-control review or peer review of the statutory auditor or by
any inquiry or investigation by governmental or professional authorities, within the
preceding five years, respecting one or more statutory or other independent audits carried
out by the statutory auditor, and any steps taken to deal with such issues, and (iii) all
relationships between the statutory auditor and the Company;

 to inform the Board of the outcome of the statutory audit;

29
In relation to the internal auditors (risk management team)

 to review the appointment and replacement of the head of corporate audit;

 to ensure the independence within the Company of the head of corporate audit and his or
her team;

 to define, subject to the Board’s approval, the structure of the internal risk management
team, its operating budget and the annual scheduling of audits;

 to analyse the comments and proposals of the head of corporate audit relating to the internal
risk management program, as well as management feedback on how the program is
working;

 to analyse the difficulties met by the head of risk management and his or her team in
executing their mandate, including any sustained obstruction or problem in accessing the
information required;

 to analyse, together with the head of corporate audit, the way the Company’s auditors, both
internal and external, work together so as to cover all alternatives, avoid redundant tasks
and make an efficient use of auditing resources;

In relation to both internal auditors (internal risk management team) and statutory auditor

 to analyse and discuss with them at least once a year:

o the scope of the annual audit;

o any significant matters arising from any audit, including any audit problems or
difficulties relating to the Company’s financial statements or internal control over
financial reporting;

o any difficulties the statutory auditor encountered in the course of the audit, including
any restrictions on its activities or access to information requested by it and any
significant disagreements with management;

o any “management” or “internal control” letter issued, or proposed to be issued, by

the statutory auditors to the Company;

 to review all significant reports to management prepared by the external or internal

auditors and management’s responses thereto;

 to make recommendations to the Board with regard to the carrying out of specific audits
or studies;

b) With respect to the Financial Reporting

 to monitor, discuss and review:

o the integrity of the financial information provided by the Company, in particular by

reviewing the relevance and consistency of the accounting principles used;

30
 o legal and regulatory issues that could have an impact on the annual financial
statements;

o all financial information about to be published. The review involves assessing the
correctness, completeness and consistency of financial information;

o any major issues regarding accounting principles and financial statement

presentation, including any significant changes in the Company’s selection or
application of accounting principles, and major issues as to the adequacy of the
Company’s internal controls and any special audit steps adopted in light of material
control deficiencies;

o analyses prepared by management and/or the statutory auditor setting forth

significant financial reporting issues and judgments made in connection with the
preparation of the financial statements, including analyses of the effects of
alternative methods permitted by IFRS on the financial statements;

o methods used to account for significant and unusual transactions where the
accounting treatment may be open to different approaches. Particular attention
should be paid to both the existence of and the justification for any activity carried
out by the Company by offshore centres and or through special purpose vehicles;
and

o the effect of regulatory and accounting initiatives, as well as off balance sheet
structures, on the financial statements of the Company.

 to review related party transactions of the Company within the meaning of article 7:97 of
the BCC (e.g. transactions with a controlling shareholder of the Company) and to prepare
a report to the Board in accordance with this provision;

 to meet periodically with management and with the statutory auditor to review and discuss,
prior to publication, the Company’s annual audited financial statements and any interim
financial statements, including the Company’s specific disclosures in its operating and
financial review; and

 to discuss generally the Company’s earnings press releases, as well as financial

information and earnings guidance, if any, provided to analysts and rating agencies.

c) With respect to the compliance program, the legal and regulatory affairs and the
environmental and social responsibilities of the Company

 to discuss with the Chief Legal & Corporate Affairs Officer and the head of corporate audit

o the operation of the Company’s global compliance program, in particular

compliance with the Company’s Code of Business Conduct, including the Code of
Dealing, and the results of any compliance reviews or reports submitted through the
whistleblowing platform;

o any significant legal, compliance or regulatory matters that may have a material
effect on the financial statements or the Company’s business or compliance policies,
including material notices to or inquiries received from governmental agencies;

31
 o any violation of law; and

o sustainability issues and performance in the areas of responsible drinking,

environment and community and human rights issues;

d) With respect to the risk management and internal controls within the Company

 to analyse business risks;

 to review with the Company’s CEO and CFO as to the existence of any significant
deficiencies or material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the Company’s ability
to record, process, summarise and report financial information, and as to the existence of
any fraud, whether or not material, that involves management or other employees who
have a significant role in the Company’s internal control over financial reporting; and

 to discuss guidelines and policies governing the process by which senior management of
the Company and the relevant departments of the Company assess and manage the
Company’s exposure to risk, and to discuss the Company’s major financial, cybersecurity
and data privacy risk exposures and the steps management has taken to monitor and control
such exposures;

e) With respect to procedures for complaints

 to ensure procedures are established for the receipt, retention and treatment of complaints
received by the Company regarding general compliance, accounting, internal accounting
controls or auditing matters, and for the confidential, anonymous submission by Company
employees of concerns regarding questionable compliance issues, human rights issues,
environmental issues, accounting or auditing matters;

 to ensure that arrangements are put in place whereby (i) staff may raise complaints that
could be escalated to the chairperson of the Audit Committee, as the case may be; and (ii)
complaints give rise to proportionate and independent investigation and appropriate
follow-up actions.

8. Code of Business Conduct and Code of Dealing

8.1 Business integrity and ethics

The location of AB InBev’s affiliates in countries having a broad range of legal cultures and
business practices necessitates a clear set of guidelines for all AB InBev employees across the
world, in terms of their ethical behaviour.

In achieving its business objectives, AB InBev emphasises the adherence to the highest
standards of business integrity and ethics, as well as the respect of and compliance with all
applicable national and supra-national laws and regulations.

At the core of AB InBev’s company policy in this respect is a code of business conduct (the
Code of Business Conduct). Its precepts should be self-evident to anyone with an
understanding of right and wrong and must be the context in which all business decisions are
made.

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8.1.1 Statement of policy

It is AB InBev’s policy that its directors, officers and employees strictly comply with all
applicable laws and regulations.

No Company official has the authority to require any action that would violate this policy. This
policy and the Code of Business Conduct are not subject to any waivers or exceptions because
of competitive or commercial demands, industry customs or other exigencies.

8.1.2 Compliance with laws

Relationships with customers, suppliers, competitors, employees and governmental bodies and
officials are to be based on compliance with all applicable laws and regulations.

In particular, all AB InBev employees must understand the extent to which anti-trust and
competition laws affect their daily work. All affected employees must fully comply at all times
with all applicable anti-trust and competition laws.

8.1.3 Honest and ethical conduct

All AB InBev employees must be honest, objective and diligent in the performance of their
duties and responsibilities. They are trusted by the Company to exhibit loyalty in all matters
pertaining to AB InBev’s affairs and not to partake knowingly in any illegal or improper
activity.

Every AB InBev employee shall encourage consumers to drink responsibly.

8.1.4 Books, records and controls

It is essential that the integrity, accuracy and reliability of AB InBev’s books, records and
financial statements be maintained.

No transaction shall be entered into with the intention of it being documented or recorded in a
deceptive manner. No false or artificial documentation or book entry shall be made for any
transaction.

Similarly, all funds, assets and transactions must be disclosed and recorded in the appropriate
books and accounted for properly and punctually.

In addition to being elements of AB InBev’s Code of Business Conduct, these principles are
also elements of the United States Foreign Corrupt Practices Act (the FCPA). The FCPA
requires AB InBev, its employees and majority-owned subsidiaries to keep accurate books,
records and accounts, which in reasonable detail, accurately and fairly reflect the transactions
and dispositions of AB InBev’s assets, and to maintain a system of effective internal controls.

8.1.5 Gifts & political contributions

The giving of gifts or favours in an effort to sell products or services or to influence business,
labour or governmental decision-making is strictly prohibited. Small amounts for
entertainment, gifts or gratuities consistent with applicable laws and policies in the country
where they are given are not affected by the above-mentioned principle, provided they are
recorded accurately in the Company’s books.

Any direct or indirect contribution in excess of USD 20,000 by AB InBev to any political party,
committee or candidate for public office is strictly forbidden, even if permitted by local

33
regulations, unless the formal approval of AB InBev’s Board or other exception to ensure
compliance with applicable law has been obtained in advance. Any such contribution below
USD 20,000 requires prior approval from an internal Compliance Committee.

The Code of Business Conduct is supplemented by an anti-corruption policy (the Global Anti-
Corruption Policy), which defines employee’s responsibilities under the FCPA, the UK Bribery
Act and other laws relating to bribery and corruption. It states clearly that AB InBev’s
employees are strictly prohibited from, either directly or indirectly, offering, promising,
authorising or giving anything of value to any official or employee of a government entity with
the aim of obtaining or retaining business or influencing business or governmental decision-
making in connection with AB InBev’s commercial activities.

8.1.6 Human rights

AB InBev’s human rights policy (the Human Rights Policy) sets out standards, expectations,
and commitments in relation to our responsibility to respect human rights. In addition to our
own operations, the Company is committed to upholding high standards of responsible
behaviour amongst our business partners, including our suppliers, through our responsible
sourcing policy (the Responsible Sourcing Policy).

In those situations where there is no law or regulation covering a particular situation or where
conflicts exist between the Company’s policies and such laws and regulations, we endeavour
to operate in accordance with the principles of these policies, while continuing to comply with
the laws and regulations of our host country. Should there be differences between the content
of these policies and national laws or other applicable standards, the more stringent
requirements apply.

8.1.7 Enforcement

All Managers are responsible for the enforcement of and compliance with the Code of Business
Conduct, including its distribution and for ensuring that the Company’s employees have
sufficient knowledge thereof and comply with it adequately. Designated employees will be
required periodically to certify compliance with the Code.

No Manager or individual has the authority to permit any exceptions to this Code.

AB InBev employees are encouraged to report any activity that they believe is or might be a
violation of laws/regulations or the Code of Business Conduct. The usual person to whom to
report such compliance offenses is a person’s direct line manager. However, in circumstances
where the employee believes that reporting suspected violations or raising compliance
questions with a direct supervisor is inappropriate, AB InBev has made available a whistle-
blowing system, which is administered by an independent third party and allows employees to
voice concerns or complaints confidentially, and if so desired anonymously, via a compliance
helpline.

A comprehensive whistle-blowing policy sets out the process for treatment of complaints and
the rights and obligations of reporting or accused employees. Employees will not be subject to
retaliation or penalties of any kind for reporting in good faith a suspected violation to the
Company.

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8.2 Transactions in Shares of the Company

The Code of Dealing requires that all employees, and particularly the members of the Board,
ExCom or of the SLT maintain the confidentiality of inside information that they may have or
be thought to have and do not abuse, nor place themselves under suspicion of abusing such
insider knowledge, especially in periods leading up to an announcement of financial results or
of price-sensitive events or decisions.

The Code of Dealing prohibits dealing in any Shares of the Company on considerations of a
short-term nature. Generally, any purchase or sale within a period of six months after having
sold or purchased Shares will be considered a deal on considerations of a short-term nature.

The Code of Dealing also prohibits dealing in any Shares during a closed period by i.a. members
of the Board and members of the ExCom, i.e., each period of 30 calendar days preceding any
results announcement of the Company.

Before dealing in any share of the Company, members of the Board and members of the ExCom
or SLT must obtain clearance in accordance with the procedure set forth in the Code of Dealing.

In accordance with market abuse rules, AB InBev establishes and maintains lists of insiders
when required. In addition, members of the ExCom and of the Board notify all their trades to
the Belgian Financial Services and Markets Authority (FSMA), which publishes these
notifications on its website.

35