AB InBev – Annual Report 2022  1 
 
Annual Report 2022  
Corporate Governance Statement

AB InBev – Annual Report 2022  2 
 
1. Introduction 
1.1. The Belgian Code on Corporate Governance 
The corporate governance practices of Anheuser-Busch InBev are reflected in its Corporate Governance Charter,  
which is available on https://www.ab-inbev.com/investors/corporate-governance/corporate-governance-documents.html. 
The Charter is regularly updated. 
Anheuser-Busch InBev is a company incorporated under Belgian law with a primary listing on Euronext Brussels (Euronext: 
ABI) and with secondary listings on the Mexico Stock Exchange (MEXBOL: ANB) and the Johannesburg Stock Exchange 
(JSE: ANH) (ISIN: BE0974293251) and with American Depositary Shares (“ADSs”) listed on the New York Stock Exchange. 
As a Belgian company with a primary listing on Euronext Brussels, Anheuser-Busch InBev adheres to the principles and 
provisions of the 2020 Belgian Corporate Governance Code (www.corporategovernancecommittee.be) (“the Corporate 
Governance Code”), taking into account its specific status as a multinational group with secondary listings in Mexico and 
Johannesburg and with ADSs listed in New York.  
In line with AB InBev’s specific shareholding structure and the global nature of its operations, the company has departed in 
2022 from the following soft-law principles of the Corporate Governance Code: 
Principle 4.19 of the Corporate Governance Code: “the Board should set up a nomination committee with the 
majority of its members comprising independent non-executive board members” - The Board of Directors appoints 
the chairman and members of the Nomination Committee from among the directors. As the committee is composed 
exclusively of non-executive directors who are independent of management and free from any business relationship that 
could materially interfere with the exercise of their independent judgment, the Board considers that the composition of this 
committee achieves the aim of Principle 4.19 of the Corporate Governance Code. 
Principle 7.6 of the Corporate Governance Code: “A non-executive board member should receive part of their 
remuneration in the form of shares in the company. These shares should be held until at least one year after the 
non-executive board member leaves the board and at least three years after the moment of award. However, no 
stock options should be granted to non-executive board members” - The share-based component of the directors’ 
remuneration is paid in the form of Restricted Stock Units. Such Restricted Stock Units vest after five years and, upon 
vesting, entitle their holders to one AB InBev share per Restricted Stock Unit (subject to any applicable withholdings). The 
shares delivered to directors upon vesting of the Restricted Stock Units are not subject to a lock-up of three years after the 
date of delivery and one year after the date of departure of the relevant director. However, the Board considers that the five-
year vesting period of the Restricted Stock Units fosters a sustainable and long-term commitment of the directors to 
shareholder value creation that addresses the goal of Principle 7.6 of the Corporate Governance Code. 
1.2. New York Stock Exchange Listing 
Further to the New York Stock Exchange listing of ADSs representing ordinary shares of AB InBev, the New York Stock 
Exchange Corporate Governance rules for Foreign Private Issuers are applicable to the company. AB InBev has also 
registered under the US Securities and Exchange Act of 1934, as amended. As a result, it is also subject to the US Sarbanes-
Oxley Act of 2002 and to certain US Securities laws and regulations relating to corporate governance. 
1.3. Specific Corporate Governance initiatives 
1.3.1. FOSTERING ETHICAL CONDUCT 
The Board of Directors and management of AB InBev are committed to promoting and maintaining the highest standards of 
ethical behavior and transparency. This guides everything that AB InBev does as an organization, and serves as its 
foundation for creating a future with more cheers.   
AB InBev has established ethical rules and internal codes and policies to reinforce this commitment. The Code of Business 
Conduct sets out the ethical standards which all colleagues around the world are expected to adhere to and provides 
guidance for interactions with third parties. It requires colleagues to comply with all applicable laws, disclose any relevant 
conflicts of interests, to act in the best interests of the company, and conduct all dealings in an honest and ethical manner. 
It covers confidentiality of information, limits on offering or accepting gifts or entertainment, and the appropriate use of the 
company’s property. The Code of Business Conduct includes policies which define colleagues’ responsibilities and expected

AB InBev – Annual Report 2022  3 
 
behavior, and includes the Global Anti-Corruption, Human Rights, Digital Ethics & Data Privacy, Anti-Harassment and Anti-
Discrimination, and Conflict of Interest Policies. As an example, the Global Anti-Corruption Policy states that AB InBev’s 
employees are strictly prohibited from, either directly or indirectly, giving, offering, promising, or authorizing anything of 
value, to anyone with the intent to exert improper influence or inducement, secure an improper commercial advantage for 
the company, or serve as a reward for past improper conduct.   
In line with this commitment to integrity, AB InBev encourages its colleagues and third parties to speak up through a global 
whistle-blowing system. This system provides a simple, secure, confidential and, if desired, anonymous manner to raise 
concerns or report actual or suspected violations of law or policies. The company also uses technology and its BrewRIGHT 
and Lighthouse digital risk analytics systems to proactively monitor risk and potential violations of policy.  
1.3.2. DEMONSTRATING COMMITMENT TO SHAREHOLDER COMMUNICATION 
AB InBev is committed to creating value for its 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, half-yearly reports, ESG reports, quarterly statements, financial results 
announcements, 
briefings, 
and 
a 
section 
that 
is 
dedicated 
to 
investors 
on 
the 
AB 
InBev 
website  
(www.ab-inbev.com/investors.html).   
AB InBev recognizes that a commitment to 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 promote full, consistent and timely disclosure of company activities. 
1.3.3. UPHOLDING SHAREHOLDER RIGHTS 
Prior to the annual shareholders’ meeting, shareholders are invited to submit any questions they have for the Chairman or 
the CEO for discussion during the meeting. 
The agenda for the shareholders’ meeting and all related documents are also posted on the AB InBev website at least 30 
days in advance of any shareholders’ meeting. Shareholders have the right to vote on various resolutions related to company 
matters. If they are unable to attend a meeting, they can submit their votes by mail or appoint a proxy. Minutes of the 
meetings and results of the votes are posted on the AB InBev website shortly after the meeting (www.ab-
inbev.com/investors/corporate-governance/shareholder-meetings.html). 
The convening notice for the upcoming annual shareholders’ meeting to be held on 26 April 2023 will be published on 24 
March 2023 and will contain further information on the format of the meeting and modalities for participation.  
1.3.4. PREVENTING THE ABUSE OF INSIDE INFORMATION 
The company’s Code of Dealing is applicable to all members of the Board of Directors, all members of senior management,  
all employees and certain associated persons. The Code of Dealing aims to prevent the abuse of inside information, 
especially in periods leading up to price-sensitive events or decisions or announcement of financial results. 
The Code of Dealing prohibits dealing in the company’s securities by certain persons during any closed period, e.g. a period 
of 30 days preceding any results announcement of the company. In addition, before dealing in any securities of the company, 
members of the Board of Directors, certain members of senior leadership, including all members of the Senior Leadership 
Team, and certain associated persons must obtain clearance in accordance with the procedure set forth in the Code of 
Dealing.  
Compliance with the Code of Dealing is reinforced and monitored through the company’s Compliance Program.  
In accordance with EU Regulation 596/2014 on market abuse (MAR), the company establishes lists of insiders when 
required. In addition, pursuant to the same regulation, (i) members of the Executive Committee (ExCom) and (ii) members 
of the Board of Directors notify their trades (above a 5,000 Euro yearly threshold) to the company and to the Belgian Financial 
Services and Markets Authority (FSMA), which publishes these notifications on its website.

AB InBev – Annual Report 2022  4 
 
1.3.5. CORPORATE SOCIAL RESPONSIBILITY  
AB InBev’s Purpose is to dream big to create a future with more cheers. Corporate social responsibility and sustainability 
are central to the company’s culture and embedded in the way it does business.  
In accordance with article 3:6, §4 and article 3:32, §2 of the Belgian Code of Companies and Associations (the “Belgian 
Companies Code”), which implement Directive 2014/95/EU of 22 October 2014 amending Directive 2013/34/EU as regards 
disclosure of non-financial and diversity information by certain large undertakings and groups, AB InBev has included in its 
2022 Environmental Social and Governance (ESG) Report a non-financial statement reporting on corporate social 
responsibility matters. The 2022 ESG Report constitutes an annex to this Annual Report. 
1.3.6. DIVERSITY, EQUITY & INCLUSION 
The company strives to make AB InBev a community where everyone feels included and respected. The company believes 
that a diverse team improves the quality of decision-making, and ultimately improves overall performance.  
Diversity, Equity & Inclusion (DEI) is a global priority for AB InBev’s Senior Leadership Team (SLT), as they are important 
enablers of the success of the company and its people. Launched by AB InBev in 2020, the Global Diversity, Equity & 
Inclusion Council is chaired by the CEO and includes a diverse group of representative leaders from zones and functions. 
The Council is dedicated to collaborating on impactful decisions and championing DEI at the highest levels of the 
organization. 
The company believes that its greatest strength is its diverse team of people and that its people should feel comfortable 
being their authentic selves at work every day, regardless of their personal characteristics or social identities, such as race 
and ethnicity, nationality, gender, identity, sexual orientation, age, abilities, socioeconomic status, and religion etc. A diverse 
and inclusive workforce better enables the company to understand its equally diverse consumers and stakeholders. This 
resulted in AB InBev’s decision to launch a new Global Diversity, Equity & Inclusion policy in November 2018 as part of the 
company’s Global Code of Business Conduct. The Global Diversity, Equity & Inclusion policy provides additional guidelines 
for cultivating and maintaining a diverse and inclusive culture. In addition, we launched our first Global Parental Policy in 
2018 and updated our Global Policies on Anti-Harassment, Anti-Discrimination and Human Rights in 2019, and introduced 
our Domestic Violence Leave Policy.  
While all of the company’s geographic zones are covered under the global policy, the company acknowledges that there is 
no one-size-fits-all approach to diversity, equity and inclusion. Accordingly, each zone has the flexibility to adapt the policy 
locally to include more information relevant to its local market. We measure colleague sentiment about diversity, equity and 
inclusion in the company’s annual engagement survey. 
AB InBev is proud to have an employee base of 132 nationalities across the business, with 28 nationalities represented on 
the SLT and the senior leadership level directly below the SLT. Two out of 18 members on the SLT are women (same ratio 
as last reporting year). Reference is made to section 4 of this Corporate Governance Statement for a short biography of 
each of the members of the SLT, including their qualifications and background. 
AB InBev continues working to promote all aspects of diversity in its entire senior leadership, with a focus on building a 
diverse talent pipeline, considering the relevant skills, education, experience and background of employees. This strategy 
continues to drive results. For instance, while the representation of women in the SLT and the senior leadership level directly 
below the SLT remained constant compared to last reporting year, the overall representation of women in top leadership 
positions in our company grew by 2 percentage points compared to the last reporting year. 
The process for nominating and selecting candidates for the Board of Directors is described in the Corporate Governance 
Charter of Anheuser-Busch InBev. The company aims to have a balanced and diverse Board primarily considering, among 
other things, the relevant skills, education, experience and background of directors. Currently, five out of 15 Board members 
are women (same ratio as last reporting year). Reference is made to section 2.1 of this Corporate Governance Statement 
for a short biography of each of the members of the Board of Directors, including their qualifications and background, as 
well as for further information on the applicable Belgian legal gender diversity requirements.

AB InBev – Annual Report 2022  5 
 
2. The Board of Directors  
2.1. Structure and composition 
The Board of Directors currently consists of 15 members, all of whom are non-executives.  
The roles and responsibilities of the Board, its composition, structure and organization are described in detail in Anheuser-
Busch InBev’s Corporate Governance Charter. This Corporate Governance Charter includes the criteria that directors must 
satisfy to qualify as independent directors. 
Unless the shareholders’ meeting decides on a shorter term, directors (other than the Restricted Share Directors) are 
appointed for a maximum term of four years, which is renewable. In accordance with article 19.4 (b) of our Articles of 
Association, Restricted Share Directors are appointed for renewable terms ending at the next ordinary shareholders’ meeting 
following their appointment. 
The appointment and renewal of mandates of 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 (e.g., rules 
regarding number of independent directors and directors appointed upon proposal of the AB InBev Reference Shareholder 
and the Restricted Shareholders), and (ii) is subject to approval by the shareholders’ meeting.  
Pursuant to the Articles of Association, the Board is composed as follows, reflecting the Company’s particular shareholder 
structure: 
• 
three directors shall be independent directors appointed by the shareholders’ meeting upon proposal by the Board; 
and 
• 
so long as the Stichting Anheuser-Busch InBev (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, nine 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 holders of Restricted Shares (the Restricted Shareholders) (together with their Affiliates, any of their 
respective Successors and/or Successors' Affiliates) own in aggregate: 
− 
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); 
− 
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; 
− 
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 
− 
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 director nomination rights. Affiliates 
and Successors have the meaning set out in the Articles of Association. 
The composition of the Board will be balanced primarily considering the respective skills, education, experience and 
background of each of the Board members.  
AB InBev fully complies with the Belgian Code of Corporate Governance, which recommends that companies have at least 
three independent directors. With a view to further optimizing its composition, we anticipate that a proposal will be made at 
the upcoming annual shareholders’ meeting to be held on 26 April 2023 to revise the above Board composition rules through 
an amendment to the Articles of Association, and to make the corresponding changes to the current Board composition. If 
approved by the shareholders’ meeting, the number of independent directors on the Board will be increased from three to 
four independent directors and the number of directors appointed upon proposal of the Reference Shareholder will decrease 
from nine to eight directors.

AB InBev – Annual Report 2022  6 
 
 
According to the Belgian Companies Code, at least one third of the directors have to be women. As a newly listed company 
having securities admitted to trade on Euronext Brussels on 11 October 2016, AB InBev needed to comply with this gender 
diversity requirement as from 1 January 2022. The company is, however, already compliant with this gender diversity 
requirement since April 2019. Following the appointment of Ms. Sabine Chalmers, Ms. Xiaozhi Liu and Ms. Cecilia Sicupira 
as Board members by the annual shareholders’ meeting of 24 April 2019, the number of women on our Board increased 
from two to five members (out of a total of 15 Board members). AB InBev will continue its efforts towards fostering gender 
diversity on its Board in the coming years.  
At the annual shareholders’ meeting held on 27 April 2022, Mr. Nitin Nohria was appointed as successor to Mr. Roberto 
Thompson Motta for a term of 4 years upon proposal of the Reference Shareholder.  
In addition, the mandates of all three Restricted Share Directors, i.e. Messrs. Martin J. Barrington, William F. Gifford and 
Alejandro Santo Domingo, ended at the annual shareholders’ meeting held on 27 April 2022. In accordance with article 19.4 
(b) of our Articles of Association, their mandates were renewed for a one year term ending at the upcoming annual 
shareholders’ meeting to be held on 26 April 2023.  
The composition of Anheuser-Busch InBev’s Board of Directors at the end of the reporting period is as follows: 
Name 
Date of birth 
Nationality 
Function 
 
Current Term 
started 
Term 
expires 
Independent Directors 
Xiaozhi Liu 
1956,  
German 
Non-Executive Independent director 
 
2019 
2023 
Michele Burns 
1958,  
American 
Non-Executive Independent director 
 
2020 
2024 
Elio Leoni Sceti 
1966,  
Italian 
Non-Executive Independent director  
 
2020 
2024 
Directors upon proposal of the AB InBev Reference Shareholder 
Maria Asuncion 
Aramburuzabala 
1963,  
Mexican 
Non-Executive, Non-Independent director 
 
2020 
2024 
Paul Cornet de 
Ways Ruart 
1968,  
Belgian 
Non-Executive director, nominated by the holders of 
class A Stichting Anheuser-Busch InBev certificates 
 
2020 
2024 
Sabine Chalmers 
1965,  
American 
Non-Executive director, nominated by the holders of 
class A Stichting Anheuser-Busch InBev certificates 
 
2019 
2023 
Grégoire de 
Spoelberch 
1966,  
Belgian 
Non-Executive director, nominated by the holders of 
class A Stichting Anheuser-Busch InBev certificates 
 
2020 
2024 
Alexandre Van 
Damme 
1962,  
Belgian 
Non-Executive director, nominated by the holders of 
class A Stichting Anheuser-Busch InBev certificates 
 
2020 
2024 
Claudio Garcia 
1968,  
Brazilian 
Non-Executive director, nominated by the holders of 
class B Stichting Anheuser-Busch InBev certificates 
 
2019 
2023 
Paulo Lemann 
1968,  
Brazilian 
Non-Executive director, nominated by the holders of 
class B Stichting Anheuser-Busch InBev certificates  
 
2020 
2024 
Nitin Nohria 
1962,  
American 
Non-Executive director, nominated by the holders of 
class B Stichting Anheuser-Busch InBev certificates 
 
2022 
2026 
Cecilia Sicupira 
1981,  
Brazilian 
Non-Executive director, nominated by the holders of 
class B Stichting Anheuser-Busch InBev certificates 
 
2019 
2023 
Directors upon proposal of the Restricted Shareholders (Restricted Share Directors) 
Martin J. Barrington 
1953,  
American 
Non-Executive director, nominated by Altria 
 
2022 
2023 
William F. Gifford 
1970,  
American 
Non-Executive director, nominated by Altria 
 
2022 
2023 
Alejandro Santo 
Domingo 
1977,  
Colombian 
Non-Executive director, nominated by Bevco 
 
2022 
2023 
 
 
Ms. Aramburuzabala is a non-executive member of the Board. Born in 1963, she is a citizen of Mexico and holds a degree 
in Accounting from ITAM (Instituto Tecnológico Autónomo de Mexico). She served as CEO of Tresalia Capital from 1996 to 
2022. She is currently the chairperson of the Boards of Directors of Tresalia Capital, Abilia and Red Universalia. She was 
formerly a member of the Grupo Modelo Board of Directors, and is currently on the Board of Coty.  
Mr. Barrington is a representative of the Restricted Shareholders. Born in 1953, he is an American citizen and graduated 
from The College of Saint Rose with a Bachelor’s Degree in History, and from Albany Law School of Union University with

AB InBev – Annual Report 2022  7 
 
a Juris Doctorate Degree. He is the retired Chairman, Chief Executive Officer and President of Altria Group. During his 25 
years at Altria Group, he served in numerous legal and business roles for Altria and its companies. These include Vice 
Chairman of Altria Group; Executive Vice President and Chief Administrative Officer of Altria Group; Senior Vice President 
and General Counsel of Philip Morris International (a separate public company spun-off from Altria Group in 2008); and 
Senior Vice President and General Counsel of Philip Morris USA. Before joining Altria, Mr. Barrington practiced law in both 
the government and private sectors.  
Ms. Burns is an independent member of the Board. Born in 1958, she is an American citizen and graduated Summa Cum 
Laude from the University of Georgia with a Bachelor’s Degree in Business Administration and a Master’s Degree in 
Accountancy. Ms. Burns was the Chairman and Chief Executive Officer of Mercer LLC from 2006 until 2012. She currently 
serves on the Boards of Directors of The Goldman Sachs Group, Cisco Systems, Etsy and Circle Online Financial, a private 
company. From 2003 until 2013, she served as a director of Wal-Mart Stores. From 2014 until 2018, she served on the 
Board of Alexion Pharmaceuticals. She currently serves on the Advisory Council of the Stanford Center on Longevity at 
Stanford University. Ms. Burns began her career in 1981 at Arthur Andersen, where she became a partner in 1991. In 1999, 
she joined Delta Air Lines, assuming the role of Chief Financial Officer from 2000 to 2004. From 2004 to 2006, Ms. Burns 
served as Chief Financial Officer and Chief Restructuring Officer of Mirant Corporation, an independent power producer. 
From March 2006 until September 2006, Ms. Burns served as the Chief Financial Officer of Marsh and McLennan 
Companies.  
Ms. Chalmers is a representative of the main shareholders (nominated by Eugénie Patri Sébastien S.A., the holder of the 
Class A Stichting certificates). Born in 1965, Ms. Chalmers is an American citizen and holds a Bachelor’s Degree in Law 
from the London School of Economics and is qualified to practice law in England and New York State. Ms. Chalmers is the 
General Counsel and Director of Regulatory Affairs of BT Group plc and is also a member of the Court of Directors of the 
Bank of England. Prior to joining BT, she was the Chief Legal and Corporate Affairs Officer and Secretary to the Board of 
Directors of AB InBev, a role she held from 2005 to 2017. Ms. Chalmers joined AB InBev after 12 years with Diageo plc 
where she held a number of senior legal positions including as General Counsel of the Latin American and North American 
businesses. Prior to Diageo plc, she was an associate at the law firm of Lovell White Durrant in London, specializing in 
mergers and acquisitions.  
Mr. Cornet de Ways Ruart is a representative of the main shareholders (nominated by Eugénie Patri Sébastien S.A., the 
holder of the Class A Stichting certificates). Born in 1968, he is a Belgian citizen and holds a Master’s Degree as a 
Commercial Engineer from the Catholic University of Louvain and an MBA from the University of Chicago. He has attended 
the Master Brewer program at the Catholic University of Louvain. From 2006 to 2011, he worked at Yahoo! and was in 
charge of Corporate Development for Europe before taking on additional responsibilities as Senior Financial Director for 
Audience and Chief of Staff. Prior to joining Yahoo!, Mr. Cornet was Director of Strategy for Orange U.K. and spent seven 
years with McKinsey & Company in London and Palo Alto, California. He is also a non-executive director of EPS, Adrien 
Invest, Floridienne S.A. and several privately held companies.  
Mr. Garcia is a representative of the main shareholders (nominated by BRC S.à.R.L., the holder of the class B Stichting 
certificates). Born in Brazil in 1968, he is a Brazilian citizen and is a graduate from Universidade Estadual do Rio de Janeiro, 
Brazil with a B.A. in Economics. Mr. Garcia interned at Companhia Cervejaria Brahma in 1991 and was employed as a 
Management Trainee in February 1993. From 1993 until 2001, Mr. Garcia worked in several positions in finance, mainly in 
the area of corporate budgeting. In 2001, he started the first Shared Service Center for Ambev and in 2003 he became the 
head of both the Technology and Shared Services operations. Mr. Garcia participated in all M&A integration projects from 
1999 until 2018. In 2005, he was appointed Chief Information and Shared Service Officer for InBev (following the 
combination of Ambev and Interbrew) in Leuven, Belgium. From 2006 to 2014, Mr. Garcia combined the functions of Chief 
People and Technology Officer. From 2014 to January 2018, Mr. Garcia was the Chief People Officer of Anheuser-Busch 
InBev. Mr. Garcia is a board member of Lojas Americanas, the Garcia Family Foundation, Chairman of the Telles Foundation 
and a Trustee at the Chapin School in New York City. 
Mr. Gifford is a representative of the Restricted Shareholders. Born in 1970, he is an American citizen and graduated from 
Virginia Commonwealth University with a Bachelor’s Degree in Accountancy. He serves as Chief Executive Officer of Altria 
Group. Prior to his current position, Mr. Gifford served as Vice Chairman and Chief Financial Officer of Altria Group from 
May 2018 until April 2020 with responsibility for overseeing Altria’s financial functions, core tobacco businesses and sales 
and distribution business. Prior to that he served as Executive Vice President and Chief Financial Officer from March 2015 
until May 2018. Since joining Philip Morris USA, an Altria subsidiary, in 1994, he has served in numerous leadership roles 
including President and Chief Executive Officer of Philip Morris USA and Vice President and Treasurer for Altria, and has 
led various functions including Finance, Strategy and Business Development and Market Information and Consumer 
Research. Prior to joining Philip Morris USA, Mr. Gifford worked at the public accounting firm of Coopers & Lybrand, which 
currently is known as PricewaterhouseCoopers.

AB InBev – Annual Report 2022  8 
 
Mr. Lemann is a representative of the main shareholders (nominated by BRC S.à.R.L., the holder of the class B Stichting 
certificates). Born in Brazil in 1968, he is a Brazilian citizen and graduated from Faculdade Candido Mendes in Rio de 
Janeiro, Brazil with a B.A. in Economics. Mr. Lemann interned at PriceWaterhouse in 1989 and was employed as an Analyst 
at Andersen Consulting from 1990 to 1991. Mr. Lemann also performed equity analysis while at Banco Marka and Dynamo 
Asset Management (both in Rio de Janeiro). From 1997 to 2004, he developed the hedge fund investment group at Tinicum 
Inc., a New York-based investment office that advised the Synergy Fund of Funds, where he served as Portfolio Manager. 
Mr. Lemann is a Founding Partner at Vectis Partners and is a board member of Lojas Americanas, Lemann Foundation and 
Lone Pine Capital.  
Mr. Leoni Sceti is an independent member of the Board. Born in 1966, he is an Italian citizen who lives in the UK. He 
graduated Magna Cum Laude in Economics from LUISS in Rome, where he passed the Dottore Commercialista post-
graduate bar exam. Mr. Leoni Sceti has over 30 years’ experience in the fast-moving consumer goods and media sectors. 
He is Chief Crafter and Chairman of The Craftory, a global investment house for purpose-driven challenger brands in FMCG. 
Mr. Leoni Sceti is Chairman of London-based LSG holdings and an early stage investor in Media & Tech, with over 25 
companies in his portfolio. He is also an independent member of the Board at cocoa and chocolate leader Barry Callebaut 
and is a director at the Kraft Heinz Company. His roles in the non-profit space include being a Trustee and Counsellor at 
One Young World (young leaders from over 190 countries), and Chairman of the U.K. board at Room to Read (promoting 
literacy and gender equality in education, globally). His previous roles included: CEO of Iglo Group - whose brands are Birds 
Eye, Findus & Iglo - until May 2015, when the company was sold to Nomad Foods; Global CEO of EMI Music from 2008 to 
2010; and - prior to EMI - an international career in marketing and senior leadership roles at Procter & Gamble and Reckitt 
Benckiser, where he later was CMO, global head of Innovation and then head of the European operations.  
Dr. Liu is an independent member of the Board. Born in 1956 in China, she is a German citizen and is the founder and CEO 
of ASL Automobile Science & Technology (Shanghai) Co., Ltd. since 2009 and is an independent director of Autoliv and 
Johnson Matthey Plc. Previously, she held various senior executive positions, including Chairman and CEO of Neotek 
(China), Vice-Chairman and CEO of Fuyao Glass Group, Chairman and CEO of General Motors Taiwan, Director of concept 
vehicle for Buick Park Avenue and Cadillac, Vehicle Electronics-Control and Software Integration for GM North America, 
CTO and Chief Engineer of General Motors Greater China Region, and Representative Managing Director of Delphi 
Automotive in Shanghai China. Prior to 1997, she was responsible for Delphi Packard China JV Development, Sales and 
Marketing as well as New Business Development. Besides these executive roles, Dr. Liu also served as an independent 
director of CAEG from 2009 to 2011 and an independent director of Fuyao Glass Group from 2013 to 2019. Dr. Liu has rich 
professional experience covering the areas of general management of enterprises, P&L, technology development, marketing 
and sales, mergers and acquisitions, including in the United States, Europe and China at global Top 500 companies and 
Chinese blue-chip private enterprises. She earned a Ph.D. in Chemical Engineering, a Master’s Degree of Electrical 
Engineering at the University of Erlangen/Nuremberg Germany and a Bachelor’s Degree in Electrical Engineering at Xian 
Jiao Tong University in Xian China. She also attended the Dartmouth Tuck School of Business for Executives.  
Mr. Nohria is a representative of the main shareholders (nominated by BRC S.à.R.L., the holder of the class B Stichting 
certificates). Born in 1962, he is an American citizen and graduated from Massachusetts Institute of Technology with a Ph.D. 
in Management and from the Indian Institute of Technology, Bombay, with a Bachelor of Technology in Chemical 
Engineering. Mr. Nohria started his career as a faculty member of Harvard Business School in 1988 and served as its Dean 
from 2010 to 2020. He is currently a Professor at Harvard Business School and Partner and Executive Chairman of Thrive 
Capital, a venture capital firm. Mr. Nohria also serves on the Boards of Directors of The Bridgespan Group, Mass General 
Brigham, and Rakuten Medical. 
Mr. Santo Domingo is a representative of the Restricted Shareholders. Born in 1977, he is a US, Colombian and Spanish 
citizen and obtained a B.A. in History from Harvard College. He is the Senior Managing Director at Quadrant Capital 
Advisors, Inc. in New York City. He was a member of the Board of SABMiller Plc until 2016, where he was also Vice-
Chairman of SABMiller Plc for Latin America. Mr. Santo Domingo is Chairman of the Board of Bavaria S.A. in Colombia. He 
is Chairman of the Board of Valorem, a company which owns a diverse portfolio of industrial and media assets in Latin 
America. Mr. Santo Domingo is also a director of Life Time Group Holdings, Inc., an owner and operator of fitness centers 
in the United States and Canada, Florida Crystals, the world’s largest sugar refiner, Caracol TV, Colombia’s leading 
broadcaster, El Espectador, a leading Colombian newspaper, and Cine Colombia, Colombia’s leading film distribution and 
movie theatre company. In the non-profit sector, he is Chair of the Wildlife Conservation Society and Fundación Santo 
Domingo. He is also a Member of the Boards of The Metropolitan Museum of Art, The British Museum, DKMS, a foundation 
dedicated to combatting leukemia and blood disorders, WNET, Mount Sinai Health System and Fundación Pies Descalzos, 
a foundation focused on assisting impoverished children in Colombia. He is a member of Harvard University’s Global 
Advisory Council (GAC).  
Ms. Sicupira is a representative of the main shareholders (nominated by BRC S.à.R.L., the holder of the class B Stichting 
certificates). Born in 1981, she is a Brazilian citizen and is a graduate from the American University of Paris with a Bachelor’s

AB InBev – Annual Report 2022  9 
 
Degree in International Business Administration and of Harvard Business School’s Owner/President Management (OPM) 
program. Ms. Sicupira previously served on the board of Lojas Americanas S.A, Ambev S.A., Restaurant Brands 
International and São Carlos Empreendimentos S.A. Ms. Sicupira began her career in 2004 as an analyst within Goldman 
Sachs’ Investment Banking Division covering Latin America. Today she is a director and partner of LTS Investments.  
Mr. de Spoelberch is a representative of the main shareholders (nominated by Eugénie Patri Sébastien S.A., the holder of 
the Class A Stichting certificates). Born in 1966, he is a Belgian citizen and holds an MBA from INSEAD. Mr. de Spoelberch 
is an active private equity shareholder and his recent activities include shared Chief Executive Officer responsibilities for 
Lunch Garden, the leading Belgian self-service restaurant chain. He is a member of the board of several family-owned 
companies, such as Eugénie Patri Sébastien S.A., Verlinvest and Cobehold (Cobepa). He is also an administrator of the 
Baillet-Latour Fund, a foundation that encourages social, cultural, artistic, technical, sporting, educational and philanthropic 
achievements.  
Mr. Van Damme is a representative of the main shareholders (nominated by Eugénie Patri Sébastien S.A., the holder of 
the Class A Stichting certificates). Born in 1962, he is a Belgian citizen and graduated from Solvay Business School, 
Brussels. Mr. Van Damme joined the beer industry early in his career and held various operational positions within Interbrew 
until 1991, including Head of Corporate Planning and Strategy. He has managed several private venture holding companies 
and is currently a director of several family-owned companies such as Patri S.A. (Luxembourg).  
2.2. Functioning 
In 2022, the Board of Anheuser-Busch InBev held ten meetings, most of which were in person meetings. Two of the meetings 
were held in the geographical zones in which the company has operations. On these occasions, the Board was provided 
with a comprehensive briefing of the relevant geographical zone and market, which included an overview of performance, 
key challenges facing the market and the steps being taken to address the challenges. These visits also provided the Board 
members with the opportunity to meet with employees, trainees, consumers, customers and other stakeholders.  
Other major Board agenda items in 2022 included the impact of and response to the Russia-Ukraine war; continued Covid-
19 impact and restrictions; geopolitical and macro-economic developments; the long-range plan (10YP); achievement of 
targets; sales figures and brand health; reporting and budget (1YP); consolidated results; strategic direction; culture and 
people, including diversity, equity & inclusion (DEI) and management succession planning; new and ongoing investment; 
capital market transactions; financial profile and deleveraging; transformation initiatives; external growth and acquisitions; 
marketing strategy; consumer insights; corporate social responsibility and sustainability; risk management and compliance 
as well as discussions on governance and Board succession planning.  
The average attendance rate at Board meetings in 2022 was 98%.  
In 2022, the Board has been assisted by four Committees: the Audit Committee, the Finance Committee, the Remuneration 
Committee and the Nomination Committee.  
As per the date of this report, the composition of the Committees is as follows: 
 
Audit  
Committee 
Nomination 
Committee 
Finance 
Committee 
Remuneration 
Committee 
Maria Asuncion Aramburuzabala 
 
 
 
 
Martin J. Barrington 
Member 
Member 
 
Michele Burns 
Chair 
 
Member 
Member 
Sabine Chalmers 
 
Member 
 
 
Paul Cornet de Ways Ruart 
 
 
Member 
 
Grégoire de Spoelberch 
 
 
Chair 
 
Claudio Garcia 
 
Chair 
 
Chair 
William F. Gifford 
 
 
Member 
 
Paulo Lemann 
 
 
Member 
 
Xiaozhi Liu 
Member 
 
 
 
Nitin Nohria 
 
 
Member 
 
Alejandro Santo Domingo 
 
 
Member 
 
Elio Leoni Sceti 
Member 
 
 
Member 
Cecilia Sicupira 
 
Member 
 
 
Alexandre Van Damme 
 
Member

AB InBev – Annual Report 2022  10 
 
 
AUDIT COMMITTEE 
In accordance with the requirements of the Belgian Companies Code, the Audit Committee is composed exclusively of non-
executive Board members and at least one of its members qualifies as an independent director under Belgian law. In 
addition, Ms. Burns has extensive experience in accounting and audit matters. Reference is made to section 2.1 for a short 
biography and an overview of her qualifications and experience. 
A majority of the voting members of the Audit Committee are independent directors as defined in the company’s Corporate 
Governance Charter and all of them are independent as defined in Rule 10A-3(b)(1)(ii) under the US Securities Exchange 
Act of 1934, as amended. 
In 2022, the Audit Committee met nine times. During its meetings, the Committee reviewed the financial statements of the 
company, the annual report, half-yearly and quarterly statements, as well as related results announcements. The Committee 
also considered issues arising from internal audits conducted by the Internal Audit department and the implementation of 
the company’s Compliance Program. Obligations under the Sarbanes Oxley Act, the review of the independence of the 
external auditor, the company’s data privacy and cybersecurity programs, developments in ESG reporting regulations and 
a quarterly status update of significant litigation were some of the other important topics on the agenda of the Committee in 
2022. The members of the Committee attended all meetings, except for Ms. Burns and Mr. Sceti each of whom was absent 
at one meeting (94% average attendance rate). 
FINANCE COMMITTEE 
The Finance Committee met seven times in 2022. Committee discussions included treasury updates and overall risk 
management strategy including, but not limited to risks related to commodities, interest rates, currencies and liquidity, 
hedging policies, the debt profile and capital structure of the group, pensions and dividends. The members of the Committee 
attended all meetings, except for Ms. Burns, Mr. Cornet and Mr. Nohria each of whom was absent at one meeting and Mr. 
Gifford who was absent at two meetings (91% average attendance rate). 
NOMINATION COMMITTEE 
The Nomination Committee’s principal role is to guide the Board succession process. The Committee identifies persons 
qualified to become Board members and recommends director candidates for nomination by the Board and appointment by 
the shareholders’ meeting.  
The Nomination Committee met six times in 2022. Discussions included the nomination of directors for appointment or 
renewal, Board and Board Committee composition, management targets, the global management trainee program, DEI 
initiatives and progress, and succession planning for key executive functions. The members of the Committee attended all 
meetings (100% average attendance rate). 
REMUNERATION COMMITTEE 
In accordance with the requirements of the Belgian Companies Code, the Remuneration Committee is composed exclusively 
of non-executive Board members and a majority of its members, i.e. Ms. Michele Burns and Mr. Elio Leoni Sceti, qualify as 
independent directors under Belgian law.  
The Remuneration Committee’s principal role is to guide the Board on decisions relating to the remuneration policies for the 
Board, the CEO, the Executive Committee (ExCom) and the Senior Leadership Team (SLT) and on individual remuneration 
packages of directors, the CEO and other members of the ExCom and members of the SLT.  
The Remuneration Committee met eight times in 2022. Discussions included achievement of targets, Executive and Board 
compensation, executive shares, restricted stock units and options schemes, Long Term Incentive grants, new 
compensation models and special incentives. The members of the Committee attended all meetings, except for Mr. Leoni 
Sceti who was absent at one meeting (96% attendance rate).

AB InBev – Annual Report 2022  11 
 
2.3. Evaluation of the Board and its committees  
For each financial year, the Board performs an evaluation of its performance at the initiative of the Chairman. The Board 
discusses the results of this evaluation in executive session in the absence of management. A third party may act as 
facilitator. 
As part of this evaluation process, each director is requested to comment on and evaluate the following topics: 
• 
effectiveness of Board and committee operations (e.g. checking that important issues are suitably prepared and 
discussed, time available for discussion of important policy matters, checking availability and adequacy of pre-
read); 
• 
the qualifications and responsibilities of individual directors (e.g. actual contribution of each director, the director’s 
presence at the meetings and his/her involvement in discussions, impact of changes to the director’s other relevant 
commitments outside the company);  
• 
effectiveness of oversight of management and interaction with management; 
• 
composition and size of the Board and committees. Examples of relevant criteria that are considered include: 
− 
director independence: an affirmative determination as to independence in accordance with the 
independence criteria published in the Corporate Governance Charter. 
− 
other commitments of directors: the outside Board commitments of each director enhance experience and 
perspective of directors, but will be reviewed on a case-by-case basis to ensure that each director can 
devote proper attention to the fulfilment of his oversight responsibilities.  
− 
disqualifying circumstances: certain circumstances may constitute a disqualification for membership on 
the Board (e.g. Board membership of a major supplier, customer or competitor of the company, 
membership of a federal or regional government). Circumstances will be evaluated on a case-by-case 
basis to ensure that directors are not conflicted. 
− 
skills and previous contributions: the company expects that all directors prepare for, attend and participate 
actively and constructively in all meetings; exercise their business judgment in good faith; focus their 
efforts on ensuring that the company’s business is conducted so as to further the interests of the 
shareholders; and become and remain well informed about the company, relevant business and economic 
trends and about the principles and practices of sound Corporate Governance.  
Following review and discussion of the responses, the Chairman of the Board may table proposals to enhance the 
performance or effectiveness of the functioning of the Board. Advice can be requested from a third-party expert.  
The evaluation of the Audit Committee is a recurring agenda item for the Committee and is performed about once a year. 
This evaluation is discussed at a Committee meeting and includes assessment of its planning going forward, the 
appropriateness of the time allocated to its various areas of responsibility, its composition and any areas for improvement. 
Any major action points resulting therefrom are reported to the Board.  
2.4. Certain transactions and other contractual 
relationships  
There are no transactions or other contractual relationships to be reported between the company and its Board members 
that gave rise to conflicting interests as defined in the Belgian Companies Code.    
The company is prohibited from making loans to directors, whether for the purpose of exercising options or for any other 
purpose.

AB InBev – Annual Report 2022  12 
 
3. Chief Executive Officer  
and Executive Management 
 
The Chief Executive Officer (CEO) is entrusted by the Board with the responsibility for the day-to-day management of the 
company. The CEO has direct operational responsibility for the entire company. The CEO leads an Executive Committee 
(ExCom) which comprises the CEO, the Chief Financial Officer, the Chief Strategy and Technology Officer and the Chief 
Legal & Corporate Affairs Officer. 
The ExCom was established with effect as from 1 January 2019 and is the successor to the former Executive Board of 
Management. It 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 performs 
such other duties as may be assigned to it from time to time by the CEO or the Board. 
As per 1 January 2023, our Executive Committee consisted of the following members:  
Michel Doukeris 
CEO 
David Almeida 
Chief Strategy and Technology Officer  
Fernando Tennenbaum 
Chief Financial Officer 
John Blood 
Chief Legal and Corporate Affairs Officer 
and Corporate Secretary

AB InBev – Annual Report 2022  13 
 
4. Senior Leadership Team 
 
The Senior Leadership Team (SLT) was established with effect as from 1 January 2019. The SLT reports to the Chief 
Executive Officer and consists of the members of the ExCom, all other functional Chiefs and Zone CEOs, including the Chief 
Executive Officer of Ambev and the Chief Executive Officer of Bud APAC, who report to the Board of Directors of Ambev 
and Bud APAC respectively.  
The SLT has an advisory role to the Board and the ExCom and drives the commercial and operational agenda, reflecting 
the strategy set out by the Board. In addition, the SLT performs such duties as may be assigned to it from time to time by 
the CEO, ExCom or the Board. 
As per 1 January 2023, our Senior Leadership Team consisted of the following members: 
Michel Doukeris – CEO 
Members of the ExCom (other than the CEO) 
Zone CEOs 
David Almeida 
Chief Strategy and Technology Officer 
Jan Craps 
Asia Pacific (APAC) 
John Blood 
Chief Legal & Corporate Affairs Officer 
and Corporate Secretary 
Jean Jereissati 
South America 
Fernando Tennenbaum 
Chief Financial Officer 
Carlos Lisboa 
Middle America  
Other Functional Chiefs 
Ricardo Moreira 
Africa 
Ezgi Barcenas 
Chief Sustainability Officer 
Jason Warner 
Europe 
Nick Caton 
Chief B2B Officer 
Brendan Whitworth 
North America 
Katherine M. Barrett  
General Counsel 
 
 
Lucas Herscovici 
Chief Direct-to-Consumer Officer 
 
 
Nelson Jamel 
Chief People Officer 
 
 
Peter Kraemer 
Chief Supply Officer  
 
 
Marcel Marcondes 
Chief Marketing Officer 
 
 
Ricardo Tadeu 
Chief Growth Officer 
 
 
 
Michel Doukeris is AB InBev's Chief Executive Officer since 1 July 2021. Born in 1973, he is a Brazilian citizen and holds 
a Degree in Chemical Engineering from Federal University of Santa Catarina in Brazil and a Master's Degree in Marketing 
from Fundação Getulio Vargas, also in Brazil. He has also completed post-graduate programs in Marketing and Marketing 
Strategy from the Kellogg School of Management and Wharton Business School in the United States. Mr. Doukeris joined 
AB InBev in 1996 and held a number of commercial operations roles in Latin America before moving to Asia where he led 
AB InBev’s China and Asia Pacific operations for seven years. In 2016 he moved to the U.S. to assume the position of global 
Chief Sales Officer. Prior to his appointment as CEO, Mr. Doukeris led Anheuser-Busch and the North American business 
since January 2018.  
David Almeida is AB InBev's Chief Strategy and Technology Officer since 29 April 2020. Born in 1976, Mr. Almeida is a 
dual citizen of the U.S. and Brazil and holds a Bachelor's Degree in Economics from the University of Pennsylvania. Most 
recently, he served as Chief Strategy and Transformation Officer and before that as Chief Integration Officer and Chief Sales 
Officer ad interim having previously held the positions of Vice President, U.S. Sales and of Vice President, Finance for the 
North American organization. Prior to that, he served as InBev's head of mergers and acquisitions, where he led the 
combination with Anheuser-Busch in 2008 and subsequent integration activities in the U.S. Before joining the group in 1998, 
he worked at Salomon Brothers in New York as a financial analyst in the Investment Banking division. 
Ezgi Barcenas is AB InBev’s Chief Sustainability Officer since August 2021. Born in 1984, Ms. Barcenas is a dual citizen 
of Cyprus and the US and holds a bachelor's degree in Biomedical and Electrical Engineering from Vanderbilt University, a 
master's degree in Environmental Health from Harvard School of Public Health and an MBA degree from The University of 
Chicago Booth School of Business. Since joining the company in 2013 through the Global MBA Program, Ms. Barcenas has 
held key roles within the Corporate Affairs and Procurement functions. She most recently served as the Global Vice 
President of Sustainability. Prior to joining AB InBev, she worked in international trade, public health and international 
development. 
Katherine Barrett is AB InBev’s General Counsel. Born in 1970, Ms. Barrett is a U.S. citizen and holds a bachelor’s degree 
in Business Administration from Saint Louis University and a Juris Doctorate degree from the University of Arizona. Ms. 
Barrett joined Anheuser-Busch in 2000 as a litigation attorney in the Legal Department. She most recently served as Vice 
President, U.S. General Counsel & Labor Relations, where she was responsible for overseeing all legal issues in the U.S.

AB InBev – Annual Report 2022  14 
 
including commercial, litigation and regulatory matters and labor relations. Prior to joining the company, Ms. Barrett worked 
in private practice at law firms in Nevada and Missouri. 
John Blood is AB InBev's Chief Legal & Corporate Affairs Officer and Company Secretary. Born in 1967, Mr. Blood is a 
U.S. citizen and holds a bachelor’s degree from Amherst College and a JD degree from the University of Michigan Law 
School. Mr. Blood joined AB InBev in 2009 as Vice President Legal, Commercial and M&A. Most recently Mr. Blood was AB 
InBev’s General Counsel. Prior to the latter role, he was Zone Vice President Legal & Corporate Affairs in North America 
where he has led the legal and corporate affairs agenda for the United States and Canada. Prior to joining the company, 
Mr. Blood worked on the legal team in Diageo's North American business and also was in private practice at a New York 
City law firm. 
Nick Caton, is AB InBev’s Chief B2B Officer since April 2022. Born in 1982, he is a U.S. citizen and received a bachelor’s 
degree in mathematics from Stanford University and a law degree from Yale Law School. Mr. Caton has been with AB InBev 
for over 10 years, most recently as Chief Financial Officer for Anheuser-Busch. During his time at the company, Mr. Caton 
has held roles in finance, technology and sales in the North America Zone, Asia-Pacific Zone, BEES, and GHQ. Prior to AB 
InBev, Mr. Caton was with McKinsey and with Skadden Arps LLP. 
Jan Craps is AB InBev's CEO Asia Pacific Zone since 1 January 2019 and CEO and Co-Chair of Budweiser Brewing 
Company APAC since 8 May 2019. Born in 1977, Mr. Craps is a Belgian citizen and obtained a Degree in Business 
Engineering from KU Brussels and a Master's Degree in Business Engineering from KU Leuven, Belgium. Mr. Craps was 
an associate consultant with McKinsey & Company before joining Interbrew in 2002. He acquired a range of international 
experiences in a number of senior marketing, sales and logistics executive positions in France and Belgium. In 2011, he 
relocated to Canada where he was appointed Head of Sales for Canada followed by his appointment as President and CEO 
of Labatt Breweries of Canada in 2014. Until 31 December 2018, he held the position of Zone President Asia Pacific South. 
Lucas Herscovici is AB InBev’s Chief Direct-To-Consumer Officer since April 2022. Born in 1977, he is an Argentinean 
citizen and received a Degree in Industrial Engineering from Instituto Tecnológico de Buenos Aires. Mr. Herscovici joined 
the group in 2002 as a Global Management Trainee in Latin America South Zone and has built his career in Marketing and 
Sales. After years of leading Sales Strategy in Argentina, he moved to the Global Headquarters and in 2011 was responsible 
for opening the “Beer Garage”, AB InBev’s Global digital innovation office, based out of Palo Alto, California. After leading 
Digital Marketing and Consumer connections for USA, he later became Global Marketing VP of Insights, Innovation and 
Consumer Connections and held such role until 31 December 2018, when he became Chief Non-Alcohol Officer, a position 
he held until August 2020. He most recently served as Chief Sales Officer until April 2022. 
Nelson Jamel is AB InBev’s Chief People Officer since 29 April 2020. Born in 1972, Mr. Jamel is a Brazilian citizen and 
holds a bachelor’s and master’s degree in industrial engineering from the Universidade Federal do Rio de Janeiro. His more 
than 20-year journey with AB InBev has taken him from leading finance roles in Brazil to the Dominican Republic, through 
Western Europe and North America. Prior to his current role, he served as the Vice President of Finance and Technology 
for the North America Zone. 
Jean Jereissati Neto is AB InBev’s CEO South America Zone and CEO of Ambev. Born in 1974, he is a Brazilian citizen 
and received a Degree in Business Administration from Fundação Getúlio Vargas (FGV) and an Executive Education at 
Insead and Wharton. Mr. Jereissati joined Ambev in 1998 and held various positions in Sales and Trade Marketing prior to 
becoming CEO of Cerveceria Nacional Dominicana, in 2013, making a successful integration with CND. In 2015, he joined 
Asia and Pacific North Zone to become Business Unit President for China and in 2017 he was appointed Zone President of 
the Zone, leading one of the most complex and fast-growing business. Most recently, Mr Jereissati held the role of Business 
Unit President for Brazil.  
Peter Kraemer is AB InBev's Chief Supply Officer. Born in 1965, he is a U.S. citizen. A fifth-generation Brewmaster and 
native of St. Louis, Mr. Kraemer holds a Bachelor's degree in Chemical Engineering from Purdue University and a Master's 
degree in Business Administration from St. Louis University. He joined Anheuser-Busch 34 years ago and has held various 
brewing positions over the years, including Group Director of Brewing and Resident Brewmaster of the St. Louis brewery. 
In 2008, Mr. Kraemer became Vice President, Supply, for AB InBev's North America Zone, leading all brewery operations, 
quality assurance, raw materials and product innovation responsibilities. He was appointed Chief Supply Officer of AB InBev 
in March 2016. 
Carlos Lisboa is AB InBev's CEO Middle America Zone since 1 January 2019. Born in 1969, Mr. Lisboa is a Brazilian citizen 
and received a Degree in Business Administration from the Catholic University of Pernambuco and a Marketing 
specialization from FESP, both in Brazil. Mr. Lisboa joined Ambev in 1993 and has built his career in Marketing and Sales. 
He was responsible for building the Skol brand in Brazil in 2001 and after that became Marketing Vice President for AB 
InBev's Latin American North Zone. Mr. Lisboa then led the International Business Unit in AB InBev's Latin America South 
Zone for two years prior to becoming Business Unit President for Canada. In 2015, he was appointed Marketing Vice

AB InBev – Annual Report 2022  15 
 
President for AB InBev's Global Brands. Most recently, Mr. Lisboa held the role of Zone President Latin America South until 
31 December 2018. 
Marcel Marcondes is AB InBev’s Chief Marketing Officer since April 2022. Born in 1975, he is a Brazilian citizen and holds 
a Master’s Degree in business administration from the Business School São Paulo. Mr. Marcondes has been with the 
company since 2005, most recently as Global President, Beyond Beer Co. From 2017 to 2021, Mr. Marcondes was the 
Chief Marketing Officer at Anheuser-Busch, where he led the marketing strategy for a broad portfolio of some of the world’s 
largest beer brands. Mr. Marcondes sits on the Board of the Association of National Advertisers (ANA) and is a member of 
the Cannes Lions CMO Growth Council. He also sits on Adweek’s Diversity & Inclusion Council and leads Anheuser-Busch’s 
partnerships with AIMM’s #SeeHer and #SeeAll to promote multicultural marketing. Before joining AB InBev, Mr. Marcondes 
spent seven years in brand management at Unilever.  
Ricardo Moreira is AB InBev's CEO Africa Zone since 1 January 2019. Born in 1971, he is a Portuguese citizen and 
received a Degree in Mechanical Engineering from Rio de Janeiro Federal University in Brazil and a specialization in 
Management from University of Chicago in the U.S. Mr. Moreira joined Ambev in 1995 and held various positions in the 
Sales and Finance organizations prior to becoming Regional Sales Director in 2001. He subsequently held positions as Vice 
President Logistics & Procurement for Latin America North, Business Unit President for Hispanic Latin America (HILA) and 
Vice President Soft Drinks Latin America North. In 2013, Mr. Moreira moved to Mexico to head AB InBev's Sales, Marketing 
and Distribution organizations and lead the commercial integration of Grupo Modelo. Most recently, Mr. Moreira held the 
role of Zone President Latin America COPEC until 31 December 2018. 
Ricardo Tadeu is AB InBev's Chief Growth Officer since April 2022. Born in 1976, he is a Brazilian citizen, and received a 
law degree from the Universidade Cândido Mendes in Brazil and a Master of Laws from Harvard Law School in Cambridge, 
Massachusetts. He is also Six Sigma Black Belt certified. He joined Ambev in 1995 and has held various roles across the 
Commercial area. He was appointed Business Unit President for the operations in Hispanic Latin America in 2005, and 
served as Business Unit President, Brazil from 2008 to 2012. He served as Zone President, Mexico from 2013 until his 
appointment as Zone President Africa upon completion of the combination with SAB in 2016. Mr. Tadeu most recently 
served as Chief B2B Officer, spearheading the creation of BEES, and before that he served as Chief Sales Officer until July 
2020, and  Zone President Africa until 31 December 2018. 
Fernando Tennenbaum is AB InBev’s Chief Financial Officer since 29 April 2020. Born in 1977, Mr. Tennenbaum is a dual 
citizen of Brazil and Germany and holds a degree in industrial engineering from Escola Politécnica da Universidade de São 
Paulo and a corporate MBA from Ambev. He joined the company in 2004, and has held various roles in the finance function 
(including Treasury, Investor Relations and M&A). He most recently served as the Vice President of Finance (South America 
Zone) and Chief Financial and Investor Relations Officer of Ambev S.A. 
Jason Warner is AB InBev’s CEO Europe Zone since 1 January 2019. Born in 1973, he is a dual British and U.S. citizen 
and received a BSc Eng Hons Industrial Business Studies degree from DeMontfort University in the United Kingdom. Prior 
to his current role, he was Business Unit President for North Europe between 2015 and 2018. He joined AB InBev in July 
2009 as Global VP Budweiser, based in New York, before moving into a dual role of Global VP Budweiser and Marketing 
VP. He has also held Global VP roles for Corona as well as Innovation and Renovation. Prior to joining AB InBev, he held 
various positions at The Coca-Cola Company and Nestlé. 
Brendan Whitworth is AB InBev’s CEO North America Zone and CEO of Anheuser-Busch since 1 July 2021. Born in 1976, 
he is a US citizen and holds an MBA degree from Harvard Business School. Prior to his current role, he was Chief Sales 
Officer of Anheuser-Busch. Mr. Whitworth joined AB InBev in 2013 as a Global Sales Director and went on to hold various 
commercial leadership positions in the U.S., including Vice President U.S. Trade Marketing, and Vice President Sales U.S. 
Northeast Region. Prior to joining AB InBev, Mr. Whitworth held a series of U.S. commercial leadership roles at PepsiCo 
Frito-Lay. He also served in the US Marine Corps and Central Intelligence Agency.

AB InBev – Annual Report 2022  16 
 
5. Internal Control and Risk 
Management Systems  
The Board of Directors and the ExCom, assisted by the SLT, were responsible for establishing and maintaining adequate 
internal controls and risk management systems during the reporting period. Internal control is the process designed to 
provide reasonable assurance regarding achievement of objectives related to effectiveness and efficiency of operations, 
reliability of financial reporting and compliance with applicable laws and regulations. Risk management is the process 
designed to identify potential events that may affect the company and to manage risks to be within its risk appetite. 
Without prejudice to the responsibilities of the Board as a whole, the Audit Committee oversees financial and business risk 
management and discusses the process by which management assesses and manages the company’s exposure to those 
risks and the steps taken to monitor and control such exposure. 
The major risks and uncertainties faced by the company are described in the Risks and Uncertainties section of the 
Management report in AB InBev’s annual report. 
The company has established and operates its internal control and risk management systems based on guidelines issued 
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The internal control system is based 
upon COSO’s Internal Control – Integrated Framework of 2013 and the risk management system is based on COSO’s 
Enterprise Risk Management Framework of 2017. 
5.1 Financial reporting  
The ExCom, assisted by the SLT, was responsible for establishing and maintaining adequate internal controls over financial 
reporting during the reporting period. The company’s internal control over financial reporting is a process designed to provide 
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external 
purposes in accordance with International Financial Reporting Standards (IFRS). Internal controls over financial reporting 
include those written policies and procedures that: 
• 
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and 
dispositions of company assets; 
• 
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial 
statements in accordance with IFRS;  
• 
provide reasonable assurance that receipts and expenditures are being made only in accordance with authorization 
of management and directors of the company; and 
• 
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or 
disposition of assets that could have a material effect on the consolidated financial statements. 
Internal control over financial reporting includes the assessment of the relevant risks and the identification and monitoring 
of key controls and actions taken to correct deficiencies as identified. Because of its inherent limitations, internal control over 
financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future 
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree 
of compliance with the policies or procedures may deteriorate. 
Senior management assessed the effectiveness of the company’s internal control over financial reporting as of 31 December 
2022. As indicated above, management based this assessment on criteria for effective internal control over financial 
reporting described in “Internal Control — Integrated Framework” issued by COSO in May 2013. The assessment included 
an evaluation of the design of the company’s internal control over financial reporting and testing of its operational 
effectiveness. Based on this assessment, it was determined that, as of 31 December 2022, the company maintained 
effective internal control over financial reporting.   
The Board of Directors and the Audit Committee reviewed management’s assessment. The review related among other 
things to ensuring that there are no significant deficiencies or material weaknesses in the design or operation of internal 
controls over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, 
summarize and report financial information, and 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. 
In addition, as a result of the listing of Anheuser-Busch InBev on the New York Stock Exchange, the company must adhere 
to Section 404 of the US Sarbanes-Oxley Act of 2002. As a consequence, the company is required to provide on a yearly

AB InBev – Annual Report 2022  17 
 
basis a management report on the effectiveness of the company’s internal control over financial reporting, as described in 
Section 404 of the US Sarbanes-Oxley Act of 2002 and the rules implementing the act. Management’s report and the 
Statutory Auditor’s related opinion regarding the relevant financial year, will be included in the company’s Annual Report on 
Form 20-F for such year, which is required to be filed with the US Securities and Exchange Commission. 
5.2 Internal Audit  
The company has a professional and independent internal audit (risk management) department. The appointment of the 
Head of internal audit is reviewed by the Audit Committee. The Audit Committee reviews internal audit’s risk assessment 
and annual audit plan and regularly receives internal audit reports for review and discussion.  
Internal control deficiencies identified by internal audit are communicated in a timely manner to management and periodic 
follow-up is performed to verify corrective action has been taken. 
5.3 Compliance  
AB InBev has an Ethics & Compliance Program which fosters a culture of ethics, integrity and lawful behavior. This program 
includes a Code of Business Conduct and the Anti-Corruption Policy, which are available on the company’s website and 
intranet. The Ethics & Compliance Program further promotes compliance with applicable laws and regulations and the 
completion of a periodic certification by management of compliance with the Code of Business Conduct. 
A set of internal controls and a data analytics tool have been implemented and are periodically assessed by the Global and 
Local Ethics & Compliance Committees and the Audit Committee. 
The Global Ethics & Compliance Committee, chaired by the company’s Global Head of Ethics & Compliance, assesses 
regulatory, ethical and compliance risks for the company from a global perspective and provides strategic direction for the 
activities of the Ethics and Compliance function. On a quarterly basis, the Global Ethics & Compliance Committee reviews 
the operation of the Compliance Program and follows-up on reports submitted through the company’s Compliance Helpline 
(whistle-blowing platform). In addition to the Global Ethics & Compliance Committee, each Zone has its own Local Ethics & 
Compliance Committee, which addresses local ethics and compliance matters.  
The Audit Committee reviews the operation of the Ethics & Compliance Program and the results of any compliance reviews 
or reports submitted through the company’s global Compliance Helpline. On a regular basis, the Audit Committee also 
reviews the significant legal, compliance and regulatory matters that may have a material effect on the financial statements 
or the company’s business, including material notices to or inquiries received from governmental agencies. In addition, the 
Board of Directors dedicated time in 2022 to a review of the company’s compliance function and programs, including in the 
areas of data privacy and cybersecurity.

AB InBev – Annual Report 2022  18 
 
6. Shareholders’ structure  
6.1. Shareholders’ structure 
The following table shows the shareholders' structure of Anheuser-Busch InBev as at 31 December 2022 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 on or prior to 31 December 2022 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.  
Major shareholders 
Number  
of Shares  
% of voting  
rights (1) 
Holders of Ordinary Shares 
 
 
1. Stichting Anheuser-Busch InBev, a stichting incorporated under Dutch law (the 
“Reference Shareholder”) 
663,074,832 
33.42% 
2. EPS Participations Sàrl, a company incorporated under Luxembourg law, affiliated 
to EPS, its parent company 
133,846,578 
6.75% 
3. EPS SA, a company incorporated under Luxembourg law, affiliated to the Reference 
Shareholder that it jointly controls with BRC 
99,999 
0.01% 
4. BRC Sàrl, a company incorporated under Luxembourg law, affiliated to the 
Reference Shareholder that it jointly controls with EPS 
28,651,850 
1.44% 
5. Rayvax Société d’Investissements SA, a company incorporated under Belgian law 
50,000 
0.00% 
6. Sébastien Holding SA, a company incorporated under Belgian law, affiliated to 
Rayvax, its parent company 
0 
0.00% 
7. Fonds Verhelst SRL, a company with a social purpose incorporated under Belgian 
law 
0 
0.00% 
8. Fonds Voorzitter Verhelst SRL, a company with a social purpose incorporated 
under Belgian law, affiliated to Fonds Verhelst SRL with a social purpose, that 
controls it 
6,997,665 
0.35% 
9. Stichting Fonds InBev-Baillet Latour, a stichting incorporated under Dutch law 
0 
0.00% 
10. Fonds Baillet Latour SC, a company incorporated under Belgian law, affiliated to 
Stichting Fonds InBev-Baillet Latour under Dutch law, that controls it 
5,485,415 
0.28% 
11. LTS Trading Company LLC, a company incorporated under Delaware law, acting in 
concert with Marcel Herrmann Telles, Jorge Paulo Lemann and Carlos Alberto da 
Veiga Sicupira within the meaning of Article 3, §2 of the Takeover Law 
4,468 
0.00% 
12. 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% 
13. Santa Venerina, a company incorporated under the laws of the Bahamas, acting in 
concert with Marcel Herrmann Telles within the meaning of Article 3, §2 of the 
Takeover Law 
3,381,323 
0.17% 
 
 
 
Holders of Restricted Shares 
 
 
1. Altria Group Inc.(2) 
185,115,417 
9.33% 
2. Bevco Lux Sàrl (3) 
96,862,718 
4.88% 
(1) Holding percentages are calculated on the basis of the total number of shares in issue, excluding treasury shares (1,983,786,137). As at 31 December 
2022, there were 2,019,241,973 shares in issue including 35,455,836 Ordinary Shares held in treasury by AB InBev and certain of its subsidiaries.   
(2) 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 Group Inc. further 
increased its position of Ordinary Shares in the company to 12,341,937, as disclosed in the Schedule 13D 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 2022.  
(3) 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 2022.

AB InBev – Annual Report 2022  19 
 
The first thirteen entities mentioned in the table act in concert (it being understood that (i) the first ten 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 eleventh, twelfth and thirteenth entities act in concert with the first ten 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 2022, in 
aggregate, 841,851,130 Ordinary Shares, representing 42.44% of the voting rights attached to the shares outstanding as of 
31 December 2022 excluding treasury shares. 
6.2. Shareholders’ arrangements 
Stichting Anheuser-Busch InBev (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 SRL with a social purpose, 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 old 
Anheuser-Busch InBev through the Reference Shareholder (except for approximately 134 million shares held directly or 
indirectly by EPS and approximately 29 million shares held directly by BRC based on the most recent shareholding 
disclosure received by the company as at 31 December 2022). 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 old Anheuser-Busch InBev 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). 
The 2016 Shareholders’ Agreement addresses, among other things, certain matters relating to the governance and 
management of both AB InBev 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 Shares held by the Reference Shareholder may be de-certified and/or pledged at the request of 
BRC, EPS and EPS Participations.  
The 2016 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 2016 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 2016 Shareholders’ Agreement requires the Reference Shareholder board of directors to meet prior to each 
shareholders’ meeting of AB InBev to determine how the Shares held by the Reference Shareholder are to be voted. 
The 2016 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

AB InBev – Annual Report 2022  20 
 
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 2016 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 2016 Shareholders’ Agreement, the Reference Shareholder board of directors will propose to the 
shareholders’ meeting of AB InBev nine candidates for appointment to the Board, among which each of BRC and EPS/EPS 
Participations will have the right to nominate four candidates, and one candidate will be nominated by the Reference 
Shareholder board of directors. 
The 2016 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 2016 Shareholders' Agreement notifies the other of its intention to terminate 
the 2016 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 SRL with a social 
purpose (now Fonds Baillet Latour SC) and Fonds Voorzitter Verhelst SRL with a social purpose. This agreement provides 
for consultations between the three bodies before any shareholders’ meetings of AB InBev 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 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 SOME RESTRICTED 
SHAREHOLDERS 
On 8 October 2016, the Reference Shareholder and each holder of Restricted Shares (such holders being the Restricted 
Shareholders) holding more than 1% of the company’s total share capital, being Altria Group Inc. and Bevco LTD, 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 of the company; 
• 
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).

AB InBev – Annual Report 2022  21 
 
7. Items to be disclosed pursuant to 
Article 34 of the Belgian Royal Decree 
of 14 November 2007 
 
According to article 34 of the Belgian Royal Decree of 14 November 2007, Anheuser-Busch InBev hereby discloses the 
following items: 
7.1. Capital structure and authorizations granted to the 
Board 
The company’s share capital is divided in two categories of shares: all shares are ordinary shares (the Ordinary Shares), 
except for the restricted shares which were issued as part of the combination with SAB and remain outstanding from time 
to time (the Restricted Shares). Since 11 October 2021, the Restricted Shares are convertible at the election of their holders 
into new Ordinary Shares on a one-for-one basis. Following conversion requests made until 31 December 2022, as of 1 
January 2023, 282,050,690 Restricted Shares remain outstanding compared to 1,737,191,283 outstanding Ordinary Shares.  
As of that date, Ordinary Shares represented 86.03% of the capital while Restricted Shares represented 13.97% of the 
capital.  Ordinary Shares and Restricted Shares have the same rights except as set out in the Articles of Association. 
Restricted Shares shall always be in registered form and shall not be listed or admitted to trading on any stock market. 
Anheuser-Busch InBev may increase or decrease its share capital with the specific approval of a shareholders’ meeting. 
The shareholders may also authorize the Board of Directors to increase the share capital.  Such authorization must be 
limited in time and amount. In either case, the shareholders’ approval or authorization must satisfy the quorum and majority 
requirements applicable to amendments to the Articles of Association. At the annual shareholders’ meeting of 27 April 2022, 
the shareholders authorized the Board of Directors 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 from the date of publication of the amendment of the Articles of Association resolved upon by the 
shareholders’ meeting held on 27 April 2022 (i.e., until 3 June 2027). It can be used for several purposes, including when 
the sound management of the company’s business or the need to react to appropriate business opportunities calls for a 
restructuring, an acquisition (whether private or public) of securities or assets in one or more companies or, generally, any 
other appropriate increase of the company’s capital.   
AB InBev’s Board of Directors has been authorized by the shareholders’ meeting to acquire, on or outside the stock 
exchange, AB InBev shares up to maximum 20% of the issued shares for a unitary price which will not be lower than 1 Euro 
and not higher than 20% above the highest closing price in the last 20 trading days preceding the transaction. This 
authorization is valid for five years as from the date of publication of the amendment of the Articles of Association resolved 
upon by the shareholders’ meeting held on 28 April 2021 (i.e., until 1 June 2026). 
7.2. Voting rights and transferability of shares and 
shareholders’ arrangements 
VOTING RIGHTS, QUORUM AND MAJORITY REQUIREMENTS 
Each share entitles the holder 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.  
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 authorized capital) or any resolution relating to a merger or

AB InBev – Annual Report 2022  22 
 
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 authorization to repurchase of 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 its 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 Belgian Companies Code) 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 on 
the resolution submitted to the shareholders’ meeting to approve such contribution in kind or merger. 
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 in connection with transactions with Affiliates and Successors or in relation with Pledges. Each of the terms 
Affiliates, Successors and Pledge is defined in the Articles of Association. Since 11 October 2021, these transfer restrictions 
are no longer applicable, but Restricted Shares shall automatically convert into Ordinary Shares (on a one-for-one basis) 
upon any transfer, sale, contribution or other disposal of Restricted Shares as set out below. 
CONVERSION 
Voluntary 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. 
Automatic conversion 
The Restricted Shares shall automatically convert into Ordinary Shares in the situations set out in article 7.6. of the Articles 
of Association, i.e.: 
• 
upon any transfer, sale, contribution or other disposal, except as set out in article 7.6 (a) of the Articles of 
Association in connection with transactions with Affiliates and Successors or in relation with Pledges; 
• 
immediately prior to the closing of a successful public takeover bid for all shares of the company or the completion 
of a merger of Anheuser-Busch 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

AB InBev – Annual Report 2022  23 
 
• 
upon the announcement of a squeeze-out bid for the outstanding shares of the company, in accordance with article 
7:82 of the Belgian Companies Code. 
SHAREHOLDERS ARRANGEMENTS  
Please refer to section 6.2 above.  
7.3. Significant agreements or securities of Anheuser-
Busch InBev that may be impacted by a change of 
control on the company  
1. REVOLVING CREDIT AND SWINGLINE FACILITIES AGREEMENT 
The company entered, on 16 February 2021, into an Amendment and Restatement Agreement in respect of its existing 
Revolving Credit and Swingline Facilities Agreement originally dated 26 February 2010, as amended from time to time and 
for the last time pursuant to an Amendment Letter dated 27 October 2015 (the "Original Facilities Agreement" and, as 
amended and restated by the Amendment and Restatement Agreement, the "Restated Facilities Agreement"). 
The Original Facilities Agreement was originally entered into by the old Anheuser-Busch InBev SA/NV, and was transferred 
to the company as a result of the merger between Anheuser-Busch InBev (formerly “Newbelco”) and the old Anheuser-
Busch InBev SA/NV, that took place on 10 October 2016 in the framework of the combination with SAB. 
The total commitments of the Original Facilities Agreement were, immediately prior to the effective date of the Amendment 
and Restatement Agreement, USD 9,000,000,000 and, following the effective date of the Amendment and Restatement 
Agreement, USD 10,100,000,000. Pursuant to the Amendment and Restatement Agreement, the maturity of the Original 
Facilities Agreement was extended from August 2022 under the Original Facilities Agreement to February 2026 under the 
Restated Facilities Agreement. The company has, with effect from 17 March 2022, exercised its option under the Restated 
Facilities Agreement to further extend the maturity of the facility until February 2027. 
The Restated Facilities Agreement contains a clause 17 (Mandatory Prepayment) that grants, in essence, to any lender 
under the Restated Facilities Agreement, upon a Change of Control over the Company, the right (i) not to fund any loan or 
letter of credit (other than a rollover loan meeting certain conditions) and (ii) (by not less than 30 days written notice) to 
cancel its undrawn commitments and require repayment of its participations in the loans or letters of credit, together with 
accrued interest thereon, and all other amounts owed to such lender under the Restated Facilities Agreement (and certain 
related documents). Pursuant to the Restated Facilities Agreement (a) “Change of Control” means “any person or group of 
persons acting in concert (in each case other than Stichting InBev or any existing direct or indirect certificate holder or 
certificate holders of Stichting InBev or any person or group of persons acting in concert with any such persons) gaining 
Control of the Company, (b) “acting in concert” means “a group of persons who, pursuant to an agreement or understanding 
(whether formal or informal), actively co-operate, through the acquisition directly or indirectly of shares in the Company by 
any of them, either directly or indirectly, to obtain Control of  the Company”  and (c) “Control” means, in respect of the 
Company, (a)  “the direct or indirect ownership of more than 50 per cent of the share capital or similar rights of ownership 
of the Company or the power to direct the management and the policies of the Company whether through the ownership of 
share capital, contract or otherwise or (b) the power (whether by way of ownership of shares, proxy, contract, agency or 
otherwise) to: (i) cast, or control the casting of, more than 50 per cent. of the maximum number of votes that might be cast 
at a general meeting; or (ii) appoint or remove all, or the majority, of the directors or other equivalent officers; or (iii) give 
directions to management with respect to the operating and financial policies of the entity with which the directors or other 
equivalent officers of the Company are obliged to comply”. 
In accordance with article 7:151 of the Belgian Companies Code, clause 17 (Mandatory Prepayment) of the Restated 
Facilities Agreement was approved by the annual shareholders’ meeting of the Company held on 28 April 2021. Similar 
clauses were, in respect of the Original Facilities Agreement, approved by the shareholders meeting of old Anheuser-Busch 
InBev SA/NV on 27 April 2010 and 27 April 2016 in accordance with the then Article 556 of the 2009 Belgian Companies 
Code.  
As of 31 December 2022, no drawdowns were outstanding under the Original Facilities Agreement.  
2. EMTN PROGRAM  
In accordance with article 556 of the 2009 Belgian Companies Code, the shareholders’ meeting of the old Anheuser-Busch 
InBev approved on 24 April 2013 (i) Condition 7.5. of the Terms & Conditions (Redemption at the Option of the Noteholders

AB InBev – Annual Report 2022  24 
 
(Change of Control Put)) of the 15,000,000,000 Euro updated Euro Medium Term Note Program dated 16 May 2012 of 
Anheuser-Busch InBev SA/NV and Brandbrew SA (the “Issuers”) and Deutsche Bank AG, London Branch, acting as 
Arranger, which may be applicable in the case of Notes issued under the Program (the “EMTN Program”), (ii) any other 
provision in the EMTN Program granting rights to third parties which could affect the company’s assets or could impose an 
obligation on the company where in each case the exercise of those rights is dependent on the occurrence of a “Change of 
Control” (as defined in the Terms & Conditions of the EMTN Program).  Pursuant to the EMTN Program, (a) “Change of 
Control” means “any person or group of persons acting in concert (in each case other than Stichting Anheuser-Busch InBev 
or any existing direct or indirect certificate holder or certificate holders of Stichting Anheuser-Busch InBev) gaining Control 
of the company provided that a change of control shall not be deemed to have occurred if all or substantially all of the 
shareholders of the relevant person or group of persons are, or immediately prior to the event which would otherwise have 
constituted a change of control were, the shareholders of the company with the same (or substantially the same) pro rata 
interests in the share capital of the relevant person or group of persons as such shareholders have, or as the case may be, 
had, in the share capital of the company”, (b) “acting in concert” means “a group of persons who, pursuant to an agreement 
or understanding (whether formal or informal), actively cooperate, through the acquisition directly or indirectly of shares in 
the company by any of them, either directly or indirectly, to obtain Control of the company”, and (c) “Control” means the 
“direct or indirect ownership of more than 50 per cent of the share capital or similar rights of ownership of the company or 
the power to direct the management and the policies of the company whether through the ownership of share capital, 
contract or otherwise”. 
If a Change of Control Put is specified in the applicable Final Terms of the concerned notes, Condition 7.5. of the Terms & 
Conditions of the EMTN Programme grants, to any holder of such notes, in essence, the right to request the redemption of 
his notes at the redemption amount specified in the Final Terms of the notes, together, if appropriate, with interest accrued, 
upon the occurrence of a Change of Control and a related downgrade of the notes to sub-investment grade. 
The change of control provision above is included in the Final Terms of: 
• 
the 750,000,000 Euro 7.375% Notes due 2013 (Redeemed on 30 January 2013), the 600,000,000 Euro 8.625% 
Notes due 2017 (Redeemed on 9 December 2016) and the 550,000,000 GBP 9.75% Notes due 2024, each issued 
by the company in January 2009;  
• 
the 750,000,000 Euro 6.57% Notes due 2014, issued by the company in February 2009 (Redeemed on 27 February 
2014);  
• 
the 50,000,000 Euro FRN Notes that bear an interest at a floating rate of 3 month EURIBOR plus 3.90 %, issued 
by the company in April 2009 (Redeemed on 9 April 2014); 
• 
the 600,000,000 CHF 4.50% Notes due 2014 (Redeemed on 11 June 2014), issued by Brandbrew SA in June 
2009 (with a guarantee by the company); 
• 
the 250,000,000 Euro 5.75% Notes due 2015 (Redeemed on 22 June 2015) and the 750,000,000 GBP 6.50% 
Notes due 2017 (Redeemed in June 2017), each issued by the company in June 2009; and 
• 
the 750,000,000 Euro 4% Notes due 2018 (Redeemed in April 2018), issued by the company in April 2010. 
The series of Notes referred to in the above paragraph were issued pursuant to the 10,000,000,000 Euro initial Euro Medium 
Term Note Programme dated 16 January 2009 or the 15,000,000,000 Euro updated Euro Medium Term Note Programme 
dated 24 February 2010 (as applicable). The relevant change of control provisions contained in the Final Terms of such 
series of Notes were submitted to, and approved by, the shareholders meetings of the old Anheuser-Busch InBev held on 
28 April 2009 and 27 April 2010, respectively.  
There is no change of control clause included in the Final Terms of any series of Notes issued pursuant to the EMTN 
Programme by the company and/or Brandbrew SA after April 2010.  
As a result of the update of the EMTN Programme on 22 August 2013 the Terms & Conditions of the updated EMTN 
Programme no longer provide for a Redemption at the option of the Noteholders (Change of Control Put).  
In May 2016, the old Anheuser-Busch InBev invited Noteholders of certain outstanding series of Notes issued under the 
EMTN Programme prior to 2016 (the "Notes") to consider certain amendments to the terms and conditions applicable to 
those Notes (the "Participation Solicitation"). The Participation Solicitation was undertaken to avoid any suggestion that the 
combination with SAB could be interpreted as a cessation of business (or a threat to do so), winding up or dissolution of the 
old Anheuser-Busch InBev.  
Meetings of the Noteholders of each series of the Notes were held on 1 June 2016 at which Noteholders voted in favour of 
the Participation Solicitation for each of the relevant series of Notes. Amended and restated final terms for each series of 
the Notes reflecting the amended terms and conditions, were signed by the old Anheuser-Busch InBev and the subsidiary 
guarantors named therein on 1 June 2016.

AB InBev – Annual Report 2022  25 
 
The EMTN Program has been transferred to the company as a result of the merger between Anheuser-Busch InBev 
(formerly “Newbelco”) and the old AB InBev, that took place on 10 October 2016 in the framework of the combination with 
SAB.  
3. US DOLLAR NOTES  
In accordance with article 556 of the 2009 Belgian Companies Code, the shareholders meeting of the old Anheuser-Busch 
InBev approved on 26 April 2011 (i) the Change of Control Clause of the USD 3,250,000,000 Notes issued on 29 and 26 
March 2010, consisting of USD 1,000,000,000 2.50 % Notes due 2013 (Exchanged for Registered Notes in an exchange 
offer that closed on 2 September 2010 and redeemed on 26 March 2013), USD 750,000,000 3.625 % Notes due 2015 
(Exchanged for Registered Notes in an exchange offer that closed on 2 September 2010 and redeemed on 15 April 2015), 
USD 1,000,000,000 5.00 % Notes due 2020 (Exchanged for Registered Notes in an exchange offer that closed on 2 
September 2010 and redeemed on 6 June 2018) and USD 500,000,000 Floating Rate Notes due 2013 (Exchanged for 
Registered Notes in an exchange offer that closed on 2 September 2010 and redeemed on 26 March 2013) (the 
“Unregistered Notes issued in March 2010”), (ii) the Change of Control Clause of the USD 3,250,000,000 Registered Notes 
issued in September 2010, consisting of USD 1,000,000,000 2.50 % Notes due 2013 (Redeemed on 26 March 2013), USD 
750,000,000 3.625 % Notes due 2015 (Redeemed on 15 April 2015), USD 1,000,000,000 5.00 % Notes due 2020 
(Redeemed on 6 June 2018) and USD 500,000,000 Floating Rate Notes due 2013 (Redeemed on 26 March 2013) and 
offered in exchange for corresponding amounts of the corresponding Unregistered Notes issued in March 2010, in 
accordance with a US Form F-4 Registration Statement pursuant to an exchange offer launched by Anheuser-Busch InBev 
Worldwide Inc. in the U.S. on 5 August 2010 and expired on 2 September 2010 (the “Registered Notes issued in September 
2010”), (iii) the Change of Control Clause of the USD 8,000,000,000 Registered Notes issued in March 2011, consisting of 
USD 1,250,000,000 7.20% Notes due 2014 (Redeemed on 20 June 2011), USD 2,500,000,000 7.75% Notes due 2019 
(Redeemed on 19 March 2018) and USD 1,250,000,000 8.20% Notes due 2039, USD 1,550,000,000 5.375 % Notes due 
2014 (Redeemed on 15 November 2014), USD 1,000,000,000 6.875 % Notes due 2019 (Redeemed on 15 November 2019) 
and USD 450,000,000 8.00 % Notes due 2039 and offered in exchange for corresponding amounts of the corresponding 
Unregistered Notes issued in January 2009 and of the corresponding Unregistered Notes issued in May 2009, in accordance 
with a US Form F-4 Registration Statement pursuant to an exchange offer launched by Anheuser-Busch InBev Worldwide 
Inc. in the U.S. on 11 February 2011 and expired on 14 March 2011 (the “Registered Notes issued in March 2011”), whereby 
each of the Unregistered Notes issued in March 2010, the Registered Notes issued in September 2010 and the Registered 
Notes issued in March 2011 were issued by Anheuser-Busch InBev Worldwide Inc. with an unconditional and irrevocable 
guarantee as to payment of principal and interest from the old Anheuser-Busch InBev,  and (iv) any other provision applicable 
to the Unregistered Notes issued in March 2010, the Registered Notes issued in September 2010 and the Registered Notes 
issued in March 2011 granting rights to third parties which could affect the company’s assets or could impose an obligation 
on the company where in each case the exercise of those rights is dependent on the launch of a public take-over bid over 
the shares of the company or on a “Change of Control” (as defined in the Offering Memorandum with respect to the 
Unregistered Notes, as the case may be, and in the Registration Statement with respect to the Registered Notes). Pursuant 
to the Offering Memorandum and Registration Statement (a) “Change of Control” means “any person or group of persons 
acting in concert (in each case other than Stichting Anheuser-Busch InBev or any existing direct or indirect certificate holder 
or certificate holders of Stichting Anheuser-Busch InBev) gaining Control of the company provided that a change of control 
shall not be deemed to have occurred if all or substantially all of the shareholders of the relevant person or group of persons 
are, or immediately prior to the event which would otherwise have constituted a change of control were, the shareholders of 
the company with the same (or substantially the same) pro rata interests in the share capital of the relevant person or group 
of persons as such shareholders have, or as the case may be, had, in the share capital of the company”, (b) “Acting in 
concert” means “a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively 
cooperate, through the acquisition directly or indirectly of shares in the company by any of them, either directly or indirectly, 
to obtain Control of the company”, and (c) “Control” means the “direct or indirect ownership of more than 50 per cent of the 
share capital or similar rights of ownership of the company or the power to direct the management and the policies of the 
company whether through the ownership of share capital, contract or otherwise”. 
The Change of Control clause grants to any Noteholder, in essence, the right to request the redemption of his Notes at a 
repurchase price in cash of 101% of their principal amount (plus interest accrued) upon the occurrence of a Change of 
Control and a related downgrade in the Notes to sub-investment grade. 
A similar change of control provision was approved by the shareholders’ meeting of the old Anheuser-Busch InBev on 28 
April 2009 with respect to: 
• 
the USD 5,000,000,000 Notes, consisting of USD 1,250,000,000 7.20% Notes due 2014 (Exchanged for 
Registered Notes in an exchange offer that closed on 14 March 2011 and redeemed on 20 June 2011), USD 
2,500,000,000 7.75% Notes due 2019 (Exchanged for Registered Notes in an exchange offer that closed on 14

AB InBev – Annual Report 2022  26 
 
March 2011 and redeemed on 19 March 2018) and USD 1,250,000,000 8.20% Notes due 2039 (Exchanged for 
Registered Notes in an exchange offer that closed on 14 March 2011), each issued in January 2009 by Anheuser-
Busch InBev Worldwide Inc. with an unconditional and irrevocable guarantee as to payment of principal and interest 
from Anheuser-Busch InBev SA/NV (the “Unregistered Notes issued in January 2009”). 
A similar change of control provision was approved by the shareholders’ meeting of the old Anheuser-Busch InBev on 27 
April 2010 with respect to: 
• 
the USD 3,000,000,000 Notes issued in May 2009, consisting of USD 1,550,000,000 5.375 % Notes due 2014 
(Exchanged for Registered Notes in an exchange offer that closed on 14 March 2011 and redeemed on 15 
November 2014), USD 1,000,000,000 6.875 % Notes due 2019 (Redeemed on 15 November 2019) and USD 
450,000,000 8.00 % Notes due 2039 (the “Unregistered Notes issued in May 2009”) each issued by Anheuser-
Busch InBev Worldwide Inc. with an unconditional and irrevocable guarantee as to payment of principal and interest 
from the old Anheuser-Busch InBev. 
• 
the USD 5,500,000,000 Notes issued in October 2009, consisting of USD 1,500,000,000 3.00 % Notes due 2012 
(Exchanged for Registered Notes in an exchange offer that closed on 05 February 2010 and redeemed on 15 
October 2012), USD 1,250,000,000 4.125 % Notes due 2015 (Exchanged for Registered Notes in an exchange 
offer that closed on 5 February 2010 and redeemed on 15 January 2015), USD 2,250,000,000 5.375 % Notes due 
2020 (exchanged for Registered Notes in an exchange offer that closed on 5 February 2010 and redeemed on 23 
April 2018) and USD 500,000,000 6.375 % Notes due 2040 (exchanged for Registered Notes in an exchange offer 
that closed on 5 February 2010 and partially exchanged for a combination of Unregistered Notes and cash in an 
exchange offer that closed on 6 April 2017) (the “Unregistered Notes issued in October 2009”) each issued by 
Anheuser-Busch InBev Worldwide Inc. with an unconditional and irrevocable guarantee as to payment of principal 
and interest from the old Anheuser-Busch InBev. 
• 
the USD 5,500,000,000 Registered Notes issued in February 2010, consisting of USD 1,500,000,000 3 % Notes 
due 2012 (Redeemed on 15 October 2012), USD 1,250,000,000 4.125 % Notes due 2015 (Redeemed on 15 
January 2015), USD 2,250,000,000 5.375 % Notes due 2020 (redeemed on 23 April 2018) and USD 500,000,000 
6.375 % Notes due 2040 (partially exchanged for a combination of Unregistered Notes and cash in an exchange 
offer that closed on 6 April 2017) and offered in exchange for corresponding amounts of the corresponding 
Unregistered Notes issued in October 2009, in accordance with a US Form F-4 Registration Statement pursuant 
to an exchange offer launched by Anheuser-Busch InBev Worldwide Inc. in the US on 8 January 2010 and expired 
on 5 February 2010 (the “Registered Notes issued in February 2010”) each issued by Anheuser-Busch InBev 
Worldwide Inc. with an unconditional and irrevocable guarantee as to payment of principal and interest from the 
old Anheuser-Busch InBev. 
The US Dollar Notes have been transferred to the company as a result of the merger between Anheuser-Busch InBev 
(formerly “Newbelco”) and the old AB InBev, which took place on 10 October 2016 in the framework of the combination with 
SAB.  
4. NOTES ISSUED UNDER ANHEUSER-BUSCH INBEV’S SHELF REGISTRATION STATEMENT FILED ON  
FORM F-3.  
For the sake of completeness, there is no Change of Control Clause applicable to outstanding Notes issued under Anheuser-
Busch InBev’s Shelf Registration Statement filed on Form F-3 (with an unconditional and irrevocable guarantee as to 
payment of principal and interest from Anheuser-Busch InBev SA/NV).

AB InBev – Annual Report 2022  27 
 
8. Remuneration 
8.1. Remuneration policy 
The remuneration policy applies to the directors, the CEO and the other members of the ExCom. References to the 
remuneration of other executives of the company, including the other members of the Senior Leadership Team (SLT), are 
purely for information purposes. The remuneration policy was approved at the annual shareholders’ meeting of 27 April 
2022.  
8.1.1. REMUNERATION COMMITTEE 
The Remuneration Committee consists of three members appointed by the Board, all of whom are non-executive directors. 
Currently, the chairperson of the Remuneration Committee is a representative of the Reference Shareholder and the two 
other members meet the requirements of independence as established by the Belgian Companies and Associations Code 
and the 2020 Belgian Corporate Governance Code. The CEO and the Chief People Officer are invited to the meetings of 
the Remuneration Committee.  
The Remuneration Committee meets four times a year, and more often if required, and is convened by its chairperson or at 
the request of at least two of its members. 
The detailed composition, functioning and specific responsibilities of the Remuneration Committee are set forth in its terms 
of reference, which are part of the company’s Corporate Governance Charter. 
The principal role of the Remuneration Committee 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 their individual remuneration packages. Its 
objective is that the CEO and members of the ExCom and SLT are incentivized to achieve, and are compensated for, 
exceptional performance. It also promotes the maintenance and continuous improvement of the company’s compensation 
framework, which applies to all employees.  
AB InBev’s compensation framework is based on meritocracy and a sense of ownership with a view to aligning the interests 
of employees with the interests of shareholders. The Remuneration Committee takes into account the compensation of the 
employees when preparing the remuneration policy applicable to the directors, the members of the ExCom and the other 
members of the SLT. Particularly, the Committee discusses and assesses key areas of remuneration policy for the wider 
workforce throughout the year, the annual bonus pool and resulting pay outcomes for employees across the workforce and 
any material changes to the structure of workforce compensation.  
The Remuneration Committee prepares (and revises as the case may be) the remuneration policy and the remuneration 
report.  
In exceptional circumstances, the company may temporarily derogate from the remuneration policy. These exceptional 
circumstances cover situations in which the derogation is necessary to serve the long-term interests and sustainability of 
the company as a whole or to assure its viability. Such derogation requires the approval of both the Remuneration Committee 
and the Board of Directors. The remuneration report relating to the relevant financial year will include information on any 
derogation, including its justification. 
As noted above, the Remuneration Committee is composed exclusively of non-executive directors and a majority of its 
members qualify as independent directors. This helps to prevent conflicts of interest regarding the establishment, 
amendments and implementation of the remuneration policy in relation to the CEO and ExCom members. The CEO and the 
Chief People Officer do not take part in any discussions or deliberations of the Remuneration Committee related to their 
remuneration. The Remuneration Committee can hold in camera sessions without management being present whenever it 
deems appropriate to do so. 
In addition, the power to approve the remuneration policy, prior to its submission to the shareholders’ meeting, and the 
determination of the remuneration of the CEO and the ExCom and SLT members is vested with the Board upon 
recommendation of the Remuneration Committee. No member of the ExCom is at the same time a member of the Board. 
As regards the remuneration of the directors, all decisions are adopted by the shareholders’ meeting.

AB InBev – Annual Report 2022  28 
 
8.1.2. REMUNERATION POLICY OF THE DIRECTORS 
A. Remuneration governance 
The Remuneration Committee recommends the remuneration for directors, including the chairperson and the directors 
sitting on one or more of the Board committees. In so doing, it benchmarks from time to time directors’ remuneration against 
peer companies, as the case may be, with the assistance of an independent consulting firm. These recommendations are 
subject to approval by the Board and, subsequently, by the shareholders at the annual general meeting.  
In addition, the Board sets and revises, from time to time, the rules and level of compensation for directors carrying out a 
special mandate and the rules for reimbursement of directors’ business-related out-of-pocket expenses. 
The shareholders’ meeting may from time to time revise the directors’ remuneration upon recommendation of the 
Remuneration Committee.  
B. Structure of the remuneration 
The remuneration of the directors comprises a fixed cash fee component and a share-based component consisting of an 
award of Restricted Stock Units, which makes Board remuneration simple, transparent and easy for shareholders to 
understand. Remuneration is commensurate to the time committed by the directors to the Board and its various committees 
and is set by the shareholders’ meeting upon recommendation of the Remuneration Committee. In addition, the 
remuneration is designed to attract and retain talented directors. The award of Restricted Stock Units further aligns the 
interests of the directors with the sustainable value-creation objectives of the company.  
Restricted Stock Units corresponding to a fixed value in Euro are granted to the members of its Board as part of the fixed 
remuneration for the exercise of their duties. The Restricted Stock Units vest after five years and, upon vesting, entitle their 
holders to one AB InBev share per Restricted Stock Unit (subject to any applicable withholdings). The granting and vesting 
of the Restricted Stock Units are not subject to performance criteria. Such Restricted Stock Units therefore qualify as fixed 
remuneration, as recommended by the 2020 Belgian Corporate Governance Code. 
Contrary to the soft law recommendation of the 2020 Belgian Corporate Governance Code, the shares delivered to directors 
upon vesting of the Restricted Stock Units are not subject to a lock-up of three years after the date of the delivery and one 
year after the date of departure of the relevant director. However, the five-year vesting period of the Restricted Stock Units 
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.  
C. Other 
The company is prohibited from making loans to directors, 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 company does not provide pensions, medical benefits or other benefit programs to directors. 
8.1.3. REMUNERATION POLICY OF THE EXCOM 
The company’s remuneration policy is designed to support its high-performance culture and the creation of long-term 
sustainable value for its shareholders. The goal of the policy is to reward executives with market-leading compensation, 
which is conditional upon both the overall success of the company and individual performance. It promotes alignment with 
shareholders’ interests by strongly encouraging executive ownership of shares in the company and enables the company 
to attract and retain the best talent at a global level.  
Base salaries are aligned with mid-market levels. Additional short- and long-term incentives are linked to challenging short- 
and long-term performance targets, and the investment of part or all of any variable compensation earned in company 
shares is encouraged (see section 8.1.3.A.b). 
The Board determines the maximum amount for the funding of the variable remuneration pool prior to the start of a 
performance year and the allocation is made in accordance with criteria determined by the Board upon recommendation of 
the Remuneration Committee.  
All criteria and the duration of the vesting periods are aligned with the relevant time horizon of the company and set with the 
goal of fostering the company’s sustainable and long-term commitment to shareholder value creation and its talent retention 
strategy. Criteria and objectives are reviewed by the Remuneration Committee and the Board to promote alignment with the 
company’s business objective and strategic ambition.

AB InBev – Annual Report 2022  29 
 
The targets for each of the performance KPIs and business and individual objectives of the CEO and the other members of 
the ExCom and SLT are set and assessed by the Board based on a pre-determined performance matrix, upon 
recommendation of the Remuneration Committee. The target achievement and corresponding annual and long-term 
incentives of the CEO and the other members of the ExCom and SLT are assessed by the Remuneration Committee.  
The Board may revise the level of remuneration and approve a revised remuneration policy upon recommendation of the 
Remuneration Committee, subject to the approval of the shareholders’ meeting where required. 
A. Components of executive remuneration 
Executive remuneration generally consists of (a) fixed base salary, (b) variable performance-related compensation (bonus), 
(c) long-term incentives in the form of long-term Restricted Stock Units, long-term Performance Stock Units and/or long-
term stock options, (d) pension schemes and (e) other components.  
The ratio between fixed remuneration (consisting of items (a), (d) and (e) listed above) and on-target variable remuneration 
(consisting of items (b) and (c) listed above) depends on seniority levels of the executives. Our remuneration structure 
places a significant emphasis on share-based components, resulting in items (b) and (c) being of a relatively higher weight 
assuming all performance and other requirements are fully met. 
To promote alignment with market practice, executives’ total compensation is reviewed overall against benchmarks. These 
benchmarks are collected by independent compensation consultants, in relevant industries and geographies. For 
benchmarking, a custom sample of over 20 global leading peer companies (the Compensation Peer Group) is used when 
available. The Compensation Peer Group is comprised of companies with a similar size to AB InBev, with the majority of 
them belonging to the consumer goods sector, and each shares a complex and diverse business model and operates in 
talent and labor markets similar to AB InBev.  
The Compensation Peer Group is set by the Remuneration Committee upon the advice of an independent compensation 
consultant. It may be revised from time to time as the company evolves. The Compensation Peer Group that is used as the 
benchmark for a given financial year will be detailed in the Remuneration Report for such financial year. 
If Compensation Peer Group data is not available for a given role, Fortune 100 companies’ data is used.  
Executives’ total compensation at target is intended to be 10% above the third quartile. 
a. Base salary 
Executives’ base salaries are intended to be aligned with mid-market levels for the appropriate market. Mid-market means 
that, for a similar job in the market, 50% of companies in that market pay more and 50% of companies pay less.  
b. Variable performance-related compensation (bonus) – Share-based compensation plan 
Variable performance-related compensation (bonus) is key to the company’s compensation system and is aimed at 
rewarding executives’ short- and long-term performance.  
The target variable performance-related compensation (bonus) is expressed as a percentage of the market reference salary 
applicable to the executive. The on-target bonus percentage currently theoretically amounts to maximum 200% of the market 
reference salary for members of the ExCom and 340% for the CEO. Company performance below or above target will result 
in a bonus payout that is lower or higher than the theoretical on-target amount, subject to a cap. An additional incentive of 
20% on a bonus amount may be awarded by the Remuneration Committee in the case of exceptional circumstances. 
The effective payout of variable performance-related compensation (bonus) is directly correlated with performance, i.e. 
linked to the achievement of total company, business unit and individual targets, all of which are based on performance 
metrics. If executives do not achieve their individual target hurdle, no bonus is earned irrespective of whether the total 
company and/or relevant business units achieve their targets. If, on the other hand, the total company and/or relevant 
business unit targets are not achieved, a limited portion of the bonus is payable to executives if they achieve their individual 
target hurdle.

AB InBev – Annual Report 2022  30 
 
Company and business unit targets are based on performance metrics which focus on top-line growth, profitability and 
long-term value creation. Examples of key performance metrics are: 
• 
EBITDA (organic)  
• 
Cash Flow Generation  
• 
Net Revenue Growth 
• 
Market Share 
• 
Sustainability targets 
These performance metrics may evolve over time. The metrics and the relative weight attributed to each of them are set by 
the Board annually taking into account the company’s strategic priorities. Further details on the metrics for a given financial 
year are included in the remuneration report for such year. 
Individual performance targets of the CEO and the other members of the ExCom may consist of financial and non-financial 
targets. Individual financial targets can, for example, be related to EBITDA, net revenue, capex, resource allocation and net 
debt ratios. Examples of individual non-financial targets include brand development, operations and innovation, sustainability 
and other elements of corporate social responsibility, corporate reputation and compliance/ethics. Typical individual 
performance measures in the non-financial areas relate to employee engagement, talent pipeline, sustainability goals and 
compliance, and are linked to the achievement of the company’s strategic objectives.  
The target achievement for each of the performance metrics and business and personal objectives is assessed by the 
Remuneration Committee on the basis of accounting and financial data and other objective criteria. A weighted performance 
score is translated into a payout curve with a cap, subject to a hurdle of achievement for individual targets. The hurdle is set 
at the minimum acceptable level of individual performance to trigger eligibility for a bonus pay-out. 
The variable performance-related compensation (bonus) is usually paid annually in arrears after the publication of the 
company’s full year results, in or around March of the relevant year. Exceptionally, it may be paid out semi-annually at the 
discretion of the Board. In such case, the first half of the variable compensation is paid shortly after publication of the half 
year results and the second half is paid after publication of the full year results.  
Executives receive their variable performance-related compensation (bonus) in cash but are encouraged to invest some (up 
to 60%) or all of its value in company shares (Voluntary Shares).  
Voluntary Shares are: 
• 
existing ordinary shares; 
• 
entitled to dividends paid as from the date of grant; 
• 
subject to a lock-up period of three years; and 
• 
granted at market price, to which a discount of up to 20% is applied. The discount is delivered in the form of 
Restricted Stock Units, subject to specific restrictions or forfeiture provisions in the event of termination of service 
(Discounted Shares).  
Executives who invest in Voluntary Shares also receive one and a half matching shares from the company for each voluntary 
share invested up to a limited total percentage (60%) of each executive’s variable compensation. These matching shares 
are also delivered in the form of Restricted Stock Units (Matching Shares). 
The Restricted Stock Units relating to the Matching Shares and the Discounted Shares vest over a three-year period. No 
performance conditions apply to the vesting of the Restricted Stock Units. However, Restricted Stock Units will only be 
granted under the double condition that the executive:  
• 
has earned a variable compensation, which is subject to the successful achievement of total company, business 
unit and individual performance targets (performance condition); and 
• 
has agreed to reinvest all or part of his/her variable compensation in company shares, which are subject to a lock-
up as indicated above (ownership condition).  
Specific forfeiture rules apply in the event the executive leaves the company before the vesting date of the Restricted Stock 
Units.

AB InBev – Annual Report 2022  31 
 
In accordance with the authorization granted in the company’s bylaws, this variable compensation system partly deviates 
from article 7:91 of the Belgian Companies and Associations Code, as it allows: 
• 
for the variable remuneration to be paid out based on the achievement of annual targets without staggering its 
grant or payment over a three-year period. However, as indicated above, executives are encouraged to invest 
some or all of their variable compensation in company Voluntary Shares. Such voluntary investment also leads to 
a grant of Matching Shares in the form of Restricted Stock Units, which vest over a three-year period, promoting 
sustainable long-term performance; and 
• 
for the Voluntary Shares granted under the share-based compensation plan to vest at their grant, instead of 
applying a vesting period of minimum three years. Nonetheless, the Voluntary Shares are subject to a lock-up 
period of three years.  
c. Long-term incentives 
Annual long-term incentives 
Subject to management’s assessment of the executive’s performance and future potential, members of our senior 
management may be eligible for an annual long-term incentive paid out in Restricted Stock Units, Performance Stock Units 
and/or stock options. Any grant of annual long-term incentives to members of the ExCom and SLT is subject to Board 
approval, upon recommendation of the Remuneration Committee. Grants to executives of a certain seniority, including 
members of the ExCom and SLT, will primarily take the form of a combination of Restricted Stock Units and Performance 
Stock Units. 
Long-term Restricted Stock Units have the following features: 
• 
a grant value determined on the basis of the market price or an average market price of the share at the time of 
grant; 
• 
upon vesting, each Restricted Stock Unit entitles its holder to acquire one share;  
• 
the Restricted Stock Units cliff vest over a three-year period; and 
• 
in the event the executive leaves the company before the vesting date, specific forfeiture rules will apply. 
Long-term Performance Stock Units have the following features: 
• 
a grant value determined on the basis of the market price or an average market price of the share at the time of 
grant; 
• 
the Performance Stock Units cliff vest over a three-year period;  
• 
upon vesting of the Performance Stock Units, the number of shares to which the holders thereof shall be entitled 
shall depend on a performance test measuring (on a percentile basis) the company’s three-year Total Shareholder 
Return (TSR) relative to the TSR realized for that period by a representative sample of listed companies belonging 
to the consumer goods sector. The number of shares to which such Units entitle their holders is subject to a hurdle 
and cap; and 
• 
in the event the executive leaves the company before the vesting date, specific forfeiture rules will apply. 
Long-term incentive stock options have the following features: 
• 
an exercise price equal to the market price or an average market price of the share at the time of grant; 
• 
a maximum lifetime of 10 years and an exercise period that starts after five years; 
• 
upon exercise, each option entitles the option holder to purchase one share;  
• 
the options cliff vest after five years; and 
• 
in the event of termination of service before the vesting date, specific forfeiture rules will apply.

AB InBev – Annual Report 2022  32 
 
Exceptional long-term incentives  
Restricted Stock Units, Performance Stock Units or stock options may be granted from time to time to members of the senior 
management of the company:  
• 
who have made a significant contribution to the success of the company; or 
• 
who have made a significant contribution in relation to acquisitions and/or the achievement of integration benefits; 
or 
• 
to incentivize and retain senior leaders who are considered to be instrumental in achieving the company’s ambitious 
short or long-term growth agenda.  
Vesting of such Restricted Stock Units, Performance Stock Units or stock options may be subject to achievement of 
performance conditions which will be related to the objectives of such exceptional grants. Such performance conditions may 
consist of financial metrics related to market conditions (e.g. relative TSR) or non-market conditions (e.g. an EBITDA 
compounded annual growth rate). 
Grants will primarily take the form of Restricted Stock Units. Any grant of exceptional long-term incentives to members of 
the ExCom and SLT is subject to Board approval, upon recommendation of the Remuneration Committee. 
The following historic exceptional long-term incentive plans are listed by way of example:  
1. 2020 Incentive Plan: options could be granted to selected members of the senior management of the company, 
who were considered to be instrumental in helping the company to achieve its ambitious growth target.  
Each option gave the grantee the right to purchase one existing share. An exercise price was set at an amount 
equal to the market price of the share at the time of grant. The options had a duration of 10 years as from granting 
and would vest after five years. The options would only become exercisable provided a performance test was met 
by the company. This performance test was based on a net revenue amount which had to be achieved by 31 
December 2022 at the latest.  
2. Integration Incentive Plan: options could be granted to selected members of the senior management of the 
company considering the significant contribution that these employees could make to the success of the company 
and the achievement of integration benefits. 
Each option gave the grantee the right to purchase one existing AB InBev share. The exercise price of the options 
was set at an amount equal to the market price of the share at the time of grant. The options had a duration of 10 
years from grant and would vest on 1 January 2022 and would only become exercisable provided a performance 
test was met by the company by 31 December 2021 at the latest. This performance test was based on an EBITDA 
compounded annual growth rate target and could be complemented by additional country or zone specific or 
function specific targets. Specific forfeiture rules applied if the employee left the company before the performance 
test achievement or vesting date. 
3. Incentive Plan for SAB employees: options could be granted to employees of former SAB. The grant resulted 
from the commitment that the company made under the terms of the combination with SAB that it would, for at least 
one year, preserve the terms and conditions for employment of all employees that remain with the group.  
Each option gives the grantee the right to purchase one existing AB InBev share. The exercise price of the options 
is set at an amount equal to the market price of the share at the time of grant. The options have a duration of 10 
years as from granting and vest after three years. Specific forfeiture rules apply if the employee leaves the company 
before the vesting date. 
4. Long Run Stock Options Incentive Plan: options can be granted to selected members of the company’s senior 
management to incentivize and retain senior leaders who are considered to be instrumental in achieving the 
company’s ambitious long-term growth agenda over the next 10 years. Each option gives the grantee the right to 
purchase one existing share. The exercise price of the options is set at the closing share price on the day preceding 
the grant date. The options have a duration of 15 years as from granting and, in principle, vest after 5 or 10 years. 
The options only become exercisable provided a performance test is met by the company. This performance test 
is based on an organic EBITDA compounded annual growth rate target. Specific forfeiture rules apply if the 
employee leaves the company before the performance test achievement or vesting date. 
Upon recommendation of the Remuneration Committee, the Board can implement similar exceptional long-term incentive 
plans.

AB InBev – Annual Report 2022  33 
 
Other recurring long-term Restricted Stock Unit programs 
Several recurring specific long-term Restricted Stock Unit programs are in place: 
1. 
A base long-term Restricted Stock Units program allowing for the offer of Restricted Stock Units to members of the 
company’s senior management.  
In addition to the annual Long-term Restricted Stock Units described above (see section 8.1.3.A.c Annual long-
term incentives), under this program, Restricted Stock Units can be granted under other sub-plans with specific 
terms and conditions and for specific purposes, e.g. for special retention incentives or to compensate for 
assignments of expatriates in certain countries. In most cases, the Restricted Stock Units vest after three or five 
years without a performance test and in the event of termination of service before the vesting date, specific forfeiture 
rules apply. The Board may set different vesting periods for specific sub-plans or introduce performance tests in 
line with the company’s high-performance culture and the creation of long-term sustainable value for its 
shareholders. Any grant under long-term Restricted Stock Unit programs to members of the ExCom and SLT is 
subject to Board approval, upon recommendation of the Remuneration Committee. 
2. 
A program allowing certain employees to purchase company shares at a discount aimed as a long-term retention 
incentive for (i) high-potential employees of the company, who are at a mid-manager level (People bet share 
purchase program) or (ii) newly hired employees. The voluntary investment in company shares leads to the grant 
of up to three Matching Shares for each share invested or, as the case may be, a number of Matching Shares 
corresponding to a fixed monetary value that depends on seniority level. The Matching Shares are granted in the 
form of Restricted Stock Units which vest after five years. In the event of termination before the vesting date, 
specific forfeiture rules apply. Since 2016, instead of Restricted Stock Units, stock options may also be granted 
under this program with similar vesting and forfeiture rules.  
Exchange of share ownership program 
From time to time, certain members of Ambev’s senior management are transferred to AB InBev and vice versa. In order to 
encourage management mobility and promote alignment between AB InBev’s interests and the interests of these managers, 
the Board has approved a program that aims at facilitating the exchange by these managers of their Ambev shares into AB 
InBev shares.  
Under the program, the Ambev shares can be exchanged for AB InBev shares based on the average share price of both 
the Ambev and the AB InBev shares on the date the exchange is requested. A discount of 16.66% is granted in exchange 
for a five-year lock-up period for the shares, provided the manager remains in service during this period. The discounted 
shares are forfeited in the event of termination of service before the end of the five-year lock-up period.  
Programs for maintaining consistency of benefits granted and for encouraging global mobility of executives  
Two programs which are aimed at maintaining consistency of benefits granted to executives and encouraging the 
international mobility of executives while complying with all legal and tax obligations are in place: 
1. 
The Exchange program: under this program, the vesting and transferability restrictions of the Series A options 
granted under the November 2008 Exceptional Option Grant and of the options granted under the April 2009 
Exceptional Option Grant could be released, e.g. for executives who moved to the United States. These executives 
were then offered the possibility to exchange their options for ordinary AB InBev shares that remained locked up 
until 31 December 2018 (five years longer than the original lock-up period). Since the Series A options granted 
under the November 2008 Exceptional Option Grant and the options granted under the April 2009 Exceptional 
Option Grant vested on 1 January 2014, the Exchange program is no longer relevant for these options. Instead, 
the Exchange program has now become applicable to the Series B options granted under the November 2008 
Exceptional Option Grant. Under the extended program, executives who are relocated, e.g. to the United States, 
can be offered the possibility to exchange their Series B options for ordinary Anheuser-Busch shares that, in 
principle, remain locked up until 31 December 2023 (five years longer than the original lock-up period). As a variant 
to this program, the Board also approved the recommendation of the Remuneration Committee to allow the early 
release of the vesting conditions of the Series B options granted under the November 2008 Exceptional Option 
Grant for executives who are relocated, e.g. to the United States. The shares that result from the exercise of the 
options must, in principle, remain blocked until 31 December 2023.  
2. 
The Dividend waiver program: where applicable, the dividend protection feature of the outstanding options owned 
by executives who move to the United States is being cancelled. In order to compensate for the economic loss 
which results from this cancellation, a number of new options is granted to these executives with a value equal to 
this economic loss. The new options have a strike price equal to the share price on the day preceding the grant 
date of the options. All other terms and conditions, in particular with respect to vesting, exercise limitations and

AB InBev – Annual Report 2022  34 
 
forfeiture rules of the new options are identical to the outstanding options for which the dividend protection feature 
is cancelled. As a consequence, the grant of these new options does not result in the grant of any additional 
economic benefit to the executives concerned.  
There is also a possible early release of vesting conditions of unvested stock options or Restricted Stock Units which are 
vesting within six months of the executives’ relocation. The shares that result from the early exercise of the options or the 
early vesting of the Restricted Stock Units must remain blocked until the end of the initial vesting period.  
d. Pension schemes  
Our executives participate in Anheuser-Busch InBev’s pension schemes in either the United States, Belgium or their home 
country. These schemes are in line with predominant market practices in the respective countries. They may be defined 
benefit plans or defined contribution plans. 
e. Other benefits 
The company is prohibited from making loans to members of the ExCom or SLT, 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). 
Executives and their family are eligible to participate in the Employer’s Executive benefit plans (including medical and 
hospitalization, death and disability plans) in effect from time to time, in line with the predominant market practices. 
B. Minimum threshold of shares to be held by members of the ExCom 
The Board has set a minimum threshold of shares of the company to be held at any time by the CEO to two years of base 
salary (gross) and by the other members of the ExCom to one year of base salary (gross). Newly appointed ExCom members 
have three years to reach such threshold following the date of their appointment. 
C. Main contractual terms and conditions of employment of members of the ExCom  
The terms and conditions of employment of the members of the ExCom are included in individual employment agreements 
which are concluded for an indefinite period of time. Executives are also required to comply with the company’s policies and 
codes such as the Code of Business Conduct and Code of Dealing and are subject to exclusivity, confidentiality and non-
compete obligations under their employment agreements.  
The agreement typically provides that the executive’s eligibility for payment of variable compensation is determined 
exclusively on the basis of the achievement of company and individual targets set by the company. The specific conditions 
and modalities of the variable compensation are fixed separately by the company and approved by the Remuneration 
Committee. 
The termination arrangements for the ExCom members provide for a termination indemnity of 12 months of remuneration, 
including variable compensation, in the event of termination without cause. The variable compensation for purposes of the 
termination indemnity shall be calculated as the average of the variable compensation paid to the executive for the last two 
years of employment prior to the year of termination. In addition, if the company decides to impose upon the executive a 
non-compete restriction of 12 months, the executive shall be entitled to receive an additional indemnity of six months, subject 
to applicable laws and regulations. 
D. Reclaim of variable remuneration 
The company’s share-based compensation and long-term incentive plans contain a malus provision for all grants made 
since March 2019. Such provision provides that the Restricted Stock Units and/or stock options granted to an executive will 
automatically expire and become null and void in the scenario where the executive is found by the Global Ethics and 
Compliance Committee to be (i) responsible for a material breach of the company’s Code of Business Conduct; or (ii) subject 
to a material adverse court or administrative decision, in each case in the period before the vesting of the Restricted Stock 
Units or exercise of the stock options.

AB InBev – Annual Report 2022  35 
 
8.2. Remuneration report 
This remuneration report must be read together with the remuneration policy which, to the extent necessary, should be 
regarded as forming part of this remuneration report. The remuneration granted to directors and members of the ExCom 
with respect to financial year 2022 is in line with the remuneration policy. It is designed to support the company’s high-
performance culture and the creation of long-term sustainable value for its shareholders and promotes alignment with 
shareholders’ interests by strongly encouraging executive ownership of shares in the company. 
The remuneration report will be submitted to the approval of the annual shareholders’ meeting of 26 April 2023.  
8.2.1. REMUNERATION REPORT RELATING TO DIRECTORS 
A. General overview 
a. Cash remuneration 
The fixed annual fee of the directors amounts to 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, a fixed annual retainer applies as follows: (a) EUR 28,000 for the chairperson of the Audit Committee, (b) EUR 
14,000 for the other members of the Audit Committee, (c) EUR 14,000 for each of the chairpersons of the Finance 
Committee, the Remuneration Committee and the Nomination Committee, and (d) EUR 7,000 for 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 the case of participation of a director in several committees. 
b. Share-based remuneration  
The share-based portion of the remuneration of the directors of the company is granted in the form of Restricted Stock Units 
corresponding to a fixed gross value per year of (i) EUR 550,000 for the chairperson of the Board, (ii) EUR 350,000 for the 
chairperson of the Audit Committee and (iii) EUR 200,000 for the other directors.  
Such Restricted Stock Units vest after five years. Each director is entitled to receive a number of Restricted Stock Units 
corresponding to the above amount to which such director is entitled divided by the closing price of the shares of the 
company on Euronext Brussels on the day preceding the annual shareholders’ meeting approving the accounts of the 
financial year to which the remuneration in Restricted Stock Units relates. Upon vesting, each vested Restricted Stock Unit 
entitles its holder to one AB InBev share (subject to any applicable withholdings). 
B. Individual director remuneration  
Individual director remuneration for 2022 is presented in the table below. All amounts presented are gross amounts 
expressed in Euro before deduction of withholding tax.  
 
Number of  
Board meetings 
attended 
Annual fee  
for Board  
meetings  
Fees for  
Committee  
meetings 
Total fee 
Number of 
Restricted Stock 
Units granted (4) 
Maria Asuncion Aramburuzabala  
10 
75,000 
0 
75,000 
3,637 
Martin J. Barrington  
10 
255,000 
21,000 
276,000 
10,001 
Michele Burns  
9 
127,500 
42,000 
169,500 
6,364 
Sabine Chalmers 
10 
75,000 
7,000 
82,000 
3,637 
Paul Cornet de Ways Ruart 
10 
75,000 
7,000 
82,000 
3,637 
Grégoire de Spoelberch  
10 
75,000 
14,000 
89,000 
3,637 
Claudio Garcia 
10 
75,000 
28,000 
103,000 
3,637 
William F. Gifford (1) 
9 
0 
0 
0 
0 
Paulo Lemann  
10 
75,000 
7,000 
82,000 
3,637 
Xiaozhi Liu 
10 
75,000 
14,000 
89,000 
3,637 
Nitin Nohria (2) 
4 
51,000 
4,760 
55,760 
0 
Alejandro Santo Domingo  
10 
75,000 
7,000 
82,000 
3,637 
Elio Leoni Sceti  
10 
75,000 
21,000 
96,000 
3,637 
Cecilia Sicupira 
10 
75,000 
7,000 
82,000 
3,637 
Roberto Thompson Motta (3) 
5 
24,000 
2,240 
26,240 
3,637 
Alexandre Van Damme 
10 
75,000 
7,000 
82,000 
3,637 
All directors as a group  
 
1,282,500 
189,000 
1,471,500 
60,009 
(1) William F. Gifford has waived his entitlement to any type of remuneration, including share-based remuneration, relating to the exercise of his mandate 
in 2022 and before.

AB InBev – Annual Report 2022  36 
 
(2) Mr. Nitin Nohria is a member of the Board of Directors since 27 April 2022. Mr. Nohria served as a strategic advisor to the Board prior to his appointment 
as Board member. In 2022, Mr. Nohria earned EUR 100,000 in this advisory capacity. 
(3) Mr. Roberto Thompson was a member of the Board of Directors until 27 April 2022.  
(4) No Restricted Stock Units granted to Directors vested in 2022. 
C. Options owned by directors 
The table below sets forth, for each of the company’s current directors, the number of LTI stock options they owned as of 
31 December 2022 (1). LTI options are no longer awarded to directors (last grant on 25 April 2018)1. 
 
 
LTI 26 
LTI 25 
LTI 24 
LTI 23 
LTI 22 
Number of LTI 
stock options 
owned 
 
Grant date 
25 Apr 2018 
26 Apr 2017 
27 Apr 2016 
29 Apr 2015 
30 Apr 2014 
Vesting date 
25 Apr 2023 
26 Apr 2022 
27 Apr 2021 
29 Apr 2020 
30 Apr 2019 
Expiry date 
24 Apr 2028 
25 Apr 2027 
26 Apr 2026 
28 Apr 2025 
29 Apr 2024 
Maria Asuncion Aramburuzabala 
15,000 
15,000 
15,000 
15,000 
0 
60,000 
Martin J. Barrington 
0 
0 
0 
0 
0 
0 
Sabine Chalmers (2) 
0 
0 
0 
0 
0 
0 
Michele Burns 
25,500 
25,500 
25,500 
0 
0 
76,500 
Paul Cornet de Ways Ruart 
15,000 
15,000 
15,000 
15,000 
15,000 
75,000 
Grégoire de Spoelberch 
15,000 
15,000 
15,000 
15,000 
15,000 
75,000 
Claudio Garcia (2) 
0 
0 
0 
0 
0 
0 
William F. Gifford (3) 
0 
0 
0 
0 
0 
0 
Paulo Lemann 
15,000 
15,000 
15,000 
15,000 
0 
60,000 
Xiaozhi Liu 
0 
0 
0 
0 
0 
0 
Nitin Nohria 
0 
0 
0 
0 
0 
0 
Alejandro Santo Domingo  
15,000 
15,000 
0 
0 
0 
30,000 
Elio Leoni Sceti 
15,000 
15,000 
15,000 
15,000 
0 
60,000 
Cecilia Sicupira 
0 
0 
0 
0 
0 
0 
Alexandre Van Damme 
15,000 
15,000 
15,000 
15,000 
15,000 
75,000 
Strike price (Euro) 
84.47 
104.50 
113.25 
113.10 
80.83 
 
(1) At the annual shareholders’ meeting of 30 April 2014, all outstanding LTI warrants were converted into LTI stock options, i.e. the right to purchase existing 
ordinary shares instead of the right to subscribe to newly issued shares. All other terms and conditions of the outstanding LTI warrants remained 
unchanged. In 2022, no LTI stock options listed in the above table were exercised by directors.  
(2) Claudio Garcia and Sabine Chalmers do not hold stock options under the company’s LTI Stock Options Plan for directors. However, they do still hold 
certain LTI stock options that were awarded to them in the past in their capacity as executives of the company. Out of these, in 2022 Sabine Chalmers 
exercised 230,000 LTI stock options granted on 25 November 2008 with an exercise price of EUR 10.50 and 200,325 LTI stock options granted on 1 
December 2009 with an exercise price of EUR 33.24. 
(3) William F. Gifford has waived his entitlement to any type of remuneration, including long-term incentive stock options, relating to the exercise of his mandate 
in 2022 and before. 
  
 
 
 
1 Until 31 December 2018, the company had a long-term incentive (LTI) stock option plan for directors. All LTI grants to directors were in the form of stock 
options on existing shares with the following features:  
- an exercise price equal to the market price of the share at the time of granting; 
- a maximum lifetime of 10 years and an exercise period that starts after five years; and 
- the LTI stock options cliff vest after five years. Unvested LTI stock options are subject to forfeiture provisions in the event that the directorship is not 
renewed upon the expiry of its term or is terminated in the course of its term, both due to a breach of duty by the director. 
This LTI stock option plan was replaced in 2019 with the RSU Plan described in section 8.2.1.A.b.

AB InBev – Annual Report 2022  37 
 
D. Restricted Stock Units owned by directors  
The table below sets forth, for each of the company’s current directors, the number of Restricted Stock Units they owned as 
of 31 December 2022: 
 
 
 
 
 
Number of 
Restricted 
Stock Units 
owned (2) 
Grant Date 
24 April 2019 
3 June 2020 
28 April 2021 
27 April 2022 
Vesting Date 
24 April 2024 
3 June 2025 
28 April 2026 
27 April 2027 
Maria Asuncion Aramburuzabala  
2,640 
4,603 
3,502 
3,637 
14,382 
Martin J. Barrington  
1,641 
12,662 
9,635 
10,001 
33,939 
Michele Burns  
4,622 
8,057 
6,131 
6,364 
25,174 
Sabine Chalmers 
0 
4,603 
3,502 
3,637 
11,742 
Paul Cornet de Ways Ruart 
2,640 
4,603 
3,502 
3,637 
14,382 
Grégoire de Spoelberch  
2,640 
4,603 
3,502 
3,637 
14,382 
Claudio Garcia 
0 
4,603 
3,502 
3,637 
11,742 
William F. Gifford (1) 
0 
0 
0 
0 
0 
Paulo Lemann  
2,640 
4,603 
3,502 
3,637 
14,382 
Xiaozhi Liu 
0 
4,603 
3,502 
3,637 
11,742 
Nitin Nohria 
0 
0 
0 
0 
0 
Alejandro Santo Domingo  
2,640 
4,603 
3,502 
3,637 
14,382 
Elio Leoni Sceti  
2,640 
4,603 
3,502 
3,637 
14,382 
Cecilia Sicupira 
0 
4,603 
3,502 
3,637 
11,742 
Alexandre Van Damme 
2,640 
4,603 
3,502 
3,637 
14,382 
All directors as a group  
24,743 
71,352 
54,288 
56,372 
206,755 
(1) William F. Gifford has waived his entitlement to any type of remuneration, including share-based remuneration, relating to the exercise of his mandate in 
2022 and before. 
(2) No Restricted Stock Units granted to Directors vested in 2022. 
 
8.2.2. REMUNERATION REPORT RELATING TO THE EXCOM  
Except as provided otherwise, the information in this section relates to the members of the ExCom as at 31 December 2022. 
A. Components of executive remuneration 
a. 
General Overview and Peer Groups  
General Overview 
Executive remuneration generally consists of (a) fixed base salary, (b) variable performance-related compensation (bonus), 
(c) long-term incentives in the form of long-term Restricted Stock Units, long-term Performance Stock Units and/or long-
term stock options, (d) pension schemes (e) other components. All amounts shown below are gross amounts before 
deduction of withholding taxes and social security. 
The ratio between fixed remuneration (consisting of items (a), (d) and (e) listed above) and on-target variable remuneration 
(consisting of items (b) and (c) listed above) depends on seniority levels of the executives. Our remuneration structure 
places a significant emphasis on share-based components, resulting in items (b) and (c) being of a relatively higher weight 
assuming all performance and other requirements are fully met. Variable compensation is key to the company’s 
compensation system and is aimed at rewarding executives’ short- and long-term performance. For the CEO, the award 
value of on-target variable remuneration for 2022 could amount to up to 94% of his total on-target compensation, assuming 
all performance and other requirements are fully met. For the other members of the ExCom, the award value of on-target 
variable remuneration for 2022 could on average amount to up to 89% of their total on-target compensation, assuming all 
performance and other requirements are fully met. 
Peer Groups 
To promote alignment with market practice, executives’ total compensation is reviewed against benchmarks (see section 
8.1.3.A. of our remuneration policy). The Compensation Peer Group that was used as the benchmark for financial year 2022 
was composed of the following companies:

AB InBev – Annual Report 2022  38 
 
2022 Compensation Peer Group 
Accenture 
Johnson & Johnson 
Oracle 
Altria 
Kraft Heinz 
PepsiCo 
Apple 
LVMH 
Philip Morris 
Coca-Cola 
McDonald’s 
Procter & Gamble 
Comcast 
Merck 
Starbucks 
Diageo 
Microsoft 
Walt Disney 
FedEx 
Nike 
IBM 
Omnicom 
The Company also establishes a peer group to assess its three-year Total Shareholder Return (TSR) relative to the TSR 
realized for that period by a representative sample of 16 listed companies belonging to the consumer goods sector (the TSR 
Peer Group) (see section 8.1.3.A.c. of our remuneration policy). The below TSR Peer Group was used for Performance 
Stock Units granted in 2022: 
 
2022 TSR Peer Group 
3M 
Heineken 
Procter & Gamble 
Altria 
Kraft Heinz 
Reckitt Benckiser 
Carlsberg 
Mondelez 
Starbucks 
Coca-Cola 
Nestlé 
Unilever 
Colgate-Palmolive 
PepsiCo 
 
Diageo 
Philip Morris 
 
 
b. 
Base salary 
In 2022, based on his employment contract, Michel Doukeris earned a fixed annual base salary of EUR 1.33 million (USD 
1.39 million), while the other members of the ExCom earned an aggregate annual base salary of EUR 2.05 million (USD 
2.16 million).  
c. Variable performance-related compensation (bonus) – Share-based compensation plan 
The effective payout of variable performance-based compensation (bonus) in respect of financial year 2022 is directly 
correlated with performance, i.e. linked to the achievement of total company, business unit and individual targets, all of 
which are based on performance metrics, whereby below a hurdle of individual target achievement, no variable 
compensation is earned.  
The Board of Directors sets targets for eligibility to a bonus payout. Company and business unit targets are based on 
performance metrics which focus on top-line growth, profitability and long-term value creation. The individual targets are 
derived from the Company’s ten-year plan which is the foundation of our strategy and which is defined by three strategic 
pillars: Lead and Grow the Category, Digitize and Monetize our Ecosystem and Optimize our Business.  
For financial year 2022, the performance metrics for the ExCom and their relative weights were:

AB InBev – Annual Report 2022  39 
 
 
 
Variable compensation (bonus) for performance in 2022 – To be paid in March 2023  
Based on its performance and results in 2022, the company overachieved its aggregated company and business unit 
performance targets.  
For the year 2022, Michel Doukeris earned a bonus of EUR 5.66 million (USD 5.95 million). The other members of the 
ExCom (as at 31 December 2022) earned an aggregate bonus of EUR 5.03 million (USD 5.29 million). 
The amount of variable compensation (bonus) is based on the company’s performance during the year 2022 and the 
executive’s individual target achievement. The variable compensation will be paid in or around March 2023. 
Executives will receive their bonus for financial year 2022 in cash but are encouraged to invest some or all of its value in 
Voluntary Shares. Such voluntary investment leads to a discount of up to 20% and a grant of one and a half (1.5) Matching 
Shares by the company for each Voluntary Share invested up to a limited total percentage of each executive’s bonus in 
accordance with the remuneration policy of the company that applies for bonuses in respect of financial year 2022 onwards. 
Variable compensation (bonus) for performance in 2021 – Paid in March 2022  
The following table sets forth information regarding the number of Voluntary Shares acquired by, and Matching Shares and 
Discounted Shares granted to, our CEO and the other members of our ExCom in March 2022 under the Share-based 
compensation plan in respect of the variable compensation (bonus) awarded for performance in 2021 as described in the 
remuneration report for financial year 2021. The CEO and the other members of our ExCom invested the full amunt of their 
bonus in Voluntary Shares. The Matching Shares (in an amount of three (3) Matching Shares for each Voluntary Share) and 
Discounted Shares were granted in the form of Restricted Stock Units of which half will vest after three years (on 1 March 
2025) and the other half after five years (1 March 2027) in accordance with the remuneration policy of the company that 
applied for bonuses in respect of financial year 2021. In the event the executive leaves the company before the vesting date, 
specific forfeiture rules apply. 
 
Name 
Voluntary Shares Acquired 
Matching and Discounted 
Shares Granted 
Michel Doukeris (CEO)(1) 
71,570 
347,645 
David Almeida 
16,408 
78,238 
John Blood 
20,616 
94,370 
Fernando Tennenbaum 
19,988 
99,471 
(1) Carlos Brito acquired 34,033 Voluntary Shares and was granted 173,822 Matching Shares in March 2022 in respect of the variable compensation 
(bonus) awarded for the performance of his role as CEO until 30 June 2021 as described in the remuneration report for financial year 2021. 
d. 
Long-term incentives 
Annual long-term incentive restricted stock units (RSUs)  
On 1 March 2022, 137,648 annual long-term incentive Restricted Stock Units (RSUs) for 2021 were granted to Michel 
Doukeris. In accordance with the remuneration policy of the company that applied in respect of financial year 2021, half of 
these Restricted Stock Units cliff vest over a three-year period (1 March 2025) and the other half cliff vest over a five-year 
period (1 March 2027). In the event the executive leaves the company before the vesting date, specific forfeiture rules apply.

AB InBev – Annual Report 2022  40 
 
On 14 December 2022, annual long-term Restricted Stock Units for 2022 were granted to Michel Doukeris (243,212 RSUs), 
David Almeida (39,668 RSUs), John Blood (30,833 RSUs) and Fernando Tennenbaum (43,413 RSUs). In accordance with 
the remuneration policy that applies in respect of financial year 2022 onwards, these Restricted Stock Units cliff vest over a 
three-year period (14 December 2025). In the event the executive leaves the company before the vesting date, specific 
forfeiture rules apply. 
Annual long-term incentive performance stock units (PSUs)  
On 14 December 2022, annual long-term Performance Stock Units (PSUs) for 2022 were granted to Michel Doukeris (62,475 
PSUs), David Almeida (11,378 PSUs), John Blood (10,332 PSUs) and Fernando Tennenbaum (12,573 PSUs).   
The Performance Stock Units cliff vest over a three-year period (14 December 2025). In the event the executive leaves the 
company before the vesting date, specific forfeiture rules apply. 
See section 8.2.2.A.a. for the applicable TSR Peer Group. 
Exceptional long-term incentives  
In 2022, no grants were made to members of the ExCom under the historic exceptional long-term incentive plans described 
in section 8.1.3.A.c.  
Recurring Specific long-term Restricted Stock Unit programs 
In 2022, no grants were made to members of the ExCom under the company’s other recurring specific long-term Restricted 
Stock Unit programs (as described in section 8.1.3.A.c.).  
Exchange of share ownership program 
In 2022, no member of the ExCom participated in the company’s exchange of share ownership program (as described in 
section 8.1.3.A.c). 
Programs for maintaining consistency of benefits granted and for encouraging global mobility of executives  
In 2022, no member of the ExCom participated in any of the company’s programs for maintaining consistency of benefits 
granted and for encouraging global mobility of executives (as described in section 8.1.3.A.c). 
e. Pension schemes  
The CEO and the other members of the ExCom participate in a defined contribution plan. The annual contribution that was 
paid by the company for Michel Doukeris amounted to approximately USD 0.19 million in 2022. The contributions for the 
other members of the ExCom amounted to approximately USD 0.03 million in aggregate in 2022. 
f. Other benefits 
Executives are also entitled to disability, life, medical (including vision and dental) and Group Variable Universal Life (GVUL) 
insurance and perquisites that are competitive with market practices, the costs of which together amounted in 2022 to 
approximately USD 0.03 million for Michel Doukeris and approximately USD 0.08 million in aggregate for the other members 
of the ExCom. 
B. Minimum threshold of shares to be held by members of the ExCom  
The Board has set a minimum threshold of shares of the company to be held at any time by the CEO to two years of base 
salary (gross) and by the other members of the ExCom to one year of base salary (gross). Newly appointed ExCom members 
have three years to reach such threshold following the date of their appointment. 
C. Main contractual terms and conditions of employment of members of the Executive Committee (ExCom) in 2022  
See section 8.1.3.C for a description of the main contractual terms and conditions of employment of members of the ExCom, 
including termination arrangements. 
D. Reclaim of variable remuneration 
Malus provisions have been included in the share-based compensation and long-term incentive plans relating to grants 
made in 2022 (see section 8.1.3.D.). No variable remuneration was reclaimed in 2022.

AB InBev – Annual Report 2022  41 
 
E. Options owned by members of the ExCom  
The table below sets forth the number of LTI stock options owned by the members of our ExCom as of 31 December 2022 
under the annual LTI stock option plan (see section 8.1.3.A.c).  
 
 
LTI options 
LTI options 
LTI options 
LTI options 
LTI options 
LTI options 
Grant date 
30 Nov 2012 
02 Dec 2013 
01 Dec 2014 
01 Dec 2015 
22 Dec 2015 
01 Dec 2016 
Vesting date 
30 Nov 2017 
02 Dec 2018 
01 Dec 2019 
01 Dec 2020 
22 Dec 2020 
01 Dec 2021 
Expiry date 
29 Nov 2022 
01 Dec 2023 
30 Nov 2024 
30 Nov 2025 
21 Dec 2025 
30 Nov 2026 
ExCom (1) 
0(2) 
83,922 
113,468 
36,035 
45,837 
36,728 
Strike price (EUR) 
66.56 
75.15 
94.46 
121.95 
113.00 
98.04 
 
 
LTI options 
LTI options 
LTI options 
LTI options 
LTI options 
Grant date 
20 Jan 2017 
01 Dec 2017 
22 Jan 2018 
25 Jan 2019 
02 Dec 2019 
Vesting date 
20 Jan 2022 
01 Dec 2022 
22 Jan 2023 
25 Jan 2024 
02 Dec 2024 
Expiry date 
19 Jan 2027 
30 Nov 2027 
21 Jan 2028 
24 Jan 2029 
01 Dec 2029 
ExCom (1) 
75,756 (3) 
19,112 (4) 
146,486 
306,794  
377,402  
Strike price (EUR) 
98.85 
96.70 
94.36 
65.70 
71.87 
(1) 
No options were exercised in 2022 by members of the ExCom.  
(2) 
The following options granted on 30 November 2012 expired on 29 November 2022: 
a. 
30,124 options held by David Almeida. 
b. 
21,588 options held by Fernando Tennenbaum.  
c. 
5,168 options held by John Blood. 
(3) 
The following options granted on 20 January 2017 vested on 20 January 2022 with an exercise price of 98.85 EUR: 
a. 
29,137 options held by David Almeida. 
b. 
46,619 options held by Michel Doukeris.  
(4) 
The following options granted on 1 December 2017 vested on 1 December 2022 with an exercise price of 96.70 EUR: 
a. 
19,112 options held by Fernando Tennenbaum. 
 
The table below sets forth the number of options owned by the members of the ExCom as of 31 December 2022(1) under 
the November 2008 Exceptional Option Grant.  
 
November 2008 Exceptional  
Grant options Series B – 
Dividend Waiver 09  
Grant date 
1 Dec 2009 
Vesting date 
01 Jan 2019 
Expiry date 
24 Nov 2023 
ExCom (2) 
228,943 
Strike price (EUR) 
33.24 
(1) 
The outstanding stock options have a duration of 15 years as from granting and vested on 1 January 2019. The exercise of the stock options is subject, 
among other things, to the condition that the company meets a performance test. This performance test, which was met, required the net debt/EBITDA, 
as defined (adjusted for exceptional items) ratio to fall below 2.5 before 31 December 2013.  
(2) 
No options were exercised in 2022 by members of the ExCom. 
 
The table below sets forth the number of options granted under exceptional long-term plans owned by the members of the 
ExCom as of 31 December 2022 (see section 8.1.3. A.c). 
 
2020 Incentive 
Stock Options 
Integration 
Incentive Stock 
Options 
Integration 
Incentive Stock 
Options 
Long Run Stock 
Options Incentive 
Plan  
March 2020 Stock 
Option Incentive 
Grant date 
22 Dec 2015 
15 Dec 2016 
5 May 2017 
1 Dec 2017 
25 Mar 2020 
Vesting date 
22 Dec 2020  
1 Jan 2022  
1 Jan 2021  
1 Jan 2028(1)  
25 Mar 2025 
Expiry date 
21 Dec 2025 
31 Dec 2026 
31 Dec 2026 
31 Dec 2032 
24 Mar 2030 
ExCom (4) 
0 (2) 
0 (3) 
0 (3) 
2,503,130 
4,980,927 
Strike price (EUR) 
113.00 
97.99 
109.10 
96.70 
40.40 
 
(1) The exercisability of the Long Run Stock Options is subject, among other things, to the condition that the company meets a performance test. This 
performance test is based on an organic EBITDA compounded annual growth rate target.  
(2) The exercisability of the 2020 Incentive Stock Options was subject, among other things, to the condition that the company met a performance test. This 
performance test was based on a net revenue amount which had to be achieved by 31 December 2022 at the latest. The following options lapsed in 2022 
since the performance test was not met by that date:  
a. 
143,471 options with a strike price of 113.00 EUR held by Fernando Tennenbaum.  
b. 
47,823 options with a strike price of 113.00 EUR held by John Blood.

AB InBev – Annual Report 2022  42 
 
(3) 
The exercisability of the Integration Stock Options was subject, among other things, to the condition that the company met a performance test. This 
performance test was based on an EBITDA compounded annual growth rate target and could be complemented by additional country or zone specific or 
function specific targets which had to be achieved by 31 December 2021 at the latest. The following options lapsed in 2022 since the performance test 
was not met by that date:  
a. 
173,628 options with a strike price of 97.99 EUR held by Fernando Tennenbaum. 
b. 
261,706 options with a strike price of 109.10 EUR held by David Almeida. 
(4) 
No options were exercised in 2022 by members of the ExCom. 
F. Restricted Stock Units owned by members of the ExCom  
The table below sets forth the number of Restricted Stock Units owned by the members of the ExCom as of 31 December 
2022(1). 
 
December 
2012 
Exceptional 
RSU B 
December 
2014 
Exceptional 
RSU B 
Matching 
Shares 
March 
2017 
Matching 
Shares 
March 2018 
August 2018 
Performance 
RSU 
Matching 
Shares 
March 2019 
Matching 
Shares July 
2019 
Grant 
date 
14 Dec 2012 
17 Dec 2014 
3 Mar 2017 
2 Mar 2018 
14 Aug 2018 
4 Mar 2019 
29 Jul 2019 
Vesting 
date 
14 Dec 2022 
17 Dec 2024 
3 Mar 2022 
2 Mar 2023 
14 Aug 2023 
4 Mar 2024 
29 Jul 2024 
ExCom 
0 
10,902 
0 
79,203 
55,425 
17,117 
42,591 
 
 
Matching 
Shares March 
2020 
March 2020 
RSU grant 
December 2020 
LTI RSU A 
December 2020 
LTI RSU B 
December 2021 
LTI RSU A 
December 2021 
LTI RSU B 
Grant date 
2 Mar 2020 
25 Mar 2020 
14 Dec 2020 
14 Dec 2020 
13 Dec 2021 
13 Dec 2021 
Vesting date 
2 Mar 2025 
25 Mar 2025 
14 Dec 2023 
14 Dec 2025 
13 Dec 2024 
13 Dec 2026 
ExCom 
10,934 
1,291,917 
35,434 
35,431 
26,070 
26,070 
 
 
 
March 2022 LTI 
RSU grant A 
March 2022 LTI 
RSU grant B 
Matching 
Shares March 
2022 grant A 
Matching 
Shares March 
2022 grant B 
December 2022 
LTI RSU 
Grant date 
1 Mar 2022 
1 Mar 2022 
1 Mar 2022 
1 Mar 2022 
14 Dec 2022 
Vesting date 
1 Mar 2025 
1 Mar 2027 
1 Mar 2025 
1 Mar 2027 
14 Dec 2025 
ExCom 
68,824 
68,824 
309,863 
309,861 
357,126 
(1) The following Restricted Stock Units vested in 2022: 
a. 2,059 Restricted Stock Units granted on 3 March 2017 held by John Blood vested on 3 March 2022 at a price of EUR 52.22. 
b. 7,388 Restricted Stock Units granted on 14 December 2012 held by John Blood vested on 14 December 2022 at a price of EUR 57.19.  
G. Performance stock units owned by members of excom 
The table below sets forth the number of Performance Stock Units owned by the members of the ExCom as of 31 December 
2022. 
 
December 
2022 LTI PSU 
Grant date 
14 Dec 2022 
Vesting date 
14 Dec 2025 
ExCom 
96,758 
 
8.2.3. PAY RATIO 
For 2022, the ratio between the remuneration of the highest paid member of the ExCom and the lowest paid employee of 
the Company (Anheuser-Busch InBev SA/NV) was 182 to one.  
For purposes of calculating the ratio, the following components have been taken into account to determine the total 
remuneration for 2022: (a) base salary, (b) variable performance-related compensation (bonus) definitively acquired in 2022 
(if any), (c) long-term incentives vested in 2022 (if any), (d) pension contributions and (e) other cash and non-cash benefits 
(e.g. health plans, etc.). Expat allowances (if any) have been excluded from the calculation, since they mainly represent the 
reimbursement of additional expenses incurred by the employee as a result of the assignment abroad.

AB InBev – Annual Report 2022  43 
 
Our pay ratio may vary significantly year-to-year due to a number of factors such as the high proportion of variable 
performance related compensation (bonus) and long-term incentives in the total compensation package for our top 
management (including the members of the ExCom) and exchange rate movements between reporting years. 
8.2.4. COMPARATIVE INFORMATION ON THE CHANGE OF REMUNERATION AND COMPANY PERFORMANCE 
The below table contains information on the annual change of (i) the remuneration of the directors and the members of the 
ExCom, (ii) the performance of the company and (iii) the average remuneration on a full-time equivalent basis of employees 
of the company (other than the persons under item (i)), over the five most recent financial years.  
As explained in section 8.2.3 above, ExCom remuneration varies significantly year-to-year due to a number of factors such 
as the high proportion of variable performance related compensation (bonus) and long-term incentives in the total 
compensation package for our top management (including the members of the ExCom) and exchange rate movements 
between reporting years. 
Comparative table on the change of remuneration and company performance over the last five reported financial years 
Annual change in % 
2018 vs 2017 
2019 vs 2018 
2020 vs 2019 
2021 vs 2020 
2022 vs 2021 
1. Average remuneration of the directors (total) 
Board Members(1) 
(40%)  
6%  
0%  
0% 
0% 
2. Average remuneration of the ExCom members (total) 
ExCom Members(2) 
(62%)   
> 100%(3)  
(97%)  
>100%(4)  
(27%) 
3. AB InBev performance (Group) 
EBITDA (organic) (5) 
8% 
3% 
(13%) 
12% 
7%  
Net Revenue (organic) (5) 
5% 
4% 
(4%) 
16% 
11%  
GHG Emissions(6) 
(8%) 
(10%)  
(7%)  
(22%)  
(8)%  
4. Average remuneration on a FTE basis of employees of the Company  
Employees of the 
Company(7) 
(16%)  
48%  
4% 
22% 
(14%) 
 
Explanatory notes 
1. Average remuneration of Board members for a given financial year calculated on the basis of total value of cash components due in 
respect of the relevant year and the value (if any) of share based components that vested during such year, divided by the number of 
directors that sat on the Board as per the end of that year (excluding directors, if any, who have waived their entitlement to director 
remuneration).  
2. Average remuneration of the members of the ExCom for 2022, 2021, 2020 and 2019 calculated on the basis of the total value of cash 
components (i.e. base salary, bonus, benefits, etc.) due in respect of the relevant year and the value (if any) of share-based 
components that vested during such year, for all executives who sat on the ExCom as per the end of that year. On the same basis, 
for financial year 2022, the proportion of fixed and variable remuneration of the CEO is 21%/79% and the average relative proportion 
of fixed and variable remuneration of the other members of the ExCom is 28%/72%. 
The ExCom was established with effect as from 1 January 2019 and is the successor to the former Executive Board of Management 
(EBM). Hence, for comparison purposes, the average remuneration depicted for the years 2017-2018 was calculated on the same 
basis for those members of the former EBM historically exercising the functions held by the current members of the ExCom. 
For the purposes of the average remuneration of the members of the ExCom for 2021, we considered the amounts for the respective 
periods as CEO for Carlos Brito (until 30 June 2021) and Michel Doukeris (as from 1 July 2021).  
3. The significant increase between 2019 and 2018 is driven by the vesting on 1 January 2019 of the following aggregate stock options 
granted in 2008 and 2009 to three ExCom members (as of 2019): (a) 2.2 million November 2008 Exceptional Grant Options (series 
B) with a strike price of EUR 10.32, (b) 0.36 million November 2008 Exceptional Grant Options (series B) with a strike price of EUR 
10.50, and (c) 1.6 million Dividend Waiver Series Options of December 2009 with a strike price of EUR 33.24. The share price on the 
vesting date was EUR 57.40.  
4. The significant increase between 2021 and 2020 is because for the year 2020, no bonus was earned by the members of the ExCom, 
whereas for the year 2021, the members of the ExCom earned a bonus of EUR 12.9 million (USD 15.3 million) in aggregate.  
5. Based on organic Group EBITDA and organic Net Revenue numbers reported in the full year results announcement published by the 
company for the relevant financial year. The numbers as from 2017 onwards reflect the enlarged scope post-combination with SAB. 
The 2018 results were restated considering (i) the adoption of new IFRS rules on lease accounting (IFRS 16 Leases) under the full 
retrospective approach on 1 January 2019 and (ii) the classification of our Australian business as discontinued operations. 
6. Based on GHG Emissions Scope 1+2 (kgCO2e/hl) numbers for the AB InBev Group as published in the 2022 ESG Report. It is to be 
noted that the GHG Emissions Scope 1+2 (kgCO2e/hl) numbers before 2017 reflect the situation for the AB InBev Group pre-
combination with SAB. The numbers as from 2017 onwards reflect the enlarged scope post-combination with SAB. 
7. Calculated on a Belgian GAAP basis (the sum of line items 620, 622, 623 and 624 of the statutory annual accounts divided by the 
number of FTE of Anheuser-Busch InBev SA/NV set forth in line item 1003 in the social balance annex to the statutory accounts).