Terms and Conditions of Share-Based Compensation Plan



 Exhibit 4.3 
 



 
 Anheuser-Busch InBev 

Share-Based Compensation Plan 
 Relating to Shares of Anheuser-Busch InBev 







 Defined Terms 
 When used in this document, the following terms shall have the meaning ascribed to them as indicated below, unless expressly indicated otherwise: 

 

			
	 AB InBev
	  	Anheuser-Busch InBev NV/SA with its registered office at Grand Place 1, B-1000 Brussels, Belgium;
		
	 Acceptance Form
	  	the form in which the Participant indicates his choice between the Cash Bonus, the Mixed Bonus or the Shares Bonus;
		
	 ADS
	  	an American Depositary Share issued under the deposit agreement with the Bank of New York Mellon (or any successor thereof) traded on the New York Stock Exchange (ISIN:
US03524A1088) and representing one Share or the right to receive one Share of AB InBev;
		
	 Banking Day
	  	any day other than a Saturday, a Sunday or a public holiday in Belgium, on which banks in Belgium are open for business;
		
	 Board of Directors
	  	the board of directors of AB InBev;
		
	 Bonus
	  	the bonus granted to the Participant under the Plan, as set out in the Bonus Letter and which can be paid out, at the choice of the Participant, net of applicable taxes either in
cash, or partly or entirely in Voluntary Shares;
		
	 Bonus Letter
	  	the letter whereby AB InBev communicates the details of the Bonus granted to a Participant under the Plan;
		
	 Cash Bonus
	  	the Bonus alternative whereby a Participant opts for the payment of the net Bonus in cash;
		
	 Code of Dealing
	  	the AB InBev Dealing Code, as amended from time to time;
		
	 Committee
	  	the Remuneration Committee of AB InBev;
		
	 Confirmation Period
	  	the period during which a Participant must return the completed Acceptance Form to AB InBev, as indicated in the Bonus Letter;
		
	 Data Controller
	  	AB InBev;
		
	 Data Processor
	  	any third party designated by the Data Controller to process Personal Data on behalf of the Data Controller in accordance with Clause VI 11 for the implementation, administration
and management of the Plan and the Share register and RSU register in electronic form;
		
	 Discount RSU
	  	a Restricted Stock Unit granted to a Participant under the Plan, as set out in the Bonus Letter;
		
	 Dismissal
	  	termination of employment by AB InBev or its subsidiaries;


  
  

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	 Dismissal for Serious Cause
	  	termination of employment for serious cause (as determined by the Chief People Officer of AB InBev (or other designee of the Chief People Officer of AB InBev) or, if
applicable, as defined in relevant local law) by AB InBev or its subsidiaries;
		
	 Divestiture
	  	a situation whereby the Participant’s employer is no longer a subsidiary of AB InBev following a divestiture through the sale of shares in the said AB InBev
subsidiary or otherwise;
		
	 Grant Date
	  	the date mentioned in the Bonus Letter;
		
	 Lock-Up Period
	  	the period defined as such in the Bonus Letter;
		
	 Mixed Percentage
	  	in relation to the Mixed Bonus, the percentage of the net Bonus of the Participant which will be paid to the Participants in the form of Voluntary Shares, as set out in the Bonus
Letter;
		
	 Matching RSU
	  	a Restricted Stock Unit granted to a Participant under the Plan, as set out in the Bonus Letter;
		
	 Mixed Bonus
	  	 the Bonus alternative whereby a Participant:
  

(i) opts for the payment of the Mixed Percentage of the net Bonus in Voluntary Shares, and for the payment of the remaining part of the net Bonus in cash;
and
  
 (ii) receives from AB InBev Discount RSU and Matching RSU as set
out in the Bonus Letter;

		
	 Outsourcing
	  	a situation whereby (i) a Participant is dismissed by AB InBev or a subsidiary of AB InBev in the framework of a collective dismissal (in the meaning of the
Belgian Law of 13 February 1998 or its equivalent in the jurisdiction of the Participant) and is re-employed, together with the other persons who have been likewise dismissed, by a third-party company which is not an affiliate of
AB InBev and which provides services to AB InBev; or (ii) a Participant is transferred by AB InBev or a subsidiary of AB InBev in the framework of the Belgian Collective Bargaining Agreement No 32bis of
7 June 1985 (or its equivalent in the jurisdiction of the Participant) to a third-party company which is not an affiliate of AB InBev and which provides services to AB InBev;
		
	 Participant
	  	a person working for AB InBev or its subsidiaries who received a Bonus Letter, or any Successor to whom Voluntary Shares or Restricted Stock Units have been transferred in
accordance with these terms and conditions;


  
  

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	 Personal Data
	  	each item of information relating to a Participant including (i) his/her identification data (e.g. name, private or professional contact details), (ii) electronic
identification data, (iii) personal characteristics (e.g. date of birth, gender, nationality), (iv) employer’s entity, (v) preferred language, (vi) financial data (e.g. details regarding bank account), (vii) details of
all stock options and all other entitlement to shares awarded, cancelled, purchased, vested, unvested or outstanding;
		
	 Plan
	  	the AB InBev Share-Based Compensation Plan;
		
	 Prohibited Period
	  	any period defined as such in the Code of Dealing;
		
	 Pro-Rata Formula
	  	 




  
 where:

 
 PRR   means the number of
Restricted Stock Units that will remain in full force and effect following the termination of employment
  

HR     means the number of Restricted Stock Units held by the Participant immediately
prior to the termination of employment
  
 M        means the number of full calendar months of employment of the Participant within the AB InBev Group during the period from the Grant Date until the
date of termination of employment;

		
	 Purchase Price
	  	the price per Voluntary Share in Euros as set out in the Bonus Letter;
		
	 Resignation
	  	the termination by a Participant of employment with AB InBev or its subsidiaries;
		
	 RSU or Restricted Stock Unit
	  	the right to receive from AB InBev one existing Share in accordance with these terms and conditions;
		
	 SBC
	  	the successive share-based compensation plans of AB InBev;
		
	 Share
	  	an ordinary share of AB InBev (ISIN: BE0003793107);
		
	 Shares Bonus
	  	 the Bonus alternative whereby a Participant:
  

(i) opts for the payment of 100% of the net Bonus in Voluntary Shares; and
  

(ii) receives from AB InBev Discount RSU and Matching RSU as set out in the Bonus Letter;

		
	 Successor
	  	the successor of a Participant as determined under the applicable law of succession and/or the persons designated by a Participant, in accordance with the applicable law of
succession, to inherit the rights of the Participant under the Plan after the death of the Participant;


  
  

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	 Vesting Date
	  	the date defined as such in the Bonus Letter;
		
	 Vesting Period
	  	the period defined as such in the Bonus Letter;
		
	 Voluntary Share
	  	a Share acquired by a Participant under the Mixed Bonus or the Shares Bonus. For the avoidance of doubt, the Voluntary Shares do not include the Discount RSU or the Matching
RSU.


  
  

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 Terms and conditions relating to the Voluntary Shares 

 

	1	The Voluntary Shares 

  

	1.1	Form 

 The Voluntary
Shares are registered Shares and are recorded in the Share register of AB InBev, which may be held in electronic form. A non-transferable certificate reflecting the entries in the register of registered Shares will be remitted to the
Participants, upon their request. 
 The Voluntary Shares may not be converted into dematerialised Shares as long as they are
subject to the transfer restrictions referred to in Clause IV 3 below. 
 Voluntary Shares that are no longer subject to the
transfer restrictions referred to in Clause IV 3 below may, at the request of a Participant, be converted into dematerialised Shares. 
  

	2	Delivery of the Voluntary Shares 

 The Voluntary Shares will be delivered to the Participants as soon as practically possible after the receipt by AB InBev of the duly completed and executed Acceptance Form. Participants who have not
returned their executed Acceptance Form within the Confirmation Period will be deemed to have chosen the Cash Bonus alternative. 

The transfer of ownership of the Voluntary Shares from AB InBev to the Participant will occur on the Grant Date. 

 

	3	Transferability 

  

	3.1	Lock-Up Period 

 Subject
to Clause VI 3.7 below, the Voluntary Shares delivered to a Participant may not be transferred or encumbered with any security, pledge or other right, or otherwise pass to any third party during the Lock-Up Period. 

 

	3.2	After the Lock-Up Period 


Once the transfer restrictions referred to in Clause 3.1 above have expired, i.e. as from the Vesting Date, a Participant may:

  

	 	3.2.1	keep the Voluntary Shares in registered form; or 

  

	 	3.2.2	request the conversion of the Voluntary Shares into dematerialised Shares or into ADSs and their transfer on a securities account; or 


 

	 	3.2.3	sell the Voluntary Shares. To that effect, the Participant shall: 

  

	 	(i)	instruct AB InBev to convert the Voluntary Shares into dematerialised Shares, 


 

	 	(ii)	instruct AB InBev to deliver the Voluntary Shares on behalf of the Participant to the financial intermediary, appointed by AB InBev, in charge of selling the
Voluntary Shares on the market on behalf of the Participant, and 


  
  

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	 	(iii)	request AB InBev to instruct such financial intermediary to sell the Voluntary Shares on the market. 


The proceeds of the sale of the Voluntary Shares will be paid to the Participant, after deduction of all fees, costs and taxes due by the
Participant as the result of the sale of the Voluntary Shares. 
  

	4	Expenses and taxes 


AB InBev and/or its subsidiaries will bear the costs related to the attribution of the Voluntary Shares. 

All taxes and employee social security contributions of any kind relating to, inter alia, the attribution, the holding and the sale
of the Voluntary Shares and all other costs (including costs relating to the conversion of the Voluntary Shares, the transfer and the sale of the Voluntary Shares, the opening of a securities and/or a cash account, international transfers of cash,
and dividend payments) will be borne by the Participant. AB InBev may withhold from any payment or delivery of Shares or ADSs any income or social security taxes that are required to be withheld under any applicable law, rule or regulation.


  
  

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 Terms and conditions relating to the Restricted Stock Units 

 

	1	Restricted Stock Units 

  

	1.1	Form 

 The Discount RSU
and Matching RSU to which a Participant is entitled under the Mixed Bonus or the Shares Bonus will be granted in the form of Restricted Stock Units. 
  

	1.2	Vesting 

 The Restricted
Stock Units are subject to a Vesting Period starting on the Grant Date. 
 On or shortly after the Vesting Date, AB InBev
will deliver one Share per Restricted Stock Unit held by the Participant, subject to the provisions of these terms and conditions. Unless explicitly set forth otherwise in these terms and conditions, Restricted Stock Units do not confer any
shareholder’s rights. 
 At the request of the Participant, AB InBev may deliver ADSs listed on the New York Stock
Exchange in lieu of Shares upon vesting of the Restricted Stock Units. To this end, Participants will need to indicate in writing to AB InBev before the Vesting Date that they want to be delivered ADSs in lieu of Shares. 

 

	1.3	Dividend protection 


Restricted Stock Units entitle their holder to a dividend equivalent, which represents an amount equal to the gross dividend paid by
AB InBev on the Shares underlying the Restricted Stock Units. This dividend equivalent will be granted to the Participants shortly after the payment of the dividend, in the form of additional Restricted Stock Units with the same vesting
conditions, including the same Vesting Date, and governed by the same terms and conditions as the original Restricted Stock Units. 
 The number of additional Restricted Stock Units to which a Participant is entitled upon payment of a dividend on the Shares underlying the Restricted Stock Units will be calculated by AB InBev. The
number will be equal to the amount of the gross dividend divided by the closing share price on Euronext Brussels of the AB InBev Share on the dividend payment date and multiplied by the number of Restricted Stock Units that the Participants holds.
The result of this calculation will be rounded down to the closest unit. 
  

	1.4	Transferability 

 Except
for transfers as a result of death (see Clause VI 3.7.2 below), Restricted Stock Units may not be transferred or encumbered with any security, pledge or other right, or otherwise pass to any third party. 

The Shares delivered upon vesting of the Restricted Stock Units are not subject to any transfer restrictions under the rules of the Plan.

  

	2	Expenses and taxes 

 All
costs related to the attribution of the Restricted Stock Units, the attribution of the additional Restricted Stock Units referred to in Clause V 1.3 above and the delivery of the underlying Shares will be borne by AB InBev, except
taxes on stock exchange transactions and income and social security taxes on the income received by the Participants in connection with the delivery or the ownership of the Restricted Stock Units and with the


  
  

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delivery of the underlying Shares or ADSs. AB InBev may withhold from any payment or delivery of Shares or ADSs any income or social security taxes that are required to be withheld under any
applicable law, rule or regulation. 

  
  

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 General provisions applicable to the Voluntary Shares and to the Restricted Stock Units

  

	1	Approval of the Plan documentation 

 The Plan forms part of an agreement between the Participant, the AB InBev affiliate that employs the Participant and AB InBev. By returning their completed Acceptance Form, Participants
unconditionally agree to be bound by the contents of this document. 
 A Participant who fails to return the completed Acceptance
Form before the expiry of the Confirmation Period and who does not object in writing to the Plan before the same date, will be deemed to have unconditionally agreed to the contents of this document. 

 

	2	Nature and characteristics of the underlying Shares 

  

	2.1	General 

 The Shares
(including the Voluntary Shares) to be delivered to the Participant are existing ordinary Shares of AB InBev with all rights and benefits generally attached to such Shares. AB InBev will, at its discretion, deliver Shares in dematerialised
(electronic or book-entry) form or in registered form. 
  

	2.2	Dividends 

 Participants
will be entitled to all dividends paid on the Voluntary Shares, decided by AB InBev after the Grant Date. 
 The Shares delivered
upon vesting of the Restricted Stock Units give the right to the dividends paid on such Shares decided by AB InBev after the Vesting Date. 
  

	3	Expiry of the Restricted Stock Units before the Vesting Date and situation upon termination of service 


 

	3.1	Violation of the Voluntary Shares transfer restrictions 

 The Restricted Stock Units will automatically expire and become null and void if the Participant fails to comply with the Voluntary Shares’ transfer restrictions referred to in Clause IV 3.

  

	3.2	Dismissal for Serious Cause 

 Upon Dismissal for Serious Cause of a Participant before the Vesting Date: 
  

	 	3.2.1	the Voluntary Shares will become freely transferable and the restrictions on transferability referred to in Clause IV 3 above will cease to apply on the date of the end
of employment; and 

  

	 	3.2.2	all Restricted Stock Units held by the Participant on the date of the end of employment, will automatically expire and become null and void.


 The above rules apply notwithstanding any recourse which might be introduced by a dismissed Participant against
such Dismissal. 

  
  

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	3.3	Resignation before cumulated age of 70 

 Without prejudice to Clause VI 3.7 below, in the case of Resignation before a cumulated age of 70 (i.e. the sum, on the date of the end of employment, of (i) the age of the Participant and
(ii) the number of years of employment of the Participant within the AB InBev Group) of a Participant before the Vesting Date: 
  

	 	3.3.1	the Voluntary Shares will become freely transferable and the restrictions on transferability referred to in Clause IV 3 above will cease to apply on the date of the end
of employment; and 

  

	 	3.3.2	all Restricted Stock Units held by the Participant on the date of the end of employment, will automatically expire and become null and void. 


The above rules apply notwithstanding any recourse which might be introduced by a Participant. 

 

	3.4	Termination of employment before cumulated age of 70 

 Without prejudice to Clause VI 3.7 below, in the case of termination of employment - other than a termination of employment resulting from a Resignation or a Dismissal for Serious Cause - before a
cumulated age of 70 (i.e. the sum, on the date of the end of employment, of (i) the age of the Participant and (ii) the number of years of employment of the Participant within the AB InBev Group) of a Participant before the Vesting Date:

  

	 	3.4.1	the Voluntary Shares will become freely transferable and the restrictions on transferability referred to in Clause IV 3 above will cease to apply on the date of the end
of employment; 

  

	 	3.4.2	if employment ends before the end of the second year following the Grant Date, all Restricted Stock Units held by the Participant will automatically expire and
become null and void; 

  

	 	3.4.3	if employment ends on or after the end of the second year following the Grant Date, a portion of the Restricted Stock Units will remain in full force and effect
and subject to these terms and conditions, provided that, if so requested by AB InBev, the Participant enters into a non-competition agreement. The modalities of the non-competition agreement will be agreed upon after the employment has ended.


 The portion of Restricted Stock Units that will remain in full force and effect as indicated above will be
calculated by AB InBev on the basis of the Pro-Rata Formula. The remaining Restricted Stock Units will automatically expire and become null and void. 
 The above rules also apply in case the termination of employment before a cumulated age of 70 results from an Outsourcing or a Divestiture. 

The above rules apply notwithstanding any recourse which might be introduced by a dismissed Participant against the termination of
employment. 
  

	3.5	Termination of employment at or after cumulated age of 70 

 Without prejudice to Clause VI 3.7 below, in the case of termination of employment - other than a termination of employment resulting from a Dismissal for Serious Cause - at or after a cumulated age of 70
(i.e. the sum, on the date of the end of employment, of (i) the age of 

  
  

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the Participant and (ii) the number of years of employment of the Participant within the AB InBev Group) of a Participant before the Vesting Date: 

 

	 	3.5.1	the Voluntary Shares will become freely transferable and the restrictions on transferability referred to in Clause IV 3 above will cease to apply on the date of
the end of employment. 

  

	 	3.5.2	if employment ends before the end of the second year following the Grant Date: 


 

	 	(i)	if the Participant has participated in the SBC in each of the last five years (or as many years in that period in which the Participant has been an employee of AB InBev
or its subsidiaries), a portion of the Restricted Stock Units will remain in full force and effect and subject to these terms and conditions, provided that, if so requested by AB InBev, the Participant enters into a non-competition agreement.
The modalities of the non-competition agreement will be agreed upon after the employment has ended. 

 The portion
of Restricted Stock Units that will remain in full force and effect as indicated above will be calculated by AB InBev on the basis of the Pro-Rata Formula. The remaining Restricted Stock Units will automatically expire and become null and void;

  

	 	(ii)	in all other cases, all Restricted Stock Units held by the Participant will automatically expire and become null and void; 


 

	 	3.5.3	if employment ends on or after the end of the second year following the Grant Date, a portion of the Restricted Stock Units will remain in full force and effect
and subject to these terms and conditions, provided that, if so requested by AB InBev, the Participant enters into a non-competition agreement. The modalities of the non-competition agreement will be agreed upon after the employment has ended.


 The portion of Restricted Stock Units that will remain in full force and effect as indicated above will be
calculated by AB InBev on the basis of the Pro-Rata Formula. The remaining Restricted Stock Units will automatically expire and become null and void. 
 The above rules also apply in case the termination of employment at or after a cumulated age of 70 results from an Outsourcing or a Divestiture. 

 

	3.6	Termination of employment at or after cumulated age of 80 

 Without prejudice to Clause VI 3.7 below, in the case of termination of employment - other than a termination of employment resulting from a Dismissal for Serious Cause - at or after a cumulated age of 80
(i.e. the sum, on the date of the end of employment, of (i) the age of the Participant and (ii) the number of years of employment of the Participant within the AB InBev Group) of a Participant before the Vesting Date: 

 

	 	3.6.1	the Voluntary Shares will become freely transferable and the restrictions on transferability referred to in Clause IV 3 above will cease to apply on the date of
the end of employment; 

  

	 	3.6.2	the Restricted Stock Units will remain in full force and effect and subject to these terms and conditions. 


  
  

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 The above rules also apply in case the termination of employment at or after a cumulated age
of 80 results from an Outsourcing or a Divestiture. 
  

	3.7	Death or termination of employment following permanent disability 

 Notwithstanding Clauses VI 3.3 to 3.6 above, in the case of death of a Participant or termination of employment following permanent disability of a Participant before the Vesting Date: 

 

	 	3.7.1	the Voluntary Shares will become freely transferable and the restrictions on transferability referred to in Clause IV 3 above will cease to apply on the date of
death; 

  

	 	3.7.2	the Vesting Period referred to in Clause V 1.2 will automatically expire and all Restricted Stock Units will automatically vest. The Shares to be
delivered upon vesting of these Restricted Stock Units will be delivered to the relevant Participant’s Successors (if applicable) shortly after the Participant’s death or to the Participant shortly after the termination of the
Participant’s employment following permanent disability. 

 Except as provided in Clause VI 3.8 below, the
notion of “permanent disability” is to be defined by reference to the law governing the employment in the relevant jurisdiction of the Participant 
  

	3.8	Notwithstanding Clause VI 3.7, for Participants subject to taxation in the United States, “permanent disability” shall mean at least one of the
following: 

  

	 	3.8.1	the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; 

  

	 	3.8.2	the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for
a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participant’s AB InBev employer;
or 

  

	 	3.8.3	the Participant is determined to be totally disabled by the Social Security Administration. 


 

	3.9	In deviation from Clause VI 3.7, in the case of termination of employment of a Participant who is subject to taxation in the United States before the
Vesting Date following permanent disability that does not meet the definition of “permanent disability” under Clause VI 3.8 above, the Restricted Stock Units will remain in full force and effect and will vest on the Vesting Date.


  

	4	Administration of the Plan 

  

	4.1	Delegation to the Committee 

 The Board of Directors may delegate part or all powers under the Plan to the Committee. In the case of a delegation of powers, the Committee shall: (i) be responsible for the general administration
of the Plan in accordance with the provisions thereof, under the 

  
  

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supervision of the Board of Directors; and (ii) be authorised to establish rules for the administration, interpretation and application of the Plan and, if necessary, to interpret, amend and
cancel these rules, in compliance with these terms and conditions. 
 In the case of a delegation of powers, the Board of
Directors will retain full authority to exercise all the rights and obligations of the Committee under the Plan at any time whatsoever, or to delegate them to another committee constituted by the Board of Directors. 

 

	4.2	(Sub-)delegation to any third party 

 The Board of Directors and the Committee may (sub-)delegate certain well-specified powers to any third party they deem appropriate. 
 In the case of a (sub-)delegation of powers, the Board of Directors and the Committee will retain full authority to exercise all the rights and obligations so delegated. 

 

	4.3	Neither AB InBev nor any member of the Board of Directors or the Committee shall be liable for any action or determination made in good faith with respect to the Plan.


  

	5	Amendment to the capital structure and anti-dilution measures 

 AB InBev expressly reserves the right to proceed with corporate changes that have an impact on its capital, such as capital increases, including by incorporation of reserves in the capital, capital
decreases, issuance of convertible bonds, subscription rights or options, stock splits or reverse stock splits, combinations or reclassifications of the Shares, mergers, (partial) demergers, as well as the right to amend the clauses in the articles
of association governing the allocation of profits or liquidation boni. 
 In the event that such corporate changes would have an
unfavourable effect on the Restricted Stock Units, the number of Restricted Stock Units and/or the number of Shares to which the Restricted Stock Units give rights will be adjusted for the purpose of safeguarding the interests of the holders of
Restricted Stock Units, in the manner determined at the sole discretion of the Board of Directors, subject to any required action by the Shareholders’ Meeting of AB InBev. The terms of such adjustment will be communicated to the
Participants in due time. 
 In the event that AB InBev would be merged into another company, the rights and obligations of
AB InBev under the Plan will automatically be transferred to the absorbing company and the Restricted Stock Units will no longer give the Participants the right to Shares but instead the right to shares of the absorbing company, subject to
applicable law and to any applicable corporate approval. The number of shares of the absorbing company to which each Restricted Stock Units will give right will be determined at the sole discretion of the Board of Directors and/or the board of
directors of the absorbing company and will be communicated to the Participants in due time. 
  

	6	Electronic register, electronic evidence and electronic delivery 

  

	6.1	Electronic Share and RSU register 

 The Shares and Restricted Stock Units will be recorded in a register, which may be in electronic form and the maintenance of which may be delegated by AB InBev to a third party. 

  
  

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	6.2	Electronic evidence 


Electronic approvals, instructions, orders, statements and communications between a Participant, AB InBev, AB InBev affiliates
and any third party to which powers have been sub-delegated by AB InBev for the administration of the Plan will have the same legal status as written approvals, instructions, orders, statements and communications. The written recording or the
written reproduction of electronic approvals, instructions, orders, statements and communications received by AB InBev, AB InBev affiliates and any third party to which powers have been sub-delegated by AB InBev for the administration
of the Plan, will constitute conclusive evidence between the Participant, AB InBev, AB InBev affiliates and any third party to which powers have been sub-delegated by AB InBev for the administration of the Plan, unless evidence to the
contrary is provided by the Participant. 
  

	6.3	Consent to electronic delivery 

 As a condition to receiving the Voluntary Shares and the Restricted Stock Units, each Participant consents to delivery of all subsequent information relating to the Voluntary Shares and the Restricted
Stock Units by electronic means, including e-mails to the Participants and postings on AB InBev’s website or intranet. Such information may include, amongst others, financial information concerning AB InBev. In order to access such
information, Participants will be required to access AB InBev’s e-mail system, website and/or intranet. By returning the Acceptance Form, Participants are deemed to acknowledge that they have such access to the e-mail system of
AB InBev, to AB InBev’s website and intranet and ordinarily use them in the ordinary course of their employment. Participants may obtain paper copies of any such information by submitting a request to receive paper copies to their
respective People Department. 
  

	7	Matrimonial regime 

 In
the event that the matrimonial regimes of Participants confer ownership or other rights on their spouses with respect to any of the Voluntary Shares or Restricted Stock Units, those Participants undertake that their spouses shall appoint them as
their sole representatives for all matters arising in relation to the Voluntary Shares and Restricted Stock Units. 
  

	8	Death 

 In the event of a
Participant’s death, any Successor acquiring the Voluntary Shares and the Restricted Stock Units shall inform AB InBev of the Participant’s death as soon as possible and at the latest one month from the date of death. 

 

	9	Modification of the terms and conditions 

 The Board of Directors may unilaterally modify at any time the practical and/or accessory modalities of the terms and conditions. It may also unilaterally modify the terms and conditions when such
modifications are required to comply with any change in legislation. 
  

	10	Nature of the Plan 


Notwithstanding any provisions to the contrary included in the terms and conditions, the Bonus Letter, the Acceptance Form or any other
document relating to the Plan: 

  
  

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	10.1	the grant of Shares and/or Restricted Stock Units to the Participant in the framework of the Plan is unrelated to his occupational pension rights or pension claims, so
that this grant cannot affect these occupational pension rights and claims; 

  

	10.2	the Plan, the terms and conditions, the Bonus Letter, the Acceptance Form or any other document relating to the Plan do not confer upon the Participant any right
to continued employment for any period of specific duration or interfere with or otherwise restrict in any way the rights of AB InBev or its subsidiaries to terminate the Participant’s employment according to the applicable regulations in
respect of termination thereof; 

  

	10.3	the grant of Voluntary Shares and/or of Restricted Stock Units cannot be considered as a right acquired for the future. 


 

	11	Privacy and processing of Personal Data 

 The Data Controller is responsible for the collection and processing of Personal Data as is necessary for the setting-up and administration of the Plan and the Share register of AB InBev in
electronic form. 
 The Personal Data collected, inter alia, by way of the Acceptance Form will be used exclusively for
the purposes of the administration of the Plan and the maintenance of the Share register of AB InBev in electronic form. 

The Data Controller can transfer the Personal Data to the Data Processor and the employer of the Participant for the above purposes as
well as to regulatory authorities for the purpose of complying with legal obligations in connection with the Plan. Such recipients may be located in jurisdictions outside the European Economic Area that may not provide an adequate level of personal
data protection. 
 The Data Controller and the Data Processor shall abide by the Belgian law of 8 December 1992 on privacy
protection in relation to the processing of personal data, as amended from time to time, and its implementing decrees. 
 Through
their signature of the Acceptance Form, the Participants give their consent to the collection and processing of their Personal Data as described in this Clause 11. 
 The Participants have the right to access and correct their Personal Data by sending a written and signed request to their local People officer. 

 

	12	Severability 

 If any
provision in this document is held to be illegal, invalid or unenforceable, in whole or in part, under any applicable law, that provision will be deemed not to form part of this document, and the legality, validity or enforceability of the remainder
of this document will not be affected. 
  

	13	Applicable law 

 The
Voluntary Shares, the Restricted Stock Units and these terms and conditions are governed by Belgian law. Any dispute relating thereto is to be submitted to the competent Belgian courts. 

  
  

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