EX-4.4



 Exhibit 4.4 

 
 



 
 Anheuser-Busch InBev SA/NV 

Long-Term Incentive Plan 
 Relating to American Depositary Shares of Anheuser-Busch InBev 

  
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 Terms and Conditions 

 

	1	Definitions 

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

			
	Acceptance Form	  	the form whereby an Eligible Employee accepts all or part of the Options or refuses the Options, to be completed by the Eligible Employee in paper format and/or in electronic
format on the LTI Website or on the Anheuser-Busch Intranet, as indicated in the Offer Letter;
		
	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 ordinary share or the right to receive one ordinary share of Anheuser-Busch InBev;
		
	Anheuser-Busch InBev	  	Anheuser-Busch InBev SA/NV, with its registered office at Grand Place 1, B-1000 Brussels, Belgium;
		
	Banking Day	  	any day other than a Saturday, a Sunday or a public holiday in Belgium and in the United States, on which banks in Belgium and in the United States are open for
business;
		
	Board of Directors	  	the Board of Directors of Anheuser-Busch InBev;
		
	Code	  	the US Internal Revenue Code of 1986, as amended;
		
	Code of Dealing	  	the Anheuser-Busch InBev Dealing Code, as amended from time to time;
		
	Committee	  	the Remuneration Committee of Anheuser-Busch InBev;
		
	Data Controller	  	Anheuser-Busch InBev;
		
	Data Processor	  	any third party designated by the Data Controller to process Personal Data on behalf of the Data Controller in accordance with Section 20 for the implementation, administration
and management of the Plan and the Options register in electronic form;
		
	Dismissal	  	Termination of employment by Anheuser-Busch InBev or its subsidiaries;
		
	Dismissal for Serious Cause	  	termination of employment for serious cause (as determined by the Chief People Officer—or any other person designated by the Chief People Officer—in his sole discretion
or, if applicable, as defined in relevant local law) by Anheuser-Busch InBev or its subsidiaries;


  
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	Divestiture	 	a situation whereby Participant’s employer is no longer a subsidiary of Anheuser-Busch InBev following a divestiture through the sale of shares in the said Anheuser-Busch
InBev subsidiary or otherwise;
		
	Eligible Employee	 	an employee of Anheuser-Busch InBev or its majority-owned subsidiaries who received an Offer Letter;
		
	Exercise Form	 	the form whereby a Participant notifies Anheuser-Busch InBev or any third party designated by Anheuser-Busch InBev to that effect of his/her decision to exercise all or part of
his/her Options in accordance with Section 7.4, to be completed by the Participant in paper format and/or in electronic format on the LTI Website, as the case may be;
		
	Exercise Period	 	the period defined as such in the Offer Letter;
		
	Exercise Price	 	the price per Option that a Participant must pay for the exercise of his/her Options, as set out in the Offer Letter;
		
	Expiry Date	 	the last day of the Exercise Period;
		
	Fair Market Value	 	on a particular date shall be (i) the opening sale price per ADS during normal trading hours on the national securities exchange on which the ADS is principally traded for such
date or the closing sale price per ADS on the last preceding date on which there was a sale of such ADS on such exchange or (ii) if the ADSs are then traded in an over-the-counter market, the average of the closing bid and asked prices for the ADSs
during normal trading hours in such over-the-counter market for such date or the last preceding date on which there was a sale of such ADSs in such market, or (iii) if the ADSs are not then listed on a national securities exchange or traded in an
over-the-counter market, such value as the Committee, in its sole discretion, shall determine;
		
	Incentive Stock Option (“ISO”)	 	an Option that is intended to qualify for special federal income tax treatment pursuant to Sections 421 and 422 of the Code (or a successor provision thereof) and which is so
designated in the applicable Offer Letter. Under no circumstances shall any Option that is not specifically designated as an Incentive Stock Option be considered an Incentive Stock Option;
		
	Leave of Absence	 	a leave of absence authorised by the Participant’s employer for any reason;
		
	LTI Website	 	the internet website referred to in the Offer Letter (and any successor thereof) through which a Participant can accept/refuse the Options offered to him/her, monitor his/her
portfolio of Options and exercise his/her Options;


  
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	Non-Qualified Stock Option (“NQSO”)	  	an Option that is not designated in the applicable Offer Letter as an Incentive Stock Option and is not intended to qualify for special federal income tax
treatment;
		
	Offer Date	  	the date of the Offer Letter;
		
	Offer Letter	  	the notification, in paper format (letter) and/or in electronic format (e-mail) whereby Anheuser-Busch InBev offers Options to an Eligible Employee;
		
	Offer Period	  	the period defined as such in the Offer Letter;
		
	Option	  	the right to purchase from Anheuser-Busch InBev one ADS in accordance with these terms and conditions, which has been offered to an Eligible Employee and which has been accepted
by the Eligible Employee through the sending of an Acceptance Form to Anheuser-Busch InBev in due time;
		
	Outsourcing	  	a situation whereby (i) a Participant is dismissed by Anheuser-Busch InBev or a subsidiary of Anheuser-Busch 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 Anheuser-Busch
InBev and which provides services to Anheuser-Busch InBev; or (ii) a Participant is transferred by Anheuser-Busch InBev or a subsidiary of Anheuser-Busch 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 Anheuser-Busch InBev and which provides services to Anheuser-Busch InBev;
		
	Participant	  	any Eligible Employee who has completed and returned an Acceptance Form in accordance with Section 5.2 and who has accepted all or part of the Options, or any Successor to whom
Options 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 rights and other entitlement to ADSs awarded, cancelled, purchased, vested, unvested or outstanding;
		
	Plan	  	the present Anheuser-Busch InBev Long-Term Incentive Plan;
		
	Prohibited Period	  	any period defined as such in the Code of Dealing;
		
	Pro-Rata Formula	  	 




  
 where:

			
		  	 PRO  
	  	means the number of Options that will remain in full force and effect following the termination of employment
			
		  	 HO     
	  	means the number of Options 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 Offer Date until the date of termination of
employment;
		
	Resignation	  	termination by a Participant of employment with Anheuser-Busch InBev or its subsidiaries;
		
	SBC	  	the Share-Based Compensation Plan of Anheuser-Busch InBev;
		
	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;
		
	Trading Day	  	any day on which the regulated market of Euronext Brussels and the New York Stock Exchange are open for trading.

  

	2	Approval of the Plan Documentation 

 The Plan forms part of an agreement between the Participant and Anheuser-Busch InBev. By returning to Anheuser-Busch InBev a duly completed Acceptance Form in accordance with Section 5.2, the
Participant unconditionally agrees to be bound by these terms and conditions. 
  

	3	Persons Eligible for Options 

 Options under the Plan, including Incentive Stock Options, may be offered to such Eligible Employees as the Committee shall select in its sole discretion. 

  
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	4	ADSs Available for Options 


The total number of ADSs which may be transferred pursuant to Options granted under the Plan shall not exceed 5,000,000 ADSs. Such ADSs
may be issued ADSs held in Anheuser-Busch InBev’s treasury or acquired by Anheuser-Busch InBev for the purposes of the Plan. Any ADSs delivered by Anheuser-Busch InBev, any ADSs with respect to which Options are granted by Anheuser-Busch InBev
and any ADSs with respect to which Anheuser-Busch InBev becomes obligated to grant as Options, through the assumption of, or in substitution for, outstanding options previously granted by an acquired entity, shall not be counted against the ADSs
available for Options under this Plan. 
  

	5	Acceptance of the Options 

  

	5.1	Full or partial acceptance 


An Eligible Employee to whom Options are offered has the possibility of accepting only part of them. To that effect, the Eligible Employee
shall mention in the Acceptance Form the exact number of accepted Options. If an Eligible Employee accepts only part of the Options, he/she shall be deemed to have refused the other Options offered to him/her. 

 

	5.2	Mode of acceptance 

  

	 	5.2.1	General 

 The mode of
acceptance of the Options is set out in the Offer Letter and, at the choice of Anheuser-Busch InBev, takes the form of an electronic acceptance or of a paper-form acceptance. 

 

	 	5.2.2	Electronic acceptance 

 In
the case of acceptance of the Options in electronic form, the Eligible Employee must confirm and submit his/her choice through the LTI Website or the Anheuser-Bush Intranet, as specified in the Eligible Employee’s Offer Letter. 

The Acceptance Form must be completed online and submitted during the Offer Period and, to the extent applicable, after having accepted
the terms of use of the LTI Website. 
 If the LTI Website or the Anheuser-Busch Intranet, as the case may be, is not accessible
(for technical reasons or otherwise) during the Offer Period, the Eligible Employee must ask his/her local People Department for an Acceptance Form in paper format and return it to Anheuser-Busch InBev in accordance with Section 5.2.3 below.

 Failure to complete and submit the Acceptance Form as set out above will be deemed to constitute a refusal by the Eligible
Employee of all Options offered to him/her. 
  

	 	5.2.3	Paper-form acceptance 

 In
the case of acceptance of the Options in paper form, the Eligible Employee must complete, date and sign the Acceptance Form attached to the Offer Letter and return it to the address indicated on it. The completed Acceptance Form must reach
Anheuser-Busch InBev, or any third party designated by it to that effect, during the Offer Period. 

  
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 Failure to return the completed, dated and signed Acceptance Form as set out above will be
deemed to constitute a refusal by the Eligible Employee of all Options offered to him/her. 
  

	6	Transferability 

 Except
for transfers as a result of death (see Section 8.4 below), Options may not be transferred or encumbered with any security, pledge or other right, or otherwise pass to any third party. 

 

	7	Exercise of the Options 

  

	7.1	Exercise Price 

 The
Exercise Price of the Options is specified in the Offer Letter and will not be less than 100% (or 110%, in the case of ISOs granted to an individual described in Section 422(b)(6) of the Code (relating to certain 10% owners)) of the Fair Market
Value of an ADS on the date of grant. 
  

	7.2	Exercise Period 

 Subject
to Sections 7.3 and 8, the Options may be exercised only during the Exercise Period. The Options that are not exercised within the Exercise Period automatically expire and become null and void. 

 

	7.3	Exercise limitations 

 The
Options may not, in any circumstances, be exercised during a Prohibited Period or in breach of any applicable laws prohibiting insider dealing. 
  

	7.4	Terms of exercise 

  

	 	7.4.1	General 

  

	 	(i)	An Option will be deemed exercised upon receipt by Anheuser-Busch InBev, or any other person designated to that effect by Anheuser-Busch InBev, at any time during the
Exercise Period (but not later than 2:00 p.m. New York time on the Expiry Date), of the following: 

  

	 	(a)	a duly completed Exercise Form explicitly mentioning the number of Options being exercised by the Participant; and ; 


 

	 	(b)	any other statements and documents that the Chairman of the Board of Directors, the Committee or any other person designated to that effect by the Committee deems
necessary or desirable in order to comply with all applicable legal and regulatory provisions. 

  

	 	(ii)	The exercise of the Options will be processed by Anheuser-Busch InBev, or by any person or entity designated for this purpose by Anheuser-Busch InBev, as soon as
administratively and/or legally possible. 

  

	 	7.4.2	Regular exercise 

  

	 	(i)	Full payment of the Exercise Price (as well as related costs, taxes and duties, if any) must reach Anheuser-Busch InBev at the latest ten (10) Banking Days after
the date of exercise, in the manner indicated on the Exercise Form and/or on the LTI Website. 


  
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	 	(ii)	Upon receipt of the Exercise Price, Anheuser-Busch InBev will deliver ADSs to the Participant. If, for any reason, the ADSs depositary is unable to deliver ADSs to the
Participant, Anheuser-Busch InBev can, at its sole discretion, decide to deliver an equivalent number of Anheuser-Busch InBev ordinary shares to the Participant in lieu of ADSs. In such case, all references to ADSs under this Plan shall refer to
ordinary shares with respect to such Options. 

  

	 	(iii)	If the Participant fails to pay the Exercise Price within the time frame provided for in Section 7.4.2(i), Anheuser-Busch InBev will, at its sole discretion, be
authorized to cancel the exercise of the Options. 

  

	 	7.4.3	Cashless exercise 

  

	 	(i)	Anheuser-Busch InBev may, at its sole discretion, set up a mechanism of cashless exercise whereby a Participant may elect to simultaneously exercise Options and sell
the ADSs underlying the exercised Options. In that case, the Exercise Price will be paid to Anheuser-Busch InBev from the proceeds of the sale of the ADSs, in accordance with Section 7.4.3(iii). 


 

	 	(ii)	By opting for a cashless exercise, the Participant irrevocably: 

  

	 	(a)	where relevant, instructs Anheuser-Busch InBev to appoint a financial intermediary to sell the ADSs underlying the exercised Options on the market; and


  

	 	(b)	instructs Anheuser-Busch InBev to: (i) deliver, on the Participant’s behalf, the ADSs underlying the exercised Options to such financial intermediary for
their sale on the market; and (ii) collect from that financial intermediary the proceeds of the sale of those ADSs. 

  

	 	(iii)	Following the delivery of the ADSs by Anheuser-Busch InBev to the financial intermediary, the obligation of Anheuser-Busch InBev to deliver ADSs (or the sale proceeds
thereof) to the Participant will be set off against the obligation of the Participant to pay the Exercise Price to Anheuser-Busch InBev. Any amount in excess of the Exercise Price collected by Anheuser-Busch InBev, after payment of all applicable
costs, fees and taxes due by the Participant as a result of the cashless exercise will be transferred to the Participant promptly after the effective sale of the ADSs, without accruing any interest. 


 

	8	Situation upon Termination of Service 

  

	8.1	Before cumulated age of 701 

  

	 	8.1.1	Dismissal other than for Serious Cause 

 Without prejudice to Section 8.4 below : 
  

	 	(i)	all Options which are not exercisable under Section 7.2 above on the date of the end of employment automatically expire and become null and void;


  
  

	1 	“cumulated age” is 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 Anheuser-Busch InBev Group using full months of service and full months of age to calculate the combined years. 


  
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	 	(ii)	all Options which, on the date of the end of employment are exercisable according to Section 7.2 above may be exercised but only during a 180-day period starting
on the day that employment has ended; 

 The above rules shall apply notwithstanding any recourse that might be
introduced by a Participant against the termination of employment. 
 The above rules also apply in case the termination of
employment results from an Outsourcing or a Divestiture. 
  

	 	8.1.2	Resignation and Dismissal for Serious Cause 

 Without prejudice to Section 8.4 below, in the case of Resignation or Dismissal for Serious Cause of a Participant: 
  

	 	(i)	all Options which are not exercisable under Section 7.2 above on the date of the end of employment automatically expire and become null and void;


  

	 	(ii)	all Options which, on the date of the end of employment are exercisable according to Section 7.2 above may be exercised but only during a 90-day period starting on
the day that employment has ended; 

 The rules set out above shall apply notwithstanding any recourse that might
be introduced by a Participant against such dismissal. 
  

	8.2	At or after cumulated age of 702 


8.2.1 Dismissal other than for Serious Cause and Resignation 

Without prejudice to Section 8.4.below : 
  

	 	(i)	all Options which are not exercisable under Section 7.2 above on the date of the end of employment will be subject to the following regime:


  

	 	(a)	if employment ends before the end of the second year following the Offer 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
Anheuser-Busch InBev or its subsidiaries), a portion of the Options will remain in full force and effect and subject to these terms and conditions, provided that, if so requested by Anheuser-Busch 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. 

  

	 	(II)	in all other cases, all Options held by the Participant will automatically expire and become null and void; 


 

	 	(b)	if employment ends on or after the end of the second year following the Offer Date, a portion of the Options will remain in full force and effect and subject to these
terms and conditions, provided that, if so 

  

 

	2 	 “cumulated age” is 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 Anheuser-Busch InBev Group using full months of service and full months of age to calculate the combined years. 



  
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requested by Anheuser-Busch 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 Options that will remain in full force and effect as indicated above will be calculated
by Anheuser-Busch InBev on the basis of the Pro-Rata Formula. The remaining Options will automatically expire and become null and void. 
  

	 	(ii)	all Options which, on the date of the end of employment are exercisable according to Section 7.2 above may be exercised until the end of the Exercise Period in
accordance with these terms. 

  

	 	8.2.2	Dismissal for Serious Cause 

 Without prejudice to Section 8.4 below, in the case of Dismissal for Serious Cause of a Participant: 
  

	 	(i)	all Options which are not exercisable under Section 7.2 above on the date of the end of employment automatically expire and become null and void;


  

	 	(ii)	all Options which, on the date of the end of employment are exercisable according to Section 7.2 above may be exercised but only during a 90-day period starting on
the day that employment has ended; 

 The rules set out above shall apply notwithstanding any recourse that might
be introduced by a Participant against such dismissal. 
  

	8.3	At or after cumulated age of 803 

  

	 	8.3.1	Dismissal other than for Serious Cause and Resignation 

 Without prejudice to Section 8.4 below : 
  

	 	(i)	all Options which are not exercisable under Section 7.2 above on the date of the end of employment remain exercisable by the Participant in accordance with these
terms provided that, if so requested by Anheuser-Busch InBev, the Participant enters into a non-competition agreement. The modalities of the non-competition agreement will be agreed upon after employment has ended. 


 

	 	(ii)	all Options which, on the date of the end of employment are exercisable according to Section 7.2 above may be exercised until the end of the Exercise Period in
accordance with these terms. 

  

	 	8.3.2	Dismissal for Serious Cause 

 Without prejudice to Section 8.4 below, in the case of Dismissal for Serious Cause of a Participant: 
  

	 	(i)	all Options which are not exercisable under Section 7.2 above on the date of the end of employment automatically expire and become null and void;


  
  

	3 	“cumulated age” is 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 Anheuser-Busch InBev Group using full months of service and full months of age to calculate the combined years. 


  
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	 	(ii)	all Options which, on the date of the end of employment are exercisable according to Section 7.2 above may be exercised but only during a 90-day period starting on
the day that employment has ended; 

 The rules set out above shall apply notwithstanding any recourse that might
be introduced by a Participant against such dismissal. 
  

	8.4	Death or termination of employment following permanent disability 

 Notwithstanding Sections 8.1 to 8.3 above, in the case of death of a participant or termination of employment following permanent disability: 

 

	 	8.4.1	all Options which are not exercisable under Section 7.2 above on the date of permanent disability or death of the Participant, become immediately and
unconditionally exercisable (in the case of death, by the Successors) in accordance with these terms and conditions, to the exclusion of Section 7.2 provided that, in the case of permanent disability and if so requested by Anheuser-Busch InBev,
the Participant enters into a non-competition agreement. The modalities of the non-competition agreement will be agreed upon after employment has ended. 

  

	 	8.4.2	all Options which, on the date of permanent disability or death of the Participant, are exercisable according to Section 7.2 above may be exercised (in the
case of death, by the Successors) until the end of the Exercise Period in accordance with these terms. 

 The notion of
“permanent disability” is to be defined by reference to the law governing the employment of the Participant. 
  

	8.5	Treatment of ISOs 

 ISOs
shall be treated as NQSOs if they are exercised later than three (3) months after a Participant’s termination of employment. If Section 8.4 applies with respect to ISOs upon the permanent disability of a Participant and the disability
is as described in Section 22(e)(3) of the Code, such ISOs shall be treated as NQSOs if they are exercised later than one (1) year after termination of employment. If the disability is not as described in Section 22(e)(3), such ISOs
shall be treated as NQSOs if they are exercised later than three (3) months after termination of employment. 
  

	8.6	Leave of Absence 

 A
Participant who is, as of the Offer Date on, or following the Offer Date commences, a Leave of Absence shall be deemed to remain employed by Anheuser-Busch InBev and its subsidiaries unless the Leave of Absence extends beyond the second anniversary
of the date on which the Leave of Absence commenced, in which event the Participant will be deemed to have resigned on and as of the Leave of Absence expiration date. 
 Notwithstanding the above, for purposes of the Pro-Rata Formula, the Leave of Absence will only be included in the number of full calendar months of employment provided it has been granted for medical
reasons, including maternity leave, or provided the law governing the employment of the Participant would require this. 
 For
purposes of ISOs, if a Leave of Absence exceeds three (3) months and Anheuser-Busch InBev is required, either by statute or contract, to reemploy the Participant upon expiration of such leave, Options will continue to be treated as ISOs during
such Leave of 

  
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Absence. If reemployment upon expiration of a Leave of Absence that exceeds three (3) months is not so guaranteed, six (6) months after the first day of such leave any ISOs held by the
Participant shall cease to be treated as ISOs and shall be treated for tax purposes as NQSOs. 
  

	9	Special Rules for Incentive Stock Options 

  

	9.1	To the extent that the aggregate Fair Market Value (determined as of the time the option is granted) of the ADSs or stock with respect to which ISOs granted
under the Plan and all other plans of Anheuser-Busch InBev are first exercisable by any Participant during any calendar year shall exceed the maximum limit (currently $100,000) imposed from time to time under Section 422 of the Code, such
options shall be treated as NQSOs, taking options into account in the order in which they are granted. 

  

	9.2	Notwithstanding Section 3, to the extent required under Section 422 of the Code, an ISO may not be granted under the Plan to an individual who, at the
time the Option is granted, owns stock possessing more than 10% of the total combined voting power of all classes of stock of his or her employer corporation or of its parent or subsidiary corporations (as such ownership may be determined for
purposes of Section 422(b)(6) of the Code) unless (i) at the time such ISO is granted the Exercise Price is at least 110% of the Fair Market Value of the ADSs subject thereto and (ii) the ISO by its terms is not exercisable after the
expiration of five (5) years from the date granted. 

  

	9.3	To the extent that an ISO fails to meet any of the requirements of Section 422 of the Code, it shall cease to be an ISO but shall, from the date of the
failure, continue in effect as a NQSO. 

  

	10	Amendment to the Capital Structure and Anti-dilution Measures 

  

	10.1	Anheuser-Busch 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 its shares or ADSs, 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. 

  

	10.2	In the event that such corporate changes would have an unfavourable effect on the Options, the Exercise Price and/or the number of Options and/or the number of
ADSs to which the Options give rights will be adjusted for the purpose of safeguarding the interests of the holders of Options, as determined at the sole discretion of the Board of Directors, subject to any required action by the Shareholders’
Meeting of Anheuser-Busch InBev; provided, however, that with respect to ISOs, any such adjustment shall be made in accordance with Section 424 of the Code. The terms of such adjustment will be communicated to the Participants in due time.


  

	10.3	In the event that Anheuser-Busch InBev would be merged into another company, the rights and obligations of Anheuser-Busch InBev under the Plan will automatically
be transferred to the absorbing company and the Options will no longer give the Participants the right to purchase ADSs but instead the right to purchase shares of the absorbing company. The number of shares of the absorbing company to which each
Option will give right and the exercise price thereof will be determined at the sole discretion of the Board of Directors and communicated to the Participants in due time; provided, however, that with respect to ISOs, any such assumption shall be
made in accordance with Section 424 of the Code. 


  
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	11	Nature and characteristics of the ADSs 

  

	11.1	General 

 The ADSs
delivered to the Participant are ordinary American Depositary Shares issued under the deposit agreement with The Bank of New York Mellon (or any successor thereof) in the framework of the Anheuser-Busch InBev American Depositary Receipt facility
managed by The Bank of New York Mellon (or any successor thereof) with all rights and benefits generally attached to such ADSs. 
  

	11.2	Dividends 

 The ADSs
acquired upon exercise of Options give right to the dividends paid on such ADSs after the date of exercise. ADS holders receive cash dividends in U.S. dollars after the amount paid in euro on the ordinary shares represented by the ADSs is converted
to U.S. dollars. No dividends will be paid on the Options. 
  

	11.3	Transferability 

 The ADSs
acquired upon the exercise of Options are not subject to any transfer restrictions under the rules of the Plan. 
  

	12	Expenses and Taxes 

 All
costs related to the attribution of the Options and the delivery of the ADSs will be paid by Anheuser-Busch InBev, except taxes on stock exchange transactions and income and social security taxes on the income received by the Participants in
connection with the offering, the ownership or the exercise of the Options and with the acquisition of the ADSs. All financing costs related to the acquisition of the ADSs shall be borne by the Participants. The Participants shall ensure that the
bank account of Anheuser-Busch InBev is credited with the net Exercise Price amount in US Dollars. To the extent permitted by law, Anheuser-Busch InBev may withhold from any payment or delivery of ADSs any income or social security taxes that are
required to be withheld under any applicable law, rule or regulation. 
  

	13	Administration of the Plan 

  

	13.1	Delegation to the Committee 

  

	 	13.1.1	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 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. 

  

	 	13.1.2	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. 


  
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	13.2	(Sub-)delegation to any third party 

  

	 	13.2.1	The Board of Directors and the Committee may (sub-)delegate certain well-specified powers to any third party they deem appropriate. 


 

	 	13.2.2	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. 

  

	13.3	Neither Anheuser-Busch InBev nor any member of the Board of Directors or the Committee shall be liable for: 


 

	 	(i)	any action or determination made in good faith with respect to the Plan; or. 


 

	 	(ii)	any action or determination with respect to the Plan or ISOs granted under the Plan that results in the Plan or such ISOs (individually or entirely) failing to meet the
requirements of Section 422 of the Code. 

  

	14	Notification Upon Disqualifying Disposition of ISO 

 If a Participant disposes of ADSs acquired upon exercise of an ISO in a “disqualifying disposition” within the meaning of Section 422 of the Code, that is, disposes of them less than:

  

	 	(i)	two years after the ISO Offer Date; or 

  

	 	(ii)	one year from the issue or transfer of ADSs to the Participant upon exercise, 

 or in any other disqualifying disposition within the meaning of Section 422 of the Code, the Participant shall notify Anheuser-Busch InBev of the date and terms of such disposition in writing within
15 days thereof. 
  

	15	Electronic Register, Electronic Evidence and Consent to Electronic Delivery 


 

	15.1	Electronic options register 

 The Options may be recorded in an options register in electronic form, the maintenance of which may be outsourced by Anheuser-Busch InBev to a third party. 

 

	15.2	Electronic evidence 


Electronic approvals, instructions, orders, statements and communications between a Participant, Anheuser-Busch InBev, Anheuser-Busch
InBev affiliates and any third party to which powers have been sub-delegated by Anheuser-Busch 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 Anheuser-Busch InBev, Anheuser-Busch InBev affiliates and any third party to which powers have been sub-delegated
by Anheuser-Busch InBev for the administration of the Plan, will constitute conclusive evidence between the Participant, Anheuser-Busch InBev, Anheuser-Busch InBev affiliates and any third party to which powers have been sub-delegated by
Anheuser-Busch InBev for the administration of the Plan, unless evidence to the contrary is provided by the Participant. 

  
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	15.3	Consent to Electronic Delivery 

 As a condition to receiving the Options, each Participant consents to delivery of all subsequent information relating to the Options by electronic means, including e-mails to the Participant and postings
on the LTI Website, Anheuser-Busch InBev’s website or intranet. Such information may include, among others, financial information concerning Anheuser-Busch InBev and other information relevant to a Participant’s decision whether or not to
exercise the Options. In order to access such information, Participants will be required to access the LTI Website and/or Anheuser-Busch InBev’s e-mail system, website and/or intranet. By acceptance of the Options, each Participant is deemed to
acknowledge that he/she has such access to the LTI Website, the e-mail system of Anheuser-Busch InBev and its website and intranet and ordinarily uses them in the ordinary course of his/her employment. Participants may obtain paper copies of any
such information by submitting a request to receive paper copies to his/her People Department. 
  

	16	Matrimonial Regime 

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

	17	Death 

 In the event of a
Participant’s death, any Successor acquiring Options shall inform Anheuser-Busch InBev of the Participant’s death as soon as possible and at the latest one month following the date of death. 

 

	18	Modification to 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. Shareholder approval/confirmation of any amendment shall be obtained to the extent necessary to comply with Section 422 of the Code (relating to Incentive Stock Options) or
any other applicable law, regulation or stock exchange listing requirements. 
  

	19	Nature of the Plan 


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

	 	(i)	the acquisition of ADSs by the Participant is unrelated to his occupational pension rights or pension claims, so that this acquisition cannot affect these occupational
pension rights and claims; 

  

	 	(ii)	the Plan, the Offer Letter and 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 Anheuser-Busch InBev or its subsidiaries to terminate the Participant’s employment according to the applicable regulations in respect of
termination thereof; and 


  
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	 	(iii)	the grant of Options cannot be considered as a right acquired for the future. 


 

	20	Privacy and processing of Personal Data 

  

	20.1	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
Options register of Anheuser-Busch InBev in electronic form. 

  

	20.2	The Personal Data collected, inter alia, by way of the Acceptance Form and the Exercise Form will be used exclusively for the purposes of the
administration of the Plan and the maintenance of the Options register of Anheuser-Busch InBev in electronic form. 

  

	20.3	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 purposes 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.


  

	20.4	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. 

  

	20.5	Through his/her signature of the Acceptance Form and/or its submission through the LTI Website, the Participant gives his/her consent to the collection and
processing of his/her Personal Data as described in this Section 20. 

  

	20.6	The Participant has the right to access and correct his/her Personal Data by sending a written and signed request to his/her local People Department.


  

	21	Effective Date and Term of Plan 

 Unless sooner terminated by the Board of Directors, the Plan, including the provisions respecting the grant of Options, shall terminate on 30 November 2020, such date being the 10th anniversary of the date the Plan was adopted by the Board of
Directors. All Options made under the Plan prior to its termination shall remain in effect until such Options have been satisfied or terminated in accordance with the terms and provisions of the Plan and the applicable Offer Letter. 

 

	22	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. 
  

	23	Applicable Law 

 The
Options and these terms and conditions are governed by Belgian law. 

  
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