ANHEUSER-BUSCH INBEV SA/NV
Proposal A.1
RENEWAL OF THE POWERS OF THE BOARD OF DIRECTORS RELATING TO THE ACQUISITION BY THE COMPANY OF ITS OWN SHARES AND AMENDMENTS TO ARTICLE 15 OF THE ARTICLES OF ASSOCIATION
Caisse vote:
For
Applicable policy or principle:
PC_02
Proposal B.5
APPROVAL OF THE STATUTORY ANNUAL ACCOUNTS: DIVIDEND FOR 2020 OF EUR 0.50 PER SHARE
Caisse vote:
For
Applicable policy or principle:
PC_02
Proposal B.6
DISCHARGE TO THE DIRECTORS: GRANTING DISCHARGE TO THE DIRECTORS FOR THE PERFORMANCE OF THEIR DUTIES DURING THE ACCOUNTING YEAR ENDED ON 31 DECEMBER 2020
Caisse vote:
For
Applicable policy or principle:
PC_04
Proposal B.7
DISCHARGE TO THE STATUTORY AUDITOR: GRANTING DISCHARGE TO THE STATUTORY AUDITOR FOR THE PERFORMANCE OF HIS DUTIES DURING THE ACCOUNTING YEAR ENDED ON 31 DECEMBER 2020
Caisse vote:
For
Applicable policy or principle:
PC_02
Proposal B.8.A
APPOINTMENT OF DIRECTOR: UPON PROPOSAL FROM THE RESTRICTED SHAREHOLDERS, RENEWING THE APPOINTMENT AS RESTRICTED SHARE DIRECTOR OF MARTIN J. BARRINGTON, FOR A PERIOD OF ONE YEAR ENDING AT THE END OF THE SHAREHOLDERS' MEETING WHICH WILL BE ASKED TO APPROVE THE ACCOUNTS FOR THE YEAR 2021
Caisse vote:
Against
Applicable policy or principle:
PC_04
Proposal B.8.B
APPOINTMENT OF DIRECTOR: UPON PROPOSAL FROM THE RESTRICTED SHAREHOLDERS, RENEWING THE APPOINTMENT AS RESTRICTED SHARE DIRECTOR OF WILLIAM F. GIFFORD, JR., FOR A PERIOD OF ONE YEAR ENDING AT THE END OF THE SHAREHOLDERS' MEETING WHICH WILL BE ASKED TO APPROVE THE ACCOUNTS FOR THE YEAR 2021
Caisse vote:
Against
Applicable policy or principle:
PC_04
Proposal B.8.C
APPOINTMENT OF DIRECTOR: UPON PROPOSAL FROM THE RESTRICTED SHAREHOLDERS, RENEWING THE APPOINTMENT AS RESTRICTED SHARE DIRECTOR OF ALEJANDRO SANTO DOMINGO DAVILA, FOR A PERIOD OF ONE YEAR ENDING AT THE END OF THE SHAREHOLDERS' MEETING WHICH WILL BE ASKED TO APPROVE THE ACCOUNTS FOR THE YEAR 202
Caisse vote:
Against
Applicable policy or principle:
PC_04
Proposal B.9
REMUNERATION POLICY: APPROVING THE REMUNERATION POLICY DRAFTED IN ACCORDANCE WITH ARTICLE 7:89/1 OF THE BELGIAN CODE OF COMPANIES AND ASSOCIATIONS. THE 2020 ANNUAL REPORT CONTAINING THE REMUNERATION POLICY IS AVAILABLE ON THE COMPANY'S WEBSITE AS INDICATED IN THIS NOTICE
Caisse vote:
Against
Applicable policy or principle:
PC_06
Proposal B.10
REMUNERATION REPORT: APPROVING THE REMUNERATION REPORT FOR THE FINANCIAL YEAR 2020. THE 2020 ANNUAL REPORT CONTAINING THE REMUNERATION REPORT IS AVAILABLE ON THE COMPANY'S WEBSITE AS INDICATED IN THIS NOTICE
Caisse vote:
Against
Applicable policy or principle:
PC_06
Proposal B.11
APPROVAL OF A CHANGE OF CONTROL PROVISION: APPROVING, IN ACCORDANCE WITH ARTICLE 7:151 OF THE BELGIAN CODE OF COMPANIES AND ASSOCIATIONS, (I) CLAUSE 17 (MANDATORY PREPAYMENT) OF THE (CURRENTLY) USD 10,100,000,000 REVOLVING CREDIT AND SWINGLINE FACILITIES AGREEMENT ORIGINALLY DATED 26 FEBRUARY 2010 AND AS AMENDED FROM TIME TO TIME AND FOR THE LAST TIME PURSUANT TO AN AMENDMENT AND RESTATEMENT AGREEMENT DATED 16 FEBRUARY 2021 (THE "RESTATED FACILITIES AGREEMENT") AND (II) ANY OTHER PROVISION OF THE RESTATED FACILITIES AGREEMENT GRANTING RIGHTS TO THIRD PARTIES WHICH COULD MATERIALLY AFFECT THE COMPANY'S ASSETS OR COULD IMPOSE A MATERIAL LIABILITY OR 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 RESTATED FACILITIES AGREEMENT) (*).(*) 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 ANHEUSER-BUSCH INBEV OR ANY EXISTING DIRECT OR INDIRECT CERTIFICATE HOLDER OR CERTIFICATE HOLDERS OF STICHTING ANHEUSER-BUSCH 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, "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". CLAUSE 17 OF THE RESTATED FACILITIES AGREEMENT 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)
Caisse vote:
For
Applicable policy or principle:
PC_06
Proposal C.12
FILINGS: WITHOUT PREJUDICE TO OTHER DELEGATIONS OF POWERS TO THE EXTENT APPLICABLE, GRANTING POWERS TO JAN VANDERMEERSCH, GLOBAL LEGAL DIRECTOR CORPORATE, WITH POWER TO SUBSTITUTE, TO PROCEED TO (I) THE SIGNING OF THE RESTATED ARTICLES OF ASSOCIATION AND THEIR FILINGS WITH THE CLERK'S OFFICE OF THE ENTERPRISE COURT OF BRUSSELS AS A RESULT OF THE APPROVAL OF THE RESOLUTIONS REFERRED TO IN ITEM 1 ABOVE, (II) THE FILING OF THE RESOLUTION REFERRED TO IN ITEM 11 ABOVE WITH THE CLERK'S OFFICE OF THE ENTERPRISE COURT OF BRUSSELS, AND (III) ANY OTHER FILINGS AND PUBLICATION FORMALITIES IN RELATION TO THE ABOVE RESOLUTIONS
Caisse vote:
For
Applicable policy or principle:
PC_02