BUD 20-F DEF-14A Report Dec. 31, 2019 | Alphaminr
Anheuser-Busch InBev SA/NV

BUD 20-F Report ended Dec. 31, 2019

TABLE OF CONTENTS
Part IItem 1. Identity Of Directors, Senior Management and AdvisersItem 2. Offer Statistics and Expected TimetableItem 3. Key InformationItem 4. Information on The CompanyItem 4A. Unresolved Staff CommentsItem 5. Operating and Financial ReviewItem 6. Directors, Senior Management and EmployeesItem 7. Major Shareholders and Related Party TransactionsItem 8. Financial InformationItem 9. The Offer and ListingItem 10. Additional InformationItem 11. Quantitative and Qualitative Disclosures About Market RiskItem 12. Description Of Securities Other Than Equity SecuritiesPart IIItem 13. Defaults, Dividend Arrearages and DelinquenciesItem 14. Material Modifications To The Rights Of Security Holders and Use Of ProceedsItem 15. Controls and ProceduresItem 16A. Audit Committee Financial ExpertItem 16B. Code Of EthicsItem 16C. Principal Accountant Fees and ServicesItem 16D. Exemptions From The Listing Standards For Audit CommitteesItem 16E. Purchases Of Equity Securities By The IssuerItem 16F. Change in Registrant S Certifying AccountantItem 16G. Corporate GovernanceItem 16H. Mine Safety DisclosurePart IIIItem 17. Financial StatementsItem 18. Financial StatementsItem 19. Exhibits

Exhibits

1.1 Articles of Association of Anheuser-Busch InBev SA/NV, dated as of 24 April 2019 (English-language translation). 2.1* Indenture, dated as of 16 October 2009, among Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch InBev SA/NV, Brandbrew S.A., Cobrew NV/SA and Anheuser Busch Companies, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to FormF-4(FileNo.333-163464)filed by former AB InBev on 3December 2009). 2.2* Fifth Supplemental Indenture, dated as of 27 November 2009, among Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch InBev SA/NV, the Subsidiary Guarantors named therein, and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.6 to FormF-4(FileNo.333-163464)filed by former AB InBev on 3December 2009). 2.3* Tenth Supplemental Indenture, dated as of 7 April 2010, among Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch InBev SA/NV, the Subsidiary Guarantors named therein, and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 2.3 to Form20-F(FileNo.001-34455)filed by former AB InBev on 13April 2011). 2.4* Twenty-Fourth Supplemental Indenture, dated as of 6 October 2011, among Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch InBev SA/NV, the Subsidiary Guarantors named therein, and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.2 toFormF-3/A(FileNo.333-169514)filed by former AB InBev on 7October 2011). 2.5* Twenty-Ninth Supplemental Indenture, dated as of 20 December 2012, among Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch InBev SA/NV, the Subsidiary Guarantors party thereto from time to time and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.2 to FormF-3/A(FileNo.333-169514)filed by former AB InBev on 21December 2012). 2.6* Indenture, dated as of 17 January 2013, among Anheuser-Busch InBev Finance Inc., Anheuser-Busch InBev SA/NV, Brandbrew S.A., Cobrew NV/SA, Anheuser-Busch InBev Worldwide Inc. and Anheuser Busch Companies, LLC and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 2.5 toForm20-Ffiled by former AB InBev on 25March 2013). 2.7* Indenture, dated as of 25 January 2016, among Anheuser-Busch InBev Finance Inc., Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch InBev SA/NV, Brandbrew S.A., Cobrew NV/SA and Anheuser Busch Companies, LLC and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 2.7 to Form20-Ffiled by former AB InBev on 14March 2016). 2.8* Indenture, dated as of 16 December 2016, among Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch InBev Finance Inc., Anheuser-Busch InBev SA/NV, Brandbrew S.A., Cobrew NV/SA and Anheuser Busch Companies, LLC and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 2.8 to Form20-Ffiled by Anheuser-Busch InBev SA/NV on 22March 2017). 2.9* Indenture, dated as of 15 May 2017, among Anheuser-Busch InBev Finance Inc., Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch InBev SA/NV, Brandbrew S.A., Cobrew NV/SA and Anheuser Busch Companies, LLC and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to Form6-Kfiled by Anheuser-Busch InBev SA/NV on 15May 2017). 2.10* Indenture, dated as of 4 April 2018, among Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch InBev Finance Inc., Anheuser-Busch InBev SA/NV, Brandbrew S.A., Cobrew NV/SA and Anheuser Busch Companies, LLC and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to Form6-Kfiled by Anheuser-Busch InBev SA/NV on 4April 2018). 2.11* Amended and Restated Deposit Agreement, by and among Anheuser-Busch InBev SA/NV and The Bank of New York Mellon, as Depositary and Owners and Holders of American Depositary Shares, dated as of 23March 2018 (incorporated by reference to Exhibit 4.2 to FormS-8filed by Anheuser-Busch InBev SA/NV on 14September 2018). 2.12* Indenture, dated as of 13 November 2018, among Anheuser-Busch InBev Worldwide Inc., Anheuser Busch Companies, LLC, Anheuser-Busch InBev Finance Inc., Anheuser-Busch InBev SA/NV, Brandbrew S.A. and Cobrew NV/SA and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to Form6-Kfiled by Anheuser-Busch InBev SA/NV on 14November 2018). 2.13* Seventh Supplemental Indenture, dated as of 23 January 2019, among Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch InBev SA/NV, the Subsidiary Guarantors party thereto from time to time and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to Form6-Kfiled by Anheuser-Busch InBev SA/NV on 23January 2019). 2.14 Description of Securities registered under Section12 of the Exchange Act. 3.1* Voting Agreement between Stichting Anheuser-Busch InBev, Fonds Baillet Latour SPRL and Fonds Voorzitter Verhelst SPRL, effective 1 November 2015 (incorporated by reference to Exhibit 2.36 to Amendment No.15 to Schedule 13D filed by former AB InBev on 9March 2016). 3.2* Amended and Restated New Shareholders Agreement, dated 11 April 2016, among BRC S..R.L., Eugnie Patri Sbastian S.A., EPS Participations S..R.L., Rayvax Socit dInvestissements S.A. and Stichting Anheuser-Busch InBev (incorporated by reference to Exhibit 2.37 to Schedule 13D filed by former AB InBev on 19April 2016). 3.3* Voting and Support Agreement relating to Anheuser-Busch InBev SA/NV, dated 8 October 2016, among Stichting Anheuser-Busch InBev, Altria Group, Inc., BEVCO Ltd. and Anheuser-Busch InBev SA/NV (incorporated by reference to Exhibit 2.4 to Anheuser-Busch InBev SA/NVs Schedule 13D filed by BRC S..R.L. on 2 November 2016). 4.1* 2010 Senior Facilities Agreement for Anheuser-Busch InBev SA/NV and Anheuser-Busch InBev Worldwide Inc., dated 26 February 2010 (incorporated by reference to Exhibit 4.2 to Form20-Ffiled by former AB InBev on 15April 2010). 4.2* Letter of Amendment dated 23June 2011, amending the 2010 Senior Facilities Agreement dated 26 February 2010 (incorporated by reference to Exhibit 4.2 to Form20-Ffiled by former AB InBev on 13April 2012). 4.3* Letter of Amendment dated 20August 2013, amending the 2010 Senior Facilities Agreement dated 26 February 2010 (incorporated by reference to Exhibit 4.3 to Form20-Ffiled by former AB InBev on 24March 2015). 4.4* Amendment and Restatement Agreement dated 28August 2015, amending the 2010 Senior Facilities Agreement dated 26 February 2010 (incorporated by reference to Exhibit 4.4 to Form20-Ffiled by former AB InBev on 14March 2016). 4.5* Letter of Amendment dated 26October 2017, amending the 2010 Senior Facilities Agreement dated 26 February 2010 (incorporated by reference to Exhibit 4.5 to Form20-Ffiled by Anheuser-Busch InBev SA/NV on 19March 2018). 4.6* Share-Based Compensation Plan Relating to Shares of Anheuser-Busch InBev (incorporated by reference to Exhibit 4.3 to FormS-8(FileNo.333-172069)filed by former AB InBev on 4February 2011). 4.7* Share-Based Compensation Plan Relating to American Depositary Shares of Anheuser-Busch InBev (incorporated by reference to Exhibit 4.4 to FormS-8(FileNo.333-172069)filed by former AB InBev on 4February 2011). 4.8* Long-Term Incentive Plan Relating to Shares of Anheuser-Busch InBev (most recent version is incorporated by reference to Exhibit 4.3 to FormS-8(FileNo.333-208634)filed by former AB InBev on 18December 2015). 4.9* Long-Term Incentive Plan Relating to American Depositary Shares of Anheuser-Busch InBev (most recent version is incorporated by reference to Exhibit 4.4 to FormS-8(FileNo.333-208634)filed by former AB InBev on 18December 2015). 4.10* Exceptional Incentive Restricted Stock Units Programme (most recent version is incorporated by reference to Exhibit 4.5 to FormS-8(FileNo.333-208634)filed by former AB InBev on 18December 2015). 4.11* Discretionary Restricted Stock Units Programme (incorporated by reference to Exhibit 4.3 to FormS-8(FileNo.333-221808)filed on 11November 2017). 4.12* Terms and Conditions of Anheuser-Busch InBev SA/NV Stock Option PlanStock Options Grant of 18 December 2009 (incorporated by reference to Exhibit 4.3 to FormS-8(FileNo.333-165065)filed by former AB InBev on 25 February 2010 and post-effectively amended by Post-Effective Amendment No.1 to FormS-8filed by former AB InBev on 4February 2011). 4.13* Anheuser-Busch InBev SA/NV Long-Term Incentive PlanStock Options Grant of 18 December 2009 (incorporated by reference to Exhibit 4.4 to FormS-8(FileNo.333-165065)filed by former AB InBev on 25 February 2010 and post-effectively amended by Post-Effective Amendment No.1 to FormS-8filed by former AB InBev on 4February 2011). 4.14* Forms of Stock Option Plan underlying the Dividend Waiver and Exchange Program (incorporated by reference to Exhibit4.5 to FormS-8(FileNo.333-165065)filed by former AB InBev on 25February 2010 and post-effectively amended by Post-Effective Amendment No.1 to FormS-8filed by former AB InBev on 4February 2011). 4.15* Share-Based Compensation Plan March 2010 (incorporated by reference to Exhibit 4.6 to FormS-8(FileNo.333-165065)filed by former AB InBev on 25February 2010 and post-effectively amended by Post-Effective Amendment No. 1 to FormS-8filed by former AB InBev on 4February 2011). 4.16* Share-Based Compensation Plan March 2010 for EBM, GHQ& NY (incorporated by reference to Exhibit 4.7 to FormS-8filed by former AB InBev on 25February 2010 and post-effectively amended by Post-Effective Amendment No.1 to FormS-8filed by former AB InBev on 4 February 2011). 4.17* 2020 Dream Incentive Plan (incorporated by reference to Exhibit 4.6 to FormS-8(FileNo.333-208634)filed by former AB InBev on 18December 2015). 4.18* Final Judgment of the United States District Court for the District of Columbia, entered into on 21 October 2013, outlining the Grupo Modelo settlement (incorporated by reference to Exhibit 4.18 to Form20-Ffiled by former AB InBev on 25March 2014). 4.22* Tax Matters Agreement, dated as of 11 November 2015, between Anheuser-Busch InBev SA/NV and Altria Group, Inc. (incorporated by reference to Exhibit 99.5 to former AB InBevs Current Report on Form6-Kfiled with the SEC on 12 November 2015). 4.23* Purchase Agreement, dated as of 11 November 2015, between Anheuser-Busch InBev SA/NV and Molson Coors Brewing Company (incorporated by reference to Exhibit 99.7 to Form6-Kfiled by former AB InBev on 12November 2015). 4.24* Amendment No.1 to Purchase Agreement, dated as of 25 March 2016, between Anheuser-Busch InBev SA/NV and Molson Coors Brewing Company (incorporated by reference to Exhibit 10.4 to FormF-4(FileNo. 333-213328)filed by Anheuser-Busch InBev SA/NV on 26August 2016). 4.25* Amendment No.2 to Purchase Agreement, dated as of 3 October 2016, between Anheuser-Busch InBev SA/NV and Molson Coors Brewing Company (incorporated by reference to Exhibit 99.2 to Form6-Kfiled by Anheuser-Busch InBev SA/NV on 12October 2016). 4.26* Information Rights Agreement, dated as of 11 November 2015, between Anheuser-Busch InBev SA/NV and Altria Group, Inc. (incorporated by reference to Exhibit 4.26 to Form20-Ffiled by AB InBev on 22March 2016). 4.27* Registration Rights Agreement, dated as of 10 October 2016, among Anheuser-Busch InBev SA/NV and the Holders as defined therein (incorporated by reference to Exhibit 4.27 to Form20-Ffiled by AB InBev on 22March 2016). 4.28* Modified Judgment of the United States District Court for the District of Columbia, dated as of 22 October 2018, relating to the combination with SAB (incorporated by reference to Exhibit 4.28 to Form 20-F filed by AB InBev on 22 March 2019). 4.29* Gap Long-Term Incentive Plan for SABMiller Employees (incorporated by reference to Exhibit 4.4 to FormS-8(FileNo.333-221808)filed on 11November 2017). 4.30* Five-Year Performance Restricted Stock Units Plan (incorporated by reference to Exhibit 4.3 to FormS-8(FileNo.333-227335)filed on 14September 2018). 4.31* Ten-YearPerformance Restricted Stock Units Plan (incorporated by reference to Exhibit 4.4 to FormS-8(FileNo.333-227335)filed on 14September 2018). 4.32* Restricted Stock Units Plan for Directors (incorporated by reference to Exhibit 4.3 to FormS-8(FileNo.333-231556)filed on 17May 2019). 11.1 Anheuser-Busch InBev Code of Dealing, dated as of September 2019. 11.2 Anheuser-Busch InBev Code of Business Conduct, dated as of December 2019 12.1 Principal Executive Officer Certification pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 12.2 Principal Financial Officer Certification pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 13.1 Principal Executive Officer and Principal Financial Officer Certification pursuant to Section906 of the Sarbanes-Oxley Act of 2002. 15.1 Consent of PwC Bedrijfsrevisoren BV/Reviseurs dEntreprises SRL 15.2 Consent of Deloitte Bedrijfsrevisoren/Rviseurs dEntreprises CVBA/SCRL.