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AB InBev announces proposed changes to its board of directors


On Tuesday, 19 March 2019,Anheuser-Busch InBev (Euronext: ABI) (NYSE: BUD) (MEXBOL: ANB) (JSE: ANH) (“AB InBev” or the “Company”) is announcing changes to its Board of Directors,subject to approval at itsannual ordinary and extraordinary shareholders’ meeting to be held on 24 April 2019 (the “Annual Shareholders’ Meeting”). Olivier Goudet, Alexandre Behring, Stéfan Descheemaekerand CarlosAlbertoSicupirawill be leaving their positions as members of theBoardofDirectors,immediately after the Annual Shareholders’Meeting.Mr. Goudet hasserved on our Board of Directors since April 2011 and has been itsChairperson sinceApril 2015.Mr. Behring, Mr. Descheemaeker andMr. Sicupirahave served on our Boardof Directorssince 2014, 2008 and 2004, respectively. We want to warmly thank each of them for their remarkable commitment and valuable contributions to our company during their respective tenures andwish them great success in their future endeavors.

To replace Mr. Goudet as Chairperson of our Board, we have approached Martin J. Barrington. Hewill be proposed astheunanimous choice of ourBoardof Directors, including independent directors,as ournew Chairperson, effective as from the Annual Shareholders’ Meeting.Mr. Barringtonknows our industry and our companywell. He has been part of our Board of Directors since we completed our combination with SAB in October 2016. We believe that his experience as a former Chairman and CEO of a listed, broadly-held multinational company means that he brings strong qualifications to the role. Heis an expert in governance, regulatory topics and operational excellence, and left his previous role with a recognized track-record for shareholder value creation. Mr. Barringtonhasbeen fully retired from his previousrole as Chairman and CEOfor almosta yearandhas the time required as Chairperson of our Board to dedicate to AB InBev.“

I’m honored to be considered by the AB InBev Boardof Directorsas the company’s next Chairperson. I have thoroughly enjoyed the past two and a half years that I have spent on the Boardof Directors and learned about the company. I believe that AB InBev is extremely well-positioned for continued growth and value creation, led by a best-in-class management team under the leadership ofCEOCarlos Brito. I look forward to helpingthis great companywrite the next chapter in its exciting journey”, Mr. Barrington stated.Mr. Barrington’s appointment is subjectto(i)the approval of changesto the Company’s bylaws (article 23) regarding the Chairperson of the Board, and(ii)his re-election as a Restricted Share Director at the Annual Shareholders’ Meeting.The proposed amendmentwould broaden the poolof eligible individualsand allow our Boardof Directorsto elect a Chairperson who is either an independent director or a representative of the Restricted Shareholders (e.g., Altria or Bevco). Altria and Bevco are not part of the same group as our controlling shareholdersand do not share business interests with them,apart from their holding of AB InBev shares, andthe proposed amendments donot allow the Chairpersonof the Boardto be a representative of our controlling shareholders.While Mr. Barrington is already considered an independent director under US law, he cannot be proposed as independent based on the current Belgian legal rules and our bylaws.We are confident that the proposed change will strengthen the representation of our minority shareholders.

To fill the independent director seat left by Mr. Goudet, we arepleased to proposeDr. Xiaozhi Liu.To replace Mr. Behring, Mr. DescheemaekerandMr. Sicupira,our controlling shareholders are pleased to announce thatMr.Claudio Garcia,Ms. Sabine ChalmersandMs. Cecilia Sicupira, respectively, will be proposed as new directors at the upcoming Annual Shareholders’Meeting(see biographiesbelow).

We believe that the proposed changesto our Board of Directorsdescribed aboveand the strong credentials andtrack-record of the new appointeeswill bring new perspectives,which will be valuable for our journey to continue shaping the beer category as we remain focusedondelivering sustainabletop and bottom line growth.

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