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Anheuser-Busch InBev SA/NV

Anheuser-Busch InBev SA/NVBUD決算レポート

NYSE · brewing industry

Anheuser-Busch InBev SA/NV, known as AB InBev, is a Belgian multinational drink and brewing company based in Leuven, Belgium. It is the largest brewer in the world, and in 2023, was ranked 72nd in the Forbes Global 2000.

What changed in Anheuser-Busch InBev SA/NV's 20-F — 2022 vs 2023

Top changes in Anheuser-Busch InBev SA/NV's 2023 20-F

955 paragraphs added · 980 removed · 802 edited across 6 sections

Item 2. Properties

Properties — owned and leased real estate

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ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1 A. OFFER STATISTICS 1 B. METHOD AND EXPECTED TIMETABLE 1 ITEM 3. KEY INFORMATION 1 B. CAPITALIZATION AND INDEBTEDNESS 1 C. REASONS FOR THE OFFER AND USE OF PROCEEDS 1 D. RISK FACTORS 1 ITEM 4. INFORMATION ON THE COMPANY 30 A. HISTORY AND DEVELOPMENT OF THE COMPANY 30 B.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 8 A. OFFER STATISTICS 8 B. METHOD AND EXPECTED TIMETABLE 8 ITEM 3. KEY INFORMATION 8 A. [RESERVED] 8 B. CAPITALIZATION AND INDEBTEDNESS 8 C. REASONS FOR THE OFFER AND USE OF PROCEEDS 8 D. RISK FACTORS 8 ITEM 4. INFORMATION ON THE COMPANY 38 A.
BUSINESS OVERVIEW 32 C. ORGANIZATIONAL STRUCTURE 68 D. PROPERTY, PLANTS AND EQUIPMENT 68
HISTORY AND DEVELOPMENT OF THE COMPANY 38 B. BUSINESS OVERVIEW 40 C. ORGANIZATIONAL STRUCTURE 75 D. PROPERTY, PLANTS AND EQUIPMENT 75

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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The financial risks of operating in developing markets also include risks of illiquidity, inflation (for example, Brazil and Argentina have periodically experienced extremely high rates of inflation), devaluation (see “—Fluctuations in foreign currency exchange rates may lead to volatility in our results of operations.”) (for example, the Brazilian, Argentine, Colombian, Peruvian, Turkish and several African currencies have been devalued frequently during the last several decades), price volatility, currency convertibility and country default.
The financial risks of operating in developing markets also include risks of illiquidity, inflation (for example, Brazil and Argentina have periodically experienced extremely high rates of inflation), devaluation (for example, the Brazilian, Argentine, Colombian, Peruvian, Turkish and several African currencies have been devalued frequently during the last several decades (see also “—Fluctuations in foreign currency exchange rates may lead to volatility in our results of operations.”)), price volatility, currency convertibility and country default.
Further devaluations of the Argentine peso (or the functional currencies of other of our operations) in the future, if any, may also decrease our net assets in Argentina (and other of our operations), with a balancing entry in our equity.
Further devaluations of the Argentine peso (or the functional currencies of our other operations) in the future, if any, may also decrease our net assets in Argentina (and of our other operations), with a balancing entry in our equity.
Risks Related to Our Ordinary Shares and American Depositary Shares • The market price of our Ordinary Shares and ADSs may be volatile. • Our largest shareholder may use its significant interest to take actions not supported by our other shareholders. • We may be unable to pay dividends. • Fluctuations in the exchange rate between the Euro, the South African rand, the Mexican peso and the U.S. dollar may increase the risk of holding our ADSs and Ordinary Shares. • Future equity issuances may dilute the holdings of current shareholders or ADS holders and any such offerings by us or any large sales by our shareholders could materially affect the market price of our Ordinary Shares or ADSs. • Investors may suffer dilution if they are not able to participate in equity offerings, and our ADS holders may not receive any value for rights that we may grant. • ADS holders may not be able to exercise their right to vote the shares underlying our ADSs • ADS holders may be subject to limitations on the transfer of their ADSs or the withdrawal of the underlying Ordinary Shares from the deposit facility. • Shareholders may not enjoy under Belgian corporate law and our articles of association certain of the rights and protections generally afforded to shareholders of U.S. companies. • As a “foreign private issuer” in the United States, we are exempt from a number of rules under U.S. securities laws and are permitted to file less information with the SEC than domestic issuers. • It may be difficult for investors outside Belgium to serve process on or enforce foreign judgments against us. -3- Table of Contents Risks relating to us and our activities 1.
Risks Related to Our Ordinary Shares and American Depositary Shares • The market price of our Ordinary Shares and ADSs may be volatile. • Our largest shareholder may use its significant interest to take actions not supported by our other shareholders. • We may be unable to pay dividends. • Fluctuations in the exchange rate between the Euro, the South African rand, the Mexican peso and the U.S. dollar may increase the risk of holding our ADSs and Ordinary Shares. • Future equity issuances may dilute the holdings of current shareholders or ADS holders and any such offerings by us or any large sales by our shareholders could materially affect the market price of our Ordinary Shares or ADSs. • Investors may suffer dilution if they are not able to participate in equity offerings, and our ADS holders may not receive any value for rights that we may grant. • ADS holders may not be able to exercise their right to vote the shares underlying our ADSs • ADS holders may be subject to limitations on the transfer of their ADSs or the withdrawal of the underlying Ordinary Shares from the deposit facility. • Shareholders may not enjoy under Belgian corporate law and our articles of association certain of the rights and protections generally afforded to shareholders of U.S. companies. • As a “foreign private issuer” in the United States, we are exempt from a number of rules under U.S. securities laws and are permitted to file less information with the SEC than domestic issuers. • It may be difficult for investors outside Belgium to serve process on or enforce foreign judgments against us. -10- Table of Contents Risks relating to us and our activities 1.
There can be no assurance that the introduction of new competition laws in the jurisdictions in which we operate, the interpretation of existing antitrust or competition laws or competition laws related to digital platforms, the enforcement of existing antitrust or competition laws or competition laws related to digital platforms by competent authorities or civil antitrust litigation by private parties, or any agreements with competent antitrust or competition authorities, against us or our subsidiaries, including Ambev, will not affect our business or the businesses of our subsidiaries in the future or have a financial impact.
There can be no assurance that the introduction of new competition laws in the jurisdictions in which we operate, the interpretation and/or enforcement of existing antitrust or competition laws or competition laws related to digital platforms by competent authorities, civil antitrust litigation by private parties, or any agreements with competent antitrust or competition authorities, against us or our subsidiaries, including Ambev, will not affect our business or the businesses of our subsidiaries in the future or have a financial impact.
In recent years, many industries have seen disruption from non-traditional producers and distributors, in many cases, due to a rapidly evolving digital landscape. Our business could be negatively affected if we are unable to anticipate changing consumer preferences for digital platforms or fail to continuously strengthen and evolve our capabilities in digital commerce and marketing. 5.
In recent years, many industries have seen disruption from non-traditional producers and distributors, in many cases, due to a rapidly evolving digital landscape. Our business could be negatively affected if we are unable to anticipate changing consumer preferences for digital platforms or fail to continuously strengthen and evolve our capabilities in digital commerce and marketing.
Information on the Company—B. Business Overview—2. Principal Activities and Products—Beer.” Softer consumer demand for our products could reduce our profitability and could negatively affect our overall financial performance. Increasing inflationary pressures may result in significant increases to our expenses, including direct materials, wages, energy, and transportation costs.
Information on the Company—B. Business Overview—2. Principal Activities and Products—Beer.” Softer consumer demand for our products could reduce our profitability and could negatively affect our overall financial performance. Inflationary pressures may result in significant increases to our expenses, including direct materials, wages, energy, and transportation costs.
Legal and Regulatory Risks • If any of our products is defective or found to contain contaminants, we may be subject to product recalls or other associated liabilities. • Negative publicity regarding perceived health risks, failure to provide safe working environments and associated government regulation may harm our business. • We are exposed to the risk of litigation, claims and disputes, which may cause us to pay significant damage awards and incur other costs. • We could incur significant costs as a result of compliance with, and/or violations of or liabilities under, various regulations that govern our operations. • We may be subject to adverse changes in taxation and other tax-related risks. -2- Table of Contents • We are exposed to antitrust and competition laws in certain jurisdictions and the risk of changes in such laws or in the interpretation and enforcement of existing antitrust and competition laws.
Legal and Regulatory Risks • If any of our products is defective or found to contain contaminants, we may be subject to product recalls or other associated liabilities. • Negative publicity regarding perceived health risks, failure to provide safe working environments and associated government regulation may harm our business. • We are exposed to the risk of litigation, claims and disputes, which may cause us to pay significant damage awards and incur other costs. • We could incur significant costs as a result of compliance with, and/or violations of or liabilities under, various regulations that govern our operations. • We may be subject to adverse changes in taxation and other tax-related risks. -9- Table of Contents • We are exposed to antitrust and competition laws in certain jurisdictions and the risk of changes in such laws or in the interpretation and enforcement of existing antitrust and competition laws.
If we are unable to protect our proprietary rights against infringement or misappropriation, it could have a material adverse effect on our business, results of operations, cash flows or financial condition and, in particular, on our ability to develop our business. An impairment of goodwill or other intangible assets would adversely affect our financial condition and results of operations.
If we are unable to protect our proprietary rights against infringement or misappropriation, it could have a material adverse effect on our business, results of operations, cash flows or financial condition and, in particular, on our ability to develop our business. An impairment of goodwill or other intangible assets could adversely affect our financial condition and results of operations.
Our ESG reporting considers key non-financial indicators and guidance from frameworks such as the Global Reporting Initiative (GRI) Standards, the Sustainability Accounting Standards Board (SASB), the United Nations (UN) Guiding Principles reporting framework, CDP Water and Climate, the Task Force on Climate-related Financial Disclosure (TCFD) and the relevant United Nations Sustainable Development Goals (SDGs).
Our sustainability reporting considers key non-financial indicators and guidance from frameworks such as the Global Reporting Initiative (GRI) Standards, the Sustainability Accounting Standards Board (SASB), the United Nations (UN) Guiding Principles reporting framework, CDP Water and Climate, the Task Force on Climate-related Financial Disclosure (TCFD) and the relevant United Nations Sustainable Development Goals (SDGs).
The supply and price of raw materials and commodities used for the production of our products can be affected by a number of factors beyond our control, including the level of crop production around the world, inflation, global geopolitical events, energy prices, export demand, quality and availability of supply, speculative movements in the raw materials or commodities markets, currency fluctuations, governmental regulations and legislation affecting agriculture, trade agreements among producing and consuming nations, extreme weather conditions, natural disasters, health epidemics, pandemics or other disease outbreaks, economic factors affecting growth decisions, political developments, various plant diseases and pests.
The supply and price of raw materials and commodities used for the production of our products can be affected by a number of factors beyond our control, including the level of crop production around the world, inflation, global geopolitical events, including war and other conflicts, energy prices, export demand, quality and availability of supply, speculative movements in the raw materials or commodities markets, currency fluctuations, governmental regulations and legislation affecting agriculture, trade agreements among producing and consuming nations, extreme weather conditions, natural disasters, health epidemics, pandemics or other disease outbreaks, economic factors affecting growth decisions, political developments, various plant diseases and pests.
The reform initiative incorporates a two-pillar approach: Pillar One, which is focused on the re-allocation of some of the taxable profits of multinational enterprises to the markets where consumers are located; and Pillar Two, which is focused on establishing a global minimum corporate taxation rate.
The reform initiative incorporates a two-pillar approach: Pillar One, which is focused on the re-allocation of some of the taxable profits of multinational enterprises to the markets where consumers are located; and Pillar Two, which is focused on establishing a global minimum corporate taxation rate of 15%.
The sequence in which the risk factors are presented below is not indicative of their likelihood of occurrence or of the potential magnitude of their financial consequences. -1- Table of Contents SUMMARY OF RISK FACTORS Risks relating to us and our activities 1.
The sequence in which the risk factors are presented below is not indicative of their likelihood of occurrence or of the potential magnitude of their financial consequences. -8- Table of Contents SUMMARY OF RISK FACTORS Risks relating to us and our activities 1.
As a result, we derecognized the investment in AB InBev Efes and reported a USD 1,143 million non-cash impairment charge in exceptional share of results of associates as of 30 June 2022.
As a result, we derecognized the investment in AB InBev Efes and reported a USD 1,143 million non-cash impairment charge in exceptional share of result of associates as of 30 June 2022.
Our reputation forms the foundation of our relationships with key stakeholders and other constituencies, including consumers, customers and suppliers, and maintaining a positive reputation globally is critical to the successful operation of our business.
Our reputation forms the foundation of our relationships with key stakeholders and other constituencies, including consumers, distributors, customers and suppliers, and maintaining a positive reputation globally is critical to the successful operation of our business.
In addition, regulators in various jurisdictions, including Europe and the U.S., have focused efforts on increased disclosures related to ESG matters, including climate change and mitigation efforts, and these regulations (if adopted) could expand the nature, scope and complexity of matters that we are required to control, assess and report and we may be required to make additional investments and implement new practices and reporting processes, all entailing additional compliance risk.
In addition, regulators in various jurisdictions, including Europe and the U.S., have focused efforts on increased disclosures related to sustainability matters, including climate change and mitigation efforts, and these regulations (if adopted) could expand the nature, scope and complexity of matters that we are required to control, assess and report and we may be required to make additional investments and implement new practices and reporting processes, all entailing additional compliance risk.
Additional regulatory restrictions on our business, such as those on the legal minimum drinking age, product labeling, opening hours or marketing activities (including the marketing or selling of beer at sporting events), may cause the social acceptability of beer to decline significantly and consumption trends to shift away from it, which would have a material adverse effect on our business, financial condition and results of operations.
Additional regulatory restrictions on our business, such as those on the legal minimum drinking age, product labeling, opening hours or marketing activities (including the marketing or selling of beer at sporting events), may cause the social acceptability of beer to decline significantly and consumption trends to shift away from it, which could have a material adverse effect on our business, financial condition and results of operations.
Like most major corporations, our information systems may be vulnerable to a variety of threats that can compromise the confidentiality, integrity or availability of our data or information systems, including, but not limited to, natural disasters, physical attacks, telecommunications failures, unintentional or malicious actions of employees or contractors, computer viruses, hackers, phishing attempts, cyber-attacks, malware and ransomware attacks.
Like most major corporations, our information systems may be vulnerable to a variety of threats that can compromise the confidentiality, integrity or availability of our data or information systems, including, but not limited to, natural disasters, physical attacks, telecommunications failures, power outages, unintentional or malicious actions of employees or contractors, computer viruses, hackers, phishing attempts, cyber-attacks, malware and ransomware attacks.
In connection with the ongoing conflict, the U.S. government, the European Commission and the authorities of certain other jurisdictions in which we operate have imposed sanctions on certain individuals and organizations in Russia, controls on exports to Russia covering a wide range of products and services, and restrictions on U.S., EU and other nationals carrying out certain activities in Russia or in support of Russian businesses.
In connection with the ongoing conflict between Russia and Ukraine, the U.S. government, the European Commission and the authorities of certain other jurisdictions in which we operate have imposed sanctions on certain individuals and organizations in Russia, controls on exports to Russia covering a wide range of products and services, and restrictions on U.S., EU and other nationals carrying out certain activities in Russia or in support of Russian businesses.
In addition, an inability to refinance all or a substantial amount of our debt obligations when they become due, or more generally a failure to raise additional equity capital or debt financing or to realize proceeds from asset sales when needed, would have a material adverse effect on our financial condition and results of operations.
In addition, an inability to refinance all or a substantial amount of our debt obligations when they become due, or more generally a failure to raise additional equity capital or debt financing or to realize proceeds from asset sales when needed, could have a material adverse effect on our financial condition and results of operations.
Unauthorized or accidental access to, or destruction, loss, alteration, disclosure, misuse or unavailability of, information systems could result in operational and supply chain disruptions, violations of data privacy laws and regulations, legal claims or proceedings, regulatory penalties, damage to our reputation or our competitive advantage, inability to meet contractual obligations, loss of opportunities to acquire or divest businesses or brands and loss of ability to commercialize products developed through research and -22- Table of Contents development efforts and, therefore, could have a negative impact on net operating revenues.
Unauthorized or accidental access to, or destruction, loss, alteration, disclosure, misuse or unavailability of, information systems could result in operational and supply chain disruptions, violations of data privacy laws and regulations, legal claims or proceedings, regulatory penalties, damage to our reputation or our competitive advantage, inability to meet contractual obligations, loss of opportunities to acquire or divest businesses or brands and loss of ability to commercialize products developed through research and development efforts and, therefore, could have a negative impact on net operating revenues.
ITEM 3. KEY INFORMATION B. CAPITALIZATION AND INDEBTEDNESS Not applicable. C. REASONS FOR THE OFFER AND USE OF PROCEEDS Not applicable. D. RISK FACTORS Investing in our shares involves risk. We expect to be exposed to some or all of the risks described below in our future operations.
ITEM 3. KEY INFORMATION A. [RESERVED] B. CAPITALIZATION AND INDEBTEDNESS Not applicable. C. REASONS FOR THE OFFER AND USE OF PROCEEDS Not applicable. D. RISK FACTORS Investing in our shares involves risk. We expect to be exposed to some or all of the risks described below in our future operations.
Although we are committed to conducting business in a legal and ethical manner in compliance with local and international laws and regulations applicable to our business, there is a risk that management, employees or other representatives of our subsidiaries, affiliates, associates, joint ventures or other business interests may take actions that violate applicable anti-corruption laws and regulations, including applicable laws relating to the 1997 OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the U.S.
Although we are committed to conducting business in a legal and -25- Table of Contents ethical manner in compliance with local and international laws and regulations applicable to our business, there is a risk that management, employees or other representatives of our subsidiaries, affiliates, associates, joint ventures or other business interests may take actions that violate applicable anti-corruption laws and regulations, including applicable laws relating to the 1997 OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the U.S.
See “Item 11. Quantitative and Qualitative Disclosures About Market Risk—Market Risk, Hedging and Financial Instruments,” note 27 to our audited consolidated financial statements as of 31 December 2022 and 2021, and for the three years ended 31 December 2022 for further details on our approach, currency and interest rate risk.
See “Item 11. Quantitative and Qualitative Disclosures About Market Risk—Market Risk, Hedging and Financial Instruments,” note 27 to our audited consolidated financial statements as of 31 December 2023 and 2022, and for the three years ended 31 December 2023 for further details on our approach, currency and interest rate risk.
In addition, in connection with our previous acquisitions, various regulatory authorities have previously imposed conditions with which we are required to comply.” -13- Table of Contents 4. Market Risks We are exposed to developing market risks, including the risks of devaluation, nationalization and inflation.
In addition, in connection with our previous acquisitions, various regulatory authorities have previously imposed conditions with which we are required to comply.” -20- Table of Contents 4. Market Risks We are exposed to developing market risks, including the risks of devaluation, nationalization and inflation.
Additionally, the U.S. federal government continues to signal that it may alter trade agreements and terms between China and the United States, including limiting trade with China, imposing additional tariffs on imports from China and potentially imposing other restrictions on exports from China to the United States.
Additionally, the U.S. federal government continues to signal that it may alter trade agreements and terms between China and the United States, including limiting investments in and trade with China, imposing additional tariffs on imports from China and potentially imposing other restrictions on exports from China to the United States.
Cuba remains subject to comprehensive economic and trade sanctions by the United States and Ambev’s operation in Cuba may adversely affect our reputation and the liquidity and value of our securities.” -18- Table of Contents In connection with the ongoing conflict between Russia and Ukraine, the U.S. government, the European Commission and the authorities of certain other jurisdictions in which we operate, have imposed sanctions and other restrictive measures against Russia.
Cuba remains subject to comprehensive economic and trade sanctions by the United States and Ambev’s operation in Cuba may adversely affect our reputation and the liquidity and value of our securities.” In connection with the ongoing conflict between Russia and Ukraine, the U.S. government, the European Commission and the authorities of certain other jurisdictions in which we operate, have imposed sanctions and other restrictive measures against Russia.
Security processes, protocols and standards that we have implemented and contractual provisions requiring security measures that we may have sought to impose on such third parties may not be sufficient or effective at mitigating these threats, which could result in unauthorized access or disruptions to, or misuse of, information systems or data that are important to our business, including proprietary, sensitive or confidential data.
Security processes, protocols and -30- Table of Contents standards that we have implemented and contractual provisions requiring security measures that we may have sought to impose on such third parties may not be sufficient or effective at mitigating these threats, which could result in unauthorized access or disruptions to, or misuse of, information systems or data that are important to our business, including proprietary, sensitive or confidential data.
Quantitative and Qualitative Disclosures About Market Risk—Market Risk, Hedging and Financial Instruments,” note 27 to our audited consolidated financial statements as of 31 December 2022 and 2021, and for the three years ended 31 December 2022, for further details on our approach to hedging commodity price and foreign currency risk. -6- Table of Contents We may not be able to obtain the necessary funding for our future capital or refinancing needs and may face financial risks due to our level of debt, uncertain market conditions and as a result of the potential downgrading of our credit ratings.
Quantitative and Qualitative Disclosures About Market Risk—Market Risk, Hedging and Financial Instruments,” note 27 to our audited consolidated financial statements as of 31 December 2023 and 2022, and for the three years ended 31 December 2023, for further details on our approach to hedging commodity price and foreign currency risk. -13- Table of Contents We may not be able to obtain the necessary funding for our future capital or refinancing needs and may face financial risks due to our level of debt, uncertain market conditions and as a result of the potential downgrading of our credit ratings.
For further detail regarding common regulations and restrictions on us, see “Item 4. Information on the Company—B. Business Overview—11. Regulations Affecting Our Business” and “Item 5. Operating and Financial Review—A. Key Factors Affecting Results of Operations—Governmental Regulations.” -16- Table of Contents We may be subject to adverse changes in taxation and other tax-related risks.
For further detail regarding common regulations and restrictions on us, see “Item 4. Information on the Company—B. Business Overview—11. Regulations Affecting Our Business” and “Item 5. Operating and Financial Review—A. Key Factors Affecting Results of Operations—Governmental Regulations.” We may be subject to adverse changes in taxation and other tax-related risks.
As of 31 December 2022, Altria Group, Inc. and BEVCO Lux S.à R.L held 185,115,417 and 96,862,718 Restricted Shares, respectively, representing 9.33% and 4.88% of our outstanding shares as of 31 December 2022 (excluding treasury shares).
As of 31 December 2023, Altria Group, Inc. and BEVCO Lux S.à R.L held 185,115,417 and 96,862,718 Restricted Shares, respectively, representing 9.33% and 4.88% of our outstanding shares as of 31 December 2023 (excluding treasury shares).
Disparate and evolving standards for identifying, measuring, and reporting ESG metrics, including ESG-related disclosures that may be required by the SEC, European and other regulators, could significantly increase compliance burdens and associated regulatory and reporting costs and complexity.
Disparate and evolving standards for identifying, measuring, and reporting sustainability metrics, including sustainability-related disclosures that may be required by the SEC, European and other regulators, could significantly increase compliance burdens and associated regulatory and reporting costs and complexity.
Brand and Intellectual Property Risks • We rely on the reputation of our brands and our marketing efforts may be restricted by regulations. • We may not be able to protect our intellectual property rights, and our ability to compete effectively may be harmed if our intellectual property rights are infringed by third parties. • An impairment of goodwill or other intangible assets would adversely affect our financial condition. 7.
Brand and Intellectual Property Risks • We rely on the image and reputation of our brands and our marketing efforts may be restricted by regulations. • We may not be able to protect our intellectual property rights, and our ability to compete effectively may be harmed if our intellectual property rights are infringed by third parties. • An impairment of goodwill or other intangible assets could adversely affect our financial condition. 7.
As a result, our business, financial condition and results of operations could be materially and adversely affected. -12- Table of Contents Additionally, certain of our directors and/or our senior management may also be managers or senior officers in certain of our subsidiaries.
As a result, our business, financial condition and results of operations could be materially and adversely affected. -19- Table of Contents Additionally, certain of our directors and/or our senior management may also be directors, managers or senior officers in certain of our subsidiaries.
In addition, our Brazilian subsidiary, Ambev, is subject to regulatory scrutiny from antitrust authorities in Brazil, Argentina, Bolivia, Uruguay, Panama, the Dominican Republic and other countries where it operates, and has been, and may in the future be, involved in proceedings -17- Table of Contents initiated by Brazilian antitrust authorities, clients, competitors and other third parties alleging violations of antitrust laws.
In addition, our Brazilian subsidiary, Ambev, is subject to regulatory scrutiny from antitrust authorities in Brazil, Argentina, Bolivia, Uruguay, Panama, the Dominican Republic and other countries where it operates, and has been, and may in the future be, involved in proceedings initiated by Brazilian antitrust authorities, clients, competitors and other third parties alleging violations of antitrust laws.
The ultimate impact of these disruptions depends on events beyond our knowledge or control, including the scope and duration of the conflict and actions taken by parties other than us to respond to them, and cannot be predicted. Fluctuations in foreign currency exchange rates may lead to volatility in our results of operations.
The ultimate impact of these disruptions depends on events beyond our knowledge or control, including the scope and duration of the conflict and actions taken by parties other than us to respond to them, and cannot be predicted. -12- Table of Contents Fluctuations in foreign currency exchange rates may lead to volatility in our results of operations.
We may not be able to increase our prices to offset these increased costs or increase our prices without suffering reduced volume, revenue and operating income. -9- Table of Contents To some extent, derivative financial instruments and the terms of supply agreements can protect against increases in materials and commodities costs and currency fluctuations in the short term.
We may not be able to increase our prices to offset these increased costs or increase our prices without suffering reduced volume, revenue and operating income. To some extent, derivative financial instruments and the terms of supply agreements can protect against increases in materials and commodities costs and currency fluctuations in the short term.
As we currently hedge the exposure for an equivalent of 100.5 million of our shares, a significant change in our share price will have a significant impact on our profit or loss account. -25- Table of Contents Our largest shareholder may use its significant interest to take actions not supported by our other shareholders.
As we currently hedge the exposure for an equivalent of 100.5 million of our shares, a significant change in our share price will have a significant impact on our profit or loss account. Our largest shareholder may use its significant interest to take actions not supported by our other shareholders.
Although we generally have multiple suppliers of raw materials and packaging materials, the termination of or any material change to arrangements with certain key suppliers, disagreements with suppliers as to payment or other terms, or the failure of a key supplier to meet its contractual obligations to us or otherwise deliver materials consistent with current usage, including as a result of sourcing constraints, disruptions in its supply chain or other difficulties, would or may require us to make purchases from alternative suppliers, in each case at potentially higher prices or lower quality than those agreed with that supplier.
Although we generally have multiple suppliers of raw materials and packaging materials, the termination of or any material change to arrangements with certain key suppliers, disagreements with suppliers as to payment or other terms, or the failure of a key supplier to meet its contractual obligations to us or otherwise deliver materials consistent with current usage, including as a result of sourcing constraints, disruptions in its supply chain or other difficulties, would or may require us to make purchases -18- Table of Contents from alternative suppliers, in each case at potentially higher prices or lower quality than those agreed with the original supplier.
In order to develop, support and market our products, we must hire and retain skilled employees with particular expertise. The implementation of our strategic business plans could be undermined by a failure to recruit or retain key personnel or the unexpected loss of senior employees, including in acquired companies.
We may not be able to recruit or retain key personnel. In order to develop, support and market our products, we must hire and retain skilled employees with particular expertise. The implementation of our strategic business plans could be undermined by a failure to recruit or retain key personnel or the unexpected loss of senior employees, including in acquired companies.
Changes in tax treaties, the introduction of new legislation or updates to existing legislation in countries in which we operate, or changes to regulatory interpretations of existing legislation as a result of the OECD tax reform initiatives, the IRA or similar proposals could impose additional taxes on businesses and increase the complexity, burden and cost of tax compliance in countries where we operate.
Changes in tax treaties, the introduction of new legislation or updates to existing legislation in countries in which we operate, or changes to regulatory interpretations of existing legislation as a result of the OECD tax reform initiatives, the IRA or otherwise could impose additional taxes on businesses and increase the complexity, burden and cost of tax compliance in countries where we operate.
Such measures, if adopted, could lead to increased regulatory pressures, production costs or capacity constraints. In addition, governmental authorities in various countries have proposed, and are likely to continue to propose, legislative and regulatory initiatives to reduce or mitigate the impacts of climate change on the environment.
Such measures, if adopted, could lead to -28- Table of Contents increased regulatory pressures, production costs or capacity constraints. In addition, governmental authorities in various countries have proposed, and are likely to continue to propose, legislative and regulatory initiatives to reduce or mitigate the impacts of climate change on the environment.
We take various actions with the aim of minimizing the likelihood and impact of cybersecurity attacks and other disruptions to our information systems, such as investing in modern cyber defense solutions, proceeding with internal and external assessments, building and implementing business continuity plans and reviewing risk management processes.
We take various actions with the aim of minimizing the likelihood and impact of cybersecurity attacks and other disruptions to our information systems, such as investing in cyber defense solutions, conducting internal and external assessments, building and implementing business continuity plans and reviewing risk management processes.
In addition, it is possible that the hedging and derivative instruments we use to establish the purchase price for commodities in advance of the time of delivery may lock us into prices that are ultimately higher than actual market prices at the time of delivery. See “Item 11.
In addition, it is possible that the hedging and derivative -16- Table of Contents instruments we use to establish the purchase price for commodities in advance of the time of delivery may lock us into prices that are ultimately higher than actual market prices at the time of delivery. See “Item 11.
Our continued increased level of debt could have significant consequences, including: • increasing our vulnerability to general adverse economic and industry conditions; • limiting our ability to fund future working capital and capital expenditures, to engage in future acquisitions or development activities or to otherwise realize the value of our assets and opportunities fully; • limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • impairing our ability to obtain additional financing in the future, or requiring us to obtain financing involving restrictive covenants; • requiring us to issue additional equity (possibly under unfavorable conditions), which could dilute our existing shareholders’ equity; and • placing us at a competitive disadvantage compared to our competitors that have less debt.
Our continued increased level of debt could have significant consequences, including: • increasing our vulnerability to general adverse economic and industry conditions; • limiting our ability to fund future working capital and capital expenditures, to engage in future acquisitions or development activities or to otherwise realize the value of our assets and opportunities fully; • limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • impairing our ability to obtain additional financing in the future, or requiring us to obtain financing involving restrictive covenants; • requiring us to issue additional equity (possibly under unfavorable conditions), which could dilute our existing shareholders’ equity; • limiting our ability to pay dividends or pursue other capital distributions to shareholders; and • placing us at a competitive disadvantage compared to our competitors that have less debt.
Any additional restrictions in such countries, or the introduction of similar restrictions in other countries, may constrain our marketing activities and thus reduce the value of our brands and related revenues. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.
Any additional restrictions in such countries, or the introduction of similar restrictions in other countries, may constrain our marketing activities and thus reduce the value of our brands and related revenues. -27- Table of Contents Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.
Should an uninsured loss or a loss in excess of insured limits occur, this could adversely impact our business, results of operations and financial condition. Risks Related to Our Ordinary Shares and American Depositary Shares The market price of our Ordinary Shares and ADSs may be volatile.
Should an uninsured loss or a loss in excess of insured limits occur, this could adversely impact our business, results of operations and financial condition. -32- Table of Contents Risks Related to Our Ordinary Shares and American Depositary Shares The market price of our Ordinary Shares and ADSs may be volatile.
A U.S. judgment will, however, not be recognized or declared enforceable in Belgium if it infringes upon one or more of the grounds for refusal which are exhaustively listed in Article 25 of the Belgian Code of Private International Law.
A U.S. judgment will, however, not be recognized or declared enforceable in -37- Table of Contents Belgium if it infringes upon one or more of the grounds for refusal which are exhaustively listed in Article 25 of the Belgian Code of Private International Law.
Moreover, companies in the alcohol beverage industry and soft drink industry – including our operations – are, from time to time, exposed to collective suits (class actions) or other litigation relating to alcohol advertising, alcohol abuse problems or health consequences from the excessive consumption of beer, other alcohol beverages and soft drinks.
Moreover, companies in the alcohol beverage industry and soft drink industry – including us – are, from time to time, exposed to collective suits (class actions) or other litigation relating to alcohol advertising, alcohol abuse problems or health consequences from the excessive consumption of beer, other alcohol beverages and soft drinks.
Our Ordinary Shares currently trade on Euronext Brussels in Euro and we have secondary listings of our shares on the Johannesburg Stock Exchange in South African rand and on the Mexican Stock Exchange ( Bolsa Mexicana de Valores ) in Mexican peso. Our ADSs trade on the New York Stock Exchange (“ NYSE ”) in U.S. dollars.
Our Ordinary Shares currently trade on Euronext Brussels in Euro and we have secondary listings of our shares on the Johannesburg Stock Exchange in South African rand and on the Mexican Stock Exchange ( Bolsa Mexicana de Valores ) in Mexican peso. Our ADSs trade on the NYSE in U.S. dollars.
Negative publicity regarding perceived health risks, failure to provide safe working environments and associated government regulation may harm our business. In recent years, there has been public and political attention directed at the soft drinks and alcohol beverage industries. This attention is the result of an increasing emphasis on health and well-being.
Negative publicity regarding perceived health risks, failure to provide safe working environments and associated government regulation may harm our business. In recent years, there has been public and political attention directed at the soft drinks and alcohol beverage industries as a result of an increasing emphasis on health and well-being.
For example, we have data processing activities that are subject to the General Data Protection Regulation adopted in the EU, the California Consumer Privacy Act, the Personal Information Protection Law of the People’s Republic of China and the General Personal Data Protection Law adopted in Brazil, among others.
For example, we have data processing activities that are subject to the General Data Protection Regulation adopted in the EU, the California Consumer Privacy Act, the Personal Information Protection Law of the People’s Republic of China and the General Personal -31- Table of Contents Data Protection Law adopted in Brazil, among others.
Likewise, disruptions or constraints in the availability of transportation services may affect the price or availability of raw materials or commodities required for our products, and may adversely affect our operations. We experienced higher commodity and logistics costs during 2022, which may continue.
Likewise, disruptions or constraints in the availability of shipping or transportation services may affect the price or availability of raw materials or commodities required for our products, and may adversely affect our operations. We experienced higher commodity and logistics costs in 2022 and 2023, which may continue.
We compete with both brewers and other drinks companies and our products compete with other beverages. Globally, brewers, as well as other players in the beverage industry, compete mainly on the basis of brand image, price, quality, distribution networks and customer service.
We compete with both brewers and other drinks companies and our products compete with other beverages. Globally, brewers, as well as other players in the beverage industry, compete mainly on the basis of the image and reputation of our brands, price, quality, distribution networks and customer service.
If the economic or political situation in Argentina further deteriorates, our Latin America South operations may be subject to restrictions under new Argentinean foreign exchange, export repatriation or expropriation regimes that could adversely affect our ability to access funds from Argentina, our financial condition and operating results.
If the economic or political situation in Argentina further deteriorates, our South America operations may be impacted by restrictions under new Argentinean foreign exchange, export repatriation or expropriation regimes that could adversely affect our ability to access funds from Argentina, our financial condition and operating results.
In addition, social attitudes, customer preferences and investor sentiment are increasingly influenced by environmental, social and corporate governance (“ ESG ”) considerations, and as a result we may face pressure from our shareholders, regulators, suppliers, customers or consumers to further address ESG-related concerns which may require us to incur increased costs and expose us to regulatory inquiry or legal action.
In addition, social attitudes, customer preferences and investor sentiment are increasingly influenced by environmental, social and corporate governance (“ ESG ”) considerations, and as a result we may face pressure from our shareholders, regulators, suppliers, customers or consumers to further address ESG-related concerns which may require us to incur increased costs and expose us to regulatory inquiry or legal action, including actions related to any ESG claim or disclosure.
As of 31 December 2022, our largest shareholder, Stichting Anheuser-Busch InBev (the “ Stichting ”), owned 33.42% of our voting rights (and the Stichting and certain other entities acting in concert with it (within the meaning of the Belgian Law of 1 April 2007 on public takeover bids and/or the Belgian Law of 2 May 2007 on the disclosure of significant shareholdings in issuers whose securities are admitted to trading on a regulated market and containing various provisions, implementing into Belgian law Directive 2004/109/CE (the “ Belgian Law of 2 May 2007 on the notification of significant shareholdings ”)) held, in aggregate, 42.44% of our voting rights), based on the number of shares outstanding on 31 December 2022, excluding the 35,455,836 treasury shares held by us and certain of our subsidiaries (see “Item 7.
As of 31 December 2023, our largest shareholder, Stichting Anheuser-Busch InBev (the “ Stichting ”), owned 33.42% of our voting rights (and the Stichting and certain other entities acting in concert with it (within the meaning of the Belgian Law of 1 April 2007 on public takeover bids and/or the Belgian Law of 2 May 2007 on the disclosure of significant shareholdings in issuers whose securities are admitted to trading on a regulated market and containing various provisions, implementing into Belgian law Directive 2004/109/CE (the “ Belgian Law of 2 May 2007 on the notification of significant shareholdings ”)) held, in aggregate, 42.24% of our voting rights), based on the number of shares outstanding on 31 December 2023, excluding the 35,414,191 treasury shares held by us and certain of our subsidiaries (see “Item 7.
The United States and Belgium do not currently have a multilateral or -29- Table of Contents bilateral treaty providing for reciprocal recognition and enforcement of judgments, other than arbitral awards, in civil and commercial matters.
The United States and Belgium do not currently have a multilateral or bilateral treaty providing for reciprocal recognition and enforcement of judgments, other than arbitral awards, in civil and commercial matters.
See also “—We are exposed to risks associated with global, regional and local economic weakness and uncertainty (including those resulting from an economic downturn, recession, inflationary pressures and/or geopolitical instability), which could adversely affect our business and operations, the demand for our products and the market price of our Ordinary Shares and ADSs”, “—Changes in the availability or price of raw materials, commodities, energy and water, including as a result of geopolitical instability, inflationary pressures, currency fluctuations, -5- Table of Contents constraints on sourcing and unexpected increases in tariffs on such raw materials and commodities could have an adverse effect on our results of operations”, and “—If we do not successfully comply with applicable anti-corruption laws, export control regulations and trade restrictions, we could become subject to fines, penalties or other regulatory sanctions, as well as to adverse press coverage, which could cause our reputation, our sales or our profitability to suffer” for details regarding the impact the ongoing conflict between Russia and Ukraine has had, and may continue to have, on our business and operations.
See also “—We are exposed to risks associated with global, regional and local economic weakness and uncertainty (including those resulting from an economic downturn, recession, inflationary pressures and/or geopolitical instability), which could adversely affect our business and operations, the demand for our products and the market price of our Ordinary Shares and ADSs”, “—Changes in the availability or price of raw materials, commodities, energy and water, including as a result of geopolitical instability, inflationary pressures, currency fluctuations, constraints on sourcing and unexpected increases in tariffs on such raw materials and commodities could have an adverse effect on our results of operations”, and “—If we do not successfully comply with applicable anti-corruption laws, export control regulations and trade restrictions, we could become subject to fines, penalties or other regulatory sanctions, as well as to adverse press coverage, which could cause our reputation, our sales or our profitability to suffer” for details regarding the impact military conflicts have had, and may continue to have, on our business and operations.
Financial Risks • We are exposed to risks associated with global, regional and local economic weakness and uncertainty (including those resulting from an economic downturn, recession, inflationary pressures and/or geopolitical instability), which could adversely affect our business and operations, the demand for our products and the market price of our Ordinary Shares and ADSs. • Our business, financial performance and results of operations have been, and may continue to be, adversely affected by the continuation and consequences of the ongoing conflict between Russia and Ukraine. • Fluctuations in foreign currency exchange rates may lead to volatility in our results of operations. • We may not be able to obtain the necessary funding for our future needs and may face financial risks due to our level of debt, uncertain market conditions and potential downgrading of our credit ratings. • Our results could be negatively affected by increasing interest rates. • The ability of our subsidiaries to distribute cash upstream may be subject to various limitations. 2.
Financial Risks • We are exposed to risks associated with global, regional and local economic weakness and uncertainty (including those resulting from an economic downturn, recession, inflationary pressures and/or geopolitical instability), which could adversely affect our business and operations, the demand for our products and the market price of our Ordinary Shares and ADSs. • Our business, financial performance and results of operations have been, and may continue to be, adversely affected by military conflicts and their related consequences. • Fluctuations in foreign currency exchange rates may lead to volatility in our results of operations. • We may not be able to obtain the necessary funding for our future needs and may face financial risks due to our level of debt, uncertain market conditions and potential downgrading of our credit ratings. • Our results could be negatively affected by increasing interest rates. • The ability of our subsidiaries to distribute cash upstream may be subject to various limitations. 2.
Risks relating to our business activities and industry • Changes in the availability or price of raw materials, commodities, energy and water, including as a result of geopolitical instability, inflationary pressures, currency fluctuations, constraints on sourcing and unexpected increases in tariffs on such raw materials and commodities could have an adverse effect on our results of operations. • Certain of our operations depend on independent distributors or wholesalers to sell our products, and we may be unable to replace distributors or acquire interests in wholesalers or distributors.
Risks relating to our business activities and industry • Changes in the availability or price of raw materials, commodities, energy and water, including as a result of geopolitical instability, inflationary pressures, currency fluctuations, constraints on sourcing and unexpected increases in tariffs on such raw materials and commodities could have an adverse effect on our results of operations. • Damage to our reputation or the image and reputation of our brands can adversely affect our business. • Certain of our operations depend on independent distributors or wholesalers to sell our products, and we may be unable to replace distributors or acquire interests in wholesalers or distributors.
In addition, the broader geopolitical and economic consequences of the ongoing conflict could have the effect of heightening other risks described in this Form 20-F, including, but not limited to, adverse effects on economic and political conditions in our key markets, further disruptions to global supply chains and increases in commodity and energy prices with follow-on global inflationary impacts, additional sanctions and restrictive measures, increased risk of cyber incidents or other disruptions to our information systems, which could materially adversely affect our business and operations.
The broader geopolitical and economic consequences of the ongoing conflict between Russian and Ukraine and in the Middle East, including the conflict in the Red Sea, could have the effect of heightening other risks described in this Form 20-F, including, but not limited to, adverse effects on economic and political conditions in our key markets, further disruptions to global supply chains and increases in commodity and energy prices with follow-on global inflationary impacts, additional sanctions and restrictive measures, increased risk of cyber incidents or other disruptions to our information systems, which could materially adversely affect our business and operations.
The negative impact of unfavorable currency translation effects, including hyperinflation accounting impact, on our consolidated revenue in the year ended 31 December 2022 was USD 2.1 billion, primarily as a result of the impact of the currencies listed above.
The negative impact of unfavorable currency translation effects, including hyperinflation accounting impact, on our consolidated revenue in the year ended 31 December 2023 was USD 2.7 billion, primarily as a result of the impact of the currencies listed above.
In addition, divestitures and other commitments made in order to obtain regulatory approvals, or our failure to comply with such commitments, may have an adverse effect on our business, results of operations, financial condition and prospects.
In addition, divestitures and other commitments made in order to obtain regulatory approvals for past or future acquisitions, or our failure to comply with such commitments, may have an adverse effect on our business, results of operations, financial condition and prospects.
Even though we are forfeiting all financial benefits from the operations of our joint venture with Anadolu Efes, AB InBev Efes, in which we own a 50% non-controlling stake and which we do not consolidate, the foregoing developments have had, and may continue to have, an adverse impact on our business, financial performance and results of operations, and could result in damage to our reputation.
Even though we are divesting our interest in the joint venture with Anadolu Efes, AB InBev Efes, in which we own a 50% non-controlling stake and which we do not consolidate, the foregoing developments have had, and may continue to have, an adverse impact on our business, financial performance and results of operations, and could result in damage to our reputation.
In addition, we may be adversely impacted by the consolidation of retailers. • We rely on key third parties, including key suppliers, and the termination or modification of the arrangements with such third parties or their failure to meet their obligations to us could negatively affect our business. • Damage to our reputation or brand image can adversely affect our business. 3.
In addition, we may be adversely impacted by the consolidation of retailers. • We rely on key third parties, including key suppliers, and the termination or modification of the arrangements with such third parties or their failure to meet their obligations to us could negatively affect our business. 3.
E-commerce, including direct sales to customers and consumers, has become increasingly integrated in our operations and contributes significantly to our sales and revenues. For more information regarding our digital commerce activities, please see “Item 4. Information on the Company—B. Business Overview—2. Principal Activities and Products—Growth Business”.
E-commerce, including direct sales to customers and consumers, has become increasingly integrated in our operations and contributes significantly to our sales and revenues. For more information regarding our digital commerce activities, please see “Item 4. Information on the Company—B. Business Overview—2. Principal Activities and Products— Digital Transformation and New Businesses”.
Any such transaction could occur at any time or from time to time, with or without notice; • the entry of new competitors or new products in the markets in which we operate; • volatility in the market as a whole or investor perception of the beverage industry or of our competitors; • investor perception of the impact of the combination with SAB on us and our shareholders; and • the occurrence of any of the matters discussed in the risk factors mentioned in this section.
Any such transaction could occur at any time or from time to time, with or without notice; • the entry of new competitors or new products in the markets in which we operate; • volatility in the market as a whole or investor perception of the beverage industry or of our competitors; and • the occurrence of any of the matters discussed in the risk factors mentioned in this section.
Energy prices have been subject to significant price volatility in the recent past, including as a result of the ongoing conflict between Russia and Ukraine, and may be again in the future.
Energy prices have been subject to significant price volatility in the recent past and may be again in the future, including as a result of the ongoing conflict between Russia and Ukraine and in the Middle East, including the conflict in the Red Sea.
Consolidated Financial Statements and Other Financial Information—Legal and Arbitration Proceedings—Ambev and its Subsidiaries—Cerbuco Brewing Arbitration”. Cervecería Bucanero S.A.’s main brands are Bucanero and Cristal. In 2022, Cervecería Bucanero S.A. sold 0.7 million hectoliters of beer, representing about 0.1% of our global volume of 595 million hectoliters for the year.
Consolidated Financial Statements and Other Financial Information—Legal and Arbitration Proceedings—Ambev and its Subsidiaries—Cerbuco Brewing Arbitration”. Cervecería Bucanero S.A.’s main brands are Bucanero and Cristal. In 2023, Cervecería Bucanero S.A. sold 1 million hectoliters of beer, representing about 0.2% of our global volume of 585 million hectoliters for the year.
As of the date of this Form 20-F, our credit rating from Standard & Poor’s (“ S&P ”) Global Ratings was BBB+ for long-term obligations and A-2 for short-term obligations, with a positive outlook, and our credit rating from Moody’s Investors Service was Baa1 for long-term obligations and P-2 for short-term obligations, with a positive outlook.
As of the date of this Form 20-F, our credit rating from Standard & Poor’s (“ S&P ”) Global Ratings was A- for long-term obligations and A-2 for short-term obligations, with a stable outlook, and our credit rating from Moody’s Investors Service was A3 for long-term obligations and P-2 for short-term obligations, with a stable outlook.
We have received notice of claims purporting to be made under the Helms-Burton Act. -19- Table of Contents 6. Brand and Intellectual Property Risks We rely on the reputation of our brands and our marketing efforts may be restricted by regulations.
We have received notice of potential claims purporting to be made under the Helms-Burton Act. 6. Brand and Intellectual Property Risks We rely on the image and reputation of our brands and our marketing efforts may be restricted by regulations.
In recent years, our business, financial condition, cash flows and operating results have been negatively impacted by the COVID-19 pandemic.
In recent years, our business, financial condition, cash flows and operating results were negatively impacted by the COVID-19 pandemic.
During 2022, several currencies, such as the Argentinean peso, the Chinese yuan, the Colombian peso, the Euro and the South African rand depreciated against the U.S. dollar, while other currencies, such as the Brazilian real and the Mexican peso, appreciated against the U.S. dollar.
During 2023, several currencies, such as the Argentinean peso, the Chinese yuan and the South African rand, depreciated against the U.S. dollar, while other currencies, such as the Brazilian real and the Mexican peso, appreciated against the U.S. dollar.
Moreover, a significant part of our external debt is denominated in non-U.S. dollar currencies, including the Canadian dollar, the Euro, the pound sterling and the South Korean won.
Moreover, a significant part of our external debt is denominated in non-U.S. dollar currencies, including the Canadian dollar, the Euro, the Chinese yuan and the South Korean won.
Improper disclosure of personal data and any other violations of personal data protection laws could harm our reputation, subject us to government enforcement actions (including fines and data processing restrictions) or result in private litigation against us, which could negatively affect our business and operating results. 8.
Improper disclosure of personal data and any other violations of personal data protection laws could harm our reputation, cause business and operational disruptions, increase our exposure to cybersecurity risks, subject us to government enforcement actions (including fines and data processing restrictions) or result in private litigation against us, which could negatively affect our business and operating results. 8.
Our reputation may also be negatively impacted by the activities of our suppliers or associates, actual or perceived failures to provide safe working environments or by potential defects or contamination in our products; for more information see “—We rely on key third parties, including key suppliers, and the termination or modification of the arrangements with such third parties could negatively affect our business, “—We may be unable to influence our associates in which we have minority investments”, “—Negative publicity regarding perceived health risks, failure to provide safe working environments and associated government regulation may harm our business” and “—If any of our products is defective or found to contain contaminants, we may be subject to product recalls or other associated liabilities”. 3.
For example, in 2023, sales of Bud Light declined in the U.S. as a result of negative publicity. -17- Table of Contents Our reputation may also be negatively impacted by the activities of our suppliers or associates, actual or perceived failures to provide safe working environments or by potential defects or contamination in our products; for more information see “—We rely on key third parties, including key suppliers, and the termination or modification of the arrangements with such third parties could negatively affect our business, “—We may be unable to influence our associates in which we have minority investments”, “—Negative publicity regarding perceived health risks, failure to provide safe working environments and associated government regulation may harm our business” and “—If any of our products is defective or found to contain contaminants, we may be subject to product recalls or other associated liabilities”.
A substantial proportion of our operations are carried out in developing markets, representing approximately 60.1% of our 2022 revenue, which include Argentina, Bolivia, Botswana, Brazil, Chile, China, Colombia, Dominican Republic, Ecuador, El Salvador, Guatemala, Honduras, India, Mexico, Mozambique, Nigeria, Panama, Paraguay, Peru, South Africa, Tanzania, Uganda, Uruguay, Vietnam and Zambia.
A substantial proportion of our operations are carried out in developing markets, representing approximately 63.6% of our 2023 revenue, which include Argentina, Bolivia, Botswana, Brazil, Chile, China, Colombia, Dominican Republic, Ecuador, El Salvador, Ghana, Guatemala, Honduras, India, Lesotho, Mexico, Mozambique, Namibia, Nigeria, Panama, Paraguay, Peru, South Africa, Tanzania, Uganda, Uruguay, Vietnam and Zambia.
Since the combination with SAB we have undertaken further debt issuance and debt liability management exercises; see “Item 5. Operating and Financial Review—H. Liquidity and Capital Resources—Funding Sources—Borrowings” for more information on our financing activities.
To fund the combination with SAB, we incurred a significant amount of debt. Since the combination with SAB we have undertaken further debt issuance and debt liability management exercises; see “Item 5. Operating and Financial Review—H. Liquidity and Capital Resources—Funding Sources—Borrowings” for more information on our financing activities.
Although we report our consolidated results in U.S. dollars, in 2022, we derived 71.2% of our revenue from operating companies that have non-U.S. dollar functional currencies (in most cases, in the local currency of the respective operating company).
Although we report our consolidated results in U.S. dollars, in 2023, we derived 74.3% of our revenue from operating companies that have non-U.S. dollar functional currencies (in most cases, in the local currency of the respective operating company).
Our business, financial performance and results of operations have been, and may continue to be, adversely affected by the continuation and consequences of the ongoing conflict between Russia and Ukraine.
Our business, financial performance and results of operations have been, and may continue to be, adversely affected by military conflicts and their related consequences. Our business, financial performance and results of operations have been adversely affected by the ongoing conflict between Russia and Ukraine.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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These include brands with significant international distribution, such as Budweiser, Corona (except in the United States), Stella Artois, Beck’s, Leffe, Hoegaarden and Michelob Ultra; and brands primarily distributed to local markets such as Bud Light in the United States, Modelo Especial, Victoria and Pacifico in Mexico; Skol, Brahma and Antarctica in Brazil; Aguila and Poker in Colombia; Cristal and Pilsen Callao in Peru; Quilmes in Argentina; Jupiler in Belgium and the Netherlands; Franziskaner in Germany; Carling Black Label, Castle Lager, Castle Lite and Hansa Pilsener in South Africa; Hero and Trophy in Nigeria; Safari and Kilimanjaro in Tanzania; Harbin and Sedrin in China; and Cass in South Korea.
These include brands with significant international distribution, such as Budweiser, Corona (except in the United States), Stella Artois, Michelob ULTRA, Beck’s, Leffe and Hoegaarden; and brands primarily distributed to local markets such as Bud Light in the United States, Modelo Especial, Victoria and Pacifico in Mexico; Skol, Brahma and Antarctica in Brazil; Aguila and Poker in Colombia; Cristal and Pilsen Callao in Peru; Quilmes in Argentina; Jupiler in Belgium and the Netherlands; Franziskaner in Germany; Carling Black Label, Castle Lager, Castle Lite and Hansa Pilsener in South Africa; Hero and Trophy in Nigeria; Safari and Kilimanjaro in Tanzania; Harbin and Sedrin in China; and Cass in South Korea.
Risk Factors—Risks Relating to Our Business—Certain of our operations depend on independent distributors or wholesalers to sell our products, and we may be unable to replace distributors or acquire interests in wholesalers or distributors. In addition, we may be adversely impacted by the consolidation of retailers,” “Item 3. Key Information—D.
Key Information—D. Risk Factors—Risks Relating to Our Business—Certain of our operations depend on independent distributors or wholesalers to sell our products, and we may be unable to replace distributors or acquire interests in wholesalers or distributors. In addition, we may be adversely impacted by the consolidation of retailers,” “Item 3. Key Information—D.
The amount of dividends payable to us by our operating subsidiaries is, in certain countries, subject to exchange control restrictions of the respective jurisdictions where those subsidiaries are organized and operate. See also “Item 5. Operating and Financial Review—H. Liquidity and Capital Resources—Transfers from Subsidiaries” and “Item 3. Key Information—D.
The number and amount of dividends payable to us by our operating subsidiaries is, in certain countries, subject to exchange control restrictions of the respective jurisdictions where those subsidiaries are organized and operate. See also “Item 5. Operating and Financial Review—H. Liquidity and Capital Resources—Transfers from Subsidiaries” and “Item 3. Key Information—D.
In December 2016, we also completed the sale of our brewery plant located in Obregón, Sonora, México to Constellation Brands, Inc. for a sale price of approximately USD 600 million. • In October 2016, we completed our combination with SAB, valued at a gross purchase consideration of USD 114 billion.
In December 2016, we also completed the sale of our brewery located in Obregón, Sonora, México to Constellation Brands, Inc. for a sale price of approximately USD 600 million. • In October 2016, we completed our combination with SAB, valued at a gross purchase consideration of USD 114 billion.
Integrity, hard work, quality and responsibility are essential to our growth. • Diversity and Inclusion : Our diversity and inclusion strategy focuses on creating a Future with More Cheers through our people, workplace, marketplace, value chain and communities. A diverse company is critical to connecting with consumers and driving business performance and innovation.
Integrity, hard work, quality and responsibility are essential to our growth. • Diversity : Our diversity strategy focuses on creating a Future with More Cheers through our people, workplace, marketplace, value chain and communities. A diverse company is critical to connecting with consumers and driving business performance and innovation.
Risk Factors—Financial Risks—Our business, financial performance and results of operations have been, and may continue to be, adversely affected by the continuation and consequences of the ongoing conflict between Russia and Ukraine”, and note 16 to our audited consolidated financial statements as of 31 December 2022 and 2021, and for the three years ended 31 December 2022 included in this Form 20-F for further details regarding our investment in AB InBev Efes. -55- Table of Contents • In connection with the listing of a minority stake of Budweiser APAC on the Hong Kong Stock Exchange, we have entered into a number of framework agreements granting Budweiser APAC (i) exclusive licenses to import for sale, manufacture, sell and distribute and (ii) non-exclusive licenses to advertise and promote our brands in APAC territories. • Molson Coors Brewing Company has rights to brew and/or distribute, under license, Beck’s, Löwenbräu, Spaten and Stella Artois, in Albania, Bosnia and Herzegovina, Bulgaria, Croatia, the Czech Republic, Hungary, Kosovo, Macedonia, Moldova, Montenegro, Romania, Serbia, Slovakia and Slovenia. • The Budweiser, Corona Extra, Corona Ligera, Coronita Extra, Pacifico, Modelo Negra, Lowenbrau Original, Lowenbrau Oktoberfest, Hoegaarden, Spaten, Spaten Oktoberfest, Franziskaner Hefe-Weissbier Dunkel, Franziskaner Hefe-Weissbier, Leffe Blonde, Leffe Brune, Leffe Radieuse, Belle Vue Extra, Birra del Borgo and Goose Island brands are perpetually licensed to Carlton & United Breweries, a subsidiary of Asahi, in Australia. • The Stella Artois, Beck’s and Beck’s Vier brands are perpetually licensed to a subsidiary of Heineken in Australia. • In Europe, certain third parties have the right to brew and/or distribute some of our brands such as Mahou San Miguel in Spain (excluding the Canary Islands) and C&C in Scotland, Northern Ireland and Ireland.
Risk Factors—Financial Risks—Our business, financial performance and results of operations have been, and may continue to be, adversely affected by the continuation and consequences of the ongoing conflict between Russia and Ukraine”, and note 16 to our audited consolidated financial statements as of 31 December 2023 and 2022, and for the three years ended 31 December 2023 included in this Form 20-F for further details regarding our investment in AB InBev Efes. -63- Table of Contents • In connection with the listing of a minority stake of Budweiser APAC on the Hong Kong Stock Exchange, we have entered into a number of framework agreements granting Budweiser APAC (i) exclusive licenses to brew, import for sale, sell and distribute and (ii) non-exclusive licenses to advertise and promote our brands in APAC territories. • Molson Coors Brewing Company has rights to brew and/or distribute, under license, Beck’s, Löwenbräu, Spaten and Stella Artois, in Albania, Bosnia and Herzegovina, Bulgaria, Croatia, the Czech Republic, Hungary, Kosovo, Macedonia, Moldova, Montenegro, Romania, Serbia, Slovakia and Slovenia. • The Budweiser, Corona Extra, Corona Ligera, Coronita Extra, Pacifico, Modelo Negra, Lowenbrau Original, Lowenbrau Oktoberfest, Hoegaarden, Spaten, Spaten Oktoberfest, Franziskaner Hefe-Weissbier Dunkel, Franziskaner Hefe-Weissbier, Leffe Blonde, Leffe Brune, Leffe Radieuse, Belle Vue Extra, Birra del Borgo and Goose Island brands are perpetually licensed to Carlton & United Breweries, a subsidiary of Asahi, in Australia. • The Stella Artois, Beck’s and Beck’s Vier brands are perpetually licensed to a subsidiary of Heineken in Australia. • In Europe, certain third parties have the right to brew and/or distribute some of our brands such as Mahou San Miguel in Spain (excluding the Canary Islands) and C&C in Scotland, Northern Ireland and Ireland.
We are a publicly traded company, with our primary listing on Euronext Brussels under the symbol “ABI.” We also have secondary listings on the Johannesburg Stock Exchange under the symbol “ANH” and the Mexican Stock Exchange under the symbol “ANB.” ADSs representing rights to receive our Ordinary Shares are listed and trade on the NYSE under the symbol “BUD.” -30- Table of Contents History and Development of the Company Our dedication to quality goes back to a brewing tradition of more than 600 years and the Den Hoorn brewery in Leuven, Belgium.
We are a publicly traded company, with our primary listing on Euronext Brussels under the symbol “ABI.” We also have secondary listings on the Johannesburg Stock Exchange under the symbol “ANH” and the Mexican Stock Exchange under the symbol “ANB.” ADSs representing rights to receive our Ordinary Shares are listed and trade on the NYSE under the symbol “BUD.” -38- Table of Contents History and Development of the Company Our dedication to quality goes back to a brewing tradition of more than 600 years and the Den Hoorn brewery in Leuven, Belgium.
As of 31 December 2022, we had a 61.8% voting and economic interest in Ambev. • In July 2008, InBev combined with Anheuser-Busch Companies by way of an offer for USD 54.8 billion, as a result of which we changed our name to Anheuser-Busch InBev SA/NV. • In 2013, we announced the completion of our combination with Grupo Modelo in a transaction valued at USD 20.1 billion, following which we owned approximately 95% of Grupo Modelo’s outstanding shares.
As of 31 December 2023, we had a 61.8% voting and economic interest in Ambev. • In July 2008, InBev combined with Anheuser-Busch Companies by way of an offer for USD 54.8 billion, as a result of which we changed our name to Anheuser-Busch InBev SA/NV. • In 2013, we announced the completion of our combination with Grupo Modelo in a transaction valued at USD 20.1 billion, following which we owned approximately 95% of Grupo Modelo’s outstanding shares.
Contractual Obligations and Contingencies—Contractual Obligations.” We also sell various brands, including Budweiser, by exporting from our license partners’ breweries to other countries. • The Corona beer brand is perpetually licensed to a subsidiary of Constellation Brands, Inc. for production in Mexico and marketing and sales in 50 states of the United States, the District of Columbia and Guam. • Aguila, Castle Lager, Cusqueña, Cristal, Redd’s and certain other brands are perpetually licensed to Molson Coors Brewing Company in the 50 states of the United States, the District of Columbia and Puerto Rico.
Contractual Obligations and Contingencies—Contractual Obligations.” We also sell various brands, including Budweiser, by exporting from our license partners’ breweries to other countries. • The Corona beer brand is perpetually licensed to a subsidiary of Constellation Brands, Inc. for marketing and sales in 50 states of the United States, the District of Columbia and Guam. • Aguila, Castle Lager, Cusqueña, Cristal, Redd’s and certain other brands are perpetually licensed to Molson Coors Brewing Company in the 50 states of the United States, the District of Columbia and Puerto Rico.
Cerrada de Palomas 22, 6th Floor, Reforma Social Miguel Hidalgo 11650 Mexico City, Mexico Mexico 100 % 100 % ABI SAB Group Holding Limited Bureau, 90 Fetter Lane London EC4A 1EN, United Kingdom United Kingdom 100 % 100 % For a more comprehensive list of our most important financing and operating subsidiaries, see note 34 of our audited consolidated financial statements as of 31 December 2022 and 2021, and for the three years ended 31 December 2022.
Cerrada de Palomas 22, 6th Floor, Reforma Social Miguel Hidalgo 11650 Mexico City, Mexico Mexico 100 % 100 % ABI SAB Group Holding Limited Bureau, 90 Fetter Lane London EC4A 1EN, United Kingdom United Kingdom 100 % 100 % For a more comprehensive list of our most important financing and operating subsidiaries, see note 34 of our audited consolidated financial statements as of 31 December 2023 and 2022, and for the three years ended 31 December 2023.
Strong brand portfolio with global, multi-country and local brands Our strong brand portfolio addresses a broad range of demand for different types of beer, comprising three categories: • Global brands : Capitalizing on common values and experiences which appeal to consumers across borders, our three global brands, Budweiser, Corona and Stella Artois, have recognition and appeal worldwide in a significant number of markets globally; • Multi-country brands : Building from a strong consumer base in their home markets, our multi-country brands, Beck’s, Hoegaarden, Leffe and Michelob Ultra, bring international flavor to selected markets, connecting with consumers across continents; and • Local brands : Offering locally popular tastes, local brands such as Aguila, Bud Light, Cass, Cristal, Harbin, Poker, Skol and Victoria connect particularly well with consumers in their home markets.
Strong brand portfolio with global, multi-country and local brands Our strong brand portfolio addresses a broad range of demand for different types of beer, comprising three categories: • Global brands : Capitalizing on common values and experiences which appeal to consumers across borders, our four global brands, Budweiser, Corona, Stella Artois and Michelob ULTRA, have recognition and appeal worldwide in a significant number of markets globally; • Multi-country brands : Building from a strong consumer base in their home markets, our multi-country brands, Beck’s, Hoegaarden, Leffe and Modelo, bring international flavor to selected markets, connecting with consumers across continents; and • Local brands : Offering locally popular tastes, local brands such as Aguila, Brahma, Bud Light, Cass, Cristal, Harbin, Poker, Skol and Victoria connect particularly well with consumers in their home markets.
For example, a brand like Stella Artois generally targets the premium category across the globe, while a brand like Skol targets the core segment in Brazil and Natural Light targets the sub-premium category in the United States.
For example, a brand like Stella Artois generally targets the above core category across the globe, while a brand like Skol targets the core segment in Brazil and Natural Light targets the sub-premium category in the United States.
Principal Activities and Products— Digital Transformation and New Businesses” below for further details regarding our efforts to digitize and monetize our ecosystem in 2022. Optimize our Business Our objective to optimize our business and maximize long-term value creation is driven by our focus on three areas: disciplined resource allocation, robust risk management and an efficient capital structure.
Principal Activities and Products— Digital Transformation and New Businesses” below for further details regarding our efforts to digitize and monetize our ecosystem in 2023. Optimize our Business Our objective to optimize our business and maximize long-term value creation is driven by our focus on three areas: disciplined resource allocation, robust risk management and an efficient capital structure.
On an individual country basis, our principal markets, during the year ended 31 December 2022, in alphabetical order, were Argentina, Belgium, Brazil, Canada, China, Colombia, Ecuador, Mexico, Nigeria, Peru, South Africa, South Korea and the United States, with each market having its own dynamics and consumer preferences and trends.
On an individual country basis, our principal markets, during the year ended 31 December 2023, in alphabetical order, were Argentina, Belgium, Brazil, Canada, China, Colombia, Ecuador, Mexico, Nigeria, Peru, South Africa, South Korea and the United States, with each market having its own dynamics and consumer preferences and trends.
Risk Factors—We are exposed to developing market risks, including the risks of devaluation, nationalization and inflation.” Iran-Related Required Disclosure The Iran Threat Reduction and Syria Human Rights Act of 2012 requires disclosure of certain activities relating to Iran by AB InBev or its affiliates that occurred during our 2022 fiscal year.
Risk Factors—We are exposed to developing market risks, including the risks of devaluation, nationalization and inflation.” Iran-Related Required Disclosure The Iran Threat Reduction and Syria Human Rights Act of 2012 requires disclosure of certain activities relating to Iran by AB InBev or its affiliates that occurred during our 2023 fiscal year.
Smart Drinking focuses on four key areas, each with established goals: • Social norms marketing • Multi-year pilots • Product portfolio -61- Table of Contents • Labeling Social Norms Marketing Research indicates that it is possible to improve individual patterns of consumption by reminding consumers that moderation and control are the group norms.
Smart Drinking focuses on four key areas, each with established goals: • Social norms marketing • Multi-year pilots • Product portfolio • Labeling -69- Table of Contents Social Norms Marketing Research indicates that it is possible to improve individual patterns of consumption by reminding consumers that moderation and control are the group norms.
Supporting Smallholder Farmers Agriculture is a critical source of income and livelihoods in a number of markets in Africa and Latin America, where we have pioneered the use of under-commercialized local crops to create new affordable beer brands – like Eagle Lager, made with local sorghum in Uganda, and Nativa, made with local cassava in Colombia.
Supporting Smallholder Farmers Agriculture is a critical source of income and livelihoods in a number of markets in Africa and South America, where we have pioneered the use of under-commercialized local crops to create new affordable beer brands – like Eagle Lager, made with local sorghum in Uganda, and Nativa, made with local cassava in Colombia.
Prioritizing our ESG Agenda We believe that a strong ESG agenda is vital for our future. From building a resilient and agile value chain to solidifying our role as a trusted partner in local communities to identifying and capturing new sources of business value, ESG will play a key role in delivering on our company strategy and purpose.
Prioritizing our Sustainability Agenda We believe that a strong sustainability agenda is vital for our future. From building a resilient and agile value chain to solidifying our role as a trusted partner in local communities to identifying and capturing new sources of business value, sustainability will play a key role in delivering on our company strategy and purpose.
We continue to have operational control of our US-based metal container operations. Furthermore, during 2022 and 2021, we performed a series of other investments and disposals. For further details, see “Item 5. Operating and Financial Review—H. Liquidity and Capital Resources—Investments and Disposals.” B. BUSINESS OVERVIEW 1.
We continue to have operational control of our US-based metal container operations. Furthermore, during 2023 and 2022, we performed a series of other investments and disposals. For further details, see “Item 5. Operating and Financial Review—H. Liquidity and Capital Resources—Investments and Disposals.” B. BUSINESS OVERVIEW 1.
The business segments and their corresponding countries are: • North America : the United States and Canada; • Middle Americas : the Caribbean, Colombia, Costa Rica, the Dominican Republic, Ecuador, El Salvador, Guatemala, Honduras, Mexico, Panama and Peru; • South America : Argentina, Bolivia, Brazil, Chile, Paraguay and Uruguay; • EMEA : Austria, Belgium, France, Germany, Ireland, Italy, Luxembourg, the Netherlands, Spain, Switzerland, the United Kingdom, Botswana, Ghana, Lesotho, Mozambique, Namibia, Nigeria, South Africa, Swaziland, Tanzania, Uganda and Zambia and other African, European and Middle East countries; • Asia Pacific : China, India, Japan, New Zealand, South Korea, Vietnam and other South Asian and Southeast Asian countries; and • Global Export and Holdings Companies .
The business segments and their corresponding countries are: • North America : the United States and Canada; • Middle Americas : the Caribbean, Colombia, Costa Rica, the Dominican Republic, Ecuador, El Salvador, Guatemala, Honduras, Mexico, Panama and Peru; • South America : Argentina, Bolivia, Brazil, Chile, Paraguay and Uruguay; • EMEA : Austria, Belgium, France, Germany, Ireland, Italy, Luxembourg, the Netherlands, Spain, Switzerland, the United Kingdom, Botswana, Ghana, Lesotho, Mozambique, Namibia, Nigeria, South Africa, Swaziland, Tanzania, Uganda and Zambia and other African, European and Middle East countries; -56- Table of Contents • Asia Pacific : China, India, Japan, New Zealand, South Korea, Vietnam and other South Asian and Southeast Asian countries; and • Global Export and Holdings Companies .
Our most significant subsidiaries (as of 31 December 2022) are: Subsidiary Name Jurisdiction of incorporation or residence Proportion of ownership interest Proportion of voting rights held Anheuser-Busch Companies, LLC One Busch Place St. Louis, MO 63118 Delaware, U.S.A. 100 % 100 % Ambev S.A. Rua Dr.
Our most significant subsidiaries (as of 31 December 2023) are: Subsidiary Name Jurisdiction of incorporation or residence Proportion of ownership interest Proportion of voting rights held Anheuser-Busch Companies, LLC One Busch Place St. Louis, MO 63118 Delaware, U.S.A. 100 % 100 % Ambev S.A. Rua Dr.
We have NaBev operations primarily in Latin America and Africa, and our subsidiary Ambev has NaBev operations in South America and the Caribbean. The NaBev market includes both carbonated and non-carbonated beverages. -46- Table of Contents Our NaBev business includes both our own brands and agreements with other global players such as PepsiCo, Inc.
We have NaBev operations primarily in Latin America and Africa, and our subsidiary Ambev has NaBev operations in South America and the Caribbean. The NaBev market includes both carbonated and non-carbonated beverages. -54- Table of Contents Our NaBev business includes both our own brands and agreements with other global players, such as PepsiCo, Inc.
Our brand portfolio consists of three global brands (Budweiser®, Corona® and Stella Artois®), our multi-country brands (Beck’s®, Hoegaarden®, Leffe® and Michelob Ultra®), and many “local champions” (Aguila®, Antarctica®, Bud Light®, Brahma®, Cass®, Castle®, Castle Lite®, Cristal®, Harbin®, Jupiler®, Modelo Especial®, Quilmes®, Victoria®, and Skol®).
Our brand portfolio consists of four global brands (Budweiser ® , Corona ® , Stella Artois ® and Michelob ULTRA ® ), our multi-country brands (Beck’s ® , Hoegaarden ® and Leffe ® ), and many “local champions” (Aguila ® , Antarctica ® , Bud Light ® , Brahma ® , Cass ® , Castle ® , Castle Lite ® , Cristal ® , Harbin ® , Jupiler ® , Modelo Especial ® , Quilmes ® , Victoria ® , and Skol ® ).
Our ESG strategy and commitments come down to a simple insight: by virtue of our integration in local communities, our beliefs and values, our people and our commercial scale, we have the ability to be part of the solution to create a future with more cheers – one with shared prosperity for our communities, for the planet and for our company. • Smart Drinking and Moderation : We have a global commitment to reduce harmful drinking and believe that AB InBev can make a meaningful difference in at least three areas: road safety, responsible beverage service, and screenings and brief interventions. • Climate : Our business is one that is closely tied to the natural environment: Agricultural crops and water are our key ingredients, we require raw materials for our packaging, and we need energy and fuel to brew and transport our beers.
Our sustainability strategy and commitments come down to a simple insight: by virtue of our integration in local communities, our beliefs and values, our people and our commercial scale, we have the ability to be part of the solution to create a future with more cheers – one with shared prosperity for our communities, for the planet and for our company. • Smart Drinking and Moderation : We have a global commitment to reduce harmful drinking and believe that AB InBev can make a meaningful difference in at least three areas: road safety, responsible beverage service, and screenings and brief interventions. -41- Table of Contents • Climate : Our business is one that is closely tied to the natural environment: Agricultural crops and water are our key ingredients, we require raw materials for our packaging, and we need energy and fuel to brew and transport our beers.
Today, it is an Africa-wide premium brand enjoyed in 14 countries and continues to innovate to offer consumers “extra cold” refreshment. • Flying Fish combines the pure refreshment of beer with delicious, fresh flavors: pressed lemon and green apple.
Today, it is an Africa-wide premium brand enjoyed in 10 countries and continues to innovate to offer consumers “extra cold” refreshment. • Flying Fish combines the pure refreshment of beer with delicious, fresh flavors: pressed lemon and green apple.
We derecognized the investment in AB InBev Efes and reported a USD 1,143 million non-cash impairment charge in exceptional share of results of associates as of 30 June 2022. See “Item 3. Key Information—D.
We derecognized the investment in AB InBev Efes and reported a USD 1,143 million non-cash impairment charge in exceptional share of result of associates as of 30 June 2022. See “Item 3. Key Information—D.
Our patents may relate, for example, to brewing processes, improvements in production of fermented malt-based beverages, treatments for improved beer flavor stability, non-alcoholic beer development, filtration processes, beverage-dispensing systems and devices, can manufacturing processes, beer packaging or novel uses for brewing materials and disruptive technologies. -57- Table of Contents We license in limited technology from third parties.
Our patents may relate, for example, to brewing processes, improvements in production of fermented malt-based beverages, treatments for improved beer flavor stability, non-alcoholic beer development, filtration processes, beverage-dispensing systems and devices, can manufacturing processes, beer packaging or novel uses for brewing materials and disruptive technologies. We license in limited technology from third parties.
The top three markets in terms of revenue for Stella Artois as of 2022 are the United States, the United Kingdom and Brazil with expansion plans well under way in several new growth markets, including South Africa and Mexico.
The top three markets in terms of revenue for Stella Artois as of 2023 are the United States, the United Kingdom and Brazil with expansion plans well under way in several new growth markets, including South Africa and Mexico.
After running our Smart Drinking City Pilots for five years which aimed to identify best practices that could be scaled up, we have identified three interventions that we believe can be most impactful in helping to reduce the harmful effects of drinking and are working on making these tools accessible and scalable. • Responsible Beverage Service Trainings: Responsible Beverage Service (RBS) is a training program for community point-of-sale professionals, such as bar keepers and servers, which aims to promote positive consumer behaviors. • Screenings and Brief Interventions: Screening and Brief Intervention (SBI) is a preventive program that measures an individual’s drinking pattern during outpatient or wellness visits and motivates those identified as being at risk of harmful consumption of alcohol to change their behavior. • Road Safety Initiatives: We support the United Nations goal to halve the number of road traffic fatalities by 2030 and invest in innovative programs to improve road safety and reduce injuries and fatalities from traffic collisions.
Through our Smart Drinking City Pilots we identified best practices that could be scaled up, we have identified three interventions that we believe can be most impactful in helping to reduce the harmful effects of drinking and are working on making these tools accessible and scalable. • Responsible Beverage Service Trainings: Responsible Beverage Service (RBS) is a training program for community point-of-sale professionals, such as bar keepers and servers, which aims to promote positive consumer behaviors. • Screenings and Brief Interventions: Screening and Brief Intervention (SBI) is a preventive program that measures an individual’s drinking pattern during outpatient or wellness visits and motivates those identified as being at risk of harmful consumption of alcohol to change their behavior. • Road Safety Initiatives: We support the United Nations goal to halve the number of road traffic fatalities by 2030 and invest in innovative programs to improve road safety and reduce injuries and fatalities from traffic collisions.
Results of Operations—Year Ended 31 December 2022 Compared to the Year Ended 31 December 2021—Revenue” of this Form 20-F and “Item 5. Operating and Financial Review—E. Results of Operations—Year Ended 31 December 2021 Compared to the Year Ended 31 December 2020—Revenue” of our Annual Report on Form 20-F for the fiscal year ended 31 December 2021.
Results of Operations—Year Ended 31 December 2023 Compared to the Year Ended 31 December 2022—Revenue” of this Form 20-F and “Item 5. Operating and Financial Review—E. Results of Operations—Year Ended 31 December 2022 Compared to the Year Ended 31 December 2021—Revenue” of our Annual Report on Form 20-F for the fiscal year ended 31 December 2022.
Key Factors Affecting Results of Operations—Weather and Seasonality.” -50- Table of Contents 6. BREWING PROCESS; RAW MATERIALS AND PACKAGING; PRODUCTION FACILITIES; LOGISTICS Brewing Process The basic brewing process for most beers is straightforward, but significant know-how is involved in quality and cost control. The most important stages are brewing and fermentation, followed by maturation, filtering and packaging.
Key Factors Affecting Results of Operations—Weather and Seasonality.” 6. BREWING PROCESS; RAW MATERIALS AND PACKAGING; PRODUCTION FACILITIES; LOGISTICS Brewing Process The basic brewing process for most beers is straightforward, but significant know-how is involved in quality and cost control. The most important stages are brewing and fermentation, followed by maturation, filtering and packaging.
On the basis of quality and price, beer can be differentiated into the following categories: • Premium and super premium brands; • Core brands; and • Value, discount or sub-premium brands. Our brands are positioned across all of these categories.
On the basis of quality and price, beer can be differentiated into the following categories: • Above core brands (core plus, premium and super premium); • Core brands; and • Value, discount or sub-premium brands. Our brands are positioned across all of these categories.
We expect them to deliver results and to inspire our colleagues through passion for brewing and a sense of ownership. Most importantly, we never take shortcuts. Integrity, hard work, quality and responsibility are essential to our growth. -66- Table of Contents Human Rights We understand that respecting human rights is fundamental to creating healthy, thriving communities.
We expect them to deliver results and to inspire our colleagues through passion for brewing and a sense of ownership. Most importantly, we never take shortcuts. Integrity, hard work, quality and responsibility are essential to our growth. Human Rights We understand that respecting human rights is fundamental to creating healthy, thriving communities.
Given the breadth of our brand portfolio, we believe we are well-placed to address changing consumer needs in the various categories (premium, core and value) within any given market. 4.
Given the breadth of our brand portfolio, we believe we are well-placed to address changing consumer needs in the various categories (above core, core and value) within any given market. 4.
All of these have the potential to be impacted by climate change, and we are already experiencing climate-related impacts—both environmental and social—in our value chain. -33- Table of Contents • Water stewardship : Water is a critical resource for the health and well-being of every community around the world.
All of these have the potential to be impacted by climate change, and we are already experiencing climate-related impacts—both environmental and social—in our value chain. • Water stewardship : Water is a critical resource for the health and well-being of every community around the world.
(2) The non-beer category includes soft drinks and certain other beverages. (3) Excludes our joint ventures and assets where we are not the majority owner. -52- Table of Contents Non-Beverage Production Facilities Our beverage production plants are supplemented and supported by a number of plants and other facilities that produce raw materials and packaging materials for our beverages.
(2) The non-beer category includes soft drinks and certain other beverages. (3) Excludes our joint ventures and assets where we are not the majority owner. Non-Beverage Production Facilities Our beverage production plants are supplemented and supported by a number of plants and other facilities that produce raw materials and packaging materials for our beverages.
Geographically diversified with a balanced exposure to developed and developing markets, we leverage the collective strengths of approximately 167,000 colleagues based in nearly 50 countries worldwide.
Geographically diversified with a balanced exposure to developed and developing markets, we leverage the collective strengths of approximately 155,000 colleagues based in nearly 50 countries worldwide.
We estimate that we hold the number three position in total market share of beer by volume, and the number one position by volume in the fast-growing premium beer category, in China, the world’s largest beer market by volume. Geographic diversification Our geographically diversified platform balances the growth opportunities of developing markets with the stability and strength of developed markets.
We estimate that we hold the number one position by volume in the fast-growing premium beer category, in China, the world’s largest beer market by volume. Geographic diversification Our geographically diversified platform balances the growth opportunities of developing markets with the stability and strength of developed markets.
Governments in most of the countries in which we operate also establish minimum legal drinking ages, which generally vary from 16 to 21 years of age or impose other restrictions on sales. Some governments have imposed or are considering imposing minimum pricing on alcohol products.
Governments in most of the countries in which we do business also establish minimum legal drinking ages, which generally vary from 16 to 21 years of age or impose other restrictions on sales. Some governments have imposed or are considering imposing minimum pricing on alcohol products.
We are on track to meet our goal by 2025, with investment of approximately USD 700 million through 2022. • Adhering to a clear code of Responsible Marketing and Communications (“RMCC”): The RMCC sets the standards for our marketing and commercial communication worldwide to ensure that our commercial communications are aimed only at individuals above the legal drinking age and are carried out in a socially responsible manner.
We are on track to meet our goal by 2025, with investment of approximately USD 900 million through 2023. • Adhering to a clear code of Responsible Marketing and Communications (“RMCC”): The RMCC sets the standards for our marketing and commercial communication worldwide to ensure that our commercial communications are aimed only at individuals above the legal drinking age and are carried out in a socially responsible manner.
(3) The non-beer category includes soft drinks and certain other beverages. -42- Table of Contents Beer and Beyond Beer Our brands are the foundation and the cornerstone of our relationships with consumers.
(3) The non-beer category includes soft drinks and certain other beverages. -50- Table of Contents Beer and Beyond Beer Our brands are the foundation and the cornerstone of our relationships with consumers.
Based on its brewing tradition dating back to 1445 in Belgium, Hoegaarden is top fermented and then refermented in the bottle or keg, leading to its distinctive cloudy white appearance. • Leffe is one of the most famous abbey beers in the world.
Based on its brewing tradition dating back to 1445 in Belgium, Hoegaarden is top fermented and then refermented in the bottle or keg, leading to its distinctive cloudy white appearance. -51- Table of Contents • Leffe is one of the most famous abbey beers in the world.
Victoria was produced for the first time in 1865, making Victoria Mexico’s oldest beer brand. • Aguila is a classic Colombian lager beer with a balanced and refreshing flavor that was first brewed in 1913. • Pilsen, first brewed 150 years ago in Peru, is Peru’s leading beer.
Victoria was produced for the first time in 1865, making Victoria Grupo Modelo’s oldest beer brand. • Aguila is a classic Colombian lager beer with a balanced and refreshing flavor that was first brewed in 1913. • Pilsen, first brewed 150 years ago in Peru, is Peru’s leading beer.
Key Information—D. Risk Factors—Risks Relating to Our Business—Climate change or other environmental concerns, or legal, regulatory or market measures to address climate change or other environmental concerns, may negatively affect our business or operations, including the availability of key production inputs,” “Item 3. Key Information—D.
Key Information—D. Risk Factors—Risks Relating to Our Business—Climate change or other environmental concerns, or legal, regulatory or market measures to address -66- Table of Contents climate change or other environmental concerns, may negatively affect our business or operations, including the availability of key production inputs,” “Item 3. Key Information—D.
Risk Factors—Risks Relating to Our Business — Climate change or other environmental concerns, or legal, regulatory or market measures to address climate change or other environmental concerns, may negatively affect our business or operations, including the availability of key production inputs,” “—B. Business Overview—6. Brewing Process; Raw Materials and Packaging; Production Facilities; Logistics—Capacity Expansion,” “Item 5. Operating and Financial Review—H.
Risk Factors—Risks Relating to Our Business — Climate change or other environmental concerns, or legal, regulatory or market measures to address climate change or other environmental concerns, may negatively affect our business or operations, including the availability of key production inputs,” “—B. Business Overview—6. Brewing Process; Raw Materials and Packaging; Production Facilities; Logistics—Capacity Expansion,” and “Item 5.
COMPETITION We believe our largest competitors are Heineken, Carlsberg, CR Snow and Molson Coors Brewing Company based on information from the Plato Logic Limited report for the calendar year 2021 (published in December 2022). Historically, brewing was a local industry with only a few players having a substantial international presence.
COMPETITION We believe our largest competitors are Heineken, Carlsberg, CR Snow and Molson Coors Brewing Company based on information from the Plato Logic Limited report for the calendar year 2022 (published in October 2023). Historically, brewing was a local industry with only a few players having a substantial international presence.
This trend started within the more established beer markets of Western Europe and North America and took the form of larger businesses being formed through merger and -49- Table of Contents acquisition activity within national markets. More recently, consolidation has also taken place within developing markets.
This trend started within the more established beer markets of Western Europe and North America and took the form of larger businesses being formed through merger and acquisition activity within national markets. More recently, consolidation has also taken place within developing markets.
History and Development of the Company,” which include: • the acquisition of Beck’s in 2002; • the creation of InBev in 2004, through the combination of Interbrew and Ambev; • the combination with Anheuser-Busch Companies in November 2008; • the combination with Grupo Modelo in June 2013; and • the combination with SAB in October 2016.
History and Development of the Company,” which include: • the acquisition of Beck’s in 2002; -57- Table of Contents • the creation of InBev in 2004, through the combination of Interbrew and Ambev; • the combination with Anheuser-Busch Companies in November 2008; • the combination with Grupo Modelo in June 2013; and • the combination with SAB in October 2016.
Volumes are based on calculations on total volumes of majority-owned subsidiaries, also licensed brewing. Our own beer volumes for the year ended 31 December 2022 were 522 million hectoliters and 512 million hectoliters for the year ended 31 December 2021. In each of our regional markets, we compete against a mixture of national, regional, local and imported beer brands.
Volumes are based on calculations on total volumes of majority-owned subsidiaries, also licensed brewing. Our own beer volumes for the year ended 31 December 2023 were 510 million hectoliters and 522 million hectoliters for the year ended 31 December 2022. In each of our regional markets, we compete against a mixture of national, regional, local and imported beer brands.
We also license out certain of our intellectual property to third parties, for which we receive royalties. Innovation, Research and Development Given our focus on innovation, we place a high value on research and development (“ R&D ”).
We also license out certain of our intellectual property to third parties, for which we receive royalties. -65- Table of Contents Innovation, Research and Development Given our focus on innovation, we place a high value on research and development (“ R&D ”).
Skol has been a pioneer and innovator in the beer category, engaging with consumers and creating new market trends and products such as Skol Puro Malte, which launched in 2019. -44- Table of Contents EMEA • Jupiler is Belgium’s largest brand by volume, according to Plato Logic Limited.
Skol has been a pioneer and innovator in the beer category, engaging with consumers and creating new market trends and products such as Skol Puro Malte, which launched in 2019. EMEA • Jupiler is Belgium’s largest brand by volume, according to Plato Logic Limited.
Increasing workplace safety We are committed to creating a safe work environment. We encourage employees and contractors to follow safe practices and make healthy choices in our workplaces and local communities. Business ethics Our leaders set the tone, driving ethical behavior at our company.
Increasing workplace safety We are committed to creating a safe work environment. We encourage employees and contractors to follow safe practices and make healthy choices in our workplaces and local communities. -73- Table of Contents Business ethics Our leaders set the tone, driving ethical behavior at our company.
As of 31 December 2022, we employed approximately 167,000 people based in nearly 50 countries worldwide. As a result, we have a global footprint with a balanced exposure to developed and developing markets and production facilities spread across our geographic regions.
As of 31 December 2023, we employed approximately 155,000 people based in nearly 50 countries worldwide. As a result, we have a global footprint with a balanced exposure to developed and developing markets and production facilities spread across our geographic regions.
The table below sets out the main brands we sell in the markets listed below as of 31 December 2022.
The table below sets out the main brands we sell in the markets listed below as of 31 December 2023.
The table below sets out the breakdown between our beer and non-beer volumes and revenue. Based on our actual historical financial information for these periods, our non-beer activities accounted for 12.3% of consolidated volumes in 2022, 12.0% of consolidated volumes in 2021 and 11.3% of consolidated volumes in 2020.
The table below sets out the breakdown between our beer and non-beer volumes and revenue. Based on our actual historical financial information for these periods, our non-beer activities accounted for 12.8% of consolidated volumes in 2023, 12.3% of consolidated volumes in 2022 and 12.0% of consolidated volumes in 2021.
In 2022, we continued to build resilient agricultural systems, by working with over 23,000 farmers across 14 countries to support the growth of our six priority crops: barley, cassava, hops, maize, rice and sorghum.
In 2023, we continued to build resilient agricultural systems, by working with over 23,500 farmers across 14 countries to support the growth of our six priority crops: barley, cassava, hops, maize, rice and sorghum.
We benefit from a global distribution network which, depending on the location, is either owned by us or is based on strong partnerships with wholesalers and local distributors. -34- Table of Contents In 2022, we were one of the largest consumer products companies worldwide, measured by Normalized EBITDA, and held the number one position in terms of total market share of beer by volume in the world, according to Plato Logic Limited.
We benefit from a global distribution network which, depending on the location, is either owned by us or is based on strong partnerships with wholesalers and local distributors. -42- Table of Contents In 2023, we were one of the largest consumer products companies worldwide, measured by Normalized EBITDA, and held the number one position in terms of total market share of beer by volume in the world, according to Plato Logic Limited (based on data published in October 2023).
Given the breadth of our brand portfolio, we believe we are well-placed to address changing consumer needs in the various categories (premium, core and value) within any given market. -48- Table of Contents Effective 1 January 2019, we have been organized into six business segments.
Given the breadth of our brand portfolio, we believe we are well-placed to address changing consumer needs in the various categories (above core, core and value) within any given market. Effective 1 January 2019, we have been organized into six business segments.
Prices and sources of raw materials are determined by, among other factors: • the level of crop production; • weather conditions; • local and export demand; and • governmental taxes, import tariffs and regulations. -51- Table of Contents We hedge some of our commodities contracts on the financial markets and some of our malt requirements are purchased on the spot market.
Prices and sources of raw materials are determined by, among other factors: • the level of crop production; • weather conditions; • local and export demand; and • governmental taxes, import tariffs and regulations. We hedge some of our commodities contracts on the financial markets and some of our malt requirements are purchased on the spot market. See “Item 11.
We manage our energy costs using various methods including supply contracts, hedging techniques and fuel-switching. Production Facilities Our production facilities are spread across our regions, giving us a balanced geographical footprint in terms of production and allowing us to efficiently meet consumer demand across the globe. We manage our production capacity across our regions, countries and plants.
We manage our energy costs using various methods including supply contracts, hedging techniques and fuel-switching. -59- Table of Contents Production Facilities Our production facilities are spread across our regions, giving us a balanced geographical footprint in terms of production and allowing us to efficiently meet consumer demand across the globe.
See “Item 11. Quantitative and Qualitative Disclosures About Market Risk—Market Risk, Hedging and Financial Instruments” and note 27 to our audited consolidated financial statements as of 31 December 2022 and 2021, and for the three years ended 31 December 2022, for further details on commodities hedging.
Quantitative and Qualitative Disclosures About Market Risk—Market Risk, Hedging and Financial Instruments” and note 27 to our audited consolidated financial statements as of 31 December 2023 and 2022, and for the three years ended 31 December 2023, for further details on commodities hedging.
We also manufacture and distribute Brahma, a brand owned by our Brazilian listed subsidiary, Ambev, in Peru and other third-party brands, such as Kirin in the United States. Compañía Cervecera de Canarias (in the Canary Islands) has an agreement to distribute Guinness in the Canary Islands.
We also manufacture and distribute third-party brands, such as Kirin in the United States, and have the right to manufacture and distribute Brahma, a brand owned by our Brazilian listed subsidiary, Ambev, in certain jurisdictions. Compañía Cervecera de Canarias (in the Canary Islands) has an agreement to distribute Guinness in the Canary Islands.
A rich, full-bodied beer with a distinctive flavor that hails from Belgium, Leffe has the longest heritage in our beer portfolio and is available in over 90 countries worldwide. -43- Table of Contents • Michelob ULTRA was rolled out nationally in the United States in 2002 and grew to become the second largest beer brand by value, in the U.S. in 2019, behind only Bud Light.
A rich, full-bodied beer with a distinctive flavor that hails from Belgium, Leffe has the longest heritage in our beer portfolio and is available in over 90 countries worldwide. • Michelob ULTRA was rolled out nationally in the United States in 2002 and grew to become the second largest beer brand by value, in the U.S. in 2019.
Type of plant / facility Number of plants / facilities (1) Countries in which plants / facilities are located (1) Malt plants 19 Argentina, Brazil, Colombia, Ecuador, Mexico, Peru, South Africa, South Korea, Uganda, United States, Uruguay, Zambia Rice and corn grits mill 6 Argentina, Bolivia, Peru, United States Farm and agriculture 3 Germany, United States, South Africa Hop pellet plant 1 Argentina Glass bottle plants 4 Brazil (2) , Mexico, Paraguay Crown and closure plants 4 Argentina, Brazil, Colombia, Mexico Label plants 2 Brazil, Colombia Can plants 8 Brazil, Bolivia, Mexico, United States Can lid manufacturing plants 2 United States Crown and closure liner material plants 1 United States Soft drink concentrate plants 4 Brazil Yeast plants 1 Brazil Other 1 United States Total 56 Notes: (1) Excludes plants and facilities owned by joint ventures and assets where we are not the majority owner.
The table below provides additional detail on these facilities as of 31 December 2023. -60- Table of Contents Type of plant / facility Number of plants / facilities (1) Countries in which plants / facilities are located (1) Malt plants 19 Argentina, Brazil, Colombia, Ecuador, Mexico, Peru, South Africa, South Korea, Uganda, United States, Uruguay, Zambia Rice and corn grits mill 6 Argentina, Bolivia, Peru, United States Farm and agriculture 3 Germany, United States, South Africa Hop pellet plant 1 Argentina Glass bottle plants 4 Brazil (2) , Mexico, Paraguay Crown and closure plants 4 Argentina, Brazil, Colombia, Mexico Label plants 2 Brazil, Colombia Can plants 8 Brazil, Bolivia, Mexico, United States Can lid manufacturing plants 2 United States Crown and closure liner material plants 1 United States Soft drink concentrate plants 1 Brazil Yeast plants 1 Brazil Other 4 Brazil, United States Total 56 Notes: (1) Excludes plants and facilities owned by joint ventures and assets where we are not the majority owner.
We typically own our production facilities free of any major encumbrances. We also lease a number of warehouses and other commercial buildings from third parties. See “—11. Regulations Affecting Our Business” for a description of the environmental and other regulations that affect our production facilities.
We manage our production capacity across our regions, countries and plants. We typically own our production facilities free of any major encumbrances. We also lease a number of warehouses and other commercial buildings from third parties. See “—11. Regulations Affecting Our Business” for a description of the environmental and other regulations that affect our production facilities.
In terms of revenue, our non-beer activities generated 10.8% of consolidated revenue in 2022 compared to 9.2% in 2021 and 7.2% in 2020, based on our actual historical financial information for these periods.
In terms of revenue, our non-beer activities generated 11.3% of consolidated revenue in 2023 compared to 10.8% in 2022 and 9.2% in 2021, based on our actual historical financial information for these periods.
On 22 April 2022, we announced our decision to sell our non-controlling interest in AB InBev Efes and that we are in active discussions with Anadolu Efes, the controlling shareholder of AB InBev Efes, to acquire this interest.
On 22 April 2022, we announced our decision to sell our non-controlling interest in the AB InBev Efes joint venture and that we were in active discussions with Anadolu Efes, the controlling shareholder of AB InBev Efes, to acquire that interest.
Louis family Non-Beer : Chibuku eSwatini Beer and Beyond Beer : Brutal Fruit, Budweiser, Carling Black Label, Castle Lager, Castle Lite, Castle Milk Stout, Corona, Flying Fish, Hansa Pilsener, Lion Lager, Redd’s, Sibebe, Smirnoff, Stella Artois Ghana Beer : Budweiser, Corona, Club Premium Lager, Club Shandy, Eagle, Eagle Extra Stout, Stella Artois -40- Table of Contents Country by Region Brands Non-Beer : Beta Malt Lesotho Beer and Beyond Beer : Brutal Fruit, Budweiser, Carling Black Label, Castle Lager, Castle Free, Castle Lite, Castle Milk Stout, Corona, Flying Fish, Hansa Pilsener, Maluti Premium Lager, Redd’s, Smirnoff, Stella Artois Mozambique Beer and Beyond Beer : 2M, 2M Flow, Budweiser, Castle Lite, Corona, Coronita Extra, Dourada, Flying Fish, Impala family, Laurentina family, Manica, Stella Artois, Smirnoff, Smirnoff Pine Twist, Smirnoff Spin Namibia Beer and Beyond Beer : Brutal Fruit, Budweiser, Carling Black Label, Castle Lager, Castle Free, Castle Lite, Corona, Eagle Lager, Flying Fish, Lion, Stella Artois Nigeria Beer : Budweiser, Castle Lite, Eagle, Eagle Lager, Eagle Stout, Flying Fish,Hero, Trophy, Trophy Stout Non-Beer : Beta Malt, Grand Malt South Africa Beer and Beyond Beer : Black Crown, Brutal Fruit, Budweiser, Carling Black Label, Castle Double Malt, Castle Free, Castle Lager, Castle Lite, Castle Milk Stout, Corona, the Flying Fish family, Guinness, Hansa Pilsener, Hoegaarden, Leffe, Lion Lager, Newlands Spring, Redd’s family, Smirnoff, Stella Artois Non-Beer : Red Bull Tanzania Beer and Beyond Beer : Balimi, Balimi Extra Promo, Bingwa, Bismarks Rocks, Budweiser, Castle Lager, Castle Lite, Castle Milk Stout, Club Pilsner, Corona, Eagle, Flying Fish, Fyfes, Imagi, Kilimanjaro, Kilimanjaro Extension, Knights Whisky, Leffe Blond, Ndovu, Nile Special Lager, Redd’s, Regency, Safari, Safari Double Malt, Scottish Leader, Super Affordable, Viceroy, Zanzi Cream Non-Beer : Dodoma, Grand Malt, Konyagi, Safari Water, Vladmir, Valuer Uganda Beer and Beyond Beer : Budweiser, Castle Lite, Castle Milk Stout, Chairmans ESB, Club Pilsener, Club Twist, Eagle family, Konyagi, Nile family, Redds, Stella Artois Zambia Beer : Brutal Fruit, Budweiser, Carling Black Label, Castle Lager, Castle Lite, Corona, Eagle, Flying Fish, Leffe, Mosi, Smirnoff Spin, Smirnoff Storm, Stella Artois Asia Pacific China Beer : Beck’s, Blue Girl, Boxing Cat, Budweiser, Budweiser Magnum, Budweiser Supreme, Bud Light, Corona, Franziskaner, Ginsber, Goose Island, Harbin family, Hoegaarden, Leffe, Sedrin, Stella Artois India Beer and Beyond Beer : 7 Rivers, Beck’s Ice, Budweiser, Bud 0.0%, Budweiser Beats, Budweiser Magnum, Cass, Corona, D’yavol Vodka, Goose 312, Haywards, Hoegaarden, Hoegaarden 0.0, Hoegaarden Nectarine, Hoegaarden Rose, Hurricane, Knockout, Leffe, Magnum Double Royal Whiskey, Royal Challenge -41- Table of Contents Country by Region Brands South Korea Beer : Budweiser, Cass, Corona, FilGood, Goose Island, HANMAC, Hoegaarden, Stella Artois Vietnam Beer : Beck’s family, Budweiser, Corona, Hoegaarden, Leffe, Stella Artois, Zorok The table below sets out our sales broken down by business segment for the periods shown: 2022 2021 2020 Market Revenue( 1 ) (USD million) Revenue (% of total) Revenue( 1 ) (USD million) Revenue (% of total) Revenue( 1 ) (USD million) Revenue (% of total) North America 16,566 28.7 % 16,257 29.9 % 15,622 33.3 % Middle Americas 14,180 24.5 % 12,541 23.1 % 10,032 21.4 % South America 11,599 20.1 % 9,494 17.5 % 8,092 17.3 % EMEA 8,120 14.1 % 8,032 14.8 % 6,835 14.6 % Asia Pacific 6,532 11.3 % 6,848 12.6 % 5,648 12.0 % Global Export and Holding Companies 790 1.4 % 1,133 2.1 % 652 1.4 % Total 57,786 100.0 % 54,304 100.0 % 46,881 100.0 % Notes: (1) Revenue is turnover less excise taxes and discounts.
Louis family Non-Beer : Chibuku eSwatini Beer and Beyond Beer : Brutal Fruit, Budweiser, Carling Black Label, Castle Lager, Castle Lite, Castle Milk Stout, Corona, Flying Fish, Hansa Pilsener, Lion Lager, Redd’s, Sibebe, Smirnoff, Stella Artois Ghana Beer : Budweiser, Corona, Club Premium Lager, Club Shandy, Eagle, Eagle Extra Stout, Stella Artois Non-Beer : Beta Malt -48- Table of Contents Country by Region Brands Lesotho Beer and Beyond Beer : Brutal Fruit, Budweiser, Carling Black Label, Castle Lager, Castle Free, Castle Lite, Castle Milk Stout, Corona, Flying Fish, Hansa Pilsener, Maluti Premium Lager, Redd’s, Smirnoff, Stella Artois Mozambique Beer and Beyond Beer : 2M, 2M Flow, Budweiser, Castle Lite, Corona, Coronita Extra, Dourada, Flying Fish, Impala family, Laurentina family, Manica, Stella Artois, Smirnoff, Smirnoff Pine Twist, Smirnoff Spin Namibia Beer and Beyond Beer : Brutal Fruit, Budweiser, Carling Black Label, Castle Lager, Castle Free, Castle Lite, Corona, Eagle Lager, Flying Fish, Lion, Stella Artois Nigeria Beer : Budweiser, Castle Lite, Eagle, Eagle Lager, Eagle Stout, Flying Fish, Hero, Trophy, Trophy Stout Non-Beer : Beta Malt, Grand Malt South Africa Beer and Beyond Beer : Black Crown, Brutal Fruit, Budweiser, Carling Black Label, Castle Double Malt, Castle Free, Castle Lager, Castle Lite, Castle Milk Stout, Corona, the Flying Fish family, Guinness, Hansa Pilsener, Hoegaarden, Leffe, Lion Lager, Newlands Spring, Redd’s family, Smirnoff, Stella Artois Non-Beer : Red Bull Tanzania Beer and Beyond Beer : Balimi, Balimi Extra Promo, Bingwa, Budweiser, Castle Lager, Castle Lite, Castle Milk Stout, Club Pilsner, Corona, Eagle, Flying Fish, Fyfes, Imagi, Kilimanjaro, Kilimanjaro Extension, Ndovu, Nile Special Lager, Redd’s, Safari, Safari Double Malt, Viceroy, Zanzi Cream Non-Beer : Dodoma, Grand Malt, Konyagi, Safari Water, Vladmir, Valuer Uganda Beer and Beyond Beer : Budweiser, Castle Lite, Castle Milk Stout, Chairmans ESB, Club Pilsener, Club Twist, Eagle family, Nile family, Redds, Stella Artois Zambia Beer : Brutal Fruit, Budweiser, Carling Black Label, Castle Lager, Castle Lite, Corona, Eagle, Flying Fish, Mosi, Smirnoff Spin, Smirnoff Storm, Stella Artois Asia Pacific China Beer : Beck’s, Blue Girl, Boxing Cat, Budweiser, Budweiser Magnum, Budweiser Supreme, Bud Light, Corona, Franziskaner, Ginsber, Goose Island, Harbin family, Hoegaarden, Leffe, Michelob ULTRA, Sedrin, Stella Artois -49- Table of Contents Country by Region Brands India Beer and Beyond Beer : 7 Rivers, Beck’s Ice, Budweiser, Bud 0.0%, Budweiser Beats, Budweiser Magnum, Cass, Corona, D’yavol Vodka, Goose 312, Haywards, Hoegaarden, Hoegaarden 0.0, Hoegaarden Nectarine, Hoegaarden Rose, Hurricane, Knockout, Leffe, Magnum Double Royal Whiskey, Royal Challenge South Korea Beer : Budweiser, Cafri, Cass, Corona, FilGood, Goose Island, HANMAC, Harbin, Hoegaarden, Leffe, Michelob ULTRA, OB, Red Rock, Stella Artois Vietnam Beer : Beck’s family, Budweiser, Corona, Hoegaarden, Leffe, Stella Artois, Zorok The table below sets out our sales broken down by business segment for the periods shown: 2023 2022 2021 Market Revenue( 1 ) (USD million) Revenue (% of total) Revenue( 1 ) (USD million) Revenue (% of total) Revenue( 1 ) (USD million) Revenue (% of total) North America 15,072 25.4 % 16,566 28.7 % 16,257 29.9 % Middle Americas 16,348 27.5 % 14,180 24.5 % 12,541 23.1 % South America 12,040 20.3 % 11,599 20.1 % 9,494 17.5 % EMEA 8,589 14.5 % 8,120 14.1 % 8,032 14.8 % Asia Pacific 6,824 11.5 % 6,532 11.3 % 6,848 12.6 % Global Export and Holding Companies 508 0.9 % 790 1.4 % 1,133 2.1 % Total 59,380 100.0 % 57,786 100.0 % 54,304 100.0 % Notes: (1) Revenue is turnover less excise taxes and discounts.
We granted Constellation Brands, Inc. the exclusive right to market and sell Corona beer and certain other Grupo Modelo beer brands, including Pacifico, Modelo Especial, Negra Modelo and Victoria, in the 50 states of the United States, the District of Columbia and Guam. • Hoegaarden is the world’s best-selling wheat beer.
We granted Constellation Brands, Inc. the exclusive right to market and sell Corona beer and certain other Grupo Modelo beer brands, including Pacifico, Modelo Especial, Negra Modelo and Victoria, in the 50 states of the United States, the District of Columbia and Guam.
In 2022, seven of our brands – Budweiser, Stella Artois, Bud Light, Corona, Skol, Cass, Brahma – were ranked among the Global Top Ten most valuable beer brands by BrandZ ™ .
In 2023, seven of our brands – Budweiser, Brahma, Bud Light, Corona, Michelob ULTRA, Skol, Stella Artois – were ranked among the Global top ten most valuable beer brands by BrandZ ™ .
It is the official sponsor of the Belgian National Football Team, “The Red Devils”. It also sponsors the most important Belgian professional football league, the Jupiler Pro League. Africa • Carling Black Label is Africa’s most awarded beer as well as South Africa’s biggest brand by volume and brand power.
It is the official sponsor of both the male and female Belgian National Football Teams, “The Red Devils” and “The Red Flames”. It also sponsors the most important Belgian professional football league, the Jupiler Pro League. • Carling Black Label is Africa’s most awarded beer as well as South Africa’s biggest brand by volume and brand power.
The products we brew in the United States are sold to 391 wholesalers with the exclusive right to carry our products within a designated territory, for resale to retailers, with some entities owning more than one wholesalership.
The products we brew in the United States are sold to wholesalers, and those wholesalers, with limited exceptions, have the exclusive right to carry our products within a designated territory for resale to retailers, with some entities owning more than one wholesalership.
We are subject to different environmental legislation and controls in each of the countries in which we operate.
We are subject to different environmental legislation and controls in each of the countries in which we do business.
However, as part of our voluntary guidance labeling initiative, in 26 countries (which represent approximately 50% of our global volumes) where there is currently no legal mandate for legal warnings, we have updated our label designs on our primary product packaging to provide actionable advice to consumers.
However, as part of our voluntary guidance labeling initiative, in all 26 countries (which represent approximately 50% of our global volumes) where there is currently no legal mandate for legal warnings, we have updated our label designs on our primary product packaging to provide actionable information on how consumers can prevent harmful drinking.
From the suppliers that help power our production to the retailers that connect with our consumers every day, small businesses play a vital role as an engine of economic growth and employment. They are critical to the success of our business operations.
From the suppliers that help power our production to the retailers that connect with our consumers every day, small businesses play a vital role as an engine of economic growth and employment.
María Panama Beer : Atlas Golden Xtra, Becks, Corona, Hoegaarden, Leffe, Michelob Ultra, Modelo Especial, Modelo Negra, Presidente, Stella Artois Non-Beer : Agua Brisa, Mirinda, Orange Crush, Pony Malta, Squirt Peru Beer and Beyond Beer : Arequipeña, Barbarian, Becks, Budweiser, Corona, Corona Tropical, Cristal, Cusqueña family, Golden, Michelob Ultra, Mike’s Hard, Pacífico, Pilsen Callao, Pilsen Trujillo, San Juan, Stella Artois Non-Beer : Agua Tonica Backus, Guaraná Backus family, Maltin Power, Malta Cusqueña, San Mateo water, Viva Backus -38- Table of Contents Country by Region Brands South America Argentina Beer and Beyond Beer : Andes, Andes Origen, Brahma, Budweiser, Capriccio, Corona, Dante Robino Reserva, Dante Robino Varietales, Isidra, Mikes, Novecento, Novecento Raices, Patagonia, Ping, Quilmes, Stella, Temple Non-Beer : 7UP, Gatorade, Ortinal Mirinda, Somos, Pepsi, Red Bull, Rockstar Bolivia Beer : Báltica, Beck’s, Bock, Brahma, Chicha Taquiña, Corona, Coronita, Ducal, El Inca, Golden by Skol, Huari, Imperial, Paceña, Stella Artois, Taquiña Non-Beer : 7UP, Guarana, Gatorade, H20H!, Maltin, Ortinal Mirinda, Somos, Pepsi Brazil Beer and Beyond Beer : Antarctica, Antarctica SubZero, Beats, Becks, Bohemia, Brahma, Brahma Duplo Malte, Budweiser, Colorado, Corona, Esmera, Hoegaarden, Leffe, Michelob Ultra, Mike’s Hard Lemonade, Nossa, Original, Serramalte, Serrana, Skol, Skol Puro Malte, Spaten, Stella Artois Non-Beer : Antárctica Guaraná, Fusion, Gatorade, H2OH!, Lipton, Pepsi, Red Bull, Sukita, Tônica Antarctica Chile Beer : Baltica, Beck’s, Becker, Brahma, Budweiser, Bud Light, Corona, Coronita, Cusqueña, Goose Island, Hoegaarden, Kilometro 24.7, Kona, Leffe, Malta del Sur, Michelob Ultra, Modelo Especial, Negra Modelo, Pilsen Del Sur, Quilmes, Stella Artois, Stella 0.0 Non-Beer : Corona Tropical Paraguay Beer : Antarctica, Baviera, Brahma, Brahma Subzero, Brahma Pomelo, Brahma Frutos Rojos, Budweiser, Bud66, Colorado, Corona, Michelob Ultra, Norte, Ouro Fino, Patagonia, Pilsen, Pilsen Extra, Skol, Stella Artois, Stella 0.0 Non-Beer : Novecento, Caldén, Mike’s Uruguay Beer and Beyond Beer : Beck’s, Brahma, Branca, Budweiser, Carpano, Corona, Dante Robino, Franziskaner, Goose Island, Hoegaarden, Leffe, Löwenbräu, Michelob Ultra, Negra Modelo, Norteña, Novecento, Oceánica, Patagonia, Patricia, Pilsen, Punt e Mes, Quilmes, Sernova, Skol, Stella Artois, Zillertal Non-Beer : 7UP, Gatorade, Guarana, H2OH!, Mirinda, Paso de los Toros, Pepsi, Teem, Rockstar, Pura Fruta EMEA Belgium Beer and Beyond Beer : Ableforths – Bathtub, Belle-Vue, Chernigivske, Corona Cero, Corona Extra, Cubanisto, Deus, Ginette, Goose Island, Hoegaarden, Hoegaarden 0.0%, Jupiler, Jupiler 0.0%, Kwak, Leffe, Leffe 0.0%, Nutrl Vodka, Stella Artois, Stella Artois 0.0%, Tripel Karmeliet, Victoria -39- Table of Contents Country by Region Brands France Beer and Beyond Beer : Beck’s, Bud, Bud 0.0%, Chernigivske, Corona Cero, Corona Extra, Corona Sunset, Cubanisto, Deus, Ginette, Goose Island, Hoegaarden, Hoegaarden 0.0%, Jupiler, Jupiler 0.0%, Kwak, Leffe, Leffe 0.0%, Stella Artois, Tripel Karmeliet, Victoria Germany Beer and Beyond Beer : Ableforths – Bathtub, Beck’s, Beck’s 0.0%, Beck’s Unfiltered, Chernigivske, Corona Cero, Corona Extra, Diebels, Franziskaner, Franziskaner Non Alcoholic, Haake-Beck, Hasseroeder, Lowenbrau, San Miguel, Spaten, Stella Artois Italy Beer and Beyond Beer : Bass, Beck’s, Beck’s 0.0%, Beck’s Unfiltered, Birra del Borgo, Chernigivske, Corona Extra, Franziskaner, Goose Island, Hoegaarden, Kwak, Leffe, Lowenbrau, Spaten, Stella Artois, Tennent’s Super Luxembourg Beer and Beyond Beer : Ableforths – Bathtub, Beck’s 0.0%, Belle-Vue, Chernigivske, Corona Cero, Corona Extra, Deus, Diekirch, Franziskaner, Franziskaner 0.0%, Ginette, Hoegaarden, Hoegaarden 0.0%, Jupiler, Jupiler 0.0%, Kwak, Leffe, Leffe 0.0%, Mousel, Nutrl Vodka, Stella Artois, Stella Artois 0.0%, Tripel Karmeliet, Victoria Netherlands Beer and Beyond Beer : Ableforths – Bathtub, Beck’s, Beck’s 0.0%, Belle-Vue, Bud, Bud 0.0%, Camden, Chernigivske, Corona Cero, Corona Extra, Cubanisto, Deus, Dommelsch, Franziskaner, Franziskaner 0.0%, Ginette, Goose Island, Hertog Jan, Hertog Jan 0.0%, Hoegaarden, Hoegaarden 0.0%, Jupiler, Jupiler 0.0%, Kwak, Leffe, Leffe 0.0%, Lowenbrau, Spaten, Stella Artois, Tripel Karmeliet, Victoria Spain Beer and Beyond Beer : Budweiser, Corona Cerveza, Dorada, La Virgen, Leffe, Spaten, Stella Artois, Tropical United Kingdom Beer and Beyond Beer : Ableforths – Bathtub, Bass, Beck’s, Beck’s Blue, Belle-Vue, Birra del Borgo, Boddingtons, Brahma, Budweiser, Budweiser 0.0%, Bud Light, Bud Light Seltzer, Camden, Chernigivske, Corona Cero, Corona Extra, Corona Hard Seltzer, Franziskaner, Franziskaner 0.0%, Goose Island, Hoegaarden, Hoegaarden 0.0%, Leffe, Leffe 0.0%, Lowenbrau, Magners Cidre, Mahou, Michelob Ultra, Mike’s, Spaten, Stella Artois, Stella Artois Unfiltered, Tennent’s Super, Tripel Karmeliet Botswana Beer and Beyond Beer : Beer Powder, Brutal Fruit, Budweiser, Carling Black Label, Castle Free, Castle Lager, Castle Lite, Castle Milk Stout, Corona, Flying Fish, Hansa Pilsener, Redd’s, Stella Artois, St.
María Panama Beer : Atlas Golden Xtra, Balboa, Becks, Budweiser, Corona, Hoegaarden, Leffe, Michelob ULTRA, Modelo Especial, Modelo Negra, Stella Artois Non-Beer : 7UP, Mirinda, Orange Crush, Pepsi, Pony Malta, Red Bull Peru Beer and Beyond Beer : Arequipeña, Barbarian, Becks, Budweiser, Corona, Corona Tropical, Cristal, Cusqueña family, Golden, Kauffman, Michelob ULTRA, Mike’s Hard, Pacífico, Pilsen Callao, Pilsen Trujillo, San Juan, Stella Artois Non-Beer : Agua Tonica, Cristalina, Guaraná Antarctica, Maltin Power, Malta Cusqueña, San Mateo water, Viva Backus -46- Table of Contents Country by Region Brands South America Argentina Beer and Beyond Beer : Andes, Andes Origen, Brahma, Budweiser, Capriccio, Corona, Dante Robino Reserva, Dante Robino Varietales, Goose Island, Isidra, Michelob ULTRA, Mikes, Novecento, Novecento Raices, Patagonia Quilmes, Stella Artois, Temple Non-Beer : 7UP, Awafrut, Gatorade, H2OH!, Ortinal Mirinda, Paso de Los Toros, Pepsi, Red Bull, Rockstar Bolivia Beer : Báltica, Beck’s, Brahma, Chicha Taquiña, Corona, Coronita, Ducal, Huari, Paceña, Stella Artois, Taquiña Non-Beer : 7UP, Guarana, Gatorade, H20H!, Maltin, Pepsi Brazil Beer and Beyond Beer : Antarctica, Antarctica SubZero, Beats, Becks, Bohemia, Brahma, Brahma Duplo Malte, Budweiser, Colorado, Corona, Goose Island, Hoegaarden, Leffe, Magnifica, Michelob ULTRA, Mike’s Hard Lemonade, Original, Patagonia, Polar, Serramalte, Skol, Skol Puro Malte, Spaten, Stella Artois and Wälls Non-Beer : AMA, Antárctica Guaraná, Baré, Do Bem, Fusion, Gatorade, H2OH!, Lipton, Pepsi, Red Bull, Soda, Sukita, Tônica Antarctica Chile Beer : Baltica, Beck’s, Becker, Brahma, Budweiser, Corona, Coronita, Cusqueña, Goose Island, Hoegaarden, Kilometro 24.7, Leffe, Malta del Sur, Michelob ULTRA, Modelo Especial, Negra Modelo, Pilsen Del Sur, Quilmes, Stella Artois, Stella 0.0 Non-Beer : Corona Tropical Paraguay Beer : Antarctica, Baviera, Brahma, Brahma Subzero, Brahma Pomelo, Brahma Frutos Rojos, Budweiser, Bud66, Colorado, Corona, Michelob ULTRA, Norte, Ouro Fino, Patagonia, Pilsen, Pilsen Extra, Skol, Stella Artois, Stella 0.0 Non-Beer : Novecento, Caldén, Mike’s Uruguay Beer and Beyond Beer : Andes, Beck’s, Brahma, Budweiser, Corona, Dante Robino, Franziskaner, Goose Island, Hoegaarden, Leffe, Löwenbräu, Michelob ULTRA, Negra Modelo, Norteña, Novecento, Oceánica, Patagonia, Patricia, Pilsen, Quilmes, Skol, Stella Artois, Zillertal Non-Beer : 7UP, Gatorade, Guaraná, H2OH!, Mirinda, Paso de los Toros, Pepsi, Teem EMEA Belgium Beer and Beyond Beer : Ableforths – Bathtub, Belle-Vue, Corona Cero, Corona Extra, Cubanisto, Deus, Ginette, Goose Island, Hoegaarden, Hoegaarden 0.0%, Jupiler, Jupiler 0.0%, Kwak, Leffe, Leffe 0.0%, NÜTRL Vodka, Stella Artois, Stella Artois 0.0%, Tripel Karmeliet, Victoria -47- Table of Contents Country by Region Brands France Beer and Beyond Beer : Beck’s, Bud, Bud 0.0%, Corona Cero, Corona Extra, Corona Sunset, Cubanisto, Deus, Ginette, Goose Island, Hoegaarden, Hoegaarden 0.0%, Jupiler, Jupiler 0.0%, Kwak, Leffe, Leffe 0.0%, Stella Artois, Tripel Karmeliet, Victoria Germany Beer and Beyond Beer : Ableforths – Bathtub, Beck’s, Beck’s 0.0%, Beck’s Unfiltered, Corona Cero, Corona Extra, Diebels, Franziskaner, Franziskaner Non Alcoholic, Haake-Beck, Hasseroeder, Leffe, Lowenbrau, San Miguel, Spaten, Stella Artois Italy Beer and Beyond Beer : Bass, Beck’s, Beck’s 0.0%, Beck’s Unfiltered, Birra del Borgo, Bud, Corona Extra, Franziskaner, Goose Island, Hoegaarden, Kwak, Leffe, Lowenbrau, Spaten, Stella Artois, Tennent’s Super Luxembourg Beer and Beyond Beer : Ableforths – Bathtub, Beck’s 0.0%, Belle-Vue, Corona Cero, Corona Extra, Deus, Diekirch, Franziskaner, Franziskaner 0.0%, Ginette, Hoegaarden, Hoegaarden 0.0%, Jupiler, Jupiler 0.0%, Kwak, Leffe, Leffe 0.0%, NÜTRL Vodka, Stella Artois, Stella Artois 0.0%, Tripel Karmeliet, Victoria Netherlands Beer and Beyond Beer : Ableforths – Bathtub, Beck’s, Beck’s 0.0%, Belle-Vue, Bud, Bud 0.0%, Camden, Corona Cero, Corona Extra, Cubanisto, Deus, Dommelsch, Franziskaner, Franziskaner 0.0%, Ginette, Goose Island, Hertog Jan, Hertog Jan 0.0%, Hoegaarden, Hoegaarden 0.0%, Jupiler, Jupiler 0.0%, Kwak, Leffe, Leffe 0.0%, Lowenbrau, Spaten, Stella Artois, Tripel Karmeliet, Victoria Spain Beer and Beyond Beer : Budweiser, Corona Cerveza, Dorada, Franziskaner, Hoegaarden, Leffe, Modelo, Pacifico, Spaten, Stella Artois, Tropical United Kingdom Beer and Beyond Beer : Ableforths – Bathtub, Bass, Beck’s, Beck’s Blue, Belle-Vue, Birra del Borgo, Boddingtons, Brahma, Budweiser, Budweiser 0.0%, Bud Light, Bud Light Seltzer, Camden, Corona Cero, Corona Extra, Corona Hard Seltzer, Franziskaner, Franziskaner Non Alcoholic, Goose Island, Hoegaarden, Hoegaarden 0.0%, Leffe, Leffe 0.0%, Lowenbrau, Magners Cidre, Mahou, Michelob ULTRA, Mike’s, Modelo, Pacifico, Spaten, Stella Artois, Stella Artois Unfiltered, Tennent’s Super, Tripel Karmeliet, Via Roma Botswana Beer and Beyond Beer : Beer Powder, Brutal Fruit, Budweiser, Carling Black Label, Castle Free, Castle Lager, Castle Lite, Castle Milk Stout, Corona, Flying Fish, Hansa Pilsener, Redd’s, Stella Artois, St.
Except in limited cases (for example, our Hoegaarden brewery in Belgium), our breweries are not dedicated to one single brand of beer. This allows us to allocate production capacity efficiently within our group.
Except in limited cases, our breweries are not dedicated to one single brand of beer. This allows us to allocate production capacity efficiently within our group.
We have put in place programs and partnerships to ensure that our farmers have access to good seed varieties and technical training (skilled), improved insights and data (connected), and the ability to invest in and grow their business (financially empowered). SmartBarley has been -64- Table of Contents our primary agricultural technology program since 2013, currently live in 8 countries.
We have put in place programs and partnerships to ensure that our farmers have access to good seed varieties and technical training (skilled), improved insights and data (connected), and the ability to invest in and grow their business (financially empowered). SmartBarley has been our primary agricultural technology program since 2013, and was live in eight countries in 2023.
We also produce and distribute soft drinks, particularly in Central and South America and Africa, and Beyond Beer products, such as Cutwater and Bud Light Seltzer in the United States; Nutrl Seltzer, Palm Bay, and Mike’s Hard Lemonade in Canada; and Brutal Fruit and Flying Fish in South Africa.
We also produce and distribute soft drinks, particularly in Central and South America and Africa, and Beyond Beer products, such as Cutwater and NÜTRL Seltzer in the United States; NÜTRL Seltzer, Palm Bay, and Mike’s Hard Spirit in Canada; and Brutal Fruit and Flying Fish in South Africa.
The table below sets out our total volumes broken down by business segment for the periods shown: 2022 2021 2020 Market Volumes (million hectoliters) Volumes (% of total) Volumes (million hectoliters) Volumes (% of total) Volumes (million hectoliters) Volumes (% of total) North America 103 17.3 % 107 18.4 % 107 20.2 % Middle Americas 148 24.8 % 141 24.3 % 121 22.8 % South America 164 27.6 % 157 26.9 % 144 27.1 % EMEA 91 15.3 % 87 14.9 % 76 14.3 % Asia Pacific 89 15.0 % 88 15.2 % 82 15.4 % Global Export and Holding Companies 1 0.2 % 2 0.3 % 1 0.2 % Total 595 100.0 % 582 100.0 % 531 100.0 % See “Item 4.
The table below sets out our total volumes broken down by business segment for the periods shown: 2023 2022 2021 Market Volumes (million hectoliters) Volumes (% of total) Volumes (million hectoliters) Volumes (% of total) Volumes (million hectoliters) Volumes (% of total) North America 90 15.4 % 103 17.3 % 107 18.4 % Middle Americas 149 25.4 % 148 24.8 % 141 24.3 % South America 162 27.8 % 164 27.6 % 157 26.9 % EMEA 90 15.4 % 91 15.3 % 87 14.9 % Asia Pacific 93 15.9 % 89 15.0 % 88 15.2 % Global Export and Holding Companies 0 0.1 % 1 0.2 % 2 0.3 % Total 585 100.0 % 595 100.0 % 582 100.0 % See “Item 4.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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KEY FACTORS AFFECTING RESULTS OF OPERATIONS We consider acquisitions, divestitures and other structural changes, economic conditions and pricing, consumer preferences, our product mix, raw material and transport prices, the effect of our distribution arrangements, excise taxes, the effect of governmental regulations, foreign currency effects, weather and seasonality and widespread health emergencies to be the key factors influencing the results of our operations.
KEY FACTORS AFFECTING RESULTS OF OPERATIONS We consider economic conditions and pricing, raw material and transport prices, consumer preferences, our product mix, the effect of our distribution arrangements, acquisitions, divestitures and other structural changes, excise taxes, the effect of governmental regulations, foreign currency effects, weather and seasonality and widespread health emergencies to be the key factors influencing the results of our operations.
If our current assumptions and estimates, including projected revenues growth rates, competitive and consumer trends, weighted average cost of capital, terminal growth rates, and other market factors, are not met, or if valuation factors outside of our control, change unfavorably, the estimated fair value of the goodwill could be adversely affected, leading to a potential impairment in the future.
If our current assumptions and estimates, including projected revenues growth rates, competitive and consumer trends, weighted average cost of capital, terminal growth rates, and other market factors, are not met, or if valuation factors outside of our control, change unfavorably, the estimated fair value of goodwill could be adversely affected, leading to a potential impairment in the future.
(each, a “ Luxembourg Guarantor ”), the maximum aggregate liability of such Luxembourg Guarantor under its Guarantee (including any actual or contingent liabilities as a guarantor of Other Guaranteed Facilities (as such term is defined in the applicable indenture)) shall not exceed an amount equal to the aggregate of (without double counting): (A) the aggregate amount of all moneys received by such Luxembourg Guarantor and its subsidiaries as a borrower or issuer under the Other Guaranteed Facilities; (B) the aggregate amount of all outstanding intercompany loans made to such Luxembourg Guarantor and its Subsidiaries by other members of the AB InBev Group which have been directly or indirectly funded using the proceeds of borrowings under the debt securities issued under the indentures and the Other Guaranteed Facilities; and (C) an amount equal to 100% of the greater of (I) the sum of (x) such Luxembourg Guarantor’s own capital ( capitaux propres ) (as referred to in the Luxembourg law dated 19 December 2002 on the commercial register and annual accounts, as amended (the “ Luxembourg Law of 2002 ”), and as implemented by the Grand-Ducal regulation dated 18 December 2015 setting out the form and content of the presentation of the balance sheet and profit and loss account (the “ Luxembourg Regulation ”)) as reflected in such Luxembourg Guarantor’s then most recent annual accounts -111- Table of Contents approved by the competent organ of such Luxembourg Guarantor (as audited by its statutory auditor ( réviseur d’entreprises agréé ), if required by law) at the date of an enforcement of such Luxembourg Guarantor’s Guarantee and (y) any amounts owed by such Luxembourg Guarantor to any other member of the AB InBev Group which have not been funded, directly or indirectly, using the proceeds of borrowings under the Indentures or the Other Guaranteed Facilities (as defined below) and (II) the sum of (x) such Luxembourg Guarantor’s own capital ( capitaux propres ) (as referred to by article 34 of the Luxembourg Law of 2002 and as implemented by the Luxembourg Regulation) as reflected in its most recent annual accounts available as of the date of the applicable Indenture and (y) any amounts owed by such Luxembourg Guarantor to any other member of the AB InBev Group which have not been funded, directly or indirectly, using the proceeds of borrowings under the Indentures or the Other Guaranteed Facilities.
(each, a “ Luxembourg Guarantor ”), the maximum aggregate liability of such Luxembourg Guarantor under its Guarantee (including any actual or contingent liabilities as a guarantor of Other Guaranteed Facilities (as such term is defined in the applicable indenture)) shall not exceed an amount equal to the aggregate of (without double counting): (A) the aggregate amount of all moneys received by such Luxembourg Guarantor and its subsidiaries as a borrower or issuer under the Other Guaranteed Facilities; (B) the aggregate amount of all outstanding intercompany loans made to such Luxembourg Guarantor and its Subsidiaries by other members of the AB InBev Group which have been directly or indirectly funded using the proceeds of borrowings under the debt securities issued under the indentures and the Other Guaranteed Facilities; and (C) an amount equal to 100% of the greater of (I) the sum of (x) such Luxembourg Guarantor’s own capital ( capitaux propres ) (as referred to in the Luxembourg law dated 19 December 2002 on the commercial register and annual accounts, as amended (the “ Luxembourg Law of 2002 ”), and as implemented by the Grand-Ducal regulation dated 18 December 2015 setting out the form and content of the presentation of the balance sheet and profit and loss account (the “ Luxembourg Regulation ”)) as reflected in such Luxembourg Guarantor’s then most recent annual accounts approved by the competent organ of such Luxembourg Guarantor (as audited by its statutory auditor ( réviseur d’entreprises agréé ), if required by law) at the date of an enforcement of such Luxembourg Guarantor’s Guarantee and (y) any amounts owed by such Luxembourg Guarantor to any other member of the AB InBev Group which have not been funded, directly or indirectly, using the proceeds of borrowings under the Indentures or the Other Guaranteed Facilities (as defined below) and (II) the sum of (x) such Luxembourg Guarantor’s own capital ( capitaux propres ) (as referred to by article 34 of the Luxembourg Law of 2002 and as implemented by the Luxembourg Regulation) as reflected in its most recent annual accounts available as of the date of the applicable Indenture and (y) any amounts owed by such Luxembourg Guarantor to any other member of the AB InBev Group which have not been funded, directly or indirectly, using the proceeds of borrowings under the Indentures or the Other Guaranteed Facilities.
The discounted cash flow approach was applied for the Colombia, Rest of Middle Americas, South Africa, Rest of Africa and Rest of Asia Pacific cash-generating units. The key judgments, estimates and assumptions used in the discounted cash flow calculations are generally as follows: • Cash flows are based on our one-year and ten-year plan as approved by key management.
The discounted cash flow approach was applied for the Colombia, Rest of Middle Americas, South Africa, Rest of Africa and Rest of Asia Pacific cash-generating units. The key judgments, estimates and assumptions used in the discounted cash flow calculations are generally as follows: • Cash flows are based on our ten-year plan as approved by key management.
We believe free cash flow is useful to investors as it represents cash flows that could be used for return of capital to shareholders via dividends or share repurchases, repayment of debt or other strategic initiatives, including acquisitions. Free cash flow, however, has limitations as an analytical tool for investors.
We believe adjusted free cash flow is useful to investors as it represents cash flows that could be used for return of capital to shareholders via dividends or share repurchases, repayment of debt or other strategic initiatives, including acquisitions. Adjusted free cash flow, however, has limitations as an analytical tool for investors.
As a result, you should not consider free cash flow in isolation, or as a substitute for an analysis of our results as reported in our consolidated financial statements appearing elsewhere in this Form 20-F.
As a result, you should not consider adjusted free cash flow in isolation, or as a substitute for an analysis of our results as reported in our consolidated financial statements appearing elsewhere in this Form 20-F.
Although such sales volume figures are the result of a range of factors in addition to weather and seasonality, they are nevertheless broadly illustrative of the historical trend described above.
Although such sales volume figures are the result of a range of factors in addition to weather and seasonality, they are nevertheless broadly illustrative of the historical trend described above. B.
Non-cash items included in profit of the year include: depreciation, amortization and impairments, including impairment losses on goodwill, receivables and inventories; additions and reversals in provisions and employee benefits; losses and gains on sales of property, plant and equipment, intangible assets, subsidiaries and assets held for sale; equity share-based payment expenses; share of results of associates and joint ventures (including impairment); net finance cost; income tax expense and other non-cash items included in profit.
Non-cash items included in profit of the year include: depreciation, amortization and impairments, including impairment losses on goodwill, receivables and inventories; additions and reversals in provisions and employee benefits; losses and gains on sales of property, plant and equipment, intangible assets, subsidiaries and assets held for sale; equity share-based payment expenses; share of result of associates and joint ventures (including impairment); net finance cost; income tax expense and other non-cash items included in profit.
Free cash flow is a non-IFRS measure. The financial measure most directly comparable to and presented in accordance with IFRS in our consolidated statement of cash flow is cash flow from operating activities.
Adjusted free cash flow is a non-IFRS measure. The financial measure most directly comparable to and presented in accordance with IFRS in our consolidated statement of cash flow is cash flow from operating activities.
Although we believe that our judgments, assumptions and estimates are appropriate, actual results, under different assumptions or conditions, may differ from these estimates. Summary of Changes in Accounting Policies Effective 1 January 2023, mark-to-market gains/(losses) on derivatives related to the hedging of our share-based payment programs will be reported in exceptional net finance income/(cost).
Although we believe that our judgments, assumptions and estimates are appropriate, actual results, under different assumptions or conditions, may differ from these estimates. Summary of Changes in Accounting Policies Effective 1 January 2023, mark-to-market gains/(losses) on derivatives related to the hedging of our share-based payment programs are reported in exceptional net finance income/(cost).
G. CONTRACTUAL OBLIGATIONS AND CONTINGENCIES Contractual Obligations Please refer to “—H. Liquidity and Capital Resources—Funding Sources—Borrowings” for further information regarding our short-term borrowings and long-term debt.
CONTRACTUAL OBLIGATIONS AND CONTINGENCIES Contractual Obligations Please refer to “—H. Liquidity and Capital Resources—Funding Sources—Borrowings” for further information regarding our short-term borrowings and long-term debt.
The size and timing of contributions will usually depend upon the performance of investment markets. Depending on the country and plan in question, the funding level will be monitored periodically and the contribution amount amended appropriately. Consequently, it is not possible to predict with any certainty the amounts that might become payable from 2023 onwards.
The size and timing of contributions will usually depend upon the performance of investment markets. Depending on the country and plan in question, the funding level will be monitored periodically and the contribution amount amended appropriately. Consequently, it is not possible to predict with any certainty the amounts that might become payable from 2024 onwards.
As at 31 December 2022, the following M&A related commitments existed: • As part of the 2012 shareholders agreement between our subsidiary Ambev and E. León Jimenes S.A. (“ ELJ ”), following the acquisition of Cervecería Nacional Dominicana S.A. (“ CND ”), a put and call option is in place which may result in Ambev acquiring additional shares in CND.
As at 31 December 2023, the following M&A related commitments existed: • As part of the 2012 shareholders agreement between our subsidiary Ambev and E. León Jimenes S.A. (“ ELJ ”), following the acquisition of Cervecería Nacional Dominicana S.A. (“ CND ”), a put and call option is in place which may result in Ambev acquiring additional shares in CND.
Due to the inherent uncertain nature of litigation, the ultimate outcome or actual cost of settlement may materially vary from estimates. -79- Table of Contents Deferred and Current Income Taxes We recognize deferred tax effects of tax loss carry-forwards and temporary differences between the financial statement carrying amounts and the tax basis of our assets and liabilities.
Due to the inherent uncertain nature of litigation, the ultimate outcome or actual cost of settlement may materially vary from estimates. -86- Table of Contents Deferred and Current Income Taxes We recognize deferred tax effects of tax loss carry-forwards and temporary differences between the financial statement carrying amounts and the tax basis of our assets and liabilities.
For additional information on tangible assets, goodwill, intangible assets, and impairments, see notes 8, 13, 14 and 15 to our audited consolidated financial statements as of 31 December 2022 and 2021, and for the three years ended 31 December 2022. Pension and Other Post-Retirement Benefits We sponsor various post-employment benefit plans worldwide.
For additional information on tangible assets, goodwill, intangible assets, and impairments, see notes 8, 13, 14 and 15 to our audited consolidated financial statements as of 31 December 2023 and 2022, and for the three years ended 31 December 2023. Pension and Other Post-Retirement Benefits We sponsor various post-employment benefit plans worldwide.
Our overriding objectives when managing capital resources are to safeguard the business as a going concern and to optimize our capital structure so as to maximize shareholder value while keeping the desired financial flexibility to execute strategic projects. -101- Table of Contents Our optimal capital structure remains a net debt to Normalized EBITDA ratio of around 2x.
Our overriding objectives when managing capital resources are to safeguard the business as a going concern and to optimize our capital structure so as to maximize shareholder value while keeping the desired financial flexibility to execute strategic projects. -107- Table of Contents Our optimal capital structure remains a net debt to Normalized EBITDA ratio of around 2x.
We disclose material contingent liabilities unless the possibility of any loss arising is considered remote, and material contingent assets where the inflow of economic benefits is probable. We discuss our material contingencies in note 29 to our audited consolidated financial statements as of 31 December 2022 and 2021, and for the three years ended 31 December 2022.
We disclose material contingent liabilities unless the possibility of any loss arising is considered remote, and material contingent assets where the inflow of economic benefits is probable. We discuss our material contingencies in note 29 to our audited consolidated financial statements as of 31 December 2023 and 2022, and for the three years ended 31 December 2023.
To the extent that we believe that the realization of a contingency is possible (but not probable) and is above certain materiality thresholds, we have disclosed those items in note 29 to our audited consolidated financial statements as of 31 December 2022 and 2021, and for the three years ended 31 December 2022. H.
To the extent that we believe that the realization of a contingency is possible (but not probable) and is above certain materiality thresholds, we have disclosed those items in note 29 to our audited consolidated financial statements as of 31 December 2023 and 2022, and for the three years ended 31 December 2023. H.
We also have established a U.S. commercial paper program for an aggregate outstanding amount not exceeding USD 5.0 billion. As of 31 December 2022, we had no outstanding commercial paper under these programs. Our ability to borrow additional amounts under the programs is subject to investor demand.
We also have established a U.S. commercial paper program for an aggregate outstanding amount not exceeding USD 5.0 billion. As of 31 December 2023, we had no outstanding commercial paper under these programs. Our ability to borrow additional amounts under the programs is subject to investor demand.
Risk Factors—Risks Relating to Us and Our Activities—Market Risks—We are exposed to developing market risks, including the risks of devaluation, nationalization and inflation.” Widespread Health Emergencies Our results of operations have been and may continue to be negatively impacted by public health crises and global pandemics (or concerns over the possibility of such a crisis), such as the COVID-19 pandemic and the actions taken in response to it, which can cause a decline in consumer demand for our products.
Risk Factors—Risks Relating to Us and Our Activities—Market Risks—We are exposed to developing market risks, including the risks of devaluation, nationalization and inflation.” Widespread Health Emergencies Our results of operations have in the past been, and may in the future be, negatively impacted by public health crises and global pandemics (or concerns over the possibility of such a crisis), such as the COVID-19 pandemic and the actions taken in response to it, which can cause a decline in consumer demand for our products.
Please refer to note 27 to our audited consolidated financial statements as of 31 December 2022 and 2021, and for the three years ended 31 December 2022, and in particular to the discussions therein on “Liquidity Risk”, for more information regarding the maturity of our contractual obligations, including interest payments and derivative financial assets and liabilities.
Please refer to note 27 to our audited consolidated financial statements as of 31 December 2023 and 2022, and for the three years ended 31 December 2023, and in particular to the discussions therein on “Liquidity Risk”, for more information regarding the maturity of our contractual obligations, including interest payments and derivative financial assets and liabilities.
The financial information and related discussion and analysis contained in this item are presented in U.S. dollars except as otherwise specified. Unless otherwise specified, the financial information analysis in this Form 20-F is based on our audited consolidated financial statements as of 31 December 2022 and 2021, and for the three years ended 31 December 2022.
The financial information and related discussion and analysis contained in this item are presented in U.S. dollars except as otherwise specified. Unless otherwise specified, the financial information analysis in this Form 20-F is based on our audited consolidated financial statements as of 31 December 2023 and 2022, and for the three years ended 31 December 2023.
Consolidated Financial Statements and Other Financial Information—Legal and Arbitration Proceedings” and in note 29 to our audited consolidated financial statements as of 31 December 2022 and 2021 and for the three years ended 31 December 2022, legal proceedings covering a wide range of matters are pending or threatened in various jurisdictions against us.
Consolidated Financial Statements and Other Financial Information—Legal and Arbitration Proceedings” and in note 29 to our audited consolidated financial statements as of 31 December 2023 and 2022 and for the three years ended 31 December 2023, legal proceedings covering a wide range of matters are pending or threatened in various jurisdictions against us.
Items excluded from Normalized EBITDA are our share of results of associates and joint ventures, profit from discontinued operations (if any), exceptional items, depreciation and amortization, impairment, financial charges and corporate income taxes, which management does not consider to be items that drive our underlying business performance.
Items excluded from Normalized EBITDA are our share of result of associates and joint ventures, profit from discontinued operations (if any), exceptional items, depreciation and amortization, impairment, financial charges and corporate income taxes, which management does not consider to be items that drive our underlying business performance.
SIGNIFICANT ACCOUNTING POLICIES For a summary of all of our significant accounting policies, see note 3 to our audited consolidated financial statements as of 31 December 2022 and 2021, and for the three years ended 31 December 2022 included in this Form 20-F. We believe that the following are our critical accounting policies.
SIGNIFICANT ACCOUNTING POLICIES For a summary of all of our significant accounting policies, see note 3 to our audited consolidated financial statements as of 31 December 2023 and 2022, and for the three years ended 31 December 2023 included in this Form 20-F. We believe that the following are our critical accounting policies.
ITEM 5. OPERATING AND FINANCIAL REVIEW The following is a review of our financial condition and results of operations as of 31 December 2022 and 2021, and for the three years ended 31 December 2022, and of the key factors that have affected or are expected to be likely to affect our ongoing and future operations.
ITEM 5. OPERATING AND FINANCIAL REVIEW The following is a review of our financial condition and results of operations as of 31 December 2023 and 2022, and for the three years ended 31 December 2023, and of the key factors that have affected or are expected to be likely to affect our ongoing and future operations.
Employee services received, and the corresponding increase in equity, are measured by reference to the fair value of the equity instruments as of the date of grant. Fair value of stock options is estimated by using the binomial Hull model on the date of grant based on certain assumptions. No stock options were granted in 2021 and 2022.
Employee services received, and the corresponding increase in equity, are measured by reference to the fair value of the equity instruments as of the date of grant. Fair value of stock options is estimated by using the binomial Hull model on the date of grant based on certain assumptions. No stock options were granted in 2022 and 2023.
See also note 16 to our audited consolidated financial statements as of 31 December 2022 and 2021, and for the three years ended 31 December 2022 included in this Form 20-F for details regarding non-cash impairment on investments in associates.
See also note 16 to our audited consolidated financial statements as of 31 December 2023 and 2022, and for the three years ended 31 December 2023 included in this Form 20-F for details regarding non-cash impairment on investments in associates.
(2) For a discussion of how we use Normalized EBITDA, and its limitations, and a table showing the calculation of our Normalized EBITDA, for the periods shown, see “—Normalized EBITDA” below. -81- Table of Contents Volumes Our reported volumes include both beer and Beyond Beer and non-beer (primarily carbonated soft drinks) volumes.
(2) For a discussion of how we use Normalized EBITDA, and its limitations, and a table showing the calculation of our Normalized EBITDA, for the periods shown, see “—Normalized EBITDA” below. Volumes Our reported volumes include both beer and Beyond Beer and non-beer (primarily carbonated soft drinks) volumes.
Items excluded from profit from operations, before exceptional items, are our share of results of associates and joint ventures, profit from discontinued operations (if any), exceptional items, financial charges and corporate income taxes, which management does not consider to be items that drive our underlying business performance.
Items excluded from profit from operations, before exceptional items, are our share of result of associates and joint ventures, profit from discontinued operations (if any), exceptional items, financial charges and corporate income taxes, which management does not consider to be items that drive our underlying business performance.
We will pay any dividend equivalent, after tax in respect of the loaned securities. This payment will be reported through equity as dividend. As of 31 December 2022, 30 million loaned securities were used to fulfil stock option plan commitments.
We will pay any dividend equivalent, after tax in respect of the loaned securities. This payment will be reported through equity as dividend. As of 31 December 2023, 30 million loaned securities were used to fulfil stock option plan commitments.
For our definition of Normalized EBITDA, see “—E. Results of Operations—Year Ended 31 December 2022 Compared to the Year Ended 31 December 2021 —Normalized EBITDA.” We have also entered into certain financial instruments in order to mitigate interest rate risks.
For our definition of Normalized EBITDA, see “—E. Results of Operations—Year Ended 31 December 2023 Compared to the Year Ended 31 December 2022 —Normalized EBITDA.” We have also entered into certain financial instruments in order to mitigate interest rate risks.
Where the calculated amount of a defined benefit plan liability is negative (an asset), we recognize such asset to the extent that economic benefits are available to us either from refunds or reductions in future contributions. -78- Table of Contents Assumptions used to value defined benefit liabilities are based on actual historical experience, plan demographics, external data regarding compensation and economic trends.
Where the calculated amount of a defined benefit plan liability is negative (an asset), we recognize such asset to the extent that economic benefits are available to us either from refunds or reductions in future contributions. Assumptions used to value defined benefit liabilities are based on actual historical experience, plan demographics, external data regarding compensation and economic trends.
The hyperinflation accounting in 2022 and 2021 results from the combined effect of the indexation to reflect changes in purchasing power on the results for 2022 and 2021, and the translation of those results at the closing rate of the period, rather than the average year-to-date rate applied to the results of the full year 2022 and 2021.
The hyperinflation accounting in 2023 and 2022 results from the combined effect of the indexation to reflect changes in purchasing power on the results for 2023 and 2022, and the translation of those results at the closing rate of the period, rather than the average year-to-date rate applied to the results of the full year 2023 and 2022.
Except for exchange differences on transactions entered into in order to hedge certain foreign currency risk and exchange rate differences on monetary items that form part of the net investment in the foreign operations, gains and losses resulting from the settlement of foreign currency transactions and from the translation of monetary assets and liabilities in currencies other than an operating company’s functional currency are recognized in the income statement.
Except for exchange differences on transactions entered into in order to hedge certain foreign currency risk and exchange rate differences on monetary items that form part of the net investment in the foreign operations, gains and losses resulting from the settlement of foreign currency transactions and from the translation of monetary assets and liabilities in currencies other than an operating company’s functional -80- Table of Contents currency are recognized in the income statement.
Information regarding our pension commitments and funding arrangements is described in our Significant Accounting Policies and in note 23 to our audited consolidated financial statements as of 31 December 2022 and 2021, and for the three years ended 31 December 2022.
Information regarding our pension commitments and funding arrangements is described in our Significant Accounting Policies and in note 23 to our audited consolidated financial statements as of 31 December 2023 and 2022, and for the three years ended 31 December 2023.
Key Factors Affecting Results of Operations—Acquisitions, Divestitures and Other Structural Changes” for further information on significant acquisitions, divestitures, investments, transfers of activities between business segments and other structural changes in the years ended 31 December 2022 and 2021.
Key Factors Affecting Results of Operations—Acquisitions, Divestitures and Other Structural Changes” for further information on significant acquisitions, divestitures, investments, transfers of activities between business segments and other structural changes in the years ended 31 December 2023 and 2022.
You should read the following discussion and analysis in conjunction with our audited consolidated financial statements and the accompanying notes included elsewhere in this Form 20-F. Some of the information contained in this discussion, including information with respect to our plans and strategies for our business and our expected sources of financing, contain forward-looking statements that involve risk and uncertainties.
You should read the following discussion and analysis in conjunction with our audited consolidated financial statements and the accompanying notes included elsewhere in this Form 20-F. -75- Table of Contents Some of the information contained in this discussion, including information with respect to our plans and strategies for our business and our expected sources of financing, contain forward-looking statements that involve risk and uncertainties.
Changes in these assumptions may cause us to recognize impairments or losses in future periods. -80- Table of Contents Although our intention is to maintain these instruments through maturity, they may be realized at our discretion.
Changes in these assumptions may cause us to recognize impairments or losses in future periods. -87- Table of Contents Although our intention is to maintain these instruments through maturity, they may be realized at our discretion.
F. IMPACT OF CHANGES IN FOREIGN EXCHANGE RATES Foreign exchange rates have a significant impact on our consolidated financial statements.
IMPACT OF CHANGES IN FOREIGN EXCHANGE RATES Foreign exchange rates have a significant impact on our consolidated financial statements.
Please refer to our consolidated cash flow statement in our audited consolidated financial statements as of 31 December 2022 and 2021, and for the three years ended 31 December 2022 for a more comprehensive overview of our cash flow from operating activities.
Please refer to our consolidated cash flow statement in our audited consolidated financial statements as of 31 December 2023 and 2022, and for the three years ended 31 December 2023 for a more comprehensive overview of our cash flow from operating activities.
Key Factors Affecting Results of Operations—Excise Taxes.” The following table reflects changes in revenue across our business segments for the year ended 31 December 2022 as compared to our revenue for the year ended 31 December 2021.
Key Factors Affecting Results of Operations—Excise Taxes.” The following table reflects changes in revenue across our business segments for the year ended 31 December 2023 as compared to our revenue for the year ended 31 December 2022.
Please refer to note 27 of our audited consolidated financial statements as of 31 December 2022 and 2021, and for the three years ended 31 December 2022 for a description of the currencies of our financial liabilities and a description of the financial instruments we use to hedge our liabilities.
Please refer to note 27 of our audited consolidated financial statements as of 31 December 2023 and 2022, and for the three years ended 31 December 2023 for a description of the currencies of our financial liabilities and a description of the financial instruments we use to hedge our liabilities.
See also note 6 and note 8 to our audited consolidated financial statements as of 31 December 2022 and 2021, and for the three years ended 31 December 2022 included in this Form 20-F.
See also note 6 and note 8 to our audited consolidated financial statements as of 31 December 2023 and 2022, and for the three years ended 31 December 2023 included in this Form 20-F.
Increases in the prices of our products could affect demand among consumers, and, thus, our sales volumes and revenue. Even though we seek to minimize the impact of such fluctuations through financial and physical hedging, the results of our hedging activities may vary across time. -71- Table of Contents As further discussed under “Item 11.
Increases in the prices of our products could affect demand among consumers, and, thus, our sales volumes and revenue. Even though we seek to minimize the impact of such fluctuations through financial and physical hedging, the results of our hedging activities may vary across time. As further discussed under “Item 11.
For further details regarding our total current and non-current liabilities, please refer to note 22 of our audited consolidated financial statements as of 31 December 2022 and 2021, and for the three years ended 31 December 2022.
For further details regarding our total current and non-current liabilities, please refer to note 22 of our audited consolidated financial statements as of 31 December 2023 and 2022, and for the three years ended 31 December 2023.
During 2022, several currencies, such as the Argentinean peso, the Chinese yuan, the Colombian peso, the Euro and the South African rand depreciated against the U.S. dollar, while other currencies, such as the Brazilian real and the Mexican peso, appreciated against the U.S. dollar.
During 2023, several currencies, such as the Argentinean peso, the Chinese yuan and the South African rand depreciated against the U.S. dollar, while other currencies, such as the Brazilian real, the Colombian peso, the Euro and the Mexican peso, appreciated against the U.S. dollar.
See also note 11 to our audited consolidated financial statements as of 31 December 2022 and 2021, and for the three years ended 31 December 2022 included in this Form 20-F.
See also note 11 to our audited consolidated financial statements as of 31 December 2023 and 2022, and for the three years ended 31 December 2023 included in this Form 20-F.
Please refer to note 23 to our audited consolidated financial statements as of 31 December 2022 and 2021, and for the three years ended 31 December 2022 for further information on our employee benefit obligations.
Please refer to note 23 to our audited consolidated financial statements as of 31 December 2023 and 2022, and for the three years ended 31 December 2023 for further information on our employee benefit obligations.
See note 24 to our audited consolidated financial statements as of 31 December 2022 and 2021, and for the three years ended 31 December 2022 included in this Form 20-F.
See note 24 to our audited consolidated financial statements as of 31 December 2023 and 2022, and for the three years ended 31 December 2023 included in this Form 20-F.
Although seasonal factors affect the business, they have little effect on our borrowing requirements.
Although seasonal factors affect our business, they have little effect on our borrowing requirements.
The net increase resulted from the profit attributable to equity shareholders partially offset by dividends paid and foreign exchange losses on translation of foreign operations primarily related to the combined effect of the weakening of the closing rates of the Argentinean peso, the Chinese yuan, the Colombian peso, the South African rand and the Euro, which resulted in a net foreign exchange translation adjustment of USD 1 123 million as of 31 December 2022 (decrease of equity), compared to USD 68,669 million as of 31 December 2021.
The net increase resulted from the profit attributable to equity shareholders partially offset by dividends paid and foreign exchange losses on translation of foreign operations primarily related to the combined effect of the weakening of the closing rates of the Argentinean peso, the Chinese yuan, the Colombian peso, the South African rand and the Euro, which resulted in a net foreign exchange translation adjustment of USD 1,123 million as of 31 December 2022 (decrease of equity).
Increases in excise and other indirect taxes applicable to our products either on an absolute basis or relative to the levels applicable to other beverages tend to adversely affect our revenue or margins, both by reducing overall consumption and by encouraging consumers to switch to lower-taxed categories of beverages.
Increases in excise and other indirect taxes applicable to our products either on an absolute basis or relative to the levels applicable to other beverages tend to adversely affect -79- Table of Contents our revenue or margins, both by reducing overall consumption and by encouraging consumers to switch to lower-taxed categories of beverages.
EQUITY INVESTMENTS See note 16 to our audited consolidated financial statements as of 31 December 2022 and 2021, and for the three years ended 31 December 2022 for more information. E.
EQUITY INVESTMENTS See note 16 to our audited consolidated financial statements as of 31 December 2023 and 2022, and for the three years ended 31 December 2023 for more information. E.
In comparison with profit attributable to our equity holders, profit before exceptional items, attributable to equity holders of AB InBev and underlying profit, attributable to equity holders of AB InBev exclude items which are exceptional, which do not impact the day-to-day operation of our primary business, and underlying profit further excludes items over which management has no control, such as the effects of hyperinflation of Argentina.
In comparison with profit attributable to our equity holders, underlying profit attributable to equity holders of AB InBev excludes items which are exceptional, which do not impact the day-to-day operation of our primary business, and items over which management has no control, such as the effects of hyperinflation of Argentina.
In comparison with basic earnings per share, basic EPS before exceptional items and Underlying EPS exclude items which are exceptional, which do not impact the day-to-day operation of our primary business, and Underlying EPS further excludes items over which management has no control, such as the effects of hyperinflation of Argentina.
In comparison with basic earnings per share, Underlying EPS excludes items which are exceptional, which do not impact the day-to-day operation of our primary business, and items over which management has no control, such as the effects of hyperinflation of Argentina.
The following table sets forth the percentage of our revenue realized by currency for the years ended 31 December 2022 and 2021: Year ended 31 December, 2022 2021 U.S. dollar 28.8 % 29.6 % Brazilian real 14.5 % 12.4 % Mexican peso 10.7 % 9.4 % Chinese yuan 8.3 % 9.7 % Euro 5.4 % 6.2 % Colombian peso 4.2 % 4.1 % South African rand 4.0 % 4.0 % Canadian dollar 3.4 % 3.7 % Argentinean peso(1) 3.3 % 3.0 % Peruvian nuevo sol 2.9 % 2.6 % Dominican peso 2.1 % 2.1 % Pound sterling 2.1 % 2.7 % South Korean won 2.0 % 2.1 % Other 8.2 % 8.1 % Note: (1) Hyperinflation accounting was adopted in 2018 to report the company’s Argentinean operations.
The following table sets forth the percentage of our revenue realized by currency for the years ended 31 December 2023 and 2022: Year ended 31 December 2023 Year ended 31 December 2022 U.S. dollar 25.8 % 28.8 % Brazilian real 15.8 % 14.5 % Mexican peso 12.7 % 10.7 % Chinese yuan 8.5 % 8.3 % Euro 5.7 % 5.4 % Colombian peso 4.5 % 4.2 % South African rand 4.0 % 4.0 % Canadian dollar 3.2 % 3.4 % Peruvian nuevo sol 3.2 % 2.9 % Argentinean peso (1) 2.2 % 3.3 % Dominican peso 2.2 % 2.1 % Pound sterling 2.1 % 2.1 % South Korean won 1.9 % 2.0 % Other 8.3 % 8.2 % Note: (1) Hyperinflation accounting was adopted in 2018 to report the company’s Argentinean operations.
Please refer to note 27 of our audited consolidated financial statements as of 31 December 2022 and 2021, and for the three years ended 31 December 2022, “Item 11.
Please refer to note 27 of our audited consolidated financial statements as of 31 December 2023 and 2022, and for the three years ended 31 December 2023, “Item 11.
If the business combination is achieved in stages, the acquisition date carrying value of our previously held interest in the acquiree is remeasured to fair value at the acquisition date; any gains or losses arising from such remeasurement are -76- Table of Contents recognized in profit or loss.
If the business combination is achieved in stages, the acquisition date carrying value of our previously held interest in the acquiree is remeasured to fair value at the acquisition date; any gains or losses arising from such remeasurement are recognized in profit or loss.
Please also refer to note 22 of our audited consolidated financial statements as of 31 December 2022 and 2021, and for the three years ended 31 December 2022. Free Cash Flow We define free cash flow as our cash flow from operating activities minus our net capital expenditure.
Please also refer to note 22 of our audited consolidated financial statements as of 31 December 2023 and 2022, and for the three years ended 31 December 2023. Adjusted Free Cash Flow We define adjusted free cash flow as our cash flow from operating activities minus our net capital expenditure.
As at 31 December 2022, the restrictions above mentioned were not deemed significant on the company’s ability to access or use the assets or settle the liabilities of the operating subsidiaries. -105- Table of Contents Dividends paid to us by certain of our subsidiaries are also subject to withholding taxes. Withholding tax, if applicable, generally does not exceed 15%.
As at 31 December 2023, the restrictions above mentioned were not deemed significant on the company’s ability to access or use the assets or settle the liabilities of the operating subsidiaries. -111- Table of Contents Dividends paid to us by certain of our subsidiaries are also subject to withholding taxes. Withholding tax, if applicable, generally does not exceed 15%.
Risk Factors—Risks Relating to Our Business—We may not be able to obtain the necessary funding for our future capital or refinancing needs and may face financial risks due to our level of debt, uncertain market conditions and as a result of the potential downgrading of our credit ratings.” Our cash, cash equivalents and short-term investments in debt securities, less bank overdrafts, as of 31 December 2022 amounted to USD 9.9 billion.
Risk Factors—Risks Relating to Our Business—We may not be able to obtain the necessary funding for our future capital or refinancing needs and may face financial risks due to our level of debt, uncertain market conditions and as a result of the potential downgrading of our credit ratings.” Our cash, cash equivalents and short-term investments in debt securities, less bank overdrafts, as of 31 December 2023 amounted to USD 10.4 billion.
One of the primary limitations of free cash flow is that it does not represent residual cash flows available exclusively for management’s discretionary use, as it is not adjusted for certain of our non-discretionary obligations, such as the repayment of principal amounts borrowed.
One of the primary limitations of adjusted free cash flow is that it does not represent residual cash flows available exclusively for management’s discretionary use, as it is not adjusted for certain of our non-discretionary obligations, such as the repayment of principal amounts borrowed and other financing cash flows.
The SLL Revolving Facility has an initial five-year term and incorporates a pricing mechanism that incentivizes improvement in key performance areas that are aligned with and contribute to our 2025 Sustainability Goals. Effective as of 17 March 2022, we exercised our option to extend the maturity of the facility until February 2027.
The SLL Revolving Facility has an initial five-year term and incorporates a pricing mechanism that incentivizes improvement in key performance areas that are aligned with and contribute to our 2025 Sustainability Goals. Effective as of 17 March 2022, we exercised the first of our two options to extend the maturity of the facility until February 2027.
A substantial portion of our operations is carried out through our four largest subsidiaries: Anheuser-Busch Companies (wholly owned); Ambev (61.77% owned as of 31 December 2022); Grupo Modelo (wholly owned); Budweiser APAC (87.22% owned as of 31 December 2022); and their respective subsidiaries. Throughout the world, we are primarily active in the beer business.
A substantial portion of our operations is carried out through our four largest subsidiaries: Anheuser-Busch Companies (wholly owned); Ambev (61.76% owned as of 31 December 2023); Grupo Modelo (wholly owned); Budweiser APAC (87.22% owned as of 31 December 2023); and their respective subsidiaries. Throughout the world, we are primarily active in the beer business.
In particular: -73- Table of Contents • Changes in the value of our operating companies’ functional currencies against other currencies in which their costs and expenses are priced may affect those operating companies’ cost of sales and operating expenses, and, thus, negatively impact their operating margins in functional currency terms.
In particular: • Changes in the value of our operating companies’ functional currencies against other currencies in which their costs and expenses are priced may affect those operating companies’ cost of sales and operating expenses, and, thus, negatively impact their operating margins in functional currency terms.
Under the EMTN Programme, we may issue notes on a continuing basis up to a maximum aggregate principal amount of EUR 40.0 billion (USD 42.7 2 billion) or its equivalent in other currencies. Such notes may be fixed, floating, zero coupon or a combination of these.
Under the EMTN Programme, we may issue notes on a continuing basis up to a maximum aggregate principal amount of EUR 40.0 billion (USD 44.2 1 billion) or its equivalent in other currencies. Such notes may be fixed, floating, zero coupon or a combination of these.
The prevailing geopolitical instability and sustained inflation (including as a result of the ongoing conflict between Russia and Ukraine) have resulted in increased pressure on the supply chain and increased energy costs, which may increase the cost of manufacturing, selling and delivering our products.
The prevailing geopolitical instability and sustained inflation (including as a result of the ongoing conflict between Russia and Ukraine and in the Middle East, including the conflict in the Red Sea) have resulted in increased pressure on the supply chain and increased energy costs, which may increase the cost of manufacturing, selling and delivering our products.
For further information on how changes in these assumptions could change the amounts recognized, see the sensitivity analysis within note 23 to our audited consolidated financial statements as of 31 December 2022 and 2021, and for the three years ended 31 December 2022. A significant portion of our plan assets is invested in equity and debt securities.
For further information on how changes in these assumptions could change the amounts recognized, see the sensitivity analysis within note 23 to our audited consolidated financial statements as of 31 December 2023 and 2022, and for the three years ended 31 December 2023. -85- Table of Contents A significant portion of our plan assets is invested in equity and debt securities.
We compensate for these limitations, in addition to using profit from operations, before exceptional items and Normalized EBITDA by relying on our results calculated in accordance with IFRS. Our Normalized EBITDA amounted to USD 19,843 million for the year ended 31 December 2022.
We compensate for these limitations, in addition to using profit from operations, before exceptional items and Normalized EBITDA by relying on our results calculated in accordance with IFRS. Our Normalized EBITDA amounted to USD 19,976 million for the year ended 31 December 2023.
Consumer preferences may shift due to a variety of factors, including changes in demographics, changes in social trends, such as consumer health concerns, product attributes and ingredients, changes in travel, weather, vacation or leisure activity patterns, or negative publicity resulting from regulatory action, litigation, our sponsorship relations or campaigns by activists.
Consumer preferences may shift due to a variety of factors, including changes in demographics, changes in social trends, such as consumer health concerns, product attributes and ingredients, changes in travel, weather, vacation or leisure activity patterns, or negative publicity resulting from regulatory action, litigation, our sponsorship relations or campaigns, actions or statements by activists or other public figures.
Some limitations of Profit from operations, before exceptional items and/or Normalized EBITDA are: -91- Table of Contents • Profit from operations, before exceptional items and Normalized EBITDA do not reflect the impact of financing costs on our operating performance.
Some limitations of Profit from operations, before exceptional items and/or Normalized EBITDA are: • Profit from operations, before exceptional items and Normalized EBITDA do not reflect the impact of financing costs on our operating performance.
Basic earnings per share of USD 2.97 is based on 2,013 million shares outstanding, representing the weighted average number of ordinary and restricted shares outstanding during the year ended 31 December 2022, where weighted average number of ordinary and restricted shares means, for any period, the number of shares outstanding at the beginning of the period, adjusted by the number of shares canceled, repurchased or issued during the period, including deferred share instruments and stock lending, multiplied by a time-weighting factor.
Basic earnings per share of USD 2.65 is based on 2,016 million shares outstanding, representing the weighted average number of ordinary and restricted shares outstanding during the year ended 31 December 2023, where weighted average number of ordinary and restricted shares means, for any period, the number of shares outstanding at the beginning of the period, adjusted by the number of shares canceled, repurchased or issued during the period, including deferred share instruments and stock lending, multiplied by a time-weighting factor.
The negative impact of unfavorable currency translation effects, including hyperinflation accounting impact, on our consolidated revenue in the year ended 31 December 2022 was USD 2.1 billion, primarily as a result of the impact of the currencies listed above.
The negative impact of unfavorable currency translation effects, including hyperinflation accounting impact, on our consolidated revenue in the year ended 31 December 2023 was USD 2.7 billion, primarily as a result of the impact of the currencies listed above.
For the cash generating units subject to a discounted cash flow approach, the WACC applied in US dollar nominal terms were as follows: 77 Table of Contents Year ended 31 December 2022 Year ended 31 December 2021 Colombia 8 % 6 % Rest of Middle Americas 9 % 10 % South Africa 9 % 8 % Rest of Africa 15 % 10 % Rest of Asia Pacific 7 % 6 % During its valuation, the company ran sensitivity analysis for key assumptions including the weighted average cost of capital and the terminal growth rate, in particular for the valuations of the Colombia, South Africa and Rest of Africa cash-generating units that show the highest invested capital to Normalized EBITDA multiple.
For the cash generating units subject to a discounted cash flow approach, the WACC applied in US dollar nominal terms were as follows: Year ended 31 December 2023 Year ended 31 December 2022 Colombia 10 % 8 % Rest of Middle Americas 13 % 9 % South Africa 11 % 9 % Rest of Africa 14 % 15 % Rest of Asia Pacific 7 % 7 % -84- Table of Contents During its valuation, the company ran sensitivity analysis for key assumptions including the weighted average cost of capital, the terminal growth rate and the applied market multiple, in particular for the valuations of Colombia, South Africa and Rest of Africa cash-generating units that show the highest invested capital to Normalized EBITDA multiple.
High temperatures and prolonged periods of warm weather favor increased consumption of our products, while unseasonably cool or wet weather, especially during the spring and summer months, adversely affects our sales volumes and, consequently, our revenue.
Weather and Seasonality Weather conditions directly affect consumption of our products. High temperatures and prolonged periods of warm weather favor increased consumption of our products, while unseasonably cool or wet weather, especially during the spring and summer months, adversely affects our sales volumes and, consequently, our revenue.
As of 31 December 2022, the facility was fully undrawn. The terms of the SLL Revolving Facility are described under “Item 10. Additional Information—C. Material Contracts.” Our optimal capital structure remains a net debt to Normalized EBITDA ratio of around 2x. Our continued increased level of debt could have significant consequences, as described under “Item 3. Key Information—D.
The terms of the SLL Revolving Facility are described under “Item 10. Additional Information—C. Material Contracts.” Our optimal capital structure remains a net debt to Normalized EBITDA ratio of around 2x. Our continued increased level of debt could have significant consequences, as described under “Item 3. Key Information—D.
For example, in Brazil, which accounted for 11.9% of our profit from operations for the year ended 31 December 2022, current legislation permits the Brazilian government to impose temporary restrictions on remittances of foreign capital abroad in the event of a serious imbalance or an anticipated serious imbalance in Brazil’s balance of payments.
For example, in Brazil, which accounted for 14.6% of our profit from operations for the year ended 31 December 2023, current legislation permits the Brazilian government to impose temporary restrictions on remittances of foreign capital abroad in the event of a serious imbalance or an anticipated serious imbalance in Brazil’s balance of payments.
Estimates of interest and penalties on tax liabilities are also recorded. Where the final outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period such determination is made. Accounting for Derivatives Our risk management strategy includes the use of derivatives.
Where the final outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period such determination is made. Accounting for Derivatives Our risk management strategy includes the use of derivatives.
Some limitations of profit before exceptional items, attributable to equity holders of AB InBev and/or underlying profit, attributable to equity holders of AB InBev are: • Profit before exceptional items, attributable to equity holders of AB InBev and underlying profit, attributable to equity holders of AB InBev do not reflect items which are exceptional, and underlying profit further does not reflect items over which management has no control, such as the effects of hyperinflation in Argentina; • Profit before exceptional items, attributable to equity holders of AB InBev and underlying profit, attributable to equity holders of AB InBev do not reflect the impact of discontinued operations; • Profit before exceptional items, attributable to equity holders of AB InBev and underlying profit, attributable to equity holders of AB InBev may not be comparable to other similarly titled measures of other companies because not all companies use identical calculations; and -95- Table of Contents • the adjustments made in calculating profit before exceptional items, attributable to equity holders of AB InBev and underlying profit, attributable to equity holders of AB InBev are those that management consider are not representative of the underlying operations of the company and therefore are subjective in nature.
Some limitations of underlying profit, attributable to equity holders of AB InBev are: • Underlying profit, attributable to equity holders of AB InBev does not reflect items which are exceptional, and does not reflect items over which management has no control, such as the effects of hyperinflation in Argentina; • Underlying profit, attributable to equity holders of AB InBev does not reflect the impact of discontinued operations (if any); • Underlying profit, attributable to equity holders of AB InBev may not be comparable to other similarly titled measures of other companies because not all companies use identical calculations; and • the adjustments made in calculating underlying profit, attributable to equity holders of AB InBev are those that management consider are not representative of the underlying operations of the company and therefore are subjective in nature.

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In 2016 he moved to the U.S. to assume the position of global Chief Sales Officer. Prior to his appointment as CEO, Mr. Doukeris had led Anheuser-Busch and the North American business since January 2018. Fernando Tennenbaum is our Chief Financial Officer since 29 April 2020 and a member of the Executive Committee.
In 2016 he moved to the U.S. to assume the position of global Chief Sales Officer. Prior to his appointment as CEO, Mr. Doukeris led Anheuser-Busch and the North American business since January 2018. Fernando Tennenbaum is our Chief Financial Officer since 29 April 2020 and a member of the Executive Committee.
See “—B. Compensation—Share-Based Payment Plans—Share- Based Compensation Plan” and “—B. Compensation—Compensation of Directors and Executives—Executive Committee”. Depending on local practices, we offer employees and their family members pension plans, life insurance, medical, dental and optical insurance, death-in-service insurance and illness and disability insurance. Some of our countries have tuition reimbursement plans and employee assistance programs.
Compensation—Share-Based Payment Plans—Share- Based Compensation Plan” and “—B. Compensation—Compensation of Directors and Executives—Executive Committee”. Depending on local practices, we offer employees and their family members pension plans, life insurance, medical, dental and optical insurance, death-in-service insurance and illness and disability insurance. Some of our countries have tuition reimbursement plans and employee assistance programs.
He is the Senior Managing Director at Quadrant Capital Advisors, Inc. in New York City. He was a member of the Board of Directors of SABMiller Plc until 2016, where he was also Vice-Chairman of SABMiller Plc for Latin America. Mr. Santo Domingo is Chairman of the Board of Bavaria S.A. in Colombia.
He is the Senior Managing Director at Quadrant Capital Advisors, Inc. in New York City. He was a member of the Board of SABMiller Plc until 2016, where he was also Vice-Chairman of SABMiller Plc for Latin America. Mr. Santo Domingo is Chairman of the Board of Bavaria S.A. in Colombia.
BOARD PRACTICES General Our directors are appointed by our shareholders’ meeting, which sets their remuneration and term of mandate. Their appointment is published in the Belgian Official Gazette (Moniteur belge). No service contract is concluded between us and our directors with respect to their Board mandate.
C. BOARD PRACTICES General Our directors are appointed by our shareholders’ meeting, which sets their remuneration and term of mandate. Their appointment is published in the Belgian Official Gazette (Moniteur belge). No service contract is concluded between us and our directors with respect to their Board mandate.
Variable compensation (bonus) for performance in 2021 – Paid in March 2022 The following table sets forth the number of voluntary shares acquired by, and Matching Shares and Discounted Shares granted to, the Chief Executive Officer and the other members of the Executive Committee in March 2022 under the Share-Based Compensation Plan in respect of the variable compensation (bonus) awarded for performance in 2021 as described in our Annual Report on Form 20-F for the fiscal year ended 31 December 2021.
Variable compensation (bonus) for performance in 2022 – Paid in March 2023 The following table sets forth the number of voluntary shares acquired by, and Matching Shares and Discounted Shares granted to, the Chief Executive Officer and the other members of the Executive Committee in March 2023 under the Share-Based Compensation Plan in respect of the variable compensation (bonus) awarded for performance in 2022 as described in our Annual Report on Form 20-F for the fiscal year ended 31 December 2022.
Under our articles of association, the directors are appointed as follows, reflecting our particular shareholder structure: • three independent directors will be appointed by our shareholders’ meeting upon proposal by our Board of Directors; • so long as the Stichting and/or any of its affiliates, any of their respective successors and/or successors’ affiliates own, in aggregate, more than 30% of the shares with voting rights in our share capital, nine directors will be appointed by our shareholders’ meeting upon proposal by the Stichting (and/or any of its affiliates, any of their respective successors and/or successors’ affiliates); and • so long as the holders of Restricted Shares, together with their affiliates and/or any of their successors and/or successors’ affiliates, own in aggregate: • more than 13.5% of the shares with voting rights in our share capital, three directors will be appointed by our shareholders’ meeting upon proposal by the holders of the Restricted Shares; • more than 9% but not more than 13.5% of the shares with voting rights in our share capital, two directors will be appointed by our shareholders’ meeting upon proposal by the holders of the Restricted Shares; • more than 4.5% but not more than 9% of the shares with voting rights in our share capital, one director will be appointed by our shareholders’ meeting upon proposal by the holders of the Restricted Shares; and • 4.5% or less than 4.5% of the shares with voting rights in our share capital, the holders of the Restricted Shares will no longer have the right to propose any candidate for appointment as a member of our Board of Directors and no directors will be appointed upon proposal by the holders of the Restricted Shares.
Under our articles of association, the directors are appointed as follows, reflecting our particular shareholder structure: • four independent directors will be appointed by our shareholders’ meeting upon proposal by our Board of Directors; • so long as the Stichting and/or any of its affiliates, any of their respective successors and/or successors’ affiliates own, in aggregate, more than 30% of the shares with voting rights in our share capital, eight directors will be appointed by our shareholders’ meeting upon proposal by the Stichting (and/or any of its affiliates, any of their respective successors and/or successors’ affiliates); and • so long as the holders of Restricted Shares, together with their affiliates and/or any of their successors and/or successors’ affiliates, own in aggregate: • more than 13.5% of the shares with voting rights in our share capital, three directors will be appointed by our shareholders’ meeting upon proposal by the holders of the Restricted Shares; • more than 9% but not more than 13.5% of the shares with voting rights in our share capital, two directors will be appointed by our shareholders’ meeting upon proposal by the holders of the Restricted Shares; • more than 4.5% but not more than 9% of the shares with voting rights in our share capital, one director will be appointed by our shareholders’ meeting upon proposal by the holders of the Restricted Shares; and • 4.5% or less than 4.5% of the shares with voting rights in our share capital, the holders of the Restricted Shares will no longer have the right to propose any candidate for appointment as a member of our Board of Directors and no directors will be appointed upon proposal by the holders of the Restricted Shares.
In addition, from time to time, we make exceptional grants to our employees and employees of our subsidiaries or grants of shares, restricted stock units, performance stock units or options under plans established by us or by certain of our subsidiaries. -126- Table of Contents LTI Stock Option Plan Directors The table below provides an overview of all of the stock options outstanding under our former LTI Stock Option Plan Directors as of 31 December 2022 (1) : Grant date of stock options Expiry date of stock options Number of options granted Number of options outstanding Exercise price (in millions) (in millions) (in EUR) 30 April 2014 29 April 2024 0.185 0.185 80.83 29 April 2015 28 April 2025 0.236 0.236 113.10 27 April 2016 27 April 2026 0.236 0.236 113.25 26 April 2017 26 April 2027 0.221 0.221 104.50 25 April 2018 25 April 2028 0.228 0.228 84.47 Total 1.105 1.105 Note: (1) Under the former LTI Stock Option Plan Directors, stock options were granted to directors at an exercise price equal to the market price of our shares at the time of the grant.
In addition, from time to time, we make exceptional grants to our employees and employees of our subsidiaries or grants of shares, restricted stock units, performance stock units or options under plans established by us or by certain of our subsidiaries. -132- Table of Contents LTI Stock Option Plan Directors The table below provides an overview of all of the stock options outstanding under our former LTI Stock Option Plan Directors as of 31 December 2023 (1) : Grant date of stock options Expiry date of stock options Number of options granted Number of options outstanding Exercise price (in millions) (in millions) (in EUR) 30 April 2014 29 April 2024 0.185 0.185 80.83 29 April 2015 28 April 2025 0.236 0.236 113.10 27 April 2016 27 April 2026 0.236 0.236 113.25 26 April 2017 26 April 2027 0.221 0.221 104.50 25 April 2018 25 April 2028 0.228 0.228 84.47 Total 1.105 1.105 Note: (1) Under the former LTI Stock Option Plan Directors, stock options were granted to directors at an exercise price equal to the market price of our shares at the time of the grant.
For the other members of the Executive Committee, the award value of on-target variable remuneration for 2022 could on average amount to up to 89% of their total on-target compensation, assuming all performance and other requirements are fully met. In order to promote alignment with market practice, the total compensation of executives is reviewed against benchmarks on an annual basis.
For the other members of the Executive Committee, the award value of on-target variable remuneration for 2023 could on average amount to up to 89% of their total on-target compensation, assuming all performance and other requirements are fully met. In order to promote alignment with market practice, the total compensation of executives is reviewed against benchmarks on an annual basis.
He is also a Member of the Boards of The Metropolitan Museum of Art, The British Museum, DKMS, a foundation dedicated to combatting leukemia and blood disorders, WNET, Mount Sinai Health System and Fundación Pies Descalzos, a foundation focused on assisting impoverished children in Colombia. He is a member of Harvard University’s Global Advisory Council (GAC). Ms.
He is also a Member of the Boards of The Metropolitan Museum of Art, The British Museum, DKMS, a foundation dedicated to combatting leukemia and blood disorders, WNET, Mount Sinai Health System and Fundación Pies Descalzos, a foundation focused on assisting impoverished children in Colombia. He is a member of Harvard University’s Global Advisory Council (GAC). Dr.
Long Run Stock Options Incentive Plan : Options were granted to select members of our management to incentivize and retain senior leaders who were considered to be instrumental in achieving our ambitious long-term growth agenda over the next 10 years (“ Long Run Stock Options Incentive Plan ”). Each option gives the grantee the right to purchase one existing share.
Long Run Stock Options Incentive Plan : Options were granted to select members of our management to incentivize and retain senior leaders who were considered to be instrumental in achieving our ambitious long-term growth agenda over the next ten years (“ Long Run Stock Options Incentive Plan ”). Each option gives the grantee the right to purchase one existing share.
Unless otherwise specified, the information and amounts in this section relate to the members of our Executive Committee as of 1 January 2023. See “—A. Directors and Senior Management—Administrative, Management, Supervisory Bodies and Senior Management Structure.” Base Salary Our executives’ base salaries are intended to be aligned to mid-market levels for the appropriate market.
Unless otherwise specified, the information and amounts in this section relate to the members of our Executive Committee as of 1 January 2024. See “—A. Directors and Senior Management—Administrative, Management, Supervisory Bodies and Senior Management Structure.” Base Salary Our executives’ base salaries are intended to be aligned to mid-market levels for the appropriate market.
Consult, Cobehold, Compagnie Benelux Participations, Vervodev, Wesparc, Groupe Josi, (1) Financière Stockel, (1) Immobilière du Canal, (1) Verlinvest, (1) Midi Developpement, (1) Solferino Holding S.A., Vedihold, Clearvolt S.A. and Fonds Baillet Latour Atanor, (1) Amantelia, (1) Demeter Finance, Lunch Garden Services, (1) Lunch Garden, (1) Lunch Garden Management, (1) Lunch Garden Finance, (1) Lunch Garden Concepts, (1) HEC Partners, (1) Q.C.C., (1) A.V.G.
Consult, Cobehold, Compagnie Benelux Participations, Vervodev, Wesparc, Groupe Josi, (1) Financière Stockel, (1) Immobilière du Canal, (1) Verlinvest, (1) Solferino Holding S.A., Vedihold, Clearvolt S.A. and Fonds Baillet Latour Atanor, (1) Amantelia, (1) Demeter Finance, Lunch Garden Services, (1) Lunch Garden, (1) Lunch Garden Management, (1) Lunch Garden Finance, (1) Lunch Garden Concepts, (1) HEC Partners, (1) Q.C.C., (1) A.V.G.
Other than the grants of annual long-term restricted stock units described below under “—Compensation of Directors and Executives—Long-Term Incentives—Annual Long-Term Incentives”, no restricted stock units were granted under the program to members of the Executive Committee in 2022. ii. Share Purchase Program : This program allows certain employees to purchase our shares at a discount.
Other than the grants of annual long-term restricted stock units described below under “—Compensation of Directors and Executives—Long-Term Incentives—Annual Long-Term Incentives”, no restricted stock units were granted under the program to members of the Executive Committee in 2023. ii. Share Purchase Program : This program allows certain employees to purchase our shares at a discount.
The exercise price of the options was set at an amount equal to the market price of the share at the time of grant. The options had a duration of 10 years from grant and would vest on 1 January 2022 and would only become exercisable provided we met a performance test by 31 December 2021 at the latest.
The exercise price of the options was set at an amount equal to the market price of the share at the time of grant. The options had a duration of ten years from grant and would vest on 1 January 2022 and would only become exercisable provided we met a performance test by 31 December 2021 at the latest.
The exercise price of the options was set at an amount equal to the market price of the share at the time of grant. The options have a duration of 10 years as from granting and vest after three years. Specific forfeiture rules apply if the employee leaves the company before the vesting date. iv.
The exercise price of the options was set at an amount equal to the market price of the share at the time of grant. The options have a duration of ten years as from granting and vest after three years. Specific forfeiture rules apply if the employee leaves the company before the vesting date. iv.
Upon recommendation of the Remuneration Committee, our Board has also approved a variant of the Exchange Program to allow the early release of the vesting conditions of the Series B Options granted under the November 2008 Exceptional Grant for eligible employees who are relocated, e.g., to the United States.
Upon recommendation of the Remuneration Committee, our Board has also approved a variant of the Exchange Program to allow the early release of the vesting conditions of the Series B Options granted under the November 2008 Exceptional Grant for eligible employees who were relocated, e.g., to the United States.
Executives receive their variable performance-related compensation (bonus) in cash but are encouraged to invest some (up to 60%) or all of its value in company shares. For further details regarding the terms of the Share-Based Compensation Plan, please see “—Share-Based Payment Plans—Share-Based Compensation Plan” above.
Executives receive their variable performance-related compensation (bonus) in cash but are encouraged to invest some or all of its value in company shares. For further details regarding the terms of the Share-Based Compensation Plan, please see “—Share-Based Payment Plans—Share-Based Compensation Plan” above.
Options Owned by Executives The table below sets forth the number of LTI stock options and matching options owned by the members of our Executive Committee in aggregate as of 31 December 2022 under the LTI Plan Executives, the Share-Based Compensation Plans, the November 2008 Exceptional Grant, the 2020 Incentive Plan, the Integration Incentive Plan and the Long Run Stock Options Incentive Plan.
Options Owned by Executives The table below sets forth the number of LTI stock options and matching options owned by the members of our Executive Committee in aggregate as of 31 December 2023 under the LTI Plan Executives, the Share-Based Compensation Plans, the November 2008 Exceptional Grant, the 2020 Incentive Plan, the Integration Incentive Plan and the Long Run Stock Options Incentive Plan.
Share-Based Compensation Plan Our Executive Committee and other senior employees are granted variable compensation under our Share-Based Compensation Plan. Executives receive their variable performance-related compensation (bonus) in cash but have the choice to invest some (up to 60%) or all of the value of their variable compensation in our shares, referred to as voluntary shares.
Share-Based Compensation Plan Our Executive Committee and other senior employees are granted variable compensation under our Share-Based Compensation Plan. Executives receive their variable performance-related compensation (bonus) in cash but have the choice to invest some or all of the value of their variable compensation in our shares, referred to as voluntary shares.
See “—Share-Based Payment Plans—Annual Long-Term Incentives” and “—Other Recurring Long-Term Restricted Stock Unit Programs.” Performance Stock Units Owned by Executives The table below sets forth the number of performance stock units owned by the members of our Executive Committee in aggregate as of 31 December 2022.
See “—Share-Based Payment Plans—Annual Long-Term Incentives” and “—Other Recurring Long-Term Restricted Stock Unit Programs.” Performance Stock Units Owned by Executives The table below sets forth the number of performance stock units owned by the members of our Executive Committee in aggregate as of 31 December 2023.
All other terms and conditions of the existing grants under the LTI Warrant Plan remained unchanged. In 2022, no LTI stock options listed in the table above were exercised by directors. (2) Mr. Garcia and Ms. Chalmers do not hold stock options under the company’s former LTI Stock Option Plan Directors.
All other terms and conditions of the existing grants under the LTI Warrant Plan remained unchanged. In 2023, no LTI stock options listed in the table above were exercised by directors. (2) Mr. Garcia and Ms. Chalmers do not hold stock options under the company’s former LTI Stock Option Plan Directors.
Other Recurring Long-Term Restricted Stock Unit Programs In 2022, no grants were made to members of the Executive Committee under the other recurring long-term restricted stock units programs. Post-Employment Benefits We sponsor various post-employment benefit plans worldwide. These include pension plans, both defined contribution plans and defined benefit plans, and other post-employment benefits.
Other Recurring Long-Term Restricted Stock Unit Programs In 2023, no grants were made to members of the Executive Committee under the other recurring long-term restricted stock units programs. Post-Employment Benefits We sponsor various post-employment benefit plans worldwide. These include pension plans, both defined contribution plans and defined benefit plans, and other post-employment benefits.
Each option gave the grantee the right to purchase one existing share. The options had a duration of 10 years from granting and would vest after five years. The options would only become exercisable provided a performance test was met by AB InBev.
Each option gave the grantee the right to purchase one existing share. The options had a duration of ten years from granting and would vest after five years. The options would only become exercisable provided a performance test was met by AB InBev.
Four of the five Committee members are representatives of the controlling shareholders. These four members of our Nomination Committee would not be considered independent under NYSE rules, and therefore our Nomination Committee would not be in compliance with the NYSE Corporate Governance Standards for domestic issuers in respect of independence of nominating committees.
Four of the six Committee members are representatives of the controlling shareholders. These four members of our Nomination Committee would not be considered independent under NYSE rules, and therefore our Nomination Committee would not be in compliance with the NYSE Corporate Governance Standards for domestic issuers in respect of independence of nominating committees.
In the non-profit sector, he is Chair of the Wildlife Conservation Society and Fundación Mario Santo Domingo.
In the non-profit sector, he is Chair of the Wildlife Conservation Society and Fundación Santo Domingo.
Stock Options Held by Directors The table below sets forth, for each of our current directors, the number of LTI stock options they owned as of 31 December 2022 (1) . LTI options are no longer awarded to directors (last grant on 25 April 2018).
Stock Options Held by Directors The table below sets forth, for each of our current directors, the number of LTI stock options they owned as of 31 December 2023 (1) . LTI options are no longer awarded to directors (last grant on 25 April 2018).
For the Chief Executive Officer, the award value of on-target variable remuneration (comprised of items (ii) and (iii) above) for 2022 could amount to up to 94% of his total on-target compensation, assuming all performance and other requirements are fully met.
For the Chief Executive Officer, the award value of on-target variable remuneration (comprised of items (ii) and (iii) above) for 2023 could amount to up to 94% of his total on-target compensation, assuming all performance and other requirements are fully met.
Nohria started his career as a faculty member of Harvard Business School in 1988 and served as its Dean from 2010 to 2020. He is currently a Professor at Harvard Business School and Partner and Executive Chairman of Thrive Capital, a venture capital firm. Mr.
Nohria started his career as a Harvard Business School faculty member in 1988 and served as its Dean from 2010 to 2020. He is currently a Professor at Harvard Business School and Chairman of Thrive Capital, a venture capital firm. Mr.
Marine Corps and Central Intelligence Agency. -125- Table of Contents General Information on the Members of the Executive Committee No member of the Executive Committee has, any conflicts of interests between any duties he/she owed to us and any private interests and/or other duties.
Marine Corps and Central Intelligence Agency. -131- Table of Contents General Information on the Members of the Executive Committee No member of the Executive Committee has, any conflicts of interests between any duties he/she owed to us and any private interests and/or other duties.
The shares that result from the early exercise of the options must remain locked up until the end of the initial vesting period of the stock options. 1 The Series A Options had a duration of 10 years from granting and vested on 1 January 2014.
The shares that result from the early exercise of the options must remain locked up until the end of the initial vesting period of the stock options. 1 The Series A Options had a duration of ten years from granting and vested on 1 January 2014.
Santo Domingo is also a director of Life Time Group Holdings, Inc., an owner and operator of fitness centers in the United States and Canada, Florida Crystals, the world’s largest sugar refiner, Caracol TV, Colombia’s leading broadcaster, El Espectador, a leading Colombian newspaper, and Cine Colombia, Colombia’s leading film distribution and movie theatre company.
Santo Domingo is also a director of Life Time Group Holdings, Inc., an owner and operator of fitness centers in the United States and Canada, Florida Crystals, the -124- Table of Contents world’s largest sugar refiner, Caracol TV, Colombia’s leading broadcaster, El Espectador, a leading Colombian newspaper, and Cine Colombia, Colombia’s leading film distribution and movie theatre company.
No shares under the program were purchased by members of the Executive Committee in 2022. Ambev Exchange of Share-Ownership Program From time to time certain of Ambev’s senior employees are transferred to us and vice versa.
No shares under the program were purchased by members of the Executive Committee in 2023. Ambev Exchange of Share-Ownership Program From time to time certain of Ambev’s senior employees are transferred to us and vice versa.
Specific forfeiture rules apply in the case of termination of employment. The exercise price of the options is EUR 10.32 (USD 11.82) or EUR 10.50 (USD 12.02), which corresponds to the fair market value of the shares at the time of the option grant, as adjusted for the rights offering that took place in December 2008.
Specific forfeiture rules apply in the case of termination of employment. The exercise price of the options is EUR 10.32 (USD 11.82) or EUR 10.50 (USD 12.02), which corresponds to the fair market value of the shares at the time of the option grant, as adjusted for the rights offering that took place in December 2008. See “Item 6.
Such voluntary investment also leads to a grant of Matching Shares in the form of restricted stock units, which vest over a three-year period, promoting sustainable long-term performance; and • for the voluntary shares granted under the Share-Based Compensation Plan to vest at their grant, instead of applying a vesting period of a minimum of three years.
Such voluntary investment also leads to a grant of Matching Shares in the form of restricted stock units, which vest over a three-year period, promoting sustainable long-term performance; and -134- Table of Contents • for the voluntary shares granted under the Share-Based Compensation Plan to vest at their grant, instead of applying a vesting period of a minimum of three years.
The exercise price of the options is EUR 21.94 (USD 25.12) or EUR 23.28 (USD 26.66), which corresponds to the fair market value of the shares at the time of the option grant. -133- Table of Contents Compensation of Directors and Executives Unless otherwise specified, all compensation amounts in this section are gross of tax.
The exercise price of the options is EUR 21.94 (USD 25.12) or EUR 23.28 (USD 26.66), which corresponds to the fair market value of the shares at the time of the option grant. Compensation of Directors and Executives Unless otherwise specified, all compensation amounts in this section are gross of tax.
The Compensation Peer Group that was used as the benchmark for financial year 2022 was composed of the following companies: -137- Table of Contents 2022 Compensation Peer Group Accenture Johnson & Johnson Oracle Altria Kraft Heinz PepsiCo Apple LVMH Philip Morris Coca-Cola McDonald’s Procter & Gamble Comcast Merck Starbucks Diageo Microsoft Walt Disney FedEx Nike IBM Omnicom Figures in this section may differ from the figures in the notes to our consolidated financial statements for the following reasons: (i) figures in this section are figures gross of tax, while figures in the notes to our consolidated financial statements are reported as “cost for the Company”; (ii) the split “short-term employee benefits” vs.
The Compensation Peer Group that was used as the benchmark for financial year 2023 was composed of the following companies: 2023 Compensation Peer Group Accenture Johnson & Johnson Oracle Altria Kraft Heinz PepsiCo Apple LVMH Philip Morris Coca-Cola McDonald’s Procter & Gamble Comcast Merck Starbucks Diageo Microsoft Walt Disney FedEx Nike IBM Omnicom Figures in this section may differ from the figures in the notes to our consolidated financial statements for the following reasons: (i) figures in this section are figures gross of tax, while figures in the notes to our consolidated financial statements are reported as “cost for the Company”; (ii) the split “short-term employee benefits” vs.
For details regarding annual long-term incentive restricted stock units and performance stock units granted to members of the Executive Committee in 2022, please see “—Compensation of Directors and Executives—Long-Term Incentives” below.
For details regarding annual long-term incentive restricted stock units and performance stock units granted to members of the Executive Committee in 2023, please see “—Compensation of Directors and Executives—Long-Term Incentives” below.
In 2022, no options were granted under this program to members of the Executive Committee. All other terms and conditions of the options are identical to the outstanding options for which the dividend protection was canceled.
In 2023, no options were granted under this program to members of the Executive Committee. All other terms and conditions of the options are identical to the outstanding options for which the dividend protection was canceled.
Born in 1977, he is a dual citizen of Brazil and Germany and holds a degree in industrial engineering from Escola Politécnica da Universidade de São Paulo and a corporate MBA from Ambev. He joined the company in 2004, and has held various roles in the finance function (including Treasury, Investor Relations and M&A).
Born in 1977, he is a dual citizen of Brazil and Germany and holds a degree in industrial engineering from Escola Politécnica da Universidade de São Paulo. He joined the company in 2004, and has held various roles in the finance function (including Treasury, Investor Relations and M&A).
In most cases, the restricted stock units vest after three or five years without a performance test and in the event of termination of service before the vesting date, specific forfeiture rules apply. The Board may set shorter or longer vesting periods for specific sub-plans or introduce performance tests.
In most cases, the restricted stock units vest after three or five years without a performance test and in the event of termination of service before the vesting date, specific forfeiture rules apply. The Board may set shorter or longer vesting periods for specific sub-plans or introduce -138- Table of Contents performance tests.
Burns was the Chairman and Chief Executive Officer of Mercer LLC from 2006 until 2012. She currently serves on the Boards of Directors of The Goldman Sachs Group, Cisco Systems, Etsy and Circle Online Financial, a private company. From 2003 until 2013, she served as a director of Wal-Mart Stores.
Burns was the Chairman and Chief Executive Officer of Mercer LLC from 2006 until 2012. She currently serves on the Boards of Directors of The Goldman Sachs Group, Goldman Sachs International, Etsy and Circle Online Financial, a private company. From 2003 until 2013, she served as a director of Wal-Mart Stores.
The hurdle is set at the minimum acceptable level of individual performance to trigger eligibility for a bonus pay-out. -139- Table of Contents The variable performance-related compensation (bonus) is generally paid annually in arrears after publication of our full-year results, in or around March of the relevant year.
The hurdle is set at the minimum acceptable level of individual performance to trigger eligibility for a bonus pay-out. The variable performance-related compensation (bonus) is generally paid annually in arrears after publication of our full-year results, in or around March of the relevant year.
These exceptional circumstances cover situations in which the waivers are necessary to serve the long-term interests and sustainability of the company as a whole or to assure its viability. The Nomination Committee The Nomination Committee consists of five members appointed by the Board. The five members include the Chair of the Board and the Chair of the Remuneration Committee.
These exceptional circumstances cover situations in which the waivers are necessary to serve the long-term interests and sustainability of the company as a whole or to assure its viability. The Nomination Committee The Nomination Committee consists of six members appointed by the Board. They include the Chair of the Board and the Chair of the Remuneration Committee.
Under article 7:87 of the Belgian Code of Companies and Associations (the “ Belgian Companies Code ”), the independence of directors is assessed by taking into consideration the criteria set out in Principle 3.5 of the 2020 Belgian Corporate Governance Code, which are the following: • the director is not an executive, or exercising a function as a person entrusted with the daily management of the company or a related company or person, and has not been in such a position for the previous three years before his or her appointment and is no longer enjoying stock options of the company related to this position; • the director has not served for a total term of more than twelve years as a board member; -114- Table of Contents • the director is not an employee of the senior management of the company or a related company or person, and has not been in such a position for the previous three years before his or her appointment and is no longer enjoying stock options of the company related to this position; • the director is not receiving, or has not received during their mandate or for a period of three years prior to their appointment, any significant remuneration or any other significant advantage of a patrimonial nature from the company or a related company or person, apart from any fee they receive or have received as a non-executive board member; • the director does not hold shares, either directly or indirectly, either alone or in concert, representing globally one-tenth or more of the company’s capital or one-tenth or more of the voting rights in the company at the moment of appointment and not has not been nominated, in any circumstances, by a shareholder fulfilling the conditions covered above; • the director does not maintain, or has not maintained in the past year before their appointment, a significant business relationship with the company or a related company or person, either directly or as partner, shareholder, board member, member of the senior management of a company or person who maintains such a relationship; • the director is not or has not been within the last three years before his or her appointment, a partner or member of the audit team of the company or person who is, or has been within the last three years before their appointment, the external auditor of the company or a related company or person; • the director is not an executive of another company in which an executive of the company is a non-executive board member; and • the director does not have, in the company or a related company or person, a spouse, legal partner or close family member to the second degree, exercising a function as board member or executive or person entrusted with the daily management or employee of the senior management, or falling in one of the other cases referred to in bullets 1. to 8. above, and as far as the second bullet is concerned, up to three years after the date on which the relevant relative has terminated his or her last term.
In accordance with our bylaws, Restricted Share Directors are appointed for renewable terms ending at the next shareholders’ meeting following their appointment. -120- Table of Contents Under article 7:87 of the Belgian Code of Companies and Associations (the “ Belgian Companies Code ”), the independence of directors is assessed by taking into consideration the criteria set out in Principle 3.5 of the 2020 Belgian Corporate Governance Code, which are the following: • the director is not an executive, or exercising a function as a person entrusted with the daily management of the company or a related company or person, and has not been in such a position for the previous three years before his or her appointment and is no longer enjoying stock options of the company related to this position; • the director has not served for a total term of more than twelve years as a board member; • the director is not an employee of the senior management of the company or a related company or person, and has not been in such a position for the previous three years before his or her appointment and is no longer enjoying stock options of the company related to this position; • the director is not receiving, or has not received during their mandate or for a period of three years prior to their appointment, any significant remuneration or any other significant advantage of a patrimonial nature from the company or a related company or person, apart from any fee they receive or have received as a non-executive board member; • the director does not hold shares, either directly or indirectly, either alone or in concert, representing globally one-tenth or more of the company’s capital or one-tenth or more of the voting rights in the company at the moment of appointment and not has not been nominated, in any circumstances, by a shareholder fulfilling the conditions covered above; • the director does not maintain, or has not maintained in the past year before their appointment, a significant business relationship with the company or a related company or person, either directly or as partner, shareholder, board member, member of the senior management of a company or person who maintains such a relationship; • the director is not or has not been within the last three years before his or her appointment, a partner or member of the audit team of the company or person who is, or has been within the last three years before their appointment, the external auditor of the company or a related company or person; • the director is not an executive of another company in which an executive of the company is a non-executive board member; and • the director does not have, in the company or a related company or person, a spouse, legal partner or close family member to the second degree, exercising a function as board member or executive or person entrusted with the daily management or employee of the senior management, or falling in one of the other cases referred to in bullets 1. to 8. above, and as far as the second bullet is concerned, up to three years after the date on which the relevant relative has terminated his or her last term.
In 2005, he was appointed Chief Information and Shared Service Officer for InBev (following the combination of Ambev and Interbrew) in Leuven, Belgium. From 2006 to 2014, -117- Table of Contents Mr. Garcia combined the functions of Chief People and Technology Officer. From 2014 to January 2018, Mr. Garcia was the Chief People Officer of Anheuser-Busch InBev. Mr.
In 2005, he was appointed Chief Information and Shared Service Officer for InBev (following the combination of Ambev and Interbrew) in Leuven, Belgium. From 2006 to 2014, Mr. Garcia combined the functions of Chief People and Technology Officer. From 2014 to January 2018, Mr. Garcia was the Chief People Officer of Anheuser-Busch InBev. Mr.
Each of our Committees operates under typical rules for such committees under Belgian law, including the requirement that a majority of the members must be present for a valid quorum and decisions are taken by a majority of members present. The Audit Committee The Audit Committee consists of a minimum of three voting members.
Each of our Committees operates under typical rules for such committees under Belgian law, including the requirement that a majority of the members must be present for a valid quorum and decisions are taken by a majority of members present. -152- Table of Contents The Audit Committee The Audit Committee consists of a minimum of three voting members.
Ms. Chalmers joined AB InBev after 12 years with Diageo plc where she held a number of senior legal positions including as General Counsel of the Latin American and North American businesses. Prior to Diageo plc, she was an associate at the law firm of Lovell White Durrant in London, specializing in mergers and acquisitions. Mr.
Chalmers joined AB InBev after 12 years with Diageo plc where she held a number of senior legal positions including as General Counsel of the Latin American and North American businesses. Prior to Diageo plc, she was an associate at the law firm of Lovell White Durrant in London, specializing in mergers and acquisitions. -123- Table of Contents Mr.
These LTI stock options cliff vest after five years, have a maximum lifetime of 10 years and an exercise period that starts five years after the grant date.
These LTI stock options cliff vest after five years, have a maximum lifetime of ten years and an exercise period that starts five years after the grant date.
In 2022, the costs of these benefits amounted to approximately USD 0.03 million for the Chief Executive Officer and approximately USD 0.08 million in aggregate for the other members of the Executive Committee.
In 2023, the costs of these benefits amounted to approximately USD 0.03 million for the Chief Executive Officer and approximately USD 0.08 million in aggregate for the other members of the Executive Committee.
In the event of termination of his employment other than on the grounds of serious cause, he is entitled to a termination indemnity of 12 months of remuneration, including variable compensation as described above. Our share-based compensation and long-term incentive plans contain a malus provision for all grants made since March 2019.
In the event of termination of his employment other than on the grounds of serious cause, he is entitled to a termination indemnity of 12 months of remuneration, including variable compensation as described above. -148- Table of Contents Reclaim of Variable Compensation Our share-based compensation and long-term incentive plans contain a malus provision for all grants made since March 2019.
For further details regarding options granted to members of our Executive Committee under the Integration Incentive Plan, please see “—Compensation of Directors and Executives—Executive Committee—Options Owned by Executives” below. -131- Table of Contents iii. Incentive Plan for SAB Employees : Options were granted to employees of former SAB (the “ Incentive Plan for SAB Employees ”).
For further details regarding options granted to members of our Executive Committee under the Integration Incentive Plan, please see “—Compensation of Directors and Executives—Executive Committee—Options Owned by Executives” below. iii. Incentive Plan for SAB Employees : Options were granted to employees of former SAB (the “ Incentive Plan for SAB Employees ”).
As of 1 December 2020, this program has been replaced by the Base Long-Term Restricted Stock Units Plan. See “—Share-Based Payment Plans—Other Recurring Long-Term Restricted Stock Unit Programs.” -144- Table of Contents (3) Restricted stock units granted under the Share Based Compensation Plan.
As of 1 December 2020, this program has been replaced by the Base Long-Term Restricted Stock Units Plan. See “—Share-Based Payment Plans—Other Recurring Long-Term Restricted Stock Unit Programs.” (3) Restricted stock units granted under the Share Based Compensation Plan.
The below TSR Peer Group was used for performance stock units granted in respect of financial year 2022. 2022 TSR Peer Group 3M Heineken Procter & Gamble Altria Kraft Heinz Reckitt-Benckiser Carlsberg Mondelez Starbucks Coca-Cola Nestlé Unilever Colgate-Palmolive PepsiCo Diageo Philip Morris Exceptional Long-Term Incentives In 2022, no grants were made to members of the Executive Committee under the exceptional long-term incentive plan.
The below TSR Peer Group was used for performance stock units granted in respect of financial year 2023. 2023 TSR Peer Group 3M Heineken Procter & Gamble Altria Kraft Heinz Reckitt-Benckiser Carlsberg Mondelez Starbucks Coca-Cola Nestlé Unilever Colgate-Palmolive PepsiCo Diageo Philip Morris -147- Table of Contents Exceptional Long-Term Incentives In 2023, no grants were made to members of the Executive Committee under the exceptional long-term incentive plan.
The number of shares to which holders of the performance stock units shall be entitled is subject to a hurdle and cap; and • in the event the executive leaves the company before the vesting date, specific forfeiture rules will apply.
The number of shares to which holders of the performance stock units shall be entitled is subject to a hurdle and cap; and -135- Table of Contents • in the event the executive leaves the company before the vesting date, specific forfeiture rules will apply.
Chalmers is a representative of the main shareholders (nominated by Eugénie Patri Sébastien S.A., the holder of the Class A Stichting certificates). Born in 1965, Ms. Chalmers is an American citizen and holds a Bachelor’s Degree in Law from the London School of Economics and is qualified to practice law in England and New York State. Ms.
Chalmers is a representative of the main shareholders (nominated by Eugénie Patri Sébastien S.A., the holder of the Class A Stichting certificates). Born in 1965, Ms. Chalmers is a dual American-British citizen and holds a Bachelor’s Degree in Law from the London School of Economics. She is qualified to practice law in England and New York State. Ms.
The exercise price of the options was set at the closing share price on the day preceding the grant date. The options have a duration of 15 years as from granting and, in principle, vest after 5 or 10 years. The options only become exercisable provided a performance test is met by AB InBev.
The exercise price of the options was set at the closing share price on the day preceding the grant date. The options have a duration of 15 years as from granting and, in principle, vest after five or ten years. The options only become exercisable provided a performance test is met by AB InBev.
For the year ended 31 December 2022, the performance metrics for the Executive Committee and their relative weights were: Component Weight Performance Measures Company Targets 40 % Organic EBITDA Business Unit Target 30 % Organic Net Revenue (50%) Organic EBITDA (20%) Organic Cash Flow (30%) Individual Target 30 % Targets based on the strategic pillars underlying our 10-year plan Total 100 % Individual performance targets of the Chief Executive Officer and other members of the Executive Committee may consist of financial and non-financial targets.
For the year ended 31 December 2023, the performance metrics for the Executive Committee and their relative weights were: Component Weight Performance Measures Company Targets 40% Organic EBITDA Business Unit Targets 30% Organic Net Revenue (40%) Organic EBITDA (30%) Organic Cash Flow (30%) Individual Targets 30% Targets based on the strategic pillars underlying our 10-year plan Total 100% Individual performance targets of the Chief Executive Officer and other members of the Executive Committee may consist of financial and non-financial targets.
See note 31 to our audited consolidated financial statements as of 31 December 2022 and 2021, and for the three years ended 31 December 2022.
See note 31 to our audited consolidated financial statements as of 31 December 2023 and 2022, and for the three years ended 31 December 2023.
As of 31 December 2022, the total number of stock options granted under the LTI Stock Option Plan Directors is 1.105 million. As of 31 December 2022, of the 1.105 million outstanding options, 0.877 million have vested. For additional information on the LTI stock options held by members of our Board of Directors, see “—Compensation of Directors and Executives” below.
As of 31 December 2023, the total number of stock options granted under the LTI Stock Option Plan Directors is 1.105 million. As of 31 December 2023, of the 1.105 million outstanding options, 1.105 million have vested. For additional information on the LTI stock options held by members of our Board of Directors, see “—Compensation of Directors and Executives” below.
The table below gives an overview of the annual LTI stock options on our shares that have been granted under the LTI Plans outstanding as of 31 December 2022: Issue Date Number of LTI stock options granted Number of LTI stock options outstanding Exercise price Expiry date of options (in millions) (in millions) (in EUR) 2 December 2013 2.48 1.61 75.15 1 December 2023 19 December 2013 0.37 0.21 74.49 18 December 2023 1 December 2014 2.48 1.62 94.46 30 November 2024 17 December 2014 0.53 0.29 88.53 16 December 2024 1 December 2015 1.63 0.94 121.95 30 November 2025 22 December 2015 1.86 1.36 113.00 21 December 2025 1 December 2016 2.32 1.39 98.04 30 November 2026 15 December 2016 1.15 0.48 97.99 14 December 2026 13 January 2017 0.02 0.01 99.01 12 January 2027 20 January 2017 0.96 0.81 98.85 19 January 2027 1 December 2017 4.79 3.01 96.70 30 November 2027 22 January 2018 1.05 0.96 94.36 21 January 2028 8 March 2018 0.27 0.25 89.43 7 March 2028 3 December 2018 4.48 2.83 67.64 2 December 2028 25 January 2019 0.93 0.81 65.70 24 January 2029 2 December 2019 5.87 4.40 71.87 1 December 2029 The table below gives an overview of the annual LTI stock options on our ADS that have been granted under the LTI Plans outstanding as of 31 December 2022: Issue Date Number of LTI stock options granted Number of LTI stock options outstanding Exercise price Expiry date of options (in millions) (in millions) (in USD) 2 December 2013 1.05 0.64 102.11 1 December 2023 19 December 2013 0.09 0.04 103.39 18 December 2023 1 December 2014 1.04 0.62 116.99 30 November 2024 17 December 2014 0.22 0.11 108.93 16 December 2024 1 December 2015 1.00 0.61 128.46 30 November 2025 22 December 2015 0.14 0.05 123.81 21 December 2025 1 December 2016 1.29 0.82 103.27 30 November 2026 15 December 2016 0.08 0.03 102.91 14 December 2026 1 December 2017 1.40 0.89 114.50 30 November 2027 3 December 2018 1.19 0.81 76.87 2 December 2028 2 December 2019 1.26 0.88 79.35 1 December 2029 -130- Table of Contents For additional information on the LTI stock options held by members of the Executive Committee, see “—Compensation of Directors and Executives” below.
The table below gives an overview of the annual LTI stock options on our shares that have been granted under the LTI Plans outstanding as of 31 December 2023: Issue Date Number of LTI stock options granted Number of LTI stock options outstanding Exercise price Expiry date of options (in millions) (in millions) (in EUR) 1 December 2014 2.48 1.59 94.46 30 November 2024 17 December 2014 0.53 0.29 88.53 16 December 2024 1 December 2015 1.63 0.90 121.95 30 November 2025 22 December 2015 1.86 1.32 113.00 21 December 2025 1 December 2016 2.32 1.35 98.04 30 November 2026 15 December 2016 1.15 0.46 97.99 14 December 2026 13 January 2017 0.02 0.01 99.01 12 January 2027 20 January 2017 0.96 0.81 98.85 19 January 2027 1 December 2017 4.79 2.92 96.70 30 November 2027 22 January 2018 1.05 0.96 94.36 21 January 2028 8 March 2018 0.27 0.25 89.43 7 March 2028 3 December 2018 4.48 2.70 67.64 2 December 2028 25 January 2019 0.93 0.81 65.70 24 January 2029 2 December 2019 5.87 4.12 71.87 1 December 2029 -136- Table of Contents The table below gives an overview of the annual LTI stock options on our ADS that have been granted under the LTI Plans outstanding as of 31 December 2023: Issue Date Number of LTI stock options granted Number of LTI stock options outstanding Exercise price Expiry date of options (in millions) (in millions) (in USD) 1 December 2014 1.04 0.60 116.99 30 November 2024 17 December 2014 0.22 0.11 108.93 16 December 2024 1 December 2015 1.00 0.59 128.46 30 November 2025 22 December 2015 0.14 0.05 123.81 21 December 2025 1 December 2016 1.29 0.79 103.27 30 November 2026 15 December 2016 0.08 0.03 102.91 14 December 2026 1 December 2017 1.40 0.83 114.50 30 November 2027 3 December 2018 1.19 0.75 76.87 2 December 2028 2 December 2019 1.26 0.82 79.35 1 December 2029 For additional information on the LTI stock options held by members of the Executive Committee, see “—Compensation of Directors and Executives” below.
Barrington Richmond Performing Arts Center L.L.P. Altria Group, Inc., NextUp (formerly Middle School Renaissance 2020, LLC), Virginia Museum of Fine Arts M. Michele Burns Cisco Systems Inc., The Goldman Sachs Group Inc., Etsy Inc., Circle Internet Financial Alexion Pharmaceuticals Inc.
Barrington Richmond Performing Arts Center L.L.P. and RVA757 Connects Altria Group, Inc., NextUp (formerly Middle School Renaissance 2020, LLC), Virginia Museum of Fine Arts M. Michele Burns The Goldman Sachs Group Inc., Goldman Sachs International, Etsy Inc., Circle Internet Financial Alexion Pharmaceuticals Inc., Cisco Systems Inc.
Employee Compensation and Benefits To support our culture that recognizes and values results, we offer employees competitive salaries benchmarked to fixed mid-market local salaries, combined with variable incentive schemes based on individual performance and performance of the business entity in which they work. Senior employees above a certain level are -148- Table of Contents eligible for the Share-Based Compensation Plan.
Employee Compensation and Benefits To support our culture that recognizes and values results, we offer employees competitive salaries benchmarked to fixed mid-market local salaries, combined with variable incentive schemes based on individual performance and performance of the business entity in which they work. Senior employees above a certain level are eligible for the Share-Based Compensation Plan. See “—B.
Over the five years preceding the date of this Form 20-F, the members of the Executive Committee have held the following main directorships (apart from directorships they have held with us and our subsidiaries) or memberships of administrative, management or supervisory bodies and/or partnerships: Name Current Past Michel Doukeris — The Beer Institute John Blood — International Institute for Conflict Prevention and Resolution (CPR) Fernando Tennenbaum — — David Almeida — — B.
Over the five years preceding the date of this Form 20-F, the members of the Executive Committee have held the following main directorships (apart from directorships they have held with us and our subsidiaries) or memberships of administrative, management or supervisory bodies and/or partnerships: Name Current Past Michel Doukeris — The Beer Institute John Blood — — Fernando Tennenbaum — — David Almeida — — B.
As of 2010, we have also issued LTI stock options entitling the holder to one ADS; -129- Table of Contents • an exercise price equal to the market price or an average market price of our share or our ADS at the time of granting; • a maximum lifetime of 10 years and an exercise period that starts after five years; and • the LTI stock options cliff vest after five years.
As of 2010, we have also issued LTI stock options entitling the holder to one ADS; • an exercise price equal to the market price or an average market price of our share or our ADS at the time of granting; • a maximum lifetime of ten years and an exercise period that starts after five years; and • the LTI stock options cliff vest after five years.
Because the Series A Options granted under the November 2008 Exceptional Grant and the Options granted under the April 2009 Exceptional Grant vested on 1 January 2014, the Exchange Program is no longer relevant for these options. Instead, the Exchange Program has now become applicable to the Series B Options granted under the November 2008 Exceptional Grant.
Because the Series A Options granted under the November 2008 Exceptional Grant and the Options granted under the April 2009 Exceptional Grant vested on 1 January 2014, the Exchange Program is no longer relevant for these options. Instead, the Exchange Program became applicable to the Series B Options granted under the November 2008 Exceptional Grant.
Nohria also serves on the Boards of Directors of The Bridgespan Group, Mass General Brigham, and Rakuten Medical. Mr. Santo Domingo is a representative of the Restricted Shareholders. Born in 1977, he is an American, Colombian and Spanish citizen and obtained a B.A. in History from Harvard College.
Nohria also serves on the Boards of Directors of Alsym, The Bridgespan Group, Exor, Mass General Brigham, and Rakuten Medical. Mr. Santo Domingo is a representative of the Restricted Shareholders. Born in 1977, he is a US, Colombian and Spanish citizen and obtained a B.A. in History from Harvard College.
See note 23 to our audited consolidated financial statements as of 31 December 2022 and 2021, and for the three years ended 31 December 2022 for further details on our employee benefits. -141- Table of Contents Our Chief Executive Officer and other members of the Executive Committee participate in a defined contribution plan.
See note 23 to our audited consolidated financial statements as of 31 December 2023 and 2022, and for the three years ended 31 December 2023 for further details on our employee benefits. Our Chief Executive Officer and other members of the Executive Committee participate in a defined contribution plan.
In 2015, he joined the Asia Pacific North Zone to become Business Unit President for China and in 2017 he was appointed Zone President of the Asia Pacific North Zone, leading one of the most complex and fast-growing business. Most recently, Mr.
In 2015, he joined the Asia Pacific North Zone to become Business Unit President for China and in 2017 he was appointed Zone President of the Asia Pacific North Zone, leading one of the most complex and fast-growing business. Most recently, Mr. Jereissati held the role of Business Unit President for Brazil.
The table below provides an overview of all of the RSUs granted under our RSU Plan that remain outstanding: Grant date of RSUs Vesting date of RSUs Number of RSUs granted Number of RSUs outstanding (in millions) (in millions) 24 April 2019 24 April 2024 0.043 0.043 3 June 2020 3 June 2025 0.076 0.076 28 April 2021 28 April 2026 0.058 0.058 27 April 2022 27 April 2027 0.061 0.061 Total 0.237 0.237 -127- Table of Contents For additional information on the RSUs held by members of our Board of Directors, see “—Compensation of Directors and Executives” below.
The table below provides an overview of all of the RSUs granted under our RSU Plan that remain outstanding: Grant date of RSUs Vesting date of RSUs Number of RSUs granted Number of RSUs outstanding (in millions) (in millions) 24 April 2019 24 April 2024 0.043 0.043 3 June 2020 3 June 2025 0.076 0.076 28 April 2021 28 April 2026 0.058 0.058 27 April 2022 27 April 2027 0.061 0.061 26 April 2023 26 April 2028 0.056 0.056 Total 0.295 0.295 -133- Table of Contents For additional information on the RSUs held by members of our Board of Directors, see “—Compensation of Directors and Executives” below.
For further details regarding exceptional long-term incentive stock options granted to members of the Executive Committee in 2022, please see “—Compensation of Directors and Executives—Long-Term Incentives—Exceptional Long-Term Incentives” below. The following historic exceptional long-term incentive plans are listed by way of example.
For further details regarding exceptional long-term incentive stock options granted to members of the Executive Committee in 2023, please see “—Compensation of Directors and Executives—Long-Term Incentives—Exceptional Long-Term Incentives” below. -137- Table of Contents The following historic exceptional long-term incentive plans are listed by way of example.
From 2014 until 2018, she served on the Board of Alexion Pharmaceuticals. She currently serves on the Advisory Council of the Stanford Center on Longevity at Stanford University. Ms. Burns began her career in 1981 at Arthur Andersen, where she became a partner in 1991.
From 2013 to 2023, she served on the Board of Cisco Systems. From 2014 until 2018, she served on the Board of Alexion Pharmaceuticals. She currently serves on the Advisory Council of the Stanford Center on Longevity at Stanford University. Ms. Burns began her career in 1981 at Arthur Andersen, where she became a partner in 1991.
Under the extended program, eligible employees who are relocated, e.g., to the United States, can elect to exchange their Series B Options against a number of our Ordinary Shares that, in principle, remain locked up until 31 December 2023 (five years longer than the original lock-up period).
Under the extended program, eligible employees who were relocated, e.g., to the United States, could elect to exchange their Series B Options against a number of our Ordinary Shares that, in principle, remained locked up until 31 December 2023 (five years longer than the original lock-up period).
In 2022, no exchanges were executed under this program by members of the Executive Committee.
In 2023, no exchanges were executed under this program by members of the Executive Committee.
A discount of 16.66% is granted in exchange for a five-year lock-up period for the shares and provided that the manager remains in service during this period. -132- Table of Contents In 2022, no member of the Executive Committee participated in the ABI/Ambev Exchange Program.
A discount of 16.66% is granted in exchange for a five-year lock-up period for the shares and provided that the manager remains in service during this period. In 2023, no member of the Executive Committee participated in the ABI/Ambev Exchange Program.
The share-based portion of the remuneration of the directors was granted in the form of restricted stock units corresponding to a fixed gross value of EUR 200,000 (USD 210,135).
The share-based portion of the remuneration of the directors was granted in the form of restricted stock units corresponding to a fixed gross value of EUR 200,000 (USD 216,088).
However, they do still hold certain stock options that were awarded to them in the past in their capacity as executives of the company. Out of these, in 2022 Ms.
However, they do still hold certain stock options that were awarded to them in the past in their capacity as executives of the company. Out of these, in 2023 Mr.
The first half of the restricted stock units vests after five years. The second half of the restricted stock units vests after 10 years.
The first half of the restricted stock units vests after five years. The second half of the restricted stock units vests after ten years.
The table below sets forth, as of the most recent practicable date, the number of our shares owned by the members of the Executive Committee serving in 2022: Name Number of our shares held % of our outstanding shares Michel Doukeris – CEO ( *) ( *) David Almeida ( *) ( *) John Blood ( *) ( *) Fernando Tennenbaum ( *) ( *) TOTAL 1.22 million % Note: (*) Each member of our Executive Committee serving in 2022 owns less than 1% of our outstanding shares as of the most recent practicable date. -145- Table of Contents C.
The table below sets forth, as of the most recent practicable date, the number of our shares owned by the members of the Executive Committee serving in 2023: Name Number of our shares held % of our outstanding shares Michel Doukeris – CEO (*) (*) David Almeida (*) (*) John Blood (*) (*) Fernando Tennenbaum (*) (*) TOTAL 1.33 million Note: (*) Each member of our Executive Committee serving in 2023 owns less than 1% of our outstanding shares as of the most recent practicable date.
Collective bargaining agreements are negotiated separately for each facility or distribution center. Our Brazilian collective bargaining agreements have a term of one or two years, and we usually enter into new collective bargaining agreements on or prior to the expiration of the existing agreements. A majority of our brewery and distribution employees in Canada are represented by labor unions.
Our Brazilian collective bargaining agreements have a term of one or two years, and we usually enter into new collective bargaining agreements on or prior to the expiration of the existing agreements. A majority of our brewery and distribution employees in Canada are represented by labor unions.
The contribution under the Chief Executive’s plan for the Chief Executive Officer amounted to approximately USD 0.19 million in 2022. The contributions for other members of the Executive Committee amounted to approximately USD 0.03 million in the aggregate in 2022.
The contribution under the Chief Executive’s plan for the Chief Executive Officer amounted to approximately USD 0.20 million in 2023. The contributions for other members of the Executive Committee amounted to approximately USD 0.03 million in the aggregate in 2023.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Pursuant to our articles of association, shareholders are required to notify us as soon as the amount of securities held giving voting rights exceeds or falls below a 3% threshold and 7.5% threshold.
Pursuant to our articles of association, shareholders are required to notify us as soon as the amount of securities held giving voting rights exceeds or falls below a 3% threshold and a 7.5% threshold.
MAJOR SHAREHOLDERS Shareholding Structure The following table shows our shareholding structure as at 31 December 2022 based on (i) transparency declarations made by shareholders who are compelled to disclose their shareholdings pursuant to the Belgian Law of 2 May 2007 on the notification of significant shareholdings and the articles of association of the company, (ii) notifications made by such shareholders to the company on a voluntary basis on or prior to 31 December 2022 for the purpose of updating the above information, (iii) notifications received by the company in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 and (iv) information included in public filings with the SEC.
MAJOR SHAREHOLDERS Shareholding Structure The following table shows our shareholding structure as at 31 December 2023 based on (i) transparency declarations made by shareholders who are compelled to disclose their shareholdings pursuant to the Belgian Law of 2 May 2007 on the notification of significant shareholdings and the articles of association of the company, (ii) notifications made by such shareholders to the company on a voluntary basis on or prior to 31 December 2023 for the purpose of updating the above information, (iii) notifications received by the company in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 and (iv) information included in public filings with the SEC.
Altria further increased its position of Ordinary Shares in the Company to 12,341,937, as disclosed in the Schedule 13D beneficial ownership report filed by the Stichting dated 1 November 2016, resulting in an aggregate ownership of 9.95% based on the number of shares with voting rights as at 31 December 2022.
Altria further increased its position of Ordinary Shares in the Company to 12,341,937, as disclosed in the Schedule 13D beneficial ownership report filed by the Stichting dated 1 November 2016, resulting in an aggregate ownership of 9.95% based on the number of shares with voting rights as at 31 December 2023.
Each of the first 13 entities mentioned in the table appearing under Shareholding Structure have disclaimed beneficial ownership of all of the Restricted Shares and Ordinary Shares, as applicable, held by Altria and BEVCO. The Restricted Shareholder Voting Agreement is filed as Exhibit 3.3 to this Form 20-F. B.
Each of the first 10 entities mentioned in the table appearing under Shareholding Structure have disclaimed beneficial ownership of all of the Restricted Shares and Ordinary Shares, as applicable, held by Altria and BEVCO. The Restricted Shareholder Voting Agreement is filed as Exhibit 3.3 to this Form 20-F. B.
As of 31 December 2022, BRC held 331,537,416 class B Stichting certificates (indirectly representing 16.71% of our shares), EPS held one class A Stichting certificate and EPS Participations held 331,537,415 class A Stichting certificates (together indirectly representing 16.71% of our shares). The Stichting is governed by its bylaws and its conditions of administration.
As of 31 December 2023, BRC held 331,537,416 class B Stichting certificates (indirectly representing 16.71% of our shares), EPS held one class A Stichting certificate and EPS Participations held 331,537,415 class A Stichting certificates (together indirectly representing 16.71% of our shares). The Stichting is governed by its bylaws and its conditions of administration.
BEVCO disclosed to us that it increased its position of Ordinary Shares in the company to an aggregate of 6,000,000 Ordinary Shares, resulting in an aggregate ownership of 5.19% based on the number of shares with voting rights as at 31 December 2022.
BEVCO disclosed to us that it increased its position of Ordinary Shares in the company to an aggregate of 6,000,000 Ordinary Shares, resulting in an aggregate ownership of 5.19% based on the number of shares with voting rights as at 31 December 2023.
Each of Altria and BEVCO entered into a voting agreement with the Stichting and us on 8 October 2016 (the “ Restricted Shareholder Voting Agreement ”), under which: • the Stichting is required to exercise the voting rights attached to its Ordinary Shares of AB InBev to give effect to the directors’ appointments principles set out in articles 19 and 20 of our articles of association; -153- Table of Contents • each holder of Restricted Shares is required to exercise the voting rights attached to his or her Ordinary Shares and Restricted Shares, as applicable, to give effect to the directors’ appointments principles set out in articles 19 and 20 of our articles of association; and • each holder of Restricted Shares is required not to exercise the voting rights attached to his or her Ordinary Shares and Restricted Shares, as applicable, in favor of any resolutions that would be proposed to modify the rights attached to Restricted Shares, unless such resolution has been approved by a qualified majority of the holders of at least 75% of the Restricted Shareholder Voting Shares (as defined in our articles of association).
Each of Altria and BEVCO entered into a voting agreement with the Stichting and us on 8 October 2016 (the “ Restricted Shareholder Voting Agreement ”), under which: • the Stichting is required to exercise the voting rights attached to its Ordinary Shares to give effect to the directors’ appointments principles set out in articles 19 and 20 of our articles of association; • each holder of Restricted Shares is required to exercise the voting rights attached to his or her Ordinary Shares and Restricted Shares, as applicable, to give effect to the directors’ appointments principles set out in articles 19 and 20 of our articles of association; and • each holder of Restricted Shares is required not to exercise the voting rights attached to his or her Ordinary Shares and Restricted Shares, as applicable, in favor of any resolutions that would be proposed to modify the rights attached to Restricted Shares, unless such resolution has been approved by a qualified majority of the holders of at least 75% of the Restricted Shareholder Voting Shares (as defined in our articles of association).
The 2016 Shareholders’ Agreement requires EPS, EPS Participations, BRC and Rayvax, as well as any other holder of certificates issued by the Stichting, to vote their Shares in the same manner as the shares held by the Stichting.
The 2023 Shareholders’ Agreement requires EPS, EPS Participations, BRC and Rayvax, as well as any other holder of certificates issued by the Stichting, to vote their shares in the same manner as the shares held by the Stichting.
The Stichting and certain other entities acting in concert (within the meaning of Article 3, 13° of the Belgian Law of 2 May 2017 on the notification of significant shareholdings and/or within the meaning of Article 3, § 2 of the Belgian Law of 1 April 2007 on public takeover bids) with it (see “—Shareholders’ Arrangements” below) held, based on (i) transparency declarations made by shareholders who are compelled to disclose their shareholdings pursuant to the Belgian Law of 2 May 2007 on the notification of significant shareholdings and the articles of association of the company, (ii) notifications made by such shareholders to the company on a voluntary basis on or prior to 31 December 2022 for the purpose of updating the above information, (iii) notifications received by the company in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 and (iv) information included in public filings with the SEC, in the aggregate, 42.44% of our shares based on the number of our shares outstanding on 31 December 2022, excluding the 35,455,836 treasury shares held by us and certain of our subsidiaries.
The Stichting and certain other entities acting in concert (within the meaning of Article 3, 13° of the Belgian Law of 2 May 2017 on the notification of significant shareholdings and/or within the meaning of Article 3, § 2 of the Belgian Law of 1 April 2007 on public takeover bids) with it (see “—Shareholders’ Arrangements” below) held, based on (i) transparency declarations made by shareholders who are compelled to disclose their shareholdings pursuant to the Belgian Law of 2 May 2007 on the notification of significant shareholdings and the articles of association of the company, (ii) notifications made by such shareholders to the company on a voluntary basis on or prior to 31 December 2023 for the purpose of updating the above information, (iii) notifications received by the company in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 and (iv) information included in public filings with the SEC, in the aggregate, 42.24% of our shares based on the number of our shares outstanding on 31 December 2023, excluding the 35,414,191 treasury shares held by us and certain of our subsidiaries.
However, each of these individuals disclaims such beneficial ownership in such capacity. (4) Marcel Herrmann Telles, Jorge Paulo Lemann and Carlos Alberto da Veiga Sicupira have disclosed to us that they control BRC and as a result, under the rules of the SEC, they are deemed to be beneficial owners of our Ordinary Shares held by BRC.
However, each of these individuals disclaims such beneficial ownership in such capacity. (4) Max Van Hoegaerden Herrmann Telles, Jorge Paulo Lemann and Carlos Alberto da Veiga Sicupira have disclosed to us that they control BRC and as a result, under the rules of the SEC, they are deemed to be beneficial owners of our Ordinary Shares held by BRC.
Additional Information—C. Material Contracts—Material Contracts Related to the Acquisition of SAB—Registration Rights Agreement.” Jointly Controlled Entities We hold significant interests in joint ventures in three entities in Brazil, one in Mexico and one in Canada. None of these joint ventures are material to us.
Additional Information—C. Material Contracts—Material Contracts Related to the Acquisition of SAB—Registration Rights Agreement.” -161- Table of Contents Jointly Controlled Entities We hold significant interests in joint ventures in three entities in Brazil, one in Mexico and one in Canada. None of these joint ventures are material to us.
In addition, under the 2016 Shareholders’ Agreement, EPS, EPS Participations and BRC agree not to acquire any shares of Ambev’s capital stock, subject to limited exceptions.
In addition, under the 2023 Shareholders’ Agreement, EPS, EPS Participations and BRC agree not to acquire any shares of Ambev’s capital stock, subject to limited exceptions.
This agreement provides for consultations between the three bodies before any of our shareholders’ meetings to decide how they will exercise the voting rights attached to our shares. Under this voting agreement, consensus is required for all items that are submitted to the approval of any of our shareholders’ meetings.
The Fonds Voting Agreement provides for consultations between the three corporate bodies before any of our shareholders’ meetings to decide how they will exercise the voting rights attached to our shares. Under the Fonds Voting Agreement, consensus is required for all items that are submitted to the approval of any of our shareholders’ meetings.
In addition, prior to each meeting of the board of directors of AB InBev at which certain key matters are considered, the Stichting board of directors will meet to determine how the eight members of the board of directors of AB InBev nominated exclusively by BRC and EPS/EPS Participations should vote.
In addition, prior to each meeting of our board of directors at which certain key matters are considered, the Stichting board of directors will meet to determine how the eight members of our board of directors nominated exclusively by BRC and EPS/EPS Participations should vote.
The parties to the 2016 Shareholders’ Agreement agree to effect any free transfers of their Shares in an orderly manner of disposal that does not disrupt the market for Shares and in accordance with any conditions established by us to ensure such orderly disposal.
The parties agree to effect any free transfers of their shares in an orderly manner of disposal that does not disrupt the market for shares and in accordance with any conditions established by us to ensure such orderly disposal.
The 2016 Shareholders’ Agreement provides for restrictions on the ability of BRC, EPS or EPS Participations to transfer their Stichting certificates. Pursuant to the terms of the 2016 Shareholders’ Agreement, BRC and EPS/EPS Participations jointly and equally exercise control over the Stichting and the shares held by the Stichting.
The 2023 Shareholders’ Agreement provides for restrictions on the ability of BRC and EPS/EPS Participations to transfer their Stichting certificates. Pursuant to the terms of the 2023 Shareholders’ Agreement, BRC and EPS/EPS Participations jointly and equally exercise control over the Stichting and the shares held by the Stichting.
A list of our principal subsidiaries is shown in note 34 “AB InBev Companies” to our audited consolidated financial statements as of 31 December 2022 and 2021, and for the three years ended 31 December 2022. Unrealized gains arising from transactions with associates and jointly controlled entities are eliminated to the extent of our interest in the entity.
A list of our principal subsidiaries is shown in note 34 “AB InBev Companies” to our audited consolidated financial statements as of 31 December 2023 and 2022, and for the three years ended 31 December 2023. -160- Table of Contents Unrealized gains arising from transactions with associates and jointly controlled entities are eliminated to the extent of our interest in the entity.
Directors, Senior Management and Employees—B. Compensation” and note 24 “Share-based payments” to our audited consolidated financial statements as of 31 December 2022 and 2021, and for the three years ended 31 December 2022. -154- Table of Contents Directors’ compensation consists mainly of directors’ fees. Key management personnel did not have any significant outstanding balances with our company.
Directors, Senior Management and Employees—B. Compensation” and note 24 “Share-based payments” to our audited consolidated financial statements as of 31 December 2023 and 2022, and for the three years ended 31 December 2023. Directors’ compensation consists mainly of directors’ fees. Key management personnel did not have any significant outstanding balances with our company.
The 2016 Shareholders’ Agreement will remain in effect for an initial term until 27 August 2034 and will be automatically renewed for successive terms of 10 years each unless, not later than two years prior to the expiration of the initial or any successive 10-year term, any party to the 2016 Shareholders’ Agreement notifies the others of its intention to terminate the 2016 Shareholders’ Agreement.
The 2023 Shareholders’ Agreement will remain in effect for an initial term until 27 August 2034 and will be automatically renewed for successive terms of ten years each unless, not later than two years prior to the expiration of the initial or any successive ten-year term, any party to the 2023 Shareholders’Agreement notifies the others of its intention to terminate the 2023 Shareholders’ Agreement.
During 2022, no payments were made to key management personnel except in the transactions listed below.
During 2023, no payments were made to key management personnel except in the transactions listed below.
The 2016 Shareholders’ Agreement addresses, among other things, certain matters relating to the governance and management of both us and the Stichting, as well as (i) the transfer of the Stichting certificates and (ii) the de-certification and re-certification process for the Ordinary Shares and the circumstances in which the shares held by the Stichting may be de-certified and/or pledged at the request of BRC, EPS or EPS Participations.
The 2023 Shareholders’ Agreement addresses, among other things, certain matters relating to the governance and management of our company and the Stichting, as well as (i) the transfer of the Stichting certificates and (ii) the de-certification and re-certification process for the Ordinary Shares and the circumstances in which the shares held by the Stichting may be de-certified and/or pledged at the request of BRC, EPS or EPS Participations.
See also note 23 “Employee benefits” and note 31 “Related parties” to our audited consolidated financial statements as of 31 December 2022 and 2021, and for the three years ended 31 December 2022. In addition, key management personnel are eligible for our share-based payment plan and/or our exchange of share ownership program. See also “Item 6.
See also note 23 “Pensions and similar obligations” and note 31 “Related parties” to our audited consolidated financial statements as of 31 December 2023 and 2022, and for the three years ended 31 December 2023. In addition, key management personnel are eligible for our share-based payment plan and/or our exchange of share ownership program. See also “Item 6.
Such amortization will be carried out within the 10 years following the merger.
Such amortization will be carried out within the ten years following the merger.
As of 31 December 2022, we had 12,363,288 registered Ordinary Shares and 185,115,701 registered Restricted Shares held by 5 record holders in the United States, representing approximately 197.5 million of the voting rights attached to our shares outstanding as of such date. As of 31 December 2022, we also had 131,183,769 ADSs outstanding, each representing one Ordinary Share.
As of 31 December 2023, we had 12,363,288 registered Ordinary Shares and 185,115,701 registered Restricted Shares held by 5 record holders in the United States, representing approximately 197.5 million of the voting rights attached to our shares outstanding as of such date. As of 31 December 2023, we also had 118,533,905 ADSs outstanding, each representing one Ordinary Share.
As of 31 December 2022, the Stichting owned 663,074,832 of our shares, which represented a 33.42% voting interest based on the number of our shares outstanding as of 31 December 2022, excluding the 35,455,836 treasury shares held by us and certain of our subsidiaries.
As of 31 December 2023, the Stichting owned 663,074,832 of our shares, which represented a 33.42% voting interest based on the number of our shares outstanding as of 31 December 2023, excluding the 35,414,191 treasury shares held by us and certain of our subsidiaries.
Transactions with Directors and Executive Committee Members (Key Management Personnel) Total compensation of our directors and Executive Committee included in our income statement for 2022 set out below can be detailed as follows: Year ended 31 December 2022 Directors Executive Committee (USD million) Short-term employee benefits 2 15 Termination benefits — — Other long-term employee benefits Share-based payments — 35 Total 2 50 In addition to short-term employee benefits (primarily salaries), the members of our Executive Committee were entitled to post-employment benefits.
Transactions with Directors and Executive Committee Members (Key Management Personnel) Total compensation of our directors and Executive Committee included in our income statement for 2023 set out below can be detailed as follows: Year ended 31 December 2023 Directors Executive Committee (USD million) Short-term employee benefits 2 12 Termination benefits — — Share-based payments — 46 Total 2 58 In addition to short-term employee benefits (primarily salaries), the members of our Executive Committee were entitled to post-employment benefits.
Transactions with Pension Plans Our transactions with pension plans mainly consisted of USD 12 million other expense to pension plans in the United States. -155- Table of Contents Transactions with Government-Related Entities We have no material transactions with government-related entities.
Transactions with Pension Plans Our transactions with pension plans mainly consisted of USD 13 million other expense to pension plans in the United States. Transactions with Government-Related Entities We have no material transactions with government-related entities.
Transactions with Associates Our transactions with associates were as follows: Year ended 31 December 2022 (USD million) Gross profit (4 ) Current assets 100 Current liabilities 16 Our transactions with associates primarily consist of sales to distributors in which we have a non-controlling interest.
Transactions with Associates Our transactions with associates were as follows: Year ended 31 December 2023 (USD million) Gross profit (233 ) Current assets 108 Current liabilities 9 Our transactions with associates primarily consist of sales to distributors in which we have a non-controlling interest.
The first thirteen entities mentioned in the table act in concert (it being understood that (i) the first ten entities act in concert within the meaning of article 3, §1, 13º of the Belgian Law of 2 May 2007 on the notification of significant shareholdings, and (ii) the eleventh, twelfth and thirteenth entities act in concert with the first ten entities within the meaning of article 3, §2 of the Belgian Law of 1 April 2007 on public takeover bids) and hold, as per (i) the most recent notifications received by us and the Financial Services and Markets Authority (“ FSMA ”) in accordance with (a) article 6 of the Belgian Law of 2 May 2007 on the notification of significant shareholdings or (b) Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014, and (ii) notifications to the company made on a voluntary basis on or prior to 31 December 2022, in aggregate, 841,851,130 Ordinary Shares, representing 42.44% of the voting rights attached to the shares outstanding as of 31 December 2022 excluding the 35,455,836 treasury shares held by us and certain of our subsidiaries.
The first ten entities mentioned in the table act in concert (it being understood that (i) the first nine entities act in concert within the meaning of article 3, §1, 13º of the Belgian Law of 2 May 2007 on the notification of significant shareholdings, and (ii) the tenth entity acts in concert with the first nine entities within the meaning of article 3, §2 of the Belgian Law of 1 April 2007 on public takeover bids) and hold, as per (i) the most recent notifications received by us and the Financial Services and Markets Authority (“ FSMA ”) in accordance with (a) article 6 of the Belgian Law of 2 May 2007 on the notification of significant shareholdings or (b) Regulation (EU) -156- Table of Contents No 596/2014 of the European Parliament and of the Council of 16 April 2014, and (ii) notifications to the company made on a voluntary basis on or prior to 31 December 2023, in aggregate, 837,910,567 Ordinary Shares, representing 42.24% of the voting rights attached to the shares outstanding as of 31 December 2023 excluding the 35,414,191 treasury shares held by us and certain of our subsidiaries.
(9) Percentages are calculated on the total number of outstanding shares as at 31 December 2022 (2,019,241,973 shares) minus the number of outstanding shares held in treasury by us and certain of our subsidiaries as at 31 December 2022 (35,455,836 Ordinary Shares). -151- Table of Contents U.S.
(9) Percentages are calculated on the total number of outstanding shares as at 31 December 2023 (2,019,241,973 shares) minus the number of outstanding shares held in treasury by us and certain of our subsidiaries as at 31 December 2023 (35,414,191 Ordinary Shares). U.S.
Other Transactions In 2020, 2021 and 2022, our subsidiary Bavaria SA, along with other subsidiaries in Middle Americas, entered into transactions for approximately COP 42.9 billion (USD 12.5 million), COP 70.6 billion (USD 18.9 million) and COP 137.4 billion (USD 32.6 million), respectively, for transportation services, lease agreements, advertising services and the sale of malt-based beverages and beer with companies of which Alejandro Santo Domingo Dávila, a member of our Board of Directors, is (i) part of the controlling shareholder group of such companies or (ii) Chair of the Board or controlling shareholder of such companies.
Other Transactions In 2021, 2022 and 2023, our subsidiary Bavaria SA, along with other subsidiaries in Middle Americas, entered into transactions for approximately COP 70.6 billion (USD 18.9 million) and COP 137.4 billion (USD 32.6 million) and COP 277.4 billion (USD 64.6 million), respectively, for lease agreements, acquisition of natural gas and the sale of malt-based beverages and beer with companies of which Alejandro Santo Domingo Dávila, a member of our Board of Directors, is chair or member of the board of directors or part of the controlling shareholder group.
Major shareholders Number of shares % of voting rights attached to our outstanding shares held (9) Holders of Ordinary Shares Stichting Anheuser-Busch InBev, a stichting incorporated under Dutch law (the “ Stichting ”) (1)(2) 663,074,832 33.42 % EPS Participations S.à.R.L, a company incorporated under Luxembourg law, affiliated with Eugénie Patri Sébastien (EPS) S.A., its parent company (2)(3)(5) (“ EPS Participations ”) 133,846,578 6.75 % Eugénie Patri Sébastien (EPS) S.A., a company incorporated under Luxembourg law, affiliated with the Stichting that it jointly controls with BRC S.à.R.L (2)(3)(5) (“EPS”) 99,999 0.01 % BRC S.á.R.L., a company incorporated under Luxembourg law, affiliated with the Stichting that it jointly controls with EPS (2)(4) (“ BRC ”) 28,651,850 1.44 % Rayvax Société d’Investissements SA, a company incorporated under Belgian law (“ Rayvax ”) 50,000 0.00 % Sébastien Holding SA, a company incorporated under Belgian law, affiliated with Rayvax, its parent company (2) 0 0.00 % Fonds Verhelst SRL, a company with a social purpose incorporated under Belgian law 0 0.00 % Fonds Voorzitter Verhelst SRL, a company with a social purpose incorporated under Belgian law, affiliated to Fonds Verhelst SPRL, which controls it 6,997,665 0.35 % Stichting Fonds InBev-Baillet Latour, a stichting incorporated under Dutch law 0 0.00 % Fonds Baillet Latour SC, a company incorporated under Belgian law, affiliated to Stichting Fonds InBev- Baillet Latour under Dutch law, which controls it (6) 5,485,415 0.28 % -150- Table of Contents Major shareholders Number of shares % of voting rights attached to our outstanding shares held (9) LTS Trading Company LLC, a company incorporated under Delaware law, acting in concert with Marcel Herrmann Telles, Jorge Paulo Lemann and Carlos Alberto da Veiga Sicupira within the meaning of Article 3, § 2 of the Belgian Law of 1 April 2007 on public takeover bids 4,468 0.00 % Olia 2 AG, a company incorporated under Liechtenstein law, acting in concert with Jorge Paulo Lemann within the meaning of Article 3, § 2 of the Belgian Law of 1 April 2007 on public takeover bids 259,000 0.01 % Santa Venerina, a company incorporated under the law of the Bahamas, acting in concert with Marcel Hermann Telles within the meaning of Article 3, § 2 of the Belgian Law of 1 April 2007 on public takeover bids 3,381,323 0.17 % Holders of Restricted Shares Altria Group, Inc.
Major shareholders Number of shares % of voting rights attached to our outstanding shares held (9) Holders of Ordinary Shares Stichting Anheuser-Busch InBev , a stichting incorporated under Dutch law (the “ Stichting ”) (1)(2) 663,074,832 33.42 % EPS Participations S.à.R.L , a company incorporated under Luxembourg law, affiliated with Eugénie Patri Sébastien (EPS) S.A., its parent company (2)(3)(5) (“ EPS Participations ”) 133,846,578 6.75 % Eugénie Patri Sébastien S.A. , a company incorporated under Luxembourg law, affiliated with the Stichting that it jointly controls with BRC S.à.R.L (2)(3)(5) (“ EPS ”) 99,999 0.01 % BRC S.á.R.L ., a company incorporated under Luxembourg law, affiliated with the Stichting that it jointly controls with EPS (2)(4) (“ BRC ”) 28,097,078 1.42 % Rayvax Société d’Investissements SA , a company incorporated under Belgian law (“ Rayvax ”) 50,000 0.00 % Fonds Verhelst SC , a company with a social purpose incorporated under Belgian law 0 0.00 % Fonds Voorzitter Verhelst SC , a company with a social purpose incorporated under Belgian law, affiliated to Fonds Verhelst SC, which controls it 6,997,665 0.35 % Stichting Fonds InBev-Baillet Latour , a stichting incorporated under Dutch law 0 0.00 % Fonds Baillet Latour SC , a company incorporated under Belgian law, affiliated to Stichting Fonds InBev-Baillet Latour under Dutch law, which controls it (6) 5,485,415 0.28 % Olia 2 AG , a company incorporated under Liechtenstein law, acting in concert with Jorge Paulo Lemann within the meaning of Article 3, § 2 of the Belgian Law of 1 April 2007 on public takeover bids 259,000 0.01 % Holders of Restricted Shares Altria Group, Inc.
The Stichting is managed by an eight-member board of directors and each of, on the one hand BRC and, on the other hand, EPS and EPS Participations has the right to appoint four directors to the Stichting board of directors.
The Stichting is managed by an eight-member board of directors and each of BRC and EPS/EPS Participations have the right to appoint four directors to the Stichting board of directors.
In 2020 and 2021, Grupo Modelo entered into transactions for MXN 30 million (USD 1.4 million) and MXN 22.0 million (USD 1.1 million), respectively, for information technology infrastructure services with a company of which María Asunción Aramburuzabala, a member of our Board of Directors, is Chair of the Board. There were no such transactions in 2022.
In 2021, Grupo Modelo entered into transactions for MXN 22.0 million (USD 1.1 million) for information technology infrastructure services with a company the board of directors of which was chaired by a member of our Board of Directors at the time (María Asunción Aramburuzabala). There were no such transactions in 2022 and 2023.
Shares held by our main shareholders do not entitle such shareholders to different voting rights. Shareholders’ Arrangements The 2016 Shareholders’ Agreement On 11 April 2016, the Stichting, EPS, EPS Participations, BRC and Rayvax entered into an Amended and Restated New Shareholders’ Agreement (the “ 2016 Shareholders’ Agreement ”).
Shares held by our major shareholders do not entitle such shareholders to different voting rights. -158- Table of Contents Shareholders’ Arrangements The 2023 Shareholders’ Agreement On 27 April 2023, the Stichting, EPS, EPS Participations, BRC and Rayvax entered into an Amended and Restated Shareholders’ Agreement (the “ 2023 Shareholders’ Agreement ”).
However, Alexandre Behring, Paulo Alberto Lemann, Marc Lemann, Cecilia Sicupira, Claudio Garcia, Roberto Moses Thompson Motta and Eduardo Saggioro disclaim such beneficial ownership in such capacity. (5) On 18 December 2013, EPS contributed to EPS Participations its certificates in the Stichting and the shares it held directly in AB InBev, except for 100,000 shares.
However, Paulo Alberto Lemann, Marc Lemann, Heloisa de Paula Machado Sicupira, Claudio Garcia and Eduardo Saggioro disclaim such beneficial ownership in such capacity. -157- Table of Contents (5) On 18 December 2013, EPS contributed to EPS Participations its certificates in the Stichting and the shares it held directly in AB InBev, except for 100,000 shares.
Voting Agreement between the Stichting, Fonds Baillet Latour and Fonds Voorzitter Verhelst The Stichting entered into a voting agreement, effective 1 November 2015 (the “ Fonds Voting Agreement ”) with Fonds Baillet Latour and Fonds Voorzitter Verhelst, which replaces in its entirety the voting agreement between the parties dated 16 October 2008, which was due to expire on 16 October 2016 if not renewed.
The 2023 Shareholders’ Agreement is filed as Exhibit 3.2 to this Form 20-F. -159- Table of Contents Voting Agreement between the Stichting, Fonds Baillet Latour and Fonds Voorzitter Verhelst The Stichting entered into a voting agreement, effective 1 November 2015 (the “ Fonds Voting Agreement ”) with Fonds Baillet Latour and Fonds Voorzitter Verhelst, which replaces in its entirety the voting agreement between the parties dated 16 October 2008, which was due to expire on 16 October 2016 if not renewed.
Subject to certain exceptions, all decisions of the Stichting with respect to the shares it holds, including how such shares will be voted at AB InBev’s shareholders’ meetings, will be made by the Stichting board of directors. -152- Table of Contents The 2016 Shareholders’ Agreement requires the Stichting board of directors to meet prior to each of our shareholders’ meetings to determine how the shares held by the Stichting are to be voted.
Subject to certain exceptions, all decisions of the Stichting with respect to the shares it holds, including how such shares will be voted at our shareholders’ meetings, will be made by the Stichting board of directors.
Pursuant to the 2016 Shareholders’ Agreement, the Stichting board of directors will propose to AB InBev’s shareholders’ meeting nine candidates for appointment to our Board of Directors, among which each of, on the one hand, BRC and, on the other hand, EPS and EPS Participations will have the right to nominate four candidates, and one candidate will be nominated by the Stichting board of directors.
Pursuant to the 2023 Shareholders’ Agreement, the Stichting board of directors will propose to our shareholders’ meeting eight candidates for appointment to our board of directors, among which each of BRC and EPS/EPS Participations will have the right to nominate four candidates.
By virtue of their responsibilities as directors of BRC, Alexandre Behring, Carlos Alberto da Veiga Sicupira, Jorge Paulo Lemann, Paulo Alberto Lemann, Marc Lemann, Cecilia Sicupira, Marcel Herrmann Telles, Claudio Garcia, Roberto Moses Thompson Motta and Eduardo Saggioro may also be deemed, under the rules of the SEC, to be the beneficial owners of our Ordinary Shares held by BRC.
By virtue of their responsibilities as current directors of BRC, Paulo Alberto Lemann, Marc Lemann, Claudio Garcia, Heloisa de Paula Machado Sicupira and Eduardo Saggioro may also be deemed, under the rules of the SEC, to be the beneficial owners of our Ordinary Shares held by BRC.
Consolidated Financial Statements and Other Financial Information—Legal and Arbitration Proceedings—Ambev and Its Subsidiaries—Tax Matters—Special Goodwill Reserve” for further information. Effective 21 December 2011, we entered into an agreement with Ambev formalizing the arrangement whereby we shall reimburse Ambev the amount proportional to the benefit received by us pursuant to the merger protocol, as well as the respective costs. C.
Effective 21 December 2011, we entered into an agreement with Ambev formalizing the arrangement whereby we shall reimburse Ambev the amount proportional to the benefit received by us pursuant to the merger protocol, as well as the respective costs. -162- Table of Contents C. INTERESTS OF EXPERTS AND COUNSEL Not applicable.
Removed
The 2016 Shareholders’ Agreement is filed as Exhibit 3.2 to this Form 20-F.
Added
The 2023 Shareholders’ Agreement amended, restated and replaced in its entirety the Amended and Restated New Shareholders’ Agreement dated 11 April 2016 (the “ 2016 Shareholders’ Agreement ”). The 2023 Shareholders’ Agreement has primarily modified certain provisions for nominating members of our Board of Directors which were previously included in the 2016 Shareholders’ Agreement.
Added
The 2023 Shareholders’ Agreement requires the Stichting board of directors to meet prior to each of our shareholders’ meetings to determine how the shares held by the Stichting are to be voted.
Added
Consolidated Financial Statements and Other Financial Information—Legal and Arbitration Proceedings—Ambev and Its Subsidiaries—Tax Matters—Special Goodwill Reserve” for further information.

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