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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 — 2023 vs 2024

Top changes in Anheuser-Busch InBev SA/NV's 2024 20-F

932 paragraphs added · 983 removed · 793 edited across 6 sections

Item 2. Properties

Properties — owned and leased real estate

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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.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1 A. OFFER STATISTICS 1 B. METHOD AND EXPECTED TIMETABLE 1 ITEM 3. KEY INFORMATION 1 A. [RESERVED] 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 38 B. BUSINESS OVERVIEW 40 C. ORGANIZATIONAL STRUCTURE 75 D. PROPERTY, PLANTS AND EQUIPMENT 75
HISTORY AND DEVELOPMENT OF THE COMPANY 30 B. BUSINESS OVERVIEW 33 C. ORGANIZATIONAL STRUCTURE 66 D. PROPERTY, PLANTS AND EQUIPMENT 66

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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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.
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 brands, price, quality, distribution networks and customer service.
In addition, certain of our associates also operate their business and market their products in countries subject to trade restrictions. For example, Anadolu Efes has an indirect interest in a Syrian soft drinks bottler. Furthermore, our subsidiary Ambev operates a joint venture in Cuba with the Government of Cuba.
In addition, certain of our associates also operate their business and market their products in countries subject to trade restrictions. For example, Anadolu Efes has an indirect interest in a Syrian soft drinks bottler. Furthermore, our subsidiary Ambev operates an indirect joint venture in Cuba with the Government of Cuba.
We have been granted numerous trademark registrations and patents covering our brands and products and have filed, and expect to continue to file, trademark and patent applications seeking to protect newly developed brands and products. We cannot be sure that trademark and patent registrations will be issued with respect to any of our applications.
We have been granted numerous trademark registrations and patents covering our brands and products and have filed, and expect to continue to file, trademark and patent applications seeking to protect newly developed brands and products. We cannot be sure that trademark registrations and patents will be issued with respect to any of our applications.
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.
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 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.
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.
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 increases in tariffs on such raw materials and commodities could have an adverse effect on our results of operations.
Our operations in these markets and equity investments in developing markets are subject to the usual risks of operating in developing countries, which include political instability or insurrection, human rights concerns, external interference, financial risks, changes in government policy, political and economic changes, changes in the relations between countries, actions of governmental authorities affecting trade and foreign investment, regulations on repatriation of funds, interpretation and application of local laws and regulations, enforceability of intellectual property and contract rights, local labor conditions and regulations, lack of upkeep of public infrastructure, potential political and economic uncertainty, application of exchange controls, nationalization or expropriation, empowerment legislation and policy, corrupt business environments, crime and lack of law enforcement.
Our operations in these markets and equity investments in developing markets are subject to the usual risks of operating in developing countries, which include political instability or insurrection, human rights concerns, external interference, financial risks, changes in government policy, political and economic changes, changes in the relations between countries, actions of governmental authorities affecting trade and foreign investment, regulations on repatriation of funds, interpretation and application of local laws and regulations, enforceability of intellectual property and contract rights, local labor conditions and regulations, lack of upkeep of public infrastructure, natural disasters, potential political and economic uncertainty, application of exchange controls, nationalization or expropriation, empowerment legislation and policy, corrupt business environments, crime and lack of law enforcement.
If these subsidiaries experience difficulties in obtaining or renewing, on attractive terms or at all, financial instruments required to secure their performance of potential obligations under such agreements or legal proceedings and we do not provide guarantees in respect of their obligations under such financial instruments, these subsidiaries may be required to pay higher fees, post additional collateral or use a substantial portion of their cash to secure such obligations, which may adversely affect their available cash flows and liquidity and our subsequent ability to receive cash upstream. -15- Table of Contents Furthermore, some of our subsidiaries are subject to laws restricting their ability to pay dividends or the amount of dividends they may pay.
If these subsidiaries experience difficulties in obtaining or renewing, on attractive terms or at all, financial instruments required to secure their performance of potential obligations under such agreements or legal proceedings and we do not provide guarantees in respect of their obligations under such financial instruments, these subsidiaries may be required to pay higher fees, post additional collateral or use a substantial portion of their cash to secure such obligations, which may adversely affect their available cash flows and liquidity and our subsequent ability to receive cash upstream. -8- Table of Contents Furthermore, some of our subsidiaries are subject to laws restricting their ability to pay dividends or the amount of dividends they may pay.
Separately, Title IV of the Helms-Burton Act authorizes the U.S. Department of State to prohibit entry into the United States of non-U.S. persons who traffic in confiscated property, and corporate officers and principals of such persons, and their families.
Separately, Title IV of the Helms-Burton Act authorizes the U.S. Department of State to prohibit entry into the United States of non-U.S. persons who traffic in confiscated property, and corporate officers and principals of such persons, and their families. 6.
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.
Disparate and evolving standards for considering, 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.
Difficult macroeconomic conditions in our key markets, such as decreases in per capita income and level of disposable income driven by increases in inflation and the cost of living, have adversely affected demand for our products in the past.
Difficult macroeconomic conditions in our key markets, such as decreases in per capita income and level of disposable income driven by inflation and the cost of living, have adversely affected demand for our products in the past.
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.
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 -18- Table of Contents International Business Transactions, the U.S.
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.
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 and results of operations. 7.
We have announced our 2025 Sustainability Goals focused on smart agriculture, water stewardship, circular packaging and climate action and our ambition to achieve net zero emissions across our value chain by 2040, which require ongoing investment, and there is no assurance that we will achieve any of these goals or that our initiatives will achieve their intended outcomes.
We announced our 2025 Sustainability Goals focused on smart agriculture, water stewardship, circular packaging and climate action and an ambition to achieve net zero emissions across our value chain by 2040, which require ongoing investment, and there is no assurance that we will achieve any of these goals or ambition or that our initiatives will achieve their intended outcomes.
Additional Information—C. Material Contracts—Material Contracts Related to the Acquisition of SAB — Registration Rights Agreement” for more information on the Registration Rights Agreement). As a result, there is the risk that investors may suffer dilution of their shareholding should they not be permitted to participate in preference right equity or other offerings that we may conduct in the future.
Additional Information—C. Material Contracts—Material Contracts Related to the Acquisition of SAB — Registration Rights Agreement” for more information on the Registration Rights Agreement). As a result, there is the risk that investors may experience dilution of their shareholding should they not be permitted to participate in preference right equity or other offerings that we may conduct in the future.
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.
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 the original supplier.
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. Our constitutional documents provide for preference rights to be granted to our existing shareholders unless such rights are disapplied by resolution of our shareholders’ meeting or the Board of Directors.
Investors may experience 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. Our constitutional documents provide for preference rights to be granted to our existing shareholders unless such rights are disapplied by resolution of our shareholders’ meeting or the Board of Directors.
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.
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, foreign exchange, 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.
Allegations, even if untrue, that we are not respecting our commitments or actual or perceived failure by our suppliers or other business partners to comply with applicable workplace and labor laws, including child labor laws, or their actual or perceived abuse or misuse of migrant workers could negatively affect our reputation and the image and reputation of our brands and may adversely affect our business.
Allegations, even if untrue, that we are not meeting our commitments or the actual or perceived failure by our suppliers or other business partners to comply with applicable workplace and labor laws, including child labor laws, or their actual or perceived abuse or misuse of migrant workers could negatively affect our reputation and the image and reputation of our brands and may adversely affect our business.
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.
Improper disclosure of personal data and any other violations of privacy, personal data protection or cybersecurity 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.
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.
We may not be able to increase our prices to offset these increased costs or increase our prices without experiencing 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.
In 2023, as in previous years, we experienced several cybersecurity incidents and other disruptions to our information systems. None of these incidents and systems disruptions, including those reported to us by our third-party partners, had a material impact on our business or operations or resulted in material unauthorized access to our data or our customers’ data.
In 2024, as in previous years, we experienced several cybersecurity incidents and other disruptions to our information systems. None of these incidents and systems disruptions, including those reported to us by our third-party partners, had a material impact on our business or operations or resulted in material unauthorized access to our data or our customers’ data.
See “—Our subsidiary Ambev operates a joint venture in Cuba, in which the Government of Cuba is its joint venture partner.
See “—Our subsidiary Ambev operates a joint venture in Cuba, in which the Government of Cuba is its indirect joint venture partner.
Despite the precautions we take, in the event that any failure to comply with accepted food safety and regulatory standards (such as a contamination or a defect) does occur in the future, it may lead to business interruptions, product recalls or liability, each of which could have an adverse effect on our business, reputation, prospects, financial condition and results of operations.
Despite the precautions we take, in the event that any failure to comply by us or our business partners with accepted food safety and regulatory standards (such as a contamination or a defect) does occur in the future, it may lead to business interruptions, product recalls or liability, each of which could have an adverse effect on our business, reputation, prospects, financial condition and results of operations.
See “—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.” Damage to our reputation or the image and reputation of our brands can adversely affect our business.
See “—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 or supply chain inputs.” Damage to our reputation or the image and reputation of our brands can adversely affect our business.
While we aim to dynamically allocate excess cash between our capital allocation priorities, our level of outstanding debt may restrict the amount of dividends we are able to pay. Our ability to repay and renegotiate our outstanding indebtedness will depend upon market conditions.
While we aim to dynamically allocate excess cash between our capital allocation priorities, our level of outstanding debt may restrict the amount of dividends we pay. Our ability to repay and renegotiate our outstanding indebtedness will depend upon market conditions.
The markets in certain raw materials or commodities have experienced and may in the future experience shortages and significant price fluctuations, including as a result of inflationary pressures, the ongoing conflict between Russia and Ukraine and in the Middle East, including the conflict in the Red Sea, increased energy prices, public health crises, fluctuations in currency exchange rates, constraints on sourcing and unexpected increases in tariffs on such raw materials and commodities.
The markets in certain raw materials or commodities have experienced and may in the future experience shortages and significant price fluctuations, including as a result of inflationary pressures, the ongoing conflict between Russia and Ukraine and in the Middle East, including the conflict in the Red Sea, increased energy prices, public health crises, fluctuations in currency exchange rates, constraints on sourcing or the quality of crops and increases in tariffs on such raw materials and commodities.
In addition, a majority of our shareholders may release a director from any claim of liability we may have, including if he or she has acted in bad faith or has breached his or her duty of loyalty, provided, in some cases, that the relevant acts were specifically mentioned in the convening notice to the shareholders’ meeting deliberating on the discharge.
In addition, a majority of our shareholders may release a director from -29- Table of Contents any claim of liability we may have, including if he or she has acted in bad faith or has breached his or her duty of loyalty, provided, in some cases, that the relevant acts were specifically mentioned in the convening notice to the shareholders’ meeting deliberating on the discharge.
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.
Unauthorized or accidental access to, or destruction, loss, alteration, disclosure, misuse or unavailability of, information systems, including those of third parties, 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.
Additionally, unfavorable economic conditions may negatively impact our suppliers, distributors, contractors, financial counterparties or other third-party partners who may experience cash flow problems, increased credit defaults, decreases in disposable income or other financial issues.
Additionally, unfavorable economic conditions may negatively impact our suppliers, distributors, contractors, financial counterparties or other third-party partners which may experience cash flow problems, increased credit defaults, decreases in disposable income or other financial issues.
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.
For example, 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.
Due to our geographic mix, these factors could affect us more than certain of our competitors, and any general decline in developing markets as a whole could impact us disproportionately compared to our competitors with less exposure to developing markets. Competition and changing consumer preferences could lead to a reduction in our margins, increase costs and adversely affect our profitability.
Due to our geographic mix, these factors could affect us more than certain of our competitors, and any general decline in developing markets as a whole could impact us disproportionately compared to our competitors with less exposure to developing markets. -14- Table of Contents Competition and changing consumer preferences could lead to a reduction in our margins, increase costs and adversely affect our profitability.
Regardless of such measures, we may suffer financial and reputational damage because of the impact of any such incident, including business disruption, an inability to meet contractual obligations or lost or misappropriated confidential information belonging to us, our current or former employees, our customers or suppliers, or consumers or other data subjects.
Regardless of such measures, we may experience financial and reputational damage because of the impact of any such cybersecurity incident, including business disruption, an inability to meet contractual obligations or lost or misappropriated confidential information belonging to us, our current or former employees, our customers or suppliers, or consumers or other data subjects.
Other risks related 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.
Other risks related 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 or supply chain inputs.
Although Cervecería Bucanero S.A.’s production is primarily sold in Cuba, a small portion of its production is exported to and sold by certain distributors in other countries outside Cuba (but not in the United States). Based on U.S. foreign policy, the U.S. Treasury Department’s Office of Foreign Assets Control and the U.S.
Although Cervecería Bucanero S.A.’s production is primarily sold in Cuba, a small portion of its production is exported to and sold by certain distributors in other countries outside Cuba (but not in the United States). -19- Table of Contents Based on U.S. foreign policy, the U.S. Treasury Department’s Office of Foreign Assets Control and the U.S.
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.
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.
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.
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.
Although our operations in Cuba through our subsidiary Ambev are quantitatively immaterial, our overall business reputation may suffer or we may face additional regulatory scrutiny as a result of our activities in Cuba based on the identification of Cuba as a target of U.S. economic and trade sanctions.
Although our operations in Cuba through our subsidiary Ambev are quantitatively immaterial, our overall business reputation may be harmed or we may face additional regulatory scrutiny as a result of our activities in Cuba based on the identification of Cuba as a target of U.S. economic and trade sanctions.
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.
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.
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.
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.
Memorandum and Articles of Association and Other Share Information—Form and Transferability of Our Shares—Restricted Shares—Conversion into Ordinary Shares”); • potential or actual sales of blocks of our Ordinary Shares (including those converted from Restricted Shares) or ADSs in the market by any shareholder or short selling of our Ordinary Shares or ADSs.
Memorandum and Articles of Association and Other Share Information—Form and Transferability of Our Shares—Restricted Shares—Conversion into Ordinary Shares”); -25- Table of Contents • potential or actual sales of blocks of our Ordinary Shares (including those converted from Restricted Shares) or ADSs in the market by any shareholder or short selling of our Ordinary Shares or ADSs.
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.
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, foreign exchange, 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. • Fluctuations in foreign currency exchange rates may lead to volatility in our results of operations. • Our business, financial performance and results of operations have been, and may continue to be, adversely affected by military conflicts and their related consequences. • 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. • The ability of our subsidiaries to distribute cash upstream may be subject to various conditions and limitations. 2.
Our reputation and the image and reputation of our brands could be damaged as a result of consumers’ perceptions of our support of, association with or lack of support or disapproval of certain social causes.
Our reputation and the image and reputation of our brands could be damaged as a result of consumers’ perceptions of our support of, association with or lack of support or disapproval of certain causes or individuals.
Department of Justice to the court that continuation of the consent decree is no longer necessary or in the public interest. Our compliance with our obligations under the settlement agreement is monitored by the U.S. Department of Justice and the Monitoring Trustee appointed by it.
Department of Justice to the court that continuation of the consent decree is no longer necessary or in the public interest. Our compliance with our obligations under the settlement agreement is monitored -13- Table of Contents by the U.S. Department of Justice and the Monitoring Trustee appointed by it.
Investors in our shares and American Depositary Shares (“ ADSs ”) could lose all or part of their investment. You should carefully consider the following information in conjunction with the other information contained or incorporated by reference in this document.
Investors in our shares and American Depositary Shares (“ ADSs ”) could lose all or part of their investment. -1- Table of Contents You should carefully consider the following information in conjunction with the other information contained or incorporated by reference in this document.
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.
In addition, in connection with our previous acquisitions, various regulatory authorities have previously imposed conditions with which we are required to comply.” 4. Market Risks We are exposed to developing market risks, including the risks of devaluation, nationalization and inflation.
For further discussion of the risks imposed by hyperinflation in Argentina, see “—Fluctuations in foreign currency exchange rates may lead to volatility in our results of operations.” These various factors could adversely impact our business, results of operations and financial condition.
For further discussion of the risks imposed by macroeconomic volatility, see “—Fluctuations in foreign currency exchange rates may lead to volatility in our results of operations.” These various factors could adversely impact our business, results of operations and financial condition.
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.
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.
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.
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. SUMMARY OF RISK FACTORS Risks relating to us and our activities 1.
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.
A substantial proportion of our operations are carried out in developing markets, representing approximately 65% of our 2024 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.
Any changes to existing personal data protection laws and the introduction of such laws in other jurisdictions, have subjected and may continue in the future to subject us to, among other things, additional costs and expenses and have required and may in the future require costly changes to our business practices and security systems, policies, procedures and practices.
Any changes to existing privacy, personal data protection or cybersecurity laws and the introduction of such laws in other jurisdictions, have subjected and may continue in the future to subject us to, among other things, additional costs and expenses and have required and may in the future require costly changes to our business practices, security systems and technologies, policies, procedures and practices.
Contractual Obligations and Contingencies—Contingencies” and note 29 to 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 certain material contingencies which we believe are reasonably possible (but not probable) to be realized.
Contractual Obligations and Contingencies—Contingencies” and note 29 to our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024, for a description of certain material contingencies which we believe are reasonably possible (but not probable) to be realized.
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.
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 adversely impact our reputation, our sales or our profitability.
If we fail to achieve these goals for any reason, there is a risk of reputational damage. As a result, the effects of climate change could have a long-term, material adverse impact on our business and results of operations.
If we fail to achieve these goals or ambition for any reason, there is a risk of reputational damage. As a result of the foregoing factors, the effects of climate change could have a long-term, material adverse impact on our business and results of operations.
Such distributors are either government-controlled or privately owned but independent wholesale distributors for distribution of our products. See “Item 4. Information on the Company—B. Business Overview—7. Distribution of Products” and “Item 4. Information on the Company—B. Business Overview—11. Regulations Affecting Our Business” for further information in this respect.
Such distributors are typically either government-controlled or independent and privately owned. See “Item 4. Information on the Company—B. Business Overview—7. Distribution of Products” and “Item 4. Information on the Company—B. Business Overview—11. Regulations Affecting Our Business” for further information in this respect.
The regulations adopted by the authorities in these countries govern many parts of our operations, including brewing, marketing and advertising (in particular to ensure our advertising is directed to individuals of legal drinking age), consumer promotions and rebates, environmental protection, workplace safety, transportation, distributor relationships, retail execution, sales and data privacy.
The regulations adopted by the authorities in these countries govern many parts of our operations, including brewing, marketing and advertising (in particular to ensure our advertising is directed to individuals of legal -16- Table of Contents drinking age), consumer promotions and rebates, environmental protection, workplace safety, transportation, distributor relationships, retail execution, imports and exports, sales and data privacy.
For more information, see “—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.” We may have a conflict of interest with our majority-owned subsidiaries and we may not be able to resolve such conflict on terms favorable to us.
For more information, see “—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 adversely impact our reputation, our sales or our profitability.” -12- Table of Contents We may have a conflict of interest with our majority-owned subsidiaries and we may not be able to resolve such conflict on terms favorable to us.
Negative publicity and campaigns, actions or statements by activists or other public figures, whether or not warranted, connecting us, our supply chain or our business partners with workplace and human rights issues, whether actual or perceived, could adversely impact our reputation and may cause our business to suffer.
Negative publicity and campaigns, actions or statements by activists or other public figures, whether or not warranted, connecting us, our supply chain or our business partners with workplace and human rights issues, whether actual or perceived, could adversely impact our reputation and our business.
Key Factors Affecting Results of Operations—Foreign Currency.” Significant changes in the value of foreign currencies relative to the U.S. dollar could adversely affect the amounts we record for our foreign assets, liabilities, revenues and expenses, and could have a negative effect on our results of operations and profitability. See “Item 5. Operating and Financial Review—E.
Significant changes in the value of foreign currencies relative to the U.S. dollar could adversely affect the amounts we record for our foreign assets, liabilities, revenues and expenses, and could have a negative effect on our results of operations and profitability. See “Item 5. Operating and Financial Review—E.
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.
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 recent years which may continue.
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.
In addition, regulators in various jurisdictions, including Europe and the U.S., have recently focused efforts on increased disclosures and due diligence obligations related to sustainability matters, including mitigation of climate change and human rights concerns, 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.
See “—Fluctuations in foreign currency exchange rates may lead to volatility in our results of operations” for further details on risks related to foreign exchange exposure.
See “—Fluctuations in foreign currency exchange rates may lead to volatility in our results of operations” for further -9- Table of Contents details on risks related to foreign exchange exposure.
Any changes to or transitions of processes to, from or within shared services centers could lead to business disruptions, loss of sensitive or confidential data, and other harms.
Any changes to or transitions of processes to, from or within shared services centers could lead to business disruptions, loss of -23- Table of Contents sensitive or confidential data, and other harms.
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.
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 and public advocacy regarding perceived or potential health risks, as well as changes in related 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. -2- Table of Contents • 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. • 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.
We rely on information and operational technology systems, networks and services (“ information systems ”) to support our business processes and activities, including procurement and supply chain, manufacturing, sales, human resources management, distribution and marketing.
Like most major corporations, we rely on information and operational technology systems, networks and services (“ information systems ”) to support our business processes and activities, including procurement and supply chain, manufacturing, sales, human resources management, distribution and marketing.
In recent years, we have given priority, among other things, to allocate surplus free cash flow (remaining after investments in our business) to balance leverage, return cash to shareholders and pursue selective mergers and acquisitions.
In recent years, we have given priority, among other things, to allocate surplus free cash flow (remaining after investments in our business) to balance leverage, return cash to shareholders (including by funding share repurchases), and pursue selective mergers and acquisitions.
The foregoing may affect the price and availability of raw materials and commodities that we use to manufacture our products, as well as the cans and bottles in which our products are packaged.
The foregoing may affect the price and availability of raw materials and commodities that we use to manufacture our products and the packaging materials in which our products are packaged, including cans and bottles.
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”.
Additionally, 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.
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.
As of 31 December 2024, our largest shareholder, Stichting Anheuser-Busch InBev (the “ Stichting ”), owned 33.57% 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, 39.05% of our voting rights), based on the number of shares outstanding on 31 December 2024, excluding the 43,809,952 treasury shares held by us and certain of our subsidiaries (see “Item 7.
Factors such as increased economic and political pressures to increase tax revenues have contributed to an increase in audit activity, tax authorities becoming more aggressive in their interpretation and enforcement of tax laws, more time and difficulty to resolve any audits or disputes and an increase in new tax legislation.
Factors such as increased economic and political pressures to increase tax revenues have contributed to an increase in audit activity, tax authorities taking increasingly opposing positions in their interpretation and enforcement of tax laws, more time and difficulty to resolve any audits or disputes and an increase in new tax legislation.
These factors include, but are not limited to, the following: • market expectations for our financial performance; • actual or anticipated fluctuations in our results of operations and financial condition; • changes in the estimates of our results of operations by securities analysts; • the conversion of Restricted Shares into Ordinary Shares, the Restricted Shares having become so convertible since 11 October 2021 (see “Item 10—Additional Information—B.
These factors include, but are not limited to, the following: • market expectations for our financial performance; • actual or anticipated fluctuations in our results of operations and financial condition; • volatility in the market as a whole or investor perception of the beverage industry or of our competitors; • changes in the estimates of our results of operations by securities analysts; • the conversion of Restricted Shares into Ordinary Shares, the Restricted Shares having become so convertible since 11 October 2021 (see “Item 10—Additional Information—B.
There is no assurance that our security and privacy controls over personal data, the training of employees and vendors on data privacy and data security, and the policies, procedures and practices we implemented or may implement in the future will prevent the improper disclosure of personal data.
There is no assurance that our security and privacy controls over personal data, the training of employees and vendors on data privacy and cybersecurity, and the policies, procedures and practices we have implemented or may implement in the future, or those of our third party partners, will prevent the improper disclosure of personal data.
However, the Belgian Corporate Governance Code recommends only that a majority of the directors on each of these committees meet the technical requirements for independence under Belgian corporate law. All voting members of our Audit Committee are independent for purposes of Rule 10A-3 under the U.S.
However, the Belgian Corporate Governance Code recommends only that a majority of the directors on each of these committees meet the technical requirements for independence under Belgian corporate law. All voting members of our Audit Committee are independent for purposes of Rule 10A-3 under the U.S. Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).
We rely on information systems, including through services operated or maintained by third parties, to collect, process, transmit and store large amounts of electronic data, including, but not limited to, sensitive, confidential or personal information of customers and consumers, to enable the operation and management of our business, including, but not limited to, internal and external communications, to provide services and to manufacture and distribute the products that we sell.
We also rely on these information systems to collect, process, transmit and store large amounts of electronic data, including, but not limited to, sensitive, confidential or personal information of customers and consumers, to enable the operation and management of our business, including, but not limited to, internal and external communications, to provide services and to manufacture and distribute the products that we sell.
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. These increases also adversely affect the affordability of our products and our profitability.
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.
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.
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.
Cerbuco Brewing Inc., (“ Cerbuco ”), a subsidiary of our subsidiary Ambev, owns a 50% equity interest in Cervecería Bucanero S.A., a Cuban company in the business of producing and selling beer. Consequently, we indirectly own, through our subsidiary Ambev, a 50% equity interest in Cervecería Bucanero S.A. The remaining 50% equity interest is owned by the Government of Cuba.
Cerbuco Brewing Inc., (“ Cerbuco ”), a subsidiary of our subsidiary Ambev, owns a 50% equity interest in Cervecería Bucanero S.A., a Cuban company in the business of producing and selling beer. Consequently, we indirectly own, through our subsidiary Ambev, a 50% equity interest in Cervecería Bucanero S.A.
In particular, in light of the increased debt that resulted from completion of the combination with SAB, deleveraging remains a priority and may restrict the amount of dividends we are able to pay. In line with our financial discipline and deleveraging objectives, any recommended dividends will balance our capital allocation priorities and dividend policy.
In particular, in light of the increased debt that resulted from completion of the combination with SAB, deleveraging remains a priority and may restrict the amount of dividends we pay. In line with our financial discipline and deleveraging objectives, any recommended dividends proposed by the Board in its discretion will balance our capital allocation priorities and dividend policy.
These and other factors related to the Stichting’s holding of a significant interest in our shares may reduce the liquidity of our shares and ADSs and their attractiveness to investors. We may be unable to pay dividends. As a general matter, we cannot guarantee that we will pay dividends in the future.
These and other factors related to the Stichting’s holding of a significant interest in our shares may reduce the liquidity of our shares and ADSs and their attractiveness to investors. -26- Table of Contents We may determine not to pay dividends. As a general matter, we cannot guarantee that we will pay dividends in the future.
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.
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 determine not 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 experience 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. -3- Table of Contents • 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 under U.S. federal and state laws and the NYSE rules. • 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 U.S.
Furthermore, 11.5% (USD 6.9 billion) of our total revenue of USD 59.4 billion in 2023 came from our Asia Pacific listed subsidiary, Budweiser Brewing Company APAC Limited (“ Budweiser APAC ”), which, since September 2019, is not wholly owned and is listed on the Hong Kong Stock Exchange.
Furthermore, 10.5% (USD 6.2 billion) of our total revenue of USD 59.8 billion in 2024 came from our Asia Pacific listed subsidiary, Budweiser Brewing Company APAC Limited (“ Budweiser APAC ”), which, since September 2019, is not wholly owned and is listed on the Hong Kong Stock Exchange.

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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.
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 2024 and 2023, and for the three years ended 31 December 2024 included in this Form 20-F for further details regarding our investment in AB InBev Efes. • 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. -55- Table of Contents • 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.
Such outsourcing mainly relates to secondary repackaging materials that we cannot practicably produce on our own, in which case our products are sent to external companies for repackaging (for example, gift packs with different types of beers). -61- Table of Contents Logistics Our logistics organization is composed of (i) a first tier, which comprises all inbound flows into the plants of raw materials and packaging materials and all outbound flows from the plants into the second drop point in the chain (for example, distribution centers, warehouses, wholesalers or key accounts), (ii) a second tier, which comprises all distribution flows from the second drop point into the customer delivery tier (for example, pubs or retailers) and more recently (iii) our own last mile delivery as part of our direct-to-consumer offerings, for example Zé Delivery in Brazil and TaDa Delivery across Latin America.
Such outsourcing mainly relates to secondary repackaging materials that we cannot practicably produce on our own, in which case our products are sent to external companies for repackaging (for example, gift packs with different types of beers). -53- Table of Contents Logistics Our logistics organization is composed of (i) a first tier, which comprises all inbound flows into the plants of raw materials and packaging materials and all outbound flows from the plants into the second drop point in the chain (for example, distribution centers, warehouses, wholesalers or key accounts), (ii) a second tier, which comprises all distribution flows from the second drop point into the customer delivery tier (for example, pubs or retailers) and more recently (iii) our own last mile delivery as part of our direct-to-consumer offerings, for example Zé Delivery in Brazil and TaDa Delivery across Latin America.
Risk Factors—Risks Relating to Our Business—Our subsidiary Ambev operates a joint venture in Cuba, in which the Government of Cuba is its joint venture partner. Cuba remains subject to comprehensive economic and trade sanctions by the United States and Ambev’s operations in Cuba may adversely affect our reputation and the liquidity and value of our securities” and “Item 5.
Risk Factors—Risks Relating to Our Business—Our subsidiary Ambev operates a joint venture in Cuba, in which the Government of Cuba is its indirect joint venture partner. Cuba remains subject to comprehensive economic and trade sanctions by the United States and Ambev’s operations in Cuba may adversely affect our reputation and the liquidity and value of our securities” and “Item 5.
We believe that the regulatory environment in most countries in which we operate is becoming increasingly stringent with respect to health issues and expect this trend to continue in the future. The distribution of our beer and other alcoholic beverage products may also be regulated.
We believe that the regulatory environment in most countries in which we operate is becoming increasingly stringent with respect to health issues and expect this trend to continue. The distribution of our beer and other alcoholic beverage products may also be regulated.
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.
We also produce and distribute soft drinks, particularly in Central and South America and Africa, and Beyond Beer products, such as Cutwater and NÜTRL in the United States; NÜTRL, Palm Bay, and Mike’s Hard Spirit in Canada; and Brutal Fruit and Flying Fish in South Africa.
License agreements entered into by us grant the right to third-party licensees to manufacture, package, sell and market one or several of our brands in a particular assigned territory under strict rules and technical requirements.
License agreements entered into by us may grant the right to third-party licensees to manufacture, package, sell and market one or several of our brands in a particular assigned territory under strict rules and technical requirements.
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.
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 2024 and 2023, and for the three years ended 31 December 2024.
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.
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 2024 and 2023, and for the three years ended 31 December 2024 included in this Form 20-F for further details regarding our investment in AB InBev Efes.
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.
Principal Activities and Products—Digital Transformation and New Businesses” below for further details regarding our efforts to digitize and monetize our ecosystem in 2024. 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.
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.
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 2023 (published in October 2024). Historically, brewing was a local industry with only a few players having a substantial international presence.
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.
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 or supply chain inputs,” “—B. Business Overview—6. Brewing Process; Raw Materials and Packaging; Production Facilities; Logistics—Capacity Expansion,” and “Item 5.
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.
On an individual country basis, our principal markets, during the year ended 31 December 2024, 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 2023 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 2024 fiscal year.
(2) In January 2023, we began construction of a new glass bottle plant in Brazil, which is expected to be completed in 2024. In addition to production facilities, we also maintain a geographical footprint in key markets through sales offices and distribution centers. Such offices and centers are opened as needs in the various markets arise.
(2) In January 2023, we began construction of a new glass bottle plant in Brazil, which is expected to be completed in 2025. In addition to production facilities, we also maintain a geographical footprint in key markets through sales offices and distribution centers. Such offices and centers are opened as needs in the various markets arise.
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.
We continue to have operational control of our US-based metal container operations. Furthermore, during 2024 and 2023, 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; -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 .
The business segments and their corresponding countries are: • North America : the United States and Canada; • Middle Americas : the Caribbean, Colombia, the Dominican Republic, Ecuador, El Salvador, Guatemala, Honduras, Mexico, Panama, Peru and other Middle Americas countries; -48- Table of Contents • 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 .
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.
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.” 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.
Our portfolio of well over 500 brands means we have beers for every type of occasion and our iconic brands bring people together across generations and communities. We hold the number one market share position in 28 markets globally, based on strong brands and the benefits of scale.
Our portfolio of well over 500 brands means we have beers for every type of occasion and our iconic brands bring people together across generations and communities. We hold the number one market share position in 28 countries globally, based on strong brands and the benefits of scale.
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.
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, -30- Table of Contents 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.
Please see “—Strengths—Strong brand portfolio with global, multi-country and local brands”, “Strengths—Strong consumer insights-driven brand development capabilities, “—2. Principal Activities and Products—Beer and Beyond Beer” and “—2. Principal Activities and Products—Non-Beer” below for further details regarding category growth in 2023.
Please see “—Strengths—Strong brand portfolio with global, multi-country and local brands”, “Strengths—Strong consumer insights-driven brand development capabilities, “—2. Principal Activities and Products—Beer and Beyond Beer” and “—2. Principal Activities and Products—Non-Beer” below for further details regarding category growth in 2024.
It is light in color with 4.5% alcohol by volume and a crisp refreshing taste. • Safari, first brewed in Tanzania in 1977, is a full-flavored, full-bodied beer with a rich golden color and taste that gave rise to a new era of beer brewing in Tanzania.
It is light in color with 4.5% alcohol by volume (“ ABV ”) and a crisp refreshing taste. • Safari, first brewed in Tanzania in 1977, is a full-flavored, full-bodied beer with a rich golden color and taste that gave rise to a new era of beer brewing in Tanzania.
Our portfolio of solutions focuses on three areas in this space which present opportunities to accelerate our growth and build on our ecosystem: our business-to-business platform, BEES, which provides e-commerce and fintech solutions to small and medium-sized retailers and services to our wholesalers; our digital direct-to-consumer solutions, which help bring us closer than ever to our consumers; and our biotech initiatives that aim to use our expertise in scaled fermentation to foster sustainable food production.
Our portfolio of solutions focuses on three areas in this space which present opportunities to accelerate our growth and build on our ecosystem: our business-to-business platform, BEES, which provides e-commerce and fintech solutions to retailers and services to our wholesalers; our digital direct-to-consumer solutions, which help bring us closer than ever to our consumers; and our biotech initiatives that aim to use our expertise in scaled fermentation to foster sustainable food production.
Our patent portfolio is carefully built to gain a competitive advantage and support our innovation and other intellectual assets. We currently have more than 230 pending and granted patent families, each of which covers one or more technological inventions.
Our patent portfolio is carefully built to gain a competitive advantage and support our innovation and other intellectual assets. We currently have more than 160 pending and granted patent families, each of which covers one or more technological inventions.
We maintain a comprehensive approach to insurable risk, which is mainly divided in two general categories: • Assets: a combination of self-insurance and insurance is used to cover our physical properties and business interruption; and • Liabilities: a combination of self-insurance and insurance is used to cover losses due to damages caused to third parties; for executive risks (risks related to our board and management); and automobile insurance (which is required by law in most jurisdictions).
We maintain a comprehensive approach to insurable risk, which is mainly divided in two general categories: -60- Table of Contents • Assets: a combination of self-insurance and insurance is used to cover our physical properties and business interruption; and • Liabilities: a combination of self-insurance and insurance is used to cover losses due to damages caused to third parties; for executive risks (risks related to our board and management); and automobile insurance (which is required by law in most jurisdictions).
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.
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 2024 and 2023, and for the three years ended 31 December 2024, for further details on commodities hedging.
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.
Results of Operations—Year Ended 31 December 2024 Compared to the Year Ended 31 December 2023—Revenue” of this Form 20-F and “Item 5. Operating and Financial Review—E. Results of Operations—Year Ended 31 December 2023 Compared to the Year Ended 31 December 2022—Revenue” of our Annual Report on Form 20-F for the fiscal year ended 31 December 2023.
We have entered into a number of licensing, distribution and importation agreements relating to our brands, including the following: • Stella Artois is licensed to third parties in various countries including Algeria, Bosnia and Herzegovina, Bulgaria, Croatia, the Czech Republic, Hungary, Israel, Kosovo, Montenegro, New Zealand, Romania, Serbia and Slovakia, while Beck’s is licensed to third parties in Algeria, Bosnia and Herzegovina, Bulgaria, Croatia, Hungary, Kosovo, Montenegro, New Zealand, Romania, Serbia, Slovakia, Tunisia and Turkey. • Anadolu Efes has the right to brew and sell Bud in Turkey.
We have entered into a number of licensing, distribution and importation agreements relating to our brands, including the following: • Stella Artois is licensed to third parties in various countries including Algeria, Bosnia and Herzegovina, Bulgaria, Croatia, the Czech Republic, Hungary, Israel, Kosovo, Montenegro, New Zealand, Romania, Serbia and Slovakia, while Beck’s is licensed to third parties in Algeria, Bosnia and Herzegovina, Bulgaria, Croatia, Hungary, Kosovo, Montenegro, New Zealand, Romania, Serbia, Slovakia, Tunisia and Turkey. • Anadolu Efes has the right to brew and sell Bud and Beck’s in Turkey and Löwenbräu in Georgia.
The hopped wort is saturated with air, or oxygen, essential for the growth of the yeast in the next stage. -58- Table of Contents Yeast is a micro-organism that turns the sugar in the wort into alcohol and carbon dioxide. This process of fermentation takes five to 11 days, after which the wort finally becomes beer.
The hopped wort is saturated with air, or oxygen, essential for the growth of the yeast in the next stage. Yeast is a micro-organism that turns the sugar in the wort into alcohol and carbon dioxide. This process of fermentation takes five to 11 days, after which the wort finally becomes beer.
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.
Geographically diversified with a balanced exposure to developed and developing markets, we leverage the collective strengths of approximately 144,000 colleagues based in nearly 50 countries worldwide.
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 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 ® , Carling Black Label ® , Cass ® , Castle ® , Castle Lite ® , Cristal ® , Harbin ® , Jupiler ® , Modelo Especial ® , Quilmes ® , Victoria ® , and Skol ® ).
We then work to position our existing brands (or introduce new brands) to address these opportunities, taking into account a variety of factors such as style, price point, emotional needs, and functional benefits. Our brand-building approach always starts with the consumer.
We then work to position our existing brands (or introduce new brands) to address these opportunities, taking into account a variety of factors such as style, price point, emotional needs, and functional benefits. -56- Table of Contents Our brand-building approach always starts with the consumer.
With well over 500 brands, of which 20 had an estimated turnover of over USD 1 billion in 2023, we believe our portfolio is the strongest in the industry.
With well over 500 brands, of which 20 had an estimated turnover of over USD 1 billion in 2024, we believe our portfolio is the strongest in the industry.
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.
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.
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.
As of 31 December 2024, we had a 61.7% voting and economic interest in Ambev. -31- Table of Contents • 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.
In other markets, wholesalers may play an important role in distributing a significant proportion of beer to consumers, either in part for legal reasons (for example, in certain U.S. states and Canada where there may be legal constraints on the ability of a beer manufacturer to own a wholesaler), because of historical market practice (for example, in China and Argentina) or because we have determined that third-party wholesalers provide the most effective route of distribution (which is generally the case in the United States).
In other markets, wholesalers may play an important role in distributing a significant proportion of beer to consumers, either in part for legal reasons (for example, in certain U.S. states and Canada where there may be legal constraints on the ability of a beer manufacturer to own a wholesaler), because of historical market practice (for example, in China and Argentina) or because we have determined that third-party wholesalers provide the most effective route of distribution.
Renato Paes de Barros 1017 3° Andar Itaim Bibi São Paulo, Brazil Brazil 61.76 % 61.76 % Budweiser Brewing Company APAC Limited Suite 2701, Hysan Place 500 Hennessy Road, Causeway Bay Hong Kong SAR, China Cayman Islands 87.22 % 87.22 % Cervecería Modelo de México, S. de R.L. de C.V.
Rua Dr. Renato Paes de Barros 1017 3° Andar Itaim Bibi São Paulo, Brazil Brazil 61.74 % 61.74 % Budweiser Brewing Company APAC Limited Suite 2701, Hysan Place 500 Hennessy Road, Causeway Bay Hong Kong SAR, China Cayman Islands 87.22 % 87.22 % Cervecería Modelo de México, S. de R.L. de C.V.
North America • Bud Light, a premium American light lager, is the number one beer brand in the United States based on volume sales (Circana MULC).
North America • Bud Light, a premium American light lager, is the number one beer brand in the United States based on volume sales (Circana 2024).
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.
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.
Our innovation strategy is translated into our R&D priorities, which consist of breakthrough innovation, incremental innovation and renovation (that is, updates and enhancements of existing products and packages). The main goal for the innovation process is to provide consumers with better products and experiences.
Our innovation strategy is translated into our R&D priorities, which consist of breakthrough innovation, incremental innovation and renovation (that is, updates and enhancements of existing products and packages). The main goal for -57- Table of Contents the innovation process is to provide consumers with better products and experiences.
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.
The table below provides additional detail on these facilities as of 31 December 2024. -52- Table of Contents Type of plant / facility Number of plants /facilities (1) Countries in which plants / facilities are located (1) Malt plants 20 Argentina, Brazil, Colombia, Ecuador, Mexico, Peru, South Africa, South Korea, Tanzania, Uganda, United States, Uruguay, Zambia Rice and corn grits mill 6 Argentina, Bolivia, Peru, United States Farm and agriculture 3 Germany, South Africa, United States 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 7 Brazil, United States Total 60 Notes: (1) Excludes plants and facilities owned by joint ventures and assets where we are not the majority owner.
Therefore, today’s leading international brewers have significantly more diversified operations and have established leading positions in a number of international markets. We have participated in this consolidation trend and grown our international footprint through a series of mergers and acquisitions, described in “—A.
Therefore, today’s leading international brewers have significantly more diversified operations and have established leading positions in a number of international markets. -49- Table of Contents We have participated in this consolidation trend and grown our international footprint through a series of mergers and acquisitions, described in “—A.
In some instances, we have acquired third-party distributors to help us self-distribute our products, as we have done in Brazil. Due to strategic reasons and supply chain complexity, in some countries we operate a combined model with our own third-party distributors and wholesalers.
In some instances, we have acquired third-party distributors to help us self-distribute our products. Due to strategic reasons and supply chain complexity, in some countries we operate a combined model with our own third-party distributors and wholesalers.
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.
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 2024 were 500 million hectoliters and 510 million hectoliters for the year ended 31 December 2023. 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. -65- Table of Contents 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. Innovation, Research and Development Given our focus on innovation, we place a high value on research and development (“ R&D ”).
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.
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. -44- Table of Contents • Pilsen, first brewed 150 years ago in Peru, is Peru’s leading beer.
Our DTC Business is made up of a portfolio of more than 13,000 retail stores, such as Modelorama in Mexico, and digital businesses that operate under three leading digital brands: Ze Delivery in Brazil, TaDa in Latin America and Africa, and PerfectDraft in Europe.
Our DTC Business is made up of a portfolio of more than 11,500 retail stores, such as Modelorama in Mexico, and digital businesses that operate under three leading digital brands: Ze Delivery in Brazil, TaDa in Latin America and Africa, and PerfectDraft in Europe.
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.
As of 31 December 2024, we employed approximately 144,000 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.
Following the full exercise of the over-allotment option, we control 87.22% of the issued share capital of Budweiser APAC. • On 1 June 2020, we completed the sale of our Australia business (Carlton & United Breweries) to Asahi for AUD 16.0 billion, resulting in net proceeds of USD 10.8 billion.
Following the full exercise of the over-allotment option, we control 87.2% of the issued share capital of Budweiser APAC. -32- Table of Contents • On 1 June 2020, we completed the sale of our Australia business (Carlton & United Breweries) to Asahi for AUD 16.0 billion, resulting in net proceeds of USD 10.8 billion.
Together with local authorities, other water users, and non-governmental organizations like the WWF and The Nature Conservancy, we have devoted financial and technical resources to green infrastructure initiatives, conservation and reforestation projects, habitat restoration efforts, and soil conservation techniques.
Together with local authorities, other water users, and non-governmental organizations like the World Wildlife Fund and The Nature Conservancy, we have devoted financial and technical resources to green infrastructure initiatives, conservation and reforestation projects, habitat restoration efforts, and soil conservation techniques.
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 main brands we sell in the markets listed below as of 31 December 2024.
Other Initiatives We routinely engage with stakeholders including NGOs, academic institutions and local communities to understand and benefit from their perspectives on sustainable development along brewing value chains. We recognize the critical role that companies can play in addressing some of the world’s most pressing sustainability challenges, such as climate change and water scarcity.
Other Initiatives We routinely engage with stakeholders including non-profit organizations, academic institutions and local communities to understand and benefit from their perspectives on sustainable development along brewing value chains. We recognize the critical role that companies can play in addressing some of the world’s most pressing sustainability challenges, such as water scarcity.
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.
The top three markets in terms of revenue for Stella Artois as of 2024 are the United States, the United Kingdom and Brazil with expansion plans well under way in several new growth markets, including South Africa and Colombia.
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.
In terms of revenue, our non-beer activities generated 11.8% of consolidated revenue in 2024 compared to 11.3% in 2023 and 10.8% in 2022, based on our actual historical financial information for these periods.
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.
We also manufacture and distribute third-party brands 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.
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 or supply chain inputs,” “Item 3. Key Information—D.
This may have an impact on our soft drink business. We are subject to antitrust and competition laws in the jurisdictions in which we operate and may be subject to regulatory scrutiny in certain of these jurisdictions. See “Item 3. Key Information—D.
This may have an impact on our business. -59- Table of Contents We are subject to antitrust and competition laws in the jurisdictions in which we operate and may be subject to regulatory scrutiny in certain of these jurisdictions. See “Item 3. Key Information—D.
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.
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.
Premiumization : addressing various consumer needs and occasions through an industry-leading portfolio of above core brands; and v. Beyond Beer : expanding our portfolio to address evolving consumer tastes with flavored alcoholic beverage, hard seltzer and canned cocktail offerings to tap into new consumption occasions.
Occasions Development : expanding beer consumption beyond traditional occasions; iv. Premiumization : addressing various consumer needs and occasions through an industry-leading portfolio of above core brands; and -33- Table of Contents v. Beyond Beer : expanding our portfolio to address evolving consumer tastes with flavored alcoholic beverage, hard seltzer and canned cocktail offerings to tap into new consumption occasions.
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.
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.
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.
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 70 countries worldwide. • Michelob ULTRA was rolled out nationally in the United States in 2002 and grew to become the second largest beer brand by revenue in the U.S., according to Circana 2024.
See “—Beer” above for more information. Beyond Beer The beyond beer segment continues to be a growth driver in the industry, as consumers demand sweet, fruity, flavorful drinks. We are innovating to meet consumers on more occasions. Our global beyond beer business contributed revenue of USD 1.5 billion in 2023.
See “—Beer” above for more information. Beyond Beer The Beyond Beer segment continues to be a growth driver in the industry, as consumers demand sweet, fruity, flavorful drinks. We are innovating to meet consumers on more occasions. Our global Beyond Beer business contributed 2% of our revenue in 2024.
Principal Activities and Products—Beer.” We seek to constantly strengthen and develop our brand portfolio through enhancement of brand quality, marketing, and product innovation. Our marketing team therefore works together closely with our research and development team (see “—10.
Principal Activities and Products—Beer.” We seek to constantly strengthen and develop our brand portfolio through enhancement of brand quality, marketing, and product innovation. Our marketing team therefore works together closely with our research and development team (see “—10. Intellectual Property; Innovation; Research and Development” for further information).
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.
María Panama Beer : Atlas Golden Xtra, Balboa, Becks, Budweiser, Corona, Hoegaarden, Leffe, Michelob ULTRA, Modelo Especial, Modelo Negra, Stella Artois Non-Beer : 7UP, Canada Dry, Malta Vigor, Mirinda, Orange Crush, Pepsi, Pony Malta, Red Bull, Squirt Peru Beer and Beyond Beer : Arequipeña, Barbarian, Budweiser, Corona, Cristal, Cusqueña, Golden, Kauffman, Mike’s Hard, Pacífico, Pilsen Callao, Pilsen Trujillo, San Juan, Stella Artois Non-Beer : Agua Tonica, Cristalina, Guaraná Antarctica, Maltin Power, 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, Goose Island, Isidra, Michelob ULTRA, 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 : Baltica, Budweiser, Chicha Taquiña, Corona, Ducal, Golden by Skol, Huari, Paceña, Stella Artois, Taquiña Non-Beer : 7UP, Guaraná Antárctica, Gatorade, H20H!, Maltin, Pepsi, Pepsi Black, Somos (water) Brazil Beer and Beyond Beer : Antarctica, Antarctica SubZero, Beats family, Beck’s, Bohemia, Brahma, Brahma 0.0%, Brahma Duplo Malte, Brutal Fruit, Budweiser, Budweiser Zero, Colorado, Corona, Corona Cero, Goose Island, Hoegaarden, Leffe, Magnifica, Michelob ULTRA, Mike’s Ice Lemonade, Original, Patagonia, Polar, Serramalte, Skol, Skol Puro Malte, Spaten, Stella Artois, Stella Artois Pure Gold, Vinho do Zé, Wälls Non-Beer : AMA, Baré, Fusion, Gatorade, Guaraná Antárctica, H2OH!, Lipton, Pepsi, Pepsi Black, Red Bull, Soda, Sukita, Tônica Antárctica and Antárctica Soda Limonada Chile Beer and Beyond Beer : Baltica, Beck’s, Becker, Budweiser, Budweiser Zero, Corona, Corona Cero, Corona Tropical, 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 Paraguay Beer and Beyond Beer : Antarctica, Baviera, Brahma, Brahma Subzero, Brahma Pomelo, Brahma Frutos Rojos, Budweiser, Bud66, Colorado, Corona, Michelob ULTRA, Mike’s, Norte, Novecento, Ouro Fino, Patagonia, Pilsen, Pilsen Extra, Skol, Stella Artois, Stella 0.0 Non-Beer : Caldén 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 : Belle-Vue, Corona Cero, Corona Extra, Cubanisto, Deus, Ezy Energy Drink, 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 -39- Table of Contents Country by Region Brands France Beer and Beyond Beer : Beck’s, Bud, Bud Zero, 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, Vega, Victoria Germany Beer and Beyond Beer : Beck’s, Beck’s Blue Alkoholfrei, Beck’s Unfiltered, Corona Cero, Corona Extra, Diebels, Franziskaner, Franziskaner Alkoholfrei, Haake-Beck, Hasseröder, Leffe, Löwenbräu, San Miguel, Spaten, Stella Artois Italy Beer and Beyond Beer : Bass, Beck’s, Beck’s Blue Alkoholfrei, Beck’s Unfiltered, Birra del Borgo, Bud, Corona Cero, Corona Extra, Franziskaner, Goose Island, Hoegaarden, Kwak, Leffe, Lowenbrau, Spaten, Stella Artois, Tennent’s Super Luxembourg Beer and Beyond Beer : Beck’s, Beck’s Blue Alkoholfrei, Belle-Vue, Corona Cero, Corona Extra, Deus, Diekirch, Franziskaner, Franziskaner Alkoholfrei, Hoegaarden, Hoegaarden 0.0%, Jupiler, Jupiler 0.0%, Kwak, Leffe, Leffe 0.0%, Mousel, NÜTRL Vodka, Stella Artois, Stella Artois 0.0, Tripel Karmeliet, Victoria Netherlands Beer and Beyond Beer : Beck’s, Beck’s Blue Alkoholfrei, Belle-Vue, Bud, Bud Zero, Corona Cero, Corona Extra, Cubanisto, Deus, Dommelsch, Franziskaner, Franziskaner Alkoholfrei, Goose Island, Hertog Jan, Hertog Jan 0.0%, Hoegaarden, Hoegaarden 0.0%, Jupiler, Jupiler 0.0%, Kwak, Leffe, Leffe 0.0%, Löwenbräu, 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 : Bass, Beck’s, Beck’s Blue, Boddingtons, Budweiser, Budweiser Zero, Bud Light, Camden, Corona Cero, Corona Extra, Franziskaner, Franziskaner Alkoholfrei, Goose Island, Hoegaarden, Hoegaarden 0.0%, Leffe, Leffe 0.0%, Löwenbräu, Kopparberg Cidre, Magners Cidre, Mahou, Mike’s, Modelo, Spaten, Stella Artois, Stella Artois Unfiltered, Stella Artois 0.0, Tennent’s Super, Tripel Karmeliet, Via Roma Botswana Beer and Beyond Beer : Brutal Fruit, Budweiser, Carling Black Label, Castle Double Malt, Castle Lite, Chibuku, Corona, Flying Fish, Redd’s, Stella Artois, St.
Hops, PET resin and, to some extent, cans are mainly sourced globally. Malt, adjuncts (such as unmalted grains or fruit), sugar, steel, cans, labels, metal closures, soda ash for our glass plants, plastic closures, preforms and folding cartons are sourced regionally. Electricity is sourced nationally, while water is sourced locally, for example, from municipal water systems and private wells.
Malt, adjuncts (such as unmalted grains or fruit), sugar, steel, cans, labels, metal closures, soda ash for our glass plants, plastic closures, preforms and folding cartons are sourced regionally. Electricity is sourced nationally, while water is sourced locally, for example, from municipal water systems and private wells.
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. On 19 December 2023, we announced that Anadolu Efes has agreed to acquire the entirety of that 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.
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.
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.
Our portfolio includes: International Distribution • Beck’s, the world’s number one German beer, is renowned for uncompromising quality. It is brewed today, just as it was in 1873, with a rigorous brewing process and a recipe using only four natural ingredients. Beck’s adheres to the strictest quality standards of the German Reinheitsgebot (Purity Law).
Our portfolio includes: International Distribution • Beck’s, the world’s number one German beer, is renowned for uncompromising quality. It is brewed today, just as it was in 1873, with a rigorous brewing process and a recipe using only four natural ingredients.
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.
We granted Constellation Brands, Inc. the exclusive license for Corona beer, Modelo Especial, and certain other Grupo Modelo beer brands, including Pacifico, Negra Modelo and Victoria, in the 50 states of the United States, the District of Columbia and Guam.
We have supply contracts with respect to most packaging materials as well as our own production capacity as outlined below in “—Production Facilities.” The choice of packaging materials varies by cost and availability in different regions, as well as consumer preferences and the image of each brand. We also use aluminum cansheet for the production of beverage cans and lids.
We have supply contracts with respect to most packaging materials as well as our own production capacity as outlined below in “—Production Facilities.” The choice of packaging materials varies by cost and availability in different regions, as well as consumer preferences and the image of each brand.
Country by Region Brands North America Canada Beer and Beyond Beer : Alexander Keith’s, Archibald, American Vintage, Babe, Banded Peak, Beach Day Every Day, Beck’s, Boddington’s, Brava, Brickworks, Bud Light, Bud Light Seltzer, Budweiser, Busch, Corona, Cutwater, Goose Island, Hoegaarden, Kokanee, Labatt 50, Labatt Blue, Lakeport, Leffe, Löwenbräu, Lucky, Michelob ULTRA, Mike’s Malt, Mill Street, Modelo, NÜTRL, Okanagan, Oland, Palm Bay, Rockstar, Rolling Rock, Shock Top, Stanley Park, Stella Artois, Tempo, Wildcat United States Beer and Beyond Beer : Beck’s, Boddington’s, Bud Ice, Bud Light, Bud Light Lime, Bud Light Platinum, Bud Light Platinum Seltzer, Bud Light Seltzer, Bud Light Chelada, Bud Light Next, Bud Light Orange, Budweiser, Budweiser Chelada, Budweiser Zero, Budweiser Select, Busch, Busch 0.0%, Busch Light, Busch Light Peach, Busch Ice, Cantaritos, Cisco, Cutwater, Devil’s Backbone, Elysian, Estrella Jalisco, Four Peaks, Franziskaner, Golden Road, Goose Island, Hoegaarden, Hoop Tea, Hurricane, Karbach, King Cobra, Kona, Landshark, Leffe, Margaritaville, Michelob ULTRA, Michelob ULTRA Infusions, Michelob ULTRA Pure Gold, Michelob ULTRA Seltzer, Naturdays, Natural Light, Natural Ice, Natty Daddy, NÜTRL, O’ Douls, Presidente, Red Bridge, the Rita family, Rolling Rock, Spaten, Stella Artois, Wicked Weed Middle Americas Colombia Beer and Beyond Beer : Aguila family, Austen, Azteca, Bahia, Beck’s, Bogota Beer Company, Budweiser, Busch Light, Clover, Club Colombia family, Cola y Pola, Corona, Costeña family, Michelob ULTRA, Mike’s Hard, Nativa (local crop), Pilsen, Poker family, Redd’s, Stella Artois Non-Beer : Malta Leona, Pony Malta, Zalva -45- Table of Contents Country by Region Brands Dominican Republic Beer : Barcelo, Bohemia, Brahma, Budweiser, Corona, Hoegaarden, Leffe, Modelo (Especial and Negra), Presidente family, Stella Artois, The One Non-Beer : 7UP, 911, Malta Morena, Montpellier water, Pepsi, Red Bull, Red Rock Ecuador Beer : Archer Lager, Archer Light, Beck’s, Budweiser, Club family, Corona, Michelob ULTRA, Modelo Especial, Nuestra Siembra, Pilsener, Pilsener Light, Stella Artois Non-Beer : Corona Tropical, Manantial water, Nutrimalta, Pony Malta El Salvador Beer : Budweiser, Corona, Golden, Golden Extra, Imperial, Michelob ULTRA, Modelo, Oasis, Pilsener, Stella Artois Non-Beer : Coca-Cola, Cristal Sparkling, Cristal (Water), Del Valle, Fanta, Fresca, Fury, Fuze Tea, Monster, Powerade, Sprite, Tropical Guatemala Beer : Beck’s, Brahma, Bud Light, Budweiser, Busch, Corona, Goose Island, Hoegaarden, Leffe, Michelob ULTRA, Modelo (Especial and Negra), Stella Artois Honduras Beer and Beyond Beer : Barena, Budweiser, Corona, Imperial, Michelob ULTRA, Michelob ULTRA Seltzer, Modelo, SalvaVida, Stella Artois Non-Beer : Coca-Cola, Dasani (Water), Del Valle, Fanta, Fresca, Fury, Monster, Powerade, Sprite, Tropical Mexico Beer and Beyond Beer : Barrilito, Bud Light, Budweiser, Carta Clara, Corona Agua Rifada, Corona Cero, Corona Extra, Corona Light, Cucapá, Estrella, Leon, Michelob ULTRA, Michelob ULTRA Hard Seltzer, Modelo Especial, Montejo, Negra Modelo, Pacifico, Stella Artois, Victoria, Vicky Chelada, Vicky Chamoy, Vicky Mango Non-Beer : Acqua Panna, Garci Crespo, Nestlé Pureza Vital, Perrier, Sn.
Country by Region Brands North America Canada Beer and Beyond Beer : Alexander Keith’s, Archibald, American Vintage, Banded Peak, Beach Day Every Day, Beatbox, Beck’s, Boddington’s, Brava, Brickworks, Bud Light, Budweiser, Busch, Corona, Cutwater, Goose Island, Hoegaarden, Kokanee, Kootenay, Labatt 50, Labatt Blue, Lakeport, Leffe, Löwenbräu, Lucky, Michelob ULTRA, Mike’s, Mill Street, Modelo, NÜTRL, Okanagan, Oland, Pacifico, Palm Bay, Rockstar, Rolling Rock, Spaten, Stanley Park, Stella Artois, SVNS Hard 7-UP, Tempo, Wildcat United States Beer and Beyond Beer : Beck’s, Boddington’s, Bud Ice, Bud Light, Bud Light Lime, Bud Light Platinum, Bud Light Platinum Seltzer, Bud Light Seltzer, Bud Light Chelada, Bud Light Next, Bud Light Orange, Budweiser, Budweiser Chelada, Budweiser Zero, Budweiser Select, Busch, Busch NA, Busch Light, Busch Light Peach, Busch Ice, Cantaritos, Cisco, Cutwater, Devil’s Backbone, Elysian, Estrella Jalisco, Four Peaks, Franziskaner, Golden Road, Goose Island, Hoegaarden, Hoop Tea, Hurricane High Gravity, Karbach, King Cobra, Kona, Landshark, Leffe Blonde, MD 2020, Michelob Golden Draft, Michelob Golden Light, Michelob ULTRA, Michelob ULTRA Lime Cactus, Michelob ULTRA Pure Gold, Michelob ULTRA Seltzer, Michelob ULTRA Zero, Natural Light, Natural Ice, NÜTRL, O’ Douls, Presidente, Red Bridge, the Rita family, Rolling Rock, Spaten, Stella Artois, Stella Artois 0.0, Veza Sur, Wicked Weed, Wynwood Middle Americas Colombia Beer and Beyond Beer : Aguila family, Austen, Azteca, Bahia, Beck’s, Bogota Beer Company, Budweiser, Busch Light, Clover, Club Colombia family, Cola y Pola, Corona, Costeña family, Michelob ULTRA, Mike’s Hard, Modelo, Nativa (local crop), Pilsen, Poker family, Redd’s, Stella Artois Non-Beer : Malta Leona, Pony Malta, Zalva -37- Table of Contents Country by Region Brands Dominican Republic Beer : Barcelo, Bohemia, Brahma, Budweiser, Corona Cero, Corona Extra, Franziskaner, Hoegaarden, Leffe, Modelo (Especial and Negra), Presidente family, Stella Artois, The One Non-Beer : 7UP, 911, Coco Rico, Enriquillo, Löwenbräu., Malta Morena, Montpellier water, Pepsi, Red Bull, Red Rock Ecuador Beer : Beck’s, Budweiser, Club family, Corona, Modelo Especial, Nuestra Siembra, Nuestra Siembra Inti, Pilsener, Pilsener Light, Stella Artois Non-Beer : Nutrimalta, Pony Malta El Salvador Beer and Beyond Beer : Corona Cero, Corona Extra, Corona Tropical, Coronita Extra, Golden, Golden Extra, Imperial, Michelob ULTRA, Modelo, Pilsener, Stella Artois Non-Beer : Coca-Cola, Coca-Cola sin azúcar, Fury, Kinley, Cristal Sparkling, Cristal (Water), Del Valle, Fanta, Fresca, Fury, Fuze Tea, Monster, Oasis, Powerade, Sprite Guatemala Beer : Beck’s Blue Zero Alcohol, Brahma, Budweiser, Busch Light, Corona Cero, Corona Extra, Hoegaarden, Leffe, Michelob ULTRA, Modelo (Especial and Negra), Stella Artois Honduras Beer and Beyond Beer : Barena, Corona Cero, Corona Extra, Corona Tropical, Imperial, Michelob ULTRA, Michelob ULTRA Seltzer, Modelo Especial, Salva Vida Non-Beer : Coca-Cola, Dasani (Water), Del Valle, Fanta, Fresca, Fury, Fuze, Monster, Powerade, Sprite Mexico Beer and Beyond Beer : Barrilito, Bud Light, Budweiser, Carta Clara, Corona Cero, Corona Extra, Corona Golden Light, Corona Light, Cucapá, Estrella, Leon, Michelob ULTRA, Modelo family, Montejo, Pacifico family, Stella Artois, Victoria, Vicky Chamoy, Vicky Mango, Vicky Tomate, Vicky Piña Non-Beer : Acqua Panna, Garci Crespo, Nestlé Pureza Vital, Perrier, Sn.
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.
Louis Eswatini Beer and Beyond Beer : Black Crown, Brutal Fruit, Carling Black Label, Castle Double Malt, Castle Lager, Castle Lite, Castle Milk Stout, Corona, Flying Fish, Hansa Pilsener, Lion Lager, Redd’s, Sibebe, Stella Artois Ghana Beer : Brutal Fruit, Budweiser, Corona, Club Premium Lager, Club Shandy, Eagle Lager, Eagle Extra Stout, Stella Artois Non-Beer : Beta Malt -40- Table of Contents Country by Region Brands Lesotho Beer and Beyond Beer : Brutal Fruit, Carling Black Label, Castle Double Malt, Castle Lager, Castle Lite, Castle Milk Stout, Corona, Flying Fish, Hansa Pilsener, Maluti Premium Lager, Redd’s, Stella Artois Mozambique Beer and Beyond Beer : 2M, 2M Flow, Brutal Fruit, Budweiser, Castle Lite, Corona, 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 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, Bingwa, Budweiser, Castle Lager, Castle Lite, Castle Milk Stout, Corona, Dodoma, Eagle Lager, Flying Fish, Imagi, Kilimanjaro, Kilimanjaro Light, Konyagi, Redd’s, Safari, Safari Double Malt, Valuer, Viceroy, Zanzi Cream Non-Beer : Grand Malt Uganda Beer and Beyond Beer : Budweiser, Castle Lite, Chairmans ESB, Club Pilsener, Eagle family, Nile family, Redds, Stella Artois Zambia Beer and Beyond Beer : Brutal Fruit, Budweiser, Carling Black Label, Castle Lager, Castle Lite, Corona, Eagle family, Flying Fish, Mosi, Mosi Light, Smirnoff Spin, Smirnoff Storm, Stella Artois Asia Pacific China Beer : Beck’s, Blue Girl, Boxing Cat, Budweiser, Budweiser 0.0%, Budweiser Magnum, Budweiser Supreme, Bud Light, Corona, Corona Cero, Franziskaner, Goose Island, Guinness, Harbin family, Hoegaarden, Leffe, Michelob ULTRA, Sedrin, Stella Artois -41- Table of Contents Country by Region Brands India Beer and Beyond Beer : Budweiser, Budweiser 0.0%, Budweiser Beats, Budweiser Magnum, Corona, Goose Island, Haywards, Hoegaarden, Hoegaarden 0.0, Knockout, Leffe, 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, Budweiser, Corona, Hoegaarden, Leffe, Stella Artois, Zorok The table below sets out our sales broken down by business segment for the periods shown: 2024 2023 2022 Market Revenue( 1 ) (USD million) Revenue (% of total) Revenue( 1 ) (USD million) Revenue (% of total) Revenue( 1 ) (USD million) Revenue (% of total) North America 14,655 24.5 % 15,072 25.4 % 16,566 28.7 % Middle Americas 17,072 28.6 % 16,348 27.5 % 14,180 24.5 % South America 12,423 20.8 % 12,040 20.3 % 11,599 20.1 % EMEA 9,003 15.1 % 8,589 14.5 % 8,120 14.1 % Asia Pacific 6,196 10.4 % 6,824 11.5 % 6,532 11.3 % Global Export & Holding Companies 418 0.7 % 508 0.9 % 790 1.4 % Total 59,768 100.0 % 59,380 100.0 % 57,786 100.0 % Notes: (1) Revenue is turnover less excise taxes and discounts.
In 2024, Michelob ULTRA will be the official beer sponsor of Copa América and will expand its year-long NBA partnership globally. • Stella Artois is the number one Belgian beer in the world according to Plato Logic Limited, it is the world’s ninth most valuable beer brand according to the BrandZ ™ list of most valuable beer brands worldwide and it is distributed in over 100 countries worldwide.
In 2024, Michelob ULTRA was the official beer sponsor of Copa América and expanded its years-long NBA partnership globally. • Stella Artois is the number one Belgian beer in the world according to Plato Logic Limited, it is the world’s tenth most valuable beer brand according to the Kantar BrandZ ™ list of most valuable beer brands worldwide and it is distributed in over 100 countries worldwide.
For example, in 2023, we invested in additional brewing, packaging and distribution capacities in multiple countries including Argentina, Brazil, South Africa, the United Kingdom, Colombia, Honduras, Mexico, Zambia, China, India, Chile, the United States and others to meet our future demand expectations in these countries or for export volumes.
For example, in 2024, we invested in additional brewing, packaging and distribution capacities in multiple countries including Brazil, Colombia, Honduras, Mexico, South Africa, the United States and others to meet our future demand expectations in these countries or for export volumes.
Our developing markets 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.
Developed markets represented approximately 35% of our 2024 revenue and developing markets represented 65% of our 2024 revenue. Our developing markets 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.
(2) Revenue is turnover less excise taxes and discounts. In many jurisdictions, excise taxes make up a large proportion of the cost of beer charged to our customers (see “Item 5. Operating and Financial Review—A. Key Factors Affecting Results of Operations—Excise Taxes”).
(2) Revenue is turnover less excise taxes and discounts. In many jurisdictions, excise taxes make up a large proportion of the cost of beer charged to our customers (see “Item 5. Operating and Financial Review—A. Key Factors Affecting Results of Operations—Excise Taxes”). (3) The non-beer category includes soft drinks and certain other beverages.
We leverage the scale of our global footprint to replicate successful brand initiatives, market programs and best practices across multiple geographic markets. -43- Table of Contents Strong consumer insights-driven brand development capabilities As a consumer-focused, insights-driven company, we continuously strive to understand the values, lifestyles and preferences of today’s consumers.
We leverage the scale of our global footprint to connect with consumers through our global megaplatforms by replicating successful brand initiatives, market programs and best practices across multiple geographic markets. Strong consumer insights-driven brand development capabilities As a consumer-focused, insights-driven company, we continuously strive to understand the values, lifestyles and preferences of today’s consumers.
Although we have been striving to meet our goal, we believe we will not reach the target of 20% by 2025. When measured against the typical 5% ABV for beer, lower-alcohol alternatives are a larger part of our portfolio. Today, products at 4.5% ABV or below represent 54% of our portfolio.
Although we have been striving to meet this goal, we believe we will not reach the 20% goal by 2025. When measured against the typical 5% ABV for beer, lower-alcohol alternatives are a larger part of our portfolio. In 2024, products at 4.5% ABV or below represented 50.8% of our portfolio.
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.
The table below sets out the breakdown between our Beer and Beyond Beer and non-beer volumes and revenues. Based on our actual historical financial information for these periods, our non-beer activities accounted for 13.2% of consolidated volumes in 2024, 12.8% of consolidated volumes in 2023 and 12.3% of consolidated volumes in 2022.
We invest in our brands to create long-term and sustainable competitive advantages by meeting the various needs and expectations of consumers and by developing leading brand positions around the globe.
Beer and Beyond Beer Our brands are the foundation and the cornerstone of our relationships with consumers. We invest in our brands to create long-term and sustainable competitive advantages by meeting the various needs and expectations of consumers and by developing leading brand positions around the globe.
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.
The table below sets out our total volumes broken down by business segment for the periods shown: 2024 2023 2022 Market Volumes (million hectoliters) Volumes (% of total) Volumes (million hectoliters) Volumes (% of total) Volumes (million hectoliters) Volumes (% of total) North America 86 15.0 % 90 15.4 % 103 17.3 % Middle Americas 150 26.1 % 149 25.4 % 148 24.8 % South America 161 27.9 % 162 27.8 % 164 27.6 % EMEA 94 16.3 % 90 15.4 % 91 15.3 % Asia Pacific 84 14.7 % 93 15.9 % 89 15.0 % Global Export and Holding Companies 0 0.1 % 0 0.1 % 1 0.2 % Total 576 100.0 % 585 100.0 % 595 100.0 % 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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Business and asset disposal (including impairment losses) Business and asset disposals (including impairment losses) amounted to a net cost of USD 385 million for the year ended 31 December 2023, mainly comprising of a loss of USD 300 million we recognized upon disposal of a portfolio of eight beer and beverage brands and associated assets in the U.S. to Tilray Brands, Inc.
Business and asset disposals (including impairment losses) amounted to a net cost of USD 385 million for the year ended 31 December 2023, mainly comprising of a loss of USD 300 million we recognized upon disposal of a portfolio of eight beer and beverage brands and associated assets in the U.S. to Tilray Brands, Inc.
Apart from operating results net of capital expenditures, the net debt was impacted mainly by the payment of interests and taxes (USD 5.8 billion), dividend payments to shareholders of AB InBev and Ambev (USD 3.0 billion), foreign exchange impact on net debt (USD 0.9 billion increase of net debt) and the payment for the share buyback (USD 0.4 billion increase of net debt).
Apart from operating results net of capital expenditures, the net debt was impacted mainly by the payment of interests and taxes (USD 5.8 billion), dividend payments to shareholders of AB InBev and Ambev (USD 3.0 billion) and foreign exchange impact on net debt (USD 0.9 billion increase of net debt) and the payment for the share buyback (USD 0.4 billion increase of net debt).
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.
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 expense; income tax expense and other non-cash items included in profit.
Sensitivities on these metrics are considered and the calculations are corroborated by market multiples; • Projections are discounted at the unit’s weighted average cost of capital (“ WACC ”), considering sensitivities on this metric; and • Cost to sell is assumed to reach 2% of the entity value based on historical precedents.
The company considered sensitivities on these metrics and corroborated the calculations by market multiples; • Projections are discounted at the unit’s weighted average cost of capital (“ WACC ”), considering sensitivities on this metric; and • Cost to sell is assumed to reach 2% of the entity value based on historical precedents.
Subsequently, with effect from 8 September 2023, we exercised the second of our two options to further extend the maturity of the facility until February 2028 with total commitments of USD 9,750,000,000 for the period from February 2027 to February 2028. As of 31 December 2023, the facility was fully undrawn.
Subsequently, with effect from 8 September 2023, we exercised the second of our two options to further extend the maturity of the facility until February 2028 with total commitments of USD 9,750,000,000 for the period from February 2027 to February 2028. As of 31 December 2024, the facility was fully undrawn.
The most relevant restrictions are: • Legal drinking ages; • Global and national alcohol policy reviews and the implementation of policies aimed at preventing the harmful effects of alcohol misuse (including, among others, relating to underage drinking, drunk driving, drinking while pregnant and excessive or abusive drinking); • Restrictions on sales of alcohol generally or beer specifically, including restrictions on distribution networks, restrictions on certain retail venues, requirements that retail stores hold special licenses for the sale of alcohol, restrictions on times or days of sale and minimum alcohol pricing requirements; • Advertising restrictions, which affect, among other things, the media channels employed, the content of advertising campaigns for our products and the times and places where our products can be advertised, including, in some instances, sporting events; • Restrictions imposed by antitrust or competition laws; • Deposit laws (including those for bottles, crates and kegs); • Heightened environmental regulations and standards, including regulations addressing emissions of gas and liquid effluents and the disposal of waste and one-way packaging, compliance with which imposes costs; and • Litigation associated with any of the above.
The most relevant restrictions are: • Legal drinking ages; • Global and national alcohol policy reviews and the implementation of policies aimed at health consequences and preventing the harmful effects of alcohol misuse (including, among others, relating to underage drinking, drunk driving, drinking while pregnant and excessive or abusive drinking); • Restrictions on sales of alcohol generally or beer specifically, including restrictions on distribution networks, restrictions on certain retail venues, requirements that retail stores hold special licenses for the sale of alcohol, restrictions on times or days of sale, labeling requirements and minimum alcohol pricing requirements; • Advertising restrictions, which affect, among other things, the media channels employed, the content of advertising campaigns for our products and the times and places where our products can be advertised, including, in some instances, sporting events; • Restrictions imposed by antitrust or competition laws; • Deposit laws (including those for bottles, crates and kegs); • Heightened environmental regulations and standards, including regulations addressing emissions of gas and liquid effluents and the disposal of waste and one-way packaging, compliance with which imposes costs; and • Litigation associated with any of the above.
Although we believe that the assumptions applied in the determination are reasonable based on information available at the date of acquisition, actual results may differ from the forecasted amounts, and the difference could be material. -83- Table of Contents We test our goodwill and other long-lived assets for impairment annually or whenever events and circumstances indicate that the recoverable amount of those assets is less than their carrying amount.
Although we believe that the assumptions applied in the determination are reasonable based on information available at the date of acquisition, actual results may differ from the forecasted amounts, and the difference could be material. -74- Table of Contents We test our goodwill and other long-lived assets for impairment annually or whenever events and circumstances indicate that the recoverable amount of those assets is less than their carrying amount.
The Guarantees of a Subsidiary Guarantor will be terminated (and any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee) at substantially the same time that (i) the relevant Subsidiary Guarantor is released from its guarantee of both the SLL Revolving Facility (as defined below and as it may be amended from time to time) or is no longer a guarantor under such facility and (ii) the aggregate amount of indebtedness for borrowed money for which the relevant Subsidiary Guarantor is an obligor (as a guarantor or borrower) does not exceed 10% of the consolidated gross assets of the Parent Guarantor as reflected in the balance sheet included in its most recent publicly released interim or annual consolidated financial statements.
The Guarantees of a Subsidiary Guarantor will be terminated (and any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee) at substantially the same time that (i) the relevant Subsidiary Guarantor is released from its guarantee of both the SLL Revolving Facility (as defined below and as it may be amended from time to time) or is no longer a guarantor under such -109- Table of Contents facility and (ii) the aggregate amount of indebtedness for borrowed money for which the relevant Subsidiary Guarantor is an obligor (as a guarantor or borrower) does not exceed 10% of the consolidated gross assets of the Parent Guarantor as reflected in the balance sheet included in its most recent publicly released interim or annual consolidated financial statements.
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.
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 2025 onwards.
Significant acquisitions, divestitures, investments, transfers of activities between business segments and other structural changes in the years ended 31 December 2023 and 2022 are described below. 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.
Significant acquisitions, divestitures, investments, transfers of activities between business segments and other structural changes in the years ended 31 December 2024 and 2023 are described below. See also note 6 and note 8 to our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024 included in this Form 20-F.
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.
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 2024 and 2023, and for the three years ended 31 December 2024. 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. -107- 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. -98- Table of Contents Our optimal capital structure remains a net debt to Normalized EBITDA ratio of around 2x.
Results of Operations—Year Ended 31 December 2023 Compared to the Year Ended 31 December 2022—Cost of Sales” for additional details. In cases of sustained and elevated inflation across several of our key markets, it may be difficult to effectively manage the increases to our costs and we may not be able to pass these increased costs to our customers.
Results of Operations—Year Ended 31 December 2024 Compared to the Year Ended 31 December 2023—Cost of Sales” for additional details. In cases of sustained and elevated inflation across several of our key markets, it may be difficult to effectively manage the increases to our costs and we may not be able to pass these increased costs to our customers.
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.
The discounted cash flow approach was applied for the Colombia, Rest of Middle Americas, South Africa, Rest of Africa, Rest of Asia Pacific and the United States 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 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.
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 2024 and 2023, and for the three years ended 31 December 2024.
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.
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 2024 and 2023, and for the three years ended 31 December 2024. 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 2023, 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 2024, we had no outstanding commercial paper under these programs. Our ability to borrow additional amounts under the programs is subject to investor demand.
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.
Please refer to note 27 to our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024, 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 2023 and 2022, and for the three years ended 31 December 2023.
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 2024 and 2023, and for the three years ended 31 December 2024.
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.
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 2024 and 2023 and for the three years ended 31 December 2024, legal proceedings covering a wide range of matters are pending or threatened in various jurisdictions against us.
Further details on equity movements can be found in our consolidated statement of changes in equity in our audited consolidated financial statements as of 31 December 2023 and 2022, and for the three years ended 31 December 2023. Guarantor Financial Information The debt securities issued by (i) Anheuser-Busch InBev Finance Inc.
Further details on equity movements can be found in our consolidated statement of changes in equity in our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024. Guarantor Financial Information The debt securities issued by (i) Anheuser-Busch InBev Finance Inc.
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.
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 2024 and 2023, and for the three years ended 31 December 2024 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 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.
ITEM 5. OPERATING AND FINANCIAL REVIEW The following is a review of our financial condition and results of operations as of 31 December 2024 and 2023, and for the three years ended 31 December 2024, 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 2022 and 2023.
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 2023 and 2024.
We have prepared our audited consolidated financial statements as of 31 December 2023 and 2022, and for the three years ended 31 December 2023, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and in conformity with International Financial Reporting Standards as adopted by the European Union (“ IFRS ”).
We have prepared our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and in conformity with International Financial Reporting Standards as adopted by the European Union (“ IFRS ”).
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.
Please also refer to note 22 of our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024. Adjusted Free Cash Flow We define adjusted free cash flow as our cash flow from operating activities minus our net capital expenditure.
The measure most directly comparable to Underlying EPS and presented in accordance with IFRS in our consolidated financial statements is basic earnings per share. We believe Underlying EPS is useful to investors because it facilitates comparisons of our earnings per share from period to period.
Underlying EPS is a non-IFRS measure. The measure most directly comparable to Underlying EPS and presented in accordance with IFRS in our consolidated financial statements is basic earnings per share. We believe Underlying EPS is useful to investors because it facilitates comparisons of our earnings per share from period to period.
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.
For our definition of Normalized EBITDA, see “—E. Results of Operations—Year Ended 31 December 2024 Compared to the Year Ended 31 December 2023 —Normalized EBITDA.” We have also entered into certain financial instruments in order to mitigate interest rate risks.
Acquisitions and Divestitures During year ended 31 December 2023, we disposed of a portfolio of eight beer and beverage brands and associated assets in the U.S. to Tilray Brands, Inc. and we reported a USD 300 million loss in exceptional items.
During the year ended 31 December 2023, we disposed of a portfolio of eight beer and beverage brands and associated assets in the U.S. to Tilray Brands, Inc. and we reported a USD 300 million loss in exceptional items.
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.
The hyperinflation accounting in 2024 and 2023 results from the combined effect of the indexation to reflect changes in purchasing power on the results for 2024 and 2023, 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 2024 and 2023.
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.
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.
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.
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 2024 and 2023, and for the three years ended 31 December 2024.
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.
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 2024 and 2023.
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.
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.
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.
Please refer to our consolidated cash flow statement in our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024 for a more comprehensive overview of our cash flow from operating activities.
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.
Please refer to note 27 of our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024 for a description of the currencies of our financial liabilities and a description of the financial instruments we use to hedge our liabilities.
Underlying EPS is basic earnings per share excluding the after-tax exceptional items discussed above under “Exceptional Items, “Net Finance Income/(Cost)” and “Exceptional Share of Result of Associates” and the impact of hyperinflation accounting.
Underlying EPS is basic earnings per share excluding the after-tax exceptional items discussed above under “Exceptional Items, “Net Finance Income/(Expense)” and “Exceptional Share of Result of Associates” and the impact of hyperinflation accounting.
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.
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 2024 amounted to USD 11.4 billion.
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.
See also note 6 and note 8 to our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024 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.
See also note 11 to our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024 included in this Form 20-F.
See “Item 5. Operating and Financial Review—E. Results of Operations—Year Ended 31 December 2023 Compared to the Year Ended 31 December 2022—Adoption of hyperinflation accounting in Argentina” for additional details.
See “Item 5. Operating and Financial Review—E. Results of Operations—Year Ended 31 December 2024 Compared to the Year Ended 31 December 2023—Adoption of hyperinflation accounting in Argentina” for additional details.
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.
Please refer to note 23 to our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024 for further information on our employee benefit obligations.
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.
See note 24 to our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024 included in this Form 20-F.
These charges primarily relate to organizational alignments as a result of operational improvements and digitalization efforts across our supply chain and our commercial and support functions. These alignments aim to eliminate overlapping organizations or duplicated and manual processes, taking into account the right match of employee profiles with the new organizational requirements.
These charges primarily relate to organizational alignments as a result of operational improvements across our supply chain and our commercial and support functions. These alignments aim to eliminate overlapping organizations or duplicated processes, taking into account the right match of employee profiles with the new organizational requirements.
For a discussion of our liquidity and capital resources for the year ended 31 December 2022 compared to the year ended 31 December 2021, please see our Annual Report on Form 20-F for the fiscal year ended 31 December 2022.
For a discussion of our liquidity and capital resources for the year ended 31 December 2023 compared to the year ended 31 December 2022, please see our Annual Report on Form 20-F for the fiscal year ended 31 December 2023.
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.
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.
Risk Factors — The ability of our subsidiaries to distribute cash upstream may be subject to various conditions and limitations”. If the Guarantors default on their Guarantees, their ability to pay any debts existing at the time of the insolvency may be adversely affected by the insolvency laws of the jurisdiction of organization of the defaulting Guarantors.
Risk Factors — The ability of our subsidiaries to distribute cash upstream may be subject to various conditions and limitations”. -110- Table of Contents If the Guarantors default on their Guarantees, their ability to pay any debts existing at the time of the insolvency may be adversely affected by the insolvency laws of the jurisdiction of organization of the defaulting Guarantors.
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.
EQUITY INVESTMENTS See note 16 to our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024 for more information. E.
Underlying profit, attributable to equity holders of AB InBev is a non-IFRS measure. The measure most directly comparable to underlying profit, attributable to equity holders of AB InBev and presented in accordance with IFRS in our consolidated financial statements is profit attributable to our equity holders.
The measure most directly comparable to underlying profit, attributable to equity holders of AB InBev and presented in accordance with IFRS in our consolidated financial statements is profit attributable to our equity holders.
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.
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 2024 and 2023, and for the three years ended 31 December 2024. -76- Table of Contents A significant portion of our plan assets is invested in equity and debt securities.
Our ability to issue additional notes under the EMTN Programme is subject to market conditions. 1 Converted at the closing rate of December 2023. -113- Table of Contents We have a Belgian commercial paper program under which Anheuser-Busch InBev SA/NV and Cobrew NV may issue and have outstanding at any time commercial paper notes up to a maximum aggregate amount of EUR 3.0 billion (USD 3.3 2 billion) or its equivalent in alternative currencies.
Our ability to issue additional notes under the EMTN Programme is subject to market conditions. 2 Converted at the closing rate of December 2024. 3 Converted at the closing rate of December 2024. -105- Table of Contents We have a Belgian commercial paper program under which Anheuser-Busch InBev SA/NV and Cobrew NV may issue and have outstanding at any time commercial paper notes up to a maximum aggregate amount of EUR 3.0 billion (USD 3.1 4 billion) or its equivalent in alternative currencies.
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.
Please refer to note 27 of our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024, “Item 11.
See 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 details of the above sensitivity analyses, a fuller quantitative and qualitative discussion on the foreign currency risks to which we are subject and our policies with respect to managing those risks. -105- Table of Contents G.
See note 27 to our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024 for details of the above sensitivity analyses, a fuller quantitative and qualitative discussion on the foreign currency risks to which we are subject and our policies with respect to managing those risks. -96- Table of Contents G.
In general, under own distribution, we receive a higher price for our products since we are selling directly to points of sale, capturing the margin that would otherwise be retained by intermediaries; • Transportation costs.
In general, under own distribution, we receive a higher price for our products since we are selling directly to points of sale, capturing the margin that would otherwise be retained by intermediaries; -69- Table of Contents • Transportation costs.
In addition to affecting demand for our products, the general economic conditions described above may cause consumer preferences to shift between on-trade consumption channels, such as restaurants and cafés, bars, sports and leisure venues and hotels, and off-trade consumption channels, such as traditional grocery stores, supermarkets, hypermarkets and discount stores.
In addition to affecting demand for our products, the general economic conditions described above may cause consumer preferences to shift between on-trade consumption channels, such as restaurants and cafés, bars, sports and leisure venues and hotels, and off-trade consumption channels, such as traditional grocery stores, -67- Table of Contents supermarkets, hypermarkets and discount stores.
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.
A substantial portion of our operations is carried out through our four largest subsidiaries: Anheuser-Busch Companies (wholly owned); Ambev (61.74% owned as of 31 December 2024); Grupo Modelo (wholly owned); Budweiser APAC (87.22% owned as of 31 December 2024); and their respective subsidiaries. Throughout the world, we are primarily active in the beer business.
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.
In particular: -71- 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.
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.
For example, in Brazil, which accounted for 14.8% of our profit from operations for the year ended 31 December 2024, 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.
As measured by the Instituto Nacional de Estadística y Censos, Argentine inflation was approximately 211.8% in 2023. These inflationary pressured drove the decline in our total volumes in Argentina for the year ended 31 December 2023. See “Item 5. Operating and Financial Review—E.
As measured by the Instituto Nacional de Estadística y Censos, Argentine inflation was approximately 117.8% in 2024. These inflationary pressured drove the decline in our total volumes in Argentina for the year ended 31 December 2024. See “Item 5. Operating and Financial Review—E.
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.
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 41.6 2 billion) or its equivalent in other currencies. Such notes may be fixed, floating, zero coupon or a combination of these.
However, during 2023, we also had non-beer activities (primarily consisting of soft drinks) within Middle Americas, particularly in El Salvador, Honduras, Colombia and Peru and within South America, particularly in Brazil, Argentina, Bolivia and Uruguay.
However, during 2024, we also had non-beer activities (primarily consisting of soft drinks) within Middle Americas, particularly in El Salvador, Honduras, Colombia and Peru and within South America, particularly in Brazil, Argentina and Bolivia.
South America In the year ended 31 December 2023, our volumes in South America decreased by 1.9 million hectoliters, or 1.1%, compared to the year ended 31 December 2022, with our beer volumes decreasing 2.0% and soft drinks increasing 1.2%.
South America In the year ended 31 December 2024, our volumes in South America decreased by 1.7 million hectoliters, or 1.0%, compared to the year ended 31 December 2023, with our beer volumes decreasing 2.1% and soft drinks increasing 1.9%.
During 2022 and 2023, we also undertook a series of additional acquisitions and disposals with no significant impact 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 (collectively, the “2022 and 2023 acquisitions and disposals”).
During 2023 and 2024, we also undertook a series of additional acquisitions and disposals with no significant impact to our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024 included in this Form 20-F (collectively, the “2023 and 2024 acquisitions and disposals”).
The results for the year ended 31 December 2023 reflect the performance of our business after the completion of the 2022 and 2023 acquisitions and disposals.
The results for the year ended 31 December 2024 reflect the performance of our business after the completion of the 2023 and 2024 acquisitions and disposals.
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%.
As at 31 December 2024, 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. Dividends paid to us by certain of our subsidiaries are also subject to withholding taxes. Withholding tax, if applicable, generally does not exceed 15%.
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.
The following table sets forth the percentage of our revenue realized by currency for the years ended 31 December 2024 and 2023: Year ended 31 December 2024 Year ended 31 December 2023 U.S. dollar 25.0 % 25.8 % Brazilian real 15.4 % 15.8 % Mexican peso 12.8 % 12.7 % Chinese yuan 7.3 % 8.5 % Euro 5.8 % 5.7 % Colombian peso 5.2 % 4.5 % South African rand 4.5 % 4.0 % Peruvian nuevo sol 3.2 % 3.2 % Canadian dollar 3.1 % 3.2 % Argentine peso (1) 3.0 % 2.2 % Dominican peso 2.3 % 2.2 % South Korean won 2.1 % 1.9 % Pound sterling 2.0 % 2.1 % Others 8.3 % 8.3 % Note: (1) Hyperinflation accounting was adopted in 2018 to report the company’s Argentinean operations.
Should these instruments be settled only on their respective maturity dates, any effect between the market value and estimated yield curve of the instruments would be eliminated. C.
Should these instruments be settled only on their respective maturity dates, any effect between the market value and estimated yield curve of the instruments would be eliminated. -78- Table of Contents C.
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.
Basic earnings per share of USD 2.92 is based on 2,003 million shares outstanding, representing the weighted average number of ordinary and restricted shares outstanding during the year ended 31 December 2024, 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.
Adoption of hyperinflation accounting in Argentina Since 1 January 2018, we have applied hyperinflation accounting for our Argentinean subsidiaries.
Adoption of hyperinflation accounting in Argentina Since 1 January 2018, we have applied hyperinflation accounting for our Argentine subsidiaries.
It is not a recognized term under IFRS and does not purport to be an alternative to cash flows from operating activities as a measure of liquidity.
It is not a recognized term under IFRS and does not purport to be an alternative to cash flows from operating activities as a measure of -102- Table of Contents liquidity.
Approximately 16% was used for improving administrative capabilities and purchase of hardware and software. We spent USD 4,838 million during 2022 on acquiring capital assets (net of proceeds from the sale of property, plant, equipment and intangible assets).
Approximately 16% was used for improving administrative capabilities and purchase of hardware and software. We spent USD 4,482 million during 2023 on acquiring capital assets (net of proceeds from the sale of property, plant, equipment and intangible assets).
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.
The negative impact of unfavorable currency translation effects, including hyperinflation accounting impact, on our consolidated revenue in the year ended 31 December 2024 was USD 2.0 billion, primarily as a result of the impact of the currencies listed above.
Similarly, we aim to efficiently manage our payables by reviewing our standard terms and conditions on payments and resolving, where appropriate, the terms of payment within 120 days upon receipt of invoice. Changes in working capital reduced our operational cash flow in 2023 by USD 1,541 million.
Similarly, we aim to efficiently manage our payables by reviewing our standard terms and conditions on payments and resolving, where appropriate, the terms of payment within 120 days upon receipt of invoice. Changes in working capital reduced our operational cash flow in 2024 by USD 22 million.
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.
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.
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.
Key Factors Affecting Results of Operations—Excise Taxes.” -82- Table of Contents The following table reflects changes in revenue across our business segments for the year ended 31 December 2024 as compared to our revenue for the year ended 31 December 2023.
As of 31 December 2023, we had total liquidity of USD 20.5 billion, which consisted of USD 10.1 billion available under committed long-term credit facilities and USD 10.4 billion of cash, cash equivalents and short-term investments in debt securities, less bank overdrafts.
As of 31 December 2024, we had total liquidity of USD 21.5 billion, which consisted of USD 11.4 billion of cash, cash equivalents and short-term investments in debt securities, less bank overdrafts and USD 10.1 billion available under committed long-term credit facilities.
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.
Changes in these assumptions may cause us to recognize impairments or losses in future periods. Although our intention is to maintain these instruments through maturity, they may be realized at our discretion.
Year Ended 31 December 2022 Compared to the Year Ended 31 December 2021 For a discussion of our consolidated results of operations for the year ended 31 December 2022 compared to the year ended 31 December 2021, please see our Annual Report on Form 20-F for the fiscal year ended 31 December 2022. -104- Table of Contents F.
Year Ended 31 December 2023 Compared to the Year Ended 31 December 2022 For a discussion of our consolidated results of operations for the year ended 31 December 2023 compared to the year ended 31 December 2022, please see our Annual Report on Form 20-F for the fiscal year ended 31 December 2023. -95- Table of Contents F.
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.
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 2024, 26.7 million loaned securities were used to fulfil stock option plan commitments.
The number of shares covered by the derivative instruments, together with the opening and closing share prices, are shown below: Year ended 31 December 2023 Year ended 31 December 2022 Share price at the start of the twelve-month period (in euro) 56.27 53.17 Share price at the end of the twelve-month period (in euro) 58.42 56.27 Number of derivative equity instruments at the end of the period (in millions) 100.5 100.5 Share of Result of Associates Our share of result of associates for the year ended 31 December 2023 was USD 295 million as compared to USD 299 million for the year ended 31 December 2022.
The number of shares covered by the derivative instruments, together with the opening and closing share prices, are shown below: Year ended 31 December 2024 Year ended 31 December 2023 Share price at the start of the twelve-month period ( in euro ) 58.42 56.27 Share price at the end of the twelve-month period ( in euro ) 48.25 58.42 Number of derivative equity instruments at the end of the period ( in millions ) 100.5 100.5 Share of Result of Associates Our share of result of associates for the year ended 31 December 2024 was USD 329 million as compared to USD 295 million for the year ended 31 December 2023.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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He was appointed Business Unit President for operations in Hispanic Latin America in 2005, and served as Business Unit President, Brazil from 2008 to 2012. He served as Zone President, Mexico from 2013 until his appointment as Zone President Africa upon completion of the combination with SAB in 2016. Mr.
He was appointed Business Unit President for the operations in Hispanic Latin America in 2005, and served as Business Unit President, Brazil from 2008 to 2012. He served as Zone President, Mexico from 2013 until his appointment as Zone President Africa upon completion of the combination with SAB in 2016. Mr.
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.
The Compensation Peer Group that was used as the benchmark for financial year 2024 was composed of the following companies: 2024 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.
Our Executive Committee currently consists of the following members: Name Function Michel Doukeris Chief Executive Officer John Blood Chief Legal and Corporate Affairs Officer and Corporate Secretary Fernando Tennenbaum Chief Financial Officer David Almeida Chief Strategy and Technology Officer -128- Table of Contents In addition to the members of our Executive Committee, our senior leadership team currently consists of the following: Name Function Katherine Barrett General Counsel Donna Lorenson Chief Communications Officer Marcel Marcondes Chief Marketing Officer Ricardo Moreira Chief Supply Officer Nelson Jamel Chief People Officer Lucas Herscovici Chief Direct-to-Consumer Officer Nick Caton Ricardo Tadeu Chief B2B Officer Chief Growth Officer Jan Craps CEO Asia Pacific (APAC) Zone Brendan Whitworth CEO North America Zone Carlos Lisboa CEO Middle America Zone Cassiano de Stefano CEO Africa Zone Jean Jereissati Neto CEO South America Zone Jason Warner CEO Europe Zone The business address for all of these members of our senior leadership team is: Brouwerijplein 1, 3000 Leuven, Belgium.
Our Executive Committee currently consists of the following members: Name Function Michel Doukeris Chief Executive Officer John Blood Chief Legal and Corporate Affairs Officer and Corporate Secretary Fernando Tennenbaum Chief Financial Officer David Almeida Chief Strategy and Technology Officer In addition to the members of our Executive Committee, our senior leadership team currently consists of the following: Name Function Katherine Barrett General Counsel Nick Caton Chief B2B Officer Jan Craps CEO Asia Pacific (APAC) Zone Lucas Herscovici Chief Direct-to-Consumer Officer Nelson Jamel Chief People Officer Carlos Lisboa CEO South America Zone Donna Lorenson Chief Communications Officer Marcel Marcondes Chief Marketing Officer Ricardo Moreira Chief Supply Officer Jean Jereissati Neto CEO Middle America Zone Cassiano De Stefano CEO Africa Zone Ricardo Tadeu Chief Growth Officer Jason Warner CEO Europe Zone Brendan Whitworth CEO North America Zone The business address for all of these members of our senior leadership team is: Brouwerijplein 1, 3000 Leuven, Belgium.
Aradhana Sarin AstraZeneca Plc, American Red Cross — Heloisa Sicupira — São Carlos Empreendimentos S.A. Grégoire de Spoelberch Agemar S.A., Fiprolux S.A., Eugénie Patri Sébastien S.A., the Stichting, G.D.S.
Dr. Aradhana Sarin AstraZeneca Plc, American Red Cross — Heloisa Sicupira — São Carlos Empreendimentos S.A. Grégoire de Spoelberch Agemar S.A., Fiprolux S.A., Eugénie Patri Sébastien S.A., the Stichting, G.D.S.
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.
Variable compensation (bonus) for performance in 2023 – Paid in March 2024 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 2024 under the Share-Based Compensation Plan in respect of the variable compensation (bonus) awarded for performance in 2023 as described in our Annual Report on Form 20-F for the fiscal year ended 31 December 2023.
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.
For the year ended 31 December 2024, 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 “—Share-Based Payment Plans—Other Recurring Long-Term Restricted Stock Unit Programs.” (5) Restricted stock units granted under the Restricted Stock Units Program, which allowed for the offer of restricted stock units to certain employees in certain specific circumstances e.g., as a special retention incentive or to compensate for assignments of expatriates in countries with difficult living conditions.
See “—Share-Based Payment Plans—Other Recurring Long-Term Restricted Stock Unit Programs.” (6) Restricted stock units granted under the Restricted Stock Units Program, which allowed for the offer of restricted stock units to certain employees in certain specific circumstances e.g., as a special retention incentive or to compensate for assignments of expatriates in countries with difficult living conditions.
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.
For the other members of the Executive Committee, the award value of on-target variable remuneration for 2024 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.
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.
Unless otherwise specified, the information and amounts in this section relate to the members of our Executive Committee as of 1 January 2025. 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.
The degree of membership in unions varies from country to country, with Belgium and Germany, for example, having a high proportion of membership. A European Workers Council has been established since 1996 to promote social dialogue and to exchange opinions at a European level. In Mexico, approximately half of our employees are union members.
The degree of membership in unions varies from country to country, with Belgium and Germany, for example, having a high proportion of membership. A European Workers Council has been established since 1996 to promote social dialogue and to exchange opinions at a European level. In Mexico, over half of our employees are union members.
See “—Share-Based Payment Plans—Share Based Compensation Plan from 2010.” (4) Restricted stock units granted under the Performance-Based Restricted Stock Units Program, which allowed for the offer of performance-based restricted stock units (“ Performance RSUs ”) to certain members of our management. Upon vesting, each Performance RSU gives the eligible employee the right to receive one existing Ordinary Share.
See “—Share-Based Payment Plans—Share Based Compensation Plan from 2010.” (5) Restricted stock units granted under the Performance-Based Restricted Stock Units Program, which allowed for the offer of performance-based restricted stock units (“ Performance RSUs ”) to certain members of our management. Upon vesting, each Performance RSU gives the eligible employee the right to receive one existing Ordinary Share.
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.
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 2024.
He was responsible for building the Skol brand in Brazil in 2001 and after that became Marketing Vice President for AB InBev’s Latin American North Zone. Mr. Lisboa then led the International Business Unit in AB InBev’s Latin America South Zone for two years prior to becoming Business Unit President for Canada.
He was responsible for building the Skol brand in Brazil in 2001 and after that became Marketing Vice President for AB InBev’s Latin American North Zone. Mr. Lisboa then led the International Business Unit in AB InBev’s Latin America South Zone prior to becoming Business Unit President for Canada.
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.
Other Recurring Long-Term Restricted Stock Unit Programs In 2024, 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.
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.
See note 23 to our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024 for further details on our employee benefits. Our Chief Executive Officer and other members of the Executive Committee participate in a defined contribution plan.
The Chief Executive Officer and the Chief People Officer are invited ex officio to attend the meetings of the Nomination Committee unless explicitly decided otherwise. The current members of the Nomination Committee are Claudio Garcia (Chair), Martin J. Barrington, Sabine Chalmers, M. Michele Burns, Cecilia Sicupira and Alexandre Van Damme.
The Chief Executive Officer and the Chief People Officer are invited ex officio to attend the meetings of the Nomination Committee unless explicitly decided otherwise. The current members of the Nomination Committee are Claudio Garcia (Chair), Martin J. Barrington, Sabine Chalmers, M. Michele Burns, Heloisa Sicupira and Alexandre Van Damme.
(2) Restricted stock units granted under the Exceptional Incentive Restricted Stock Units Program, which allowed for the exceptional offer of restricted stock units to certain employees at the discretion of our Remuneration Committee as a long-term retention incentive for our key employees. Employees eligible to receive a grant under the program received two series of restricted stock units.
(3) Restricted stock units granted under the Exceptional Incentive Restricted Stock Units Program, which allowed for the exceptional offer of restricted stock units to certain employees at the discretion of our Remuneration Committee as a long-term retention incentive for our key employees. Employees eligible to receive a grant under the program received two series of restricted stock units.
However, restricted stock units will only be granted under the double condition that the executive: • has earned a variable compensation, which is subject to the successful achievement of total company, business unit and individual performance targets (performance condition); and • has agreed to reinvest all or part of his or her variable compensation in company shares, which are subject to a lock-up as indicated above (ownership condition).
However, restricted stock units will only be granted under the double condition that the executive: -126- Table of Contents • has earned a variable compensation, which is subject to the successful achievement of total company, business unit and individual performance targets (performance condition); and • has agreed to reinvest all or part of his or her variable compensation in company shares, which are subject to a lock-up as indicated above (ownership condition).
An additional incentive of 20% on a bonus amount may be awarded by the Remuneration Committee in the case of exceptional circumstances. -145- Table of Contents The effective pay-out of variable performance-related compensation (bonus), if any, is directly correlated with performance, i.e., linked to the achievement of total company, business unit and individual targets, all of which are based on performance metrics.
An additional incentive of 20% on a bonus amount may be awarded by the Remuneration Committee in the case of exceptional circumstances. The effective pay-out of variable performance-related compensation (bonus), if any, is directly correlated with performance, i.e., linked to the achievement of total company, business unit and individual targets, all of which are based on performance metrics.
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.
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 2024, no member of the Executive Committee participated in the ABI/Ambev Exchange Program.
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.
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.” (4) Restricted stock units granted under the Share Based Compensation Plan.
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.
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. Reclaim of Variable Compensation Our share-based compensation and long-term incentive plans contain a malus provision for all grants made since March 2019.
Board Share Ownership The table below sets forth, as of the most recent practicable date, the number of our shares owned by our directors serving in 2023 and year-to-date 2024: Name Number of our shares held % of our outstanding shares Martin J.
Board Share Ownership The table below sets forth, as of the most recent practicable date, the number of our shares owned by our directors serving in 2024 and year-to-date 2025: Name Number of our shares held % of our outstanding shares Martin J.
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.
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.
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.
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.
In addition to the grant of annual long-term restricted stock units described above under “—Annual Long-Term Incentives”, under this program restricted stock units can be granted under sub-plans with specific terms and conditions and for specific purposes e.g., as a special retention incentive or to compensate for assignments of expatriates in countries with difficult living conditions.
In addition to the grant of annual long-term restricted stock units described above under “—Annual Long-Term Incentives”, under this program restricted stock units can be granted under sub-plans with specific terms and conditions and for specific purposes -130- Table of Contents e.g., as a special retention incentive or to compensate for assignments of expatriates in countries with difficult living conditions.
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.
No shares under the program were purchased by members of the Executive Committee in 2024. Ambev Exchange of Share-Ownership Program From time to time certain of Ambev’s senior employees are transferred to us and vice versa.
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.
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.
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.
For details regarding annual long-term incentive restricted stock units and performance stock units granted to members of the Executive Committee in 2024, please see “—Compensation of Directors and Executives—Long-Term Incentives” below.
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).
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).
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.
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.
Almeida is a dual citizen of the U.S. and Brazil and holds a Bachelor’s Degree in Economics from the University of Pennsylvania. Most recently, he served as Chief Strategy and Transformation Officer and before that as Chief Integration Officer and Chief Sales Officer ad interim, having previously held the positions of Vice President, U.S.
Born in 1976, he is a dual citizen of the U.S. and Brazil and holds a Bachelor’s Degree in Economics from the University of Pennsylvania. Most recently, he served as Chief Strategy and Transformation Officer and before that as Chief Integration Officer and Chief Sales Officer ad interim having previously held the positions of Vice President, U.S.
Grant Date 24 April 2019 3 June 2020 28 April 2021 27 April 2022 26 April 2023 Number of RSUs owned (2) Vesting Date 24 April 2024 3 June 2025 28 April 2026 27 April 2027 26 April 2028 Martin J.
Grant Date 3 June 2020 28 April 2021 27 April 2022 26 April 2023 24 April 2024 Number of RSUs owned (2) Vesting Date 3 June 2025 28 April 2026 27 April 2027 26 April 2028 24 April 2029 Martin J.
Directors and Senior Management—Board of Directors —Role and Responsibilities, Composition, Structure and Organization.” We do not provide pensions, medical benefits or other benefit programs to directors. Information about Our Committees General Our Board is assisted by four committees: the Audit Committee, the Finance Committee, the Remuneration Committee and the Nomination Committee.
Directors and Senior Management—Board of Directors —Role and Responsibilities, Composition, Structure and Organization.” We do not provide pensions, medical benefits or other benefit programs to directors. -143- Table of Contents Information about Our Committees General Our Board is assisted by four committees: the Audit Committee, the Finance Committee, the Remuneration Committee and the Nomination Committee.
Barrington practiced law in both the government and private sectors. Ms. Biggar is an independent member of the Board. Born in 1962, she is a US citizen and graduated from Stanford University with a Bachelor’s Degree in International Relations and holds an MBA from Columbia Business School.
Barrington practiced law in both the government and private sectors. -115- Table of Contents Ms. Biggar is an independent member of the Board. Born in 1962, she is a US citizen and graduated from Stanford University with a Bachelor’s Degree in International Relations and holds an MBA from Columbia Business School.
Variable Performance-Related (Bonus) Compensation – Share-Based Compensation Plan The variable performance-related compensation (bonus) element of remuneration for members of our Executive Committee is aimed at rewarding executives for driving our short- and long-term performance. The target variable performance-related compensation (bonus) is expressed as a percentage of the market reference salary applicable to the executive.
Variable Performance-Related (Bonus) Compensation – Share-Based Compensation Plan The variable performance-related compensation (bonus) element of remuneration for members of our Executive Committee is aimed at rewarding executives for driving our short- and long-term performance. -136- Table of Contents The target variable performance-related compensation (bonus) is expressed as a percentage of the market reference salary applicable to the executive.
“share-based compensation” in the notes to our consolidated financial statements does not necessarily correspond to the split “base salary” vs. “variable compensation” in this section. Short-term employee benefits in the notes to our consolidated financial statements include the base salary and the portion of the variable compensation paid in cash.
“share-based compensation” in the notes to our consolidated financial statements does not necessarily correspond to the split “base salary” vs. “variable compensation” in this section. Short-term employee benefits in the -135- Table of Contents notes to our consolidated financial statements include the base salary and the portion of the variable compensation paid in cash.
The restricted stock units vest after five years and in the case of termination of service before the vesting date, specific forfeiture rules apply. As of 1 December 2020, this program has been replaced by the Base Long-Term Restricted Stock Units Plan.
The restricted stock -142- Table of Contents units vest after five years and in the case of termination of service before the vesting date, specific forfeiture rules apply. As of 1 December 2020, this program has been replaced by the Base Long-Term Restricted Stock Units Plan.
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.
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.
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 2024, 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.
For details regarding voluntary shares acquired by, and Matching Shares and Discounted Shares granted to, members of the Executive Committee pursuant to the Share-Based Compensation Plan in relation to variable compensation earned in 2022, in accordance with the remuneration policy applicable to bonuses paid to members of the Executive Committee for financial year 2022, please see “—Compensation of Directors and Executives—Executive Committee—Variable Performance-Related (Bonus) Compensation – Share-Based Compensation Plan—Variable compensation (bonus) for performance in 2022 – Paid in March 2023” below.
For details regarding voluntary shares acquired by, and Matching Shares and Discounted Shares granted to, members of the Executive Committee pursuant to the Share-Based Compensation Plan in relation to variable compensation earned in 2023, in accordance with the remuneration policy applicable to bonuses paid to members of the Executive Committee for financial year 2023, please see “—Compensation of Directors and Executives—Executive Committee—Variable Performance-Related (Bonus) Compensation – Share-Based Compensation Plan—Variable compensation (bonus) for performance in 2023 – Paid in March 2024” below.
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.
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 AB InBev. Mr.
Jamel is a Brazilian citizen and holds a Bachelor’s and Master’s Degree in industrial engineering from the Universidade Federal do Rio de Janeiro. His more than 20-year journey with AB InBev has taken him from leading finance roles in Brazil to the Dominican Republic, through Western Europe and North America.
Born in 1972, he is a Brazilian citizen and holds a Bachelor’s and Master’s Degree in industrial engineering from the Universidade Federal do Rio de Janeiro. His more than 20-year journey with AB InBev has taken him from leading finance roles in Brazil to the Dominican Republic, through Western Europe and North America.
The Audit Committee assists our Board in its responsibility for oversight of (i) the integrity of our financial statements, (ii) our compliance with legal and regulatory requirements and environmental and social responsibilities, (iii) the statutory auditors’ qualification and independence, and (iv) the performance of the statutory auditors and our internal audit function.
The Audit Committee assists our Board in its responsibility for oversight of (i) the integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) the statutory auditors’ qualification and independence, and (iv) the performance of the statutory auditors and our internal audit function.
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.
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 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.
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 2024: Name Number of our shares held % of our outstanding shares Michel Doukeris – CEO (*) (*) David Almeida (*) (*) John Blood (*) (*) Fernando Tennenbaum (*) (*) TOTAL 1.40 million Note: (*) Each member of our Executive Committee serving in 2024 owns less than 1% of our outstanding shares as of the most recent practicable date.
Risk Factors—Risks Relating to Our Business—We are exposed to the risk of labor strikes and disputes that could lead to a negative impact on our costs and production level.” In Europe, collective bargaining occurs at the local and/or national level in all countries with union representation for our employees.
Risk Factors—Risks Relating to Our Business—We are exposed to risks arising from labor practices, labor strikes and disputes that could lead to a negative impact on our costs and production level.” In Europe, collective bargaining occurs at the local and/or national level in all countries with union representation for our employees.
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.
Under article 7:87 of the Belgian Code of Companies and Associations (the “ Belgian Companies Code ”), the independence of directors must be 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; -113- Table of Contents • 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.
See “—Share-Based Payment Plans—Other Recurring Long-Term Restricted Stock Unit Programs.” (6) Long-term restricted stock units granted under the Base Long-Term Restricted Stock Units Program.
See “—Share-Based Payment Plans—Other Recurring Long-Term Restricted Stock Unit Programs.” (7) Long-term restricted stock units granted under the Base Long-Term Restricted Stock Units Program.
Barrington 0 0 0 0 0 0 Lynne Biggar 0 0 0 0 0 0 Michele Burns 25,500 25,500 25,500 0 0 76,500 Sabine Chalmers (2) 0 0 0 0 0 0 Paul Cornet de Ways Ruart 15,000 15,000 15,000 15,000 15,000 75,000 Grégoire de Spoelberch 15,000 15,000 15,000 15,000 15,000 75,000 Claudio Garcia (2) 0 0 0 0 0 0 Paulo Lemann 15,000 15,000 15,000 15,000 0 60,000 Salvatore Mancuso 0 0 0 0 0 0 Nitin Nohria 0 0 0 0 0 0 Alejandro Santo Domingo 15,000 15,000 0 0 0 30,000 Aradhana Sarin 0 0 0 0 0 0 Heloisa Sicupira 0 0 0 0 0 0 Alexandre Van Damme 15,000 15,000 15,000 15,000 15,000 75,000 Dirk Van de Put 0 0 0 0 0 0 Strike price (EUR) 84.47 104.50 113.25 113.10 80.83 — Note: (1) At the annual shareholders’ meeting of AB InBev on 30 April 2014, all outstanding LTI warrants under our LTI Warrant Plan (see “—Share-Based Payment Plans—LTI Warrant Plan”) were converted into LTI stock options, i.e., the right to purchase existing shares instead of the right to subscribe to newly issued shares.
Barrington 0 0 0 0 0 Lynne Biggar 0 0 0 0 0 Michele Burns 25,500 25,500 25,500 0 76,500 Sabine Chalmers 0 0 0 0 0 Paul Cornet de Ways Ruart (2) 15,000 15,000 15,000 15,000 60,000 Grégoire de Spoelberch (2) 15,000 15,000 15,000 15,000 60,000 Claudio Garcia (3) 0 0 0 0 0 Paulo Lemann 15,000 15,000 15,000 15,000 60,000 Salvatore Mancuso 0 0 0 0 0 Nitin Nohria 0 0 0 0 0 Alejandro Santo Domingo 15,000 15,000 0 0 30,000 Aradhana Sarin 0 0 0 0 0 Heloisa Sicupira 0 0 0 0 0 Alexandre Van Damme (2) 15,000 15,000 15,000 15,000 60,000 Dirk Van de Put 0 0 0 0 0 Strike price (EUR) 84.47 104.50 113.25 113.10 — Note: (1) At the annual shareholders’ meeting of AB InBev on 30 April 2014, all outstanding LTI warrants under our legacy LTI warrant plan were converted into LTI stock options, i.e., the right to purchase existing shares instead of the right to subscribe to newly issued shares (see “—Share-Based Payment Plans—LTI Plan Executives—Annual Long-Term Incentives”).
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.
See note 31 to our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024.
She is a member of the Board of Governors of the American Red Cross. Ms. Sicupira is a representative of the main shareholders (nominated by BRC S.à.R.L., the holder of the class B Stichting certificates).
She is a member of the Board of Governors of the American Red Cross. -117- Table of Contents Ms. Sicupira is a representative of the main shareholders (nominated by BRC S.à.R.L., the holder of the class B Stichting certificates).
Board Practices—Information About Our Committees.” -119- Table of Contents Board of Directors Role and Responsibilities, Composition, Structure and Organization The role and responsibilities of our Board of Directors and its composition, structure and organization are described in detail in our corporate governance charter (“ Corporate Governance Charter ”), which is available on our website: https://www.ab-inbev.com/investors/corporate-governance.html .
Board Practices—Information About Our Committees.” Board of Directors Role and Responsibilities, Composition, Structure and Organization The role and responsibilities of our Board of Directors and its composition, structure and organization are described in detail in our corporate governance charter (“ Corporate Governance Charter ”), which is available on our website: https://www.ab-inbev.com/investors/corporate-governance .
Mr. de Spoelberch is a representative of the main shareholders (nominated by Eugénie Patri Sébastien S.A., the holder of the Class A Stichting certificates). Born in 1966, he is a Belgian citizen and holds an MBA from INSEAD.
Mr. de Spoelberch is a representative of the main shareholders (nominated by Eugénie Patri Sébastien S.A., the holder of the Class A Stichting certificates). Born in 1966, he is a Belgian citizen and holds an MBA from INSEAD. Mr. de Spoelberch is an active private equity shareholder.
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.
For the Chief Executive Officer, the award value of on-target variable remuneration (comprised of items (ii) and (iii) above) for 2024 could amount to up to 93% of his total on-target compensation, assuming all performance and other requirements are fully met.
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.
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 Incentive Restricted Stock Units”, no restricted stock units were granted under the program to members of the Executive Committee in 2024. ii. Share Purchase Program : This program allows certain employees to purchase our shares at a discount.
Michel Doukeris is our CEO since 1 July 2021 and a member of the Executive Committee. Born in 1973, he is a Brazilian citizen and holds a Degree in Chemical Engineering from Federal University of Santa Catarina in Brazil and a Master’s Degree in Marketing from Fundação Getulio Vargas, also in Brazil.
Michel Doukeris is our CEO since July 2021. Born in 1973, he is a Brazilian citizen and holds a Degree in Chemical Engineering from Federal University of Santa Catarina in Brazil and a Master’s Degree in Marketing from Fundação Getulio Vargas, also in Brazil.
(2) The numbers for the years ended 31 December 2022 and 2021 have been amended to conform to the method of calculation used for the year ended 31 December 2023.
(2) The numbers for the year ended 31 December 2022 have been amended to conform to the method of calculation used for the year ended 31 December 2023.
Individual financial targets can, for example, be related to EBITDA, net revenue, capex, resource allocation and net debt ratios. Examples of individual non-financial targets include brand development, operations and innovation, sustainability and other elements of corporate social responsibility, as well as compliance and ethics.
Individual financial targets can, for example, be related to EBITDA, net revenue, capex, resource allocation and net debt ratios. Examples of individual non-financial targets include brand development, operations and innovation, sustainability, as well as compliance and ethics.
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.
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.
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).
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 217,020).
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.
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.
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.
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 2024: 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 2015 1.63 0.86 121.95 30 November 2025 22 December 2015 1.86 1.27 113.00 21 December 2025 1 December 2016 2.32 1.27 98.04 30 November 2026 15 December 2016 1.15 0.42 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 2.78 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 2.55 67.64 2 December 2028 25 January 2019 0.93 0.81 65.70 24 January 2029 2 December 2019 5.87 3.92 71.87 1 December 2029 -128- 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 2024: 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 2015 1.00 0.58 128.46 30 November 2025 22 December 2015 0.14 0.05 123.81 21 December 2025 1 December 2016 1.29 0.77 103.27 30 November 2026 15 December 2016 0.08 0.03 102.91 14 December 2026 1 December 2017 1.40 0.81 114.50 30 November 2027 3 December 2018 1.19 0.74 76.87 2 December 2028 2 December 2019 1.26 0.79 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.
LTI 26 LTI 25 LTI 24 LTI 23 LTI 22 Total options Grant date 25 April 2018 26 April 2017 27 April 2016 29 April 2015 30 April 2014 Vesting date 25 April 2023 26 April 2022 27 April 2021 29 April 2020 30 April 2019 Expiry date 24 April 2028 25 April 2027 26 April 2026 28 April 2025 29 April 2024 Martin J.
LTI 26 LTI 25 LTI 24 LTI 23 Total options Grant date 25 April 2018 26 April 2017 27 April 2016 29 April 2015 Vesting date 25 April 2023 26 April 2022 27 April 2021 29 April 2020 Expiry date 24 April 2028 25 April 2027 26 April 2026 28 April 2025 Martin J.
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.
The contribution under the Chief Executive’s plan for the Chief Executive Officer amounted to approximately USD 0.20 million in 2024. The contributions for other members of the Executive Committee amounted to approximately USD 0.04 million in the aggregate in 2024.
Marcondes was the Chief Marketing Officer at Anheuser-Busch, where he led the marketing strategy for a broad portfolio of some of the world’s largest beer brands in the U.S. Mr. Marcondes sits on the Board of the Association of National Advertisers (ANA) and is a member of the Cannes Lions CMO Growth Council.
Marcondes was the Chief Marketing Officer at Anheuser-Busch, where he led the marketing strategy for a broad portfolio of some of the world’s largest beer brands. Mr. Marcondes sits on the Board of the Association of National Advertisers (ANA) and is a member of the Cannes Lions CMO Growth Council. Before joining AB InBev, Mr.
In addition, a fixed annual retainer applied as follows: (a) EUR 28,000 (USD 30,252) for the Chair of the Audit Committee, EUR 14,000 (USD 15,126) for the other members of the Audit Committee, (c) EUR 14,000 (USD 15,126) for each of the Chairs of the Finance Committee, the Remuneration Committee and the Nomination Committee and (d) EUR 7,000 (USD 7,563) for each of the other members of the Finance Committee, the Remuneration Committee and the Nomination Committee.
In addition, a fixed annual retainer applied as follows: (a) EUR 28,000 (USD 30,383) for the Chair of the Audit Committee, EUR 14,000 (USD 15,191) for the other members of the Audit Committee, (c) EUR 14,000 (USD 15,191) for each of the Chairs of the Finance Committee, the Remuneration Committee and the Nomination Committee and (d) EUR 7,000 (USD 7,596) for each of the other members of the Finance Committee, the Remuneration Committee and the Nomination Committee.
Share-based compensation includes the portion of the variable compensation paid in shares and certain non-cash elements, such as the fair value of the options granted, which is based on financial pricing models and (iii) the scope for the reporting is different as the figures in the notes to our consolidated financial statements also contain the remuneration of executives who left during the year, while figures in this section only contain the remuneration of executives who were in service at the end of the reporting year. -144- Table of Contents Our executive compensation and reward programs are overseen by our Remuneration Committee.
Share-based compensation includes the portion of the variable compensation paid in shares and certain non-cash elements, such as the fair value of the options granted, which is based on financial pricing models and (iii) the scope for the reporting is different as the figures in the notes to our consolidated financial statements also contain the remuneration of executives who left during the year, while figures in this section only contain the remuneration of executives who were in service at the end of the reporting year.
In addition, special meetings of our Board may be called and held at any time upon the call of either the chair of our Board or at least two directors. Board meetings are based on a detailed agenda specifying the topics for decision and those for information.
In addition, special meetings of our Board may be called and held at any time upon the call of either the chair of our Board or at least two directors. Board meetings are based on a detailed agenda specifying the topics for decision and those for information. Board decisions are made by a simple majority of the votes cast.
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.
He also served in the US Marine Corps and Central Intelligence Agency. 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.
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.
As of 31 December 2024, the total number of stock options granted under the LTI Stock Option Plan Directors is 0.92 million. As of 31 December 2024, all of the 0.92 million outstanding options 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.
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.
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. -145- Table of Contents The Nomination Committee The Nomination Committee consists of six members appointed by the Board.
Mid-market means that for a similar job in the market, 50% of companies in that market pay less. In 2023, based on his employment contract, the Chief Executive Officer earned a fixed base salary of EUR 1.29 million (USD 1.39 million). The other members of our Executive Committee earned an aggregate base salary of EUR 2.02 million (USD 2.19 million).
Mid-market means that for a similar job in the market, 50% of companies in that market pay less. In 2024, based on his employment contract, the Chief Executive Officer earned a fixed base salary of EUR 1.38 million (USD 1.50 million). The other members of our Executive Committee earned an aggregate base salary of EUR 2.05 million (USD 2.23 million).
He is Chairman of the Board of Valorem, a company which owns a diverse portfolio of industrial and media assets in Latin America. Mr.
Santo Domingo is Chairman of the Board of Bavaria S.A. in Colombia. He is Chairman of the Board of Valorem, a company which owns a diverse portfolio of industrial and media assets in Latin America. Mr.
Garcia worked in several positions in finance, mainly in the area of corporate budgeting. In 2001, he started the first Shared Service Center for Ambev and in 2003 he became the head of both the Technology and Shared Services operations. Mr. Garcia participated in all M&A integration projects from 1999 until 2018.
In 2001, he started the first Shared Service Center for Ambev and in 2003 he became the head of both the Technology and Shared Services operations. Mr. Garcia participated in all M&A integration projects from 1999 until 2018.
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.
The table below provides an overview of all of the RSUs granted under our RSU Plan Directors that remain outstanding: Grant date of RSUs Vesting date of RSUs Number of RSUs granted Number of RSUs outstanding (in millions) (in millions) 3 June 2020 3 June 2025 0.078 0.078 28 April 2021 28 April 2026 0.059 0.059 27 April 2022 27 April 2027 0.062 0.062 26 April 2023 26 April 2028 0.056 0.056 24 April 2024 24 April 2029 0.060 0.060 Total 0.316 0.316 For additional information on the RSUs held by members of our Board of Directors, see “—Compensation of Directors and Executives” below.
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.
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.
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 2024 under the LTI Plan Executives, the Share-Based Compensation Plans, the Long Run Stock Options Incentive Plan and the March 2020 Stock Option Incentive.
RSU Plan Directors The share-based portion of the remuneration of the directors of AB InBev is granted in the form of restricted stock units (“ RSUs ”) corresponding to a fixed gross value per year of (i) EUR 550,000 (USD 594,241) for the Chair of the Board of Directors, (ii) EUR 350,000 (USD 378,154) for the Chair of the Audit Committee and (iii) EUR 200,000 (USD 216,088) for the other directors.
RSU Plan Directors The share-based portion of the remuneration of the directors of AB InBev is granted in the form of restricted stock units (“ RSUs ”) corresponding to a fixed gross value per year of (i) EUR 550,000 (USD 596,804) for the Chair of the Board of Directors, (ii) EUR 350,000 (USD 379,784) for the Chair of the Audit Committee and (iii) EUR 200,000 (USD 217,020) for the other directors.
Upon vesting, each vested restricted stock unit entitles its holder to one AB InBev share (subject to any applicable withholdings). These restricted stock units replaced the stock options to which the directors were previously entitled. The granting and vesting of the restricted stock units are not subject to performance criteria. Therefore, such RSUs qualify as fixed remuneration.
Upon vesting, each vested restricted stock unit entitles its holder to one AB InBev share (subject to any applicable withholdings). These restricted stock units replaced the stock options to which the directors were previously entitled. -125- Table of Contents The granting and vesting of the restricted stock units are not subject to performance criteria.

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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 a 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 respectively exceeds or falls below a 3% threshold and a 7.5% threshold.
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).
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; -151- 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).
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.
MAJOR SHAREHOLDERS Shareholding Structure The following table shows our shareholding structure as at 31 December 2024 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 2024 for the purpose of updating the above information, (iii) notifications received by the company in accordance with Regulation (EU) No 596/2014, as amended, of the European Parliament and of the Council of 16 April 2014 and (iv) information included in public filings with the SEC.
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.
Directors, Senior Management and Employees—B. Compensation” and note 24 “Share-based payments” to our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024. Directors’ compensation consists mainly of directors’ fees. Key management personnel did not have any significant outstanding balances with our company.
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.
See also note 23 “Pensions and similar obligations” and note 31 “Related parties” to our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024. 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.
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.
By virtue of their responsibilities as current directors of BRC, Paulo Alberto Lemann, Marc Lemann, Claudio Garcia and Heloisa de Paula Machado Sicupira may also be deemed, under the rules of the SEC, to be the beneficial owners of our Ordinary Shares held by BRC.
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.
The 2023 Shareholders’ Agreement provides for restrictions on the ability of BRC and EPS/EPS Participations to transfer their Stichting certificates. -150- Table of Contents 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.
By virtue of their responsibilities as directors of the Stichting, Sabine Chalmers, Paul Cornet de Ways Ruart, Grégoire de Spoelberch, Alexandre Van Damme, Marcel Herrmann Telles, Jorge Paulo Lemann, Roberto Moses Thompson Motta and Carlos Alberto da Veiga Sicupira may be deemed, under the rules of the SEC, to be beneficial owners of our Ordinary Shares held by the Stichting.
By virtue of their responsibilities as directors of the Stichting, Sabine Chalmers, Paul Cornet de Ways Ruart, Grégoire de Spoelberch, Alexandre Van Damme, Claudio Garcia, Jorge Paulo Lemann, Roberto Moses Thompson Motta and Carlos Alberto da Veiga Sicupira may be deemed, under the rules of the SEC, to be beneficial owners of our Ordinary Shares held by the Stichting.
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.
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 33.57 % 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 ”) 67,291,593 3.41 % 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 ”) 28,097,078 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 % -148- Table of Contents Major shareholders Number of shares % of voting rights attached to our outstanding shares held (9) 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.
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.
A list of our principal subsidiaries is shown in note 34 “AB InBev Companies” to our audited consolidated financial statements as of 31 December 2024 and 2023, and for the three years ended 31 December 2024. Unrealized gains arising from transactions with associates and jointly controlled entities are eliminated to the extent of our interest in the entity.
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.
As of 31 December 2024, BRC held 331,537,416 class B Stichting certificates (indirectly representing 16.78% of our shares), EPS held one class A Stichting certificate and EPS Participations held 331,537,415 class A Stichting certificates (together indirectly representing 16.78% of our shares). The Stichting is governed by its bylaws and its conditions of administration.
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 ”).
Shares held by our major shareholders do not entitle such shareholders to different voting rights. 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 ”).
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.
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 5.21% based on the number of shares with voting rights as at 31 December 2024.
During 2023, no payments were made to key management personnel except in the transactions listed below.
During 2024, no payments were made to key management personnel except in the transactions listed below.
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.
However, Paulo Alberto Lemann, Marc Lemann, Heloisa de Paula Machado Sicupira and Claudio Garcia 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.
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.
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 2024 for the purpose of updating the above information, (iii) notifications received by the company in accordance with Regulation (EU) No 596/2014, as amended, 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, 39.05% of our shares based on the number of our shares outstanding on 31 December 2024, excluding the 43,809,952 treasury shares held by us and certain of our subsidiaries.
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.
Other Transactions In 2022, 2023 and 2024, our subsidiary Bavaria SA, along with other subsidiaries in Middle Americas, entered into transactions for approximately COP 137.4 billion (USD 32.6 million), COP 277.4 billion (USD 64.6 million) and COP 457.3 billion (USD 112.0 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, a member of our Board of Directors, is chair or member of the board of directors or part of the controlling shareholder group.
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.
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) No 596/2014, as amended, 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 2024, in aggregate, 771,355,582 Ordinary Shares, representing 39.05% of the voting rights attached to the shares outstanding as of 31 December 2024 excluding the 43,809,952 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 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 Directors and Executive Committee Members (Key Management Personnel) Total compensation of our directors and Executive Committee included in our income statement for 2024 set out below can be detailed as follows: Year ended 31 December 2024 Directors Executive Committee (USD million) Short-term employee benefits 2 15 Share-based payments — 55 Total 2 70 -152- Table of Contents In addition to short-term employee benefits (primarily salaries), the members of our Executive Committee were entitled to post-employment benefits.
(7) (“Altria”) 185,115,417 9.33 % BEVCO Lux S.à R.L (8) (“BEVCO”) 96,862,718 4.88 % Note: (1) See section “—Controlling Shareholder” below.
(7) (“Altria”) 125,115,417 6.33 % BEVCO Lux S.à R.L (8) (“BEVCO”) 96,862,718 4.90 % Note: (1) See section “—Controlling Shareholder” below.
(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.
(9) Percentages are calculated on the total number of outstanding shares as at 31 December 2024 (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 2024 (43,809,952 Ordinary Shares).
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.
As of 31 December 2024, the Stichting owned 663,074,832 of our shares, which represented a 33.57% voting interest based on the number of our shares outstanding as of 31 December 2024, excluding the 43,809,952 treasury shares held by us and certain of our subsidiaries.
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.
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.
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.
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.
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 2024, we had 34,006,926 registered Ordinary Shares and 125,115,701 registered Restricted Shares held by 4 record holders in the United States, representing approximately 159.1 million of the voting rights attached to our shares outstanding as of such date. As of 31 December 2024, we also had 132,557,659 ADSs outstanding, each representing one Ordinary Share.
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.
Transactions with Associates Our transactions with associates were as follows: Year ended 31 December 2024 (USD million) Gross profit (215 ) Current assets 102 Current liabilities 7 Our transactions with associates primarily consist of sales to distributors in which we have a non-controlling interest. -153- Table of Contents Transactions with Pension Plans Our transactions with pension plans mainly consisted of USD (12) million other expense to pension plans in the United States.
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.
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.
Holders of Record As a number of our shares are held in dematerialized form, we are not aware of the identity of all our shareholders.
Memorandum and Articles of Association and Other Share Information—Quorum and Majority Requirements—Appointment of Directors.” -149- Table of Contents U.S. Holders of Record As a number of our shares are held in dematerialized form, we are not aware of the identity of all our shareholders.
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.
For more information about our share repurchases, see “Item 16E. Purchases of Equity Securities by the Issuer.” Jointly Controlled Entities Interests in joint ventures include two entities in Brazil, one in Mexico and two in Canada. None of these joint ventures are material to the company.
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 Government-Related Entities We have no material transactions with government-related entities.
Removed
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.
Added
Altria subsequently converted certain of its Restricted Shares into Ordinary Shares and concurrently sold some of the converted shares, placing Altria’s position of Ordinary Shares in the Company at 34,006,520, as disclosed in the Schedule 13D beneficial ownership report filed by the Stichting dated 20 March 2024, implying an aggregate ownership of 8.06% based on the number of shares with voting rights as at 31 December 2024.
Removed
Consolidated Financial Statements and Other Financial Information—Legal and Arbitration Proceedings—Ambev and Its Subsidiaries—Tax Matters—Special Goodwill Reserve” for further information.
Added
Under our articles of association, a different denominator is used for the purposes of determining the percentage of shares with voting rights in our share capital necessary for the appointment of directors. For more information on this alternative calculation, see “Item 10. Additional Information—B.
Added
The 2023 Shareholders’ Agreement is filed as Exhibit 3.2 to this Form 20-F.
Added
Additional Information—C. Material Contracts—Material Contracts Related to the Acquisition of SAB—Registration Rights Agreement.” On 19 March 2024, we repurchased 3,335,417 Ordinary Shares directly from Altria for an aggregate share purchase price of USD 200 million. The shares were repurchased in connection with the completion of a secondary underwritten global offering by Altria of a total of 35,000,000 Ordinary Shares.

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