0001193125-21-192182.txt : 20210616 0001193125-21-192182.hdr.sgml : 20210616 20210616164930 ACCESSION NUMBER: 0001193125-21-192182 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20210616 DATE AS OF CHANGE: 20210616 GROUP MEMBERS: CARLOS ALBERTO DA VIEGA SICUPIRA GROUP MEMBERS: EUGENIE PATRI SEBASTIEN S.A. GROUP MEMBERS: FONDS BAILLET LATOUR CV GROUP MEMBERS: FONDS VOORZITTER VERHELST SRL GROUP MEMBERS: JORGE PAULO LEMANN GROUP MEMBERS: MARCEL HERRMANN TELLES GROUP MEMBERS: RAYVAX SOCIETE D'INVESTISSEMENTS S.A. GROUP MEMBERS: STICHTING ANHEUSER-BUSCH INBEV SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Anheuser-Busch InBev SA/NV CENTRAL INDEX KEY: 0001668717 STANDARD INDUSTRIAL CLASSIFICATION: MALT BEVERAGES [2082] IRS NUMBER: 000000000 STATE OF INCORPORATION: C9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89670 FILM NUMBER: 211022070 BUSINESS ADDRESS: STREET 1: BROUWERIJPLEIN 1 CITY: LEUVEN STATE: C9 ZIP: 3000 BUSINESS PHONE: 32(0)16276018 MAIL ADDRESS: STREET 1: BROUWERIJPLEIN 1 CITY: LEUVEN STATE: C9 ZIP: 3000 FORMER COMPANY: FORMER CONFORMED NAME: Newbelco SA/NV DATE OF NAME CHANGE: 20160304 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRC S.a.R.L. CENTRAL INDEX KEY: 0001301486 IRS NUMBER: 000000000 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 73, COTE D'EICH CITY: LUXEMBOURG STATE: N4 ZIP: L-1450 BUSINESS PHONE: 352-40-45-46 MAIL ADDRESS: STREET 1: 73, COTE D'EICH CITY: LUXEMBOURG STATE: N4 ZIP: L-1450 SC 13D/A 1 d137677dsc13da.htm SC 13D/A SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Anheuser-Busch InBev SA/NV

(Name of Issuer)

Ordinary Shares, without par value

American Depositary Shares, each of which represents 1 (one) Ordinary Share,

without par value, evidenced by American Depositary Receipts

(Title of Class or Securities)

03524A108

(CUSIP Number for American Depositary Shares)

 

John Horsfield-Bradbury

Sullivan & Cromwell LLP

1 New Fetter Lane

London EC4A 1AN

England

+44 20 7959-8900

 

Erik Adam

Eugénie Patri Sébastien S.A.

488 Route de Longwy, L-1940,

Luxembourg

+ 352 27 02 39

 

Mr. Roberto Moses Thompson

BRC S.à.R.L.

2 Boulevard de la Foire,

L – 1528 Luxembourg

+352 2704-86 84 21

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communication)

June 7, 2021

(Date of Event to Which This Filing Relates)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).

 

 

 

(Continued on following pages)


  1    

Names of reporting persons:

 

Stichting Anheuser-Busch InBev

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC use only

 

  4  

Source of funds (see instructions):

 

OO

  5  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  6  

Citizenship or place of organization:

 

The Netherlands

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7     

Sole voting power:

 

0

     8   

Shared voting power:

 

1,146,902,125 Shares1, 2

     9   

Sole dispositive power:

 

0

   10   

Shared dispositive power:

 

846,582,053 Ordinary Shares1

11    

Aggregate amount beneficially owned by each reporting person:

 

1,146,902,125 Shares1, 2

12  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

13  

Percent of class represented by amount in row (11):

 

59.25%1, 2, 3

14  

Type of reporting person (see instructions):

 

CO

 

1

The Stichting Anheuser-Busch InBev (formerly Stichting InBev and Stichting Interbrew) is wholly-owned together by BRC S.à.R.L. (“BRC”) and EPS Participations S.à.R.L. (“EPS Participations”), which is wholly owned by Eugénie Patri Sébastien S.A. (formerly Eugénie Patri Sébastien SCA) (“EPS”). BRC is controlled by Jorge Paulo Lemann (“Mr. Lemann”), Carlos Alberto da Veiga Sicupira (“Mr. Sicupira”) and Marcel Herrmann Telles (“Mr. Telles”). The Stichting Anheuser-Busch InBev, BRC, EPS Participations, EPS and Rayvax Société d’Investissements SA (“Rayvax”), a Belgian corporation, are party to the 2016 Shareholders’ Agreement (defined below), and the Stichting Anheuser-Busch InBev is party to a further voting agreement (the “Funds Voting Agreement”) with Fonds Baillet Latour CV (formerly Fonds Baillet Latour SPRL) (“Fonds Baillet Latour”) and Fonds Voorzitter Verhelst SRL (formerly Fonds Voorzitter Verhelst SPRL) (“Fonds Voorzitter Verhelst”). Together these entities and individuals indirectly and directly beneficially own 846,582,053 Ordinary Shares (as defined below) of Anheuser-Busch InBev SA/NV (“AB InBev”), as of June 15, 2021, representing approximately 42.76% of the voting rights attached to AB InBev shares (excluding treasury shares held by AB InBev or its subsidiaries). In addition, See Items 2, 3, 4, 5 and 6 of this Schedule 13D.

2

Includes (i) the 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares and 6,000,000 Ordinary Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria Group, Inc. a Virginia Corporation (“Altria”) and BEVCO Lux S.à R.L., a Luxembourg corporation (“BEVCO”), are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 7:155 of the Belgian Companies and Associations Code.

3

Based on a total of 1,935,685,053 Ordinary Shares deemed to be outstanding as of the filing date, which is calculated based upon the sum of (i) 1,653,706,918 Ordinary Shares issued and outstanding as of such date and (ii) 281,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares (as defined below) over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement (as defined below), which includes all Restricted Shares owned by Altria and BEVCO and no Restricted Shares owned by other holders. The shares set out above represent approximately 57.93% of the total shares with voting rights (i.e., 1,653,706,918 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of the filing date.


  1    

Names of reporting persons:

 

BRC S.à R.L.

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC use only

 

  4  

Source of funds (see instructions):

 

OO

  5  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  6  

Citizenship or place of organization:

 

Luxembourg

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7     

Sole voting power:

 

0

     8   

Shared voting power:

 

1,146,902,125 Shares1, 2

     9   

Sole dispositive power:

 

0

   10   

Shared dispositive power:

 

846,582,053 Ordinary Shares1

11    

Aggregate amount beneficially owned by each reporting person:

 

1,146,902,125 Shares1, 2

12  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

13  

Percent of class represented by amount in row (11):

 

59.25%1, 2, 3

14  

Type of reporting person (see instructions):

 

CO

 

1

The Stichting Anheuser-Busch InBev is wholly-owned together by BRC and EPS Participations, which is wholly owned by EPS. BRC is controlled by Mr. Lemann, Mr. Sicupira and Mr. Telles. The Stichting Anheuser-Busch InBev, BRC, EPS Participations, EPS and Rayvax are party to the 2016 Shareholders’ Agreement, and the Stichting Anheuser-Busch InBev is party to the Funds Voting Agreement with Fonds Baillet Latour and Fonds Voorzitter Verhelst. Together these entities and individuals indirectly and directly beneficially own 846,582,053 Ordinary Shares of AB InBev, as of June 15, 2021, representing approximately 42.76% of the voting rights attached to AB InBev shares (excluding treasury shares held by AB InBev or its subsidiaries). In addition, See Items 2, 3, 4, 5 and 6 of this Schedule 13D.

2

Includes (i) the 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares and 6,000,000 Ordinary Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria and BEVCO are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 7:155 of the Belgian Companies and Associations Code.

3

Based on a total of 1,935,685,053 Ordinary Shares deemed to be outstanding as of the filing date, which is calculated based upon the sum of (i) 1,653,706,918 Ordinary Shares issued and outstanding as of such date and (ii) 281,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement, which includes all Restricted Shares owned by Altria and BEVCO, and no Restricted Shares owned by other holders. The shares set out above represent approximately 57.93% of the total shares with voting rights (i.e., 1,653,706,918 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of the filing date.


  1    

Names of reporting persons:

 

Eugénie Patri Sébastien S.A.

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC use only

 

  4  

Source of funds (see instructions):

 

OO

  5  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  6  

Citizenship or place of organization:

 

Luxembourg

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7     

Sole voting power:

 

0

     8   

Shared voting power:

 

1,146,902,125 Shares1, 2

     9   

Sole dispositive power:

 

0

   10   

Shared dispositive power:

 

846,582,053 Ordinary Shares1

11    

Aggregate amount beneficially owned by each reporting person:

 

1,146,902,125 Shares1, 2

12  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

13  

Percent of class represented by amount in row (11):

 

59.25%1, 2, 3

14  

Type of reporting person (see instructions):

 

CO

 

1

The Stichting Anheuser-Busch InBev is wholly-owned together by BRC and EPS Participations, which is wholly owned by EPS. BRC is controlled by Mr. Lemann, Mr. Sicupira and Mr. Telles. The Stichting Anheuser-Busch InBev, BRC, EPS Participations, EPS and Rayvax are party to the 2016 Shareholders’ Agreement, and the Stichting Anheuser-Busch InBev is party to the Funds Voting Agreement with Fonds Baillet Latour and Fonds Voorzitter Verhelst. Together these entities and individuals indirectly and directly beneficially own 846,582,053 Ordinary Shares of AB InBev, as of June 15, 2021, representing approximately 42.76% of the voting rights attached to AB InBev shares (excluding treasury shares held by AB InBev or its subsidiaries). Includes Ordinary Shares beneficially owned by EPS which certain directors of EPS may have the right to acquire control of from EPS under certain circumstances. In addition, See Items 2, 3, 4, 5 and 6 of this Schedule 13D.

2

Includes (i) the 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares and 6,000,000 Ordinary Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria and BEVCO are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 7:155 of the Belgian Companies and Associations Code.

3

Based on a total of 1,935,685,053 Ordinary Shares deemed to be outstanding as of the filing date, which is calculated based upon the sum of (i) 1,653,706,918 Ordinary Shares issued and outstanding as of such date and (ii) 281,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement, which includes all Restricted Shares owned by Altria and BEVCO, and no Restricted Shares owned by other holders. The shares set out above represent approximately 57.93% of the total shares with voting rights (i.e., 1,653,706,918 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of the filing date.


  1    

Names of reporting persons:

 

Rayvax Société d’Investissements S.A.

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC use only

 

  4  

Source of funds (see instructions):

 

OO

  5  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  6  

Citizenship or place of organization:

 

Belgium

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7     

Sole voting power:

 

0

     8   

Shared voting power:

 

1,146,902,125 Shares1, 2

     9   

Sole dispositive power:

 

0

   10   

Shared dispositive power:

 

846,582,053 Ordinary Shares1

11    

Aggregate amount beneficially owned by each reporting person:

 

1,146,902,125 Shares1, 2

12  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

13  

Percent of class represented by amount in row (11):

 

59.25%1, 2, 3

14  

Type of reporting person (see instructions):

 

CO

 

1

The Stichting Anheuser-Busch InBev is wholly-owned together by BRC and EPS Participations, which is wholly owned by EPS. BRC is controlled by Mr. Lemann, Mr. Sicupira and Mr. Telles. The Stichting Anheuser-Busch InBev, BRC, EPS Participations, EPS and Rayvax are party to the 2016 Shareholders’ Agreement, and the Stichting Anheuser-Busch InBev is party to the Funds Voting Agreement with Fonds Baillet Latour and Fonds Voorzitter Verhelst. Together these entities and individuals indirectly and directly beneficially own 846,582,053 Ordinary Shares of AB InBev, as of June 15, 2021, representing approximately 42.76% of the voting rights attached to AB InBev shares (excluding treasury shares held by AB InBev or its subsidiaries). Includes Ordinary Shares beneficially owned by EPS which certain directors of Rayvax may have the right to acquire control of from EPS under certain circumstances. In addition, See Items 2, 3, 4, 5 and 6 of this Schedule 13D.

2

Includes (i) the 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares and 6,000,000 Ordinary Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria and BEVCO are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 7:155 of the Belgian Companies and Associations Code.

3

Based on a total of 1,935,685,053 Ordinary Shares deemed to be outstanding as of the filing date, which is calculated based upon the sum of (i) 1,653,706,918 Ordinary Shares issued and outstanding as of such date and (ii) 281,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement, which includes all Restricted Shares owned by Altria and BEVCO, and no Restricted Shares owned by other holders. The shares set out above represent approximately 57.93% of the total shares with voting rights (i.e., 1,653,706,918 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of the filing date.


  1    

Names of reporting persons:

 

Fonds Baillet Latour CV

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC use only

 

  4  

Source of funds (see instructions):

 

OO

  5  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  6  

Citizenship or place of organization:

 

Belgium

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7     

Sole voting power:

 

0

     8   

Shared voting power:

 

1,146,902,125 Shares1, 2

     9   

Sole dispositive power:

 

0

   10   

Shared dispositive power:

 

846,582,053 Ordinary Shares1

11    

Aggregate amount beneficially owned by each reporting person:

 

1,146,902,125 Shares1, 2

12  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

13  

Percent of class represented by amount in row (11):

 

59.25%1, 2, 3

14  

Type of reporting person (see instructions):

 

CO

 

1

The Stichting Anheuser-Busch InBev is wholly-owned together by BRC and EPS Participations, which is wholly owned by EPS. BRC is controlled by Mr. Lemann, Mr. Sicupira and Mr. Telles. The Stichting Anheuser-Busch InBev, BRC, EPS Participations, EPS and Rayvax are party to the 2016 Shareholders’ Agreement, and the Stichting Anheuser-Busch InBev is party to the Funds Voting Agreement with Fonds Baillet Latour and Fonds Voorzitter Verhelst. Together these entities and individuals indirectly and directly beneficially own 846,582,053 Ordinary Shares of AB InBev, as of June 15, 2021, representing approximately 42.76% of the voting rights attached to AB InBev shares (excluding treasury shares held by AB InBev or its subsidiaries). In addition, See Items 2, 3, 4, 5 and 6 of this Schedule 13D.

2

Includes (i) the 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares and 6,000,000 Ordinary Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria and BEVCO are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 7:155 of the Belgian Companies and Associations Code.

3

Based on a total of 1,935,685,053 Ordinary Shares deemed to be outstanding as of the filing date, which is calculated based upon the sum of (i) 1,653,706,918 Ordinary Shares issued and outstanding as of such date and (ii) 281,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement, which includes all Restricted Shares owned by Altria and BEVCO, and no Restricted Shares owned by other holders. The shares set out above represent approximately 57.93% of the total shares with voting rights (i.e., 1,653,706,918 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of the filing date.


  1    

Names of reporting persons:

 

Fonds Voorzitter Verhelst SRL

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC use only

 

  4  

Source of funds (see instructions):

 

OO

  5  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  6  

Citizenship or place of organization:

 

Belgium

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7     

Sole voting power:

 

0

     8   

Shared voting power:

 

1,146,902,125 Shares1, 2

     9   

Sole dispositive power:

 

0

   10   

Shared dispositive power:

 

846,582,053 Ordinary Shares1

11    

Aggregate amount beneficially owned by each reporting person:

 

1,146,902,125 Shares1, 2

12  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

13  

Percent of class represented by amount in row (11):

 

59.25%1, 2, 3

14  

Type of reporting person (see instructions):

 

CO

 

1

The Stichting Anheuser-Busch InBev is wholly-owned together by BRC and EPS Participations, which is wholly owned by EPS. BRC is controlled by Mr. Lemann, Mr. Sicupira and Mr. Telles. The Stichting Anheuser-Busch InBev, BRC, EPS Participations, EPS and Rayvax are party to the 2016 Shareholders’ Agreement, and the Stichting Anheuser-Busch InBev is party to the Funds Voting Agreement with Fonds Baillet Latour and Fonds Voorzitter Verhelst. Together these entities and individuals indirectly and directly beneficially own 846,582,053 Ordinary Shares of AB InBev, as of June 15, 2021, representing approximately 42.76% of the voting rights attached to AB InBev shares (excluding treasury shares held by AB InBev or its subsidiaries). In addition, See Items 2, 3, 4, 5 and 6 of this Schedule 13D.

2

Includes (i) the 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares and 6,000,000 Ordinary Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria and BEVCO are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 7:155 of the Belgian Companies and Associations Code.

3

Based on a total of 1,935,685,0534 Ordinary Shares deemed to be outstanding as of the filing date, which is calculated based upon the sum of (i) 1,653,706,918 Ordinary Shares issued and outstanding as of such date and (ii) 281,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement, which includes all Restricted Shares owned by Altria and BEVCO, and no Restricted Shares owned by other holders. The shares set out above represent approximately 57.93% of the total shares with voting rights (i.e., 1,653,706,918 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of the filing date.


  1    

Names of reporting persons:

 

Jorge Paulo Lemann

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC use only

 

  4  

Source of funds (see instructions):

 

OO

  5  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  6  

Citizenship or place of organization:

 

Federative Republic of Brazil and Switzerland

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7     

Sole voting power:

 

259,000

     8   

Shared voting power:

 

1,147,165,593 Shares1, 2, 3

     9   

Sole dispositive power:

 

259,000

   10   

Shared dispositive power:

 

846,845,521 Ordinary Shares1, 3

11    

Aggregate amount beneficially owned by each reporting person:

 

1,147,165,593 Shares1, 2, 3

12  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

13  

Percent of class represented by amount in row (11):

 

59.26%1, 2, 3, 4

14  

Type of reporting person (see instructions):

 

IN

 

1

The Stichting Anheuser-Busch InBev is wholly-owned together by BRC and EPS Participations, which is wholly owned by EPS. BRC is controlled by Mr. Lemann, Mr. Sicupira and Mr. Telles. The Stichting Anheuser-Busch InBev, BRC, EPS Participations, EPS and Rayvax are party to the 2016 Shareholders’ Agreement, and the Stichting Anheuser-Busch InBev is party to the Funds Voting Agreement with Fonds Baillet Latour and Fonds Voorzitter Verhelst. Together these entities and individuals indirectly and directly beneficially own 846,582,053 Ordinary Shares of AB InBev, as of June 15, 2021, representing approximately 42.76% of the voting rights attached to AB InBev shares (excluding treasury shares held by AB InBev or its subsidiaries). In addition, See Items 2, 3, 4, 5 and 6 of this Schedule 13D.

2

Includes (i) the 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares and 6,000,000 Ordinary Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria and BEVCO are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 7:155 of the Belgian Companies and Associations Code.

3

Includes 4,468 Ordinary Shares held by LTS Trading Company LLC as of June 15, 2021, a company incorporated under Delaware law, acting in concert with Mr. Telles, Mr. Lemann and Mr. Sicupira within the meaning of Article 3, § 2 of the Belgian Law of 1 April 2007 on public takeover bids and 259,000 Ordinary Shares held by Olia 2 AG, a company incorporated under Liechtenstein law, acting in concert with Mr. Lemann within the meaning of Article 3, § 2 of the Belgian Law of 1 April 2007 on public takeover bids. Mr. Lemann disclaims beneficial ownership of the securities subject to this statement on Schedule 13D, except with respect to the 259,000 Ordinary Shares held by Olia 2 AG over which he holds sole voting and dispositive power.

4

Based on a total of 1,935,685,053 Ordinary Shares deemed to be outstanding as of the filing date, which is calculated based upon the sum of (i) 1,653,706,918 Ordinary Shares issued and outstanding as of such date and (ii) 281,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement, which includes all Restricted Shares owned by Altria and BEVCO, and no Restricted Shares owned by other holders. The shares set out above represent approximately 57.95% of the total shares with voting rights (i.e., 1,653,706,918 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of the filing date.


  1    

Names of reporting persons:

 

Carlos Alberto da Viega Sicupira

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC use only

 

  4  

Source of funds (see instructions):

 

OO

  5  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  6  

Citizenship or place of organization:

 

Federative Republic of Brazil

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7     

Sole voting power:

 

0

     8   

Shared voting power:

 

1,146,906,593 Shares1, 2, 3

     9   

Sole dispositive power:

 

0

   10   

Shared dispositive power:

 

846,586,521 Ordinary Shares1, 3

11    

Aggregate amount beneficially owned by each reporting person:

 

1,146,906,593 Shares1, 2, 3

12  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

13  

Percent of class represented by amount in row (11):

 

59.25%1, 2, 3, 4

14  

Type of reporting person (see instructions):

 

IN

 

1

The Stichting Anheuser-Busch InBev is wholly-owned together by BRC and EPS Participations, which is wholly owned by EPS. BRC is controlled by Mr. Lemann, Mr. Sicupira and Mr. Telles. The Stichting Anheuser-Busch InBev, BRC, EPS Participations, EPS and Rayvax are party to the 2016 Shareholders’ Agreement, and the Stichting Anheuser-Busch InBev is party to the Funds Voting Agreement with Fonds Baillet Latour and Fonds Voorzitter Verhelst. Together these entities and individuals indirectly and directly beneficially own 846,582,053 Ordinary Shares of AB InBev, as of June 15, 2021, representing approximately 42.76% of the voting rights attached to AB InBev shares (excluding treasury shares held by AB InBev or its subsidiaries). In addition, See Items 2, 3, 4, 5 and 6 of this Schedule 13D.

2

Includes (i) the 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares and 6,000,000 Ordinary Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria and BEVCO are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 7:155 of the Belgian Companies and Associations Code.

3

Includes 4,468 Ordinary Shares held by LTS Trading Company LLC as of June 15, 2021, a company incorporated under Delaware law, acting in concert with Mr. Telles, Mr. Lemann and Mr. Sicupira within the meaning of Article 3, § 2 of the Belgian Law of 1 April 2007 on public takeover bids. Mr. Sicupira disclaims beneficial ownership of the securities subject to this statement on Schedule 13D.

4

Based on a total of 1,935,685,053 Ordinary Shares deemed to be outstanding as of the filing date, which is calculated based upon the sum of (i) 1,653,706,918 Ordinary Shares issued and outstanding as of such date and (ii) 281,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement, which includes all Restricted Shares owned by Altria and BEVCO, and no Restricted Shares owned by other holders. The shares set out above represent approximately 57.93% of the total shares with voting rights (i.e., 1,653,706,918 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of the filing date.


  1    

Names of reporting persons:

 

Marcel Herrmann Telles

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ☒        (b)  ☐

 

  3  

SEC use only

 

  4  

Source of funds (see instructions):

 

OO

  5  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  6  

Citizenship or place of organization:

 

Federative Republic of Brazil

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7     

Sole voting power:

 

0

     8   

Shared voting power:

 

1,146,906,593 Shares1, 2, 3

     9   

Sole dispositive power:

 

0

   10   

Shared dispositive power:

 

846,586,521 Ordinary Shares1, 3

11    

Aggregate amount beneficially owned by each reporting person:

 

1,146,906,593 Shares1, 2, 3

12  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

13  

Percent of class represented by amount in row (11):

 

59.25%1, 2, 3, 4

14  

Type of reporting person (see instructions):

 

IN

 

1

The Stichting Anheuser-Busch InBev is wholly-owned together by BRC and EPS Participations, which is wholly owned by EPS. BRC is controlled by Mr. Lemann, Mr. Sicupira and Mr. Telles. The Stichting Anheuser-Busch InBev, BRC, EPS Participations, EPS and Rayvax are party to the 2016 Shareholders’ Agreement, and the Stichting Anheuser-Busch InBev is party to the Funds Voting Agreement with Fonds Baillet Latour and Fonds Voorzitter Verhelst. Together these entities and individuals indirectly and directly beneficially own 846,582,053 Ordinary Shares of AB InBev, as of June 15, 2021, representing approximately 42.76% of the voting rights attached to AB InBev shares (excluding treasury shares held by AB InBev or its subsidiaries). In addition, See Items 2, 3, 4, 5 and 6 of this Schedule 13D.

2

Includes (i) the 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares and 6,000,000 Ordinary Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria and BEVCO are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 7:155 of the Belgian Companies and Associations Code.

3

Includes 4,468 Ordinary Shares held by LTS Trading Company LLC as of June 15, 2021, a company incorporated under Delaware law, acting in concert with Mr. Telles, Mr. Lemann and Mr. Sicupira within the meaning of Article 3, § 2 of the Belgian Law of 1 April 2007 on public takeover bids. Mr. Telles disclaims beneficial ownership of the securities subject to this statement on Schedule 13D.

4

Based on a total of 1,935,685,053 Ordinary Shares deemed to be outstanding as of the filing date, which is calculated based upon the sum of (i) 1,653,706,918 Ordinary Shares issued and outstanding as of such date and (ii) 281,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement, which includes all Restricted Shares owned by Altria and BEVCO, and no Restricted Shares owned by other holders. The shares set out above represent approximately 57.93% of the total shares with voting rights (i.e., 1,653,706,918 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of the filing date.


This Amendment No. 1 (this “Amendment”) amends and supplements the statement on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on November 2, 2016 (the “Schedule 13D”), relating to the ordinary shares, without par value (the “Ordinary Shares” of Anheuser-Busch InBev SA/NV (the “Issuer”). This Amendment is being filed to reflect the effects of a transaction undertaken by the Issuer which has increased the total amount of voting securities outstanding. Information reported in the Schedule 13D remains in effect except to the extent that it is amended, supplemented, restated or superseded by information contained in this Amendment. Each capitalized term used herein but not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D.

 

Item 1.

Security and Issuer.

Item 1 of the Schedule 13D is hereby amended and restated to read as follows.

This Schedule 13D relates to ordinary shares, without par value (“Ordinary Shares”), of Anheuser-Busch InBev SA/NV (“AB InBev”), a public limited liability company (société anonyme/naamloze vennootschap) organized under the laws of Belgium. American Depositary Receipts, each representing one Ordinary Share of AB InBev, are listed and trade on the New York Stock Exchange. AB InBev’s principal executive office is Brouwerijplein 1, 3000 Leuven, Belgium and AB InBev is registered with the Belgian Crossroads Bank of Enterprises under the number 0417.497.106 RPM/RPR (Brussels).

As described further below, the filers of this Schedule 13D set out in Item 2 may be considered to have formed a group with the counterparties to the Restricted Shareholder Voting Agreement (as defined below), being Altria and BEVCO, whom own at least 1% of AB InBev’s outstanding share capital in the form of restricted shares, without par value, of AB InBev (“Restricted Shares”, and together with the Ordinary Shares, the “Shares”). Restricted Shares are unlisted, not admitted to trading on any stock exchange, not capable of being deposited in an American Depositary Receipt program and are subject to, among other things, restrictions on transfer until converted into Ordinary Shares, subject to certain limited exceptions. The Restricted Shares are convertible at the election of the holder into Ordinary Shares on a one-for-one basis with effect from the fifth anniversary of the completion of the business combination between the former Anheuser-Busch InBev SA/NV, a public limited liability company (société anonyme/naamloze vennootschap) organized under the laws of Belgium and registered with the Belgian Crossroads Bank of Enterprises under the number 0417.497.106 RPM/RPR (Brussels) (“Former AB InBev”), and SABMiller plc (“SABMiller”) (the “Transaction”). With limited exceptions, such Restricted Shares vote together with the Ordinary Shares on all matters requiring a vote of the shareholders of AB InBev, rank equally with the Ordinary Shares as regards dividends.

 

Item 2.

Identity and Background.

Item 2 of the Schedule 13D is hereby amended and restated to read as follows.

(a), (b), (c), (f) This Schedule 13D is being filed by:

 

  (i)

the Stichting Anheuser-Busch InBev (formerly Stichting InBev and Stichting Interbrew), a foundation formed under the laws of the Netherlands (the “Stichting”);

 

  (ii)

BRC S.à R.L., a limited liability company (société à responsabilité limité) incorporated under the laws of Luxembourg (“BRC”);

 

  (iii)

Eugénie Patri Sébastien S.A. (formerly Eugénie Patri Sébastien SCA), a public limited liability company (société anonyme) incorporated under the laws of Luxembourg (“EPS”);

 

  (iv)

Rayvax Société d’Investissements S.A., a public limited liability company (société anonyme) incorporated under the laws of Belgium (“Rayvax”);

 

  (v)

Fonds Baillet Latour CV (formerly Fonds Baillet Latour SPRL), a foundation with a social purpose incorporated under the laws of Belgium (“Fonds Baillet Latour”);

 

  (vi)

Fonds Voorzitter Verhelst SRL (formerly Fonds Voorzitter Verhelst SPRL), a foundation with a social purpose incorporated under the laws of Belgium (“Fonds Voorzitter Verhelst”);


  (vii)

Jorge Paulo Lemann, a Swiss and Brazilian citizen (“Mr. Lemann”);

 

  (viii)

Carlos Alberto da Veiga Sicupira, a Brazilian citizen (“Mr. Sicupira”); and

 

  (ix)

Marcel Herrmann Telles, a Brazilian citizen (“Mr. Telles”), (collectively, the “Reporting Persons”).

The Stichting is a foundation, substantially all of the assets of which, as of June 15, 2021, were 663,074,832 Ordinary Shares, representing approximately 33.49% of the voting rights attached to AB InBev shares (excluding treasury shares held by AB InBev or its subsidiaries). The address of the principal business office of the Stichting is Amstelveenseweg 760, 1081 JK Amsterdam, the Netherlands. The principal business purposes of the Stichting is to hold AB InBev shares on behalf of EPS and its wholly owned subsidiary EPS Participations S.à R.L. (“EPS Participations”) and BRC. Each of EPS, EPS Participations and BRC holds Stichting certificates entitling them to claim from the Stichting the payment of any dividends and other amounts paid or distributed by AB InBev to the holders of the Ordinary Shares who hold their interests through the Stichting.

BRC is an investment company, the principal business purposes of which is holding Class B certificates of the Stichting (each of which represents one Ordinary Share held by the Stichting). The address of the principal business office of BRC is 2, Boulevard de la Foire, L - 1528 Luxembourg.

EPS is a company established for the purpose of directly or indirectly investing in and holding Class A certificates of the Stichting (each of which represents one Ordinary Share held by the Stichting) and Ordinary Shares. The address of the principal business office of EPS is Route de Longwy 488, L-1940 Luxembourg. Certain of the securities being reported on by EPS on this Schedule 13D are actually held by EPS Participations, S.à R.L., a direct wholly owned subsidiary of EPS.

Rayvax is a company established for the purpose of holding an indirect interest in AB InBev. The address of the principal business office of Rayvax is 19, Square Vergote, B-1200 Brussels, Belgium. Certain of the securities being reported on by Rayvax on this Schedule 13D are actually held by Sébastien Holding NV/SA, a direct wholly owned subsidiary of Rayvax.

Fonds Baillet Latour is a foundation established with a social purpose to encourage and financially support projects with a high human or cultural value in the areas of medical research, education, culture and Olympic sport. The address of the principal business office of Fonds Baillet Latour is Grand’Place 1, 1000 Brussels, Belgium.

Fonds Voorzitter Verhelst is foundation established with a social purpose to financially assist AB InBev employees (e.g., with respect to their and their children’s education, health plans and medical care). The address of the principal business office of Fonds Voorzitter Verhelst is Brouwerijplein 1, 3000 Leuven, Belgium.

Mr. Lemann’s principal occupation is being a private investor and a director of BRC and the Stichting. His principal business address is Zücherstrasse 325, 8645 Jona, Switzerland.

Certain of the securities being reported on by Mr. Lemann on this Schedule 13D are actually held by LTS Trading Company LLC, an entity controlled jointly by Mr. Lemann, Mr. Sicupira and Mr. Telles. In addition, certain of the securities being reported on by Mr. Lemann on this Schedule 13D are actually held by Olia 2 AG, a company controlled by Mr. Lemann.

Mr. Sicupira’s principal occupation is being a private investor and a director of BRC and the Stichting. His principal business address is Rua Suica, 00260, Jd Europa, 01449-030, Sao Paulo-SP, Brazil. Certain of the securities being reported on by Mr. Sicupira on this Schedule 13D are actually held by LTS Trading Company LLC, an entity controlled jointly by Mr. Lemann, Mr. Sicupira and Mr. Telles.

Mr. Telles’ principal occupation is being a private investor and a director of BRC and the Stichting. His principal business address is 1017, Rua Dr Renato Paes de Barros, 04530-001, Sao Paulo, Brazil. Certain of the securities being reported on by Mr. Telles on this Schedule 13D are actually held by LTS Trading Company LLC, an entity controlled jointly by Mr. Lemann, Mr. Sicupira and Mr. Telles.


The name, citizenship, business address and present principal occupation or employment of each of the directors of the Stichting, BRC, EPS, Rayvax, Fonds Baillet Latour and Fonds Voorzitter Verhelst and the name, principal business and address of the corporation or other organization in which any such employment is conducted are set forth in Annexes A-1 through A-7 to this Schedule 13D. None of such entities has any executive officers.

(d), (e) During the last five years, none of the Reporting Persons or director of the Stichting, BRC, EPS, Rayvax, Fonds Baillet Latour or Fonds Voorzitter Verhelst or any executive officer or director of any controlling shareholder, if any, of the Stichting, BRC, EPS, Rayvax, Fonds Baillet Latour or Fonds Voorzitter Verhelst has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

Item 4.

Purpose of Transaction.

 

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety to read as follows.

 

(a)

Rows (11) and (13) of the cover pages to this Schedule 13D are hereby incorporated by reference.

 

(b)

Rows (7) through (10) of the cover pages to this Schedule 13D set forth the number of Ordinary Shares as to which there is sole power to vote or direct the vote or to dispose or to direct the disposition, and the number of Ordinary Shares and Restricted Shares of AB InBev as to which there is shared power to vote or to direct the vote, or shared power to dispose or to direct the disposition.

 

(c)

The following table sets forth transactions with respect to Ordinary Shares effected between June 7, 2021 to June 10, 2021 by BRC. All such transactions were open-market purchases effected through a broker. The total number of Ordinary Shares purchased by BRC during such period was 1,168,839.

 

Date    Amount of Securities Acquired    Price per share
06/07/2021    120,606    €63.7419
06/08/2021    407,518    €64.5728
06/09/2021    380,287    €64.7103
06/10/2021    260,428    €64.4895

Except as described in this Item 5(c), none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any person identified on Schedule A to this Schedule 13D has effected any transaction in the Voting Shares of the Issuer during the past 60 days.

Except as described in this Schedule 13D, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares owned, directly or indirectly, by the Reporting Persons.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.


Item 7.

Material to Be Filed as Exhibits.

 

Exhibit
No

  

Description

  2.1    Consolidated Articles of Association of Anheuser-Busch InBev SA/NV (English-language translation) (incorporated by reference to Exhibit 99.1 to the Current Report on Form 6-K filed by Anheuser-Busch InBev SA/NV on May 13, 2021).
  2.2    2016 AK Shareholders’ Agreement, dated April 11, 2016 (incorporated by reference from Amendment No. 16 to the Schedule 13D relating to Ambev S.A. filed by (among others) Former AB InBev, the Stichting and EPS on April 18, 2016).
  2.3    Funds Voting Agreement, effective November 1, 2015 (incorporated by reference to Amendment No. 15 to the Schedule 13D relating to Ambev filed by (among others) Former AB InBev, the Stichting and EPS on March 9, 2015).
  2.4    Voting and Support Agreement relating to Anheuser-Busch InBev SA/NV, dated October 8, 2016 (incorporated by reference to the Schedule 13D relating to Anheuser-Busch InBev SA/NV filed by (among others) the Stichting, BRC, EPS and Rayvax on November 2, 2016).
  2.5    Powers of Attorney (filed herewith).
  2.6    Powers of Attorney (incorporated by reference to the Schedule 13D relating to Anheuser-Busch InBev SA/NV filed by (among others) the Stichting, BRC, EPS and Rayvax on November 2, 2016).
  2.7    Joint Filing Agreement pursuant to Rule 13d-1(k) (incorporated by reference to the Schedule 13D relating to Anheuser-Busch InBev SA/NV filed by (among others) the Stichting, BRC, EPS and Rayvax on November 2, 2016).


ANNEX A-1

Directors of the Stichting

 

Name

   Citizenship    Business Address    Present Principal Occupation   Beneficial
Ownership of

AB InBev
Ordinary
Shares

Jorge Paulo Lemann

   Brazil -
 Switzerland
   Zürcherstrasse 325, 8645 Jona,
Switzerland
   Director of BRC and the Stichting.   1,147,165,593

Carlos Alberto da Veiga Sicupira

   Brazil    Rua Suica, 00260, Jd Europa,
01449-030, Sao Paulo, Brazil
   Director of BRC and the Stichting   1,146,906,593

Marcel Herrmann Telles

   Brazil    1017, Rua Dr Renato Paes de
Barros, 04530-001, Sao Paulo,
Brazil
   Director of BRC and the Stichting   1,146,906,593

Roberto Moses Thompson Motta

   Brazil    Via Concordia 6, 6900,
Lugano, Switzerland
   Director of BRC, the Stichting and
AB InBev
  <0.1%

Paul Cornet de Ways Ruart

   Belgium    Brouwerijplein 1, 3000
Leuven, Belgium
   Director of AB InBev, the
Stichting and EPS
  <0.1%

Alexandre Van Damme

   Belgium    Brouwerijplein 1, 3000
Leuven, Belgium
   Director of AB InBev, the
Stichting and EPS
  0.107%

Grégoire de Spoelberch

   Belgium    Brouwerijplein 1, 3000
Leuven, Belgium
   Director of AB InBev, the
Stichting and EPS; CEO of GDS
Consult SA1
  <0.1%

Sabine Chalmers

   United
States
   Brouwerijplein 1, 3000
Leuven, Belgium
   Director of AB InBev, the
Stichting and EPS and Group
General Counsel of BT Group
Plc2
  <0.1%

 

1

The principal business of GDS Consult SA is private equity and real estate investments and its address is Rue de l’Eglise 147, B-1150 Woluwe St. Pierre, Belgium.

2

The principal business of BT Group Plc is developing and selling communications propositions and services and its principal business address is BT Centre, 81 Newgate St, London EC1A 7AJ, United Kingdom.


ANNEX A-2

Directors of BRC

 

Name

   Citizenship    Business Address    Present Principal Occupation    Beneficial
Ownership of

AB InBev
Ordinary
Shares

Paulo Alberto Lemann

   Brazil -
Switzerland
   6501, 96th Street, 33156-1850,
Florida, USA
   Director of BRC and AB InBev    <0.1%

Jorge Paulo Lemann

   Brazil -
Switzerland
   Zürcherstrasse 325, 8645 Jona
Switzerland
   Director of BRC and the Stichting    1,147,165,593

Carlos Alberto da Veiga Sicupira

   Brazil    Rua Suica, 00260, Jd Europa,
01449-030, Sao Paulo, Brazil
   Director of BRC and the Stichting    1,146,906,593

Marcel Herrmann Telles

   Brazil    1017, Rua Dr Renato Paes de
Barros, 04530-001, Sao Paulo,
Brazil.
   Director of BRC and the Stichting    1,146,906,593

Roberto Moses Thompson Motta

   Brazil    Via Concordia 6, 6900,
Lugano, Switzerland
   Director of BRC, the Stichting
and AB InBev
   <0.1%

Alexandre Behring

   Brazil    13797, Av Nacoes Unidas,
Bloco III, 15th Floor, Vila
Gertrudes 04794-000, Sao
Paulo, Brazil
   Director of BRC    <0.1%

Eduardo Saggioro

   Brazil    1017, Rua Dr Renato Paes de
Barros, 04530-001, Sao Paulo,
Brazil
   Director of BRC    <0.1%

Marc Lemann

   Brazil -
Switzerland
   426, rua Inglaterra,
01447-020, Sao Paulo, Brazil
   Director of BRC    <0.1%

Cecilia Sicupira

   Brazil    1017, Rua Dr Renato Paes de
Barros, 04530-001, Sao Paulo,
Brazil
   Director of BRC and AB InBev    <0.1%

Claudio Garcia

   Brazil    944, Park Avenue, Apt 2,
10028, New York, USA
   Director of BRC and AB InBev    <0.1%


ANNEX A-3

Directors of EPS

 

Name

   Citizenship    Business Address    Present Principal Occupation   Beneficial
Ownership of

AB InBev
Ordinary
Shares

Sabine Chalmers

   United States    c/o Eugenie Patri Sebastien S.A.,
488, route de Longwy, L-1940
Luxembourg
   Director of AB InBev, the Stichting
and EPS and Group General
Counsel of BT Group Plc1
  <0.1%

Juan de Hemptinne

   Belgium    c/o Eugenie Patri Sebastien S.A.,

488, route de Longwy, L-1940
Luxembourg

   Director of EPS   <0.1%

Christophe d’Ansembourg

   Luxembourg    c/o Eugenie Patri Sebastien S.A.,

488, route de Longwy, L-1940
Luxembourg

   Director of EPS   0

Grégoire de Spoelberch

   Belgium    c/o Eugenie Patri Sebastien S.A.,
488, route de Longwy, L-1940

Luxembourg

   Director of AB InBev, the Stichting
and EPS; CEO of GDS

Consult SA2

  <0.1%

Alexandre Van Damme

   Belgium    c/o Eugenie Patri Sebastien S.A.,
488, route de Longwy, L-1940

Luxembourg

   Director of AB InBev, the Stichting
and EPS
  0.107%

Comtesse Edwine van der Straten Ponthoz

   Belgium    c/o Eugenie Patri Sebastien S.A.,
488, route de Longwy, L-1940

Luxembourg

   Director of EPS   <0.1%

Maximilien de Limburg Stirum

   Belgium    c/o Eugenie Patri Sebastien S.A.,
488, route de Longwy, L-1940

Luxembourg

   Director of EPS, Chairman of SFI3   <0.1%

Valentine De Pret Roose de Calesberg

   Belgium    c/o Eugenie Patri Sebastien S.A.,
488, route de Longwy, L-1940

Luxembourg

   Director of EPS   0

Paul Cornet de Ways Ruart

   Belgium    c/o Eugenie Patri Sebastien S.A.,
488, route de Longwy, L-1940

Luxembourg

   Director of AB InBev, the Stichting
and EPS
  <0.1%

Sébastien Delloye

   Belgium    c/o Eugenie Patri Sebastien S.A.,
488, route de Longwy, L-1940
Luxembourg
   Director of EPS   <0.1%

 

1

The principal business of BT Group Plc is developing and selling communications propositions and services and its principal business address is BT Centre, 81 Newgate St, London EC1A 7AJ, United Kingdom.

2

The principal business of GDS Consult SA is private equity and real estate investments and its address is Rue de l’Eglise 147, B-1150 Woluwe St. Pierre, Belgium.

3

The principal business of SFI is equity investments and its address is 488, route de Longwy L-1940 Luxembourg.


ANNEX A-4

Directors of Rayvax

 

Name

   Citizenship    Business Address    Present Principal Occupation    Beneficial
Ownership of

AB InBev
Ordinary
Shares

Arnoud de Pret Roose de Calesberg

   Belgium    c/o Rayvax SA Square Vergote 19

1200 Brussels

   Director of several companies,
including Rayvax
   <0.1%

Pax Affaires S.A.

   Belgium    c/o Rayvax SA Square Vergote 19

1200 Brussels

   Consulting Company    0

Valentine de Pret Roose de Calesberg

   Belgium    c/o Rayvax SA Square Vergote 19
1200 Brussels
   Director of several companies,
including Rayvax
   0

Gérard Lamarche

   Belgium    c/o Rayvax SA Square Vergote 19
1200 Brussels
   Director of several companies,
including Rayvax
   0


ANNEX A-5

Directors of Fonds Baillet Latour

 

Name

  

Citizenship

  

Business Address

  

Present Principal Occupation

  

Beneficial
Ownership of

AB InBev

Ordinary
Shares

Yvan de Launoit    Belgium   

Brouwerijplein 1, 3000 Leuven,

Belgium

  

Director of Fonds Baillet

Latour and deputy director of the CNRS1

   <0.1%
Pierre-Olivier Beckers-Vieujant    Belgium   

Brouwerijplein 1, 3000 Leuven,

Belgium

  

Director of Fonds Baillet

Latour and chairman of the Belgian Olympic Committee2

   <0.1%
Grégoire de Spoelberch    Belgium   

Brouwerijplein 1, 3000 Leuven,

Belgium

  

Director of Fonds Baillet

Latour and AB InBev

   <0.1%
Benoit de Spoelberch    Belgium   

Brouwerijplein 1, 3000 Leuven,

Belgium

  

Director of Fonds Baillet

Latour

   <0.1%
Alain De Waele    Belgium   

Brouwerijplein 1, 3000 Leuven,

Belgium

  

Director of Fonds Baillet

Latour

   <0.1%
Thomas Leysen    Belgium   

Brouwerijplein 1, 3000 Leuven,

Belgium

  

Chairman of Fonds Baillet

Latour, Umicore and Mediahuis3

   <0.1%
Sybille van der Straten Ponthoz    Belgium   

Brouwerijplein 1, 3000 Leuven,

Belgium

  

Director of Fonds Baillet

Latour

   <0.1%
Anne de Paepe    Belgium   

Brouwerijplein 1, 3000 Leuven,

Belgium

   Director of Fonds Baillet Latour    <0.1%
André Querton    Belgium   

Brouwerijplein 1, 3000 Leuven,

Belgium

  

Director of Fonds Baillet

Latour

   <0.1%
Diane de Spoelberch-Adriaenssen    Belgium   

Brouwerijplein 1, 3000 Leuven,

Belgium

  

Director of Fonds Baillet

Latour

   <0.1%
Eric Speeckaert    Belgium   

Brouwerijplein 1, 3000 Leuven,

Belgium

  

Director of Fonds Baillet

Latour

   <0.1%
Fransiscus van Daele    Belgium   

Brouwerijplein 1, 3000 Leuven,

Belgium

  

Director of Fonds Baillet

Latour

   <0.1%
Elinor de Pret Roose de Calesberg    Belgium   

Brouwerijplein 1, 3000 Leuven,

Belgium

   Director of Fonds Baillet Latour    <0.1%
Stichting Fonds InBev Baillet Latour (3)    Netherlands   

Ceresstraat 1, Breda,

Netherlands

  

Director of Fonds Baillet

Latour

   <0.1%

 

1

The principal business of Umicore is materials technology and its principal business address is Broekstraat 31 Rue du Marais, 1000, Brussels, Belgium. The principal business of Mediahuis is international media and its principal business address is Katwilgweg 2, 2050 Antwerpen, Belgium.

2

The principal address of the Belgian Olympic Committee is Avenue de Bouchout 9, 1020 Brussels, Belgium.

3

The CNRS (Centre National de la Recherche Scientifique) is a French state scientific research organization, and its principal address is 3 rue Michel- Ange, 75 016 Paris, France.

4

The directors of Stichting Fonds InBev Baillet Latour are Arnoud de Pret Roose de Calesberg, Benoit de Spoelberch, Alain De Waele, Thomas Leysen and Kees Storm. Each of them has a less than 0.1% beneficial ownership in AB InBev shares.


ANNEX A-6

Directors of Fonds Voorzitter Verhelst

 

Name

  

Citizenship

  

Business Address

  

Present Principal Occupation or
Employment

  

Beneficial
Ownership of

AB InBev

Ordinary
Shares

Remans Mieke    Belgium    Brouwerijplein 1, 3000 Leuven, Belgium    Board member    < 0.1%
Degelin Ludo    Belgium   

Brouwerijplein 1, 3000 Leuven,

Belgium

   Board member    <0.1%
Hermans Luc    Belgium   

Brouwerijplein 1, 3000 Leuven,

Belgium

   Board member    <0.1%
Van Biesbroeck Jo    Belgium   

Brouwerijplein 1, 3000 Leuven,

Belgium

  

President of Fonds Voorzitter

Verhelst

   <0.1%
Verdoodt Isabelle    Belgium   

Brouwerijplein 1, 3000 Leuven,

Belgium

   Board member    <0.1%


Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 16, 2021

 

STICHTING ANHEUSER-BUSCH INBEV
by  

/s/ P. Cornet de Ways Ruart

Name:   P. Cornet de Ways Ruart
Title:   Class A Director
by  

/s/ Roberto Moses Thompson Motta

Name:   Roberto Moses Thompson Motta
Title:   Class B Director


Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 16, 2021

 

BRC S.À.R.L
by  

*

Name:   Carlos Alberto Da Veiga Sicupira
Title:   Class A Director
by  

*

Name:   Jorge Paulo Lemann
Title:   Manager
by  

*

Name:   Marcel Herrmann Telles
Title:   Manager
*By  

/s/ Roberto Moses Thompson Motta

  Roberto Moses Thompson Motta
  Attorney-in-Fact
 

/s/ André Costa Coelho de Souza

  André Costa Coelho de Souza
  Attorney-in-Fact


Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 16, 2021

 

EUGÉNIE PATRI SÉBASTIEN S.A.
by  

/s/ G. de Spoelberch

Name:   G. de Spoelberch
Title:   Director
by  

/s/ P. Cornet de Ways Ruart

Name:   P. Cornet de Ways Ruart
Title:   Director
by  

/s/ Alexandre Van Damme

Name:   Alexandre Van Damme
Title:   Director


Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 16, 2021

 

RAYVAX SOCIÉTÉ D INVESTISSEMENTS S.A.
by  

/s/ Valentine de Pret Roose de Calesberg

Name:   Valentine de Pret Roose de Calesberg
Title:   Director
by  

/s/ Arnoud de Pret Roose de Calesberg

Name:   Arnoud de Pret Roose de Calesberg
Title:   Director


Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 16, 2021

 

    FONDS BAILLET LATOUR CV
   

*

    Name:   Alain De Waele
      Director
   

*

    Name:   Thomas Leysen
      Director
    *By  

/s/ Jan Vandermeersch

      Jan Vandermeersch
      Attorney-in-Fact


Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 16, 2021

 

   

FONDS VOORZITTER VERHELST SRL

   

*

    Name:   Luc Hermans
      Director
   

*

    Name:  

Jo Van Biesbroeck

      Director
    *By  

/s/ Jan Vandermeersch

      Jan Vandermeersch
      Attorney-in-Fact


Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 16, 2021

 

   

JORGE PAULO LEMANN

   

*

    Name:  

Jorge Paulo Lemann

    *By  

/s/ Roberto Moses Thompson Motta

     

Roberto Moses Thompson Motta

     

Attorney-in-Fact

     

/s/ André Costa Coelho de Souza

     

André Costa Coelho de Souza

     

Attorney-in-Fact


Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 16, 2021

 

   

CARLOS ALBERTO DA VEIGA SICUPIRA

   

*

    Name:  

Carlos Alberto Da Veiga Sicupira

    *By  

/s/ Roberto Moses Thompson Motta

     

Roberto Moses Thompson Motta

     

Attorney-in-Fact

     

/s/ André Costa Coelho de Souza

     

André Costa Coelho de Souza

     

Attorney-in-Fact


Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 16, 2021

 

   

MARCEL HERRMANN TELLES

   

*

    Name:  

Marcel Herrmann Telles

    *By  

/s/ Roberto Moses Thompson Motta

     

Roberto Moses Thompson Motta

     

Attorney-in-Fact

     

/s/ André Costa Coelho de Souza

     

André Costa Coelho de Souza

     

Attorney-in-Fact


EXHIBIT INDEX

 

Exhibit No

  

Description

  2.1    Consolidated Articles of Association of Anheuser-Busch InBev SA/NV (English-language translation) (incorporated by reference to Exhibit 99.1 to the Current Report on Form 6-K filed by Anheuser-Busch InBev SA/NV on May 13, 2021).
  2.2    2016 AK Shareholders’ Agreement, dated April 11, 2016 (incorporated by reference from Amendment No. 16 to the Schedule 13D relating to Ambev S.A. filed by (among others) Former AB InBev, the Stichting and EPS on April 18, 2016).
  2.3    Funds Voting Agreement, effective November 1, 2015 (incorporated by reference to Amendment No. 15 to the Schedule 13D relating to Ambev filed by (among others) Former AB InBev, the Stichting and EPS on March 9, 2015).
  2.4    Voting and Support Agreement relating to Anheuser-Busch InBev SA/NV, dated October 8, 2016 (incorporated by reference to the Schedule 13D relating to Anheuser-Busch InBev SA/NV filed by (among others) the Stichting, BRC, EPS and Rayvax on November 2, 2016).
  2.5    Powers of Attorney (filed herewith).
  2.6    Powers of Attorney (incorporated by reference to the Schedule 13D relating to Anheuser-Busch InBev SA/NV filed by (among others) the Stichting, BRC, EPS and Rayvax on November 2, 2016).
  2.7    Joint Filing Agreement pursuant to Rule 13d-1(k) (incorporated by reference to the Schedule 13D relating to Anheuser-Busch InBev SA/NV filed by (among others) the Stichting, BRC, EPS and Rayvax on November 2, 2016).
EX-2.5 2 d137677dex25.htm EX-2.5 EX-2.5

Exhibit 2.5

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Roberto Moses Thompson Motta, bearer of Brazilian Passport No YB368590, and Andre Costa Coelho de Souza, bearer of Brazilian Passport No FE651031, signing jointly, the undersigned’s true and lawful attorney-in-fact to:

 

  (1)

execute for and on behalf of the undersigned, in the undersigned’s personal capacity and capacity as members of the board of directors of BRC S.a.r.l and directors of the Stichting Anheuser-Busch InBev (each a “Company” and collectively, the “Companies”) and in his own capacity Schedules 13D and 13G, and any amendment or amendments thereto, in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), and the rules thereunder;

 

  (2)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D or 13G, complete and execute any amendment or amendments thereto or joint filing agreements in respect thereof, and timely file such form with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and

 

  (3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in -fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Section 13 of the Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedules 13D and 13G with respect to the undersigned’s holdings of and transactions in securities beneficially owned by the Companies or the undersigned in accordance with Rule 13d-l under the Act, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

[The remainder of this page is intentionally left blank.]


[Signature page 1/3 of the Power of Attorney dated June 09, 2021]

 

Date: June 09, 2021     By:  

/s/ Carlos Alberto da Veiga Sicupira

      Carlos Alberto da Veiga Sicupira


[Signature page 2/3 of the Power of Attorney dated June 09, 2021]

 

Date: June 09, 2021     By:  

/s/ Marcel Herrmann Telles

     

Marcel Herrmann Telles


[Signature page 3/3 of the Power of Attorney dated June 09, 2021]

 

Date: June 09, 2021     By:  

/s/ Jorge Paulo Lemann

     

Jorge Paulo Lemann


POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Jan Vandermeersch and Benoit Loore signing singly, the undersigned’s true and lawful attorney-in-fact to:

 

  (1)

execute for and on behalf of the undersigned, in the undersigned’s capacity as members of the board of directors of Fonds Baillet Latour, Schedules 13D and 13G, and any amendment or amendments thereto, in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), and the rules thereunder;

 

  (2)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D or 13G, complete and execute any amendment or amendments thereto or joint filing agreements in respect thereof, and timely file such form with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and

 

  (3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Section 13 of the Act.

This Power of Attorney shall remain in full force and effect until the Companies are no longer required to file Schedules 13D and 13G with respect to the Companies’ holdings of and transactions in securities beneficially owned by the Companies in accordance with Rule 13d-1 under the Act, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

This Power of Attorney shall be governed by the laws of the State of New York.

[The remainder of this page is intentionally left blank.]


Date: June 16, 2021

 

By:  

/s/ Thomas Leysen

  Thomas Leysen

 

[Power of Attorney Signature Page]