Expert Corporate Governance Service (ECGS)
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Anheuser-Busch Inbev - AGM 24 April 2019

Overall, Anheuser-Busch Inbev ("AB InBev") is in compliance with the Belgian regulations, relating to the organization and procedures of the Annual General Meeting.

Directors, Olivier Goudet, Stéfan Descheemaeker, Carlos Sicupira and Alexandre Behring resigned. Hence, Under ITEMS 9a, 9b, 9c and 9d, four nominations are proposed for them to be replaced.

Due to a lack of independence on the board (33%), ECGS recommends to vote OPPOSE to the re-election of all directors: Martin J. Barrington (ITEM 9e), William F. Gifford (ITEM 9f) and Alejandro Santo Domingo Dávila (ITEM 9g).

In ITEM 11a, the board of directors seeks approval of the Company's remuneration report. ECGS has concerns over excessive payments and deems the level of executive compensation at AB InBev significantly above Belgian market standards. Furthermore, ECGS does not approve long term incentive plans that do not operate one or more challenging performance conditions. Therefore, we recommend shareholders to OPPOSE.

In ITEM 11b, the board seeks to increase the Chairman's fees by 36%, among other remuneration propositions. ECGS does not approve of such significant increases without adequate justification, therefore we recommend shareholders to OPPOSE.

Finally, in ITEM 11c, the board of directors seeks approval for the grant of restricted stock units to non-executive directors. ECGS notes that this is not in accordance with provision 7 of the Belgian Code on Corporate Governance and goes against best practices. Accordingly, ECGS recommends shareholders to OPPOSE

Anheuser-Busch InBev

Anheuser-Busch Inbev is engaged in the brewing of beer. Co. manages a portfolio of well over 200 brands that includes brands such as Budweiser, Stella Artois and Beck's; multi-country brands such as Leffe and Hoegaarden; and other brands such as Bud Light, Skol, Brahma, Quilmes, Michelob, Harbin, Sedrin, Klinskoye, Sibirskaya Korona, Chernigivske and Jupiler. Co. also produces and distributes soft drinks, particularly in Latin America. Co.'s operations are organized along seven business segments: North America, Mexico, Latin America North, Latin America South, Europe, Asia Pacific and Global Export & Holding Companies.


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