CUSIP No. 03524A108 (ADRs)
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1
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NAMES OF REPORTING PERSONS
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☒
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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* This amount excludes an additional 860,532,186 Ordinary Shares, consisting of 185,115,417 Restricted Shares held by Altria, which beginning on October 11, 2021, shall become convertible into Ordinary Shares on a
one-for-one basis, 12,341,937 Ordinary Shares held by Altria and 663,074,832 Ordinary Shares held by Stichting and certain of its affiliates, which the Reporting Persons may be deemed to have shared voting power over by virtue of a voting
agreement among Bevco, Altria and Stichting as described in more detail in this Schedule 13D. For U.S. securities law purposes, the calculation of the percentage of Ordinary Shares beneficially owned by the Reporting Persons assumes that there
are a total of 1,633,379,309 Ordinary Shares issued and outstanding based on information on the Issuer’s website (and also takes into account the 96,862,718 Restricted Shares held directly by Bevco). Bevco, Altria, Stichting and their affiliates
beneficially own an aggregate of 963,394,904 Ordinary Shares, which represents, in the aggregate, approximately, 50.3% of the issued and outstanding Ordinary Shares (after taking into account the 281,978,135 Restricted Shares held directly by
Bevco and Altria). The information about the number of shares outstanding is based on information set forth on the Issuer’s website, and the information about the ownership of shares by Altria and Stichting are based on information set forth in
the Issuer’s Annual Report on Form 20-F filed by the Issuer on March 22, 2019.
CUSIP No. 03524A108 (ADRs)
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1
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NAMES OF REPORTING PERSONS
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SNI International Holdings S.à.r.l.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☒
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CUSIP No. 03524A108 (ADRs)
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1
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NAMES OF REPORTING PERSONS
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☒
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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* This amount excludes an additional 860,532,186 Ordinary Shares, consisting of 185,115,417 Restricted Shares held by Altria, which beginning on October 11, 2021, shall become convertible into Ordinary Shares on a
one-for-one basis, 12,341,937 Ordinary Shares held by Altria and 663,074,832 Ordinary Shares held by Stichting and certain of its affiliates, which the Reporting Persons may be deemed to have shared voting power over by virtue of a voting
agreement among Bevco, Altria and Stichting as described in more detail in this Schedule 13D. For U.S. securities law purposes, the calculation of the percentage of Ordinary Shares beneficially owned by the Reporting Persons assumes that there
are a total of 1,633,379,309 Ordinary Shares issued and outstanding based on information on the Issuer’s website (and also takes into account the 96,862,718 Restricted Shares held directly by Bevco). Bevco, Altria, Stichting and their affiliates
beneficially own an aggregate of 963,394,904 Ordinary Shares, which represents, in the aggregate, approximately, 50.3% of the issued and outstanding Ordinary Shares (after taking into account the 281,978,135 Restricted Shares held directly by
Bevco and Altria). The information about the number of shares outstanding is based on information set forth on the Issuer’s website, and the information about the ownership of shares by Altria and Stichting are based on information set forth in
the Issuer’s Annual Report on Form 20-F filed by the Issuer on March 22, 2019.
CUSIP No. 03524A108 (ADRs)
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1
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NAMES OF REPORTING PERSONS
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☒
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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* This amount excludes an additional 860,532,186 Ordinary Shares, consisting of 185,115,417 Restricted Shares held by Altria, which beginning on October 11, 2021,
shall become convertible into Ordinary Shares on a one-for-one basis, 12,341,937 Ordinary Shares held by Altria and 663,074,832 Ordinary Shares held by Stichting and certain of its affiliates, which the Reporting Persons may be deemed to have
shared voting power over by virtue of a voting agreement among Bevco, Altria and Stichting as described in more detail in this Schedule 13D. For U.S. securities law purposes, the calculation of the percentage of Ordinary Shares beneficially
owned by the Reporting Persons assumes that there are a total of 1,633,379,309 Ordinary Shares issued and outstanding based on information on the Issuer’s website (and also takes into account the 96,862,718 Restricted Shares held directly by
Bevco). Bevco, Altria, Stichting and their affiliates beneficially own an aggregate of 963,394,904 Ordinary Shares, which represents, in the aggregate, approximately, 50.3% of the issued and outstanding Ordinary Shares (after taking into
account the 281,978,135 Restricted Shares held directly by Bevco and Altria). The information about the number of shares outstanding is based on information set forth on the Issuer’s website, and the information about the ownership of shares
by Altria and Stichting are based on information set forth in the Issuer’s Annual Report on Form 20-F filed by the Issuer on March 22, 2019.
CUSIP No. 03524A108 (ADRs)
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1
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NAMES OF REPORTING PERSONS
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Eagle PTC Ltd in its capacity as trustee
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☒
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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* This amount excludes an additional 860,532,186 Ordinary Shares, consisting of 185,115,417 Restricted Shares held by Altria, which beginning on October 11, 2021, shall become convertible into Ordinary Shares on a
one-for-one basis, 12,341,937 Ordinary Shares held by Altria and 663,074,832 Ordinary Shares held by Stichting and certain of its affiliates, which the Reporting Persons may be deemed to have shared voting power over by virtue of a voting
agreement among Bevco, Altria and Stichting as described in more detail in this Schedule 13D. For U.S. securities law purposes, the calculation of the percentage of Ordinary Shares beneficially owned by the Reporting Persons assumes that there
are a total of 1,633,379,309 Ordinary Shares issued and outstanding based on information on the Issuer’s website (and also takes into account the 96,862,718 Restricted Shares held directly by Bevco). Bevco, Altria, Stichting and their affiliates
beneficially own an aggregate of 963,394,904 Ordinary Shares, which represents, in the aggregate, approximately, 50.3% of the issued and outstanding Ordinary Shares (after taking into account the 281,978,135 Restricted Shares held directly by
Bevco and Altria). The information about the number of shares outstanding is based on information set forth on the Issuer’s website, and the information about the ownership of shares by Altria and Stichting are based on information set forth in
the Issuer’s Annual Report on Form 20-F filed by the Issuer on March 22, 2019.
This Amendment No. 1 to the Schedule 13D filed by certain of the Reporting Persons (as defined below) with respect to the Ordinary Shares, without nominal value (the “Ordinary Shares”) of Anheuser-Busch InBev
SA/NV, ), a public limited company formed under the laws of Belgium (the “Issuer”), on October 21, 2016 (as so amended, the “Schedule 13D”), and represents an initial filing of Schedule 13D by Eagle Trust. This Amendment reflects,
among other things, that Eagle Trust replaced Codan Trust as trustee that controls Aguila Ltd. Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Except as specifically provided
herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings herein as
are ascribed to such terms in the Schedule 13D.
Item 1 of the Schedule 13D is hereby amended and restated as follows:
This Statement on Schedule 13D (this “Statement”) relates to the Ordinary Shares, without nominal value (the “Ordinary Shares”), of Anheuser-Busch InBev SA/NV, a public limited company
formed under the laws of Belgium (the “Issuer”). The Issuer’s principal executive offices are located at Brouwerijplein 1, 3000 Leuven, Belgium.
Item 2 of the Schedule 13D is hereby amended and restated as follows:
(a) – (c) This Schedule 13D is being filed by (collectively, the “Reporting Persons”):
(i) Bevco Lux S.à.r.l. (formerly known as BEVCO Ltd.), a company formed under the laws of Luxembourg (“Bevco”);
(ii) USD Bevco S.à.r.l., a company formed under the laws of Luxembourg (“USD Bevco”);
(iii) SNI International Holdings S.à.r.l., a company formed under the laws of Luxembourg (“SNI”);
(iv) Aguila Ltd, a company formed under the laws of Bermuda (“Aguila”);
(v) Eagle Holdings LLC, a limited liability company formed under the laws of Bermuda; and
(vi) Eagle PTC Ltd (in its capacity as trustee), a company formed under the laws of Bermuda.
USD Bevco is the sole shareholder of Bevco. SNI is the sole shareholder of USD Bevco. Aguila is the controlling shareholder of SNI. Eagle Holdings LLC is the sole shareholder of Aguila. Eagle PTC
Ltd, in its capacity as trustee, directly controls Eagle Holdings LLC.
The principal business address of each of Bevco, USD Bevco and SNI is 37A, Avenue JF Kennedy L-1855, Luxembourg, Luxembourg. The principal business address of Aguila, Eagle Holdings LLC and Eagle PTC
Ltd is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.
The principal business of Bevco is investing in and financing securities.
The principal business of each of USD Bevco, SNI, Aguila and Eagle Holdings LLC is to serve as a holding company for subsidiaries engaged in the investment of securities for their own account.
The principal business of Eagle PTC Ltd is to act as trustee of certain trusts.
Attached as Annex A hereto and incorporated herein by reference is a list containing the (a) name, (b) residence or business address, (c) present principal occupation or employment and the name,
principal business address of any corporation or other organization in which such employment is conducted, and (d) citizenship, in each case of each director and executive officer of the Reporting Persons, as applicable (the “Instruction C
Information”).
(d) During the last five years, none of the Reporting Persons or, to the knowledge of the Reporting Persons, each person listed on Annex A, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons or, to the knowledge of the Reporting Persons, each person listed on Annex A, has 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.
(f) See Item 2(a)-(c) above for citizenship of each of the Reporting Persons.
Item 3 of the Schedule 13D is hereby supplemented by the following:
On October 16, 2019, Eagle PTC Ltd replaced Conyers Trust Company (Bermuda) Ltd (formerly known as Codan Trust Company Limited) as trustee of the trusts which held the shares of Aguila.
On December 31, 2019 Eagle Holdings LLC was incorporated as a wholly owned subsidiary of Eagle PTC Ltd, in its capacity as trustee, and acquired all of the issued and outstanding shares of Aguila.
(a) – (b) For U.S. securities law purposes, calculations of the percentage of Ordinary Shares beneficially owned by the Reporting Persons are based on a total of 1,730,242,027 shares outstanding,
consisting of: (i) 1,633,379,309 Ordinary Shares issued and outstanding, based on information set forth on the Issuer’s website, and (ii) the 96,862,718 Ordinary Shares underlying the Restricted Shares that may be deemed to be beneficially owned
by the Reporting Persons, but excludes the Restricted Shares owned by other shareholders. Calculations of the percentage of voting rights in the Issuer are based on a total of 1,959,379,126 shares outstanding, consisting of: (x) 1,633,379,309
Ordinary Shares issued and outstanding, and (y) all 325,999,817 Restricted Shares issued and outstanding, based on information set forth on the Issuer’s website. Calculations of beneficial ownership percentage for U.S. securities law purposes
reported herein may differ from calculations of percentages used for other disclosure purposes.
The aggregate number and percentage of Ordinary Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of Ordinary Shares as to which there is sole power to vote
or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this
Schedule 13D and are incorporated herein by reference.
Bevco is the direct holder of 96,862,718 Restricted Shares, which upon the fifth anniversary of the completion of the Transaction (October 11, 2021), shall become convertible into Ordinary Shares on
a one-for-one basis, and the direct holder of 6,000,000 Ordinary Shares. The 102,862,718 Ordinary Shares that may be deemed to be beneficially owned by Bevco represents 5.9% of the Ordinary Shares issued and outstanding (after taking into
account the 96,862,718 Restricted Shares held by Bevco), and 5.2% of the voting rights in the Issuer.
Each of USD Bevco (as the sole shareholder of Bevco), SNI (as the sole shareholder of USD Bevco), Aguila (as the controlling shareholder of SNI) and Eagle Holdings LLC (as the sole shareholder of
Aguila), may be deemed to be the beneficial owner of the securities owned directly by Bevco. Eagle PTC Ltd, in its capacity as trustee, is the indirect legal owner of the securities owned directly by Bevco.
None of the individuals identified on Annex A owns any Ordinary Shares, except as otherwise set forth in this Schedule 13D.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons (other than Bevco to the extent of its direct holdings in the
securities reported on this Schedule 13D) is the beneficial owner of the Ordinary Shares referred to herein for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended.
By virtue of the rights and obligations under the Voting Agreement (as defined below), Bevco, Altria Group, Inc., Stichting Anheuser-Busch InBev (“Stichting”) and their affiliates
(collectively, the “Voting Agreement Parties”), may each be deemed to be a member of a “group” for purposes of Section 13(d) of the Exchange Act, exercising voting control over the Ordinary Shares and/or Restricted Shares, as applicable,
held by the Voting Agreement Parties. This filing shall not be deemed an admission that the Reporting Persons and the other Voting Agreement Parties constitute a “group” for purposes of Section 13(d) or 13(g) of the Exchange Act and the
Reporting Persons expressly disclaim membership in any such group. The other Voting Agreement Parties are separately making Schedule 13D filings reporting their beneficial ownership of Ordinary Shares. Collectively, the Reporting Persons and
the other Voting Agreement Parties beneficially own an aggregate of 963,394,904 Ordinary Shares, which represents, in the aggregate, approximately, 50.3% of the outstanding Ordinary Shares (based on, for U.S. securities law purposes,
1,633,379,309 Ordinary Shares issued and outstanding, plus the 281,978,135 Restricted Shares held by the Voting Agreement Parties), and 49.2% of the outstanding voting rights in the Issuer (based on 1,633,379,309 Ordinary Shares issued and
outstanding, plus all 325,999,817 Restricted Shares issued and outstanding). Additionally, by virtue of the rights and obligations under the Voting Agreement, the Reporting Persons may be deemed to beneficially own the 860,532,186 Ordinary
Shares beneficially owned by the other Voting Agreement Parties and their affiliates. The Reporting Persons expressly disclaim beneficial ownership of any such shares held by the other Voting Agreement Parties and their affiliates. The
information about the ownership of shares by Altria and Stichting described herein is based on information set forth in the Issuer’s Annual Report on Form 20-F filed by the Issuer on March 22, 2019.
(c) Except as set forth in this Schedule 13D, none of the Reporting Persons or any of the persons identified on Annex A has effected any transactions in the Ordinary Shares within the past 60 days.
(d) To the best knowledge of the Reporting Persons, no one other than Bevco has the right to receive, or has the power to direct the receipt of, dividends from, or the proceeds from the sale of, the
securities reported herein.
(e) As of October 16, 2019, Conyers Trust Company (Bermuda) Limited (formerly known as Codan Trust Company Limited) ceased to indirectly beneficially own the Ordinary Shares beneficially owned by Bevco,
and therefore, ceased to be a reporting person on this Schedule 13D.
Item 7 of the Schedule 13D is hereby amended and restated as follows:
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
[Anheuser-Busch InBev SA/NV – Schedule 13D/A]
[Anheuser-Busch InBev SA/NV – Schedule 13D/A]
EXHIBIT INDEX
ANNEX A
The directors and officers of each of Bevco Lux S.á.r.l., USD Bevco S.à r.l. and SNI International Holdings S.à r.l. are as follows:
The directors and officers of Aguila Ltd are as follows:
The manager and officers of Eagle Holdings LLC are as follows:
The directors and officers of Eagle PTC Ltd are as follows:
Exhibit G
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned
of the Ordinary Shares, without nominal value, of Anheuser-Busch InBev SA/NV, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same
instrument.
[Anheuser-Busch InBev SA/NV – Joint Filing Agreement]
[Anheuser-Busch InBev SA/NV – Joint Filing Agreement]