STOCK TITAN

Anheuser-Busch InBev 2026 nine-month profit jumps 48.1%

The approved EUR 0.40 interim dividend has November and December payment dates, depending on the share class or ADR program.

Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
(Moderate)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
6-K

Rhea-AI Filing Summary

Anheuser-Busch InBev SA/NV (BUD) reported revenue of USD 48.439 billion for the nine months ended September 30, 2026, up 10.7% year over year. Normalized EBITDA increased 10.0% to USD 17.332 billion, while profit of the period rose 48.1% to USD 9.033 billion. Volumes were 422.7 million hectoliters, up 0.2%; Asia Pacific volumes fell 5.7%, including a 9.7% decline in China.

Excluding Argentina price growth above the Hyperinflationary Price Cap, 2025 and 2026 acquisitions and disposals, and currency translation, revenue increased 5.4%. Normalized EBITDA increased 5.0% after excluding those factors and changes in classification. Net finance expense was USD 1.773 billion versus USD 3.790 billion, including a positive USD 1.233 billion mark-to-market adjustment on derivative instruments. The board approved an interim dividend of EUR 0.40 per share; payment is November 23, 2026 for Euronext, MEXBOL and JSE shares and December 16, 2026 for NYSE ADRs.

4 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

0 major · 0 points

How the balance works

Positive

  • Moderate pointRevenue increased 10.7% to USD 48.439 billion.
  • Moderate pointNormalized EBITDA increased 10.0% to USD 17.332 billion.
  • Moderate pointProfit of the period increased 48.1% to USD 9.033 billion.
  • Moderate pointProfit from operations increased 12.3% to USD 13.218 billion.

Negative

  • None.

Filing Explained

The articles permit capped share issuance that could dilute existing holders and authorize buybacks; they establish powers, not completed transactions.

Exhibit 99.2’s articles, coordinated October 1, 2026, give the AB InBev board capped authority to issue shares or share-linked instruments—not an issuance itself—with potential dilution for existing holders if shares are issued.

The issuance ceiling is no more than 3% of shares outstanding on April 27, 2022; capital increases also cannot take share capital above its level on that date. The articles give shareholders a pro-rata preferential right in new issues, but allow it to be restricted or canceled under specified conditions.

Separately, the articles authorize repurchases of up to 20% of issued shares at no less than EUR 1.00 per share and no more than 20% above Euronext Brussels’ highest close in the preceding 20 trading days; this is authority, not a reported repurchase.

Revenue USD 48.439 billion; up 10.7% Nine-month period ended September 30, 2026, compared with the same period in 2025
Normalized EBITDA USD 17.332 billion; up 10.0% Nine-month period ended September 30, 2026, compared with the same period in 2025
Profit of the period USD 9.033 billion; up 48.1% Nine-month period ended September 30, 2026, compared with the same period in 2025
Profit from operations USD 13.218 billion; up 12.3% Nine-month period ended September 30, 2026, compared with the same period in 2025
Volumes 422.7 million hectoliters; up 0.2% Nine-month period ended September 30, 2026, compared with the same period in 2025
Underlying EPS USD 3.40 Nine-month period ended September 30, 2026; USD 2.78 in the same period of 2025
Interim dividend EUR 0.40 per share Approved for fiscal year 2026
Net finance expense USD 1.773 billion Nine-month period ended September 30, 2026; USD 3.790 billion in the same period of 2025
Normalized EBITDA financial
"Our Normalized EBITDA amounted to USD 17,332 million"
Normalized EBITDA is a measure of a company's profitability that adjusts earnings to remove irregular or one-time items, such as unusual expenses or income, to reflect its typical operating performance. It helps investors compare companies more accurately by presenting a clearer picture of ongoing profitability, free from short-term fluctuations or special circumstances that might distort the results.
Underlying EPS financial
"Underlying EPS for the nine-month period ended 30 September 2026 was USD 3.40"
Underlying EPS is a company’s earnings per share calculated after removing one-time or unusual items so the number reflects the firm’s regular, ongoing profit per share. Think of it as your monthly take-home pay after ignoring a one-off bonus or unexpected bill — it helps investors see the business’s steady earning power and compare performance across periods without the distortion of irregular events.
gross merchandise value financial
"USD 46 billion in gross merchandise value (“GMV”)"
Total dollar value of all goods and services sold through a marketplace or e-commerce platform during a set period, before deducting fees, returns or costs. Think of it as the total amount rung up at the register across an entire shopping mall: it shows the platform’s sales volume and user activity. Investors watch it to gauge growth and marketplace traction, but must pair it with metrics like revenue share and margins to assess profitability.
mark-to-market financial
"a positive mark-to-market adjustment of USD 1,233 million"
"Mark-to-market" is a method of valuing assets or investments based on their current market price, rather than their original cost or value. It helps investors see the most up-to-date worth of their holdings, much like checking the latest price of a stock before deciding to buy or sell. This approach ensures that financial statements reflect real-time value, providing a clearer picture of overall financial health.
Hyperinflationary Price Cap financial
"beyond a maximum of 2% per month (the “Hyperinflationary Price Cap”)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much revenue did Anheuser-Busch InBev (BUD) report for the first nine months of 2026?

Anheuser-Busch InBev reported USD 48.439 billion in revenue, up 10.7% from USD 43.764 billion in the same period of 2025. Excluding Argentina price growth above the Hyperinflationary Price Cap, acquisitions and disposals, and currency translation, revenue increased 5.4%.

What was Anheuser-Busch InBev's (BUD) profit for the first nine months of 2026?

Profit of the period was USD 9.033 billion, compared with USD 6.100 billion for the same period in 2025. Basic earnings per share were USD 4.01.

When are the BUD interim dividend dates for 2026?

The interim dividend is EUR 0.40 per share. Ex-dividend dates are November 19, 2026 for Euronext, MEXBOL and restricted shares, November 18, 2026 for JSE, and November 20, 2026 for NYSE ADRs. The record date is November 20, 2026 for each category. Payment is November 23, 2026, except NYSE ADRs, which are payable December 16, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October, 2026

Commission File No.: 001-37911

 

 

Anheuser-Busch InBev SA/NV

(Translation of registrant’s name into English)

 

 

Brouwerijplein 1

3000 Leuven, Belgium

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒   Form 40-F ☐

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-277873) AND EACH OF THE REGISTRATION STATEMENTS ON FORM S-8 (FILE NO. 333-268582), FORM S-8 (FILE NO. 333-250930), FORM S-8 (FILE NO. 333-237367), FORM S-8 (FILE NO. 333-231556), FORM S-8 (FILE NO. 333-227335), FORM S-8 (FILE NO. 333-172069), FORM S-8 (FILE NO. 333-171231), FORM S-8 (FILE NO. 333-169272), FORM S-8 (FILE NO. 333-165566), FORM S-8 (FILE NO. 333-165065), FORM S-8 (FILE NO. 333-178664), FORM S-8 (FILE NO. 333-188517), FORM S-8 (FILE NO. 333-192806), FORM S-8 (FILE NO. 333-201386), FORM S-8 (FILE NO. 333-208634) AND FORM S-8 (FILE NO. 333-221808) OF ANHEUSER-BUSCH INBEV SA/NV AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

 

 
 


EXHIBIT INDEX

 

Exhibit

Number

  

Description

99.1    Unaudited Interim Report for the nine-month period ended 30 September 2026.
99.2    Articles of Association of Anheuser-Busch InBev SA/NV (English language translation).


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

   

ANHEUSER-BUSCH INBEV SA/NV

(Registrant)

Dated: October 29, 2026     By:  

/s/ Jan Vandermeersch

      Name: Jan Vandermeersch
      Title: Global Legal Director Corporate

Exhibit 99.1

 

LOGO

Unaudited Interim Report

for the nine-month period

ended 30 September 2026


The following is a review of our financial condition and results of operations as of 30 September 2026 and for the nine-month period ended 30 September 2026 and 2025, and of the key factors that have affected or are expected to be likely to affect our ongoing and future operations.

This document includes information from the previously published results announcement and unaudited interim report of Anheuser-Busch InBev SA/NV for the nine-month period ended 30 September 2026, as amended to comply with the requirements of Regulation G and Item 10(e) of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (“SEC”). The purpose of this document is to provide such additional disclosure as may be required by Regulation G and Item 10(e) and to delete certain information not in compliance with SEC regulations. This document does not update or otherwise supplement the information contained in the previously published results announcement and unaudited interim report.

Some of the information contained in this discussion, including information with respect to our plans and strategies for our business and our expected sources of financing, contain forward-looking statements that involve risks and uncertainties. You should read “Forward-Looking Statements” below for a discussion of the risks related to those statements. You should also read “Item 3. Key Information—D. Risk Factors” of our Annual Report on Form 20-F for the year ended 31 December 2025 filed with the SEC on 3 March 2026 (“2025 Annual Report”) for a discussion of certain factors that may affect our business, financial condition and results of operations. See “Presentation of Financial and Other Data” in our 2025 Annual Report for further information on our presentation of financial information.

We have prepared our interim unaudited condensed consolidated financial statements as of 30 September 2026 and for the nine-month period ended 30 September 2026 and 2025 in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and in conformity with IFRS Accounting Standards as adopted by the European Union (“IFRS”). The financial information and related discussion and analysis contained in this report are presented in U.S. dollars except as otherwise specified. Unless otherwise specified the financial information analysis in this Form 6-K is based on interim unaudited condensed financial statements as of 30 September 2026 and for the nine-month period ended 30 September 2026 and 2025. The reported numbers as of 30 September 2026 and for the nine-month period ended 30 September 2026 and 2025 are unaudited, and in the opinion of management, include all normal adjustments that are necessary to present fairly the results for the interim periods. Due to seasonal fluctuations and other factors, the results of operations for the nine-month period ended 30 September 2026 and 2025 are not necessarily indicative of the results to be expected for the full year. Certain monetary amounts and other figures included in this report have been rounded to the nearest unit presented. Accordingly, any discrepancies in any tables between the totals and the sums of amounts listed are due to rounding. Percentage changes presented in the tables included in this report have been calculated using unrounded amounts and may differ from computations based on rounded amounts.

Anheuser-Busch InBev is a publicly traded company (Euronext: ABI) based in Leuven, Belgium, with secondary listings on the Mexico (MEXBOL: ANB) and South Africa (JSE: ANH) stock exchanges and with American Depositary Receipts on the New York Stock Exchange (NYSE: BUD). As a company, we dream big to create a future with more cheers. We are always looking to serve up new ways to meet life’s moments, move our industry forward and make a meaningful impact in the world. We are committed to building great brands that stand the test of time and to brewing the best beers using the finest ingredients. We are committed to providing our consumers with Balanced Choices to enjoy on any occasion. We also invest in marketing that aims to reinforce positive behaviors, and we work with communities, customers, and partners to promote responsible consumption through evidence-based initiatives.

Our diverse portfolio of well over 400 beer brands includes global brands Budweiser®, Corona®, Stella Artois® and Michelob ULTRA®; multi-country brands Beck’s®, Hoegaarden® and Leffe®; and local champions such as Aguila®, Antarctica®, Bud Light®, Brahma®, Cass®, Castle®, Castle Lite®, Cristal®, Harbin®, Jupiler®, Modelo Especial®, Quilmes®, Victoria®, Sedrin® and Skol®. Our brewing heritage dates back more than 600 years, spanning continents and generations. From our European roots at the Den Hoorn brewery in Leuven, Belgium. To the pioneering spirit of the Anheuser & Co brewery in St. Louis, US. To the creation of the Castle Brewery in South Africa during the Johannesburg gold rush. To Bohemia, the first brewery in Brazil. Geographically diversified with a balanced exposure to developed and developing markets, we leverage the collective strengths of approximately 137,000 employees based in more than 40 countries worldwide. For 2025, AB InBev’s reported revenue was USD 59.3 billion (excluding joint ventures and associates).

Capitalized terms used herein and not defined have the meanings given to them in the 2025 Annual Report.

 

-1-


Forward-Looking Statements

There are statements in this document, such as statements that include the words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “anticipate,” “estimate,” “project,” “may,” “might,” “could,” “believe,” “expect,” “plan,” “potential,” “we aim,” “our goal,” “our vision,” “we intend” or similar expressions that are forward-looking statements. These statements are subject to certain risks and uncertainties. Actual results may differ materially from those suggested by these statements due to, among others, the risks or uncertainties listed below. See also “Item 3. Key Information—D. Risk Factors” of our 2025 Annual Report for further discussion of risks and uncertainties that could impact our business.

These forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside our control and are difficult to predict, that may cause actual results or developments to differ materially from any future results or developments expressed or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include, among others:

 

  ●  

global, regional and local economic weakness and uncertainty, including the risks of an economic downturn, recession, foreign exchange fluctuations, tariffs and/or inflationary pressures in one or more of our key markets, and the impact they may have on us, our customers and our suppliers and our assessment of that impact;

 

  ●  

continued geopolitical instability (including as a result of the ongoing conflict between Russia and Ukraine, and conflicts and developments in the Middle East and Latin America), which may have a substantial impact on the economies of one or more of our key markets and may result in, among other things, disruptions to global supply chains, increases in commodity and energy prices with follow-on inflationary impacts, and economic and political sanctions;

 

  ●  

financial risks, such as interest rate risk, foreign exchange rate risk (in particular as against the U.S. dollar, our reporting currency), commodity risk, asset price risk, equity market risk, counterparty risk, sovereign risk, liquidity risk, inflation or deflation, including inability to achieve our optimal net debt level;

 

  ●  

changes in government policies and currency controls;

 

  ●  

continued availability of financing and our ability to achieve our targeted coverage and debt levels and terms, including the risk of constraints on financing in the event of a credit rating downgrade;

 

  ●  

the monetary and interest rate policies of central banks, in particular the European Central Bank, the Board of Governors of the U.S. Federal Reserve System, the Bank of England, Banco Central do Brasil, Banco Central de la República Argentina, the People’s Bank of China, the South African Reserve Bank, Banco de la República in Colombia, the Bank of Mexico and other central banks;

 

  ●  

changes in applicable laws, regulations and taxes in jurisdictions in which we operate, including the laws and regulations governing our operations and changes to tax benefit programs, as well as actions or decisions of courts and regulators;

 

  ●  

limitations on our ability to contain costs and expenses or increase our prices to offset increased costs;

 

  ●  

failure to meet our expectations with respect to expansion plans, growth, accretion to reported earnings, working capital improvements and investment income or cash flow projections;

 

  ●  

our ability to continue to introduce competitive new products and services on a timely, cost-effective basis;

 

  ●  

the effects of competition and consolidation in the markets in which we operate, which may be influenced by regulation, deregulation or enforcement policies;

 

  ●  

changes in consumer preferences, spending and behavior;

 

  ●  

changes in pricing environments;

 

  ●  

volatility in the availability or prices of raw materials, commodities and energy;

 

  ●  

damage to our reputation or the image and reputation of our brands;

 

  ●  

difficulties in maintaining relationships with employees;

 

  ●  

regional or general changes in asset valuations;

 

  ●  

greater than expected costs (including taxes) and expenses;

 

-2-


  ●  

climate change and other environmental concerns;

 

  ●  

the risk of unexpected consequences resulting from acquisitions, joint ventures, strategic alliances, corporate reorganizations or divestiture plans, and our ability to successfully and cost-effectively implement these transactions and integrate the operations of businesses or other assets we have acquired;

 

  ●  

the outcome of pending and future litigation, investigations and governmental proceedings;

 

  ●  

natural and other disasters, including widespread health emergencies, cyberattacks and military conflict and political instability;

 

  ●  

any inability to economically hedge certain risks;

 

  ●  

inadequate impairment provisions and loss reserves;

 

  ●  

technological disruptions, threats to cybersecurity and the risk of loss or misuse of personal data;

 

  ●  

other statements included in this document that are not historical; and

 

  ●  

our success in managing the risks involved in the foregoing.

Many of these risks and uncertainties are, and will be, exacerbated by geopolitical instability and unpredictability and any worsening of the global business and economic environment as a result. Our statements regarding financial risks, including interest rate risk, foreign exchange rate risk, commodity risk, asset price risk, equity market risk, counterparty risk, sovereign risk, inflation and deflation, are subject to uncertainty. For example, certain market and financial risk disclosures are dependent on choices about key model characteristics and assumptions and are subject to various limitations. By their nature, certain of the market or financial risk disclosures are only estimates and, as a result, actual future gains and losses could differ materially from those that have been estimated.

We caution that the forward-looking statements in this document are further qualified by the risk factors disclosed in “Item 3. Key Information—D. Risk Factors” of our 2025 Annual Report that could cause actual results to differ materially from those in the forward-looking statements. Subject to our obligations under Belgian and U.S. law in relation to disclosure and ongoing information, we undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

-3-


Results of Operations for the Nine-Month Period Ended 30 September 2026 Compared to the Nine-Month Period Ended 30 September 2025

The table below presents our condensed consolidated results of operations for the nine-month period ended 30 September 2026 and 2025.

 

   

Nine-month period

  ended 30 September  

2026

   

Nine-month

 period ended 30 

September 2025

    Change  
 

 

 

   

 

 

 

    (USD Million, except volumes)     (%)(1)

Volumes (thousand hectoliters)

    422,726        421,934        0.2  

Revenue

    48,439       43,764        10.7  

Cost of sales

    (20,912)       (19,198)        (8.9)  

Gross profit

    27,528       24,566        12.1  

Selling, General and Administrative expenses

    (14,897)       (13,347)        (11.6)  

Other operating income/(expenses)

    584     585      (0.2)  

Exceptional items

    3     (39)        -  

Profit of the period

    9,033       6,100        48.1  

Profit from operations

    13,218       11,766        12.3  

Normalized EBITDA(2)

    17,332       15,750        10.0  
 

Note:

 

(1)

The percentage change reflects the improvement (or worsening) of results for the period as a result of the change in each item.

 

(2)

Normalized EBITDA is a non-IFRS measure. For a discussion of how we use Normalized EBITDA and its limitations, and a table showing the calculation of our Normalized EBITDA, for the periods shown, see “—Normalized EBITDA” below.

Volumes

Our reported volumes include both beer (primarily beer, no-alcohol beer, other malt-based alcohol beverages and spirits-based beverages) and non-beer (primarily carbonated soft drinks and energy drinks) volumes. In addition, volumes include brands that we own or license, third-party brands that we brew and sell, and third-party products sold through our distribution network, particularly in Middle Americas. Volumes sold by the Global Export and Holding Companies businesses are shown separately.

The table below summarizes the volume evolution by business segment.

 

   

Nine-month period

  ended 30 September  

2026

 

Nine-month

 period ended 30 

September 2025

    Change  
 

 

 

 

 

 

 

 

    (thousand hectoliters)   (%)(1)

North America

    63,081       64,115       (1.6)  

Middle Americas

    114,946       110,818       3.7  

South America

    112,643       112,011       0.6  

EMEA

    69,850       69,073       1.1  

Asia Pacific

    61,955       65,665       (5.7)  

Global Export and Holding Companies

    251     252     (0.3)  
 

 

 

 

 

 

 

 

 

 

 

 

Total

    422,726       421,934       0.2  
 

 

 

 

 

 

 

 

 

 

 

 

 

Note:

 

(1)

The percentage change reflects the improvement (or worsening) of results for the period as a result of the change in each item.

Our consolidated volumes for the nine-month period ended 30 September 2026 increased by 0.8 million hectoliters, or 0.2%, to 422.7 million hectoliters compared to our consolidated volumes for the nine-month period ended 30 September 2025, as a result of our performance mainly in Middle Americas.

The results for the nine-month period ended 30 September 2026 reflect the performance of our business after the completion of the following acquisitions and disposals we undertook in 2025 and 2026 (collectively, the “2025 and 2026 acquisitions and disposals”).

 

  ●  

Effective 1 January 2026, Cervecería Bucanero S.A., a Cuban company in which we indirectly hold a 50% equity interest through our subsidiary Ambev, is accounted for as an associate using the equity method of accounting.

 

  ●  

On 27 February 2026, we completed the acquisition of 85% of BeatBox Beverages, a ready-to-drink alcohol beverage business in the United States.

 

-4-


  ●  

A series of other acquisitions and disposals, including the acquisition and termination of certain distribution rights in 2025. See “Item 5. Operating and Financial Review—A. Key Factors Affecting Results of Operations—Acquisitions, Divestitures and Other Structural Changes—Acquisitions, Divestitures and Other Arrangements” of our 2025 Annual Report for additional information.

Excluding volume changes attributable to the 2025 and 2026 acquisitions and disposals, our volumes increased by 0.7% in the nine-month period ended 30 September 2026 compared to the nine-month period ended 30 September 2025. On the same basis, our beer volumes increased by 0.7% and our non-beer volumes increased by 0.3%.

North America

In the nine-month period ended 30 September 2026, our volumes in North America decreased by 1.0 million hectoliters, or 1.6%, compared to the nine-month period ended 30 September 2025. Excluding volume changes attributable to the 2025 and 2026 acquisitions and disposals, our total volumes decreased by 2.1% in the nine-month period ended 30 September 2026, compared to the same period last year.

In the United States1, our sales-to-retailers (“STRs”) decreased by 1.7% and our sales-to-wholesalers (“STWs”) declined by 2.1%. We expect our STRs and STWs to converge on a full year basis. Our market share momentum continued in the third quarter of 2026, with share gains in both beer and spirits. We have gained share of total alcohol for ten consecutive quarters and are the #1 share gainer for the nine-month period ended 30 September 2026. Our beer performance was led by Michelob Ultra and Busch Light, which were the top two volume share gainers in the industry, with Michelob Ultra ranking #1 for the last eight quarters. Our Beyond Beer portfolio continued to expand our total addressable market, led by Cutwater and Nutrl. We are the leader in no-alcohol beer, with our portfolio gaining share, led by Michelob Ultra Zero which was the #1 share gaining brand.

In Canada, our volumes declined by low-single digits amid a soft industry. Our portfolio gained share of both beer and Beyond Beer in the third quarter of 2026, according to our estimates, remaining the #1 share gainer in both categories for the nine-month period ended 30 September 2026. Performance was led by Michelob Ultra, Busch and Corona, which were the top three share gainers in the beer industry, according to our estimates, while our Beyond Beer portfolio delivered mid-single digits volume growth.

Middle Americas

In the nine-month period ended 30 September 2026, our volumes in Middle Americas increased by 4.1 million hectoliters, or 3.7%, compared to the nine-month period ended 30 September 2025. Excluding volume changes attributable to the 2025 and 2026 acquisitions and disposals, our total volumes increased by 5.6% in the nine-month period ended 30 September 2026, compared to the same period last year.

In Mexico, our volumes increased by low-single digits, outperforming the industry. Our above core beer portfolio led our performance, driven by Modelo, Pacifico and Michelob Ultra. We strengthened our leadership position in no-alcohol beer, with our portfolio growing volumes by high-thirties, led by Modelo Cero, Corona Cero and Michelob Ultra Zero. Our Beyond Beer portfolio grew volume by mid-twenties.

In Colombia, our volumes increased by high-single digits. Continued investment in our megabrands strengthened our portfolio brand power and drove broad-based growth across our portfolio. Volume grew across all price segments, with our business delivering record high volumes. Our above core beer portfolio led our performance, with high-single digit volume growth driven by Corona, and our mainstream beer portfolio continued to grow, delivering a high-single digit volume increase.

In Peru, our volumes increased by high-single digits, reaching record highs, with our portfolio estimated to have gained share of total alcohol. Performance was led by our mainstream beer brands and supported by triple-digit volume growth in our Beyond Beer portfolio.

In Ecuador, our volumes increased by mid-teens, reaching record highs, led by our above core beer portfolio.

South America

In the nine-month period ended 30 September 2026, our volumes in South America increased by 0.6 million hectoliters, or 0.6%, compared to the nine-month period ended 30 September 2025, with our beer volumes increasing by 1.6% and our non-beer volumes decreasing by 2.0%.

In Brazil, our volumes increased by low-single digits, with beer volumes increasing by 2.1% and non-beer volumes decreasing by 1.7%. Our portfolio continued to gain market share in the third quarter of 2026 in an industry that grew sales-

 

1 Unless otherwise indicated, industry data and market information relating to our operations in the United States (including market share and market position of our brands and portfolio) is based upon information obtained from Circana.

 

-5-


to-consumer volume by mid-single digits, according to Nielsen. Increased investment in our megabrands, innovation and mega platforms strengthened our portfolio brand power. Our premium and super premium beer portfolio led our performance, delivering high-teens volume growth and reinforcing our leadership position in the premium segment. We are leading the industry in Balanced Choices, with our no-alcohol beer portfolio growing volumes in the high-twenties and Stella Artois Pure Gold and Michelob Ultra delivering triple-digit growth. Our Beyond Beer portfolio delivered high-twenties volume growth.

In Argentina, our volumes declined by low-single digits, as overall consumer demand continued to be constrained by an unfavorable macro environment.

EMEA

In the nine-month period ended 30 September 2026, our volumes in EMEA increased by 0.8 million hectoliters, or 1.1%, compared to the nine-month period ended 30 September 2025. Excluding volume changes attributable to 2025 and 2026 acquisitions and disposals and changes in presentation in Europe, our total volumes increased by 1.6% in the nine-month period ended 30 September 2026, compared to the same period last year.

In Europe, our volumes grew slightly, and we estimate that we gained or maintained share in a majority of our key markets. The beer industry remained resilient, estimated to have gained share of alcohol beverages in all of our key markets in the third quarter of 2026. Our megabrands led our performance, with Corona delivering mid-teens volume growth. We successfully activated the Milano Cortina 2026 Winter Olympics and created golden moments for consumers, with Corona and Corona Cero accounting for 60% of all beverages sold in Olympic venues during the event. We also successfully activated Roland Garros with Stella Artois and launched Stella Artois Strawberries & Cream ahead of Wimbledon. We continued to connect our brands with consumers at key moments in music and culture through our partnerships with Live Nation and Tomorrowland. We expanded our portfolio through innovation, increasing the availability of Flying Fish across Europe and Modelo Especial in the UK. Momentum of our no-alcohol beer portfolio continued, with volumes growing by high-teens, led by Corona Cero.

In South Africa, our volumes increased by low-single digits. The beer and Beyond Beer industry continued to grow and gain share of alcohol beverages in the first nine months of 2026, according to our estimates. Consistent execution of our strategy and increased portfolio power drove record high third quarter volumes for our business. Growth was led by our premium and super premium beer portfolio, which increased volume by high-twenties and gained share of the segment in the first nine months of 2026, compared to the same period last year. Our Beyond Beer portfolio continued to outperform the category, delivering low-twenties volume growth.

In Nigeria, our volumes declined by low-single digits, impacted by a soft consumer environment.

In our other markets in Africa, our volumes grew by mid-single digits, driven by Tanzania, Mozambique and Uganda.

Asia Pacific

For the nine-month period ended 30 September 2026, our volumes decreased by 3.7 million hectoliters, or 5.7%, compared to the nine-month period ended 30 September 2025.

In China, our volumes declined by 9.7% in an industry that declined by mid-single digits, according to our estimates. Our volume performance in the third quarter of 2026 was estimated to be below the industry, impacted by region and channel mix and inventory management. While our overall results were below potential, we saw progress in areas of strategic focus. Our market share trend in the in-home channel was estimated to have improved compared to last year, supported by increased portfolio brand power, continued momentum in our super premium and core plus brands and double-digit growth in the online-to-offline (“O2O”) channel in the third quarter of 2026. We continue to invest in our megabrands and commercial capabilities while adapting our route-to-market to ongoing channel shifts in the industry.

In South Korea, our volumes declined by low-single digits, estimated to have outperformed a soft industry, with performance led by our premium beer brands. We continued to expand our portfolio in Beyond Beer, with the launch of Nutrl and Chalrang Soju.

Global Export and Holding Companies

For the nine-month period ended 30 September 2026, Global Export and Holding Companies volumes decreased by 0.3% compared to the same period last year.

 

-6-


Revenue

The following table reflects changes in revenue across our business segments for the nine-month period ended 30 September 2026 as compared to our revenue for the nine-month period ended 30 September 2025:

 

$                             $                             $                            
   

Nine-month
period ended 30

 September 2026 

 

Nine-month

period ended 30

 September 2025 

   Change 
 

 

 

 

 

 

 

 

    (USD million)   (%)(1)

North America

    11,225       10,973       2.3  

Middle Americas

    14,827       12,449       19.1  

South America

    9,581       8,309       15.3  

EMEA

    7,611       6,978       9.1  

Asia Pacific

    4,534       4,641       (2.3)  

Global Export and Holding Companies

    660     416     58.7  
 

 

 

 

 

 

 

 

 

 

 

 

Total

    48,439       43,764       10.7  
 

 

 

 

 

 

 

 

 

 

 

 

 

Note:

 

(1)

The percentage change reflects the improvement (or worsening) of results for the period as a result of the change in each item.

Our consolidated revenue was USD 48,439 million for the nine-month period ended 30 September 2026. This represented an increase of USD 4,675 million, or 10.7% compared to our consolidated revenue for the nine-month period ended 30 September 2025 of USD 43,764 million.

The results for the nine-month period ended 30 September 2026 reflect (i) the hyperinflation impact in Argentina (i.e. year over year price growth in Argentina beyond a maximum of 2% per month (the “Hyperinflationary Price Cap”)2), as well as the performance of our business after the completion of the 2025 and 2026 acquisitions and disposals and (ii) currency translation effects.

 

  ●  

The year-over-year price growth in Argentina beyond the Hyperinflationary Price Cap, and the 2025 and 2026 acquisitions and disposals had a negative impact of USD 125 million on our consolidated revenue for the nine-month period ended 30 September 2026 compared to the nine-month period ended 30 September 2025.

 

  ●  

Our consolidated revenue for the nine-month period ended 30 September 2026 also reflects a positive currency translation impact of USD 2,445 million mainly arising from currency translation effects in Middle Americas, South America and EMEA.

Excluding the impact from the year-over-year price growth in Argentina beyond the Hyperinflationary Price Cap, the 2025 and 2026 acquisitions and disposals and currency translation, our revenue increased by 5.4% and by 4.3% on a per hectoliter basis in the nine-month period ended 30 September 2026 compared to the nine-month period ended 30 September 2025, driven by the volume growth discussed above as well as revenue growth management and positive mix from premiumization and Beyond Beer. This increase was most significant in Middle Americas and South America.

As of 30 September 2026, BEES was live in 30 markets with 73% of our revenues captured through B2B digital platforms. In the nine-month period ended 30 September 2026, BEES reached USD 46 billion in gross merchandise value (“GMV”), compared to USD 37 billion in the same period last year. BEES Marketplace reached USD 3.7 billion in GMV from third-party products for the nine-month period ended 30 September 2026 compared to USD 2.4 billion in the same period last year.

Additionally, our digital direct-to-consumer megabrands, Zé Delivery, TaDa Delivery and PerfectDraft, served 13 million active consumers and delivered USD 462 million in revenue in the nine-month period ended 30 September 2026 compared to USD 389 million in the same period last year.

 

 

 

2 Cumulative inflation over 100% (2% per month compounded) over three years is one of the key indicators within IAS 29 to assess whether an economy is deemed to be hyperinflationary.

 

-7-


Cost of Sales

The following table reflects changes in cost of sales across our business segments for the nine-month period ended 30 September 2026 as compared to the nine-month period ended 30 September 2025:

 

$                                   $                                   $                                  
   

Nine-month period

 ended 30 September 

2026

 

Nine-month period

 ended 30 September 

2025

   Change 
 

 

 

 

 

 

 

 

    (USD million)   (%)(1)

North America

    (4,472)       (4,447)       (0.6)  

Middle Americas

    (5,036)       (4,393)       (14.6)  

South America

    (4,727)       (4,176)       (13.2)  

EMEA

    (3,802)       (3,523)       (7.9)  

Asia Pacific

    (2,138)       (2,174)       1.7  

Global Export and Holding Companies

    (737)       (484)       (52.3)  
 

 

 

 

 

 

 

 

 

 

 

 

Total

    (20,912)       (19,198)       (8.9)  
 

 

 

 

 

 

 

 

 

 

 

 

 

Note:

 

(1)

The percentage change reflects the improvement (or worsening) of results for the period as a result of the change in each item.

Our consolidated cost of sales was USD 20,912 million for the nine-month period ended 30 September 2026. This represented an increase of USD 1,714 million, or 8.9% compared to our consolidated cost of sales for the nine-month period ended 30 September 2025.

The results for the nine-month period ended 30 September 2026 reflect (i) the hyperinflation impact in Argentina (i.e. year over year price growth in Argentina beyond the Hyperinflationary Price Cap), the performance of our business after the completion of the 2025 and 2026 acquisitions and disposals, as well as changes in classification and (ii) currency translation effects.

 

  ●  

The year-over-year price growth in Argentina beyond the Hyperinflationary Price Cap, the 2025 and 2026 acquisitions and disposals and the changes in classification had a positive impact of USD 32 million on our consolidated cost of sales for the nine-month period ended 30 September 2026 compared to the nine-month period ended 30 September 2025.

 

  ●  

Our consolidated cost of sales for the nine-month period ended 30 September 2026 also reflects a negative currency translation impact of USD 1,010 million mainly arising from currency translation effects in Middle Americas, South America and EMEA.

Excluding the impact from the year-over-year price growth in Argentina beyond the Hyperinflationary Price Cap, the 2025 and 2026 acquisitions and disposals, changes in classification and currency translation effects, our consolidated cost of sales increased by USD 737 million or 3.9%, partially impacted by the increase in volumes discussed above. On the same basis, our consolidated cost of sales increased by 2.3% on a per hectoliter basis, driven by commodity cost and transactional FX headwinds. This increase was most significant in South America and Middle Americas.

 

-8-


Operating Expenses

The discussion below relates to our operating expenses, which equal the sum of our distribution, sales and marketing expenses, administrative expenses and other operating income and expenses (net), for the nine-month period ended 30 September 2026 as compared to the nine-month period ended 30 September 2025. Our operating expenses do not include exceptional expenses, which are reported separately.

Our operating expenses for the nine-month period ended 30 September 2026 were USD 14,312 million, representing an increase of USD 1,551 million, or 12.2%, compared to our operating expenses for the same period in 2025.

 

   

 Nine-month period 

ended 30

September 2026

   Nine-month period 
ended 30
September 2025
   Change 
 

 

 

 

 

 

 

 

    (USD million)   (%)(1)

Selling, General and Administrative Expenses

    (14,897)       (13,347)       (11.6)  

Other Operating Income/(Expenses)

    584      585      (0.2)  
 

 

 

 

 

 

 

 

 

 

 

 

Total Operating Expenses

    (14,312)       (12,761)       (12.2)  
 

 

 

 

 

 

 

 

 

 

 

 

 

Note:

 

(1)

The percentage change reflects the improvement (or worsening) of results for the period as a result of the change in each item.

Selling, General and Administrative Expenses

The following table reflects changes in our distribution expenses, sales and marketing expenses and administrative expenses (our “selling, general and administrative expenses”) across our business segments for the nine-month period ended 30 September 2026 as compared to the nine-month period ended 30 September 2025:

 

   

 Nine-month period 

ended 30

September 2026

 

 Nine-month period 

ended 30 September

2025

   Change 
 

 

 

 

 

 

 

 

    (USD million)   (%)(1)

North America

    (3,478)       (3,295)       (5.5)  

Middle Americas

    (3,399)       (2,858)       (18.9)  

South America

    (2,920)       (2,553)       (14.4)  

EMEA

    (2,389)       (2,131)       (12.1)  

Asia Pacific

    (1,559)       (1,487)       (4.9)  

Global Export and Holding Companies

    (1,151)       (1,023)       (12.5)  
 

 

 

 

 

 

 

 

 

 

 

 

Total

    (14,897)       (13,347)       (11.6)  
 

 

 

 

 

 

 

 

 

 

 

 

 

Note:

 

(1)

The percentage change reflects the improvement (or worsening) of results for the period as a result of the change in each item.

Our consolidated selling, general and administrative expenses were USD 14,897 million for the nine-month period ended 30 September 2026. This represented an increase of USD 1,550 million, or 11.6%, as compared to the nine-month period ended 30 September 2025.

The results for the nine-month period ended 30 September 2026 reflect (i) the hyperinflation impact in Argentina (i.e. year over year price growth in Argentina beyond the Hyperinflationary Price Cap), as well as the performance of our business after the completion of the 2025 and 2026 acquisitions and disposals and (ii) currency translation effects.

 

  ●  

The year-over-year price growth in Argentina beyond the Hyperinflationary Price Cap, and the 2025 and 2026 acquisitions and disposals had a negative impact of USD 139 million on our consolidated selling, general and administrative expenses for the nine-month period ended 30 September 2026 compared to the nine-month period ended 30 September 2025.

 

  ●  

Our consolidated selling, general and administrative expenses for the nine-month period ended 30 September 2026 also reflect a negative currency translation impact of USD 653 million mainly arising from currency translation effects in Middle Americas, South America and EMEA.

Excluding the impact from the year-over-year price growth in Argentina beyond the Hyperinflationary Price Cap, the 2025 and 2026 acquisitions and disposals and currency translation effects, our consolidated selling, general and administrative expenses increased by 5.7%, as we increased our sales and marketing investments in our megabrands and mega platforms, including the Winter Olympics, Roland Garros, Wimbledon and the FIFA World Cup.

 

-9-


Other operating income/(expense)

The following table reflects changes in other operating income and expenses across our business segments for the nine-month period ended 30 September 2026 as compared to the nine-month period ended 30 September 2025:

 

   

 Nine-month period 

ended 30

September 2026

   

Nine-month

 period ended 30 

September 2025

     Change 
 

 

 

   

 

 

 

    (USD million)     (%)(1)

North America

    24       26      (7.9)  

Middle Americas

    (5)        15      -  

South America

    386       302      27.9  

EMEA

    123       159      (22.6)  

Asia Pacific

    48       73      (34.3)  

Global Export and Holding Companies

    8       11      (22.1)  
 

 

 

   

 

 

   

 

 

 

Total

    584       585      (0.2)  
 

 

 

   

 

 

   

 

 

 

 

Note:

 

(1)

The percentage change reflects the improvement (or worsening) of results for the period as a result of the change in each item.

The net positive effect of our consolidated other operating income and expenses for the nine-month period ended 30 September 2026 was USD 584 million. This represented a decrease of USD 1 million, or 0.2%, as compared to the nine-month period ended 30 September 2025.

The results for the nine-month period ended 30 September 2026 reflect (i) the hyperinflation impact in Argentina (i.e. year over year price growth in Argentina beyond the Hyperinflationary Price Cap), as well as the performance of our business after the completion of the 2025 and 2026 acquisitions and disposals and (ii) currency translation effects.

 

  ●  

The year-over-year price growth in Argentina beyond the Hyperinflationary Price Cap, and the 2025 and 2026 acquisitions and disposals had a positive impact of USD 13 million on our net consolidated other operating income and expenses for the nine-month period ended 30 September 2026 compared to the nine-month period ended 30 September 2025.

 

  ●  

Our net consolidated other operating income and expenses for the nine-month period ended 30 September 2026 also reflect a positive currency translation impact of USD 38 million mainly arising from currency translation effects in South America.

Excluding the impact from the year-over-year price growth in Argentina beyond the Hyperinflationary Price Cap, the 2025 and 2026 acquisitions and disposals, and currency translation effects, our net consolidated other operating income decreased by 9.2%, mainly impacted by lower disposals of non-core assets in the nine-month period ended 30 September 2026 compared to the same period last year.

Exceptional Items

Exceptional items are items which, in our management’s judgment, need to be disclosed separately by virtue of their size and incidence in order to obtain a proper understanding of our financial information. We consider these items to be significant in nature.

For the nine-month period ended 30 September 2026, exceptional items included in profit from operations consisted of restructuring expenses, business and asset disposal (including impairment losses) and acquisition-related costs. Exceptional items were as follows for the nine-month period ended 30 September 2026 and 2025:

 

   

 Nine-month period ended 30 

September 2026

     Nine-month period ended 
30 September 2025
 
 

 

 

 
    (USD million)  

Restructuring

    (56)       (68)   

Business and asset disposal (including impairment losses)

    73       47  

Acquisition-related costs (business combinations)

    (14)        -    

Claims and legal costs

    -         (18)   
 

 

 

   

 

 

 

Total

    3       (39)   
 

 

 

   

 

 

 

Restructuring

Exceptional restructuring expenses amounted to a net expense of USD 56 million for the nine-month period ended 30 September 2026 as compared to a net expense of USD 68 million for the nine-month period ended 30 September 2025. These expenses primarily relate to organizational alignments as a result of operational improvements across our supply chain and our commercial and support functions. These changes aim to eliminate overlapping organizations or duplicated processes, taking into account the matching of employee profiles with new organizational requirements.

 

-10-


Business and asset disposal (including impairment losses)

Business and asset disposals (including impairment losses) amounted to a net gain of USD 73 million for the nine-month period ended 30 September 2026, mainly related to the gain on the sale of a Newark brewery in the United States, as well as impairment of non-core assets, as compared to a net gain of USD 47 million for the nine-month period ended 30 September 2025, mainly related to a gain recognized upon the disposal of assets held for sale in Barbados and other Caribbean islands, as well as impairment of non-core assets.

Acquisition-related costs (business combinations)

Acquisition-related costs (business combinations) amounted to a net expense of USD 14 million for the nine-month period ended 30 September 2026, related to legal and advisory fees in relation to the acquisition of BeatBox.

Claims and legal costs

We recorded exceptional claim and legal costs of USD 18 million for the nine-month period ended 30 September 2025. Oriental Brewery Co., Ltd. (“OB”), a subsidiary in South Korea, reported a USD 66 million exceptional expense relating to a customs audit claim during the year ended 31 December 2023. During the nine-month period ended 30 September 2025, OB reported an USD 18 million exceptional expense related to these customs audit claims for the remaining audit periods.

Profit from Operations

The following table reflects changes in profit from operations across our business segments for the nine-month period ended 30 September 2026 as compared to the nine-month period ended 30 September 2025:

 

   

Nine-month period
  ended 30 September  

2026

 

Nine-month

 period ended 30 

September 2025

   Change 
 

 

 

 

    (USD million)   (%)(1)

North America

    3,415       3,251     5.0  

Middle Americas

    6,365       5,276       20.6  

South America

    2,300     1,865     23.4  

EMEA

    1,523     1,493     2.0  

Asia Pacific

    878     1,015     (13.5)  

Global Export and Holding Companies

    (1,264)       (1,134)       (11.4)  
 

 

 

 

 

 

 

 

 

 

 

 

Total

    13,218       11,766       12.3  
 

 

 

 

 

 

 

 

 

 

 

 

 

Note:

 

(1)

The percentage change reflects the improvement (or worsening) of results for the period as a result of the change in each item.

Our profit from operations amounted to USD 13,218 million for the nine-month period ended 30 September 2026. This represented an increase of USD 1,452 million, or 12.3%, as compared to our profit from operations for the nine-month period ended 30 September 2025.

The results for the nine-month period ended 30 September 2026 reflect (i) the hyperinflation impact in Argentina (i.e. year over year price growth in Argentina beyond the Hyperinflationary Price Cap), the performance of our business after the completion of the 2025 and 2026 acquisitions and disposals, as well as changes in classification, (ii) currency translation effects and (iii) the effects of certain exceptional items as described above.

 

  ●  

The year-over-year price growth in Argentina beyond the Hyperinflationary Price Cap, the 2025 and 2026 acquisitions and disposals and the changes in classification negatively impacted our consolidated profit from operations by USD 217 million for the nine-month period ended 30 September 2026 compared to the nine-month period ended 30 September 2025.

 

  ●  

Our consolidated profit from operations for the nine-month period ended 30 September 2026 also reflects a positive currency translation impact of USD 813 million.

 

  ●  

Our profit from operations for the nine-month period ended 30 September 2026 had a positive impact of USD 3 million due to certain exceptional items, as compared to a negative impact of USD 39 million for the nine-month period ended 30 September 2025. See “Exceptional Items” above for a description of exceptional items that impacted our profit from operations for the nine-month period ended 30 September 2026 and 2025.

 

-11-


Excluding the impact from the year-over-year price growth in Argentina beyond the Hyperinflationary Price Cap, the 2025 and 2026 acquisitions and disposals, changes in classification and currency translation effects, our profit from operations increased by 7.4% driven by revenue growth, partially offset by transactional FX headwinds and commodities cost increase as well as increased sales and marketing investments. This increase was most significant in Middle Americas and South America.

Net Finance Income/(Expense)

Our net finance income/(expense) items were as follows for the nine-month period ended 30 September 2026 and 30 September 2025:

 

$                                   $                                   $                                  
   

Nine-month period

  ended 30 September  

2026

 

Nine-month period

  ended 30 September  

2025

   Change 
 

 

 

 

 

 

 

 

    (USD million)   (%)(1)

Net interest expense

    (1,796)       (1,959)       8.3  

Accretion expense and interest on pensions

    (558)       (580)       3.8  

Other financial results

    (662)       (672)       1.5  

Net finance expense before exceptional finance results

    (3,015)       (3,210)       6.1  
 

 

 

 

 

 

 

 

 

Mark-to-market

    1,233     (608)       -  

Gain/(loss) on bond redemption and other

    10     29     (66.6)  

Exceptional net finance income/(expense)

    1,242     (580)       -  
 

 

 

 

 

 

 

 

 

 

 

 

Net finance income/(expense)

    (1,773)       (3,790)       53.2  
 

 

 

 

 

 

 

 

 

 

 

 

 

Note:

 

(1)

The percentage change reflects the improvement (or worsening) of results for the period as a result of the change in each item.

Our net finance expense for the nine-month period ended 30 September 2026 was USD 1,773 million, as compared to a net finance expense of USD 3,790 million for the nine-month period ended 30 September 2025, representing an expense reduction of USD 2,017 million.

The net finance expense before exceptional financial results decreased from USD 3,210 million for the nine-month period ended 30 September 2025 to USD 3,015 million for the nine-month period ended 30 September 2026.

Exceptional net finance income/(expense) includes a positive mark-to-market adjustment of USD 1,233 million on derivative instruments related to the hedging of our share-based payment programs and on derivative instruments entered into to hedge the shares issued in relation to the combinations with Grupo Modelo and SAB, compared to a negative mark-to-market adjustment of USD 608 million for the nine-month period ended 30 September 2025.

Other exceptional net finance income/(expense) for the nine-month period ended 30 September 2026 included a gain of USD 10 million from the remeasurement of deferred considerations related to acquisitions completed in prior years, and a gain of USD 29 million related to the completion of tender offers of notes issued by certain of our subsidiaries for the nine-month period ended 30 September 2025.

The number of shares covered by the derivative instruments, together with the opening and closing share prices, are shown below:

 

     Nine-month period ended 
30 September 2026
   Nine-month period ended 
30 September 2025
 

Share price at the start of the nine-month period (in euro)

    54.90       48.25   

Share price at the end of the nine-month period (in euro)

    65.32     50.8   

Number of derivative equity instruments at the end of the period (in millions)

    90.5     100.5   

Share of Results of Associates

Our share of results of associates for the nine-month period ended 30 September 2026 was USD 244 million as compared to USD 246 million for the nine-month period ended 30 September 2025.

Exceptional Share of Results of Associates

Our exceptional share of results of associates for the nine-month period ended 30 September 2025 was USD 9 million income from our associate Anadolu Efes.

 

-12-


Income Tax Expense

Our total income tax expense for the nine-month period ended 30 September 2026 was USD 2,656 million, with an effective tax rate of 23.2%, as compared to an income tax expense of USD 2,130 million and an effective tax rate of 26.7% for the nine-month period ended 30 September 2025.

The 2026 effective tax rate was positively impacted by non-taxable gains from derivatives related to the hedging of share-based payment programs and the hedging of the shares issued in a transaction related to the combinations with Grupo Modelo and SAB, while the 2025 effective tax rate was negatively impacted by non-deductible losses from these derivatives. Furthermore, the 2025 effective tax rate included USD 56 million exceptional tax income reflecting mainly USD 66 million exceptional tax income resulting from the renegotiation of the terms of the 2017 Brazilian Federal Tax Regularization Program.

Profit of the Period

Profit for the nine-month period ended 30 September 2026 was USD 9,033 million compared to USD 6,100 million for the same period in 2025. The increase in profit of the period for the nine-month period ended 30 September 2026 was primarily due to the increase in profit from operations and the decrease in net finance expense.

 

   

 Nine-month period ended 30 

September 2026

   

 Nine-month period ended 30 

September 2025

 
 

 

 

 
    (USD million)  

Profit attributable to non-controlling interests

    1,123        1,222   

Profit attributable to equity holders of AB InBev

    7,910        4,878   
 

 

 

   

 

 

 

Profit of the period

    9,033        6,100   
 

 

 

   

 

 

 

Profit Attributable to Non-Controlling Interests

Profit attributable to non-controlling interests was USD 1,123 million for the nine-month period ended 30 September 2026, a decrease of USD 99 million from USD 1,222 million for the nine-month period ended 30 September 2025.

Profit Attributable to Our Equity Holders

Profit attributable to our equity holders for the nine-month period ended 30 September 2026 was USD 7,910 million compared to USD 4,878 million for the same period in 2025.

Basic earnings per share of USD 4.01 for the nine-month period ended 30 September 2026 is based on 1,973 million shares outstanding, representing the weighted average number of ordinary and restricted shares outstanding during this period, where weighted average number of ordinary and restricted shares means, for any period, the number of shares outstanding at the beginning of the period, adjusted by the number of shares canceled, repurchased or issued during the period, including deferred share instruments and stock lending, multiplied by a time-weighting factor.

Underlying profit, attributable to equity holders of AB InBev for the nine-month period ended 30 September 2026 was USD 6,710 million. Items excluded from Underlying profit, attributable to equity holders of AB InBev are the after-tax exceptional items discussed above under “Exceptional Items”, “Net Finance Income/(Expense)” and “Exceptional Share of Results of Associates”, exceptional taxes and the impact of hyperinflation accounting.

Underlying EPS for the nine-month period ended 30 September 2026 was USD 3.40. Underlying EPS is basic earnings per share excluding the after-tax exceptional items discussed above under “Exceptional Items”, “Net Finance Income/(Expense)” and “Exceptional Share of Results of Associates”, exceptional taxes and the impact of hyperinflation accounting.

 

-13-


The increase in profit attributable to our equity holders for the nine-month period ended 30 September 2026 was primarily due to the increase in profit from operations and the decrease in net finance expense in the nine-month period ended 30 September 2026 compared to the same period in 2025.

 

   

  Nine-month period ended  

30 September 2026

   

  Nine-month period ended  

30 September 2025

 
 

 

 

 
    (USD million)  

Profit attributable to equity holders of AB InBev

    7,910        4,878   

Exceptional items, before taxes

    (3)        39 

Exceptional net finance (income)/expense, before taxes

    (1,242)        580 

Exceptional share of results of associates

    -        (9)   

Exceptional taxes

    (5)        (56)   

Exceptional non-controlling interest

    (7)        39 

Hyperinflation impacts

    57      54 
 

 

 

   

 

 

 

Underlying profit, attributable to equity holders of AB InBev (1)

    6,710        5,526   
 

 

 

   

 

 

 
 

Note:

 

(1)

Underlying profit, attributable to equity holders of AB InBev is a non-IFRS measure. See “Item 5. Operating and Financial Review—E. Results of Operations—Year Ended 31 December 2025 Compared to the Year Ended 31 December 2024—Profit Attributable to Our Equity Holders” of our 2025 Annual Report for additional information on our definition and use of Underlying profit, attributable to equity holders of AB InBev.

 

   

 Nine-month period ended 30 

September 2026

   

 Nine-month period ended 30 

September 2025

 
 

 

 

 
    (USD per share)  

Basic earnings per share

    4.01      2.46 

Exceptional items, before taxes

    (0.00)        0.02 

Exceptional net finance (income)/expense, before taxes

    (0.63)        0.29 

Exceptional share of results of associates

    -        (0.00)   

Exceptional taxes

    (0.00)        (0.03)   

Exceptional non-controlling interest

    (0.00)        0.02 

Hyperinflation impacts

    0.03      0.03 
 

 

 

   

 

 

 

Underlying EPS (1)

    3.40      2.78 
 

 

 

   

 

 

 
 

Note:

 

(1)

Underlying EPS is a non-IFRS measure. See “Item 5. Operating and Financial Review—E. Results of Operations—Year Ended 31 December 2025 Compared to the Year Ended 31 December 2024—Profit Attributable to Our Equity Holders” of our 2025 Annual Report for additional information on our definition and use of Underlying EPS.

The calculation of earnings per share is based on 1,973 million shares outstanding, representing the weighted average number of ordinary and restricted shares outstanding during the nine-month period ended 30 September 2026 (30 September 2025: 1,986 million shares).

 

-14-


Normalized EBITDA

The following table reflects changes in our Normalized EBITDA, for the nine-month period ended 30 September 2026 as compared to the nine-month period ended 30 September 2025:

 

$                                   $                                   $                                  
   

Nine-month period

ended 30 September

2026

 

Nine-month period

ended 30 September

2025

  Change
 

 

 

 

 

 

 

 

    (USD million)   (%)(1)

Profit attributable to equity holders of AB InBev

    7,910       4,878       62.2  

Profit attributable to non-controlling interests

    1,123       1,222       (8.1)  
 

 

 

 

 

 

 

 

 

 

 

 

Profit of the period

    9,033       6,100       48.1  

Net finance expense

    1,773       3,790       53.2  

Income tax expense

    2,656       2,130       (24.7)  

Share of results of associates

    (244)       (246)       (0.5)  

Exceptional share of results of associates

    -       (9)       -  
 

 

 

 

 

 

 

 

 

 

 

 

Profit from operations

    13,218       11,766       12.3  

Exceptional items

    (3)       39     -  

Profit from operations, before exceptional items(2)

    13,215       11,805       11.9  
 

 

 

 

 

 

 

 

 

 

 

 

Depreciation, amortization and impairment

    4,117       3,945       (4.4)  
 

 

 

 

 

 

 

 

 

 

 

 

Normalized EBITDA(3)

    17,332       15,750       10.0  
 

 

 

 

 

 

 

 

 

 

 

 

 

Note:

 

(1)

The percentage change reflects the improvement (or worsening) of results for the period as a result of the change in each item.

 

(2)

Profit from operations, before exceptional items, is a non-IFRS measure. See “Item 5. Operating and Financial Review—E. Results of Operations—Year Ended 31 December 2025 Compared to the Year Ended 31 December 2024—Normalized EBITDA” of our 2025 Annual Report for additional information on our definition and use of Profit from operations, before exceptional items.

 

(3)

Normalized EBITDA is a non-IFRS measure. See “Item 5. Operating and Financial Review—E. Results of Operations—Year Ended 31 December 2025 Compared to the Year Ended 31 December 2024—Normalized EBITDA” of our 2025 Annual Report for additional information on our definition and use of Normalized EBITDA.

Our Normalized EBITDA amounted to USD 17,332 million for the nine-month period ended 30 September 2026. This represented an increase of USD 1,582 million, or 10.0%, as compared to our Normalized EBITDA for the nine-month period ended 30 September 2025.

The results for the nine-month period ended 30 September 2026 reflect (i) the hyperinflation impact in Argentina (i.e. year over year price growth in Argentina beyond the Hyperinflationary Price Cap), the performance of our business after the completion of the acquisitions and disposals we undertook in 2025 and 2026, as well as changes in classification and (ii) currency translation effects, including the impact of hyperinflation accounting.

Excluding the impact from the year-over-year price growth in Argentina beyond the Hyperinflationary Price Cap, the 2025 and 2026 acquisitions and disposals, changes in classification and currency translation effects, our Normalized EBITDA increased by 5.0%, driven by revenue growth, partially offset by transactional FX headwinds and commodities cost increase as well as increased sales and marketing investments.

Adoption of hyperinflation accounting in Argentina

Since 1 January 2018, we have applied hyperinflation accounting as prescribed by IAS 29 Financial Reporting in Hyperinflationary Economies for our Argentine subsidiaries.

The results for the nine-month period ended 30 September 2026 were translated at the September 2026 closing rate of 1,515.78 Argentine pesos per U.S. dollar. The results for the nine-month period ended 30 September 2025 were translated at the September 2025 closing rate of 1,367.12 Argentine pesos per U.S. dollar.

The impact of hyperinflation accounting for the nine-month period ended 30 September 2026 amounted to USD 161 million decrease in revenue and represented a negative impact of USD 0.03 on basic earnings per share.

 

-15-


Recent events

Interim dividend

On 28 October 2026, the AB InBev Board of Directors approved an interim dividend of EUR 0.40 per share for the fiscal year 2026. In line with the company’s financial discipline and deleveraging objectives, the interim dividend balances the company’s capital allocation priorities and dividend policy while returning cash to shareholders. A timeline showing the ex-dividend, record and payment dates can be found below:

 

      Ex-dividend date    Record Date    Payment date

Euronext

   19 November 2026    20 November 2026    23 November 2026

MEXBOL

   19 November 2026    20 November 2026    23 November 2026

JSE

   18 November 2026    20 November 2026    23 November 2026

NYSE (ADR program)

   20 November 2026    20 November 2026    16 December 2026

Restricted Shares

   19 November 2026    20 November 2026    23 November 2026

 

-16-

Exhibit 99.2

 

LOGO

Berquin Notaires SRL – avenue Lloyd George 11 - 1000 Brussels

Company number BE 0474.073.840 – Brussels Trade & Companies Register

www.berquinnotaires.be

Tél. +32(2)645.19.45

Coordinated text of the articles of the

public limited company

“Anheuser-Busch InBev”

abbreviated as “AB InBev”

with headquarters at 1000 Brussels, Grand Place 1

company number 0417.497.106

Brussels Trade & Companies Register

after the amendment made to

the articles of association

of October 1, 2026


BACKGROUND

(In accordance with article 2:8, §1 of the Companies and Associations Code)

INSTRUMENT OF INCORPORATION:

The company was established according to a deed executed before the notary Peter Van Melkebeke, in Brussels, on March 3, 2016, published in the Appendix to the Belgian Monitor of March 8 thereafter, under number 305365, a rectifying deed of which was executed before the office of notary Tim Carnewal, in Brussels, on June 20, 2016, published in the Appendix to the Belgian Monitor of July 5 thereafter, under number 16092438.

AMENDMENTS TO THE ARTICLES OF ASSOCIATION:

The articles were amended by:

- minutes drawn up by notary public Tim Carnewal, at Brussels, on September 28, 2016, published in the Appendix to the Belgian Monitor of October 20 thereafter, under numbers 16144986 and 16144987;

- minutes drawn up by notary public Tim Carnewal, at Brussels, on October 6, 2016, published in the Appendix to the Belgian Monitor of 20 thereafter, under numbers 16144988 and 16144989;

- minutes drawn up by notary public Tim Carnewal, at Brussels, on October 8, 2016, published in the Appendix to the Belgian Monitor of 20 thereafter, under numbers 16144984 and 16144985;

- deed drawn up by notary public Tim Carnewal, at Brussels, on October 10, 2016, published in the Appendix to the Belgian Monitor of October 21 thereafter, under numbers 16145578 and 16145579 on the one hand, and 16145643 and 16145644 on the other;

- minutes drawn up by notary public Peter Van Melkebeke, at Brussels, on April 26, 2017, published in the Appendix to the Belgian Monitor of May 15 thereafter, under numbers 17068299 and 17068300;

- minutes drawn up by notary public Tim Carnewal, at Brussels, on April 24, 2019, published in the Appendix to the Belgian Monitor of May 14 thereafter, under numbers 19064982 and 19064983;

- minutes drawn up by notary public Tim Carnewal, at Brussels, on June 3, 2020, published in the Appendix to the Belgian Monitor of July 4 thereafter, under number 16092438;

- minutes drawn up by notary public Carl Maere, at Leuven, acting through notary public Tim Carnewal, in Brussels, on April 28, 2021, published in the Appendix to the Belgian Monitor of June 1 thereafter, under numbers 21064509 and 21064510;

- deed drawn up by notary public Frederic Helsen, at Brussels, on January 3, 2022, published in the Appendix to the Belgian Monitor of January 20, thereafter, under numbers 22304897 and 22304898;

- deed drawn up by notary public Tim Carnewal, at Brussels, on April 1, 2022, published in the Appendix to the Belgian Monitor of April 14 thereafter, under numbers 22325360 and 22325361;

- minutes drawn up by notary public Tim Carnewal, at Brussels, on April 27, 2022, published in the Appendix to the Belgian Monitor of June 3 thereafter, under numbers 22066692 and 22066693;

- minutes drawn up by notary public Tim Carnewal, at Brussels, on July 1, 2022, published in the Appendix to the Belgian Monitor of July 22, thereafter, under numbers 22348215 and 22348216;

- minutes drawn up by notary public Tim Carnewal, at Brussels, on September 30, 2022, published in the Appendix to the Belgian Monitor of October 18 thereafter, under numbers 22366630 and 22366631;

- minutes drawn up by notary public Yorik Desmyttere, at Brussels, on January 3, 2023, published in the Appendix to the Belgian Monitor of January 5, thereafter, under numbers 23301488 and 23301489.

- minutes drawn up by notary public Peter Van Melkebeke, at Brussels, on April 3, 2023, published in the Appendix to the Belgian Monitor of April 6 thereafter, under numbers 23331557 and 23331558.

- minutes drawn up by notary public Tim Carnewal, at Brussels, on April 26, 2023, published in the Appendix to the Belgian Monitor of May 31 thereafter, under numbers 23350108 and 23350109;

- minutes drawn up by notary public Tim Carnewal, at Brussels, on July 3, 2023, published in the Appendix to the Belgian Monitor of July 14 thereafter, under numbers 23371700 and 23371701;


- minutes drawn up by notary public Tim Carnewal, at Brussels, on October 2, 2023, published in the Appendix to the Belgian Monitor of October 17 thereafter, under numbers 23409498 and 23409499;

- minutes drawn up by notary public Frederic Helsen, at Brussels, on Januari 2, 2024, published in the Appendix to the Belgian Monitor of February 16 thereafter, under numbers 224362042 and 224362043;

- deed drawn up by notary public Yorik Desmyttere, in Brussels, on April 2, 2024, published in the Appendix to the Belgian Monitor of April 12 thereafter, under numbers 24387853 and 23387854;

- deed drawn up by notary public Tim Carnewal, in Brussels, on July 1, 2024, published in the Appendix to the Belgian Monitor of July 4 thereafter, under numbers 24412527 and 24412528;

- deed drawn up by notary public Tim Carnewal, in Brussels, on October 1, 2024, published in the Appendix to the Belgian Monitor of July 4 thereafter, under number 16092438;

- deed drawn up by notary public Yorik Desmyttere, in Brussels, on January 2, 2025, published in the Appendix to the Belgian Monitor of February 12, thereafter, under numbers 25311135 and 25311136;

- deed drawn up by notary public Tim Carnewal, in Brussels, on April 1, 2025, published in the Appendix to the Belgian Monitor of April 4, thereafter, under numbers 25323644 and 25323645;

- deed drawn up by notary public Tim Carnewal, in Brussels, on July 1, 2025, published in the Appendix to the Belgian Monitor of July 4, thereafter, under numbers 25342509 and 25342510;

- deed drawn up by notary public Tim Carnewal, in Brussels, on October 1, 2025, published in the Appendix to the Belgian Monitor of October 21, 2025, thereafter, under numbers 25364347 and 25364348;

- deed drawn up by notary public Tim Carnewal, in Brussels, on January 2, 2026, published in the Appendix to the Belgian Monitor of January 9, 2025, thereafter, under numbers 26302075 and 26302076;

- deed drawn up by notary public Tim Carnewal, in Brussels, on April 29, 2026, published in the Appendix to the Belgian Monitor of April 8 of that year, under numbers 26322610 and 26322658;

- deed drawn up by notary public Jeroen Dryvers, in Bierbeek, with the assistance of notary Tim Carnewal, in Brussels, on April 29, 2026, published in the Appendix to the Belgian Monitor of May 13 of that year, under numbers 26330395 and 26330438.

- deed drawn up by notary public Tim Carnewal, in Brussels, on July 1, 2026, published in the Appendix to the Belgian Monitor of July 16 thereafter, under numbers 26346219 and 26346353;

The Articles were amended by the Notary Public Tim Carnewal, in Brussels, on October 1, 2026, filed for publication in the Appendix to the Belgian Monitor.

CHANGE OF REGISTERED OFFICE:

The registered office was transferred to the current address pursuant to a decision subject to a suspensive condition of the extraordinary general meeting of shareholders dated 28 September 2016, and recorded in the minutes of 10 October 2016, published in the Appendix to the Belgian Monitor of 21 October thereafter, under numbers 16145643 and 16145644.


ARTICLES OF ASSOCIATION

COORDINATED ON OCTOBER 1, 2026

Article 1.  NAME

The company is a public limited liability company (société anonyme / naamloze vennootschap) with the name “Anheuser-Busch InBev”, in short “AB InBev” (the Company). It is subject to the rules applicable to listed public limited liability companies under the Belgian Code of Companies and Associations (the Code).

Article 2.  REGISTERED OFFICE - WEBSITE

The registered office is situated at 1 Grand’ Place, 1000 Brussels.

The board of directors of the Company (the Board of Directors) may by resolution transfer the registered office to any other town or municipality in Belgium.

The Company may by resolution of the Board of Directors establish seats of administration or operation, branch offices, offices and agencies both in and outside Belgium.

The Company’s website can be accessed at ab-inbev.com.

Article 3.  DURATION

The Company is incorporated for an unlimited duration.

It may be wound up by resolution of the shareholders’ meeting of the Company (the Shareholders’ Meeting) passed in the conditions and forms required for a modification of these articles of association (the Articles of Association).

Article 4.  CORPORATE PURPOSE

The Company’s corporate purpose is:

  a)

to produce and deal in all kinds of products, including (but not limited to) beers, drinks, foodstuffs and any ancillary products, as well as all by-products and accessories, of whatsoever use, origin, purpose or form, and to provide all kinds of services; and

  b)

to acquire, hold and manage direct or indirect shareholdings or interests in companies, undertakings or other entities having a corporate purpose similar or related to, or likely to promote directly or indirectly the attainment of the foregoing corporate purpose, in Belgium and abroad, and to finance such companies, undertakings or other entities by means of loans, guarantees or in any other manner whatsoever.

In general, the Company may engage in any commercial, industrial and financial transactions, in moveable and real estate transactions, in research and development projects, as well as in any other transaction likely to promote directly or indirectly the attainment of its corporate purpose.

Article 5.  CAPITAL AND CLASSES OF SHARES

5.1  The share capital of the Company amounts to EUR 1,238,608,344.12. It is represented by 2,019,241,973 shares without nominal value, each of which represents an equal portion of the share capital (the Shares). The share capital has been fully and unconditionally subscribed for and is fully paid up.

5.2  Il y a deux classes d’Actions. Toutes les Actions sont des actions ordinaires (les Actions Ordinaires), à l’exception de deux cent vingt-deux millions trente-cinq mille quatre cent septante (222.035.470) Actions (les Actions Restreintes). Les Actions Restreintes seront toujours sous forme nominative et ne seront pas cotées ni admises à la négociation sur un marché réglementé ou non-réglementé. Les titulaires d’Actions Restreintes sont dénommés ensemble les Actionnaires Restreints.

5.3  All Shares entitle their holders to the same rights and benefits, except as set out in these Articles of Association.

Article 6.  FORM OF THE SHARES AND OTHER SECURITIES

6.1  Shares that are not fully paid up shall be in registered form. Shares that are fully paid up and other securities issued by the Company shall be either in registered or dematerialised form, except that Restricted Shares shall always remain in registered form.

6.2  Except in the cases referred to in Article 601, security holders may elect to have, at any time, at their own expense, registered Shares or other registered securities converted into dematerialised Shares or other dematerialised securities (and vice versa). Dematerialised Shares or other dematerialised securities are represented by a book-entry in an account opened in the name of their owner or holder with an authorised account holder or with a clearing institution.

6.3  The register of registered Shares and the register of other registered securities issued by the Company, if any, are held in electronic form by the Company. The Board of Directors may decide


to outsource the maintenance and administration of any electronic register to a third party. All entries in the registers, including transfers and conversions, can validly be made on the basis of documents or instructions which the transferor, transferee and/or holder of the securities, as applicable, may send electronically or by other means. The Company may oppose the registration in the register of registered Shares of any transfers, pledges or conversions that do not comply with the terms of these Articles of Association.

6.4  The Board of Directors may decide to split the register of registered Shares into two volumes, one to be kept at the registered office of the Company and one to be kept elsewhere, in accordance with the conditions set out in article 7:33 of the Code.

Article 7.  TRANSFER OF SHARES – PLEDGES - CONVERSION

7.1  Ordinary Shares are freely transferable.

7.2  Subject to Article 7.3, no Restricted Shareholder shall transfer, sell, contribute, offer, grant any option on, otherwise dispose of, pledge, charge, assign, mortgage, grant any lien or any security interest on, enter into any certification (certification / certificering) or depository arrangement or enter into any form of hedging arrangement with respect to, in each case directly or indirectly, any of its Restricted Shares or any interests therein or any rights relating thereto, or enter into any contract or other agreement to do any of the foregoing, for a period of five years expiring on 10 October 2021.

7.3  Notwithstanding Article 7.2:

  (a)

any Restricted Shareholder may transfer, sell, contribute, offer, grant any option on, otherwise dispose of, pledge, charge, assign, mortgage, grant a lien or any security interest on, or enter into any form of hedging arrangement with respect to, in each case directly or indirectly, any of its Restricted Shares or any interests therein or any rights relating thereto, or enter into any contract or other agreement to do any of the foregoing, to or for the benefit of any person that is its Affiliate, its Successor and/or Successor’s Affiliate (together a Restricted Shareholder Group), provided that if any such transferee ceases to be a member of the Restricted Shareholder Group of the Restricted Shareholder that initially made the transfer (or of its Successor), all such Restricted Shares which such transferee owns or in which it holds an interest shall be automatically transferred to such Restricted Shareholder (or to a person which, at the time of such transfer, is its Affiliate or its Successor) and shall therefore remain Restricted Shares; for the purposes of these Articles of Association, an Affiliate of any person has the meaning given to it in article 1:20 of the Code, and a Successor of any person shall mean (i) in respect of any entity, any entity (x) to which such person transfers all of its assets and (y) which is (and continues to be) directly or indirectly controlled solely or jointly (within the meaning of articles 1:14, 1:17 and 1:18 of the Code) by the same entities (or their Successors) or individuals (or any heirs of such individuals) that exercised directly or indirectly sole or joint control over, such shareholder immediately prior to such transfer, or (ii) in respect of any individual, any heir of that individual following his or her death or any individual to whom the assets of such individual are required to be transferred by virtue of applicable law;

  (b)

any Restricted Shareholder may (or, for the purposes of Article 7.3(b)(ii)(aa) only, a Pledgee or a Receiver – as defined below -may):

  (i)

with the prior written consent granted by the Board of Directors (a Pledge Consent) (it being understood that the consent letters entered into by Anheuser-Busch InBev SA/NV with Altria Group, Inc. and BEVCO Ltd. on 11 November 2015 (as subsequently amended from time to time) constitute Pledge Consents for all purposes under these Articles of Association), pledge, charge, assign, mortgage, or otherwise grant a lien over or grant any security interest on all or any part of its Restricted Shares or any interests therein and any rights relating thereto as security (in each case, a Pledge) in respect of any bona fide loans, credit facilities, notes, surety bonds (or other arrangements to secure a stay of execution on or the satisfaction of a judgment or order), letters of credit or any similar extensions of credit to such Restricted Shareholder or any of its Affiliates, hedging, derivative or other financing transactions to which such Restricted Shareholder or any of its Affiliates is a party or, in each case, in respect of which such Restricted Shareholder or any of its Affiliates is a guarantor or security provider, or a guaranty of any of the foregoing;

  (ii)

transfer, sell, contribute, offer, grant any option on, or otherwise dispose of, in each case directly or indirectly, or enter into any contract or other agreement to do any of


 

the foregoing in respect of all or part of (or any interest in) the Restricted Shares that are the subject of a Pledge to which a Pledge Consent has been given:

  (aa)

to, or as directed by or with the written consent of, the relevant pledgee, chargee, assignee, mortgagee, or other security interest holder (a Pledgee) or to, or as directed by or with the written consent of, a receiver, administrator or other similar official appointed in connection with an enforcement of a Pledge (a Receiver), simultaneously with, or at any time after, such Restricted Shareholder, Pledgee or Receiver notifying the Company that such Pledgee or Receiver has enforced or commenced enforcement action with respect to such Pledge; or

  (bb)

to the extent the Restricted Shareholder determines in good faith that such transfer is the only commercially reasonable alternative available to prevent an imminent enforcement of a Pledge by a Pledgee or a Receiver in respect of such Restricted Shares (and the proceeds of the transfer are used to satisfy the underlying obligation secured by the Pledge) and has given written notice to the Board of Directors in which the Restricted Shareholder confirms that it has determined in good faith that such transfer is the only commercially reasonable alternative available to prevent an imminent enforcement of a Pledge by the relevant Pledgee or Receiver in respect of such Restricted Shares.

In these Articles of Association, a Restricted Transferee shall mean each of any Pledgee, Receiver, anyone to whom any Restricted Shares (or any interest in those Restricted Shares) are (or are agreed to be) transferred, sold, contributed, offered, granted any option on, or otherwise disposed of in accordance with Article 7.3 (b)(ii)(aa) or 7.3(b)(ii)(bb), and any person referred to in Article 7.5(c).

7.4  The Company shall record in the register of registered Shares in accordance with Belgian law the details of any Pledge notified to it and which is permitted in accordance with a Pledge Consent, by the end of the next Business Day (as defined below) following the day on which it has received notice of such Pledge and shall, if requested, provide evidence thereof to the relevant shareholder as soon as practicable after such recordation.

7.5  A Restricted Share shall be unconditionally convertible at the option of the person or persons specified below into Ordinary Shares (on the basis of one Ordinary Share for each Restricted Share):

  (a)

at any time after 10 October 2021, at the option of the holder in respect of all or any portion of its Restricted Shares;

  (b)

immediately prior to, but then solely for the purpose of facilitating, or at any time after entering into an agreement or arrangement to effect, any transfer, sale, contribution, offer, or other disposal permitted pursuant to Article 7.3(b)(ii), at the option of the holder of the Restricted Shares which are the subject of such transaction or of the Restricted Transferee in respect of such Restricted Shares; and/or

  (c)

at the option of (i) a Pledgee under a Pledge in respect of shares of SABMiller plc in respect of which a Pledge Consent has been granted or a Receiver in respect of such shares of SABMiller plc where the Pledgee has exercised its rights of enforcement (itself or through a Receiver) prior to 10 October 2016 or (ii) a transferee of, in lieu of, or at the direction of, any such Pledgee or Receiver, in respect of all or any portion of its Restricted Shares.

7.6  Any Restricted Share shall automatically be converted into an Ordinary Share (on the basis of one Ordinary Share for each Restricted Share):

  (a)

upon any transfer, sale, contribution or other disposal of any such Restricted Share or any interests or rights therein (including to a Restricted Transferee), except only in the instances referred to in Articles 7.3(a) and 7.3(b)(i) provided that, in such instances, the Restricted Shares shall automatically be converted into Ordinary Shares upon any subsequent transfer, sale, contribution or disposal to any party which is not an Affiliate, a Successor or a Successor’s Affiliate of the Restricted Shareholder; in no case whatsoever shall a Restricted Transferee ever become a Restricted Shareholder in respect of such Restricted Shares;

  (b)

immediately prior to the closing of a successful public takeover bid for all the Shares in the Company or the completion of a merger of the Company as acquiring or disappearing company, in circumstances where the shareholders directly or indirectly controlling (within the meaning of article 1:14 of the Code) or exercising directly or indirectly joint control (within the meaning of article 1:18 of the Code) over the Company immediately prior to


 

such takeover bid or merger will not directly or indirectly control, or exercise directly or indirectly joint control over, the Company or the surviving entity following such takeover bid or merger; and/or

  (c)

upon the announcement of a squeeze-out bid for the outstanding Shares, in accordance with article 7:82 of the Code.

7.7  In the event that all the Shares in the Company are acquired by a company which the shareholders of the Company immediately prior to such acquisition directly or indirectly control or exercise directly or indirectly joint control over (within the meaning of articles 1:14, 1:17 and 1:18 of the Code), Restricted Shareholders shall be treated in an equivalent manner to holders of Ordinary Shares, save that there shall be equivalent differences between the rights and restrictions attaching to the shares to be issued to holders of Ordinary Shares and the shares to be issued to holders of Restricted Shares to reflect the differences in rights and restrictions between the Ordinary Shares and the Restricted Shares.

7.8  Save where a Pledge Consent has previously been given to a Restricted Shareholder, in which event no further authorisation or consent of, or action by, the Board of Directors shall be required with respect to the creation, existence or enforcement of, or the exercise of the rights under, any Pledge made by such Restricted Shareholder or any of its Affiliates in accordance with the terms of such Pledge Consent, the Board of Directors shall have absolute discretion as to whether to grant a Pledge Consent. The pledging policy that the Board of Directors shall adopt from time to time will set out the circumstances in which the Board of Directors will grant a Pledge Consent. The provisions of these Articles of Association shall be prevailing in the event of any conflict between the pledging policy and these Articles of Association.

7.9  Provided that the relevant conditions set forth in Article 7.5 or 7.6, as applicable, are met, the Company will record the conversion of the Restricted Shares into Ordinary Shares (and, if relevant, the transfer of the Ordinary Shares which are the subject of the conversion of the Restricted Shares to or as directed in writing by the relevant Restricted Shareholder or the Restricted Transferee), in the Company’s share register, on the same Business Day (if the notice relating to such conversion and/or transfer is received by the Company before 1:00 pm Belgian time) or the next Business Day (if the notice relating to this conversion and/or transfer is received by the Company after 1:00 pm Belgian time or on a day that is not a Business Day). For the purpose of these Articles of Association, Business Day(s) shall mean all days of the week with the exception of Saturdays, Sundays and legal public holidays in Belgium.

From the time of conversion, the Ordinary Shares will be freely and unconditionally transferable by (or as directed by) the Restricted Shareholder or Restricted Transferee or any transferee or transferees of such Ordinary Shares, free of any lock-up or other restriction.

On the same day as the recordation of the conversion, the Company will send to Euronext Brussels a request for admission to listing of such Ordinary Shares and take all such steps that are within the Company’s control to ensure that admission to listing occurs promptly thereafter. Neither the Restricted Shareholder, the Restricted Transferee nor any other transferee shall be liable for any costs or expenses incurred by the Company in connection with such conversion or transfer, and the Company shall not be liable for any delay in conversion or transfer or admission to listing provided it complies with this Article 7.9.

7.10  Upon conversion of Restricted Shares in accordance with this Article 7, the Board of Directors shall be empowered to amend Article 5.2 to reflect the modification in the number of Ordinary Shares and Restricted Shares.

Article 8.  RIGHTS OF RESTRICTED SHARES

8.1  If at any time the Ordinary Shares shall be changed into a different number of Shares or a different class of Shares by reason of any share dividend, subdivision, reorganisation, reclassification, recapitalisation, stock split, reverse stock split, combination or exchange of Shares, or any similar event shall have occurred, there will be an equivalent share dividend, subdivision, reorganisation, reclassification, recapitalisation, stock split, reverse stock split, combination or exchange of Shares or similar event with respect to the Restricted Shares, provided that (i) nothing shall be deemed to permit the Company (including the Board of Directors) to take any action with respect to its share capital that is otherwise prohibited by these Articles of Association and (ii) if any such event would otherwise cause any Restricted Shareholder to cease to hold at least one such Restricted Share by virtue of its entitlement following such event being to a fraction of less than one Restricted Share, its entitlement following such event shall be rounded up to one Restricted Share. In case of any event


referred to in this Article 8.1, Restricted Shareholders shall only be entitled or required to receive Restricted Shares in respect of the Restricted Shares held by them.

8.2  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 Code.

Article 9.  ORDERLY DISPOSAL

Any initial holder of Ordinary Shares resulting from the conversion of Restricted Shares which were previously held by such holder (other than a Restricted Transferee) or any of its Affiliates who contemplates selling such Ordinary Shares on a stock exchange on which the Ordinary Shares are listed (other than by a block trade or overnight placement in accordance with customary market practice for dispositions of such nature) in a single transaction or series of connected transactions for an amount exceeding 1% of the total share capital within three months of the date of conversion shall use reasonable endeavours to effect such sale in an orderly manner of disposition that is not likely to disrupt materially the market for the Shares and shall consult with the Company in advance of such sale, subject to the Company consenting to being made an insider for these purposes. For the avoidance of doubt, this Article 9 shall not apply to transfers to any Restricted Transferee in the circumstances set out in Article 7.3(b)(ii).

Article 10.  DISCLOSURE OF SIGNIFICANT SHAREHOLDINGS

In addition to the transparency disclosure thresholds of 5% and multiples of 5% set out by the applicable Belgian legislation, the disclosure obligation set out in such legislation shall also apply with respect to the thresholds of 3% and 7.5%.

Article 11.  AUTHORISED CAPITAL

11.1  The Board of Directors may increase the share capital of the Company, in one or several times, by the issuance of a number of Shares, or financial instruments giving right to Shares, which will not represent more than 3% of the Shares outstanding as at 27 April 2022 (the amount obtained shall be, to the extent necessary, rounded down to result in an entire number of Shares), provided that, in accordance with article 7:198, first indent, of the Belgian Code of Companies and Associations, this may not result in the share capital being increased, in one or several times, by an amount exceeding the amount of share capital prevailing on 27 April 2022.

The increase(s) of capital decided under such authorisation may be effected by contribution in cash or in kind, including as the case may be an issue premium not available for distribution, the amount of which shall be fixed by the Board of Directors, and by creation of new Shares conferring such rights as the Board of Directors shall determine.

The increase(s) of capital may also be effected by capitalisation of reserves, including those not available for distribution, or an issue premium, with or without the creation of new Shares.

When deciding to use the authorised capital, the Board of Directors may restrict or exclude the preference right of the existing shareholders (including in favour of identified persons who are not personnel of the Company or its subsidiaries) under the conditions set out in article 12.2 of the Articles of Association.

Such authorisation is granted to the Board of Directors for a period of five years as from the date of publication of the amendment of the Articles of Association resolved upon by the extraordinary Shareholders’ Meeting of 27 April 2022. It can be renewed, once or several times, in accordance with the applicable legal provisions.

11.2  The Board of Directors may be expressly authorised by the Shareholders’ Meeting, in case of public take-over bids on securities of the Company, to increase the capital, under the conditions set out in article 7:202 of the Code. This authorisation may be granted for a period of three years as from the date of the amendment of the Articles of Association setting out the authorisation.

Article 12.  INCREASE AND DECREASE OF CAPITAL – PREFERENTIAL SUBSCRIPTION RIGHT

12.1  In case of an increase of capital through the issue of new Shares, convertible bonds, bonds repayable in Shares, subscription rights or other financial instruments giving a right to Shares (any such Shares, bonds, rights or instruments being referred to as Equity Interests), all shareholders will have a preferential right to subscribe for any such Equity Interests, as set out in and in accordance with article 7:188 of the Code. The preferential subscription right shall entitle each shareholder to subscribe for any new Equity Interests, pro rata to the proportion of existing share capital as it holds immediately prior to such issue and subject to the rules of article 7:188 of the Code. Each shareholder may exercise its preferential right in whole or in part.


The time within which the preferential subscription right may be exercised shall be fixed by the Shareholders’ Meeting or by the Board of Directors as the case may be, but shall not be less than fifteen calendar days from the date on which the subscription period was opened. The preferential subscription right shall be negotiable during the subscription period to the extent to which the Shares may be transferred.

Subject to the rules of article 7:188 of the Code, the Board of Directors may decide that preferential subscription rights which were not or were only partly exercised by any shareholders shall accrue proportionally to the other shareholders of the same class who have already exercised their subscription rights prior to the exercise by the shareholders of the other class of their second ranking preferential subscription right as the case may be. The Board of Directors shall fix the practical terms for such subscription. The Board of Directors may also conclude, upon such terms as it shall determine, all agreements intended to secure the subscription of part or all of the new Shares to be issued.

12.2  The Shareholders’ Meeting acting in accordance with article 7:191 of the Code may restrict or cancel the preferential subscription right for a purpose that is in the best interest of the Company, provided however that if the preferential subscription right is restricted or cancelled with respect to any issuance in which any existing shareholder subscribes to any Equity Interests, all existing shareholders shall be given the same right and be treated in the same way. Such equal treatment requirement shall not apply when the preferential subscription right is restricted or cancelled with respect to issuances of Equity Interests issued solely pursuant to any stock option plans or other compensation plans in the ordinary course of business.

In the case the Shareholders’ Meeting has granted an authorisation to the Board of Directors to effect a capital increase in the framework of the authorised capital and such authorisation allows the Board of Directors to do so, the Board of Directors may likewise restrict or cancel the preferential subscription right applying the same principles as set out in this paragraph.

No Restricted Shares shall be issued other than to a Restricted Shareholder exercising its preferential subscription right in respect of its holding of Restricted Shares, without prejudice to the right of the Ordinary Shareholders to exercise their second ranking preferential subscription right in accordance with article 7:188 of the Code.

12.3  The Company may proceed with a reduction in capital in accordance with articles 7:208 and following of the Code. No such reduction may affect the Restricted Shareholders unless it is approved in accordance with the procedure provided by article 7:155 of the Code, if such article is applicable.

12.4  Any issue premium booked by the Company shall be recorded in an account that is not available for distribution and may be reduced or cancelled only by a resolution of the Shareholders’ Meeting approved in accordance with the conditions of article 7:208 of the Code.

Article 13.  BONDS, SUBSCRIPTION RIGHTS AND OTHER SECURITIES GIVING RIGHT TO SHARES

13.1  The Company may issue bonds by resolution of the Board of Directors and on such conditions as it shall determine. The Shareholders’ Meeting, or the Board of Directors acting within the framework of the authorised capital, may decide to issue convertible bonds, bonds repayable into Shares, subscription rights or any other financial instrument giving right to Shares, subject to Article 12.

13.2  The holders of convertible bonds or subscription rights have the right to attend the Shareholders’ Meetings, but only in a consultative capacity.

Article 14.  PAYMENTS

14.1  The Board of Directors may make calls upon the shareholders in such amounts and at such times as it shall fix in respect of any moneys to be paid on the Shares issued further to a capital increase.

Any shareholder who, after fifteen calendar days as from notice given by registered letter, remains in default of payment, shall pay the Company interest at the statutory rate plus two per cent as from the due date. Where such failure is not remedied within one month of a second notice, the Board of Directors may declare the shareholder’s rights forfeited and cause the Shares to be sold without prejudice to the right to claim from it any remainder outstanding plus such damages as may apply.

14.2  The Board of Directors may authorise shareholders to pay in anticipation the moneys uncalled on their Shares on such terms as it shall fix.


Article 15.  ACQUISITION BY THE COMPANY OF ITS OWN SHARES

15.1  The Company may, without prior authorization from the General Meeting, in accordance with Article 7:215 of the Code, if applicable, repurchase its own Shares on or off the stock exchange up to a maximum of 20% of the Company’s issued Shares at a unit price that may not be lower than one euro (EUR 1.00) and may not exceed 20% above the highest closing price of the last twenty trading days on Euronext Brussels preceding the acquisition. This authorization was granted for a period of five years from the date of publication of the amendment to the Articles of Association resolved upon by the Extraordinary General Meeting of April 29, 2026.

15.2  The Company may, without any prior authorisation of the Shareholders’ Meeting, in accordance with article 7:218 of the Code, dispose, on or outside the stock exchange, of the Shares of the Company which were acquired by the Company under the conditions determined by the Board of Directors.

With respect to the Shares acquired by the Company as a result of the merger between the Company and Anheuser-Busch InBev SA/NV, the Board of Directors shall be entitled to dispose of such Shares only in connection with (i) any Share delivery obligations undertaken by Anheuser-Busch InBev SA/NV prior to 11 November 2015, (ii) any stock option plans or other compensation plans (including the Zenzele scheme), or (iii) any stock lending agreement or similar arrangement in respect of which the Company used the Shares for the purposes set out in items (i) and (ii).

15.3  The authorization described in Article 15.1 also applies to purchases of Shares by direct subsidiaries of the Company carried out in accordance with Article 7:221 of the Civil Code. Furthermore, direct subsidiaries of the Company may, without prior authorization from the General Meeting, dispose of the Shares without any time limitation, subject to the conditions set forth in Article 7:221 of the Code.

15.4  Indirect subsidiaries of the Company may, without any prior authorisation of the Shareholders’ Meeting, acquire or dispose of the Shares without any limitation in time, under the conditions set out in article 7:222 of the Code.

Article 16.  INDIVISIBILITY OF SECURITIES

All securities shall be held in undivided ownership vis-à-vis the Company. Without prejudice to Article 34 relating to representation at the Shareholders’ Meeting, the Company may suspend all rights attaching to securities until such time as one person shall have been appointed holder thereof vis à vis the Company.

Article 17.  SUCCESSORS IN TITLE

Subject to the other provisions of these Articles of Association, the rights and obligations attaching to a Share follow that Share, regardless of whom it is transferred to.

Neither the heirs nor the creditors of a shareholder may, on any grounds whatsoever, require the division or sale by auction of the Company’s assets, nor interfere in any way whatsoever with the administration of the Company. They shall, in exercising their rights, abide by the annual accounts and decisions of the Shareholders’ Meeting.

Article 18.  CERTIFICATION OF THE SECURITIES OF THE COMPANY

18.1  The Board of Directors may resolve that the Company will give assistance to a third party for the issuance by the third party of certificates, under the conditions set out by law, in order to represent securities issued by the Company. It may resolve that the Company will pay all or part of the charges of such certification and of the setting up and operating charges of the issuer of the certificates, insofar as such payment is in the interest of the Company.

A certificate holder or issuer or any third party of any kind may only invoke the assistance of the Company in their issuing if the Company has confirmed this assistance in writing to the issuer. The holders of such certificates may only exercise rights towards the Company that are granted to them by law if the evidence of ownership of the registered certificates have previously been approved in writing by the Company.

18.2  Any issuer of certificates, whether or not issued with the assistance of the Company, intending to participate in a Shareholders’ Meeting and exercise the voting rights attached to the certified securities, shall comply with the formalities described in Articles 33.1 to 33.3. Any holder of certificates issued with the assistance of the Company, intending to attend a Shareholders’ Meeting in a consultative capacity, shall comply with the formalities described in Article 33.4.

Article 19.  COMPOSITION OF THE BOARD OF DIRECTORS

19.1  The Company shall be managed by a Board of Directors comprising a minimum of three and a maximum of fifteen directors. The directors may be natural persons or legal entities and may but


need not be shareholders. The directors are appointed by the Shareholders’ Meeting and are dismissible by it at any time.

19.2  When a legal entity is appointed as a director, it must specifically appoint a natural person as its permanent representative, to carry out the office of director in the name and on behalf of the legal entity. The legal entity may not revoke its permanent representative without simultaneously appointing a successor. The appointment and termination of the office of the permanent representative are governed by the same disclosure rules as if he/she were exercising the office on his/her own behalf.

19.3   The Board of Directors shall be composed as follows:

  (a)

four directors shall be independent directors appointed by the Shareholders’ Meeting upon proposal by the Board of Directors;

  (b)

so long as the Stichting Anheuser-Busch InBev and/or any of its Affiliates, any of their respective Successors or Successors’ Affiliates (together, the Reference Shareholder) own, in aggregate, more than 30% of the Shares with voting rights in the share capital of the Company, eight directors shall be appointed by the Shareholders’ Meeting upon proposal by the Reference Shareholder; and

  (c)

so long as the Restricted Shareholders together with their Affiliates, any of their respective Successors and/or Successors’ Affiliates own, in aggregate (and taking into account the Ordinary Shares referred to in Article 20.2(b)):

  (i)

more than 13.5% of the Shares with voting rights in the share capital of the Company, three directors shall be appointed by the Shareholders’ Meeting upon proposal by the Restricted Shareholders in accordance with the procedure set out in Article 21 (each director appointed in accordance with such procedure being a Restricted Share Director);

  (ii)

more than 9% but not more than 13.5% of the Shares with voting rights in the share capital of the Company, two Restricted Share Directors shall be appointed;

  (iii)

more than 4.5% but not more than 9% of the Shares with voting rights in the share capital of the Company, one Restricted Share Director shall be appointed; and

  (iv)

4.5% or less than 4.5% of the Shares with voting rights in the share capital of the Company, they shall no longer have the right to propose any candidate for appointment as a member of the Board of Directors and no Restricted Share Director shall be appointed;

it being understood that, for the purpose of determining the number of directors to be appointed upon proposal of the Reference Shareholder and the Restricted Shareholders, the percentage of Shares with voting rights held respectively by the Reference Shareholder and the Restricted Shareholders (together with their Affiliates, respective Successors and/or Successors’ Affiliates) shall be computed in accordance with the rules set out in Article 20.

19.4  The term of office of directors shall be as follows:

  (a)

with respect to all directors except the Restricted Share Directors, unless the Shareholders’ Meeting sets a shorter term, the term of office shall terminate immediately after the closing of the fourth ordinary Shareholders’ Meeting following the date of their appointment (or such shorter term decided by the Shareholders’ Meeting);

  (b)

with respect to all Restricted Share Directors, the term of office shall terminate immediately after the closing of the next ordinary Shareholders’ Meeting following the date of their appointment; and

  (c)

all directors shall be eligible for re-election.

19.5  If, any time between two ordinary Shareholders’ Meetings, the number of Restricted Share Directors which the Restricted Shareholders are entitled to propose for appointment to the Board of Directors pursuant to Articles 19.3(c), 20.2(a) and 20.2(b) (the Permitted Number) becomes and remains lower than the number of Restricted Share Directors that are members of the Board of Directors, the Board of Directors shall remain composed of the same number of Restricted Share Directors until the next ordinary Shareholders’ Meeting. At such Shareholders’ Meeting, the Restricted Shareholders shall be entitled to present only a number of candidates for appointment to the Board of Directors equal to the Permitted Number.

Article 20.  CALCULATION OF THE NUMBER OF DIRECTORS TO BE PRESENTED BY THE REFERENCE SHAREHOLDER AND THE RESTRICTED SHAREHOLDERS

20.1  For the purpose of calculating the percentage of Shares with voting rights in the share capital of the Company owned by the Reference Shareholder in order to determine the number of


directors to be proposed by the Reference Shareholder under Article 19.3, the following rules shall apply:

  (a)

any Shares in the Company (i) issued pursuant to stock option plans or other compensation plans after 10 October 2016, (ii) disposed of by the Company pursuant to Article 15.2, to the extent such shares were owned by the Company as at 10 October 2016, or (iii) owned by the Company or any of its subsidiaries within the meaning of article 1:15 of the Code on the date set out in Article 20.1(b), shall be disregarded for the purposes of calculating the total number of shares with voting rights in the share capital of the Company; and

  (b)

the percentage of Shares owned by the Reference Shareholder shall be calculated on the basis of the number of Shares owned by it on the 120th calendar day prior to the relevant Shareholders Meeting at which the appointment, re-election or confirmation of co-optation of any director proposed by the Reference Shareholder is to be decided.

20.2  For the purpose of calculating the percentages of Shares with voting rights in the share capital of the Company owned by a Restricted Shareholders Group (or all Restricted Shareholder Groups in aggregate) in order to determine the number of Restricted Share Directors to be proposed under Article 19.3, the following rules shall apply:

  (a)

any Shares in the Company (i) issued pursuant to stock option plans or other compensation plans after 10 October 2016, (ii) disposed of by the Company pursuant to Article 15.2, to the extent such shares were owned by the Company as at 10 October 2016, or (iii) owned by the Company or any of its subsidiaries within the meaning of article 1:15 of the Code on the date set out in Article 20.2(c), shall be disregarded for the purposes of calculating the total number of shares with voting rights in the share capital of the Company;

  (b)

with respect to each person who, as at 10 October 2016, owned Restricted Shares in its own name, as long as such person or any member of its Restricted Shareholder Group still owns at least one Restricted Share in its own name, any Ordinary Shares owned by, or on behalf of, such Restricted Shareholder Group shall be added to the number of remaining Restricted Shares owned by such Restricted Shareholder Group provided that, on the date set out in Article 20.2(c), such Ordinary Shares are in registered form:

  (i)

in the name of any member of such Restricted Shareholder Group which member owns at least one Restricted Share;

  (ii)

in the name of any member of such Restricted Shareholder Group which member does not itself own at least one Restricted Share and, where at the latest on the tenth calendar day following the date set out in Article 20.2(c), the Company has received (aa) a notice from the member of the Restricted Shareholder Group owning such Ordinary Shares confirming that it is a member of a Restricted Shareholder Group and identifying which such Restricted Shareholder Group, and (bb) a notice from one or more members of the relevant Restricted Shareholder Group which own(s) at least one Restricted Share confirming that such person is a member of the Restricted Shareholder Group;

  (iii)

in the name of a custodian owning such Ordinary Shares on behalf of any member of such Restricted Shareholder Group which has the right to exercise the voting rights in respect of such Ordinary Shares as a result of holding an interest in such Ordinary Shares, and where, at the latest on the tenth calendar day following the date set out in Article 20.2(c), the Company has received (aa) a notice from the relevant custodian confirming that, on the date set out in Article 20.2(c), such Ordinary Shares were owned by such custodian on behalf of such member of such Restricted Shareholder Group, and (bb) a notice from such member of such Restricted Shareholder Group confirming that, on the same date, it is a member of the Restricted Shareholder Group owning at least one Restricted Share and identifying which such Restricted Shareholder Group and confirming that such Ordinary Shares were owned on its behalf by such custodian (it being understood that Ordinary Shares will not be deemed to be owned on behalf of a Restricted Shareholder Group by a custodian as a result only of (x) being loaned to such custodian or being subject to any similar arrangement, or (y) being owned by a custodian in connection with a derivative or hedging arrangement between the custodian and the relevant member of the Restricted Shareholder Group except where the custodian directly or indirectly acquired or received such Ordinary Shares from a member of the Restricted Shareholder Group);


  (c)

the number and percentage of Restricted Shares and Ordinary Shares held by a Restricted Shareholder Group in accordance with Articles 19.3(c), 20.2(a), 20.2(b) and 21.3 shall be calculated on the basis of the number of such Shares held by it on the 120th calendar day prior to the relevant Shareholders’ Meeting at which the appointment, re-election or confirmation of co-optation of a Restricted Share Director is to be decided (each such Shareholders’ Meeting being an Appointment Shareholders’ Meeting), except as follows:

  (i)

if the Appointment Shareholders’ Meeting is not the ordinary Shareholders’ Meeting referred to in Article 32.1, where this number and percentage shall be calculated on such other date determined by the Board of Directors and announced not later than the tenth calendar day prior to such date; or

  (ii)

in the instance set out in Article 22.1(c), where this number and percentage shall be calculated on the date set out in Article 22.4;

  (d)

if any person which is a member of a Restricted Shareholder Group ceases to be part of the Restricted Shareholder Group referred to in the notice provided in accordance with Article 20.2(b)(ii) or 20.2(b)(iii), it shall promptly notify the Company; and

  (e)

in any event, the Restricted Shareholders (together with any other person which is a member of any Restricted Shareholder Group) shall never be entitled to have more than three directors appointed upon their proposal.

Article 21.  APPOINTMENT OF RESTRICTED SHARE DIRECTORS

21.1  Except where:

  (a)

the Board of Directors has received from a Requisite Majority (as defined below) written resolutions in compliance with the rules set out in Articles 21.4 to 21.6 proposing a sufficient number of candidates so that, if such candidates are appointed or re-elected or their co-optation is confirmed, the Board of Directors will be composed of the Permitted Number of Restricted Share Directors, or

  (b)

the confirmation of the co-optation of any Restricted Share Directors is to be submitted to a Shareholders’ Meeting which is not otherwise an Appointment Shareholders Meeting and the fact that such confirmation is to be submitted to such Shareholders’ Meeting is announced less than 130 calendar days prior to the date of the Shareholders’ Meeting,

the Board of Directors shall convene a meeting of the Restricted Shareholders (a Restricted Shareholders’ Meeting) at least 90 calendar days in advance of any Appointment Shareholders’ Meeting in order for Restricted Shareholders to vote for the candidates to be presented for re-election, appointment or confirmation of co-optation as Restricted Share Director, at such Appointment Shareholders’ Meeting. Such Restricted Shareholders’ Meeting shall be held at least 60 calendar days prior to the Appointment Shareholders’ Meeting.

21.2  At least 10 calendar days prior to any Restricted Shareholders’ Meeting, any Restricted Shareholder may propose one or more candidates to be presented for appointment as Restricted Share Directors to the Board of Directors and the other Restricted Shareholders. During the Restricted Shareholders’ Meeting, Restricted Shareholders shall vote to select the Restricted Share Directors to be appointed among such candidates in one round of voting in accordance with the rules set out in Article 21.3.

21.3  The following rules shall apply between the Restricted Shareholders in respect of any Restricted Shareholders’ Meeting to select candidates to be presented to the Board of Directors for re-election, appointment or confirmation of co-optation as Restricted Share Directors:

  (a)

each Restricted Shareholder Group shall have one vote for each Restricted Share and each Ordinary Share referred to under Article 20.2(b) (all such Shares together the Restricted Shareholder Voting Shares), provided that:

  (i)

if the aggregate of the Restricted Shareholder Voting Shares owned by, or on behalf of, any Restricted Shareholder Group exceeds 175% of the aggregate number of Restricted Shares held by such Restricted Shareholder Group on 10 October 2016 (or the relevant adjusted number taking account of any change to Restricted Shares as referred to in Article 8.1), such Restricted Shareholder Group shall together not be entitled to exercise more than the number of votes equal to 175% of the number of the Restricted Shares owned by, or on behalf of, such Restricted Shareholder Group on 10 October 2016 (or the relevant adjusted number taking account of any change to Restricted Shares as referred to in Article 8.1);

  (ii)

if any Restricted Shareholder Group wishes to exercise the additional votes attaching to any Ordinary Shares referred to in Article 20.2(b) owned by, or on behalf of, such


 

Restricted Shareholder Group, such Restricted Shareholder Group must cast all of the votes attaching to its Restricted Shareholder Voting Shares in favour of no more than two candidates; and

  (iii)

no candidate shall be eligible to receive such additional votes from more than one Restricted Shareholder Group (it being understood that, in the event any one candidate receives such additional votes from more than one Restricted Shareholder Group, such candidate shall be deemed to have received the number of additional votes of the Restricted Shareholder Group casting the most additional votes in favour of such candidate);

  (b)

all candidates will be proposed in one single round of voting where all votes attaching to all Restricted Shareholder Voting Shares may be cast;

  (c)

subject to Article 21.3(a)(ii), any vote may be cast in favour of any candidate and a Restricted Shareholder may cast its votes in any manner it chooses between the candidates (including by exercising all votes in favour of a single candidate or dividing its votes in any proportion it chooses among more than one candidate);

  (d)

the candidate(s) having received the highest number of votes up to the number of Restricted Share Directors to be appointed in accordance with Article 19.3 shall be presented to the Appointment Shareholders’ Meeting for appointment; and

  (e)

following each Restricted Shareholders’ Meeting, the Company shall as promptly as reasonably practicable notify the Restricted Shareholders of (i) the identity of the candidates selected by the Restricted Shareholders for appointment, re-election or confirmation of co-optation as Restricted Share Directors (as applicable) by the ensuing Appointment Shareholders’ Meeting and (ii) with respect to each candidate so identified, the Restricted Shareholder Group that cast the most votes in favour of such candidate at such Restricted Shareholders’ Meeting (the Proposing Holder).

21.4  Decisions of the Restricted Shareholders’ Meetings can also validly be taken by written resolutions of a Requisite Majority, provided that (i) one or more persons who constitute or may constitute a Requisite Majority and intend to act by way of written resolutions pursuant to this Article (if they do constitute a Requisite Majority) appoint a representative to communicate with the Board of Directors in connection therewith (a Restricted Shareholder Representative) and (ii) between 115 and 135 calendar days prior to the applicable Appointment Shareholders’ Meeting (or in the case of written resolutions in connection with a vacancy pursuant to Article 22.1(c), within 10 calendar days of the vacancy arising), such Restricted Shareholder Representative notifies to the Board of Directors the intention of such person(s) to act by way of written resolution pursuant to this Article 21.4 together with the identity of each such person (a Restricted Shareholder Representative’s Notice).

For the purpose of these Articles of Association, a Requisite Majority shall mean persons having the right to exercise the voting rights as a result of holding directly or indirectly not less than the minimum number of Restricted Shareholder Voting Shares that would be necessary to select the Permitted Number of candidates for appointment, re-election or confirmation of co-optation as Restricted Share Directors at a Restricted Shareholders’ Meeting at which all Restricted Shareholder Voting Shares were present and voted (subject to the restrictions set out in Article 21.3(a)), irrespective of how any Restricted Shareholder Voting Shares held by other persons would have been voted at such meeting (other than as a result of the restrictions set out in Article 21.3(a)).

21.5  The Company shall, at least 105 calendar days prior to any applicable Appointment Shareholders’ Meeting (or in the case of a written resolution in connection with a vacancy pursuant to Article 22.1(c), within 10 calendar days of the Restricted Shareholder Representative’s Notice), provide the Restricted Shareholder Representative with (i) a form of written resolutions that may be used by the Requisite Majority to specify candidates for appointment, re-election or confirmation of co-optation as Restricted Share Directors pursuant to Article 21.4 at the next Appointment Shareholders’ Meeting or, as applicable, in order to fill a vacancy pursuant to Article 22.1(c), and (ii) a statement of the number of Restricted Share Directors eligible to be appointed (including any re-elections or confirmations of co-optation) in accordance with Article 19.3(c) or, as applicable, the number of vacancies to be filled in accordance with Article 22.1(c). If the Company concludes that the person(s) identified in the Restricted Shareholder Representative’s Notice in relation to any applicable Appointment Shareholders’ Meeting do not constitute a Requisite Majority, the Board of Directors shall convene a Restricted Shareholders’ Meeting in accordance with Article 21.1. Written resolutions delivered pursuant to Article 21.4 shall specify, with respect to each candidate specified for appointment as a Restricted Share


Director by such written resolutions, the Restricted Shareholder Group which shall be deemed to be the Proposing Holder.

21.6  The Restricted Shareholder Representative (if any) shall notify the Board of Directors of the identity of the candidate(s) selected to be presented for appointment, re-election or confirmation of co-optation as Restricted Share Directors at the latest 95 calendar days prior to the date of the Appointment Shareholders’ Meeting by sending to the Board of Directors a copy of the written resolutions of the Restricted Shareholders (or in the case of written resolutions in connection with a vacancy pursuant to Article 22.1(c), within 30 calendar days following the vacancy arising). The candidates notified to the Board of Directors in accordance with this Article 21.6 shall be presented to the Appointment Shareholders’ Meeting for appointment, re-election or confirmation of co-optation, it being understood that the Restricted Shareholders shall not be allowed to notify for appointment, re-election or confirmation of co-optation as Restricted Share Directors in aggregate more candidates than the Permitted Number.

21.7  If, for any reason, the Restricted Shareholders propose fewer (or no) candidates for appointment, re-election and confirmation of co-optation as Restricted Share Directors in aggregate at any Appointment Shareholders’ Meeting so that, if such candidates are appointed or re-elected or their co-optation is confirmed (as applicable), the Board of Directors will be composed of fewer than the Permitted Number of Restricted Share Directors, the Board of Directors shall be validly composed of a lower number of Restricted Share Directors than is foreseen in Article 19.3 until the next Appointment Shareholders’ Meeting.

Article 22.  VACANCIES

22.1  When a position on the Board of Directors becomes vacant, the remaining directors shall have the right to temporarily fill the vacancy by appointing a candidate proposed by:

  (a)

the Board of Directors, in the case of a vacancy relating to an independent director;

  (b)

the Reference Shareholder, in the case of a vacancy relating to a director appointed upon proposal of the Reference Shareholder; or

  (c)

in the case of a vacancy relating to a Restricted Share Director, the following in descending order of precedence:

  (i)

the applicable Proposing Holder (if such Proposing Holder then holds a Sufficient Restricted Shareholding) by written proposal notified to the Board of Directors at the latest on the 15th calendar day following the vacancy arising;

  (ii)

if (i) does not apply, a Requisite Majority of Restricted Shareholders acting by written resolutions notified to the Board of Directors at the latest on the 30th calendar day following the vacancy arising; and

  (iii)

if neither (i) nor (ii) applies, a Restricted Shareholders’ Meeting.

Sufficient Restricted Shareholding means, with respect to a Proposing Holder, the direct and indirect holding by such Proposing Holder of no less than the minimum number of Restricted Shareholder Voting Shares that would be necessary for such Proposing Holder to be capable of selecting such number of candidates for appointment to the Board of Directors at a Restricted Shareholders’ Meeting at which all Restricted Shareholder Voting Shares were present and voted (subject to the restrictions set out in Article 21.3(a)), irrespective of how any Restricted Shareholder Voting Shares held by other persons would have been voted at such meeting (other than as a result of the restrictions set out in Article 21.3(a)), as is at least equal in the aggregate to the number of candidates being proposed by such Proposing Holder pursuant to the preceding sentence of this Article 22.1 plus the number of continuing Restricted Share Director (if any) in respect of which it is the Proposing Holder.

22.2  Any temporary appointment effected in accordance with Article 22.1 shall (i) be subject to confirmation at the next Shareholders’ Meeting unless the Board of Directors, the Reference Shareholder or the Restricted Shareholders’ Meeting (or a Requisite Majority of Restricted Shareholders), as applicable, propose an alternative candidate in accordance with the rules set out in Articles 19 to 21, and (ii) subject to such confirmation, be for a term equal to the remainder of the term of the director who held office prior to such vacancy arising.

22.3  In the event of a Restricted Shareholders’ Meeting in the situation referred to in Article 22.1(c)(iii):

  (a)

the Restricted Shareholders’ Meeting shall be convened by the Board of Directors at the latest on the 40th calendar day following the vacancy arising and held within 70 calendar days of the vacancy arising;


  (b)

at least 10 calendar days prior to any such Restricted Shareholders’ Meeting, any Restricted Shareholder may propose one or more candidates to be proposed to the Restricted Shareholders’ Meeting as the candidate (in the case of a single vacancy) or candidates (in the case of multiple vacancies) to be proposed for co-optation to the Board of Directors; and

  (c)

the candidate (in the case of a single vacancy) or candidates (in the case of multiple vacancies) to be proposed for co-optation to the Board of Directors shall be selected in a single round of voting where all votes attaching to Restricted Shareholder Voting Shares may be cast and the provisions of Article 21.3 shall apply mutatis mutandis thereto.

22.4  In the instance set out in Article 22.1(c), the number and percentage of Restricted Shares and Ordinary Shares held by a Restricted Shareholder Group shall be calculated on the basis of the number of such Shares held by it on the 120th calendar day prior to the ordinary Shareholders’ Meeting referred to in Article 32.1 held most recently prior to the vacancy arising.

Article 23.  CHAIRPERSON OF THE BOARD

The Board of Directors shall elect one of its members to be chairperson, who shall be an independent director appointed in accordance with Article 19.3(a) or a Restricted Share Director appointed in accordance with Article 19.3(c). The Board may elect one or more vice-chairperson(s). The Shareholders’ Meeting may, upon proposal of the Board of Directors, confer honorary status on former chairpersons, vice-chairpersons or directors. The Board of Directors may then invite them to attend its meetings in an advisory capacity.

Article 24.  BOARD MEETINGS

24.1  The Board of Directors shall meet as frequently as the interests of the Company shall require. The Board of Directors shall hold regular meetings at such times as may be from time to time fixed by a resolution of the Board of Directors.

A meeting of the Board of Directors shall be held without notice immediately before the ordinary Shareholders’ Meeting. In addition, special meetings of the Board of Directors may be called and held at any time upon the call of either the chairperson of the Board of Directors or at least two directors, by notice to each director at least three Business Days before the meeting. Reasonable efforts shall be made to ensure that each director actually receives timely notice of any such special meeting. Where duly justified by emergency and by the corporate interest of the Company, the above notice period of three Business Days may be waived by the unanimous consent of the directors expressed in writing.

24.2  Convening notices may validly be made in writing, or sent by electronic mail, provided that no notice (other than the resolution fixing their time) need be given as to regularly scheduled meetings. Meetings of the Board of Directors shall be convened at the registered office of the Company or at the place indicated in the notice convening the meeting.

24.3  The meetings of the Board of Directors shall be conducted under the chairpersonship of the chairperson of the Board of Directors or, in case of impediment, a vice-chairperson (if any has been elected) or a director appointed by his/her fellow directors.

24.4  Any or all of the directors may participate in a meeting of the Board of Directors by means of telephone, videoconference or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting by such means shall constitute presence in person at such meeting.

Decisions of the Board of Directors may also be adopted, without any physical meeting, by the unanimous consent of the directors expressed in writing.

24.5  The Board of Directors may invite one or more individuals whether or not employees of the Company or its subsidiaries within the meaning of article 1:15 of the Code, to contribute their experience and knowledge to the deliberations of the Board of Directors and may, to that effect and for a duration that it determines for each of them, allow them to attend its meetings, in whole or in part, in an advisory and non-voting capacity. Such individuals will not qualify as director for the purpose of these Articles of Association, the Code or any other purpose. The Board of Directors determines the amount of their remuneration.

24.6  All directors shall be provided with all information that the Board of Directors considers necessary for the performance of its duties and all information that the Board of Directors considers is material to the Company.

Article 25.  DELIBERATIONS

25.1  The Board of Directors may validly deliberate only if the majority of the directors are present or represented. As an exception, in any case of force majeure, the quorum for the Board of Directors shall be four directors present or represented and the Board of Directors may validly deliberate


only with respect to actions required to be taken to protect the interests of the Company in connection with the circumstances of force majeure.

25.2  Any director may grant a proxy to another director in order to be represented at a specific meeting. Such proxies must be recorded in a proxy form bearing the director’s signature (which may be a digital signature as defined in the Civil Code) and must be notified to the Board of Directors by letter, or e-mail. However, no director may hold a proxy for more than one director. A director so represented shall be deemed to be present in person.

25.3  Decisions at a meeting of the Board of Directors shall be taken by a majority of the votes cast, without taking into account abstentions. In case of an equality of votes, the chairperson of the meeting shall not have any casting vote.

Article 26.  MINUTES OF BOARD MEETINGS

The decisions of the Board of Directors shall be recorded in minutes, kept at the registered office of the Company, and signed by the person acting as chairperson and a majority of members present at the meeting (including the chairperson).

Copies and extracts of the minutes under private deed may validly be signed by two directors, by a person to whom the day-to-day management of the Company has been delegated or by the Company Secretary.

Article 27.  POWERS OF THE DIRECTORS

The Board of Directors shall have the powers to do all that is necessary or useful to achieve the corporate purpose of the Company, with the exception of those powers reserved to the Shareholders’ Meeting by law or these Articles of Association.

Irrespective of the Board of Directors’ general powers of representation as a collegial body, the Company shall be validly represented by two directors acting jointly.

Article 28.  CONFLICTS OF INTEREST AND RELATED-PARTY TRANSACTIONS

Directors will be required to arrange their personal and business affairs so as to avoid conflicts of interest with the Company within the meaning of article 7:96 of the Code. Any director with a direct or indirect conflicting financial interest on any matter before the Board of Directors will be required to bring it to the attention of both the statutory auditor and fellow directors, will not take part in any deliberation and vote related thereto, and will not be taken into account for the purpose of calculating the quorum for the vote by the Board of Directors on such matter. Conflicts of interest within the meaning of article 7:96 of the Code will be disclosed in accordance with the relevant legal provisions.

Any proposed related party decision or transaction falling within the scope of article 7:97 of the Code shall be submitted to a committee of three independent directors in accordance with such article and shall only be entered into after review by such committee.

Article 29.  EXECUTIVE COMMITTEE - DELEGATED POWERS

29.1  The Board of Directors may set up an executive committee from amongst or outside its members (the Executive Committee) which shall not constitute a management board within the meaning of articles 7:104 and 7:107 of the Code. It shall fix the powers and procedures thereof and set the remuneration of its members which shall be charged to overheads.

29.2  The Board of Directors may confer the powers of day-to-day management of the Company, together with the power to represent the Company for such day-to-day management, upon one or more persons who may but need not be directors.

29.3  The Board of Directors, the Executive Committee, and the persons with the powers of day-to-day management within the limits of those daily management powers, may likewise grant special and specific authority to one or more persons of their choice. The production of a copy of the decision of the Board of Directors or the authority conferred by one or more persons with the powers of day-to-day management, by the Executive Committee or agents holding special authority shall constitute sufficient proof of their powers.

Article 30.  AUDIT

30.1  The financial position, annual accounts and compliance with the law and these Articles of Association of transactions required to be disclosed in the annual accounts shall be audited by one or more statutory auditors, who may be natural or legal persons, appointed by the Shareholders’ Meeting.

30.2  The statutory auditors shall hold office for renewable periods of three years. The appointment of retiring auditors which have not been re-appointed shall terminate immediately after the closing of the ordinary Shareholders’ Meeting.


Article 31.  REMUNERATION – EMOLUMENTS

The Shareholders’ Meeting may grant the directors’ emoluments, which shall be chargeable to overheads.

The statutory auditor(s) shall be remunerated by a fixed fee determined by the Shareholders’ Meeting at the beginning of his or her (their) mandate and which may be changed only by agreement between the parties.

The Company is authorised to deviate from the provisions of article 7:91, indents 1 and 2, of the Code, in respect of any persons falling within the scope of such provisions.

Article 32.  SHAREHOLDERS’ MEETINGS

32.1  The ordinary Shareholders’ Meeting shall be held, each year, on the second Wednesday of April at 11:00 am Belgian time, in one of the municipalities of the Brussels-Capital Region, in Leuven or in Liège, at the place designated by the convening notice. If such day is a legal public holiday in Belgium, the meeting shall be held at the same hour on the following Business Day.

32.2  The Board of Directors or the statutory auditor of the Company will be able to convene any ad hoc, special or extraordinary Shareholders’ Meeting. Shareholders representing 10% of the Company’s capital will also be able to request the Board of Directors to convene a Shareholders’ Meeting. The ad hoc, special or extraordinary Shareholders’ Meetings shall be held on the day, at the hour and in the place designated by the convening notice. They may be held at locations other than the registered office.

32.3  The notice made by the Board of Directors may validly be signed by the chairperson or by a person to whom the day-to-day management has been delegated.

Article 33.  ADMISSION TO SHAREHOLDERS’ MEETINGS

33.1  In order to have the right to participate in and vote at the Shareholders’ Meeting, shareholders must:

  (a)

have the ownership of their Shares recorded in their name, as at 24:00 Belgian time on the fourteenth calendar day preceding the date of the Shareholders’ Meeting (the Record Date):

  (i)

through registration in the register of the registered Shares of the Company, for holders of registered Shares; or

  (ii)

through book-entry in the accounts of an authorised account holder or clearing organisation, for holders of dematerialised Shares; and

  (b)

notify the Company (or the person designated by the Company) by returning a signed original paper form or, if permitted by the Company in the notice convening the Shareholders’ Meeting, by sending a form electronically (in which case the form shall be signed by means of an electronic signature in accordance with applicable Belgian law), at the latest on the sixth calendar day preceding the day of the Shareholders’ Meeting, of their intention to participate in the Shareholders’ Meeting, indicating the number of Shares in respect of which they intend to do so. In addition, the holders of dematerialised Shares must, at the latest on the same day, provide the Company (or the person designated by the Company), or arrange for the Company (or the person designated by the Company) to be provided, with an original certificate issued by an authorised account holder or a clearing organisation certifying the number of Shares owned on the Record Date by the relevant shareholder and for which it has notified its intention to participate in the Shareholders’ Meeting.

An issuer of certificates representing registered Shares must notify its capacity as an issuer to the Company, which will record such capacity in the register of such Shares. An issuer who does not notify its capacity to the Company can only vote at a Shareholders’ Meeting if the written notification indicating its intention to participate in that Shareholders’ Meeting specifies its capacity of issuer.

An issuer of certificates representing dematerialised Shares must notify its capacity of issuer to the Company before exercising any vote, at the latest through the written notification indicating its intention to participate in the Shareholders’ Meeting, failing which such Shares cannot participate in voting.

33.2  Any shareholder with the right to vote may either personally participate in the Shareholders’ Meeting or give a proxy to another person, who need not be a shareholder, to represent it at a Shareholders’ Meeting.

A shareholder may designate, for a given Shareholders’ Meeting, only one person as proxy holder, except in circumstances where Belgian law allows the designation of multiple proxy holders.


The appointment of a proxy holder may take place in paper form or electronically (in which case the form shall be signed by means of an electronic signature in accordance with applicable Belgian law), through a form which shall be made available by the Company. The signed original paper form or electronic form must be received by the Company at the latest on the sixth calendar day preceding the date of the Shareholders’ Meeting.

Any appointment of a proxy holder shall comply with relevant requirements of applicable Belgian law in terms of conflicting interests, record keeping and any other applicable requirement.

33.3  Prior to the Shareholders’ Meeting, the shareholders or their proxies are required to sign an attendance sheet, indicating their first name, last name, and place of residence or corporate denomination and registered office, as well as the number of Shares in respect of which they are participating in the Shareholders’ Meeting. Representatives of legal entities must provide the documents evidencing their capacity as bodies or special proxy holders.

The natural persons, shareholders, bodies or proxy holders who take part in the Shareholders’ Meeting must be able to prove their identity.

33.4  The holders of profit sharing certificates, non-voting shares, subscription rights, convertible bonds as well as the holders of certificates issued with the assistance of the Company and representing securities issued by the latter, may insofar as the law entitles them to do so attend the Shareholders’ Meeting, and, as the case may be, participate in voting. If they propose to participate, they are subject to the same formalities concerning admission and access, and forms and filing of proxies, as those imposed on the shareholders.

Article 34.  COMPETING RIGHTS

Co-owners, as well as pledgors and pledgees, must be represented by a sole person. The usufructuaries will represent the bare owners unless otherwise provided in the deed establishing the usufruct or agreed upon. In the event of dispute between the bare owner and the usufructuary concerning the existence or scope of such agreement or provision, only the usufructuary shall be admitted to participate in the Shareholders’ Meeting and participate in voting.

Article 35.  REMOTE VOTING BEFORE THE SHAREHOLDERS’ MEETING

Any shareholder may vote remotely before the Shareholders’ Meeting, by sending a paper form made available by the Company or, if permitted by the Company in the notice convening the Shareholders’ Meeting, by sending a form electronically (in which case the form shall be signed by means of an electronic signature in accordance with applicable Belgian law). The original signed paper form must be received by the Company at the latest on the sixth calendar day preceding the date of the Shareholders’ Meeting. Voting through the sending of the signed electronic form may occur until the calendar day before the date of the Shareholders’ Meeting.

The Company may also organise a remote vote before the Shareholders’ Meeting through other electronic communication methods, such as, among others, through one or several websites. It shall specify the practical terms of any such remote vote in the convening notice.

The Company will ensure that, when arranging remote electronic voting before the Shareholders’ Meeting, either through the sending electronically of a form or through other electronic communication methods, the Company is able, through the system used, to control the identity and capacity as shareholder of each person casting a vote electronically.

Shareholders voting remotely, must, in order for their vote to be taken into account for the calculation of the quorum and voting majority, comply with the conditions set out in Article 33.

Article 36.  CHAIRPERSONSHIP AND OFFICE

The Shareholders’ Meeting shall be chaired by the chairperson of the Board of Directors, or, in case of absence or impediment, by a vice-chairperson, or in the absence of all such, by a director previously appointed for this purpose by the Board of Directors, or, in the absence of such appointment, by any of the directors present.

The chairperson of the meeting shall appoint the secretary, who does not need to be a shareholder. If the number of participants so requires, he or she shall appoint two tellers from among the shareholders or their representatives. The chairperson, the secretary and the tellers together form the office of the Shareholders’ Meeting.

The chairperson can appoint the office of the meeting prior to the opening of the meeting, and the latter can proceed to the verification of the powers of the participants prior to this opening.

Article 37.  AGENDA AND DELIBERATIONS

37.1  The Shareholders’ Meeting may deliberate only the items on its agenda.

37.2  One or more shareholders representing at least 3% of the capital of the Company may request for items to be added to the agenda and submit resolution proposals in relation to existing


agenda items or new items to be added to the agenda provided that they evidence the holding of such 3% shareholding as at the date of their request by a certificate evidencing the registration of the Shares in the register of Shares of the Company with respect to registered Shares or by a certificate issued by an authorised account holder or a clearing organisation certifying the book-entry of the Shares in one or more accounts held by such account holder or clearing organisation, with respect to dematerialised Shares.

Such right shall not be available in relation to a second extraordinary Shareholders’ Meeting that is convened for lack of a quorum at the first extraordinary Shareholders’ Meeting.

The new agenda items and/or resolution proposals should be received by the Company in signed original paper form or electronically (in which case the form shall be signed by means of an electronic signature in accordance with applicable Belgian law), at the latest on the twenty-second calendar day preceding the date of the Shareholders’ Meeting and the Company shall publish a revised agenda at the latest on the fifteenth calendar day preceding the date of the Shareholders’ Meeting.

The handling of such new agenda items and/or resolution proposals during the Shareholders’ Meeting is subject to the relevant shareholder(s) having satisfied, with respect to Shares representing at least 3% of the capital, the conditions set forth in Article 33.

37.3  Each Share gives its holder the right to one vote at Shareholders’ Meetings.

For all matters, except as otherwise provided in these Articles of Association or by law, resolutions shall be passed by a majority of the votes cast.

Voting shall be by show of hands or through electronic devices.

37.4  Shareholders’ Meetings may be broadcast by way of live or recorded video conferences or audio conferences, in part or as a whole, via one or more websites as the case may be, from the place where the meeting is held to one or more remote places where some people, identified or not, are located. Physical persons who attend a Shareholders’ Meeting agree by this very fact that their picture may be so transmitted.

Article 38.  MINUTES OF THE SHAREHOLDERS’ MEETING

The minutes of Shareholders’ Meetings shall be signed by the chairperson of the Shareholders’ Meeting, the secretary, the tellers and such shareholders (or proxies) who wish to do so.

Copies and extracts of the minutes under private deed may validly be signed by two directors, by a person to whom the day-to-day management of the Company has been delegated or by the Company Secretary.

Article 39.  ADJOURNMENTS

39.1  Irrespective of the items on the agenda, the Board of Directors may adjourn any ordinary or other Shareholders’ Meeting. It can use this right at any time, but only after the opening of the meeting. Its decision, which does not have to be justified, must be notified to the Shareholders’ Meeting before the end of the meeting, and mentioned in the minutes.

Such adjournment cancels all decisions taken during the Shareholders’ Meeting.

39.2  The adjourned Shareholders’ Meeting shall be held again within five weeks with the same agenda. Shareholders wishing to participate in such Shareholders’ Meeting shall fulfil the admission conditions set out in Article 33.1(a) and (b). To this effect, a record date shall be set on the fourteenth calendar day at 24:00 Belgian Time preceding the date of the second Shareholders’ Meeting.

Article 40.  POWERS OF THE SHAREHOLDERS’ MEETING

A duly constituted Shareholders’ Meeting represents all the shareholders.

The Shareholders’ Meeting has the powers conferred on it by law. In addition, any acquisition or disposal of tangible assets by the Company for an amount higher than the value of one third of the Company’s consolidated total assets as reported in the Company’s most recent audited consolidated financial statements shall be within the exclusive jurisdiction of the Shareholders’ Meeting and shall be adopted with a majority of at least 75% of the votes cast at the Shareholders’ Meeting, regardless of the number of Shares attending or represented.

Article 41.  TRANSACTIONS WITH A MAJOR SHAREHOLDER

In the event of (i) a contribution in kind to the Company with assets owned by any person or entity which is required to file a transparency declaration pursuant to applicable Belgian law or a subsidiary (within the meaning of article 1:15 of the Code) of such person or entity, or (ii) a merger of the Company with such a person or entity or a subsidiary of such person or entity, then such person or entity and its subsidiaries shall not be entitled to vote on the resolution submitted to the Shareholders’ Meeting to approve such contribution in kind or merger.


Article 42.  ACCOUNTING RECORDS

The financial year shall begin on the first of January and end on the thirty-first of December each year.

At the end of each financial year, the Board of Directors shall draw up an inventory and the annual accounts of the Company.

Article 43.  PROFIT ALLOCATION

The Shareholders’ Meeting shall allocate the net profit on the recommendation of the Board of Directors, provided that no less than 5% of the net profits of the Company, after deduction of overheads and depreciation, shall be allocated each year to the legal reserve. Such allocation to the legal reserve shall cease to be compulsory once the legal reserve has become equal to one-tenth of the share capital.

Ordinary Shares and Restricted Shares will have the same rights in relation to dividends and other distributions.

Article 44.  PAYMENT OF DIVIDENDS

The annual dividends shall be paid at the dates and places decided by the Board of Directors.

The Board of Directors may pay an interim dividend in accordance with article 7:213 of the Code.

Article 45.  WINDING UP

If the Company is dissolved, it shall be wound up in the manner decided by the Shareholders’ Meeting, which shall appoint the liquidator(s).

The liquidator(s) shall have all powers set out under the Code, subject to any restrictions imposed by the Shareholders’ Meeting.

After all liabilities have been cleared, the balance of the assets owned by the Company shall be distributed equally among all the Shares.

Article 46.  BONDHOLDERS’ MEETINGS

General meetings of bondholders shall be held in accordance with the provisions of articles 7:161 to 7:176 of the Code. The office for general meetings of bondholders shall be composed as provided for in Article 36.

Article 47.  ADDRESS FOR SERVICE

Without prejudice to the next indent, any shareholder, bondholder, director, statutory auditor or liquidator of the Company not residing in Belgium shall elect an official address in Belgium. Otherwise he or she shall be deemed to have elected the registered office of the Company as his or her official address where all communications, notices, processes and documents may validly be sent to or served upon him or her.

Any shareholder, security holder, holder of certificate issued with the assistance of the Company, director or statutory auditor may communicate to the Company an email address at which such person can be reached. Any communication to such email address by the Company will be deemed valid.

 

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D. 2265523 / R. 2026-… / TC – 01-10-2026 / CL / HS

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Tim CARNEWAL
Notary
 

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