Outstanding Shares & Subscription Rights
Information as at 31 December 2019:
Total outstanding capital: 1,238,608,344.12 €
Total number of outstanding shares: 2,019,241,973
Total number of outstanding ordinary shares: 1,693,242,156
Total number of outstanding restricted shares: 325,999,817
Total number of outstanding subscription rights (each right entitles the holder to subscribe to one new ordinary share): 0
Shareholders’ structure at 31 December 2019 based on (i) transparency declarations made by shareholders who are compelled to disclose their shareholdings pursuant to the Belgian law of 2 May 2007 on the notification of significant shareholdings and the Articles of Association of the company, (ii) notifications made by such shareholders to the company on a voluntary basis prior to 15 December 2019 for the purpose of updating the above information, and (iii) information included in public filings with the US Securities and Exchange Commission.
Holding percentages are calculated on the basis of the total number of shares in issue, excluding treasury shares (1,959,379,126).
As at 31 December 2019 there were 2,019,241,973 shares in issue :
1,693,242,156 shares are ordinary shares and admitted to trading on Euronext Brussels (including 59,862,847 ordinary shares held in treasury by AB InBev and certain of its subsidiaries).
325,999,817 shares are restricted shares which are unlisted, not admitted to trading on any stock exchange, not capable of being deposited in an American Depositary Receipt program and are subject to, among other things, restrictions on transfer until converted into AB InBev ordinary shares, subject to certain limited exceptions. The restricted shares will be convertible at the election of the holder into AB InBev ordinary shares on a one-for-one basis with effect from 10 October 2021. The restricted shares rank equally with AB InBev ordinary shares as regards dividends and voting rights.
Altria holds 56.8 % of the restricted shares representing 9.45 % of the total number of AB InBev shares excluding treasury shares as at 31 December 2019. In addition, Altria announced in its Schedule 13D beneficial ownership report on 11 October 2016 that, following completion of the business combination with SAB, it purchased 11,941,937 Ordinary Shares in the company. Finally, Altria further increased its position of Ordinary Shares in the company to 12,341,937, as disclosed in the Schedule 13 D beneficial ownership report filed by Stichting dated 1 November 2016, implying an aggregate ownership of 10.08% based on the number of shares with voting rights as at 31 December 2019.
Bevco holds 29.7 % of the restricted shares representing 4.94% of the total number of AB InBev shares excluding treasury shares as at 31 December 2019. In addition, Bevco announced in a notification made on 17 January 2017 in accordance with the Belgian law of 2 May 2007 on the notification of significant shareholdings, that it purchased 4,215,794 Ordinary Shares in the company. BEVCO Lux Sàrl disclosed to us that it increased its position of Ordinary Shares in the company to an aggregate of 6,000,000 Ordinary Shares, resulting in an aggregate ownership of 5.25% based on the number of shares with voting rights as at 31 December 2019.
A Shareholders Agreement between EPS, EPS Participations, BRC and Stichting Anheuser-Busch InBev provides for equal voting and control rights of BRC and EPS over Stichting Anheuser-Busch InBev and, indirectly, over Anheuser-Busch InBev shares held by it.
The Stichting Anheuser-Busch InBev, BRC, EPS, EPS Participations, Rayvax, Sébastien Holding, Fonds Baillet Latour and Fonds Voorzitter Verhelst act in concert within the meaning of article 3, 13° of the Belgian Law of 2 May 2007 on the notification of significant shareholdings. MHT Benefit Holding Company, Olia 2 AG and LTS Trading Company act in concert with the aforementioned entities within the meaning of article 3, §2 of the Belgian Law of 1 April 2007 on public take-over bids.
See annual report for individual shareholdings by the above entities.
Disclosure of Shareholdings
In addition to the notification thresholds required and set out by the Law of 2 May 2007, the notification obligation also applies as soon as the amount of held securities giving voting right exceeds or falls down the 3% threshold.
Notifications according to 2 May 2007 Law
Notifications made by shareholders according to the Law of 2 May 2007 on the disclosure of shareholdings in listed companies:
- Notification Anheuser-Busch InBev Controlling Shareholders 13 March 2019 French | Press Release
Notifications according to 1 April 2007 Law
Notifications made by shareholders according to article 74 of the Law of 1 April 2007 on public take over bids: