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Anheuser-Busch InBev announces structure and leadership of combined group in recommended combination with SABMiller
Anheuser-Busch InBev SA/NV
(Incorporated in the Kingdom of Belgium)
Register of Companies Number: 0417.497.106.
Euronext Brussels Share Code: ABI
Mexican Stock Exchange Share Code: ABI
JSE Share Code: ANB
ISIN: BE0003793107
NYSE ADS Code: BUD
ISIN: US03524A1088
The enclosed information constitutes regulated information as defined in the Belgian Royal Decree of 14 November 2007
regarding the duties of issuers of financial instruments which have been admitted for trading on a regulated market.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OR REGULATIONS OF THAT JURISDICTION.
ANHEUSER-BUSCH INBEV ANNOUNCES STRUCTURE AND
LEADERSHIP OF COMBINED GROUP IN RECOMMENDED
COMBINATION WITH SABMILLER
Anheuser-Busch InBev SA/NV (“AB InBev”) (Euronext: ABI) (NYSE: BUD) (MEXBOL: ABI) (JSE: ANB) is
pleased to announce the organizational structure, leadership team and other key appointments for the
combined group intended to be implemented following completion of the recommended business
combination with SABMiller plc (“SABMiller”).
This organizational design would allow the combined group to focus on delivering its ambitious long-term
organic growth objectives while integrating the two businesses, capturing the best of both.
Through the largely complementary geographical footprints and brand portfolios of AB InBev and
SABMiller, the combined group would have operations in virtually every major beer market and would
provide tremendous growth opportunities across new and existing markets around the world.
Global Headquarters
The combined group will be headquartered in Leuven, Belgium, and will have its Global Functional
Management Office in New York.
Following the completion of the combination, it is intended that a presence will be retained in SABMiller’s
UK offices in Woking for people working on integration and business continuity for a transitional period,
allowing the combined group to fully capture synergies and best practices while continuing to grow the
business.
Any changes would be implemented with due respect for applicable legal and works council considerations
and consultation requirements.
Zone Structure
To maximize growth opportunities and build on the strengths of both SABMiller and AB InBev in their
respective markets, from completion the combined group will be organized into nine geographical Zones.
This design has been carefully thought out to allow for focus on organic growth while being able to capture
the announced transaction synergies.
The Zones and their corresponding countries will be:
1. North America (headquartered in St. Louis): United States and Canada
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2. Middle Americas (headquartered in Mexico City): Mexico, El Salvador and Honduras
3. Latin America North (headquartered in São Paulo): Brazil, the Dominican Republic, Guatemala,
Panama, St. Vincent, Cuba, Puerto Rico, Barbados, Dominica and the Caribbean
4. Latin America South (headquartered in Buenos Aires): Argentina, Uruguay, Chile, Paraguay and
Bolivia
5. Latin America COPEC (headquartered in Bogotá): Colombia, Peru and Ecuador
6. Europe (headquartered in Leuven): UK, Ireland, France, Italy, Spain, Germany, Belgium,
Luxembourg, the Netherlands, Switzerland, Austria, Ukraine, Russia and Export Europe and Middle
East (EEME)
7. Asia Pacific North (headquartered in Shanghai): China, South Korea and Japan
8. Asia Pacific South (headquartered in Melbourne): Australia, New Zealand, India, Vietnam and
other South and Southeast Asian countries
9. Africa (headquartered in Johannesburg): South Africa, Botswana, Swaziland, Mozambique,
Malawi, Namibia, Zambia, Lesotho, Uganda, Ethiopia, African Islands, Tanzania, South Sudan,
Kenya, Nigeria and Ghana
Following the establishment of these Zone headquarters, it is intended that existing SABMiller hubs in
Miami, Hong Kong and Beijing will be phased out within a few months after completion of the combination.
The future of the SABMiller Europe hub in Zug will be determined as part of the process of divestment of
SABMiller’s Central and Eastern European businesses, which, as previously announced, would be
implemented following completion of the combination, which we expect to take place on 10 October 2016.
Executive Board of Management
The Executive Board of Management (EBM) will be composed of the Zone Presidents and Functional Heads,
or ‘Chiefs,’ reporting to Carlos Brito, AB InBev’s Chief Executive Officer. Mauricio Leyva of SABMiller, now
Managing Director of SAB (Pty) Ltd., will join the EBM as Zone President, Middle Americas.
CEO
Carlos Brito
Functional Chiefs Zone Presidents
Sabine Chalmers, Chief Legal & Corporate Affairs Jan Craps, Asia Pacific South
Officer Jean Jereissati, Asia Pacific North (effective January
Michel Doukeris, Chief Sales Officer (effective 2017)
January 2017) Mauricio Leyva, Middle Americas
Felipe Dutra, Chief Financial & Technology Officer Carlos Lisboa, Latin America South (effective
Pedro Earp, Chief Disruptive Growth Officer January 2017)
Claudio Garcia, Chief People Officer Stuart MacFarlane, Europe
Peter Kraemer, Chief Supply Officer Ricardo Moreira, Latin America COPEC
Tony Milikin, Chief Procurement Officer João Castro Neves, North America
Miguel Patricio, Chief Marketing Officer Bernardo Pinto Paiva, Latin America North
Ricardo Tadeu, Africa
Transitional Roles:
David Almeida, Chief Integration Officer
Claudio Braz Ferro, Chief Supply Integration
Officer
For full biographies of the EBM team members, please visit: www.globalbrewer.com/the-team/
Africa & South Africa
In line with our commitment to the African continent, which we believe will be a critical driver of growth
for the combined company, and our desire to build on the strong heritage of SABMiller in the region, we
are also pleased to confirm that Mr. Jabu Mabuza has agreed to serve as Chairman of the Africa Board. In
the coming months Mr. Mabuza and Carlos Brito, who will also join the Africa Board, will work together to
finalize the governance and constitution of the Board.
Mr. Mabuza is currently the Chairman of the board of Telkom SA, Sphere Holdings and Business Unity
South Africa. He has held a number of board memberships, including the Tanzanian Breweries Limited,
Castle Brewing Company (Kenya) and South African Tourism. He was also Group Chief Executive of Tsogo
Sun Holdings and CEO of FABCOS Marketing.
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"We are fully committed to driving growth across the African continent, working very closely with the
communities in which the business operates to advance both the commercial and social agendas,” said
Carlos Brito, CEO of AB InBev. “I am honored that Mr. Jabu Mabuza has agreed to lead our Africa Board as
Chairman. His successful entrepreneurial background, pan-African experience and involvement with the
public sector will be invaluable to the combined group and the Africa board, which will play an important
role in advising the business across the continent as it moves forward."
We are also pleased to announce the appointment of Yokesh Maharaj, currently Sales and Distribution
Director for SAB (Pty) Ltd., as Business Unit President South Africa, succeeding Mauricio Leyva. Mr.
Maharaj joined SAB in 2001 as a Management Trainee and has since held a number of positions within the
organization, including SAB District Manager for the Limpopo Region, SAB General Manager for the East
Coast Region, SAB General Manager for the Egoli Region and SAB Human Resources Director.
Integration and Continuity
We are also pleased to confirm that John Davidson (General Counsel and Corporate Affairs Officer,
SABMiller), Johann Nel (Group Human Resources Director, SABMiller) and Mark Bowman (Managing
Director, SABMiller Africa) will remain with the combined group for a transitional period of at least 6
months following completion to assist with the critical tasks of integration, talent retention and stakeholder
management.
All of these changes related to the structure and leadership of the combined group are conditional upon,
and would be implemented following, the successful completion of the recommended business
combination, which we anticipate would occur on 10 October 2016, and with due respect for applicable
legal and works council considerations and consultation requirements. These changes are also subject to
satisfaction of the conditions to the combination, including the approval of AB InBev and SABMiller
shareholders.
About Anheuser-Busch InBev
Anheuser-Busch InBev is a publicly traded company (Euronext: ABI) based in Leuven, Belgium, with secondary listings
on the Mexico (MEXBOL: ABI) and South Africa (JSE: ANB) stock exchanges and with American Depositary Receipts on
the New York Stock Exchange (NYSE: BUD). It is the leading global brewer and one of the world’s top five consumer
products companies. Beer, the original social network, has been bringing people together for thousands of years and the
company’s portfolio of well over 200 beer brands continues to forge strong connections with consumers. This includes
global brands Budweiser®, Corona® and Stella Artois®; international brands Beck’s®, Leffe® and Hoegaarden®; and
local champions Bud Light®, Skol®, Brahma®, Antarctica®, Quilmes®, Victoria®, Modelo Especial®, Michelob Ultra®,
Harbin®, Sedrin®, Klinskoye®, Sibirskaya Korona®, Chernigivske®, Cass® and Jupiler®. Anheuser-Busch InBev’s
dedication to quality goes back to a brewing tradition of more than 600 years and the Den Hoorn brewery in Leuven,
Belgium, as well as the pioneering spirit of the Anheuser & Co brewery, with origins in St. Louis, USA since 1852.
Geographically diversified with a balanced exposure to developed and developing markets, Anheuser Busch InBev
leverages the collective strengths of more than 150,000 employees based in 26 countries worldwide. In 2015, AB InBev
realized 43.6 billion US dollar revenue. The company strives to be the Best Beer Company Bringing People Together For
a Better World. For more information, please visit: www.ab-inbev.com.
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CONTACTS
Media Investors
Marianne Amssoms Graham Staley
Tel: +1-212-573-9281 Tel: +1-212-573-4365
E-mail: marianne.amssoms@ab-inbev.com E-mail: graham.staley@ab-inbev.com
Karen Couck Heiko Vulsieck
Tel: +1-212-573-9283 Tel: +32-16-27-68-88
E-mail: karen.couck@ab-inbev.com E-mail: heiko.vulsieck@ab-inbev.com
Kathleen Van Boxelaer Lauren Abbott
Tel: +32-16-27-68-23 Tel: +1-212-573-9287
E-mail: kathleen.vanboxelaer@ab-inbev.com E-mail: lauren.abbott@ab-inbev.com
4 August 2016
JSE Sponsor: Deutsche Securities (SA) Proprietary Limited
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NOTES
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has
been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the announcement in which any securities exchange
offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short
positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities
exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later
than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which
any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree
company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person
deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for,
any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent
that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b)
applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire
or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed
to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures
must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and
Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at
www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period
commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a
Dealing Disclosure.
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Forward Looking Statements
This press release contains “forward-looking statements”. These statements are based on the current expectations and
views of future events and developments of the management of AB InBev and are naturally subject to uncertainty and
changes in circumstances. The forward-looking statements contained in this release include statements relating to AB
InBev’s proposed business combination with SABMiller and the intended organisational structure of the combined
group, and other statements other than historical facts. Forward-looking statements include statements typically
containing words such as “will”, “may”, “should”, “believe”, “intends”, “expects”, “anticipates”, “targets”, “estimates”,
“likely”, “foresees” and words of similar import. All statements other than statements of historical facts are forward-
looking statements. You should not place undue reliance on these forward-looking statements, which reflect the current
views of the management of AB InBev, are subject to numerous risks and uncertainties about AB InBev and SABMiller
and are dependent on many factors, some of which are outside of AB InBev’s control. There are important factors, risks
and uncertainties that could cause actual outcomes and results to be materially different, including the satisfaction of
the conditions to the transactions described herein, the ability to obtain the regulatory approvals related to the
transactions and the ability to satisfy any conditions required to obtain such approvals, and the risks relating to AB
InBev described under Item 3.D of its Annual Report on Form 20-F (“Form 20-F”) filed with the US Securities and
Exchange Commission (“SEC”) on 14 March 2016. Other unknown or unpredictable factors could cause actual results to
differ materially from those in the forward-looking statements. There can be no certainty that the proposed transactions
will be completed on the terms described herein or at all.
The forward-looking statements should be read in conjunction with the other cautionary statements that are included
elsewhere, including AB InBev’s most recent Form 20-F, reports furnished on Form 6-K, and any other documents that
AB InBev or SABMiller have made public. Any forward-looking statements made in this communication are qualified in
their entirety by these cautionary statements, and there can be no assurance that the actual results or developments
anticipated by AB InBev will be realized or, even if substantially realized, that they will have the expected consequences
to, or effects on, AB InBev or its business or operations. Except as required by law, AB InBev undertakes no obligation
to publicly update or revise any forward-looking statements, whether as a result of new information, future events or
otherwise.
Future SEC Filings and This Filing: Important Information
In the event that AB InBev and SABMiller implement a transaction relating to the business combination of AB InBev and
SABMiller, AB InBev or Newbelco SA/NV (a Belgian limited liability company formed for the purposes of such
transaction) may be required to file relevant materials with the SEC. Such documents, however, are not currently
available. INVESTORS ARE URGED TO READ ANY DOCUMENTS REGARDING SUCH POTENTIAL TRANSACTION IF AND
WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to
obtain a free copy of such filings without charge, at the SEC’s website (http://www.sec.gov) once such documents are
filed with the SEC. Copies of such documents may also be obtained from AB InBev, without charge, once they are filed
with the SEC.
Notice to US investors
US holders of SABMiller shares should note that the steps of any transaction requiring approval by SABMiller
shareholders may be implemented under a UK scheme of arrangement provided for under English company law. If so,
it is expected that any shares to be issued under the transaction to SABMiller shareholders would be issued in reliance
upon the exemption from the registration requirements of the US Securities Act of 1933, provided by Section 3(a)(10)
thereof and would be subject to UK disclosure requirements (which are different from those of the United States). The
transaction may instead be implemented by way of a takeover offer under English law. If so, any securities to be issued
under the transaction to SABMiller shareholders will be registered under the US Securities Act, absent an applicable
exemption from registration. If the transaction is implemented by way of UK takeover offer, it will be done in
compliance with the applicable rules under the US Exchange Act of 1934, including any applicable exemptions provided
under Rule 14d-1(d) thereunder.
This filing shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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