The Best Beer Company in a Better World - Anheuser-Busch InBev

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122 | Annual Report 2008 Financial Report The adjusted number of subscription rights is obtained by dividing the number of existing subscription rights of the Beneficiaries by the adjustment ratio, rounded to the closest unit, per Beneficiary and per LTI tranche. The difference between the number of existing subscription rights and the number of adjusted subscription rights represents the number of new subscription rights to be issued by AB InBev. In order to get to the required number of adjusted subscription rights, a total of 1 615 543 new subscription rights had to be issued by AB InBev in the framework of the authorized capital. In accordance with Article 596 of the Companies Code, the Board has excluded the preference right of the existing shareholders in relation to the issue of the new subscription rights, for the benefit of the Beneficiaries. As explained above and in accordance with the NYSE Euronext ‘ratio method’, the new subscription rights were granted to the Beneficiaries with a view to compensating the unfavourable effect of the Rights Issue on the existing subscription rights, without conferring any additional economic benefits on them. Each new subscription right will entitle its holder to subscribe for one new ordinary AB InBev share. The exercise price of the new subscription rights will be the same as the adjusted exercise price of the existing subscription rights to which they relate. The terms and conditions of the new subscription rights are the same as the terms and conditions of the existing subscription rights to which they relate. For vesting purposes, they will be treated as if they had been issued at the same time as the existing subscription rights to which they relate. They will be exercisable in the same manner and under the same conditions. In comparison with the total number of shares representing the capital of AB InBev, the transaction is relatively limited and will only entail, even in the event that all the new subscription rights are exercised, a limited dilution of the shareholding of the existing shareholders. Indeed, if all new subscription rights were to be exercised, the new shares resulting from that exercise would only represent 0.10 % of the 1 602 427 569 shares outstanding as at 31 December 2008. Report according to article 523 of the Belgian Companies Code - Conflicts of interests Pursuant to the Companies Code, a director having a conflicting interest in a decision of the board of directors, is not allowed to attend the discussions and deliberations preceding the Board’s decision, nor is he allowed to participate to the vote. Moreover he must inform the auditor of the company about his conflicting interest. During the year 2008, this procedure has been applied once. On the occasion of the decision of the board of directors of 17 December 2008 to issue 1 615 543 subscription rights (droits de souscription/warrants) in the framework of the authorized capital for the benefit of holders of existing subscription rights already issued by AB InBev SA/NV, as part of its long-term incentive plan, Mr. Stéfan Descheemaeker declared, as beneficiary of the new subscription rights, that he had a conflicting interest. Consequently he did not participate in the deliberation of the Board, nor in the vote. It should be noted that Mr. Stéfan Descheemaeker has been granted his existing subscription rights at a time when he was an employee of AB InBev. Please refer to the report according to article 608 of the Belgian Companies Code on the use of authorized capital in 2008, which contains full details on the content and the nature of the decision, its justification and its patrimonial consequences for the company.
Information on the auditors’ assignments and related fees Our Statutory auditor is KPMG Bedrijfsrevisoren cvba, represented by Jos Briers, engagement partner. Financial Report Annual Report 2008 | 123 Base fees for auditing the annual financial statements of AB InBev and its subsidiaries are determined by the general meeting of shareholders after review and approval by the company’s audit committee and board of directors. Audit and audit related fees for 2008 in relation to services provided by KPMG Bedrijfsrevisoren amounted to 1 939k euro (2007 : 405k euro), which was composed of audit services for the annual financial statements of 521k euro (2007 : 405k euro) and audit related services of 1 418k euro (2007 : 0 euro). Audit related services mainly relate to services incurred in connection with the rights issue, all of which have been pre-approved by the company’s audit committee. Audit and other fees for 2008 in relation to services provided by other offices in the KPMG network amounted to 6 444k euro (2007 : 5 357k euro), which was composed of audit services for the annual financial statements of 5 145k euro (2007 : 4 737k euro), tax services of 200k euro (2007 : 368k euro) and audit related services of 1 099k euro (2007 : 252k euro). Financial calendar Publication of 2008 results 5 March 2009 Annual report 2008 available on www.ab-inbev.com 5 March 2009 General shareholders meeting 28 April 2009 Dividend : ex-coupon date 29 April 2009 Publication of first quarter results 7 May 2009 Publication of half year results 13 August 2009 Publication of third quarter results 12 November 2009 Investor relations contact Robert Ottenstein Thelke Gerdes VP Investor Relations Investor Relations Manager Brouwerijplein 1 Brouwerijplein 1 3000 Leuven 3000 Leuven Belgium Belgium Tel : +32 16 27 60 97 Tel : +32 16 27 68 88 E-mail : Robert.Ottenstein@inbev.com E-mail : Thelke.Gerdes@inbev.com
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Our dream is to become The Best Bee
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Anheuser-Busch InBev is a publicly
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50% 40% 30% 20% 10% 04 05 06 07 07
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Global brands Multi-country brands
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The Net Debt to EBITDA ratio not on
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Success in China China is the large
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World-class efficiency World-class
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Business Service Center Excellence
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Fewer bigger bets We know focus wor
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Stella Artois Légère In 2008, we
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One of 2008’s key innovations was
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Chernigivske In the Ukraine, Cherni
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14.3 12.6 2006 2007 2008 Volumes NA
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30 | Annual Report 2008 The People
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32 | Annual Report 2008 The People
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34 | Annual Report 2008 The World a
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* Source: TNS Custom Research, Inc.
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The Best Beer Company in a Better World - Anheuser-Busch InBev

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