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

Statement of capital
Financial Report Annual Report 2008 | 89
Capital Million euro Million shares
Issued capital
At the end of the previous year 474 615
Changes during the year 760 987
1 234 1 602
Treasury shares Million euro Million shares
At the end of the previous year 521 9.2
Changes during the year 199 11.4
720 20.6
On 24 November 2008, AB InBev commenced an offering to existing shareholders of new AB InBev shares without nominal value, each with
an AB InBev VVPR strip. The purpose of this share capital increase and offering of new AB InBev shares was to refinance part of the bridge
facility agreement upon which InBev drew in order to finance part of the consideration paid to shareholders of Anheuser-Busch in connection
with the acquisition. The offering was initially made to shareholders who were able to lawfully subscribe for new AB InBev shares pro rata to
their shareholdings at a subscription price per new share of 6.45 euro. All AB InBev shareholders were granted one preference right per existing
share held. The rights entitled the holders thereof to subscribe for new AB InBev shares at the subscription price at the ratio of 8 new AB InBev
shares for 5 rights.
Holders of AB InBev shares being granted rights (or subsequent transferees of rights) were entitled to subscribe for new AB InBev shares at
the subscription price and in accordance with the ratio described above from 25 November 2008 until 9 December 2008. As of 11 December
2008 approximately 99.58 % of the total number of new AB InBev shares offered pursuant to the rights issue, were subscribed for at the
subscription price. In addition, on 11 December 2008, 2 614 025 remaining preference rights that were not exercised during the subscription
period were placed by a group of underwriters in an institutional offering in the form of scripts. As a result of the placement of the remaining
preference rights, an additional 4 182 440 new AB InBev shares were subscribed for at the subscription price. The rights, the new shares and
the scripts were all being offered pursuant to exemptions from registration under the securities act of 1933. Settlement of the rights issue
occurred on 16 December 2008, with 986 109 272 new AB InBev shares issued in exchange for an aggregate consideration of 6.36b euro.
The new AB InBev shares are of the same class as the previously existing shares and started trading on the regulated market of Euronext
Brussels on 16 December 2008. As of 16 December 2008, the total number of outstanding AB InBev shares was 1 602 427 569 and AB InBev
increased its share capital by 760m euro.
As at 31 December 2008, the total issued capital of 1 234m euro is represented by 1 602 427 569 shares without par value, of which
24 428 160 registered shares, 14 165 542 bearer shares and 1 563 833 867 dematerialized shares. For a total amount of capital of 4m euro
there are still 5 180 210 of subscription rights outstanding corresponding with a maximum of 5 180 210 shares to be issued. The total of
authorized, unissued capital amounts to 12.8m euro.
Report according to article 624 of the Belgian Companies Code - Purchase of own shares
Using the powers granted during the Extraordinary Shareholders Meeting of 24 April 2007, the board of directors has executed in 2008
two share buy-back programs of AB InBev shares for a total amount of 706m euro.
The aim of the programs was at enhancing shareholder value by combining the strong cash-flow generation of the company with the
right capital structure. In addition, the programs would allow the company to satisfy its obligations under the new incentive programs for
the management.
During the year 2008, AB InBev repurchased, directly or indirectly through an indirect subsidiary, 12 708 793 own shares on the Euronext
Brussels Stock Exchange. The Shares were redeemed at the stock price of the day. 932 889 shares were sold to members of the AmBev senior
management who were transferred to AB InBev. The sale occurred according to a share exchange program at a price reduced with 16.66 %
compared to the market price, in order to encourage management mobility. In addition, 424 933 shares were granted to executives of the
group according to the new executive remuneration policy which was approved by the shareholders’ meeting of 25 April 2006. Finally, 3 998
were granted for free to executives according to a matching shares plan of 2005.
At the end of the period, the company still owned 20 563 003 own shares.