None. Because no original issuance Ordinary Shares are to be registered hereunder, no opinion of counsel regarding the legality of the Ordinary Shares being
registered hereunder is required.
Item 6. |
Indemnification of Directors and Officers |
Group Coverage and Policy
As the
parent company of the AB InBev Group and to the extent permitted by law, AB InBev has undertaken to indemnify its directors, officers and employees against any and all expenses (including, without limitation, attorneys fees and any expenses of
establishing a right to indemnification by AB InBev), judgments, fines, penalties, settlements and other amounts actually and reasonably incurred by any such director, officer and employee in connection with the defense or settlement of any
proceeding brought (i) by a third party or (ii) by AB InBev or by shareholders or other third parties in the right of AB InBev. Such indemnification applies if, with respect to the acts or omissions of such director, officer and employee,
he or she acted in good faith and in a manner he or she reasonably believed to be in the best interests of AB InBev and, in the case of a criminal action or proceeding, he or she had no reason to believe that his or her conduct was unlawful. In
addition, AB InBev is prohibited under Belgian law to agree in advance to indemnify and hold its directors harmless from liability. Notwithstanding, when legally permissible, it is AB InBevs practice to indemnify its directors in the
conditions set out above.
For purposes of the above, proceeding refers to any threatened, pending or completed action or proceeding, whether
civil, criminal, administrative or investigative to which a director, officer or employee is a party or is threatened to be made a party by reason of the fact that he or she was a director or an agent of AB InBev or of one of its subsidiaries or by
reason of anything done or not done by him or her in such capacity.
No determination in any proceeding by judgment, order, settlement or conviction or
otherwise shall, of itself, create a presumption that such director, officer or employee did not act in good faith and in a manner which he or she reasonably believed to be in the best interests of AB InBev and, with respect to any criminal action
or proceeding, he or she had reasonable cause to believe that his or her conduct was unlawful.
In addition, AB InBev has a liability insurance policy that
covers all past, present and future directors and officers of AB InBev and its subsidiaries, which are those entities in which it holds more than 50% of the voting rights, or of which it can individually, or under a written shareholders
agreement, appoint the majority of the board of directors. The insurance covers defense costs and financial damages such directors or officers are legally obliged to pay as a result of any claim against them. A claim for these purposes
includes all requests against the directors and officers, including (i) a civil proceeding, (ii) a criminal proceeding, (iii) a formal administrative or regulatory proceeding and (iv) a written request by a third party.