Terms of Reference for the Nomination Committee of Budweiser

Terms of Reference for the

Nomination Committee of

Budweiser Brewing Company APAC Limited

(A company incorporated in the Cayman Islands with limited liability)

Last updated 3 March 2023

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Definitions

1. For the purposes of these terms of reference:

Board

means the board of directors of the Company;

CEO

means the chief executive officer of the Company as appointed by the Board

from time to time;

Company

means Budweiser Brewing Company APAC Limited;

Directors

means the members of the Board;

ExCom

means the CEO, the chief financial officer and the general counsel of the

Company;

Group

means the Company and its subsidiaries;

Listing Rules

mean the Rules Governing the Listing of Securities on The Stock

Exchange of Hong Kong Limited (as amended from time to time);

Nomination Committee

means the nomination committee established by resolution

of the Board in accordance with these terms of reference;

Senior Management

means the senior management of the Company; Shareholders

means the shareholders of the Company from time to time; and

Stock Exchange

means The Stock Exchange of Hong Kong Limited.

Constitution and mission

2. The Nomination Committee was established by resolution of the Board on 2 July

2019, effective upon the listing of the Company’s shares on the Stock Exchange on

30 September 2019.

3. The Nomination Committee’s principle role is to guide the Board composition and

succession process and assist the Board in safeguarding the enduring greatness of

the Company. It ensures that the Board is comprised of Directors that are able

and determined to (i) pick the best possible leaders for the Company and (ii) put

the right people in the appropriate managerial positions, taking into consideration,

among others, the Company’s diversity policy.

4. The Nomination Committee identifies persons qualified to become independent

Directors, consistent with the succession criteria below, and recommends any

Director candidates for (i) appointment by the Board or (ii) nomination by the

Board and appointment by the Shareholders’ Meeting.

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5. The Nomination Committee will also guide the Board with respect to all its decisions

relating to the appointment and retention of key talent within the Company,

ensuring that:

(a) the Company has exceptional people who occupy appropriate positions and

who are incentivised to achieve exceptional performance;

(b) the Company develops successors for all key positions;

standards and the permanent quest to improve results; and

(d) individual targets are established to align the interests of all employees with

the Company’s goals and objectives set by the Board.

6. The Nomination Committee will also guide the Board with respect to its role

and responsibility in connection with the formulation, review, assessment and

implementation of the Company’s diversity policy.

Nomination criteria for Board members

7. As the gatekeeper to the Board, the Nomination Committee will ensure that

Directors joining the Board share the Company’s dream not only in its current

interpretation

(Bring People Together for a Better World)

, but also in its underlying

vision of enduring greatness and of building the preeminent consumer goods

Company of the 21st century.

8. All active and prospective Directors must live by the following five Board principles:

(a) ensuring the Company’s enduring greatness is the Board’s overarching purpose;

(b) the Board is the guardian of the Company’s culture that manifests itself in the

Company’s 10 principles. The Board itself adheres to the 10 principles;

are not merely employees;

(d) the Company has a culture of mutual respect and trust. Directors speak up,

listen and come back constructively. They are transparent, honest and candid.

They hold no grudges. There is no room for politics or hidden agendas around

the Board table; and

(e) the Board nominates successors that are as good as or better than the outgoing

Directors.

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9. The Board should have a balance of skills, experience and diversity of perspectives

appropriate to the requirements of the Company’s business, and should ensure

that the Directors devote sufficient time and make contributions to the issuer that

are commensurate with their role and board responsibilities. More conventional

recruitment criteria for Directors such as experience, executive position, functional

expertise, reputation and public visibility are also relevant.

Composition and functioning

10. The Nomination Committee shall consist of not less than three members appointed

by the Board from among the Directors, a majority of whom shall be independent

non-executive Directors. A quorum shall be two members of whom at least one

shall be an independent non-executive Director.

11. The chair of the Nomination Committee shall be appointed by the Board and shall

be an independent non-executive Director or the Chair.

12. The Nomination Committee decides by a simple majority.

13. The CEO, the VP People and the general counsel shall be invited ex officio to the

Nomination Committee meetings unless explicitly decided otherwise.

Frequency and conduct of meetings

14. The Nomination Committee shall meet at least once per year and more if required

and as convened by its chair or at the request of at least two of its members.

15. An agenda and other relevant documents should be sent to all members of the

Nomination Committee in a timely manner before the intended date of a meeting

of the Nomination Committee.

16. Meetings of the Nomination Committee shall follow the same procedures as

those for meetings of the Board under the relevant provisions in the Articles of

Association, as amended from time to time.

Reporting procedure

17. The duly appointed secretary (who should normally be the VP People or a duly

appointed representative) to the Nomination Committee shall draft and keep

full minutes of each meeting reflecting in sufficient detail the issues which were

discussed, the matters which were considered, the decisions which were taken and,

if any, the reservations and concerns which were voiced by dissenting members

of the Nomination Committee. The minutes will be approved by the chair of the

Nomination Committee and subsequently by the Nomination Committee during its

next regularly scheduled meeting. The minutes shall be made available for inspection

on reasonable notice by any Director. Draft and final versions of minutes of such

meetings should be sent to all members of the Nomination Committee for their

comment and records within a reasonable time after such meetings.

CP B.1

MB Rule 3.27A

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18. Without prejudice to the generality of the duties of the Nomination Committee set

out in these terms of reference, the Nomination Committee shall:

(a) report back to the Board following each meeting of the Nomination Committee

on the principal matters reviewed or approved by the Nomination Committee

and its recommendations regarding actions to be taken by or decisions to be

approved by the Board; and

(b) keep the Board fully informed of its decisions and recommendations, unless

there are legal or regulatory restrictions on its ability to do so.

19. Where all the independent non-executive Directors of the Company have served

more than nine years on the Board, the Company should:

(a) disclose the length of tenure of each existing independent non-executive director

on a named basis in the circular to shareholders and/or explanatory statement

accompanying the notice of the annual general meeting; and

(b) appoint new independent non-executive directors on the board at the forthcoming

annual general meeting.

Annual general meetings

20. The chair of the Nomination Committee (or in his/her absence, his/her duly

appointed delegate) shall attend the Company’s annual general meeting and be

prepared to respond to any Shareholders’ questions on the Nomination Committee’s

activities.

Authority

21. The Nomination Committee is authorised by the Board to perform any activity

within these terms of reference. It is authorised to seek any information it requires

from any employee and all employees are directed to co-operate with the Nomination

Committee.

22. The Nomination Committee has the authority to retain and terminate any search

firm to be used in assisting with the identification of Director candidates or

executives, including authority to approve the search firm’s fees and other retention

terms. It is also authorised to obtain independent advice, including legal advice, from

internal or external professional advisers at the Company’s expense and to secure

the attendance of outsiders with relevant experience and expertise if it considers this

necessary. The Nomination Committee shall be provided with sufficient resources to

perform its duties. The Nomination Committee shall be responsible for establishing

the selection criteria, selecting, appointing and setting the terms of reference for

any external party who advises the Nomination Committee.

CP C.4.2

CP F.2.2

CP B.3.3

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Powers and responsibilities

With respect to the composition and functioning of the Board and its committees

23. In addition to guiding the Board succession process, the responsibilities of the

Nomination Committee include the following:

(a) to review and make recommendations on any proposed changes to the Board

regarding the overall size, composition (including the skills, knowledge, and

experience), organisation, structure and operations required of the Board and

its committees at least annually, in line with the articles of association of the

Company to complement the Company’s corporate strategy;

(b) to formulate and review the policy for the nomination of Directors and policy

of diversity of Board members as appropriate and preparing the appropriate

disclosure on the nomination policy and diversity policy in the corporate

governance report;

Management in the course of its work, taking into account the challenges and

opportunities facing the Company and what skills and expertise are therefore

needed on the Board in the future;

(d) to identify individuals suitably qualified to become Directors (including

independent non-executive Directors) and to select or make recommendations

to the Board on the selection of individuals nominated for directorship;

(e) to assess the independence of independent non-executive Directors;

(f) to make recommendations to the Board on the appointment, re-appointment

or re-election of Directors and succession planning for Directors, in particular

the chair and the CEO;

(g) before appointments are made by the Board, to evaluate the balance of skills,

knowledge and experience on the Board, and, in the light of this evaluation,

prepare a description of the role and capabilities required for a particular

appointment. In identifying suitable candidates, the Nomination Committee

shall (where applicable and appropriate) consider candidates from a wide

range of backgrounds, on merit and against objective criteria, taking care that

appointees have enough time available to devote to the position;

CP B.3.1

LR13.92

CP B.3.1 (b)

CP B.3.1 (c)

CP B.3.1 (d)

CP B.3.4

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(h) to ensure that on appointment to the Board, Directors receive a formal letter

of appointment setting out clearly what is expected of them in terms of time

commitment, committee service, involvement outside board meetings and other

key terms and conditions of their appointment;

(i) to recommend to the Board from time to time updated criteria for the selection

of new Directors;

(j) to recommend on-going qualification standards for Directors, including

standards for determining Director independence and criteria for the evaluation

of Director performance;

(k) to develop, recommend and implement the processes for the annual evaluation

of the performance and effectiveness of the Board, its committees and each

individual Director;

(l) to annually review and assess the contribution and performance of all Directors.

Performance evaluations should be used to assess whether the Directors are

spending enough time in fulfilling their duties;

(m) to recommend the functions and monitor the operations of the Board

committees;

(n) to recommend criteria for committee membership and the appointment and

removal of committee members and chairs;

(o) to recommend candidates for the position of chair of the Board, and investigate,

review and evaluate the qualifications of candidates for chair;

(p) to recommend any matters relating to the continuation in office of any Director

at any time including the suspension or termination of service of an executive

Director as an employee of the Company subject to the provisions of the law

and their service contract; and

(q) to oversee and make recommendations regarding matters of corporate

governance, including induction of new Directors and continuing education of

Directors.

CP B.3.4

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With respect to diversity

24. The Nomination Committee’s responsibility with regards to the Company’s diversity

policy include the following:

(a) to formulate and review the Company’s diversity policy to progress towards a

balanced representation of gender diversity on the Board, Senior Management

and across the whole Company, as appropriate;

(b) with respect to Board diversity, to prepare the appropriate disclosure and

explanations on the diversity policy in the corporate governance report

regarding, among others:

(i) how and when gender diversity will be achieved in respect of the Board;

(ii) the numerical targets and timelines set for achieving gender diversity on

the Board; and

(iii) what measures the Company has adopted to develop a pipeline of potential

successors to the Board to achieve gender diversity;

workforce (including Senior Management), any plans or measurable objective

the Company has set for achieving gender diversity and any mitigating factors

or circumstances which make achieving gender diversity across the workforce

(including Senior Management) more challenging or less relevant;

(d) to annually review the implementation and effectiveness of the Company’s

diversity policy; and

(e) to annually report to the Board the relative proportion of women and men

who are employed by the Group as a whole and in senior executive positions,

and who are on the Board and recommend any changes to the measurable

objectives, strategies or the way in which they are implemented.

With respect to appointment and retention of key talent within the Company

25. The responsibilities of the Nomination Committee include the following:

(a) to submit for approval to the Board the appointment of the CEO and of the

members of the ExCom and the Senior Management (upon the recommendation

of the CEO);

(b) to monitor the careers and succession planning of the members of the ExCom

and the Senior Management and of high-potential executives;

Para J, Part 1 of

Appendix 14

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career progress of trainees recruited in previous years and overall assessment

of the program results vs. stated objectives;

(d) to discuss culture, quality of the employees, and training needs;

(e) to review the annual performance of the top executives of the Company and

their successors;

(f) to review the Company’s needs for employees and guarantee the existence of

management depth for expansion and succession; and

(g) to approve all external hiring of key executives.

Annual evaluation

26. The Nomination Committee should evaluate its own performance, these terms

of reference, and its membership annually to ensure it is performing its duties

effectively, and recommend to the Board any changes it considers necessary.

Terms available

27. The Nomination Committee shall make available these terms of reference by

inclusion on the websites of the Company and the Stock Exchange in order to

explain its role and the authority delegated to it by the Board.

CP B.3.2