An extraordinary shareholders' meeting at InBev has approved the issuance of almost 50m new ordinary shares. The issue satisfies the mandatory tender offer launched on AmBev last year.

In a statement today (17 March), InBev said that the meeting "approved the authorisation to the board of directors of InBev to issue up to 49,545,705 new InBev ordinary shares (that would give right to the dividend relating to the 2005 financial year and subsequent financial years), to the extent that would be required to satisfy the stock-for-stock option of the mandatory tender offer (MTO) that InBev is carrying out, from 14 February to 29 March, in Brazil, on the common shares of AmBev."

In addition to the share issue, the meeting also:

  • acknowledged the resignation of Bernard Hanon from his office as director, effective as of 7 October last year;
  • approved the appointment on a definitive basis of Mark Winkelman as director coopted on 6 October  last year by the board of directors (Winkelman's office being effective as of 7 October and ending after the shareholders' meeting which will be called to approve the accounts relating to the year 2006) and (ii) acknowledged that he qualifies as an independent director within the meaning of Article 524 of the Belgian Companies Code;
  • approved the insertion of an additional provision in the Articles of Association, reading as follows: "The board of directors may invite one or more individuals who are not employees of the company nor of one of its subsidiaries to contribute their experience and knowledge to the deliberations of the board and may, to that effect and for a duration that it determines for each of them, allow them to attend its meetings, in whole or in part, in an advisory and non-voting capacity. Such individual will not qualify as director for the purposes of these Articles of Association, of the Companies Code, nor for any other purpose. The board determines the amount of their remuneration".