Anheuser Busch InBev : Launches Tender Offers for Up To USD 11 Billion Aggregate Purchase Price of Twelve Series of USD Notes

Press Release

Anheuser-Busch InBev Launches Tender Offers for Up To USD 11 Billion Aggregate Purchase Price of Twelve Series of USD

Notes

Anheuser-Busch InBev SA/NV ("AB InBev") (Euronext: ABI) (NYSE: BUD) (MEXBOL: ANB) (JSE: ANH)

today announced the commencement of offers by its wholly-owned subsidiaries Anheuser-Busch InBev

Worldwide Inc. ("ABIWW" or a "Company"), Anheuser-Busch Companies, LLC ("ABC" or a "Company") and Anheuser-Busch InBev Finance Inc. ("ABIFI" or a "Company" and, together with ABIWW and ABC, the "Companies") to purchase for cash any validly tendered (and not validly withdrawn) and accepted notes up to an aggregate purchase price (excluding accrued and unpaid interest) of $11 billion (the

"Aggregate Offer Cap") of twelve series of notes organized across five Pools, each with a Pool Offer Cap, issued by the Companies as described in the table below (the "Tender Offers"). The Tender Offers are being made upon the terms and subject to the conditions set forth in the offer to purchase to be dated 10

January 2019 (the "Offer to Purchase"). Terms not defined in this announcement have the meanings given to them in the Offer to Purchase.

Copies of the Offer to Purchase will be available to holders through the information agent, Global Bondholder Services Corporation by calling [phone] (toll free) or [phone] (for banks and brokers).

ABIWW, ABC and ABIFI are each offering to purchase, up to the Aggregate Offer Cap and the applicable Pool Offer Caps the Notes specified in the table below from holders of any of the Notes, subject to the Acceptance Priority Levels (as defined below). Notes purchased in the Tender Offers will be retired and cancelled. Subject to applicable law, the Companies reserve the right, but are under no obligation, to increase any Pool Offer Cap and / or the Aggregate Offer Cap in respect of the Tender Offers at any time, which could result in the Companies purchasing a greater aggregate principal amount of Notes in the Tender Offers.

The following table sets forth certain information relating to the pricing for the Tender Offers.

Up to the Applicable Offer Caps(a) of the Notes Listed Below

U.S. Treasury Reference SecurityTitle of Notes

CUSIP / ISIN

Outstanding

Principal Amount

IssuerPool Acceptance Priority Level

Fixed SpreadEarly Tender

(basis Payment Bloombergpoints)

(d)

(per Reference $1,000) Page

Hypothetical

Total Consideration

(a)(b)(c)

2021 Pool

Up to USD 2.40 Billion Aggregate Purchase Price

2.650%

Notes due 2021

035242 AJ5 / US035242 AJ52

$4,967,588,000 ABIFI

1

2.500% due 12/31/20

50 bps

$30

PX1

$991.96

Floating

Rate

Notes due 2021

U0S30532542242AKA2K2/ 6 $500,000,000

ABIFI

2

N/A

N/A

$30

N/A

$1,013.75

4.375%

Notes due 2021

03523TBB3 /US03523T

BB35

$500,000,000 ABIWW

3

2.500% due 12/31/20

60 bps

$30

PX1

$1,023.24

2022 Pool

Up to USD 2.50 Billion Aggregate Purchase Price

3.750%

Notes due 2022

035240 AD2 /

US035240

AD27

$2,350,039,000 ABIWW

1

2.500% due 1/15/22

85 bps

$30

PX1

$1,009.54

Notes due 2022

2.500%

03523TBP2 / US03523T

BP21

$3,000,000,000 ABIWW

2

2.500% due 1/15/22

90 bps

$30

PX1

$969.40

2023 Pool

Up to USD 3.00 Billion Aggregate Purchase Price

2.625%

Notes due 2023

035242 AA4 / US035242 AA44

$1,250,000,000 ABIFI

1

2.625% due 12/31/23

105 bps

$30

PX1

$964.13

3.300%

Notes due 2023

035242 AL0 / US035242 AL09

2024 Pool

Up to USD 1.50 Billion Aggregate Purchase Price

Floating

Rate

Notes due 2024

US003355224400AKA6K6/ 9 $500,000,000 ABIWW

$6,000,000,000 ABIFI

2

1

2.625% due 12/31/23

N/A

105 bps

$30

PX1

$988.58

N/A

$30

N/A

$982.50

2

3.500%

Notes due 2024

035240AJ9 / US035240 AJ96

$1,500,000,000 ABIWW

2

2.625% due 12/31/23

115 bps

$30

PX1

$990.57

3.700%

Notes due 2024

03524B AE6 / US03524BAE65

$1,400,000,000 ABIFI

3

2.625% due 12/31/23

120 bps

$30

PX1

$997.25

2026 Pool

Up to USD 1.60 Billion Aggregate Purchase Price

3.650% Notes due 2026

035242 AP1 / US035242 AP13

$2,444,837,000

ABIFI

1

3.125% due 11/15/28

140 bps

$30

PX1

$971.70

03522A AD2 /

3.650% Notes due 2026

U00323 AD4 / US03522A AD28 / USU00323 AD40

$8,555,163,000

ABIWW and ABC

1

3.125% due 11/15/28

140 bps

$30

PX1

$971.70

• (a) The offers with respect to the 2.650% Notes due 2021, the Floating Rate Notes due 2021 and the 4.375%

  Notes due 2021 (collectively, the "2021 Pool") are subject to a "2021 Pool Offer Cap" of $2,400,000,000

  (subject to adjustment as a result of Pool Cap Reallocation as described in the Offer to Purchase). The offers with respect to the 3.750% Notes due 2022 and the 2.500% Notes due 2022 (collectively, the "2022 Pool") are subject to a "2022 Pool Offer Cap" of $2,500,000,000 (subject to adjustment as a result of Pool Cap

  Reallocation as described in the Offer to Purchase). The offers with respect to the 2.625% Notes due 2023 and the 3.300% Notes due 2023 (collectively, the "2023 Pool") are subject to a "2023 Pool Offer Cap" of $3,000,000,000 (subject to adjustment as a result of Pool Cap Reallocation as described in the Offer to Purchase). The offers with respect to the Floating Rate Notes due 2024, the 3.500% Notes due 2024 and the

  3.700% Notes due 2024 (collectively, the "2024 Pool") are subject to a "2024 Pool Offer Cap" of $1,500,000,000 (subject to adjustment as a result of Pool Cap Reallocation as described in the Offer to Purchase). The offers with respect to the 3.650% Notes due 2026 issued by ABIFI and the 3.650% Notes due 2026 issued by ABIWW and ABC (collectively, the "2026 Pool" and together with the 2021 Pool, the 2022 Pool, the 2023 Pool and the 2024 Pool, the "Pools") are subject to a "2026 Pool Offer Cap" of $1,600,000,000

  (subject to adjustment as a result of Pool Cap Reallocation as described in the Offer to Purchase) (together with the 2021 Pool Offer Cap, the 2022 Pool Offer Cap, the 2023 Pool Offer Cap and the 2024 Pool Offer Cap, the "Pool Offer Caps"). The offers for the 2021 Pool, the 2022 Pool, the 2023 Pool, the 2024 Pool and the 2026 Pool (collectively, the "Notes") are subject to an Aggregate Offer Cap equal to an aggregate purchase price (excluding Accrued Interest (as defined below)) of up to $11,000,000,000. The Pool Offer Caps are subject to adjustment through Pool Cap Reallocation as described in the Offer to Purchase.

• (b) Payable in cash per each $1,000 principal amount of the specified series of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time and accepted for purchase.

• (c) Hypothetical Total Consideration for each series of Notes other than the Floating Rate Notes due 2021 and the

  Floating Rate Notes due 2024 (such Notes collectively, the "Fixed Rate Notes") is based on the fixed spread for the applicable series of Notes to the yield of the U.S. Treasury Reference Security for that series as of 11:00 a.m., New York City time, on 9 January 2019 and assumes a Final Settlement Date of 11 February 2019. The information provided in the above tables is for illustrative purposes only. The Companies make no representation with respect to the actual consideration that may be paid, and such amounts may be greater or less than those shown in the above table depending on the yield of the applicable U.S. Treasury Reference Security as of the applicable Price Determination Time (as defined below). The actual Total Consideration (as defined below) for each series of Fixed Rate Notes will be based on the fixed spread for the applicable series of Notes to the yield of the U.S. Treasury Reference Security for that series as of 11:00 a.m., New York City

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time, on the applicable Price Determination Time. The hypothetical Total Consideration excludes accrued and unpaid interest on the Notes accepted for purchase.

• (d) The Total Consideration for the Floating Rate Notes due 2021 and the Floating Rate Notes due 2024 (the

  "Floating Rate Notes") is fixed. The Total Consideration for the Floating Rate Notes due 2021 is $1,013.75 per $1,000 principal amount and the Total Consideration for the Floating Rate Notes due 2024 is $982.50 per $1,000 principal amount.

• (e) The fixed spread will be used to calculate the yield to maturity that will be used to calculate the Total Consideration (other than for the Floating Rate Notes), which already includes the Early Tender Payment.

The Tender Offers for the Notes will each expire at 11:59 p.m., New York City time, on 7 February 2019

(the "Expiration Time"), or, in each case, any other date and time to which the Companies extend the applicable Tender Offer. Holders must validly tender their Notes prior to or at 5:00 p.m., New York City time, on 24 January 2019 (such date and time, as it may be extended with respect to a series of Notes, the "Early Tender Time"), to be eligible to receive the applicable Total Consideration (as defined below) which includes an amount in cash (the "Early Tender Payment") equal to the applicable amount set forth in the table above under the heading "Early Tender Payment," plus accrued interest. If Holders validly tender their Notes after the Early Tender Time but prior to or at the applicable Expiration Time, Holders will only be eligible to receive the applicable Tender Offer Consideration plus accrued interest.

Notes tendered may be withdrawn prior to or at, but not after, 5:00 p.m. New York City time, on 24 January 2019 (such date and time, as it may be extended with respect to a series of Notes, the

"Withdrawal Deadline"). The Tender Offers are subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase, including the completion by any of the Companies of a public offering of new debt securities that closes no later than the Expiration Time on terms reasonably satisfactory to the Companies, as described in the Offer to Purchase.

The Companies will only accept for purchase Notes up to an aggregate purchase price (excluding accrued interest) that will not exceed the Aggregate Offer Cap and each Pool's applicable Pool Offer Cap.

However, if at least one of the Pools is in aggregate undersubscribed and at least one of the Pools is in aggregate oversubscribed, then the Pool Offer Caps will be adjusted in accordance with the Pool Cap Reallocation mechanism described in the Offer to Purchase. The purpose of Pool Cap Reallocation is to allow the Companies to reduce or eliminate the proration necessary on the purchase of Notes in one or more Oversubscribed Pools, while still purchasing all of the Notes validly tendered as of the Early Tender Time in any Undersubscribed Pools within the Aggregate Offer Cap.

If, following any Pool Cap Reallocation, there remain Oversubscribed Pools, then the applicable Company will not accept any Notes validly tendered by Holders of Notes in such Oversubscribed Pools after the Early Tender Time unless the Companies increases the Aggregate Offer Cap and the applicable Pool Offer Caps. Acceptance of Notes tendered pursuant to the Tender Offers may be subject to proration, as described in the Offer to Purchase.

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The purchase of any series of Notes is not conditioned upon the purchase of any other series of Notes.

Any Notes validly tendered in the Tender Offers and accepted for purchase will be accepted for purchase by the Companies based on the Aggregate Offer Cap and the applicable Pool Offer Cap and the acceptance priority levels within each of the 2021 Pool, the 2022 Pool, the 2023 Pool, the 2024 Pool and the 2026 Pool noted above (the "Acceptance Priority Levels"), each as more fully described in the Offer to

Purchase. If, following any Pool Cap Reallocation, the purchase of all validly tendered Notes in a Pool, would result in an aggregate purchase price greater than the applicable Pool Offer Cap, then such Pool will be oversubscribed and if the Companies accept Notes in such Pool, any Notes accepted for purchase in the lowest Acceptance Priority Level in which Notes are accepted for purchase will be accepted for tender on a prorated basis. For the avoidance of doubt, Notes tendered prior to or at the Early Tender Time will have priority over Notes tendered after the Early Tender Time, regardless of the Acceptance Priority Levels. If the Aggregate Offer Cap is reached at the Early Tender Time, then no Notes tendered after the Early Tender Time will be purchased, unless the Companies increase the Aggregate Offer Cap.

The "Total Consideration" payable for each series of Fixed Rate Notes will be a price per $1,000 principal amount of such series that would reflect a yield to the applicable maturity date of such series of Notes equal to the sum of (i) the Reference Yield (as defined below) for such series, determined at 11:00 a.m. (New York City time) on the business day following the Early Tender Time, plus (ii) the fixed spread applicable to such series, as set forth in the table above (the "Fixed Spread"), minus accrued and unpaid interest on the Notes from, and including, the most recent interest payment date up to, but excluding, the applicable Settlement Date (as defined in the Offer to Purchase). The Total Consideration also includes the Early Tender Payment for the applicable series of Notes set forth in the table above. The "Reference

Yield" means the bid side yield to maturity of the applicable reference security listed in the table above

(the "Reference Security") for such series as calculated by the Dealer Managers (as defined below).

The Total Consideration for the Floating Rate Notes due 2021 is $1,013.75 per $1,000 principal amount and the Total Consideration for the Floating Rate Notes due 2024 is $982.50 per $1,000 principal amount.

Holders of Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender Time and that are accepted for purchase will receive the applicable Total Consideration.

Holders of any Notes that are validly tendered after the Early Tender Time but prior to or at the Expiration Time and that are accepted for purchase will receive the applicable Total Consideration minus the Early

Tender Payment. Total Consideration minus the Early Tender Payment is referred to as the "Tender Offer Consideration."

The Dealer Managers for the Tender Offers are: