Anheuser Busch InBev : Upsizes Tender Offers to USD 16.5 Billion Aggregate Purchase Price of Twelve Series of USD Notes

Press Release

Brussels / 10 January 2019 / 8:30 pm CET

Anheuser-Busch InBev

Upsizes Tender Offers to USD 16.5 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 upsizing of the previously announced cash tender offers by its wholly-owned subsidiaries Anheuser-Busch InBev Worldwide Inc. ("ABIWW"), Anheuser-Busch Companies, LLC ("ABC") and Anheuser-Busch InBev Finance Inc. ("ABIFI" and, together with ABIWW and ABC, the "Companies") to purchase twelve series of Notes issued by the Companies (the "Tender Offers"). The Companies have amended the terms of the Tender Offers to increase the aggregate principal amount of

Notes that may be purchased to $16,500,000,000 (the "Aggregate Offer Cap"), as described in the table below. Except as described in this press release, the terms and conditions of the Tender Offers set forth in the prior press release, dated the date hereof, remain unchanged. The Tender Offers are being made upon the terms and subject to the conditions set forth in the offer to purchase 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, at their websitehttp://www.gbsc-usa.com/Anheuser-Busch/ or by calling [phone] (toll free) or [phone] (for banks and brokers).

ABC, ABIWW 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.

ab-inbev.com

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 2.70 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 2.80 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 3.70 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

$6,000,000,000 ABIFI

2

2.625% due 12/31/23

105 bps

$30

PX1

$988.58

2024 Pool

Up to USD 1.80 Billion Aggregate Purchase Price

Floating

Rate

Notes due 2024

US003355224400AKA6K6/ 9 $500,000,000 ABIWW

1

N/A

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 5.50 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 $2,700,000,000 (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 $2,800,000,000 (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 $3,700,000,000 (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 $1,800,000,000 (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 $5,500,000,000

  (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 $16,500,000,000. 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

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 Dealer Managers for the Tender Offers are:

Barclays Capital Inc.

BofA Merrill Lynch

Deutsche Bank Securities

745 Seventh Avenue New York, New York 10019 Attention: Liability Management

214 North Tryon Street, 14th Floor Charlotte, North Carolina 28255

USA

60 Wall Street, 2nd Floor New York, New York 10005

Group

Attn: Liability Management Group

USA

Call Collect: [phone] U.S. Toll Free: [phone]

Collect: [phone] U.S. Toll-Free: : [phone]

Attn: Liability Management Group

Collect: [phone] U.S. Toll-Free:[phone]

The Tender and Information Agent for the Tender Offers is:

Global Bondholders Services Corporation

65 Broadway - Suite 404

New York, New York 10006

Attention: Corporate Actions

Bank and Brokers Call Collect: [phone]

All Others Please Call Toll-Free: [phone]

Fax: [phone] or [phone]

English, Dutch and French versions of this press release will be available onwww.ab-inbev.com.

Non-U.S. Distribution Restrictions

Italy. None of the Offer to Purchase or any other document or materials relating to the Tender Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Tender Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of such Notes that are resident and/or located in Italy can tender Notes for purchase in the Tender Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with any other applicable laws and regulations and with any requirements imposed by CONSOB and any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with such Notes or the Tender Offer.

United Kingdom. The communication of this Offer to Purchase and any other documents or materials relating to the Tender Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, this Offer to Purchase and such documents and/or materials are not being distributed to, and must not be passed on to, persons in the United Kingdom other than (i) to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the

"Financial Promotion Order")), (ii) to those persons who are within Article 43(2) of the Financial Promotion

Order, including existing members and creditors of the Companies, (iii) to those persons who are outside the United Kingdom, or (iv) to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France. The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France (France). Neither this Offer to Purchase nor any other document or material relating to the Tender Offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service