Anheuser Busch InBev : Announces Early Results of Tender Offers for Up To USD 16.5 Billion Aggregate Purchase Price of Twelve Series of USD Notes

Anheuser-Busch InBev Announces Early Results of Tender Offers for Up 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 early results of offers by its wholly owned subsidiaries Anheuser-Busch InBev Finance Inc. ("ABIFI" or a "Company"), Anheuser-Busch InBev Worldwide Inc. ("ABIWW" or a "Company") and Anheuser-Busch Companies, LLC ("ABC" or a "Company" and together with ABIFI and ABIWW, the "Companies") to purchase for cash any validly tendered (and not validly withdrawn)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 $16,500,000,000 (the "Aggregate Offer Cap") of twelve series of notes issued by the Companies (the "Tender Offers").

As announced on 10 January 2019, the Companies will spend up to the Aggregate Offer Cap, and subject to the applicable Pool Offer Caps, to purchase the outstanding notes listed in the table below (together, the "Notes").

The Tender Offers have been made pursuant to the terms and 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.

According to information provided by Global Bondholder Services Corporation, the tender and information agent for the Tender Offers, $16,326,085,000 aggregate principal amount of the Notes were validly tendered prior to or at the Early Tender Time and not validly withdrawn.

The following table indicates, among other things, the principal amount of Notes validly tendered as of the Early Tender Deadline:

Pool

Acceptance Outstanding Principal Principal Amount Tendered as ofTitle of Notes

CUSIP / ISIN

IssuerPriority Level Amount

Early Tender Time

2021 PoolUp to USD 2.70 Billion Aggregate Purchase Price (subject to adjustment as a result of Pool Cap Reallocation)

2.650% Notes

035242 AJ5 /ABIFI

1

$4,967,588,000

$2,518,521,000

due 2021

US035242 AJ52

Floating Rate

035242 AK2 /ABIFI

2

$500,000,000

$189,204,000

Notes due 2021

US035242 AK26

4.375% Notes

due 2021

03523TBB3 /US03523T BB35

ABIWW

3

$500,000,000

$214,638,000

2022 Pool

Up to USD 2.80 Billion Aggregate Purchase Price (subject to adjustment as a result of Pool Cap Reallocation)

3.750% Notes

due 2022

035240 AD2 /

US035240 AD27

ABIWW

1

$2,350,039,000

$1,100,543,000

2.500% Notes

due 2022

03523TBP2 /US03523T BP21

ABIWW

2

$3,000,000,000

$1,294,777,000

2023 Pool

Up to USD 3.70 Billion Aggregate Purchase Price (subject to adjustment as a result of Pool Cap Reallocation)

2.625% Notes

due 2023

035242 AA4 /

US035242 AA44

ABIFI

1

$1,250,000,000

$605,570,000

3.300% Notes

due 2023

035242 AL0 /US035242 AL09

ABIFI

2

$6,000,000,000

$2,881,902,000

2024 Pool

Up to USD 1.80 Billion Aggregate Purchase Price (subject to adjustment as a result of Pool Cap Reallocation)

Floating Rate

Notes due 2024

035240AK6 /

US035240 AK69

ABIWW

1

$500,000,000

$264,859,000

3.500% Notes

due 2024

035240AJ9 /

US035240 AJ96

ABIWW

2

$1,500,000,000

$845,575,000

3.700% Notes

due 2024

03524B AE6 /US03524BAE65

ABIFI

3

$1,400,000,000

$534,789,000

2026 Pool

Up to USD 5.50 Billion Aggregate Purchase Price (subject to adjustment as a result of Pool Cap Reallocation)

3.650% Notes

due 2026

035242 AP1 /

US035242 AP13

3.650% Notes

due 2026

03522A AD2 /

U00323 AD4 /US03522A AD28 / and ABC

USU00323 AD40

ABIFI

1

$2,444,837,000

$811,685,000

ABIWW

1

$8,555,163,000

$5,064,022,000

The pricing of the Total Consideration for each series of Fixed Rate Notes is expected to occur at 11:00 a.m., New York City time, on 25 January 2019. The Companies will announce how many Notes

of each series were accepted for purchase, according to the Acceptance Priority Levels and the Pool

Offer Caps after any Pool Cap Reallocation, immediately following pricing.

The Companies expect that, following pricing, Pool Cap Reallocation will result in the Pool Offer Caps for the 2021 Pool and the 2026 Pool being increased such that all notes in all Pools that were validly tendered and not withdrawn by the Early Tender Deadline will be accepted and no proration will occur.

The Tender Offers are subject to the satisfaction of certain conditions, as set forth 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

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

Attention: Liability

USA

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

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

Attn: Liability Management Group

USA

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]

Non-U.S. Distribution Restrictions

Italy. None of the Offer to Purchase or any other document or materials relating to the Tender Offers 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 Offers are 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 Offers 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 Offers.

United Kingdom. The communication of the Offer to Purchase and any other documents or materials relating to the Tender Offers 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 Offeror, (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 Offers is not being made, directly or indirectly, to the public in the Republic of France (France). Neither the Offer to Purchase nor any other document or material relating to the Tender Offers 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 d'investissement de gestion de portefeuille pour compte de tiers)

and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Tender Offers. The Offer to

Purchase has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

Belgium. Neither the Offer to Purchase nor any other documents or materials relating to the Tender Offers have been submitted to or will be submitted for approval or recognition to the Belgian

Financial Services and Markets Authority (Autoriteit voor financiële diensten en markten / Autorité des services marchés financiers) and, accordingly, the Tender Offers may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Tender Offer may not be advertised and the Tender Offers will not be extended, and neither this Offer to Purchase nor any other documents or materials relating to the Tender Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10

of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (as amended or replaced from time to time),

acting on their own account. Insofar as Belgium is concerned, the Offer to Purchase has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Tender Offers. Accordingly, the information contained in the Offer to Purchase may not be used for any other purpose or disclosed to any other person in Belgium.

Legal Notices

This announcement is for informational purposes only and is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. This announcement does not describe all the material terms of the Tender Offers and no decision should be made by any