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

News Release

Brussels / 25 January 2019 / 7:30 p.m. CET

Anheuser-Busch InBev Announces Pricing 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 pricing 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and together with ABIFI and ABIWW, the "Companies") to purchase for cash any validly tendered (and not validly withdrawn)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").

The Companies announced the pricing as set forth in the table below of its offers to purchase the outstanding notes listed below (together, the "Notes").

As announced on 10 January 2019, the Companies will spend up to $16,500,000,000 combined aggregate purchase price (excluding accrued and unpaid interest) in the Tender Offers (the "Aggregate Offer Cap"), subject to the Pool Offer Caps. Because the 2022, 2023 and 2024 Pool Offer Caps were not reached as of 5:00 p.m., New York City time, on Thursday, 24 January 2019 (the

"Early Tender Time") and the 2021 and 2026 Pool Offer Caps were exceeded, Pool Cap Reallocation

(as described in the Offer to Purchase) has been implemented and the adjusted Pool Offer Caps are as detailed in the table below.

2.650%

035242 AJ5 /

2.500% due

Notes due

US035242

ABIFI

1

$2,518,521,000

50 bps

12/31/20

2021

AJ52

2.592%

Floating

035242 AK2 /

Rate Notes due 2021

US035242

ABIFI

2

$189,204,000

N/A

N/AN/A

$1,013.75

AK26

News Release

Brussels / 25 January 2019 / 7:30 p.m. CET

Total aggregate purchase price for the 2021 Pool as of the Price Determination Time: $2,908,715,603.28

2022 Pool

Adjusted Pool Offer Cap: Up to USD 2,597,501,582 Aggregate Purchase Price

3.750%

035240 AD2 /

2.500% due

Notes due

US035240

ABIWW

1

$1,100,543,000

85 bps

2.571%

$1,009.07

1/15/22

2022

AD27

2.500%

03523TBP2 /

2.500% due

Notes due

US03523TABIWW

2

$1,294,777,000

90 bps

2.571%

$968.86

1/15/22

2022

BP21

Total aggregate purchase price for the 2022 Pool as of the Price Determination Time: $2,364,982,569.23

2023 Pool

Adjusted Pool Offer Cap: Up to USD 3,574,104,075 Aggregate Purchase Price

2.625%

035242 AA4 /

2.625% due

Notes due

US035242

ABIFI

1

$605,570,000

105 bps

2.587%

$963.21

12/31/23

2023

AA44

3.300%

035242 AL0 /

2.625% due

Notes due

US035242

ABIFI

2

$2,881,902,000

105 bps

12/31/23

2023

AL09

Total aggregate purchase price for the 2023 Pool as of the Price Determination Time: $3,429,543,951.96

2.587%

2024 Pool

Adjusted Pool Offer Cap: Up to USD 1,720,654,250 Aggregate Purchase Price

Floating

035240AK6 /

Rate Notes due 2024

US035240

ABIWW

1

$264,859,000

N/A

N/AN/A

$982.50

AK69

3.500%

035240AJ9 /

2.625% due

Notes due

US035240

ABIWW

2

$845,575,000

115 bps

12/31/23

2024

AJ96

2.587%

3.700%

03524B AE6 /

2.625% dueNotes due US03524BAEABIFI

3

$534,789,000

120 bps

12/31/23

2024

65

2.587%

Total aggregate purchase price for the 2024 Pool as of the Price Determination Time: $1,629,545,411.12

2026 Pool

Adjusted Pool Offer Cap: Up to USD 5,699,024,491 Aggregate Purchase Price

03522A AD2 /

U00323 AD4 /

3.650%

US03522A

Notes due

AD28 /ABIWW and ABC

3.125% due

1

$5,064,022,000

140 bps

2.751%

$969.93

11/15/28

2026

USU00323

AD40

Total aggregate purchase price for the 2026 Pool as of the Price Determination Time: $5,699,024,490.51

(a) Per $1,000 principal amount of Notes validly tendered and accepted for purchase prior to the Early Tender Time. The

Reference Yield and the Total Consideration for each series of the Fixed Rate Notes were determined at 11:00 a.m., New York City time, on 25 January 2019, as described in the Offer to Purchase. The Total Consideration includes the Early Tender Payment of $30 per $1,000 principal amount and assumes a settlement date of 11 February 2019.

The Companies have not elected to exercise their right to have an early settlement date, and the settlement date for all Notes validly tendered and accepted for purchase is expected to be on 11

February 2019 (the "Final Settlement Date"). Holders will also receive accrued and unpaid interest on the Notes validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the Final Settlement Date.

As previously announced, 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. Because the purchase price (excluding accrued and unpaid interest) for the aggregate principal amount of Notes validly tendered prior to or at the Early Tender Time and not validly withdrawn would not exceed the Aggregate Offer Cap, the Companies will accept for purchase all Notes that have been tendered by the Early Tender Time.

Because the 2021 and 2026 Pools were oversubscribed at the Early Tender Time, following Pool Cap Reallocation described in the Offer to Purchase, the 2021 and 2026 Pool Offer Caps have been increased to $2,908,715,604 and $5,699,024,491, respectively, such that all Notes that were validly tendered and not withdrawn in the 2021 and 2026 Pools by the Early Tender Time will be accepted and no proration will occur. Pursuant to Pool Cap Reallocation, the 2022, 2023 and 2024 Pool Offer Caps have been reduced to $2,597,501,582, $3,574,104,075 and $1,720,654,250, respectively. All bonds tendered and not validly withdrawn in the 2022, 2023 and 2024 Pools as of the Early Tender Time will be accepted.

Following Pool Cap Reallocation, the adjusted 2021 and 2026 Pool Offer Caps have been reached and the Companies will not accept for purchase any Notes in the 2021 Pool or the 2026 Pool tendered after Early Tender Time. Because the Aggregate Offer Cap has not been reached, however, the Companies expect to accept for purchase Notes in the 2022, 2023 and 2024 Pools validly tendered after the Early Tender Time, subject to the applicable adjusted Pool Offer Caps following Pool Cap Reallocation. Notes in the 2022, 2023 and 2024 Pools validly tendered after the Early Tender Time but prior to or at the Expiration Time and that are accepted for purchase will only receive the applicable Total Consideration minus the Early Tender Payment of $30 per $1,000 principal amount (plus accrued interest) and, because the Companies have elected not to extend the Withdrawal Deadline, may not be withdrawn. For the avoidance of doubt, Notes

ab-inbev.com

News Release

Brussels / 25 January 2019 / 7:30 p.m. CET

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.

Any Notes not accepted for purchase will be returned promptly to holders following the Final Settlement Date.

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.

Holders of the Notes who tendered at or prior to 5:00 p.m., New York City time, on 24 January 2019 and whose Notes were accepted for purchase are eligible to receive the Total Consideration.

The Tender Offers will expire at 11:59 p.m., New York City time, on 7 February 2019 (such time and date, the "Expiration Time").

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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, the 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

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