Anheuser-Busch InBev S.A. (Form: S-8, Received: 09/08/2010 16:06:45)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Registration Statement No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Anheuser-Busch InBev SA/NV

(Exact Name of Registrant as Specified in Its Charter)

Belgium

None

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification Number)

Grand Place/Grote Markt 1

1000 Brussels, Belgium

(Address of Principal Executive Offices)

Discretionary Restricted Stock Units Programme

(Full Title of the Plans)

John Blood

Anheuser-Busch InBev SA/NV

250 Park Avenue

New York, New York 10017

Tel. No.: (212) 573-4366

(Name, Address and Telephone Number of Agent for Service)

Copies to:

George H. White

Sullivan & Cromwell LLP

1 New Fetter Lane

London EC4A 1AN

United Kingdom

Tel. No.: 011-44-20-7959-8900

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

CALCULATION OF REGISTRATION FEE



Title of Securities to Be Registered	Amount to Be Registered (2)	Proposed Maximum Offering Price Per Share(3)	Proposed Maximum Offering Price(3)	Amount of Registration Fee
Ordinary shares of Anheuser-Busch InBev SA/NV without nominal value (“Ordinary Shares”) (1)	500,000	$54.725	$27,362,500	$1,950.95

(1)

The Ordinary Shares of the Registrant may be represented by the Registrant’s American Depositary Shares (“ADSs”), evidenced by American Depositary Receipts, each representing one ordinary share without nominal value. A separate registration statement on Form F-6 was filed with the Securities and Exchange Commission on June 26, 2009, as amended by Post-Effective Amendment No. 1, filed on September 14, 2009 (Registration No. 333-160277) for the registration of ADSs evidenced by American Depositary Receipts issuable upon deposit of Ordinary Shares.

(2)	The amount being registered also includes an indeterminate number of Ordinary Shares which may be issuable under the plans as a result of variations in share capital, share splits, share dividends or similar transactions, in accordance with Rule 416.

(3)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act. The estimate is based on the average of the high and low prices of the Ordinary Shares represented by ADSs as reported on the New York Stock Exchange on September 2, 2010 .

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the plans covered by this registration statement as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). These documents and the documents incorporated herein by reference pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference

The following documents that Anheuser-Busch InBev SA/NV (“AB InBev”) has filed with the U.S. Securities and Exchange Commission (the “SEC”) are incorporated in this registration statement by reference and made a part hereof:

•

Annual Report for the year ended December 31, 2009 on Form 20-F filed with the SEC on April 15, 2010 (“Annual Report”);

•

Current Report on Form 6-K furnished to the SEC on July 12, 2010; and

•

The description of the Ordinary Shares contained under the headings “Item 10. Additional Information – Share Capital” and “Item 10. Additional Information – Memorandum and Articles of Association and Other Share Information – Description of the Rights and Benefits Attached To Our Shares”, and the description of the American Depositary Shares contained under the heading “Item 12. Description of Securities Other Than Equity Securities – American Depositary Shares” in the Registrant’s Registration Statement on Form 20-F (File No. 001-34455) filed with the SEC on September 14, 2009 (“Initial Form 20-F”) and any amendment or report filed for the purpose of updating such description.

Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference of such document shall not create any implication that there has been no change in the affairs of AB InBev since its date or that the information contained in it is current as of any time subsequent to its date.

All documents filed by AB InBev pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Reports on Form 6-K that AB InBev furnishes to the Commission will only be deemed incorporated by reference into this Registration Statement if such Report on Form 6-K expressly states that it is incorporated by reference herein.

Any statement contained in such a document shall be deemed to be modified or superseded for the purpose of this registration statement to the extent that a subsequent statement contained herein or in a subsequently filed document incorporated by reference herein, modifies or supersedes that statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. In addition, any statement contained in any such document shall be deemed to be superseded for the purpose of this registration statement to the extent that a discussion contained herein covering the same subject matter omits such statement. Any such statement omitted shall not be deemed to constitute a part of this registration statement.

Item 4.

Description of Securities

Please refer to “Item 10. Additional Information – Memorandum and Articles of Association and Other Share Information – Description of the Rights and Benefits Attached To Our Shares” in the Initial Form 20-F for a description of Ordinary Shares.

Please refer to “Item 12. Description of Securities Other Than Equity Securities – American Depositary Shares” in the Initial Form 20-F for a description of American Depositary Shares.

Item 5.

Interests of Named Experts and Counsel

Not applicable

Item 6.

Indemnification of Directors and Officers

Group Coverage and Policy

As the parent company of the AB InBev Group, Anheuser-Busch InBev SA/NV has undertaken to indemnify its directors, officers and employees against any and all expenses (including, without limitation, attorneys’ fees and any expenses of establishing a right to indemnification by Anheuser-Busch InBev SA/NV), judgments, fines, penalties, settlements and other amounts actually and reasonably incurred by any such director, officer and employee in connection with the defense or settlement of any proceeding brought (i) by a third party or (ii) by Anheuser-Busch InBev SA/NV or by shareholders or other third parties in the right of Anheuser-Busch InBev SA/NV. Such indemnification applies if, with respect to the acts or omissions of such director, officer and employee, he acted in good faith and in a manner he reasonably believed to be in the best interests of Anheuser-Busch InBev SA/NV and, in the case of a criminal action or proceeding, he had no reason to believe that his conduct was unlawful. For these purposes, “proceeding” refers to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative to which a director, officer or employee is a party or is threatened to be made a party by reason of the fact that he or she was a director or an agent of Anheuser-Busch InBev SA/NV or of one of its subsidiaries or by reason of anything done or not done by him in such capacity.

No determination in any proceeding by judgment, order, settlement or conviction or otherwise shall, of itself, create a presumption that such director, officer or employee did not act in good faith and in a manner which he reasonably believed to be in the best interests of Anheuser-Busch InBev SA/NV and, with respect to any criminal action or proceeding, he had reasonable cause to believe that his or her conduct was unlawful.

In addition, AB InBev has a liability insurance policy that covers all past, present and future directors and officers of Anheuser-Busch InBev SA/NV and its subsidiaries, which are those entities in which it holds more than 50% of the voting rights, or of which it can individually, or under a shareholders’ agreement, appoint the board of directors. The insurance covers any damages such directors or officers are legally obliged to pay as a result of any claim against them. A “claim” for these purposes includes include all requests against the directors and officers, including (i) a civil proceeding; (ii) a criminal proceeding; (iii) a formal administrative or regulatory proceeding; and (iv) a written request by a third party.

Item 7.

Exemption from Registration Claimed

Not applicable.

Item 8.

Exhibits


Exhibit No.		Description

4.1		Consolidated Articles of Association of Anheuser-Busch InBev SA/NV, dated as of June 14, 2010 (English-language translation) (incorporated by reference to Exhibit 99.1 to Anheuser-Busch InBev SA/NV’s Report on Form 6-K (File No. 001-34455) filed with the SEC on June 17, 2010).


Exhibit No.		Description

4.2		Amended and Restated Deposit Agreement, by and among Anheuser-Busch SA/NV and The Bank of New York Mellon, as Depositary and Owners and Holders of American Depositary Shares, dated as of September 15, 2009 (incorporated by reference to Exhibit 4.2 to Anheuser-Busch InBev SA/NV’s Registration Statement on Form S-8 (File No. 333-165065) filed with the SEC on February 25, 2010).

4.3		Terms and Conditions of Discretionary Restricted Stock Units Programme.

23.1		Consent of KPMG – Bedrijfsrevisoren / Réviseurs d’Entreprises

23.2		Consent of PricewaterhouseCoopers LLP

24.1		Power of Attorney of Certain Directors and Officers of Anheuser-Busch InBev SA/NV

24.2		Power of Attorney of Authorized Representative in the United States

Item 9.

Undertakings

(a)	The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(6)

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person against the registrant in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant, Anheuser-Busch InBev SA/NV, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Leuven, Belgium on September 8, 2010.


Anheuser-Busch InBev SA/NV

By:		/ S / B ENOIT L OORE
Name:		Benoit Loore
Title:		Vice-President, Legal Corporate and Compliance Anheuser-Busch InBev SA/NV

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated, on September 8, 2010.


Signature:		Title:

* Carlos Brito		Chief Executive Officer (principal executive officer)

* Felipe Dutra		Chief Financial Officer (principal financial and accounting officer)

August A. Busch IV		Director

* Jean-Luc Dehaene		Director

* Stéfan Descheemaeker		Director

* Peter Harf		Director

* Marcel Hermann Telles		Director

* Jorge Paulo Lemann		Director

* Arnoud de Pret Roose de Calesberg		Director



* Grégoire de Spoelberch		Director

* Kees J. Storm		Director

* Roberto Moses Thompson Motta		Director

* Alexandre Van Damme		Director

* Carlos Alberto da Veiga Sicupira		Director

* Mark Winkelman		Director

* John Blood		Authorized Representative in the United States



*By:		/ S / B ENOIT L OORE
		Benoit Loore
		Attorney-in-Fact

EXHIBIT INDEX


Exhibit No.		Description

4.1		Consolidated Articles of Association of Anheuser-Busch InBev SA/NV, dated as of June 14, 2010 (English-language translation) (incorporated by reference to Exhibit 99.1 to Anheuser-Busch InBev SA/NV’s Report on Form 6-K (File No. 001-34455) filed with the SEC on June 17, 2010).

4.2		Amended and Restated Deposit Agreement, by and among Anheuser-Busch SA/NV and The Bank of New York Mellon, as Depositary and Owners and Holders of American Depositary Shares, dated as of September 15, 2009 (incorporated by reference to Exhibit 4.2 to Anheuser-Busch InBev SA/NV’s Registration Statement on Form S-8 (File No. 333-165065) filed with the SEC on February 25, 2010) .

4.3		Terms and Conditions of Discretionary Restricted Stock Units Programme.

23.1		Consent of KPMG – Bedrijfsrevisoren / Réviseurs d’Entreprises

23.2		Consent of PricewaterhouseCoopers LLP

24.1		Power of Attorney of Certain Directors and Officers of Anheuser-Busch InBev SA/NV

24.2		Power of Attorney of Authorized Representative in the United States

Exhibit 4.3

LOGO

Anheuser-Busch InBev

Discretionary Restricted Stock Units Programme

Participants’ Guide

Terms and conditions relating to the Restricted Stock Units

1	Definitions

When used in this document, the following terms shall have the meaning ascribed to them as indicated below, unless expressly indicated otherwise:


AB InBev		Anheuser-Busch InBev NV/SA with its registered office at Grand Place 1, B-1000 Brussels, Belgium;

Acceptance Form		the form in which the Participant confirms, among other things, his acceptance of the Offer of AB InBev and the Restricted Stock Units;

ADS		an American Depositary Share issued under the deposit agreement with the Bank of New York Mellon (or any successor thereof) traded on the New York Stock Exchange (ISIN: US03524A1088) and representing one Share or the right to receive one Share of AB InBev;

Board of Directors		the board of directors of AB InBev;

Code of Dealing		the AB InBev Dealing Code, as amended from time to time;

Committee		the Compensation and Nominating Committee of AB InBev;


Confirmation Period		the period during which a Participant must return the completed Acceptance Form to AB InBev, as indicated in the Offer Letter;

Data Controller		AB InBev;

Data Processor		any third party designated by the Data Controller to process Personal Data on behalf of the Data Controller in accordance with Clause 13 for the implementation, administration and management of the Programme and the Share register and RSU register in electronic form;

Dismissal		termination of employment by AB InBev or its subsidiaries;

Dismissal for Serious Cause		termination of employment for serious cause (as determined by the Chief People Officer of AB InBev (or other designee of the Chief People Officer of AB InBev) or, if applicable, as defined in relevant local law) by AB InBev or its subsidiaries;

Divestiture		a situation whereby the Participant’s employer is no longer a subsidiary of AB InBev following a divestiture through the sale of shares in the said AB InBev subsidiary or otherwise;

Grant Date		has the meaning given to it in the Offer Letter;

Offer		the offer of Restricted Stock Units by AB InBev to the Participant as set out in the Offer Letter;

Offer Letter		the letter whereby AB InBev communicates the details of the Offer of Restricted Stock Units made to a Participant under the Programme, together with the Acceptance Form;

Outsourcing		a situation whereby (i) a Participant is dismissed by AB InBev or a subsidiary of AB InBev in the framework of a collective dismissal (in the meaning of the Belgian Law of 13 February 1998 or its equivalent in the jurisdiction of the Participant) and is re-employed, together with the other persons who have been likewise dismissed, by a third-party company which is not an affiliate of AB InBev and which provides services to AB InBev; or (ii) a Participant is transferred by AB InBev or a subsidiary of AB InBev in the framework of the Belgian Collective Bargaining Agreement No 32 bis of 7 June 1985 (or its equivalent in the jurisdiction of the Participant) to a third-party company which is not an affiliate of AB InBev and which provides services to AB InBev;

Participant		an employee of AB InBev or its subsidiaries and who received an Offer Letter, or any Successor to whom Restricted Stock Units have been transferred in accordance with these terms and conditions;


Personal Data	each item of information relating to a Participant including (i) his/her identification data (e.g. name, private or professional contact details), (ii) electronic identification data, (iii) personal characteristics (e.g. date of birth, gender, nationality), (iv) employer’s entity, (v) preferred language, (vi) financial data (e.g. details regarding bank account), (vii) details of all stock options and all other entitlement to shares awarded, cancelled, purchased, vested, unvested or outstanding;

Programme	the Discretionary Restricted Stock Units Programme;

Prohibited Period	any period defined as such in the Code of Dealing;

Pro-Rata Formula	PRR =	HR×M 60

	where:

	PRR	means the number of Restricted Stock Units that will remain in full force and effect following the termination of employment

	HR	means the number of Restricted Stock Units held by the Participant immediately prior to the termination of employment

	M	means the number of full calendar months of employment of the Participant within the AB InBev Group during the period from the SBC Grant Date until the date of termination of employment;

Resignation	the termination by a Participant of employment with AB InBev or its subsidiaries;

RSU or Restricted Stock Unit	the right to receive from AB InBev one existing Share in accordance with these terms and conditions;

SBC	the Share-Based Compensation Plan of AB InBev;

SBC Grant Date	has the meaning given to it in the Offer Letter;

Share	an ordinary share of AB InBev (ISIN: BE0003793107);

Successor	the successor of a Participant as determined under the applicable law of succession and/or the persons designated by a Participant, in accordance with the applicable law of succession, to inherit the rights of the Participant under the Programme after the death of the Participant;

Vesting Date	has the meaning given to it in the Offer Letter;

Vesting Period	the period running from the Grant Date to the Vesting Date (inclusive).

1	Approval of the Programme documentation

The Programme forms part of an agreement between the Participant and AB InBev. By returning their completed Acceptance Form, Participants unconditionally agree to be bound by the contents of this document, the Offer Letter and the Acceptance Form.

A Participant who fails to return the completed Acceptance Form before the expiry of the Confirmation Period will be deemed to have refused the Offer and the Restricted Stock Units.

2	Nature and characteristics of the Restricted Stock Units

2.1

Vesting

The Restricted Stock Units are subject to a Vesting Period as further described in the Offer Letter.

On or shortly after the Vesting Date, AB InBev will deliver one Share per Restricted Stock Unit held by the Participant, subject to the provisions of these terms and conditions. Unless explicitly set forth otherwise in these terms and conditions, Restricted Stock Units do not confer any shareholder’s rights.

At the request of the Participant, AB InBev may deliver ADSs listed on the New York Stock Exchange in lieu of Shares upon vesting of the Restricted Stock Units. To this end, Participants will need to indicate in writing to [optionmanager@inbev.com] before the Vesting Date that they want to be delivered ADSs in lieu of Shares. If a Participant requests to receive ADSs, all applicable references to Shares in the Programme, the Offer Letter and the Acceptance Form, shall mean ADSs with respect to such Participant.

2.2

Dividend protection

Restricted Stock Units entitle their holder to a dividend equivalent during the Vesting Period, which represents an amount equal to the gross dividend paid by AB InBev on the Shares underlying the Restricted Stock Units. This dividend equivalent will be granted to the Participants shortly after the payment of the dividend, in the form of additional Restricted Stock Units with the same vesting conditions and governed by the same terms and conditions as the original Restricted Stock Units.

The number of additional Restricted Stock Units to which a Participant is entitled upon payment of a dividend on the Shares underlying the Restricted Stock Units will be calculated by AB InBev. The number will be equal to the amount of the gross dividend divided by the closing share price on Euronext Brussels of the AB InBev Share on the dividend payment date and multiplied by the number of Restricted Stock Units that the Participants holds. The result of this calculation will be rounded down to the closest unit.

2.3

Transferability

Except for transfers as a result of death (see Clause 5.6 below), Restricted Stock Units may not be transferred or encumbered with any security, pledge or other right, or otherwise pass to any third party.

3	Nature and characteristics of the underlying Shares

3.1

General

The Shares to be delivered to the holders of Restricted Stock Units upon vesting of the Restricted Stock Units are existing ordinary Shares of AB InBev with all rights and benefits generally attached to such Shares. AB InBev will, at its discretion, deliver Shares in dematerialised (electronic or book-entry) form or in registered form.

3.2

Dividends

The Shares delivered upon vesting of the Restricted Stock Units give the right to the dividends paid on such Shares decided by AB InBev after the Vesting Date.

3.3

Transferability

Unless agreed otherwise between the Participant and AB InBev, the Shares delivered upon vesting of the Restricted Stock Units are not subject to any transfer restrictions under the rules of the Programme.

4	Expenses and taxes

All costs related to the attribution of the Restricted Stock Units, the attribution of the additional Restricted Stock Units referred to in Clause 2.2 above and the delivery of the underlying Shares will be borne by AB InBev, except taxes on stock exchange transactions and income and social security taxes on the income received by the Participants in connection with the delivery or the ownership of the Restricted Stock Units and with the delivery of the underlying Shares or ADSs. AB InBev may withhold from any payment or delivery of Shares or ADSs any income or social security taxes that are required to be withheld under any applicable law, rule or regulation.

5	Expiry of the Restricted Stock Units before the Vesting Date and situation upon termination of employment

5.1

Dismissal other than for Serious Cause

Without prejudice to Clauses 5.2 to 5.6 below, in the case of termination of employment of a Participant:

5.1.1

if employment ends before the end of the second year following the relevant SBC Grant Date, all Restricted Stock Units held by the Participant will automatically expire and become null and void;

5.1.2

if employment ends on or after the end of the second year following the relevant SBC Grant Date, a portion of the Restricted Stock Units will remain in full force and effect and subject to these terms and conditions, provided that, if so requested by AB InBev, the Participant enters into a non-competition agreement. The modalities of the non-competition agreement will be agreed upon after the employment has ended.

The portion of Restricted Stock Units that will remain in full force and effect as indicated above will be calculated by AB InBev on the basis of the Pro-Rata Formula. The remaining Restricted Stock Units will automatically expire and become null and void.

The above rules apply notwithstanding any recourse which might be introduced by a dismissed Participant against the termination of employment.

5.2

Resignation and Dismissal for Serious Cause

Without prejudice to Clauses 5.4 and 5.5 below, in the case of Resignation or Dismissal for Serious Cause of a Participant before the Vesting Date, all Restricted Stock Units held by the Participant on the date of the end of employment, will automatically expire and become null and void.

The above rules apply notwithstanding any recourse which might be introduced by a dismissed Participant against such dismissal.

5.3

Outsourcing or Divestiture

Without prejudice to Clauses 5.4 and 5.5 below, in the case of Outsourcing or Divestiture before the Vesting Date:

5.3.1

if the effective date of Outsourcing or Divestiture occurs before the end of the second year following the relevant SBC Grant Date, all Restricted Stock Units held by the Participant will automatically expire and become null and void;

5.3.2

if the effective date of Outsourcing or Divestiture occurs on or after the end of the second year following the relevant SBC Grant Date, a portion of the Restricted Stock Units will remain in full force and effect and subject to these terms and conditions, provided that, if so requested by AB InBev, the Participant enters into a non-competition agreement. The modalities of the non-competition agreement will be agreed upon after the employment has ended;

The above rules apply notwithstanding any recourse which might be introduced by a dismissed Participant against such Outsourcing or Divestiture.

5.4

Termination of employment after cumulated age of 70

Notwithstanding Clauses 5.1 to 5.3 above, in the case of termination of employment, other than a termination of employment resulting from a Dismissal for Serious Cause, at or after a cumulated age of 70 (i.e. the sum, on the date of the end of employment, of (i) the age of the Participant and (ii) the number of years of employment of the Participant within the AB InBev Group):

5.4.1

if employment ends before the end of the second year following the relevant SBC Grant Date:

(i)

if the Participant has participated in the SBC in each of the last five years (or as many years in that period in which the Participant has been an employee of AB InBev or its subsidiaries), a portion of the Restricted Stock Units will remain in full force and effect and subject to these terms and conditions, provided that, if so requested by AB InBev, the Participant enters into a non-competition agreement. The modalities of the non-competition agreement will be agreed upon after the employment has ended.

(ii)

in all other cases, all Restricted Stock Units held by the Participant will automatically expire and become null and void;

5.4.2

5.5

Termination of employment after cumulated age of 80

Notwithstanding Clauses 5.1 to 5.3 above, in the case of termination of employment, other than a termination of employment resulting from a Dismissal for Serious Cause, at or after a cumulated age of 80 (i.e. the sum, on the date of the end of employment, of (i) the age of the Participant and (ii) the number of years of employment of the Participant within the AB InBev Group), the Restricted Stock Units will remain in full force and effect and subject to these terms and conditions.

5.6

Death or termination of employment following permanent disability

Notwithstanding Clauses 5.1 to 5.5 above, in the case of death of a Participant or termination of employment following permanent disability of a Participant before the Vesting Date, the Vesting Period referred to in Clause 2.1 will automatically expire and all Restricted Stock Units will automatically vest. The Shares to be delivered upon vesting of these Restricted Stock Units will be delivered to the relevant Participant’s Successors (if applicable) shortly after the Participant’s death or to the Participant shortly after the termination of the Participant’s employment following permanent disability.

Except as provided in Clause 5.7 below, the notion of “permanent disability” is to be defined by reference to the law governing the employment in the relevant jurisdiction of the Participant.

5.7

Notwithstanding Clause 5.6 above, for Participants subject to taxation in the United States, “permanent disability” shall mean at least one of the following:

5.7.1

the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months;

5.7.2

the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participant’s AB InBev employer; or

5.7.3

the Participant is determined to be totally disabled by the Social Security Administration.

5.8

In deviation from Clause 5.6 above, in the case of termination of employment of a Participant who is subject to taxation in the United States before the Vesting Date following permanent disability that does not meet the definition of “permanent disability” under Clause 5.7 above, the Restricted Stock Units will remain in full force and effect and will vest on the Vesting Date.

6	Administration of the Programme

6.1

Delegation to the Committee

The Board of Directors may delegate part or all powers under the Programme to the Committee. In the case of a delegation of powers, the Committee shall: (i) be responsible for the general administration of the Programme in accordance with the provisions thereof, under the supervision of the Board of Directors; and (ii) be authorised to establish rules for the administration, interpretation and application of the Programme and, if necessary, to interpret, amend and cancel these rules, in compliance with these terms and conditions.

In the case of a delegation of powers, the Board of Directors will retain full authority to exercise all the rights and obligations of the Committee under the Programme at any time whatsoever, or to delegate them to another committee constituted by the Board of Directors.

6.2

(Sub-)delegation to any third party

The Board of Directors and the Committee may (sub-)delegate certain well-specified powers to any third party they deem appropriate.

In the case of a (sub-)delegation of powers, the Board of Directors and the Committee will retain full authority to exercise all the rights and obligations so delegated.

7	Amendment to the capital structure and anti-dilution measures

AB InBev expressly reserves the right to proceed with corporate changes that have an impact on its capital, such as capital increases, including by incorporation of reserves in the capital, capital decreases, issuance of convertible bonds, subscription rights or options, stock splits or reverse stock splits, combinations or reclassifications of the Shares, mergers, (partial) demergers, as well as the right to amend the clauses in the articles of association governing the allocation of profits or liquidation boni.

In the event that such corporate changes would have an unfavourable effect on the Restricted Stock Units, the number of Restricted Stock Units and/or the number of Shares to which the Restricted Stock Units give rights will be adjusted for the purpose of safeguarding the interests of the holders of Restricted Stock Units, in the manner determined at the sole discretion of the Board of Directors, subject to any required action by the Shareholders' Meeting of AB InBev. The terms of such adjustment will be communicated to the Participants in due time.

In the event that AB InBev would be merged into another company, the rights and obligations of AB InBev under the Programme will automatically be transferred to the

absorbing company and the Restricted Stock Units will no longer give the Participants the right to Shares but instead the right to shares of the absorbing company, subject to applicable law and to any applicable corporate approval. The number of shares of the absorbing company to which each Restricted Stock Units will give right will be determined at the sole discretion of the Board of Directors and/or the board of directors of the absorbing company and will be communicated to the Participants in due time.

8	Electronic register, electronic evidence and electronic delivery

8 . 1

Electronic Share and RSU register

The Shares and Restricted Stock Units will be recorded in a register, which may be in electronic form and the maintenance of which may be delegated by AB InBev to a third party.

8.2

Electronic evidence

Electronic approvals, instructions, orders, statements and communications between a Participant, AB InBev, AB InBev affiliates and any third party to which powers have been sub-delegated by AB InBev for the administration of the Programme will have the same legal status as written approvals, instructions, orders, statements and communications. The written recording or the written reproduction of electronic approvals, instructions, orders, statements and communications received by AB InBev, AB InBev affiliates and any third party to which powers have been sub-delegated by AB InBev for the administration of the Programme, will constitute conclusive evidence between the Participant, AB InBev, AB InBev affiliates and any third party to which powers have been sub-delegated by AB InBev for the administration of the Programme, unless evidence to the contrary is provided by the Participant.

8 . 3

Consent to electronic delivery

As a condition to receiving the Restricted Stock Units, each Participant consents to delivery of all subsequent information relating to the Restricted Stock Units by electronic means, including e-mails to the Participants and postings on AB InBev’s website or intranet. Such information may include, amongst others, financial information concerning AB InBev. In order to access such information, Participants will be required to access AB InBev’s e-mail system, website and/or intranet. By returning the Acceptance Form, Participants are deemed to acknowledge that they have such access to the e-mail system of AB InBev, to AB InBev’s website and intranet and ordinarily use them in the ordinary course of their employment. Participants may obtain paper copies of any such information by submitting a request to receive paper copies to their respective People Department.

9	Matrimonial regime

In the event that the matrimonial regimes of Participants confer ownership or other rights on their spouses with respect to the Restricted Stock Units, those Participants undertake that their spouses shall appoint them as their sole representatives for all matters arising in relation to the Restricted Stock Units.

Death

In the event of a Participant's death, any Successor acquiring the Restricted Stock Units shall inform AB InBev of the Participant's death as soon as possible and at the latest one month from the date of death.

11	Modification of the terms and conditions

The Board of Directors may unilaterally modify at any time the practical and/or accessory modalities of the terms and conditions. It may also unilaterally modify the terms and conditions when such modifications are required to comply with any change in legislation.

12	Nature of the Programme

Notwithstanding any provisions to the contrary included in the terms and conditions, the Offer Letter, the Acceptance Form or any other document relating to the Programme:

12.1

the grant of Shares and/or Restricted Stock Units to the Participant in the framework of the Programme is unrelated to his occupational pension rights or pension claims, so that this grant cannot affect these occupational pension rights and claims;

12.2

the Programme, the terms and conditions, the Offer Letter, the Acceptance Form or any other document relating to the Programme do not confer upon the Participant any right to continued employment for any period of specific duration or interfere with or otherwise restrict in any way the rights of AB InBev or its subsidiaries to terminate the Participant's employment according to the applicable regulations in respect of termination thereof;

12.3

the grant of Restricted Stock Units cannot be considered as a right acquired for the future.

13	Privacy and processing of Personal Data

The Data Controller is responsible for the collection and processing of Personal Data as is necessary for the setting-up and administration of the Programme and the Share register of AB InBev in electronic form.

The Personal Data collected, inter alia, by way of the Acceptance Form will be used exclusively for the purposes of the administration of the Programme and the maintenance of the Share register of AB InBev in electronic form.

The Data Controller can transfer the Personal Data to the Data Processor and the employer of the Participant for the above purposes as well as to regulatory authorities for the purpose of complying with legal obligations in connection with the Programme. Such recipients may be located in jurisdictions outside the European Economic Area that may not provide an adequate level of personal data protection.

The Data Controller and the Data Processor shall abide by the Belgian law of 8 December 1992 on privacy protection in relation to the processing of personal data, as amended from time to time, and its implementing decrees.

Through their signature of the Acceptance Form, the Participants give their consent to the collection and processing of their Personal Data as described in this Clause 13.

The Participants have the right to access and correct their Personal Data by sending a written and signed request to their local People officer.

14	Severability

If any provision in this document is held to be illegal, invalid or unenforceable, in whole or in part, under any applicable law, that provision will be deemed not to form part of this document, and the legality, validity or enforceability of the remainder of this document will not be affected.

15	Applicable law

The Restricted Stock Units and these terms and conditions are governed by Belgian law.

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors of Anheuser-Busch InBev SA/NV :

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 14, 2010, with respect to the consolidated statement of financial position of Anheuser-Busch InBev SA/NV and subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the years in the three-year period ended December 31, 2009, which report appears in the Annual Report on Form 20-F of Anheuser-Busch InBev SA/NV for the year ended December 31, 2009.

KPMG Bedrijfsrevisoren – Réviseurs d’Entreprises

Statutory auditor

represented by

/s/ Jos Briers

Réviseur d’Entreprises/Bedrijfsrevisor

Brussels, BELGIUM

September 8, 2010

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Anheuser-Busch InBev SA/NV of our report dated April 14, 2010, relating to the financial statements of the Anheuser-Busch US Beer and Packaging reporting entities as of and for the year ended December 31, 2009, and our report dated June 26, 2009, relating to the financial statement of Anheuser-Busch Companies, Inc. as of December 31, 2008, which appear in Anheuser-Busch InBev SA/NV’s annual report on Form 20-F for the year ended December 31, 2009. The financial statements of the Anheuser-Busch US Beer and Packaging reporting entities and of Anheuser-Busch Companies, Inc. are not separately presented in Anheuser-Busch InBev SA/NV’s annual report on Form 20-F.

PricewaterhouseCoopers LLP

St. Louis, MO

September 8, 2010

Exhibit 24.1

POWER OF ATTORNEY

Reference is hereby made to the proposed registration by Anheuser-Busch InBev SA/NV (“ AB InBev ”) under the US Securities Act of 1933, as amended (the “ Securities Act ”), of ordinary shares of AB InBev, without nominal value, and American Depositary Shares, evidenced by American Depositary Receipts, each representing one ordinary share without nominal value, in each case to be offered and sold by AB InBev (the “ Securities ”) pursuant to the Discretionary Restricted Stock Units Programme. Such Securities will be registered on a registration statement on Form S-8 (the “ Registration Statement ”) filed with the US Securities and Exchange Commission (the “ SEC ”).

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints any Vice President of AB InBev, the Corporate Secretary or any Assistant Corporate Secretary of AB InBev, and each of them, with full power to act alone, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his or her name, place and stead, in any and all capacities, to sign the Registration Statements, any and all amendments thereto (including post-effective amendments) and any subsequent registration statement in respect of the Securities that is to be effective upon filing by AB InBev pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together, shall constitute one instrument.

[ Remainder of this page left intentionally blank .]


Date: September 2, 2010	By:	/s/ Carlos Brito
	Carlos Brito
	Chief Executive Officer

Date: September 2, 2010	By:	/s/ Felipe Dutra
	Felipe Dutra
	Chief Financial Officer

Date: September 2, 2010	By:
	August A. Busch IV
	Director

Date: September 2, 2010	By:	/s/ Jean-Luc Dehaene
	Jean-Luc Dehaene
	Director

Date: September 2, 2010	By:	/s/ Stefan Descheemaeker
	Stéfan Descheemaeker
	Director

Date: September 2, 2010	By:	/s/ Peter Harf
	Peter Harf
	Director
	(Chairman of the Board)

[ Signature page of Power of Attorney ]


Date: September 2, 2010	By:	/s/ Marcel Hermann Telles
		Marcel Hermann Telles
		Director

Date: September 2, 2010	By:	/s/ Jorge Paulo Lemann
		Jorge Paulo Lemann
		Director

Date: September 2, 2010	By:	/s/ Arnoud de Pret Roose de Calesberg
		Arnoud de Pret Roose de Calesberg
		Director

Date: September 2, 2010	By:	/s/ Grégoire de Spoelberch
		Grégoire de Spoelberch
		Director

Date: September 2, 2010	By:	/s/ Kees J. Storm
		Kees J. Storm
		Director

Date: September 2, 2010	By:	/s/ Roberto Moses Thompson Motta
		Roberto Moses Thompson Motta
		Director

Date: September 2, 2010	By:	/s/ Alexandre Van Damme
		Alexandre Van Damme
		Director

Date: September 2, 2010	By:	/s/ Carlos Alberto da Veiga Sicupira
		Carlos Alberto da Veiga Sicupira
		Director

Date: September 2, 2010	By:	/s/ Mark Winkelman
		Mark Winkelman
		Director

[ Signature page of Power of Attorney ]

Exhibit 24.2

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints any Vice President of AB InBev, the Corporate Secretary or any Assistant Corporate Secretary of AB InBev, and each of them, with full power to act alone, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement, any and all amendments thereto (including post-effective amendments) and any subsequent registration statement in respect of the Securities that is to be effective upon filing by AB InBev pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

[ Remainder of this page left intentionally blank .]

[ Signature page of Power of Attorney ]