ANHEUSER-BUSCH COMPANIES, LLC (Form: POSASR, Received: 10/07/2011 06:02:33)

As filed with the Securities and Exchange Commission on October 6, 2011

Registration No. 333-169514

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

FORM F-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ANHEUSER-BUSCH INBEV SA/NV

(Exact Name of Registrant as Specified in Its Charter)

Not Applicable

(Translation of registrant’s name into English)

Belgium

Not Applicable

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

Brouwerijplein 1,

3000 Leuven, Belgium

Telephone: (32) 16 27 61 11

(Address and Telephone Number of Registrant’s Principal Executive Offices)

John Blood

Anheuser-Busch InBev Services, LLC

250 Park Avenue

New York, New York 10177

Telephone: (212) 573-4366

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

(FOR CO-REGISTRANTS, PLEASE SEE “TABLE OF CO-REGISTRANTS” ON THE FOLLOWING PAGE)

Copies to:

George H. White

Sullivan & Cromwell LLP

1 New Fetter Lane

London EC4A 1AN, United Kingdom

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

Approximate date of commencement of proposed sale to the public:

From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

CALCULATION OF REGISTRATION FEE



Title of each class of securities to be registered	Amount to be registered	Proposed maximum aggregate offering price per unit	Proposed maximum aggregate offering price	Amount of registration fee
Guaranteed Debt Securities	⁽¹⁾	⁽¹⁾	⁽¹⁾	⁽¹⁾
Guarantees of Debt Securities	⁽²⁾	⁽²⁾	⁽²⁾	⁽²⁾

(1)

An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may from time to time be issued at indeterminate prices. In accordance with Rules 456(b) and 457(r) under the Securities Act, the Registrant is deferring payment of the entire registration fee.

(2)	Pursuant to Rule 457(n), no separate fee for the Guarantees as defined below is payable.

TABLE OF CO-REGISTRANTS


Exact Name as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Number	I.R.S. Employer Identification Number	Address, Including Zip Code and Telephone Number, Including Area Code, of Principal Executive Offices
Anheuser-Busch InBev Worldwide Inc.*	Delaware, United States	2082	43-1162835	One Busch Place, St. Louis, Missouri 63118, U.S.A. Tel: +1 (314) 577-2000

Cobrew NV/SA	Belgium	2082	N/A	Brouwerijplein 1, 3000 Leuven, Belgium Tel: +32 16 27 61 11

BrandBrew S.A.	Luxembourg	2082	N/A	5, rue Gabriel Lippmann L-5365 Munsbach, Luxembourg Tel: +352 26 15 96

Anheuser-Busch Companies, LLC	Delaware, United States	2082	43-1162835	One Busch Place, St. Louis, Missouri 63118, U.S.A. Tel: +1 (314) 577-2000

*	Anheuser-Busch InBev Worldwide Inc. is the issuer of the debt securities offered hereby. The other listed registrants are guarantors of the debt securities.

EXPLANATORY NOTE

This Amendment No. 1 to the Registration Statement on Form F-3 (File No. 333-169514) of Anheuser-Busch InBev SA/NV is being filed solely to reflect the change of name and business form of Anheuser-Busch Companies, Inc., a Delaware corporation and a co-registrant under the Registration Statement, to Anheuser-Busch Companies, LLC, a Delaware limited liability company, by way of conversion (the “ Conversion ”) pursuant to Section 266 of the Delaware General Corporation Law and Section 18-214 of the Delaware Limited Liability Company Act. The Conversion became effective at 3:00 p.m. (Eastern time) on October 1, 2011 (the “ Effective Time ”).

Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch InBev SA/NV, Anheuser-Busch Companies, LLC, Brandbrew SA, Cobrew NV/SA and The Bank of New York Mellon Trust Company, N.A., as trustee (the “ Trustee ”), have entered into a supplemental indenture to the Indenture, dated as of October 16, 2009 (as supplemented, the “ Indenture ”), among Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch InBev SA/NV, the Subsidiary Guarantors party thereto from time to time and the Trustee for the purpose of clarifying that, from and after the Effective Time, Anheuser-Busch Companies, Inc.’s obligations under its guarantee of securities outstanding under the Indenture remain obligations of Anheuser-Busch Companies, LLC by operation of law.

Accordingly, a prospectus supplement dated October 6, 2011 is being filed simultaneously herewith pursuant to Rule 424(b) under the Securities Act supplementing the prospectus contained in Part I of the Registration Statement as follows:

All references to “Anheuser-Busch Companies, Inc.” in the prospectus shall be deemed to refer to “Anheuser-Busch Companies, LLC,” except that the following references shall not be so modified:

•

The reference to “Anheuser-Busch Companies, Inc. Historical Financial Information” under the heading “Incorporation of Certain Documents by Reference” in such prospectus;

•

The two references to “Anheuser-Busch Companies, Inc.” audited financial statements under the heading “Experts” in such prospectus; and

•

Any reference to “Anheuser-Busch Companies, Inc.” in a document incorporated by reference in such prospectus at or prior to the Effective Time.

Copies of the supplemental indenture and the related officer’s certificate are filed as Exhibits 4.2 and 4.3, respectively, to this Amendment No. 1 to the Registration Statement. In addition, opinions as to validity of the securities registered on this Registration Statement and as to certain tax matters are filed herewith as Exhibits 5.1, 5.2, 5.3, 5.4, 8.1 and 8.2.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8.

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, attorney’s 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 defence 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, we have a liability insurance policy that covers all past, present and future directors and officers of Anheuser-Busch InBev SA/BV 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 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.

Anheuser-Busch InBev Worldwide Inc.

Section 102(b)(7) of the Delaware General Corporation Law (the “ DGCL ”) provides that a corporation may, in its certificate of incorporation, eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability: (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the DGCL (pertaining to certain prohibited acts including unlawful payment of dividends or unlawful purchase or redemption of the corporation’s capital stock); or (iv) for any transaction from which the director derived an improper personal benefit.

Section 145 of the DGCL provides, in relevant part, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually

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and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. Eligibility for indemnification in relation to an action or suit by or in the right of the corporation may be further subject to the adjudication of the Delaware Court of Chancery or the court in which such action or suit was brought. The determination regarding whether the indemnitee has met the applicable standard of conduct generally must be made by a majority of disinterested directors (or a committee thereof) or the stockholders, although indemnification is mandatory where the indemnitee is successful on the merits or otherwise in defense of the action. A corporation may advance the expenses incurred by an officer or director in defending against any action, suit or proceeding upon receipt of an undertaking by or on behalf such person to repay such expenses if it is ultimately determined that such person is not entitled to indemnification. The statute also provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any by-law, agreement, vote of stockholders or disinterested directors, or otherwise.

Section 145(g) of the DGCL authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as such at any other enterprise against any liability asserted against and incurred by such person in such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person under the DGCL.

The Delaware General Corporation Law permits the indemnification by a Delaware corporation of its directors, officers, employees and other agents against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than derivative actions which are by or in the right of the corporation) if they acted in good faith in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard of care is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with defense or settlement of such an action and requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation.

Anheuser-Busch InBev Worldwide Inc.’s Certificate of Incorporation provides that each person who was or is made a party to, or is involved in, any action, suit or proceeding by reason of the fact that he or she is or was a director or officer of Anheuser-Busch InBev Worldwide Inc. (or was serving at the request of Anheuser-Busch InBev Worldwide Inc. as a director, officer, employee or agent for another entity) while serving in such capacity will be indemnified and held harmless by Anheuser-Busch InBev Worldwide Inc. to the full extent authorized or permitted by Delaware law. The Certificate of Incorporation also provides that Anheuser-Busch InBev Worldwide Inc. may purchase and maintain insurance and may also create a trust fund, grant a security interest and/or use other means (including establishing letters of credit, surety bonds and other similar arrangements), and may enter into contracts providing for indemnification, to ensure full payment of indemnifiable amounts.

Anheuser-Busch Companies, LLC

Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

Anheuser-Busch Companies, LLC’s Operating Agreement provides that the company shall indemnify each person or entity who was or is a party defendant, in a pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the company) by

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reason of the fact that he is or was a member of the company; a member of the board of managers of the company (or a member of the board of directors of Anheuser-Busch Companies, Inc.); an officer, employee or agent of the company (or of Anheuser-Busch Companies, Inc.); or is or was serving at the request of the company (or of Anheuser-Busch Companies, Inc.), for instant expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding to the fullest extent allowed by all applicable law. In addition, no member of the board of managers or officer of the company (or of Anheuser-Busch Companies, Inc.) shall be liable to the company or its member for any act or omission of the board of managers or such officer, the effect of which may cause or result in loss or damage to the company or its member, if done or omitted in good faith to promote the best interests of the company (or of Anheuser-Busch Companies, Inc.).

Belgian Registrants

Anheuser-Busch InBev SA/NV and Cobrew NV/SA are incorporated under the laws of Belgium. Under Belgian law, the directors of a company may be liable for damages to the company in case of improper performance of their duties. The directors of Anheuser-Busch InBev SA/NV and Cobrew NV/SA may be liable to us and to third parties for infringement of our articles of association or Belgian company law. Under certain circumstances, directors may be criminally liable.

Luxembourg Registrant

BrandBrew S.A is incorporated as a société anonyme under the laws of Luxembourg. Directors of a Luxembourg société anonyme may be held personally liable as directors for their acts in such capacity in the following circumstances: they can be held individually liable to the company, but not to third parties, for mismanagement; they can be held jointly and severally liable to the company and third parties for losses suffered resulting from a breach of the provisions of the law of 10 August 1915 on commercial companies, as amended, or of the articles of association of the company (unless they did not participate in the breach and brought the facts to the knowledge of the shareholders immediately upon becoming aware of such facts); and they can be held liable, to any other person, for tort as to damages only which are distinct from a damage that would be suffered by the company.

A Luxembourg company may be held liable for criminal offenses where a criminal action has been committed in the name and for the benefit of such company, by one of its legal or de facto representatives. As Luxembourg provisions do not exclude accumulation of liabilities, such representatives may also have their criminal liability withheld.

Luxembourg law does not contain provisions regarding the indemnification of directors and officers.

According to Luxembourg employment law, an employer may, under certain circumstances, be required to indemnify an employee against losses and expenses incurred by him in the execution of his duties under an employment agreement, unless the losses and expenses arise from the employee’s gross negligence or willful misconduct.

The articles of incorporation of BrandBrew S.A. contain the following indemnification provision (which, from a Luxembourg point of view, only applies for civil liability—as opposed to criminal liability) for directors and officers of these companies (the following is an unofficial translation):

“The Company shall indemnify any director or officer and their heirs, executors and administrators against expenses reasonably incurred by him in connection with any action, suit or proceeding to which he may be made a party by reason of him being or having been director or officer of the Company, or, at the request of the Company, any other company of which the Company is a shareholder or creditor and by which he is not entitled to be indemnified, except in relation to matters as to which he shall be finally adjudged in such action, suit or proceeding to be liable for gross negligence or misconduct. In the event of a settlement, indemnification

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shall be provided only in connection with such matters covered by the settlement as to which the Company is advised by its legal counsel that the person to be indemnified is not guilty of gross negligence or misconduct. The foregoing right of indemnification shall not exclude other rights to which the persons to be indemnified pursuant to the Articles of Incorporation may be entitled.”

Item 9.

Exhibits


Number		Description

1.1	—	Form of Underwriting Agreement for debt securities.*

4.1	—	Form of Indenture among Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch InBev SA/NV, the Subsidiary Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to Form F-4 filed by Anheuser-Busch InBev SA/NV on 3 December 2009).

		We will, upon request of the Securities and Exchange Commission, furnish copies of trust deeds and instruments relating to our other long-term debt instruments.

4.2	—	Twenty-Fourth Supplemental Indenture among Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch InBev SA/NV, Anheuser-Busch Companies, LLC, Brandbrew SA, Cobrew NV/SA and The Bank of New York Mellon Trust Company, N.A., as trustee.

4.3	—	Officer’s Certificate in respect of Exhibit 4.2 above.

5.1	—	Opinion of Sullivan & Cromwell LLP, New York, New York, United States of America.

5.2	—	Opinion of Linklaters LLP, Brussels, Belgium, with respect to Anheuser-Busch InBev SA/NV.

5.3	—	Opinion of Linklaters LLP, Brussels, Belgium, with respect to Cobrew NV/SA.

5.4	—	Opinion of Linklaters LLP, Luxembourg, Luxembourg.

8.1	—	Opinion of Sullivan & Cromwell LLP, U.S. counsel for the Registrant, as to certain matters of U.S. taxation.

8.2	—	Opinion of Linklaters LLP, Luxembourg counsel to the Registrant, as to certain matters of Luxembourg taxation (included in Exhibit 5.3 above).

12.1	—	Calculation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 7.1 to Form 20-F filed by Anheuser-Busch InBev SA/NV on April 13, 2011).

23.1	—	Consent of PricewaterhouseCoopers—Bedrijfsrevisoren BCVBA (incorporated by reference to Exhibit 15.1 to Form 20-F filed by Anheuser-Busch InBev SA/NV on April 13, 2011).

23.2	—	Consent of KPMG—Bedrijfsrevisoren / Réviseurs d’Entreprises (incorporated by reference to Exhibit 15.2 to Form 20-F filed by Anheuser-Busch InBev SA/NV on April 13, 2011).

23.3	—	Consent of PricewaterhouseCoopers LLP (incorporated by reference to Exhibit 15.3 to Form 20-F filed by Anheuser-Busch InBev SA/NV on April 13, 2011).

23.4	—	Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1 above).

23.5	—	Consent of Sullivan & Cromwell LLP (included in Exhibit 8.1 above).

23.6	—	Consent of Linklaters LLP, Brussels, Belgium (included in Exhibit 5.2 above).

23.7	—	Consent of Linklaters LLP, Brussels, Belgium (included in Exhibit 5.3 above).

23.8	—	Consent of Linklaters LLP, Luxembourg, Luxembourg (included in Exhibit 5.4 above).

24.1	—	Powers of Attorney of certain Directors and Officers of Anheuser-Busch InBev Worldwide Inc.*

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Number		Description
24.2	—	Powers of Attorney of certain Directors and Officers of Anheuser-Busch InBev SA/NV.*

24.3	—	Powers of Attorney of certain Directors and Officers of BrandBrew S.A.

24.4	—	Powers of Attorney of certain Directors and Officers of Cobrew NV/SA.*

24.5	—	Powers of Attorney of certain Directors and Officers of Anheuser-Busch Companies, LLC.

24.6	—	Powers of Attorney of Joao Guerra, Principal Financial Officer of Anheuser-Busch InBev Worldwide Inc. and Anheuser-Busch Companies, LLC.

24.7	—	Powers of Attorney of Authorized Representative in the U.S.*

25.1	—	Statement of Eligibility of Trustee on Form T-1 with respect to Exhibit 4.1 above.*

*	Previously filed.

Item 10.

Undertakings

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;

(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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(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 (i), (ii) and (iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, 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.

(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.

(4) To file a post effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering.

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Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the Registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act if such financial statements and information are contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)

Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided , however , that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(6) That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, 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.

(7) That, for purposes of determining any liability under the Securities Act, each filing of Anheuser-Busch InBev SA/NV’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where

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applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act) 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.

(8) To file an application for the purpose of determining the eligibility of the trustee to act under sub-section (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act.

Insofar as indemnification for liabilities arising under the Securities Act 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 SEC such indemnification is against public policy as expressed in the Securities Act 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 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 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act, 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 F-3 and has duly caused this Amendment No. 1 to Form F-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in Leuven, Belgium on 6 October 2011.


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

By:	/ S / L IESBETH H ELLEMANS
	Name:	Liesbeth Hellemans
	Title:	Senior Legal Counsel, Corporate Finance and Governance— Anheuser-Busch InBev SA/NV

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Form F-3 has been signed below by the following persons in the capacities indicated, on 6 October 2011.


Signature		Title

* Carlos Brito		Chief Executive Officer (principal executive officer)

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

Olivier Goudet		Member of the Board of Directors

* Stéfan Descheemaeker		Member of the Board of Directors

* Peter Harf		Member of the Board of Directors

* Marcel Hermann Telles		Member of the Board of Directors

* Jorge Paulo Lemann		Member of the Board of Directors

Paul Cornet de Ways Ruart		Member of the Board of Directors

* Grégoire de Spoelberch		Member of the Board of Directors

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Signature		Title

* Kees J. Storm		Member of the Board of Directors

* Roberto Moses Thompson Motta		Member of the Board of Directors

* Alexandre Van Damme		Member of the Board of Directors

* Carlos Alberto da Veiga Sicupira		Member of the Board of Directors

* Mark Winkelman		Member of the Board of Directors


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

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the Authorized Representative has duly caused this Amendment No. 1 to Form F-3 to be signed on its behalf by the undersigned, solely in his capacity as the duly authorized representative of Anheuser-Busch InBev SA/NV, in Leuven, Belgium, on 6 October 2011.


	ANHEUSER-BUSCH INBEV SA/NV (Authorized Representative)

	By:	*
		Name:	John Blood
		Title:	Vice-President, Legal Anheuser-Busch InBev SA/NV

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

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant, Anheuser-Busch InBev Worldwide Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Amendment No. 1 to Form F-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in Leuven, Belgium on 6 October 2011.


ANHEUSER-BUSCH INBEV WORLDWIDE INC.

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 Amendment No. 1 to Form F-3 has been signed by the following persons in the capacities indicated on 6 October 2011.


Signature		Title(s)

* David A. Peacock		President and Chief Executive Officer (principal executive officer) and Chairman of the Board of Directors

* Joao Guerra		Vice-President, Finance (principal financial officer)

* Larry D. Baumann		Vice-President, Controller (principal accounting officer)

* Luiz F. Edmond		Member of the Board of Directors

* Gary L. Rutledge		Member of the Board of Directors

*By:

/ S / B ENOIT L OORE

Benoit Loore

Attorney-in-Fact

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant, Cobrew NV/SA, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Amendment No. 1 to Form F-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in Leuven, Belgium on 6 October 2011.


COBREW NV/SA

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

By:	/ S / L IESBETH H ELLEMANS
	Name:	Liesbeth Hellemans
	Title:	Senior Legal Counsel, Corporate Finance and Governance Anheuser-Busch InBev SA/NV

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Form F-3 has been signed by the following persons in the capacities indicated on 6 October 2011.


Signature		Title(s)

* Gert Boulangé		Member of the Board of Directors

* Ann Randon		Member of the Board of Directors

* Jo Van Biesbroeck		Member of the Board of Directors

* Jean-Louis Van de Perre		Member of the Board of Directors

*By:

/ S / B ENOIT L OORE

Benoit Loore

Attorney-in-Fact

II-11

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the Authorized Representative has duly caused this Amendment No. 1 to Form F-3 to be signed on its behalf by the undersigned, solely in his capacity as the duly authorized representative of Cobrew SA/NV, in Leuven, Belgium, on 6 October 2011.


COBREW NV/SA (Authorized Representative)

By:	*
	Name:	John Blood
	Title:	Vice-President, Legal Anheuser-Busch InBev SA/NV

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

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant, Brandbrew S.A., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Amendment No. 1 to Form F-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in Leuven, Belgium on 6 October 2011.


BRANDBREW S.A.

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 Amendment No. 1 to Form F-3 has been signed by the following persons in the capacities indicated on 6 October 2011.


Signature		Title(s)

* Gert Magis		Member of the Board of Directors

* Jean-Louis Van de Perre		Member of the Board of Directors

Petr Precechtel		Member of the Board of Directors

* Pascal Peigneux		Member of the Board of Directors

* Erik Van den Enden		Member of the Board of Directors

*By:

/ S / B ENOIT L OORE

Benoit Loore

Attorney-in-Fact

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the Authorized Representative has duly caused this Amendment No. 1 to Form F-3 to be signed on its behalf by the undersigned, solely in his capacity as the duly authorized representative of Brandbrew S.A., in Leuven, Belgium, on 6 October 2011.


BRANDBREW S.A. (Authorized Representative)

By:	*
	Name:	John Blood
	Title:	Vice-President, Legal Anheuser-Busch InBev SA/NV

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

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant, Anheuser-Busch Companies, LLC, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Amendment No. 1 to Form F-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in Leuven, Belgium on 6 October 2011.


ANHEUSER-BUSCH COMPANIES, LLC

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 Amendment No. 1 to Form F-3 has been signed by the following persons in the capacities indicated on 6 October 2011.


Signature		Title(s)

* David A Peacock		President, Chief Executive Officer (principal executive officer) and Chairman of the Board of Managers

* Joao Guerra		Vice-President, Finance (principal financial officer)

* Larry D. Baumann		Vice-President, Controller (principal accounting officer)

* Luiz F. Edmond		Member of the Board of Managers

* Gary L. Rutledge		Member of the Board of Managers

*By:

/ S / B ENOIT L OORE

Benoit Loore

Attorney-in-Fact

II-14

INDEX TO EXHIBITS


Number		Description

1.1	—	Form of Underwriting Agreement for debt securities.*

4.1	—	Form of Indenture among Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch InBev SA/NV, the Subsidiary Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to Form F-4 filed by Anheuser-Busch InBev SA/NV on 3 December 2009).

		We will, upon request of the Securities and Exchange Commission, furnish copies of trust deeds and instruments relating to our other long-term debt instruments.

4.2	—	Twenty-Fourth Supplemental Indenture among Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch InBev SA/NV, Anheuser-Busch Companies, LLC, Brandbrew SA, Cobrew NV/SA and The Bank of New York Mellon Trust Company, N.A., as trustee.

4.3	—	Officer’s Certificate in respect of Exhibit 4.2 above.

5.1	—	Opinion of Sullivan & Cromwell LLP, New York, New York, United States of America.

5.2	—	Opinion of Linklaters LLP, Brussels, Belgium, with respect to Anheuser-Busch InBev SA/NV.

5.3	—	Opinion of Linklaters LLP, Brussels, Belgium, with respect to Cobrew NV/SA.

5.4	—	Opinion of Linklaters LLP, Luxembourg, Luxembourg.

8.1	—	Opinion of Sullivan & Cromwell LLP, U.S. counsel for the Registrant, as to certain matters of U.S. taxation.

8.2	—	Opinion of Linklaters LLP, Luxembourg counsel to the Registrant, as to certain matters of Luxembourg taxation (included in Exhibit 5.3 above).

12.1	—	Calculation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 7.1 to Form 20-F filed by Anheuser-Busch InBev SA/NV on April 13, 2011).

23.1	—	Consent of PricewaterhouseCoopers—Bedrijfsrevisoren BCVBA (incorporated by reference to Exhibit 15.1 to Form 20-F filed by Anheuser-Busch InBev SA/NV on April 13, 2011).

23.2	—	Consent of KPMG—Bedrijfsrevisoren / Réviseurs d’Entreprises (incorporated by reference to Exhibit 15.2 to Form 20-F filed by Anheuser-Busch InBev SA/NV on April 13, 2011).

23.3	—	Consent of PricewaterhouseCoopers LLP (incorporated by reference to Exhibit 15.3 to Form 20-F filed by Anheuser-Busch InBev SA/NV on April 13, 2011).

23.4	—	Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1 above).

23.5	—	Consent of Sullivan & Cromwell LLP (included in Exhibit 8.1 above).

23.6	—	Consent of Linklaters LLP, Brussels, Belgium (included in Exhibit 5.2 above).

23.7	—	Consent of Linklaters LLP, Brussels, Belgium (included in Exhibit 5.3 above).

23.8	—	Consent of Linklaters LLP, Luxembourg, Luxembourg (included in Exhibit 5.4 above).

24.1	—	Powers of Attorney of certain Directors and Officers of Anheuser-Busch InBev Worldwide Inc.*

24.2	—	Powers of Attorney of certain Directors and Officers of Anheuser-Busch InBev SA/NV.*

24.3	—	Powers of Attorney of certain Directors and Officers of BrandBrew S.A.

24.4	—	Powers of Attorney of certain Directors and Officers of Cobrew NV/SA.*

II-15


Number		Description

24.5	—	Powers of Attorney of certain Directors and Officers of Anheuser-Busch Companies, LLC.

24.6	—	Powers of Attorney of Joao Guerra, Principal Financial Officer of Anheuser-Busch InBev Worldwide Inc. and Anheuser-Busch Companies, LLC.

24.7	—	Powers of Attorney of Authorized Representative in the U.S.*

25.1	—	Statement of Eligibility of Trustee on Form T-1 with respect to Exhibit 4.1 above.*

* Previously filed.

II-16

Exhibit 4.2

EXECUTION VERSION

ANHEUSER-BUSCH INBEV WORLDWIDE INC.

and

ANHEUSER-BUSCH INBEV NV/SA

and

the SUBSIDIARY GUARANTORS party hereto from time to time

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

Trustee

TWENTY-FOURTH SUPPLEMENTAL INDENTURE

Dated as of October 6, 2011

To the Indenture, dated as of October 16, 2009,

among Anheuser-Busch InBev Worldwide Inc.,

Anheuser-Busch InBev NV/SA, the Subsidiary Guarantors party thereto from time to time and

The Bank of New York Mellon Trust Company, N.A., Trustee

Conversion of a Subsidiary Guarantor

TABLE OF CONTENTS


		Page
ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01	Definitions		3
SECTION 1.02	Effect of Headings		4
SECTION 1.03	Severability Clause		4
SECTION 1.04	Benefits of Instrument		4

ARTICLE II

CONVERSION TO LIMITED LIABILITY COMPANY

SECTION 2.01	Confirmation of Obligations		4
SECTION 2.02	Amendments to the Indenture and the Securities.		5

ARTICLE III

MISCELLANEOUS PROVISIONS

SECTION 3.01	Effectiveness		5
SECTION 3.02	Ratification and Integral Part		6
SECTION 3.03	Priority		6
SECTION 3.04	Successors and Assigns		6
SECTION 3.05	Counterparts		6
SECTION 3.06	The Trustee		6
SECTION 3.07	Governing Law		6

- i -

TWENTY-FOURTH SUPPLEMENTAL INDENTURE, dated as of October 6, 2011 (the “ Twenty-Fourth Supplemental Indenture ”), among ANHEUSER-BUSCH INBEV WORLDWIDE INC., a corporation duly organized and existing under the laws of the State of Delaware (the “ Company ”), ANHEUSER-BUSCH INBEV NV/SA, a société anonyme duly organized and existing under the laws of the Kingdom of Belgium (the “ Parent Guarantor ”), ANHEUSER-BUSCH COMPANIES, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (“ ABC LLC ”) and into which the Delaware corporation known as Anheuser-Busch Companies, Inc. (“ ABC Inc. ”) has converted, BRANDBREW S.A., a public limited liability company organized and existing under Luxembourg law, COBREW NV/SA, a public limited liability company organized and existing under Belgian law (each, a “ Subsidiary Guarantor ”, and together with the Parent Guarantor, the “ Guarantors ”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “ Trustee ”), to the Indenture, dated as of October 16, 2009, among the Company, the Guarantors and the Trustee, as supplemented and amended from time to time (the “ Indenture ”).

RECITALS OF THE COMPANY AND THE GUARANTORS

WHEREAS, the Company, the Guarantors and the Trustee are parties to the Indenture, which provides for the issuance by the Company of its Securities, including but not limited to its 3.000% Notes due 2012, Floating Rate Notes due 2013, 2.500% Notes due 2013, Floating Rate Notes due 2014, 1.500% Notes due 2014, 5.375% Notes due 2014, 4.125% Notes due 2015, 3.625% Notes due 2015, 9.750% Notes due 2015, 3.65% Senior Unsecured Notes due January 15, 2016, 2.875% Notes due 2016, 7.75% Notes due 2019, 6.875% Notes due 2019, 5.375% Notes due 2020, 5.000% Notes due 2020, 4.375% Notes due 2021, 8.20% Notes due 2039, 8.000% Notes due 2039 and 6.375% Notes due 2040, and for the guarantee of Securities Outstanding from time to time by, among others, ABC LLC (the “ ABC Guarantees ”);

WHEREAS, Section 901(11) of the Indenture permits supplements thereto without the consent of Holders of Securities to cure any ambiguity in any provision of the Indenture, the Securities or the Guarantees or to make provisions with respect to matters or questions arising under the Indenture as the Company may deem necessary or desirable, provided that in either case such action does not adversely affect the interests of the Holders of the Securities of any series to which such provisions relate in any material respect;

WHEREAS, in compliance with applicable law, ABC Inc. elected to convert from a Delaware corporation to a Delaware limited liability company (the “ Conversion ”) and, upon completion of the Conversion (the date and time of the effectiveness of the Conversion being referred to herein as the “ Effective Time ”), changed its legal name and form of organization from Anheuser-Busch Companies, Inc. to Anheuser-Busch Companies, LLC;

- 1 -

WHEREAS, ABC LLC deems it advisable to enter into this Twenty-Fourth Supplemental Indenture for the purpose of clarifying that, from and after the Effective Time, ABC Inc.’s obligations under the ABC Guarantees remain obligations of ABC LLC by operation of law;

WHEREAS, the execution and delivery of this Twenty-Fourth Supplemental Indenture has been authorized by resolutions of the board of directors of ABC Inc. and the board of managers of ABC LLC;

WHEREAS, the Company and the Guarantors have delivered to the Trustee Officer’s Certificates, pursuant to Sections 102 and 903 of the Indenture, and an Opinion of Counsel, pursuant to Sections 102 and 903 of the Indenture, in connection with the execution of this Twenty-Fourth Supplemental Indenture;

WHEREAS, the Company and the Guarantors have requested that the Trustee execute and deliver this Twenty-Fourth Supplemental Indenture; and

WHEREAS, the Company and the Guarantors have taken all necessary corporate action to authorize the execution and delivery of this Twenty-Fourth Supplemental Indenture.

NOW, THEREFORE, THIS TWENTY-FOURTH SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the premises and the other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company, the Guarantors and the Trustee mutually agree as follows:

- 2 -

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01 Definitions .

Except as otherwise expressly provided or unless the context otherwise requires, all terms used in this Twenty-Fourth Supplemental Indenture which are defined in the Indenture shall have the meanings ascribed to them by the Indenture. The following terms used in this Twenty-Fourth Supplemental Indenture have the following respective meanings:

“ ABC Guarantees ” has the meaning set forth in the Recitals.

“ ABC Inc. ” has the meaning set forth in the preamble to this Twenty-Fourth Supplemental Indenture.

“ ABC LLC ” has the meaning set forth in the preamble to this Twenty-Fourth Supplemental Indenture.

“ Conversion ” has the meaning set forth in the Recitals.

“ Effective Time ” has the meaning set forth in the Recitals.

“ Existing Supplemental Indentures ” means the First Supplemental Indenture, dated October 16, 2009, the Second Supplemental Indenture, dated October 16, 2009, the Third Supplemental Indenture, dated October 16, 2009, the Fourth Supplemental Indenture, dated October 16, 2009, the Fifth Supplemental Indenture, dated November 27, 2009, the Sixth Supplemental Indenture, dated March 26, 2010, the Seventh Supplemental Indenture, dated March 29, 2010, the Eighth Supplemental Indenture, dated March 29, 2010, the Ninth Supplemental Indenture, dated March 29, 2010, the Tenth Supplemental Indenture, dated April 7, 2010, the Eleventh Supplemental Indenture, dated November 17, 2010, the Twelfth Supplemental Indenture, dated December 15, 2010, the Thirteenth Supplemental Indenture, dated January 27, 2011, the Fourteenth Supplemental Indenture, dated January 27, 2011, the Fifteenth Supplemental Indenture, dated January 27, 2011, the Sixteenth Supplemental Indenture, dated March 15, 2011, the Seventeenth Supplemental Indenture, dated March 15, 2011, the Eighteenth Supplemental Indenture, dated March 15, 2011, the Nineteenth Supplemental Indenture, dated March 15, 2011, the Twentieth Supplemental Indenture, dated March 15, 2011, the Twenty-First Supplemental Indenture, dated March 15, 2011, the Twenty-Second Supplemental Indenture, dated July 14, 2011 and the Twenty-Third Supplemental Indenture, dated July 14, 2011, each among the Company, the Parent Guarantor, the subsidiary guarantors party thereto from time to time and the Trustee.

- 3 -

“ Guarantors ” has the meaning set forth in the preamble to this Twenty-Fourth Supplemental Indenture.

“ Subsidiary Guarantor ” has the meaning set forth in the preamble to this Twenty-Fourth Supplemental Indenture.

“ Twenty-Fourth Supplemental Indenture ” has the meaning set forth in the preamble hereto.

SECTION 1.02 Effect of Headings .

The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

SECTION 1.03 Severability Clause .

In case any provision in this Twenty-Fourth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 1.04 Benefits of Instrument .

Nothing in this Twenty-Fourth Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Twenty-Fourth Supplemental Indenture or the Indenture.

ARTICLE II

CONVERSION TO LIMITED LIABILITY COMPANY

SECTION 2.01 Confirmation of Obligations. Although none of the Company, the Guarantors or the Trustee believes or concedes that such confirmation is required, as of the Effective Time, ABC LLC hereby confirms all of its obligations incurred as ABC Inc. under the ABC Guarantees, the Existing Supplemental Indentures and the Indenture, as amended and supplemented by this Twenty-Fourth Supplemental Indenture. Such obligations include (a) the irrevocable, full and unconditional guarantee of the due and punctual payment of the principal, and premium, if any, of (including any amount in respect of original issue discount) and interest, if any (together with any Additional Amounts payable pursuant to the terms of the Securities Outstanding from time to time), on, and of the due and punctual payment of the sinking fund payments, if any, and analogous obligations, if any, provided for pursuant to the terms of, all of the Securities Outstanding from time to time in accordance with the terms of the ABC Guarantees, the Existing Supplemental Indentures and the Indenture and (b) the due and punctual performance of all the other covenants and conditions of the ABC Guarantees,

- 4 -

the Existing Supplemental Indentures and the Indenture to be performed by it as a Subsidiary Guarantor, in each case when and as provided in the ABC Guarantees, the Existing Supplemental Indentures and the Indenture, as amended by this Twenty-Fourth Supplemental Indenture.

SECTION 2.02 Amendments to the Indenture and the Securities.

(a) As of the Effective Time, the definition of the term “Existing Target Debt” in Section 101 of the Indenture is amended in relevant part as follows and the provisions of such definition shall remain in effect as so modified:

The text “means the following notes, debentures and bonds of Anheuser-Busch Companies, Inc.” is amended and replaced in its entirety with “means the following notes, debentures and bonds of Anheuser-Busch Companies, LLC.”

(b) As of the Effective Time, the definition of the term “Subsidiary Guarantor” in Section 101 of the Indenture is amended in relevant part as follows and the provisions of such definition shall remain in effect as so modified:

The text “Anheuser-Busch Companies, Inc., a corporation duly organized and existing under the laws of the State of Delaware” is amended and replaced in its entirety with “Anheuser-Busch Companies, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware.”

(c) As of the Effective Time, the reference to “Anheuser-Busch Companies, Inc.” in Section 115 of the Indenture is amended to read “Anheuser-Busch Companies, LLC” and the provisions of said Section shall remain in effect as so modified.

(d) Until surrendered and exchanged, each Certificated Security and each Global Security evidencing Outstanding Securities immediately prior to the Effective Time shall, for all purposes of the Indenture and the Securities, continue to evidence the identical principal amount and number of Outstanding Securities as of the Effective Time, subject to the provisions of the Indenture. After the Effective Time, the Company and the Guarantors may make such modifications in the certificates evidencing (and the form of) the Securities as they deem necessary to reflect the substance of this Twenty-Fourth Supplemental Indenture, but no such modifications shall be necessary to reflect the substance of this Twenty-Fourth Supplemental Indenture.

ARTICLE III

MISCELLANEOUS PROVISIONS

SECTION 3.01 Effectiveness. Article II shall be deemed to have become effective at the Effective Time. An Officer’s Certificate referencing this Section

- 5 -

3.01 and stating that the Effective Time occurred at a particular time and date shall be conclusive evidence for all purposes of this instrument that the Effective Time occurred at the time and date stated therein.

SECTION 3.02 Ratification and Integral Part. The Indenture, as supplemented and amended by this Twenty-Fourth Supplemental Indenture, is in all respects ratified and confirmed and this Twenty-Fourth Supplemental Indenture will, at and after the Effective Time, be deemed an integral part of the Indenture in the manner and to the extent herein and therein provided.

SECTION 3.03 Priority. This Twenty-Fourth Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided. The provisions of this Twenty-Fourth Supplemental Indenture shall, subject to the terms hereof, supersede the provisions of the Indenture to the extent the Indenture is inconsistent herewith.

SECTION 3.04 Successors and Assigns. All covenants and agreements in the Indenture, as supplemented and amended by this Twenty-Fourth Supplemental Indenture, by the Company and the Guarantors will bind their respective successors and assigns, whether so expressed or not.

SECTION 3.05 Counterparts. This Twenty-Fourth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 3.06 The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Twenty-Fourth Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company and the Guarantors.

SECTION 3.07 Governing Law. This Twenty-Fourth Supplemental Indenture will be governed by and construed in accordance with the laws of the State of New York.

- 6 -

IN WITNESS WHEREOF, the parties hereto have caused this Twenty-Fourth Supplemental Indenture to be duly executed, all as of the day and year first above written.


A NHEUSER -B USCH I NBEV W ORLDWIDE I NC . as Company

By:		/s/ Benoit Loore
		Name: Benoit Loore
		Title: Authorized Officer

A NHEUSER -B USCH I N B EV NV/SA as Parent Guarantor

By:		/s/ Benoit Loore
		Name: Benoit Loore
		Title: Authorized Officer

By:		/s/ Liesbeth Hellemans
		Name: Liesbeth Hellemans
		Title: Authorized Officer

T HE B ANK OF N EW Y ORK M ELLON T RUST C OMPANY , N.A., as Trustee

By:		/s/ Kerry A. McFarland
		Name: Kerry A. McFarland
		Title: Vice President

- 7 -


A NHEUSER -B USCH C OMPANIES , LLC as Subsidiary Guarantor

By:		/s/ Thomas Larson
		Name: Thomas Larson
		Title: Authorized Officer

B RAND B REW S.A. a société anonyme with its registered address at 5, rue Gabriel Lippmann, L-5365 Munsbach, Luxembourg and registered with the Luxembourg register of commerce and companies under number B-75696, as Subsidiary Guarantor

By:		/s/ Gert Magis
		Name: Gert Magis
		Title: Director

By:		/s/ Erik Van den Enden
		Name: Erik Van den Enden
		Title: Director

C O B REW NV/SA as Subsidiary Guarantor

By:		/s/ Benoit Loore
		Name: Benoit Loore
		Title: Authorized Officer

By:		/s/ Liesbeth Hellemans
		Name: Liesbeth Hellemans
		Title: Authorized Officer

- 8 -

Exhibit 4.3

EXECUTION VERSION

ANHEUSER-BUSCH INBEV WORLDWIDE INC.

OFFICER’S CERTIFICATE

October 6, 2011

I, BENOIT LOORE, the Authorized Officer of Anheuser-Busch InBev Worldwide, Inc. (the “ Company ”), pursuant to Sections 102 and 903 of the Indenture, dated as of October 16, 2009, among the Company, Anheuser-Busch InBev NV/SA, as parent guarantor (the “ Parent Guarantor ”), the subsidiary guarantors party thereto from time to time (the “ Subsidiary Guarantors ” and, together with the Parent Guarantor, the “ Guarantors ”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “ Trustee ”), as heretofore supplemented and amended (the “ Base Indenture ”), and as supplemented by the Twenty-Fourth Supplemental Indenture, dated as of October 6, 2011 (the “ Twenty-Fourth Supplemental Indenture ”), hereby certify as follows:

(1)

I have read the provisions of the Base Indenture setting forth the covenants or conditions precedent to the execution and delivery by the Trustee of the Twenty-Fourth Supplemental Indenture and the definitions in the Base Indenture relating thereto;

(2)

I have examined the resolutions adopted relating to the execution and delivery of the Twenty-Fourth Supplemental Indenture, such other corporate records of the Company and the Guarantors and such other documents as I deemed necessary as a basis for the opinion hereinafter expressed;

(3)

In my opinion, I have made such examination or investigation as is necessary to enable me to express an informed opinion as to whether or not each such covenant or condition has been complied with;

(4)

I am of the opinion that all such conditions or covenants have been complied with and that the execution of the Twenty-Fourth Supplemental Indenture is authorized or permitted by the Base Indenture; and

(5)

For purposes of Section 3.01 of the Twenty-Fourth Supplemental Indenture, the Effective Time (as such term is defined in the Twenty-Fourth Supplemental Indenture) occurred at 3:00 p.m. (Eastern) on October 1, 2011.

[ signature page follows ]

IN WITNESS WHEREOF, I have signed this certificate as of the date first stated above.

/s/ Benoit Loore

BENOIT LOORE

AUTHORIZED OFFICER

Exhibit 5.1

October 6, 2011

Anheuser-Busch InBev Worldwide Inc.,

1209 Orange Street,

Wilmington, DE 19801.

Ladies and Gentlemen:

In connection with the registration under the Securities Act of 1933 (the “Act”) of an unspecified aggregate initial offering price or principal amount of unsecured debt securities (the “Debt Securities”) of Anheuser-Busch InBev Worldwide Inc., a Delaware corporation (the “Issuer”), and the related guarantees (the “Guarantees”) of the Debt Securities by Anheuser-Busch InBev SA/NV, Anheuser-Busch Companies, LLC, BrandBrew S.A. and Cobrew NV/SA (each a “Guarantor,” and together, the “Guarantors”), we, as your United States counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.

Upon the basis of such examination, we advise you that, in our opinion, when (i) Amendment No. 1 to the Registration Statement on Form F-3 (as so amended, the “Registration Statement”) has become effective under the Act, (ii) the terms of the


Anheuser-Busch InBev Worldwide Inc.		- 2 -

Debt Securities and the Guarantees, and of their issuance and sale have been duly established in conformity with the Indenture, dated as of October 16, 2009, as supplemented (the “Indenture”), between the Issuer and the Guarantors, on the one hand, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), on the other hand, so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Issuer or any of the Guarantors and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Issuer or any of the Guarantors, and (iii) the Debt Securities and the Guarantees have been duly executed and, in the case of the Debt Securities, authenticated in accordance with the Indenture and issued and sold as contemplated in the Registration Statement, (1) the Debt Securities will constitute valid and legally binding obligations of the Issuer and (2) the Guarantees will constitute valid and legally binding obligations of the respective Guarantors, subject in each case to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

We note that, as of the date of this opinion, a judgment for money in an action based on a Debt Security denominated in a foreign currency or composite currency unit or the related Guarantee in a Federal or state court in the United States ordinarily would be enforced in the United States only in United States dollars. The date used to determine the rate of conversion of the foreign currency or composite currency unit in


Anheuser-Busch InBev Worldwide Inc.		- 3 -

which a particular Debt Security is denominated or the related Guarantee into United States dollars will depend upon various factors, including which court renders the judgment. In the case of a Debt Security denominated in a foreign currency or the related Guarantee, a state court in the State of New York rendering a judgment on such Debt Security or Guarantee would be required under Section 27 of the New York Judiciary Law to render such judgment in the foreign currency in which the Debt Security or Guarantee is denominated, and such judgment would be converted into United States dollars at the exchange rate prevailing on the date of entry of the judgment.

The foregoing opinion is limited to the Federal laws of the United States, the laws of the State of New York and the Limited Liability Company Act of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. For purposes of our opinion, we have, with your approval, assumed that (i) BrandBrew S.A. is validly existing as a public limited liability company ( société anonyme ) under the laws of Luxembourg, (ii) each of Cobrew NV/SA and Anheuser-Busch InBev SA/NV is a validly existing public limited liability company ( société anonyme/naamloze vennotschap ) under the laws of Belgium, (iii) the Indenture has been duly authorized, executed and delivered by each of BrandBrew S.A., Cobrew NV/SA and Anheuser-Busch InBev SA/NV under the laws of its jurisdiction of organization, (iv) the execution and delivery of the Indenture has not resulted in any breach or violation of, or conflict with, any Luxembourg or Belgian statute, rule or regulation and (v) the provisions of the Indenture designating the law of the State of New York as the


Anheuser-Busch InBev Worldwide Inc.		- 4 -

governing law of the Indenture are valid and binding on each of BrandBrew S.A., Cobrew NV/SA and Anheuser-Busch InBev SA/NV under the laws of its jurisdiction of organization. We note that, with respect to all matters of Belgian law and Luxembourg law, you are relying upon the opinions of Linklaters LLP, which are also filed as exhibits to the Registration Statement.

Also, we have relied as to certain factual matters on information obtained from public officials, officers of the Issuer and the Guarantors and other sources believed by us to be responsible, and we have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee, an assumption which we have not independently verified.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us under the heading “Validity of Securities” in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ S ULLIVAN & C ROMWELL LLP

Avocats/Advocaten

Linklaters LLP

Rue Brederode 13

B - 1000 Brussels

Telephone (+32) 2 501 94 11

Facsimile (+32) 2 501 94 94

françois.debauw@linklaters.com

To: Anheuser-Busch InBev Worldwide Inc.

1209 Orange Street

Wilmington

Delaware 19801

USA

6 October 2011

Dear Sirs

Anheuser-Busch InBev SA/NV (the “Company”)

Amendment No. 1 to the Registration Statement on Form F-3 filed with the U.S. Securities and Exchange Commission on 21 September 2010

1	Introduction

We have acted as your Belgian legal advisers in connection with the registration of the Debt Securities and the Guarantees to be endorsed thereon under the U.S. Securities Act of 1933 (the “ Securities Act ”).

2	Belgian Law

This opinion is limited to Belgian law as applied by the Belgian courts and published and in effect on the date of this opinion. It is given on the basis that all matters relating to it will be governed by, and that it (including all terms used in it) will be construed in accordance with, Belgian law. Nothing herein may be construed as an opinion on matters governed by the federal or state laws of the United States of America or the federal or state laws of any other jurisdiction.

3	Scope of Inquiry

For the purpose of rendering this opinion, we have examined and relied upon the following documents:

(i)	a copy of the Registration Statement on Form F-3 dated 21 September 2010 as filed with the U.S. Securities and Exchange Commission on 21 September 2010 (the “ Registration Statement ”);

(ii)	a copy of the Amendment No. 1 to the Registration Statement dated 6 October 2011 to be filed with the Securities and Exchange Commission on 6 October 2011 (the “ Amendment ”);

This communication is confidential and may be privileged or otherwise protected by work product immunity.

Linklaters LLP is a limited liability partnership registered in England and Wales with registered number OC326345. It is a law firm regulated by the Solicitors Regulation Authority. The term partner in relation to Linklaters LLP is used to refer to a member of the LLP or an independent consultant or, outside of Belgium, an employee of Linklaters LLP or any of its affiliated firms or entities with equivalent standing and qualifications. A list of the names of the members of Linklaters LLP and of the non members who are designated as partners and their professional qualifications is open to inspection at its registered office, One Silk Street, London EC2Y 8HQ, England, or on www.linklaters.com.

Please refer to www.linklaters.com/regulation for important information on Linklaters LLP’s regulatory position.

A14086166/0.6/06 oct 2011

(iii)

an executed copy of the base indenture dated 16 October 2009 between, among others, Anheuser-Busch InBev Worldwide Inc., the Company as parent guarantor and The Bank of New York Mellon Trust Company, N.A. as trustee (as amended, the “ Base Indenture ”), including in its Article 2 the forms of debt securities (the “ Debt Securities ”) and guarantees (the “ Guarantees ”);

(iv)	an executed copy of the fifth supplemental indenture dated as of 27 November 2009 between, among others, Anheuser-Busch InBev Worldwide Inc., the Company and The Bank of New York Mellon Trust Company, N.A. as trustee (the “ Fifth Supplemental Indenture ”);

(v)

an executed copy of the twenty fourth supplemental indenture dated as of 6 October 2011 between, among others, Anheuser-Busch InBev Worldwide Inc., the Company and The Bank of New York Mellon Trust Company, N.A. as trustee (the “ Twenty Fourth Supplemental Indenture ”, and together with the Fifth Supplemental Indenture, the “ Supplemental Indentures ”)

(vi)	a copy of the unanimous written resolution of the directors of the Company dated 7 October 2009 and 13 October 2009 resolving to approve, among others, the Base Indenture;

(vii)

an extract of the minutes of the board of directors of the Company held on 2 September 2010 resolving to approve the form and content of the Registration Statement and to approve, among others, the Debt Securities, the Guarantees, the Supplemental Indentures and any document related to the Registration Statement;

(viii)

the co-ordinated articles of association ( statuts / statuten ) of the Company as most recently filed with the Clerk of the Commercial Court of Brussels ( i.e ., the coordination dated 5 September 2011);

(ix)

a certificate dated 5 October 2011 issued by the Clerk of the Commercial Court of Brussels stating that since 5 October 2006 until the date of the certificate the Company has neither been declared bankrupt nor filed any request for judicial composition ( concordat judiciaire/gerechtelijk akkoord ) under the Law of 17 July 1997 or judicial reorganisation ( réorganisation judiciaire/gerechtelijke reorganisatie ) under the Law of 31 January 2009 on the continuity of enterprises; and

(x)	such other documents as we deemed necessary or useful for the delivery of this opinion letter.

The Registration Statement, the Amendment, the Base Indenture, the Supplemental Indentures, the Debt Securities and the Guarantees are collectively referred to as the “ Documents ”.

Terms defined in the Documents shall have the same meaning herein, unless the context requires otherwise and subject to any contrary indication.

4	Assumptions

For the purpose of this opinion, we have made the following assumptions:

4.1

We have examined (save for the Debt Securities and the Guarantees) certified, ordinary or facsimile copies of the documents mentioned in paragraph 3 above as executed by the parties, and we assume the conformity thereof to the originals and the genuineness of all signatures. We have assumed (save for the Debt Securities and the Guarantees) that the documents mentioned in paragraph 3 above have been executed by the persons, whose names are indicated thereon as being the names of the signatories, or if such names are not indicated, by the persons authorised to execute such documents.

4.2

We have also assumed, without any investigation, that all agreements and documents contemplated therein constitute (and for the Debt Securities and the Guarantees, will constitute)


A14086166/0.6/06 oct 2011		Page 2 of 6

legal, valid and binding obligations of all parties thereto, including the Company, fully enforceable against all such parties under all applicable laws other than the laws of the Kingdom of Belgium, and that:

4.2.1

all parties thereto other than the Company have taken (and for the Debt Securities and the Guarantees, will take) all corporate and other actions required to authorise the execution, delivery and performance of the Documents and that the transactions contemplated in the Documents may be effected by such parties;

4.2.2

all such other parties have obtained (and for the Debt Securities and the Guarantees, will obtain) all consents, approvals, licences or authorisations of, or complied with all notarisation, validation or stamping by, or filing, recording or registration with, any public authority, as may be required for the execution, delivery and performance by such parties of the Documents or in order to ensure their admissibility in evidence in Court, or their enforceability vis-à-vis third parties;

4.2.3

the Documents have been (and for the Debt Securities and the Guarantees, will be) executed by duly authorised representative(s) of each party other than the Company and the authorised signatories of each such other party have validly given (and for the Debt Securities and the Guarantees, will validly give) their consent to the Documents and had (and for the Debt Securities and the Guarantees, will have), at the time of executing the Documents, full legal power and capacity to execute the Documents in the name and on behalf of each such other party.

4.3

The statements of fact contained in the written resolutions, letters, agreements, records and other documents mentioned in paragraph 3 are (and for the Debt Securities and the Guarantees, will be) accurate and complete.

4.4

There are (and for the Debt Securities and the Guarantees, will be) no agreements or understandings among the parties, written or oral, and no usage of trade or course of prior dealings among the parties that would in either case define, supplement, change or qualify the terms of the Documents.

4.5

The terms, issuance and sale of the Debt Securities and the Guarantees will be duly established in conformity with the Base Indenture.

4.6

The Debt Securities will not be the subject of a public offer in Belgium or in the EEA or a listing or admission to trading on a market in Belgium or the EEA, unless the relevant requirements of Belgian law concerning the public offer or listing or admission to trading on a market of securities have been fulfilled.

4.7

The Debt Securities and the Guarantees will be validly approved by the Company.

4.8

The Debt Securities and the Guarantees will be validly executed by the Company; the persons who will sign the Debt Securities and the Guarantees for the Company will validly represent and be empowered to bind the Company.

4.9

The terms, and the execution by the Company, of the Debt Securities and the Guarantees and the performance by the Company of its obligations thereunder will not, when issued, contravene any provision of Belgian law or the articles of association ( statuts / statuten ) of the Company.

4.10

The Debt Securities and the Guarantees will be issued in accordance with the provisions of the Registration Statement and the Amendment.


A14086166/0.6/06 oct 2011		Page 3 of 6

4.11

The obligations undertaken (and for the Debt Securities and the Guarantees, which will be undertaken) by the Company under the Documents meet its corporate interest.

5	Opinion

Based upon the foregoing and subject to the qualifications made below, we are of the following opinion:

5.1

The Company has been duly incorporated and validly exists as a société anonyme / naamloze vennootschap under the laws of Belgium.

5.2

The Company has not been declared bankrupt nor filed any request for judicial composition until 5 October 2011.

5.3

The Company has the legal capacity and the corporate authority to enter into the Documents and perform its obligations thereunder in accordance with their terms.

5.4

The Base Indenture and the Supplemental Indentures (and when duly executed, the Debt Securities and the Guarantees will) constitute legal, valid and binding obligations of the Company, fully enforceable against the Company under Belgian law in accordance with their terms.

5.5

The Base Indenture and the Supplemental Indenture, and a delegation to certain persons to approve, among others, the Debt Securities and the Guarantees, have been validly approved by the Company.

5.6

The submission of the Company under the Base Indenture and the Supplemental Indentures to the non-exclusive jurisdiction of the courts of New York is valid. Any final and conclusive judgment obtained against the Company in the courts of New York will be recognised by the courts of Belgium in accordance with and subject to the rules of, Article 25 of the Belgian Private International Law Code (which requires, among others things, that the consequences of the recognition or enforcement of the judgment are not manifestly incompatible with Belgian public policy, that the rights of defence have been respected and that the judgment is final, i.e. not subject to any normal right of appeal).

5.7

The Company has no right of immunity from suit, execution, attachment or any other legal process in Belgium.

6	Qualifications

6.1

This opinion is subject to any limitations arising from bankruptcy, insolvency, liquidation, moratorium, reorganisation and other laws of general application relating to or affecting the rights of creditors.

6.2

The written resolutions and minutes of the board of directors of the Company referred to in section 3 above may be revoked, supplemented or modified at any time.

6.3

Any provision of the Supplemental Indentures granting rights to third parties which may affect the Company’s assets or could impose an obligation on the Company where the exercise of those rights is dependent, in each case, on the occurrence of a change of control of the Company (as referred to in article 556 of the Belgian Companies Code) will not be effective unless and until it is approved by a resolution of the general meeting of shareholders of the Company.

6.4

Claims may be or become subject to set-off or counterclaim.


A14086166/0.6/06 oct 2011		Page 4 of 6

6.5

Claims may become barred under applicable Belgian statutes of limitation.

6.6

The enforcement in Belgium of the Documents will be subject to the Belgian rules of civil procedure.

6.7

We express no opinion as to the validity or enforceability of contractual provisions requiring a party to an agreement to pay to another party to such agreement legal costs, attorney’s fees or other expenses relating to the costs of litigation between parties to such agreement brought before a court including, without limitation, enforcement procedures in Belgium of foreign judgments, incurred by another party in connection with the enforcement of its rights vis-à-vis the former party.

6.8

The granting of certain remedies, such as injunctions, orders or specific performance for obligations other than to pay a sum of money, may be at the discretion of the Belgian courts, and such remedies are not necessarily granted.

6.9

Belgian courts may grant payment terms to debtors in exceptional circumstances.

6.10

Provisions of the Documents, releasing, exculpating or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction to the extent that the action or inaction involves wilful negligence or misconduct, fraud or unlawful conduct, might not be enforceable in Belgium. The enforceability of such provisions may also be restricted in cases where they have the effect of discharging a party of its obligations or depriving the obligations assumed by such a party of any significance.

6.11

The enforceability of the Documents is subject to and may be limited by the effect of general principles of equity, including, without limitations, concepts of materiality, reasonableness, good faith, abuse of right, fair dealings and public order.

6.12

A certificate, determination, notification, opinion or the like might be held by the Belgian courts not to be conclusive, final or binding if it could be shown to have an unreasonable or arbitrary basis or in the event of manifest error despite any provision in the Documents to the contrary.

6.13

Under Belgian law, the unenforceability of a part of an agreement may result in the entire agreement being unenforceable if the unenforceable portion is deemed to be an essential part of that agreement, notwithstanding the inclusion of a severability clause in the agreement.

6.14

Under Belgian law:

(a)

late payment interest may not accrue on any overdue amount at a rate exceeding the aggregate of 0.5% per annum and the rate of interest accruing on the principal amount when not overdue (article 1907 of the Belgian Civil Code);

(b)

prepayment fees may not exceed six months of interest on the prepaid amount, calculated at the rate of interest accruing on the principal amount (article 1907 bis of the Belgian Civil Code);

(c)

a creditor may not claim interest on overdue interest unless the overdue interest has accrued over a period of more than one year and the interest has formally been claimed by the creditor, or the debtor has agreed to pay it, after such period has passed (article 1154 of the Belgian Civil Code).

It is uncertain whether any provisions of the Documents which provide for the payment of (default) interest or prepayment fees which would contravene the statutory provisions referred to in this


A14086166/0.6/06 oct 2011		Page 5 of 6

paragraph 6.14 (if any) would be considered as contrary to Belgian international public policy. If so, the enforceability of such provisions of the Documents could be affected to that extent, without affecting the enforceability of the other provisions of the Documents.

6.15

Damages, liquidated damages and penalties may be varied by a Belgian court if they amount to a manifestly excessive or derisory penalty under Belgian law.

6.16

Remedies such as specific performance and issuance of injunctions or orders are at the discretion of the courts and such remedies are not necessarily granted.

6.17

Where any party is vested with a discretion or may determine a matter in its opinion, Belgian law may require such discretion to be exercised reasonably or such opinion to be based on reasonable grounds.

6.18

We do not express any opinion as to any taxation matters.

7	Reliance

This opinion is addressed to you solely for your benefit and solely for the purpose of the Documents. It is not to be transmitted to anyone else nor is it to be relied upon by anyone else or for any other purpose or quoted or referred to in any public document or filed with anyone without our express consent. This opinion may, however, be disclosed by the addressees hereof to the extent required by law, regulation or any governmental or competent regulatory authority, or in connection with legal proceedings relating to the Debt Securities, provided that no such party to whom the opinion is disclosed may rely on the opinion without our express consent.

We consent to the filing of this opinion as an exhibit to the Amendment. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act, as amended, or the rules and regulations of the U.S. Securities and Exchange Commission thereunder.

This opinion shall be governed by and construed in accordance with Belgian law and all disputes arising out or in connection with this opinion shall be subject to the exclusive jurisdiction of the courts of Brussels (Belgium).

Nothing in this opinion should be construed as expressing an opinion in respect of any information, representation, statement, matter or other element contained in any document or agreement reviewed by us, except as expressly mentioned here above.

Yours sincerely


		/s/ Gilles Nejman
François De Bauw		Gilles Nejman


A14086166/0.6/06 oct 2011		Page 6 of 6

Exhibit 5.3


		Linklaters LLP
Avocats/Advocaten		Rue Brederode 13
		B - 1000 Brussels
		Telephone (+32) 2 501 94 11
		Facsimile (+32) 2 501 94 94
		françois.debauw@linklaters.com

To: Anheuser-Busch InBev Worldwide Inc.

1209 Orange Street

Wilmington

Delaware 19801

USA

6 October 2011

Dear Sirs

Cobrew NV (the “Company”)

Amendment to the Registration Statement on Form F-3 filed with the U.S. Securities and Exchange Commission on 21 September 2010

1	Introduction

2	Belgian Law

3	Scope of Inquiry

For the purpose of rendering this opinion, we have examined and relied upon the following documents:

(i)	a copy of the Registration Statement on Form F-3 dated 21 September 2010 as filed with the U.S. Securities and Exchange Commission on 21 September 2010 (the “ Registration Statement ”);

(ii)	a copy of the Amendment No. 1 to the Registration Statement dated 6 October 2011 to be filed with the Securities and Exchange Commission on 6 October 2011 (the “ Amendment ”);

(iii)

an executed copy of the base indenture dated 16 October 2009 between, among others, Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch InBev SA/NV as parent guarantor, the Company as subsidiary guarantor and The Bank of New York Mellon Trust Company, N.A. as

This communication is confidential and may be privileged or otherwise protected by work product immunity.

Please refer to www.linklaters.com/regulation for important information on Linklaters LLP’s regulatory position.

A14086320/0.2/06 oct 2011

trustee (as amended, the “ Base Indenture ”), including in its Article 2 the form of debt securities (the “ Debt Securities ”) and guarantees (the “ Guarantees ”);

(iv)	an executed copy of the fifth supplemental indenture dated as of 27 November 2009 between, among others, Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch InBev SA/NV, the Company and The Bank of New York Mellon Trust Company, N.A. as trustee (the “ Fifth Supplemental Indenture ”);

(v)

an executed copy of the twenty fourth supplemental indenture dated as of 6 October 2011 between, among others, Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch InBev SA/NV, the Company and The Bank of New York Mellon Trust Company, N.A. as trustee (the “ Twenty Fourth Supplemental Indenture ”, and together with the Fifth Supplemental Indenture, the “ Supplemental Indentures ”);

(vi)	a copy of the minutes of the meeting of the Company’s board of directors dated 9 October 2009 and 14 October 2009 resolving to approve, among others, the Base Indenture;

(vii)

a copy of the minutes of the meeting of the Company’s board of directors dated 16 September 2010 resolving to approve the form and content of the Registration Statement and to approve, among others, the Debt Securities, the Guarantees, the Supplemental Indentures and any document related to the Registration Statement;

(viii)

(ix)

a certificate dated 5 October 2011 issued by the Clerk of the Commercial Court of Leuven stating that since 5 October 2006 until the date of the certificate the Company has neither been declared bankrupt nor filed any request for judicial composition ( concordat judiciaire/gerechtelijk akkoord ) under the Law of 17 July 1997 or judicial reorganisation ( réorganisation judiciaire/gerechtelijke reorganisatie ) under the Law of 31 January 2009 on the continuity of enterprises; and

(x)	such other documents as we deemed necessary or useful for the delivery of this opinion letter.

The Registration Statement, the Amendment, the Base Indenture, the Supplemental Indenture, the Debt Securities and the Guarantees are collectively referred to as the “ Documents ”.

Terms defined in the Documents shall have the same meaning herein, unless the context requires otherwise and subject to any contrary indication.

4	Assumptions

For the purpose of this opinion, we have made the following assumptions:

4.1

4.2

We have also assumed, without any investigation, that all agreements and documents contemplated therein constitute (and for the Debt Securities and the Guarantees, will constitute)


A14086320/0.2/06 oct 2011		Page 2 of 6

4.2.1

4.2.2

4.2.3

4.3

The statements of fact contained in the minutes, letters, agreements, records and other documents mentioned in paragraph 3 are (and for the Debt Securities and the Guarantees, will be) accurate and complete.

4.4

4.5

The terms, issuance and sale of the Debt Securities and the Guarantees will be duly established in conformity with the Base Indenture.

4.6

4.7

The Debt Securities and the Guarantees will be validly approved by the Company.

4.8

4.9

4.10

The Debt Securities and the Guarantees will be issued in accordance with the provisions of the Registration Statement and the Amendment.


A14086320/0.2/06 oct 2011		Page 3 of 6

4.11

The obligations undertaken (and for the Debt Securities and the Guarantees, which will be undertaken) by the Company under the Documents meet its corporate interest.

5	Opinion

Based upon the foregoing and subject to the qualifications made below, we are of the following opinion:

5.1

The Company has been duly incorporated and validly exists as a société anonyme / naamloze vennootschap under the laws of Belgium.

5.2

The Company has not been declared bankrupt nor filed any request for judicial composition until 5 October 2011.

5.3

The Company has the legal capacity and the corporate authority to enter into the Documents and perform its obligations thereunder in accordance with their terms.

5.4

5.5

The Base Indenture and the Supplemental Indentures, and a delegation to certain persons to approve, among others, the Debt Securities and the Guarantees, have been validly approved by the Company.

5.6

5.7

The Company has no right of immunity from suit, execution, attachment or any other legal process in Belgium.

6	Qualifications

6.1

6.2

The minutes of the board of directors of the Company referred to in section 3 above may be revoked, supplemented or modified at any time.

6.3

Any provision of the Supplemental Indentures granting rights to third parties which may affect the Company’s assets or could impose an obligation on the Company where the exercise of those rights is dependent, in each case, on the occurrence of a change of control of the Company (as referred to in article 556 of the Belgian Companies Code) will not be effective toward the Company unless and until it is approved by a resolution of the general meeting of shareholders of Anheuser-Busch InBev SA/NV and of the Company.


A14086320/0.2/06 oct 2011		Page 4 of 6

6.4

Claims may be or become subject to set-off or counterclaim.

6.5

Claims may become barred under applicable Belgian statutes of limitation.

6.6

The enforcement in Belgium of the Documents will be subject to the Belgian rules of civil procedure.

6.7

6.8

6.9

Belgian courts may grant payment terms to debtors in exceptional circumstances.

6.10

6.11

6.12

6.13

6.14

Under Belgian law:

(a)

(b)

prepayment fees may not exceed six months of interest on the prepaid amount, calculated at the rate of interest accruing on the principal amount (article 1907 bis of the Belgian Civil Code);

(c)

It is uncertain whether any provisions of the Documents which provide for the payment of (default) interest or prepayment fees which would contravene the statutory provisions referred to in this


A14086320/0.2/06 oct 2011		Page 5 of 6

6.15

Damages, liquidated damages and penalties may be varied by a Belgian court if they amount to a manifestly excessive or derisory penalty under Belgian law.

6.16

Remedies such as specific performance and issuance of injunctions or orders are at the discretion of the courts and such remedies are not necessarily granted.

6.17

6.18

We do not express any opinion as to any taxation matters.

7	Reliance

Yours sincerely


François De Bauw		/s/ Gilles Nejman Gilles Nejman


A14086320/0.2/06 oct 2011		Page 6 of 6

Exhibit 5.4

Avocats

35 Avenue John F. Kennedy

P.O. Box 1107

L-1011 Luxembourg

Telephone (352) 26 08 1

Facsimile (352) 26 08 88 88

patrick.geortay@linklaters.com

To:	Anheuser-Busch InBev Worldwide Inc.

1209 Orange Street

Wilmington

Delaware 19801

6 October 2011

Dear Sirs,

Anheuser-Busch InBev N.V./S.A. - Amendment No. 1 to the Registration Statement on Form F-3 filed with the Securities and Exchange Commission on 21 September 2010

1	Introduction

We have acted as Luxembourg legal advisers to Anheuser-Busch InBev N.V./S.A. (“ AB Inbev ”) in connection with the registration of debt securities and the guarantees to be endorsed thereon under the U.S. Securities Act of 1933 (the “ Securities Act ”). The guarantees will be granted by, among others, Brandbrew S.A., a company incorporated and existing under the laws of the Grand Duchy of Luxembourg (“ Luxembourg ”), having its registered office at 5, rue Gabriel Lippmann, L-5365 Münsbach, and registered with the Luxembourg Register of Commerce and Companies under the number B-75696 (the “ Company ”).

We have taken instructions from Anheuser-Busch InBev N.V./S.A. and the Company.

2	Scope of Inquiry

For the purpose of this opinion, we have examined the following documents:

2.1

the Form F-3 Registration Statement dated 21 September 2010 (the “ Registration Statement ”) be filed with the Securities and Exchange Commission on 21 September 2010;

A14084323

This communication is confidential and may be privileged or otherwise protected by work product immunity.

Linklaters LLP is a limited liability partnership registered in England and Wales with registered number OC326345. It is a law firm authorised and regulated by the Solicitors Regulation Authority. The term partner in relation to Linklaters LLP is used to refer to a member of Linklaters LLP or an employee or consultant of Linklaters LLP or any of its affiliated firms or entities with equivalent standing and qualifications. A list of the names of the members of Linklaters LLP together with a list of those non-members who are designated as partners and their professional qualifications is open to inspection at its registered office, One Silk Street, London EC2Y 8HQ, England or on www.linklaters.com and such persons are either solicitors, registered foreign lawyers or European lawyers.

Please refer to www.linklaters.com/regulation for important information on our regulatory position.

2. 2

an executed copy of the amendment No. 1 to the Registration Statement to be filed with the Securities and Exchange Commission on 6 October 2011 (the “ Amendment ”);

2.3

an executed copy of the base indenture dated 16 October 2009 between, among others, Anheuser-Busch InBev Worldwide Inc. as issuer (the “ Issuer ”), AB Inbev as parent guarantor, the Company as subsidiary guarantor and The Bank of New York Mellon Trust Company, N.A. as trustee (the “ Base Indenture ”), including in its Article 2 the forms of debt securities (the “ Debt Securities ”) and guarantees (the “ Guarantees ”);

2.4

an executed copy of the fifth supplemental indenture dated 27 November 2009 between, among others the Issuer, AB Inbev as parent guarantor, the Company as subsidiary guarantor and The Bank of New York Mellon Trust Company, N.A. as trustee (the “ Fifth Supplemental Indenture ”);

2.5

an executed copy of the twenty-fourth supplemental indenture dated 6 October 2011 between, among others, the Issuer, AB Inbev as parent guarantor, the Company as subsidiary guarantor and The Bank of New York Mellon Trust Company, N.A. as trustee (the “ Twenty-Fourth Supplemental Indenture ” and together with the Base Indenture and the Fifth Supplemental Indenture, the “ Indenture ”);

2.6

a copy dated 12 July 2010 of the coordinated articles of incorporation of the Company dated 15 June 2010 (the “ Articles ”);

2.7

an excerpt of the Luxembourg Register of Commerce and Companies pertaining to the Company dated 6 October 2011 (the “ Excerpt ”);

2.8

a copy of the circular resolutions of all directors of the Company adopted on 9 October 2009 and 14 October 2009, approving inter alia , the entry into and the execution of the Base Indenture (the “ 2009 Resolutions ”);

2.9

a copy of the circular resolutions of all directors of the Company adopted on 16 September 2010, approving the granting of a guarantee in relation to the Debt Securities and the entering by the Company into the Documents (as defined below) (the “ 2010 Resolutions ” and, together with the 2009 Resolutions, the “ Resolutions ”);

2.10

copies of the powers of attorney granted by the members of the board of the directors of the Company in relation to the execution of the Registration Statement and the Amendment and the registration of the Debt Securities under the Securities Act on behalf of the Guarantor (together, the “ PoA ”); and

2.11

a certificate of non-inscription of judicial decisions pertaining to the Company dated 6 October 2011, obtained from the online services of the Luxembourg Register of Commerce and Companies’ official website (the “ Certificate ”).

The documents referred to under 2.1 to 2.5 being collectively referred to as the “ Documents ”.

Terms defined in the Documents shall have the same meaning herein, unless the context requires otherwise and subject to any contrary indication.

3	Assumptions

For the purposes of this opinion, we have assumed:


A14084323		2

3.1

the genuineness of all signatures on all documents submitted to us as originals and the completeness and conformity to originals thereof of all documents submitted to us as copies or specimens, and that each signature on a Document is the signature of the individual so identified and the signature of an individual who is not identified is the genuine signature of a person duly authorized to represent the relevant party to the Documents;

3.2

the due authorisation, execution and delivery of the Documents by the parties thereto, and the power, authority and legal right of the parties thereto to enter into, execute, deliver and perform their respective obligations thereunder, and compliance with all applicable laws and regulations, other than Luxembourg law;

3.3

that all authorisations, approvals and consents of any country other than Luxembourg which may be required in connection with the execution, delivery and performance of the Documents will have been obtained;

3.4

that the terms of the Debt Securities and the Guarantees, and their issuance and sale have been duly established in conformity with the provisions of the Indenture (“ Security and Guarantee Forms ”), so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Issuer or the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Issuer or the Company;

3.5

that all parties to the Documents have taken (and for the Debt Securities and the Guarantees, will take) all corporate and other actions required to authorise the execution, delivery and performance of the Documents and that the transactions contemplated in the Documents may be legally effected by such parties;

3.6

all such parties have obtained (and for the Debt Securities and the Guarantees, will obtain) all consents, approvals, licences or authorisations of, or complied with all notarisation, validation or stamping by, or filing, recording or registration with, any public authority, as may be required for the execution, delivery and performance by such parties of the Documents or in order to ensure their admissibility in evidence in court, or their enforceability vis-à-vis third parties;

3.7

the Documents have been (and for the Debt Securities and the Guarantees, will be) executed by duly authorised representative(s) of each party and the authorised signatories of each such other party have validly given (and for the Registration Statement, the Debt Securities and the Guarantees, will validly give) their consent to the Documents and had (and for the Debt Securities and the Guarantees, will have), at the time of executing the Documents and of issue of the Debt Securities and the Guarantees, full legal power and capacity to execute such documents in the name and on behalf of each such party.

3.8

that any Debt Securities to be issued in the future and any Guarantee issued in relation thereto will be approved by resolutions of the directors of the Company;

3.9

that the Documents and other documents to be issued in respect of the Debt Securities are or will be (as the case may be), valid, binding and enforceable under all applicable laws other than Luxembourg law;

3.10

that the Articles remain in full force and effect without modification;


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3.11

that the Resolutions are true records of the proceedings described in them, were validly taken and remain in full force and effect without modification;

3.12

that the PoA was validly granted, had not been revoked and remains in full force and effect without modification;

3.13

that the Company derives from the Documents a direct or indirect commercial or financial benefit;

3.14

the choice of the laws of the State of New York as the governing law of the Documents has been made in good faith and would be regarded as a valid and binding selection as a matter of law in the State of New York, and would be upheld by the Courts of the State of New York and the laws of all other relevant jurisdictions (other than the laws of Luxembourg);

3.15

that the Excerpt and the Certificate are up-to-date;

3.16

that there are no dealings between the parties to the Documents that affect the rights and obligations of the parties to the Documents;

3.17

that the Company has its central administration, within the meaning of the law of 10 August 1915 on commercial companies, as amended, and/or the centre of its main interests, within the meaning of Council Regulation EC/1346/2000 of 29 May 2000 on insolvency proceedings, in Luxembourg;

3.18

that the Debt Securities will not be the subject of a public offer in Luxembourg or in the EEA or a listing or admission to trading on a market in Luxembourg or the EEA, unless the relevant requirements of Luxembourg law concerning the public offer or listing or admission to trading on a market of securities have been fulfilled; and

3.19

that there is nothing under any law (other than Luxembourg law) which would or might affect the opinions hereinafter appearing.

4	Opinion

Based on the documents referred to in section 2 above, subject to the assumptions made in section 3 above and subject to the qualifications in section 5 below and subject further to any matters not disclosed to us, we are of the following opinion:

4.1

The Company has been duly incorporated for an unlimited duration and is validly existing as a company limited by shares ( société anonyme ) under the laws of Luxembourg. As of the date of this opinion and based on the Certificate, the Company is not subject to bankruptcy (“ faillite ”), reprieve from payment (“ sursis de paiement”), controlled management (“gestion contrôlée”) or an arrangement with creditors (“concordat préventif de la faillite”) in Luxembourg.

4.2

The Company has full power, capacity and authority under the Articles to enter into and execute the Documents and to perform its obligations under the Documents in accordance with their terms.

4.3

The execution, issue and the obligations deriving from the Documents have been duly authorised by and on behalf of the Company.


A14084323		4

4.4

There is no reason, as far as Luxembourg law is concerned why, in any action in the Luxembourg courts where the laws of the State of New York are pleaded and proved, the obligations of the Company under the Documents would not be valid, legal, binding and enforceable in accordance with their terms.

4.5

The execution of the Documents by the Company and the performance of its obligations thereunder will not conflict with or result in a breach of any of the terms or provisions of the Articles or any law, public rule or regulation applicable to the Company in Luxembourg currently in force.

4.6

No authorisations, consents or approvals are required from any governmental authorities or agencies or other official bodies in Luxembourg in connection with the authorisation, execution or delivery of the Documents or the performance by the Company of its obligations under any of them.

4.7

It is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of the Documents that any documents be filed, recorded or enrolled with any governmental department or other authority in Luxembourg.

4.8

Luxembourg courts will recognize the choice of the laws of the State of New York as the governing law of the Documents subject to Luxembourg overriding statutes and unless the substantive law chosen by the parties is incompatible with Luxembourg international public policy.

4.9

The consents, where relevant, to the jurisdiction of the Courts of New York or New York State or federal courts sitting in the Borough of Manhattan, the City of New York, New York, as the case may be, as contained in the Documents are valid and binding in any action in the Luxembourg courts.

4.10

There are no stamp, registration or similar taxes, duties or charges under the laws of Luxembourg payable in connection with the performance of the Company’s obligations under the Documents. Depending on the nature of the document at stake, a registration fee (“ droit d’enregistrement ”) of €12 and/or of 0.24% ad valorem will be due if any of the Documents are voluntarily presented to the registration formalities or are adduced as evidence before a Luxembourg court or exhibited before a Luxembourg public authority (“ autorité constituée ”), should such court or public authority order the registration of such Document.

4.11

The statements in the section entitled “Luxembourg Taxation” in the prospectus are correct in all material respects.

4.12

The Company is not entitled to any immunity in Luxembourg on the basis of sovereignty or otherwise in respect of its obligations under the Documents.

4.13

A final civil and commercial judgment obtained in the Courts of the State of New York, United States of America in respect of the Indenture will be enforceable in Luxembourg subject to Luxembourg ordinary rules on enforcement (“ exequatur ”) of foreign judgments. Pursuant to such rules, an enforceable judgment rendered by any US court based on contract would not directly be enforceable in Luxembourg. However, a party who obtains a judgment in a US court may initiate enforcement proceedings in Luxembourg (“ exequatur ”), by requesting enforcement of the US judgment before the competent District Court (“ Tribunal d’Arrondissement ”), pursuant to Section 678 of the New


A14084323		5

Luxembourg Code of Civil Procedure. The District Court will authorize the enforcement in Luxembourg of the US judgment if it is satisfied that the following conditions are met:

•

the US judgment is enforceable (“ exécutoire ”) in the United States;

•

the jurisdiction of the US court is founded according to Luxembourg private international law rules and to the applicable domestic US jurisdiction rules;

•

the US court has applied to the dispute the substantive law which would have been applied by Luxembourg courts;

•

the principles of natural justice have been complied with; and

•

the US judgment does not contravene the Luxembourg international public policy.

Luxembourg courts do currently not review the merits of the case in enforcement proceedings, although there is no clear statutory prohibition of such review.

4.14

When the Registration Statement and the Amendment have become effective under the Securities Act, there is no reason insofar as Luxembourg law is concerned why the obligations of the Company under the Documents would not be valid and binding upon the Company.

4.15

Luxembourg courts will recognise and give effect to the choice of US law as the governing law of the Documents.

4.16

However, the courts of Luxembourg may give effect to the overriding mandatory provisions of the law of the country where the obligations arising out of the Documents have to be or have been performed, in so far as those overriding mandatory provisions render the performance of the obligations under any of the Documents unlawful in accordance with article 9 (3) of the Regulation (EC) 593/2008 (the “ Rome I Regulation ”).

5	Qualifications

Our opinion as to the enforceability of the Documents is subject to the following qualifications:

5.1

The binding effect and validity of the Documents and their enforceability against the Company are subject to all limitations by reason of bankruptcy, insolvency, moratorium, controlled management, general settlement with creditors, reorganisation, or similar laws relating to or affecting the rights of creditors generally.

5.2

Any obligation to pay a sum of money in a currency other than the euro will be enforceable in Luxembourg in terms of euro only. Monetary judgments may be expressed in a foreign currency or its euro equivalent at the time of judgment or payment.

5.3

Certain obligations other than payment of money obligations may not be the subject of specific performance pursuant to Court orders, but may result in damages only.

5.4

Obligations to make payment that may be regarded as penalties might not be enforceable under Luxembourg law.

5.5

Any certificate or determination which would by contract be deemed to be conclusive may not be upheld in a Luxembourg Court.


A14084323		6

5.6

A Luxembourg Court may refuse to give effect to a purported contractual obligation to pay costs imposed upon another party in respect of the costs of any unsuccessful litigation brought against that party before a Luxembourg Court and the Luxembourg Court may not award by way of costs all of the expenditure incurred by a successful litigant in proceedings brought before a Luxembourg Court.

5.7

The provisions in jurisdiction clauses contained in the Documents whereby the taking of proceedings in one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction, whether concurrently or not, might not be enforceable in a Luxembourg Court. If proceedings were previously commenced between the same parties and on the same grounds as proceedings in Luxembourg, a plea of pendency might (and, in some cases, has to) be entered in the Luxembourg Court and proceedings stayed pending the termination of the proceedings abroad.

5.8

A contractual provision allowing the service of process against the Company to a service agent or any other third party appointed to such effect could be overridden by Luxembourg statutory provisions allowing the valid service of process against the Company in accordance with applicable laws at the registered office of each of the Company.

5.9

Claims may become barred under applicable statutory limitations period rules.

5.10

Claims may be or become subject to applicable defenses of set-off or counterclaims.

5.11

Any term of any of the agreements herein referred to may be amended orally or by conduct by the parties thereto, notwithstanding any provision to the contrary contained therein.

5.12

We express no opinion as to tax matters save for the opinions in 4.10 and 4.11.

5.13

We express no opinion as to accounting matters.

5.14

Luxembourg courts may award payment terms (i.e. an extended period within which the debtor is to make payment) in exceptional circumstances.

5.15

We express no opinion as to the accuracy of any representations and/or warranties given by the Company (expressly or impliedly) under or by virtue of the Documents, save if and insofar as the matters represented and/or warranted are the subject of specific opinions on this matter.

5.16

A translation into the French or German language of the Documents may be required if they were adduced as evidence before a Luxembourg Court or before any other official authority (“ autorité constituée ”) in Luxembourg.

5.17

We reserve our opinion as to the extent to which Luxembourg courts would, in the event of any relevant illegality or unenforceability, sever the offending provisions and enforce the remainder of the transaction of which such provisions form a part, notwithstanding any express provisions in this regard.

5.18

Where any obligations are to be performed or observed, or are based upon matters arising in a jurisdiction outside Luxembourg, they may not be enforceable under Luxembourg law if and to the extent that such performance or observance would be


A14084323		7

unlawful, unenforceable, or contrary to public policy under the laws of such other jurisdiction.

5.19

In Luxembourg, enforcement may be limited by the general principle of good faith.

5.20

The enforcement in the Luxembourg courts of the Documents will require that the content of the laws of the State of New York, by which they are expressed to be governed, be positively proven by the parties, if they require the application of the laws of the State of New York.

5.21

Our opinion that the Company is existing is based on the Articles, the Excerpt and the Certificate. It should be noted that the Articles, the Certificate and the Excerpt are not capable of revealing conclusively whether or not a winding up or administration petition or order has been presented or made or a winding up resolution passed because notice of a winding up order or a winding up resolution may not be filed immediately with the Luxembourg Register of Commerce and Companies. It should also be noted that the Articles, the Certificate and the Excerpt are not capable of revealing conclusively whether or not the Company has been declared bankrupt or is subject to court ordered liquidation ( liquidation judiciaire ), composition with creditors ( concordat préventif de faillite ), controlled management proceedings ( gestion contrôlée ), suspension of payment (s ursis de paiement ) or provisional administration ( administration provisoire ) because notice of an order may not be filed immediately with the Luxembourg Register of Commerce and Companies. In this regard, it should be pointed out that the clerk’s office of the Luxembourg District Court, sitting in collective proceedings has a statutory (one-month) period to officially inform the Luxembourg Register of Commerce and Companies of the opening of such proceedings.

5.22

Under Luxembourg law it is acceptable for a Luxembourg company to grant a guarantee for the obligations of group companies, if the granting of such guarantee is justified by the group’s interest. In such a case, it is generally considered that the guarantees / third party security granted for group purposes may not exceed the Company’s financial capabilities. In the case at hand, even though this is a factual matter on which we do not opine, of the combination in any limitation language of the Indenture of (i) no inclusion in the maximum aggregate liability of the Company of the Company’s other liabilities for group purposes under the agreements to which the Company is or will become a party and (ii) limitation of the liability of the Company to 100% (one hundred percent) of its own capital and its subordinated debt might result in the guarantees to exceed the Company’s financial capabilities.

We are not aware of any published Luxembourg case law in respect of the above. In the absence of any Luxembourg case law, French and/or Belgian authorities may have certain bearing. In case the guarantees exceed the Company’s financial capabilities,

(a)

the guarantees could be held null and void and/or unenforceable; and

(b)

in specific circumstances, the creditors, who have taken advantage of the guarantees, might be liable in tort, in which case damages may be due to harmed third parties.

We are not aware of any French or Belgian authorities which would have decided that the unenforceability would only apply to the excess risk taken by the Company. Even though


A14084323		8

it sounds sensible to us that there should only be a partial unenforceability in such a case, it is unclear whether this approach would be followed by a court.

6	Luxembourg Law

This opinion speaks as of its date and is confined to, and is solely given on the basis of, the laws of Luxembourg as applied by the Luxembourg Courts and as presently in force. We undertake no responsibility to notify any addressee of this opinion of any change in the laws of Luxembourg or their construction or application after the date of this opinion.

In this opinion, Luxembourg legal concepts are expressed in English terms and not in their original French terms. The concepts concerned may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions. This opinion may, therefore, only be relied upon under the express condition that it is given under Luxembourg law and that any issues of interpretation arising thereunder will be governed by Luxembourg law and be brought before a Luxembourg court.

We express no opinion as to any laws other than the laws of Luxembourg and we have assumed that there is nothing in any other law that affects our opinion. In particular, we have made no independent investigation of the laws of the State of New York as the basis for the opinion stated herein and we do not express or imply any opinion on such laws.

7	Reliance

Yours faithfully

Linklaters LLP

/s/ Patrick Geortay

Patrick Geortay


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Exhibit 8.1

October 6, 2010

Anheuser-Busch InBev Worldwide Inc.,

1209 Orange Street,

Wilmington, DE 19801.

Ladies and Gentlemen:

We have acted as United States federal income tax counsel to Anheuser-Busch InBev Worldwide Inc. (the “Issuer”) and Anheuser-Busch InBev SA/NV (the “Parent Guarantor”) in connection with the registration under the Securities Act of 1933 (the “Act”) by the Issuer of an unspecified aggregate initial offering price or principal amount of debt securities fully and unconditionally guaranteed by the Parent Guarantor. We hereby confirm to you that the statements of United States tax law set forth under the heading “Tax Considerations—United States Taxation” in the Registration Statement on Form F-3, dated as of September 21, 2010 and as amended on the date hereof (as so amended, the “Registration Statement”), are accurate in all material respects.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Tax Considerations—United States Taxation.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ S ULLIVAN & C ROMWELL LLP

Exhibit 24.3

EXECUTION VERSION

POWER OF ATTORNEY

Reference is hereby made to the registration by Anheuser-Busch InBev SA/NV (“ AB InBev ”), Anheuser-Busch InBev Worldwide Inc., BrandBrew S.A., Cobrew NV/SA, and Anheuser-Busch Companies, LLC (together, the “ Registrants ”) under the U.S. Securities Act of 1933, as amended (the “ Securities Act ”), of debt securities issued and to be issued by Anheuser-Busch InBev Worldwide Inc. (the “ Debt Securities ”). Such securities are or will be registered on one or more registration statements on Form F-3ASR, or on such other form or forms promulgated by the U.S. Securities and Exchange Commission (the “ SEC ”) as may be necessary or advisable to effect such registration (each such registration statement, a “ Registration Statement ”).

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 or her and in his or her name, place and stead, in any and all capacities, to sign one or more Registration Statements, any and all amendments thereto (including post-effective amendments) and any subsequent registration statement in respect of the Debt Securities, 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 in order to effect the registration of the Debt Securities under the Securities Act and qualification of the Debt Securities, the related indenture and any other instrument under the U.S. Trust Indenture Act of 1939, as amended, 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: 30 September 2011	By:	/s/ Gert Magis
	Gert Magis Member of the Board of Directors BrandBrew S.A.

Date: 30 September 2011	By:	/s/ Jean-Louis Van de Perre
	Jean-Louis Van de Perre Member of the Board of Directors BrandBrew S.A.

Date:	By:
	Petr Precechtel Member of the Board of Directors BrandBrew S.A.

Date: 30 September 2011	By:	/s/ Pascal Peigneux
	Pascal Peigneux Member of the Board of Directors BrandBrew S.A.

Date: 30 September 2011	By:	/s/ Erik Van den Enden
	Erik Van den Enden Member of the Board of Directors BrandBrew S.A.

[ Brandbrew S.A. — Power of Attorney ]

Exhibit 24.5

POWER OF ATTORNEY

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 .]

[ Anheuser-Busch Companies, LLC. — Power of Attorney ]




Date:	5 October 2011	By:	/s/ David A. Peacock
		David A. Peacock President, Chief Executive Officer and Director (Chairman of the Board of Directors) Anheuser-Busch Companies, LLC

Date:	5 October 2011	By:	/s/ Larry D. Baumann
		Larry D. Baumann Vice President, Controller Anheuser-Busch Companies, LLC

Date:	5 October 2011	By:	/s/ Luiz F. Edmond
		Luiz F. Edmond Director Anheuser-Busch Companies, LLC

Date:	5 October 2011	By:	/s/ Gary L. Rutledge
		Gary L. Rutledge Director Anheuser-Busch Companies, LLC

[ Anheuser-Busch Companies LLC, — Power of Attorney ]

Exhibit 24.6

POWER OF ATTORNEY

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:	5 October 2011	By:	/s/ Joao Guerra
		Joao Guerra Vice President, Finance Anheuser-Busch InBev Worldwide Inc.

Date:	5 October 2011	By:	/s/ Joao Guerra
		Joao Guerra Vice President, Finance Anheuser-Busch Companies, LLC

[ Anheuser-Busch InBev Worldwide Inc. and Anheuser-Busch Companies, LLC — Power of Attorney ]