Exhibit 4.3

Anheuser-Busch InBev SA/NV

Long-Term Incentive Plan

Relating to Shares of Anheuser-Busch InBev

December 2015

Participants’ Guide

THE “INTRODUCTION” SECTION OF THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

1

Anheuser-Busch InBev Long-Term Incentive Plan

relating to Shares of Anheuser-Busch InBev

Introduction

You will find in this section a general description of the Anheuser-Busch InBev Long-Term Incentive Plan (relating to Shares of Anheuser-Busch InBev) (the “ Plan ”) presented in the form of frequently asked questions (FAQs). This description of the Plan is very general and does not purport to be complete.

The Plan is intended to provide certain employees of Anheuser-Busch InBev and its subsidiaries (“ Eligible Employees ”) ordinary shares of Anheuser-Busch InBev, which are currently traded on the Euronext Brussels (the “ Shares ”) and to align the interests of the Eligible Employees with those of Anheuser-Busch InBev.

The Plan is subject to the Belgian legal and regulatory provisions that govern stock option grant plans. The Plan is not regarded, in the United States, as a qualified plan under Section 401(a) of the US Internal Revenue Code of 1986 (the “ Code ”). Further, the Plan is not subject to any of the provisions of the US Employee Retirement Income Security Act of 1974 (“ ERISA ”).

The contents of this section are for information purposes only. In any case of discrepancy between the contents of this section and the terms and conditions of the Plan, the provisions of the terms and conditions of the Plan (“ Terms and Conditions ”) will prevail. Terms beginning with a capital letter have the meaning ascribed to them in the Terms and Conditions.

The Plan is administered by the Board of Directors of Anheuser-Busch InBev (the “ Board of Directors ”), but the Board of Directors may delegate part or all powers under the Plan to the Remuneration Committee of Anheuser-Busch InBev (the “ Committee ”). In such a case, the Committee is responsible for the general administration of the Plan in accordance with the Plan rules, under the supervision of the Board of Directors; the Committee is also authorised to establish rules for the administration, interpretation, and application of the Plan. The Board of Directors and the Committee may sub-delegate certain powers to any third party they deem appropriate.

The Board of Directors is currently composed of four members nominated by EPS SA, a Luxembourg company that represents Interbrew’s founding families; four members nominated by BRC S.a.r.l., a Luxembourg company that represents AmBev’s founders; four independent directors and two non-executive, non-independent directors. Board members are elected at the shareholders’ meeting of Anheuser-Busch InBev for 4-year terms. The Board of Directors appoints the members of the Committee from amongst its members.

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

2

However, shareholders’ approval of any amendment will be obtained to the extent necessary to comply with Section 422 of the Code (relating to Incentive Stock Options) or any other applicable law, regulation or stock exchange listing requirements.

If you would like more information about the Plan or its administrators, please contact your local People Director. For US Participants, please contact Rodrigo Pacca De Oliveria or Alicia Dicks at AB InBev Services LLC, 250 Park Avenue, 10123 New York, (212)573-6253 / (212)573-9293.

Unless decided otherwise by AB InBev, the Plan will terminate on the date upon which all the Shares underlying the Options have been delivered to Participants. Any Options granted under the Plan prior to its termination will remain in effect until they have been satisfied or terminated in accordance with their terms.

The Plan rules allow the Committee to select any employees of Anheuser-Busch InBev and its subsidiaries in its sole discretion as “Eligible Employees” to whom Options may be offered. All employees of Anheuser-Busch InBev and its subsidiaries who have been informed by their local People Department that they are “Eligible Employees” qualify to participate in the Plan.

A maximum of 6,000,000 Shares can be awarded under the Plan. Such Shares may be issued Shares held in Anheuser-Busch InBev’s treasury or acquired by Anheuser-Busch InBev for the purpose of the Plan. The Shares may be in dematerialized or registered form.

There are three main steps in the participation process:

You do not have to pay anything to Anheuser-Busch InBev to participate in the Plan. Anheuser-Busch InBev will bear the costs related to the set-up of the Plan.

However, participating in the Plan may result in the obligation for you to pay local taxes and social security contributions in accordance with applicable tax and social security legislation.

3

In addition, any costs you incur for the financing of the exercise of your Options (if applicable) will have to be borne by you. Similarly, any costs, fees and taxes and social security contributions that may arise upon the exercise of your Options and subsequent sale of Shares you have purchased from Anheuser-Bush InBev will have to be borne by you.

The Exercise Price of the Options is the one indicated in your Offer Letter.

Participating in the Plan does not require that you open a securities account in your home country or in Belgium. Your Options will be recorded in a register in electronic form maintained by Anheuser-Busch InBev (or by a third party appointed by Anheuser-Busch InBev to that effect).

When you exercise your Options, if you receive Shares in registered form, you do not need to have a securities account and ownership will be evidenced through registration in the electronic shareholders’ register of Anheuser-Busch InBev. However, if the Shares are delivered to you in book-entry form, you will need to have a securities account to which the Shares can be transferred.

You can have access to your portfolio of Options through the secured LTI Website mentioned in the Offer Letter (or any successor website thereof).

All transactions on your Options (e.g. exercise) will be carried out electronically from the LTI Website.

You can exercise your Options on any Trading Day during the Exercise Period set forth in your Offer Letter except otherwise provided in the Terms and Conditions.

You can, of course, never exercise your Options during a Prohibited Period (as defined in Anheuser-Busch InBev’s Code of Dealing) or in breach of any prohibition of insider dealing applying to you.

The exercise of your Options is in principle fully electronic (no paper exercise) and is managed through the LTI Website. All you need to do to exercise your Options is to log on to the LTI Website and follow the instructions.

You have, in principle, the choice between two methods of exercise:

Under a regular exercise, you pay the Exercise Price to Anheuser-Busch InBev in cash and you subsequently receive the corresponding Shares from Anheuser-Busch InBev.

The Exercise Price of your Options must be paid to Anheuser-Busch InBev in euros, which is the official currency in Belgium and the currency of your Options. Your Exercise Price in euros must reach the bank account of Anheuser-Busch InBev in Belgium within 10 Banking Days from the date of Exercise. If you pay your

4

Exercise Price from a bank account denominated in US dollars, please make sure that you give the right instructions to your bank so that a net amount in euros that is equal to your Exercise Price effectively reaches the bank account of Anheuser-Busch InBev in due time. All costs related to the transfer of your Exercise Price to Anheuser-Busch InBev in Belgium (e.g. foreign exchange commission, international bank transfer fees) will have to be borne by you.

The Shares you have purchased from Anheuser-Busch InBev under a regular exercise will then be delivered to you in book-entry form on your securities account or in registered form through a registration in the electronic shareholders’ register of Anheuser-Busch InBev.

Anheuser-Busch InBev has set up a mechanism whereby you may finance the exercise of your Options through a cashless exercise.

Under a cashless exercise, the Shares you have purchased will be immediately sold on the market and a portion of the sale price equivalent to your Exercise Price will be transferred to Anheuser-Busch InBev for payment of the Exercise Price of your Options. The rest of the sale price less any brokerage costs and other fees (in other words, your net gain) will be paid to you in euros (or in US dollars after conversion of the amount in euros into US dollars) either directly or through your employer, who will withhold, to the extent required, any applicable local taxes and social security contributions. If payments go through your employer, payments may be made on the same schedule as payroll payments and therefore may occur after a reasonable delay, without accruing any interest.

Once your Options have become exercisable, you may exercise your Options at any time up to and including the last day of the Exercise Period. However, your Options may not, in any circumstances, be exercised during any Prohibited Period (as defined in the Anheuser-Busch InBev Dealing Code) or in breach of any applicable laws prohibiting insider dealing. Once the Exercise Period is over, if not yet exercised, all of your Options will lapse and you will no longer have any rights in respect of the Options.

Depending on the circumstances of your departure, your Options either may become null and void or may survive your departure. A departure from Anheuser-Busch InBev may also affect the period during which you may exercise your Options.

Leaving Anheuser-Busch InBev (for whatever reason) will have no impact on the Shares you have purchased from Anheuser-Busch InBev pursuant to the exercise of your Options.

Subject to the special rules in the Terms and Conditions below, upon your resignation or dismissal, whether or not the dismissal is being challenged by you, the Options which are not yet exercisable on your last day of employment will in principle be automatically void. If the Options are exercisable on your last day of employment, they will remain exercisable for 90 days following the dismissal in case of “Dismissal for Serious Cause” or for 180 days if the dismissal was for other reasons (e.g., not for Serious Cause or due to outsourcing or divestiture).

5

If your employment terminates (including resignation) after attaining a cumulated age of 70 (other than a Dismissal for Serious Cause), all Options that are not exercisable on the date of termination will be treated as follows:

If your employment terminates (including resignation) after attaining a cumulated age of 70 (other than a Dismissal for Serious Cause), all Options that were exercisable on the date of termination may be exercised until the end of the Exercise Period.

If your employment terminates (including resignation) after attaining a cumulated age of 80 (other than a Dismissal for Serious Cause), all Options that are not exercisable on the date of termination will remain in full force and effect, provided that, if requested by Anheuser-Busch InBev, you enter into a non-competition agreement.

If your employment terminates (including resignation) after attaining a cumulated age of 80 (other than a Dismissal for Serious Cause), all Options that were exercisable on the date of termination may be exercised until the end of the Exercise Period.

If your employment terminates due to your death or permanent disability, your Options that are not exercisable at that time will become immediately exercisable under certain conditions (e.g. if disabled, you may be asked to sign a non-competition agreement, and in the event of your death, your successor must inform Anheuser-Busch InBev of your death). All Options that are exercisable at that time will remain exercisable until the end of the Exercise Period.

Your Options may not be transferred or encumbered or otherwise pass to any third party.

Upon exercise, your Anheuser-Busch InBev Shares will entitle you to all the rights and benefits generally attached to the ordinary shares. Anheuser-Busch InBev will, at its discretion, deliver Shares in dematerialised form or in registered form. The Shares acquired upon exercise of Options give rights to the dividends paid on such Shares after the date of exercise.

Your Anheuser-Busch InBev Shares acquired upon exercise of Options are not subject to any transfer restrictions under the rules of the Plan.

6

Participation in, and the operation of, the Plan will not form part of or affect your contract of employment or your employment relationship, nor will they give you the right to continued employment. Participation in one grant of Options under the Plan does not indicate that you will participate, or be considered for participation, in any later grants. You are not entitled to any compensation or other benefit in respect of the Plan.

You should understand that the value of Anheuser-Busch InBev Shares can go down as well as up and that past performance of Anheuser-Busch InBev’s shares is no indication of actual future performance.

Anheuser-Busch InBev will file a Registration Statement on Form S-8 with the US Securities and Exchange Commission (the “ SEC ”) covering the ordinary shares to be delivered pursuant to the Options.

The SEC allows us to “incorporate by reference” the information filed with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. Information that we file later with the SEC will automatically update and supersede information pertaining to the same subject in this prospectus or in earlier filings with the SEC. We incorporate by reference into this prospectus:

To the extent designated therein, certain current reports of Anheuser-Busch InBev in the US on Form 6-K, and all documents filed by Anheuser-Busch InBev in the US under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus, but prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this prospectus and to be part of this prospectus from the date of filing of such documents.

You may receive copies of the documents described above and any of the documents that we are required to deliver to employees pursuant to Rule 428(b) of the Securities Act free of charge by submitting a request to your local People Director. Some of these documents are also available for viewing in the Investor section of our website at www.ab-inbev.com.

7

8

9

10

The Plan forms part of an agreement between the Participant and Anheuser-Busch InBev. By returning to Anheuser-Busch InBev a duly completed Acceptance Form in accordance with Section 5.2, the Participant unconditionally agrees to be bound by these terms and conditions.

Options under the Plan, including Incentive Stock Options, may be offered to such Eligible Employees as the Committee shall select in its sole discretion.

11

The total number of Shares which may be transferred pursuant to Options granted under the Plan shall not exceed 6,000,000 Shares. Such Shares may be issued Shares held in Anheuser-Busch InBev’s treasury or acquired by Anheuser-Busch InBev for the purposes of the Plan. Any Shares delivered by Anheuser-Busch InBev, any Shares with respect to which Options are granted by Anheuser-Busch InBev and any Shares with respect to which Anheuser-Busch InBev becomes obligated to grant as Options, through the assumption of, or in substitution for, outstanding options previously granted by an acquired entity, shall not be counted against the Shares available for Options under this Plan.

An Eligible Employee to whom Options are offered has the possibility of accepting only part of them. To that effect, the Eligible Employee shall mention in the Acceptance Form the exact number of accepted Options. If an Eligible Employee accepts only part of the Options, he/she shall be deemed to have refused the other Options offered to him/her.

The mode of acceptance of the Options is set out in the Offer Letter and, at the choice of Anheuser-Busch InBev, takes the form of an electronic acceptance or of a paper-form acceptance.

In the case of acceptance of the Options in electronic form, the Eligible Employee must confirm and submit his/her choice through the LTI Website or the Anheuser-Bush Intranet, as specified in the Eligible Employee’s Offer Letter.

The Acceptance Form must be completed online and submitted during the Offer Period and, to the extent applicable, after having accepted the terms of use of the LTI Website.

If the LTI Website or the Anheuser-Busch Intranet, as the case may be, is not accessible (for technical reasons or otherwise) during the Offer Period, the Eligible Employee must ask his/her local People Department for an Acceptance Form in paper format and return it to Anheuser-Busch InBev in accordance with Section 5.2.3 below.

Failure to complete and submit the Acceptance Form as set out above will be deemed to constitute a refusal by the Eligible Employee of all Options offered to him/her.

In the case of acceptance of the Options in paper form, the Eligible Employee must complete, date and sign the Acceptance Form attached to the Offer Letter and return it to the address indicated on it. The completed Acceptance Form must reach Anheuser-Busch InBev, or any third party designated by it to that effect, during the Offer Period.

12

Failure to return the completed, dated and signed Acceptance Form as set out above will be deemed to constitute a refusal by the Eligible Employee of all Options offered to him/her.

Except for transfers as a result of death (see Section 8.4 below), Options may not be transferred or encumbered with any security, pledge or other right, or otherwise pass to any third party.

The Exercise Price of the Options is specified in the Offer Letter and will not be less than 100% (or 110%, in the case of ISOs granted to an individual described in Section 422(b)(6) of the Code (relating to certain 10% owners)) of the Fair Market Value of a Share on the date of grant.

Subject to Sections 7.3 and 8, the Options may be exercised only during the Exercise Period. The Options that are not exercised within the Exercise Period automatically expire and become null and void.

The Options may not, in any circumstances, be exercised during a Prohibited Period or in breach of any applicable laws prohibiting insider dealing.

13

Without prejudice to Section 8.4 below:

14

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

The above rules also apply in case the termination of employment results from an Outsourcing or a Divestiture.

Without prejudice to Section 8.4 below, in the case of Resignation or Dismissal for Serious Cause of a Participant:

The rules set out above shall apply notwithstanding any recourse that might be introduced by a Participant against such dismissal.

Without prejudice to Section 8.4. below:

15

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

Without prejudice to Section 8.4 below, in the case of Dismissal for Serious Cause of a Participant:

The rules set out above shall apply notwithstanding any recourse that might be introduced by a Participant against such dismissal.

Without prejudice to Section 8.4 below:

Without prejudice to Section 8.4 below, in the case of Dismissal for Serious Cause of a Participant:

16

The rules set out above shall apply notwithstanding any recourse that might be introduced by a Participant against such dismissal.

Notwithstanding Sections 8.1 to 8.3 above, in the case of death of a participant or termination of employment following permanent disability:

The notion of “permanent disability” is to be defined by reference to the law governing the employment of the Participant.

ISOs shall be treated as NQSOs if they are exercised later than three (3) months after a Participant’s termination of employment. If Section 8.4 applies with respect to ISOs upon the permanent disability of a Participant and the disability is as described in Section 22(e)(3) of the Code, such ISOs shall be treated as NQSOs if they are exercised later than one (1) year after termination of employment. If the disability is not as described in Section 22(e)(3), such ISOs shall be treated as NQSOs if they are exercised later than three (3) months after termination of employment.

A Participant who is, as of the Offer Date, or following the Offer Date commences, on a Leave of Absence shall be deemed to remain employed by Anheuser-Busch InBev and its subsidiaries unless the Leave of Absence extends beyond the second anniversary of the date on which the Leave of Absence commenced, in which event the Participant will be deemed to have resigned, in the meaning of Section 8 of the Plan and for the application of the Plan only, on and as of the Leave of Absence expiration date.

Notwithstanding the above, for purposes of the Pro-Rata Formula under Section 8.2.1 (i) (b), the Leave of Absence will only be included in the number of full calendar months of employment provided it has been granted for medical reasons, including maternity leave, or provided the law governing the employment of the Participant would require this.

17

For purposes of ISOs, if a Leave of Absence exceeds three (3) months and Anheuser-Busch InBev is required, either by statute or contract, to reemploy the Participant upon expiration of such leave, Options will continue to be treated as ISOs during such Leave of Absence. If reemployment upon expiration of a Leave of Absence that exceeds three (3) months is not so guaranteed, six (6) months after the first day of such leave any ISOs held by the Participant shall cease to be treated as ISOs and shall be treated for tax purposes as NQSOs.

18

The Shares to be purchased upon exercise of the Options are existing ordinary shares of Anheuser-Busch InBev with all rights and benefits generally attached to such Shares. Anheuser-Busch InBev will, at its discretion, deliver Shares in dematerialised form or in registered form.

The Shares acquired upon exercise of Options give right to the dividends paid on such Shares after the date of exercise. No dividends will be paid on the Options.

The Shares acquired upon exercise of Options are not subject to any transfer restrictions under the rules of the Plan.

All costs related to the attribution of the Options and the delivery of the Shares will be paid by Anheuser-Busch InBev, except taxes on stock exchange transactions, capital gains taxes and income and social security taxes on the income received by the Participants in connection with the offering, the ownership or the exercise of the Options and with the acquisition of the Shares. All financing costs related to the acquisition of the Shares shall be borne by the Participants. In case of a regular exercise, the Participants shall ensure that the bank account of Anheuser-Busch InBev is credited with the net Exercise Price amount in euros. To the extent permitted by law, Anheuser-Busch InBev may withhold from any payment or delivery of Shares any income or social security taxes that are required to be withheld under any applicable law, rule or regulation.

19

If a Participant disposes of Shares acquired upon exercise of an ISO in a “disqualifying disposition” within the meaning of Section 422 of the Code, that is, disposes of them less than:

or in any other disqualifying disposition within the meaning of Section 422 of the Code, the Participant shall notify Anheuser-Busch InBev of the date and terms of such disposition in writing within 15 days thereof.

The Options may be recorded in an options register in electronic form, the maintenance of which may be outsourced by Anheuser-Busch InBev to a third party.

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

20

As a condition to receiving the Options, each Participant consents to delivery of all subsequent information relating to the Options by electronic means, including e-mails to the Participant and postings on the LTI Website, Anheuser-Busch InBev’s website or intranet. Such information may include, among others, financial information concerning Anheuser-Busch InBev and other information relevant to a Participant’s decision whether or not to exercise the Options. In order to access such information, Participants will be required to access the LTI Website and/or Anheuser-Busch InBev’s e-mail system, website and/or intranet. By acceptance of the Options, each Participant is deemed to acknowledge that he/she has such access to the LTI Website, the e-mail system of Anheuser-Busch InBev and its website and intranet and ordinarily uses them in the ordinary course of his/her employment. Participants may obtain paper copies of any such information by submitting a request to receive paper copies to his/her People Department.

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

In the event of a Participant’s death, any Successor acquiring Options shall inform Anheuser-Busch InBev of the Participant’s death as soon as possible following the date of death.

The Board of Directors may unilaterally modify at any time the practical and/or accessory modalities of the terms and conditions. It may also unilaterally modify the terms and conditions when such modifications are required to comply with any change in legislation. Shareholder approval/confirmation of any amendment shall be obtained to the extent necessary to comply with Section 422 of the Code (relating to Incentive Stock Options) or any other applicable law, regulation or stock exchange listing requirements.

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

21

Unless sooner terminated by the Board of Directors, the Plan, including the provisions respecting the grant of Options, shall terminate on the date upon which all the Shares underlying the Options have been delivered to Participants. All Options made under the Plan prior to its termination shall remain in effect until such Options have been satisfied or terminated in accordance with the terms and provisions of the Plan and the applicable Offer Letter.

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

The Options, the Shares and these terms and conditions are governed by Belgian law.

22

Exhibit 4.4

Anheuser-Busch InBev SA/NV

Long-Term Incentive Plan

Relating to American Depositary Shares of Anheuser-Busch InBev

December 2015

Participants’ Guide

THE “INTRODUCTION” SECTION OF THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Anheuser-Busch InBev Long-Term Incentive Plan

relating to American Depositary Shares of Anheuser-Busch InBev

Introduction

You will find in this section a general description of the Anheuser-Busch InBev Long-Term Incentive Plan (relating to American Depositary Shares of Anheuser-Busch InBev) (the “ Plan ”) presented in the form of frequently asked questions (FAQs). This description of the Plan is very general and does not purport to be complete.

The Plan is intended to provide certain employees of Anheuser-Busch InBev and its subsidiaries (“ Eligible Employees ”) American Depositary Shares of Anheuser-Busch InBev, which are currently traded on the New-York Stock Exchange (the “ ADSs ”) and to align the interests of the Eligible Employees with those of Anheuser-Busch InBev.

The Plan is subject to the Belgian legal and regulatory provisions that govern stock option grant plans. The Plan is not regarded, in the United States, as a qualified plan under Section 401(a) of the US Internal Revenue Code of 1986 (the “ Code ”). Further, the Plan is not subject to any of the provisions of the US Employee Retirement Income Security Act of 1974 (“ ERISA ”).

The contents of this section are for information purposes only. In any case of discrepancy between the contents of this section and the terms and conditions of the Plan, the provisions of the terms and conditions of the Plan (“ Terms and Conditions ”) will prevail. Terms beginning with a capital letter have the meaning ascribed to them in the Terms and Conditions.

The Plan is administered by the board of directors of Anheuser-Busch InBev (the “ Board of Directors ”), but the Board of Directors may delegate part or all powers under the Plan to the Remuneration Committee of Anheuser-Busch InBev (the “ Committee ”). In such a case, the Committee is responsible for the general administration of the Plan in accordance with the Plan rules, under the supervision of the Board of Directors; the Committee is also authorised to establish rules for the administration, interpretation, and application of the Plan. The Board of Directors and the Committee may sub-delegate certain powers to any third party they deem appropriate.

The Board of Directors is currently composed of four members nominated by EPS SA, a Luxembourg company that represents Interbrew’s founding families; four members nominated by BRC S.a.r.l., a Luxembourg company that represents AmBev’s founders; four independent directors and two non-executive, non-independent directors. Board members are elected at the shareholders’ meeting of Anheuser-Busch InBev for 4-year terms. The Board of Directors appoints the members of the Committee from amongst its members.

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

2

However, shareholders’ approval of any amendment will be obtained to the extent necessary to comply with Section 422 of the Code (relating to Incentive Stock Options) or any other applicable law, regulation or stock exchange listing requirements.

If you would like more information about the Plan or its administrators, please contact your local People Director. For US Participants, please contact Donald Hartmann at Anheuser-Busch Companies, One Busch Place St-Louis, MO, Donald.Hartmann@anheuser-busch.com.

Unless decided otherwise by AB InBev, the Plan will terminate on the date upon which all the ADS underlying the Options have been delivered to the Participants. Any Options granted under the Plan prior to its termination will remain in effect until they have been satisfied or terminated in accordance with their terms.

The Plan rules allow the Committee to select any employees of Anheuser-Busch InBev and its subsidiaries in its sole discretion as “Eligible Employees” to whom Options may be offered. All employees of Anheuser-Busch InBev and its subsidiaries who have been informed by their local People Department that they are “Eligible Employees” qualify to participate in the Plan.

A maximum of 3,980,000 ADSs can be awarded under the Plan.

The ADSs are ordinary American Depositary Shares issued in the framework of the Anheuser-Busch InBev American Depositary Receipt facility managed by The Bank of New York Mellon (or any successor thereof). Each ADS represents one ordinary share or the right to receive one ordinary share of Anheuser-Busch InBev.

For additional general information on the ADSs, including on the payment of dividends, please visit The Bank of New York Mellon’s website (www.adrbnymellon.com) and search for Anheuser-Busch InBev’s profile page.

There are three main steps in the participation process:

3

You do not have to pay anything to Anheuser-Busch InBev to participate in the Plan. Anheuser-Busch InBev will bear the costs related to the set-up of the Plan.

However, participating in the Plan may result in the obligation for you to pay local taxes and social security contributions in accordance with applicable tax and social security legislation.

In addition, any costs you incur for the financing of the exercise of your Options (if applicable) will have to be borne by you. Similarly, any costs, fees and taxes and social security contributions that may arise upon the exercise of your Options and subsequent sale of ADSs you have purchased from Anheuser-Bush InBev will have to be borne by you.

The Exercise Price of the Options is the one indicated in your Offer Letter.

Participating in the Plan does not require that you open a securities account in your home country or in Belgium. Your Options will be recorded in a register in electronic form maintained by Anheuser-Busch InBev (or by a third party appointed by Anheuser-Busch InBev to that effect).

When you exercise your Options, you will need to have a securities account to which the ADSs can be transferred.

You can have access to your portfolio of Options through the secured LTI Website mentioned in the Offer Letter (or any successor website thereof).

All transactions on your Options (e.g. exercise) will be carried out electronically from the LTI Website.

You can exercise your Options on any Trading Day during the Exercise Period set forth in your Offer Letter except otherwise provided in the Terms and Conditions.

You can, of course, never exercise your Options during a Prohibited Period (as defined in Anheuser-Busch InBev’s Code of Dealing) or in breach of any prohibition of insider dealing applying to you.

The exercise of your Options is in principle fully electronic (no paper exercise) and is managed through the LTI Website. All you need to do to exercise your Options is to log on to the LTI Website and follow the instructions.

You have, in principle, the choice between two methods of exercise:

Under a regular exercise, you pay the Exercise Price to Anheuser-Busch InBev in cash and you subsequently receive the corresponding ADSs from Anheuser-Busch InBev.

4

The Exercise Price of your Options must be paid in USD (which is the currency of your Options) and in accordance with the instructions provided on the LTI Website. Your Exercise Price must reach the bank account of Anheuser-Busch InBev within 10 Banking Days from the date of Exercise. All costs related to the transfer of your Exercise Price to Anheuser-Busch InBev (e.g. foreign exchange commission, international bank transfer fees) will have to be borne by you.

The ADSs you have purchased from Anheuser-Busch InBev under a regular exercise will then be delivered to you in book-entry form on your securities account.

Anheuser-Busch InBev has set up a mechanism whereby you may finance the exercise of your Options through a cashless exercise.

Under a cashless exercise, the ADSs you have purchased will be immediately sold on the market and a portion of the sale price equivalent to your Exercise Price will be transferred to Anheuser-Busch InBev for payment of the Exercise Price of your Options. The rest of the sale price less any brokerage costs and other fees (in other words, your net gain) will be paid to you either directly or through your employer, who will withhold, to the extent required, any applicable local taxes and social security contributions. If payments go through your employer, payments may be made on the same schedule as payroll payments and therefore may occur after a reasonable delay, without accruing any interest.

Once your Options have become exercisable, you may exercise your Options at any time up to and including the last day of the Exercise Period. However, your Options may not, in any circumstances, be exercised during any Prohibited Period (as defined in the Anheuser-Busch InBev Dealing Code) or in breach of any applicable laws prohibiting insider dealing. Once the Exercise Period is over, if not yet exercised, all of your Options will lapse and you will no longer have any rights in respect of the Options.

Depending on the circumstances of your departure, your Options either may become null and void or may survive your departure. A departure from Anheuser-Busch InBev may also affect the period during which you may exercise your Options.

Leaving Anheuser-Busch InBev (for whatever reason) will have no impact on the ADSs you have purchased from Anheuser-Busch InBev pursuant to the exercise of your Options.

Subject to the special rules in the Terms and Conditions below, upon your resignation or dismissal, whether or not the dismissal is being challenged by you, the Options which are not yet exercisable on your last day of employment will in principle be automatically void. If the Options are exercisable on your last day of employment, they will remain exercisable for 90 days following the dismissal in case of “Dismissal for Serious Cause” or for 180 days if the dismissal was for other reasons (e.g., not for Serious Cause or due to outsourcing or divestiture).

5

If your employment terminates (including resignation) after attaining a cumulated age of 70 (other than a Dismissal for Serious Cause), all Options that are not exercisable on the date of termination will be treated as follows:

If your employment terminates (including resignation) after attaining a cumulated age of 70 (other than a Dismissal for Serious Cause), all Options that were exercisable on the date of termination may be exercised until the end of the Exercise Period.

If your employment terminates (including resignation) after attaining a cumulated age of 80 (other than a Dismissal for Serious Cause), all Options that are not exercisable on the date of termination will remain in full force and effect, provided that, if requested by Anheuser-Busch InBev, you enter into a non-competition agreement.

If your employment terminates (including resignation) after attaining a cumulated age of 80 (other than a Dismissal for Serious Cause), all Options that were exercisable on the date of termination may be exercised until the end of the Exercise Period.

If your employment terminates due to your death or permanent disability, your Options that are not exercisable at that time will become immediately exercisable under certain conditions (e.g. if disabled, you may be asked to sign a non-competition agreement, and in the event of your death, your successor must inform Anheuser-Busch InBev of your death). All Options that are exercisable at that time will remain exercisable until the end of the Exercise Period.

Your Options may not be transferred or encumbered or otherwise pass to any third party.

The ADSs delivered to you are ordinary American Depository Shares issued under the deposit agreement with the Bank of New York Mellon in the framework of the Anheuser-Busch InBev American Depository Receipt facility.

Upon exercise, your ADSs will entitle you to all the rights and benefits generally attached to ADSs. The ADSs acquired upon exercise of Options give right to the dividends paid on such ADSs after the date of exercise. ADS holders receive cash dividends in U.S. dollars after the amount paid in euro on the ordinary shares represented by the ADSs is converted to U.S. dollars. Accordingly, exchange-rate fluctuations will affect the U.S. dollar amounts received by holders of ADSs on the conversion from euro into U.S. dollars.

The ADSs you acquire upon the exercise of Options are not subject to any transfer restrictions under the rules of the Plan.

6

Participation in, and the operation of, the Plan will not form part of or affect your contract of employment or your employment relationship, nor will they give you the right to continued employment. Participation in one grant of Options under the Plan does not indicate that you will participate, or be considered for participation, in any later grants. You are not entitled to any compensation or other benefit in respect of the Plan.

You should understand that the value of ADSs can go down as well as up and that past performance of ADSs is no indication of actual future performance.

Anheuser-Busch InBev will file a Registration Statement on Form S-8 with the US Securities and Exchange Commission (the “ SEC ”) covering the ADSs to be delivered pursuant to the Options.

The SEC allows us to “incorporate by reference” the information filed with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. Information that we file later with the SEC will automatically update and supersede information pertaining to the same subject in this prospectus or in earlier filings with the SEC. We incorporate by reference into this prospectus:

To the extent designated therein, certain current reports of Anheuser-Busch InBev in the US on Form 6-K, and all documents filed by Anheuser-Busch InBev in the US under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus, but prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this prospectus and to be part of this prospectus from the date of filing of such documents.

You may receive copies of the documents described above and any of the documents that we are required to deliver to employees pursuant to Rule 428(b) of the Securities Act free of charge by submitting a request to your local People Director. Some of these documents are also available for viewing in the Investor section of our website at www.ab-inbev.com.

7

8

9

10

The Plan forms part of an agreement between the Participant and Anheuser-Busch InBev. By returning to Anheuser-Busch InBev a duly completed Acceptance Form in accordance with Section 5.2, the Participant unconditionally agrees to be bound by these terms and conditions.

Options under the Plan, including Incentive Stock Options, may be offered to such Eligible Employees as the Committee shall select in its sole discretion.

11

The total number of ADSs which may be transferred pursuant to Options granted under the Plan shall not exceed 3,980,000 ADSs. Such ADSs may be issued ADSs held in Anheuser-Busch InBev’s treasury or acquired by Anheuser-Busch InBev for the purposes of the Plan. Any ADSs delivered by Anheuser-Busch InBev, any ADSs with respect to which Options are granted by Anheuser-Busch InBev and any ADSs with respect to which Anheuser-Busch InBev becomes obligated to grant as Options, through the assumption of, or in substitution for, outstanding options previously granted by an acquired entity, shall not be counted against the ADSs available for Options under this Plan.

An Eligible Employee to whom Options are offered has the possibility of accepting only part of them. To that effect, the Eligible Employee shall mention in the Acceptance Form the exact number of accepted Options. If an Eligible Employee accepts only part of the Options, he/she shall be deemed to have refused the other Options offered to him/her.

The mode of acceptance of the Options is set out in the Offer Letter and, at the choice of Anheuser-Busch InBev, takes the form of an electronic acceptance or of a paper-form acceptance.

In the case of acceptance of the Options in electronic form, the Eligible Employee must confirm and submit his/her choice through the LTI Website or the Anheuser-Bush Intranet, as specified in the Eligible Employee’s Offer Letter.

The Acceptance Form must be completed online and submitted during the Offer Period and, to the extent applicable, after having accepted the terms of use of the LTI Website.

If the LTI Website or the Anheuser-Busch Intranet, as the case may be, is not accessible (for technical reasons or otherwise) during the Offer Period, the Eligible Employee must ask his/her local People Department for an Acceptance Form in paper format and return it to Anheuser-Busch InBev in accordance with Section 5.2.3 below.

Failure to complete and submit the Acceptance Form as set out above will be deemed to constitute a refusal by the Eligible Employee of all Options offered to him/her.

In the case of acceptance of the Options in paper form, the Eligible Employee must complete, date and sign the Acceptance Form attached to the Offer Letter and return it to the address indicated on it. The completed Acceptance Form must reach Anheuser-Busch InBev, or any third party designated by it to that effect, during the Offer Period.

Failure to return the completed, dated and signed Acceptance Form as set out above will be deemed to constitute a refusal by the Eligible Employee of all Options offered to him/her.

12

Except for transfers as a result of death (see Section 8.4 below), Options may not be transferred or encumbered with any security, pledge or other right, or otherwise pass to any third party.

The Exercise Price of the Options is specified in the Offer Letter and will not be less than 100% (or 110%, in the case of ISOs granted to an individual described in Section 422(b)(6) of the Code (relating to certain 10% owners)) of the Fair Market Value of an ADS on the date of grant.

Subject to Sections 7.3 and 8, the Options may be exercised only during the Exercise Period. The Options that are not exercised within the Exercise Period automatically expire and become null and void.

The Options may not, in any circumstances, be exercised during a Prohibited Period or in breach of any applicable laws prohibiting insider dealing.

13

Without prejudice to Section 8.4 below:

14

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

The above rules also apply in case the termination of employment results from an Outsourcing or a Divestiture.

Without prejudice to Section 8.4 below, in the case of Resignation or Dismissal for Serious Cause of a Participant:

The rules set out above shall apply notwithstanding any recourse that might be introduced by a Participant against such dismissal.

Without prejudice to Section 8.4. below:

15

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

Without prejudice to Section 8.4 below, in the case of Dismissal for Serious Cause of a Participant:

The rules set out above shall apply notwithstanding any recourse that might be introduced by a Participant against such dismissal.

Without prejudice to Section 8.4 below:

Without prejudice to Section 8.4 below, in the case of Dismissal for Serious Cause of a Participant:

16

The rules set out above shall apply notwithstanding any recourse that might be introduced by a Participant against such dismissal.

Notwithstanding Sections 8.1 to 8.3 above, in the case of death of a participant or termination of employment following permanent disability:

The notion of “permanent disability” is to be defined by reference to the law governing the employment of the Participant.

ISOs shall be treated as NQSOs if they are exercised later than three (3) months after a Participant’s termination of employment. If Section 8.4 applies with respect to ISOs upon the permanent disability of a Participant and the disability is as described in Section 22(e)(3) of the Code, such ISOs shall be treated as NQSOs if they are exercised later than one (1) year after termination of employment. If the disability is not as described in Section 22(e)(3), such ISOs shall be treated as NQSOs if they are exercised later than three (3) months after termination of employment.

A Participant who is, as of the Offer Date, or following the Offer Date commences, on a Leave of Absence shall be deemed to remain employed by Anheuser-Busch InBev and its subsidiaries unless the Leave of Absence extends beyond the second anniversary of the date on which the Leave of Absence commenced, in which event the Participant will be deemed to have resigned, in the meaning of Section 8 of the Plan and for the application of the Plan only, on and as of the Leave of Absence expiration date.

Notwithstanding the above, for purposes of the Pro-Rata Formula under Section 8.2.1 (i) (b), the Leave of Absence will only be included in the number of full calendar months of employment provided it has been granted for medical reasons, including maternity leave, or provided the law governing the employment of the Participant would require this.

17

For purposes of ISOs, if a Leave of Absence exceeds three (3) months and Anheuser-Busch InBev is required, either by statute or contract, to reemploy the Participant upon expiration of such leave, Options will continue to be treated as ISOs during such Leave of Absence. If reemployment upon expiration of a Leave of Absence that exceeds three (3) months is not so guaranteed, six (6) months after the first day of such leave any ISOs held by the Participant shall cease to be treated as ISOs and shall be treated for tax purposes as NQSOs.

18

The ADSs delivered to the Participant are ordinary American Depositary Shares issued under the deposit agreement with The Bank of New York Mellon (or any successor thereof) in the framework of the Anheuser-Busch InBev American Depositary Receipt facility managed by The Bank of New York Mellon (or any successor thereof) with all rights and benefits generally attached to such ADSs.

The ADSs acquired upon exercise of Options give right to the dividends paid on such ADSs after the date of exercise. ADS holders receive cash dividends in U.S. dollars after the amount paid in euro on the ordinary shares represented by the ADSs is converted to U.S. dollars. No dividends will be paid on the Options.

The ADSs acquired upon the exercise of Options are not subject to any transfer restrictions under the rules of the Plan.

All costs related to the attribution of the Options and the delivery of the ADSs will be paid by Anheuser-Busch InBev, except taxes on stock exchange transactions, capital gains taxes and income and social security taxes on the income received by the Participants in connection with the offering, the ownership or the exercise of the Options and with the acquisition of the ADSs. All financing costs related to the acquisition of the ADSs shall be borne by the Participants. In case of a regular exercise, the Participants shall ensure that the bank account of Anheuser-Busch InBev is credited with the net Exercise Price amount in US Dollars. To the extent permitted by law, Anheuser-Busch InBev may withhold from any payment or delivery of ADSs any income or social security taxes that are required to be withheld under any applicable law, rule or regulation.

19

If a Participant disposes of ADSs acquired upon exercise of an ISO in a “disqualifying disposition” within the meaning of Section 422 of the Code, that is, disposes of them less than:

or in any other disqualifying disposition within the meaning of Section 422 of the Code, the Participant shall notify Anheuser-Busch InBev of the date and terms of such disposition in writing within 15 days thereof.

The Options may be recorded in an options register in electronic form, the maintenance of which may be outsourced by Anheuser-Busch InBev to a third party.

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

20

As a condition to receiving the Options, each Participant consents to delivery of all subsequent information relating to the Options by electronic means, including e-mails to the Participant and postings on the LTI Website, Anheuser-Busch InBev’s website or intranet. Such information may include, among others, financial information concerning Anheuser-Busch InBev and other information relevant to a Participant’s decision whether or not to exercise the Options. In order to access such information, Participants will be required to access the LTI Website and/or Anheuser-Busch InBev’s e-mail system, website and/or intranet. By acceptance of the Options, each Participant is deemed to acknowledge that he/she has such access to the LTI Website, the e-mail system of Anheuser-Busch InBev and its website and intranet and ordinarily uses them in the ordinary course of his/her employment. Participants may obtain paper copies of any such information by submitting a request to receive paper copies to his/her People Department.

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

In the event of a Participant’s death, any Successor acquiring Options shall inform Anheuser-Busch InBev of the Participant’s death as soon as possible following the date of death.

The Board of Directors may unilaterally modify at any time the practical and/or accessory modalities of the terms and conditions. It may also unilaterally modify the terms and conditions when such modifications are required to comply with any change in legislation. Shareholder approval/confirmation of any amendment shall be obtained to the extent necessary to comply with Section 422 of the Code (relating to Incentive Stock Options) or any other applicable law, regulation or stock exchange listing requirements.

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

21

Unless sooner terminated by the Board of Directors, the Plan, including the provisions respecting the grant of Options, shall terminate on the date upon which all the ADS underlying the Options have been delivered to the Participants. All Options made under the Plan prior to its termination shall remain in effect until such Options have been satisfied or terminated in accordance with the terms and provisions of the Plan and the applicable Offer Letter.

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

The Options and these terms and conditions are governed by Belgian law.

22

Exhibit 4.5

Anheuser-Busch InBev

Exceptional Incentive Restricted Stock Units Programme

Participants’ Guide

CHAPTER I OF THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”). THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

2015

Chapter I

General description of AB InBev

Exceptional Incentive Restricted Stock Units Programme

You will find in this Chapter a general description of the AB InBev Exceptional Incentive Restricted Stock Units Programme presented in the form of frequently asked questions (FAQs). This description of the Programme is very general and does not purport to be complete.

The Programme is intended to provide certain employees of AB InBev and its subsidiaries the opportunity to receive AB InBev Restricted Stock Units as an exceptional incentive.

The Programme is governed by Belgian law. The Programme is not regarded, in the United States, as a qualified plan under Section 401(a) of the US Internal Revenue Code of 1986 (the “ Code ”). Further, the Programme is not subject to any of the provisions of the US Employee Retirement Income Security Act of 1974 (“ ERISA ”).

The contents of this Chapter I are for information purposes only. In any case of discrepancy between the contents of this Chapter I and the rest of the Programme documentation, the provisions of Chapter II, the Offer Letter and the Acceptance Form shall prevail. Terms beginning with a capital letter have the meaning ascribed to them in Chapter II.

Individuals working for AB InBev and its subsidiaries who have received a letter (the “ Offer Letter ”) informing them that they are entitled to receive Restricted Stock Units under the Programme and who have duly completed and returned the Acceptance Form. Two series of Restricted Stock Units, A and B, form part of the Programme, with different vesting schemes.

Participants receive from AB InBev (i) an Offer Letter informing them that they are eligible to receive Restricted Stock Units and (ii) an Acceptance Form in which they are invited to confirm their acceptance of the Restricted Stock Units offered to them by AB InBev.

If a Participant does not return a duly completed and executed Acceptance Form within the time frame set out in the Offer Letter, that Participant will be deemed to have refused the Offer and the Restricted Stock Units offered by AB InBev.

The delivery of the AB InBev Shares upon vesting of the Restricted Stock Units is automatic. In other words, except for certain practical modalities, a Participant does not need to take any action for the delivery of the AB InBev Shares upon vesting of the Restricted Stock Units.

Participants do not have to pay anything to their AB InBev employer or to AB InBev to participate in the Programme. AB InBev and its subsidiaries will bear the costs related to the setting up of the Programme.

1

However, participating in the Programme may result in the obligation for Participants to pay domestic taxes and social security contributions in accordance with applicable tax and social security legislation.

In addition, all costs, fees and taxes that may arise upon the vesting of the Restricted Stock Units and the sale/conversion of Shares will have to be borne by the Participants.

No. Participating in the Programme does not require that Participants open a securities/custody account in their home country or in Belgium.

The Shares that Participants will receive upon vesting of the Restricted Stock Units that have been granted under the Programme (if any) may be delivered to Participants (at AB InBev’s choice) in dematerialised (electronic or book-entry) form or in registered form. If the Shares are in dematerialised form, Participants will need to have a securities/custody account in their home country or in Belgium to which these Shares can be transferred. If the Shares are in registered form, ownership will be evidenced through registration in the electronic Share register of AB InBev.

Furthermore, should a Participant request that American Depositary Shares (“ ADSs ”) be delivered to him/her in lieu of the Shares to be delivered upon vesting of the Restricted Stock Units, the Participant will need to have a securities/custody account to which the ADSs can be transferred.

Participants can have access to and monitor their portfolio of Restricted Stock Units through the secure Website www.abinbev.myleo.com (or any successor thereof).

Except as otherwise provided in Chapter II, the Restricted Stock Units A are subject to a 5-year Vesting Period and the Restricted Stock Units B are subject to a 10-year Vesting Period. Upon vesting of the Restricted Stock Units, AB InBev will deliver to the Participants one Share per Restricted Stock Unit. During the Vesting Period, the Restricted Stock Units cannot be sold, transferred or pledged.

Unless agreed otherwise between the Participant and AB InBev, the Shares you receive upon vesting of the Restricted Stock Units are not subject to any lock-up and are therefore freely transferable immediately after delivery.

The sale of your Shares after the Vesting Period is fully electronic (no paper exercise certificates) and is managed through the secure Website www.abinbev.myleo.com (or any successor thereof). All you need to do to sell your Shares is to access this secure Website and follow the instructions. In consideration for the sale of your Shares, you will have to pay brokerage fees, which are further detailed on the secure Website.

If you are an “affiliate” of AB InBev as defined in Rule 144 under the Securities Act (“ Rule 144 ”), any resale or other disposition of your Shares must be made pursuant to (1) the requirements of Rule 144, without regard to the holding period requirement of such Rule, or (2) another exemption from registration under the Securities Act.

2

Depending on the circumstances of a Participant’s departure, if the Participant leaves AB InBev during the Vesting Period of the Restricted Stock Units, the relevant Restricted Stock Units may partially or entirely become null and void.

The Shares delivered upon vesting of the Restricted Stock Units are not subject to any transfer restrictions under the rules of the Programme. As a consequence, leaving AB InBev (for whatever reason) after the Vesting Period will have no impact on the Shares held by a Participant.

The Programme is administered by the Board of Directors, but the Board of Directors may delegate part or all powers under the Programme to the Committee. In such a case, the Committee is responsible for the general administration of the Programme in accordance with the Programme rules, under the supervision of Board of Directors; the Committee is also authorised to establish rules for the administration, interpretation, and application of the Programme. The Board of Directors and the Committee may sub-delegate certain powers to any third party they deem appropriate.

The Board of Directors is currently composed of four members nominated by EPS SA, a Luxembourg company that represents Interbrew’s founding families; four members nominated by BRC S.a.r.l., a Luxembourg company that represents AmBev’s founders; four independent directors and two non-executive, non-independent directors. Board members are elected at the shareholders’ meeting of Anheuser-Busch InBev for 4-year terms. The Board of Directors appoints the members of the Committee from amongst its members.

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

If you would like more information about the Programme or its administrators, please contact your local People Director or contact Martin Fidalgo or his designee at AB InBev Services LLC, 250 Park Avenue, 10123 New York, (212) 573-4388.

Unless decided otherwise by AB InBev, the Programme will terminate on the date upon which the Shares underlying the Restricted Stock Units are delivered to Participants.

A maximum of 1,000,000 Shares (including the Shares underlying the Restricted Stock Units) can be awarded under the Programme. Such Shares may be issued Shares held in AB InBev’s treasury or acquired by AB InBev for the purpose of the Programme. The Shares may be in dematerialized or in registered form.

At the request of the Participants, AB InBev may, upon vesting of the Restricted Stock Units, deliver ADSs listed on the New York Stock Exchange in lieu of the AB InBev Shares underlying the Restricted Stock Units.

3

The ADSs are American Depositary Shares issued in the framework of the AB InBev American Depositary Receipt facility managed by The Bank of New York Mellon (or any successor thereof).

For additional general information on the ADSs, including on the payment of dividends, please visit The Bank of New York Mellon’s website (www.adrbnymellon.com) and search for AB InBev’s profile page.

Participation in, and the operation of, the Programme will not form part or affect your contract of employment or your employment relationship, nor will it give you the right to continued employment. Participation in the Programme in one year does not indicate that you will participate, or be considered for participation, in any later years. You are not entitled to any compensation or other benefit in respect of the Programme.

Participants should understand that the value of AB InBev Shares can go down as well as up and that past performance of AB InBev’s shares is no indication of actual future performance.

AB InBev has filed a Registration Statement on Form S-8 with the US Securities and Exchange Commission (the “ SEC ”) covering the Shares or ADSs to be delivered pursuant to the Programme.

The SEC allows us to “incorporate by reference” the information filed with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. Information that we file later with the SEC will automatically update and supersede information pertaining to the same subject in this prospectus or in earlier filings with the SEC.

The documents incorporated by reference in the Registration Statement pursuant to which the securities covered hereby are registered are hereby incorporated in this prospectus by reference.

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

To the extent designated therein, certain current reports of AB InBev in the US on Form 6-K, and all documents filed by AB InBev in the US pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) subsequent to the date hereof and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

Participants may receive copies of the documents described above and any of the documents that we are required to deliver to employees pursuant to Rule 428(b) of the Securities Act free of charge by submitting a request to Martin Fidalgo or his designee at AB InBev Services LLC, 250 Park Avenue, 10123 New York, (212) 573-4388. Some of these documents are also available for viewing in the Investor section of our website at www.ab-inbev.com.

4

Chapter II

Terms and conditions relating to the Restricted Stock Units

Definitions

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

5

6

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

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

7

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

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

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

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

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

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

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

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

8

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

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

Without prejudice to Clauses 5.2 to 5.6 below, in the case of termination of employment of a Participant, if employment ends before the Vesting Date, all Restricted Stock Units held by the Participant will automatically expire and become null and void.

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

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

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

9

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

The rules under this Clause 5.2 apply notwithstanding any recourse which might be introduced by a dismissed Participant against such dismissal.

Without prejudice to Clauses 5.4 and 5.5 below, in the case of Outsourcing or Divestiture, if the effective date of Outsourcing or Divestiture occurs before the Vesting Date, all Restricted Stock Units held by the Participant will automatically expire and become null and void.

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

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

The rules under this Clause 5.3 apply notwithstanding any recourse which might be introduced by a Participant against the Outsourcing or Divestiture.

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

All Restricted Stock Units held by the Participant will automatically expire and become null and void.

10

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

Notwithstanding Clauses 5.1 to 5.3 above, in the case of termination of employment before the Vesting Date, other than a termination of employment resulting from a Dismissal for Serious Cause, at or after a cumulated age of 80 (i.e. the sum, on the date of the end of employment, of (i) the age of the Participant and (ii) the number of years of employment of the Participant within the AB InBev Group), all Restricted Stock Units will remain in full force and effect and subject to these terms and conditions, provided that, if so requested by AB InBev, the Participant enters into a non-competition agreement. The modalities of the non-competition agreement will be agreed upon after the employment has ended.

Notwithstanding Clauses 5.1 to 5.5 above, in the case of death of a Participant before the Vesting Date, a portion of the Restricted Stock Units will remain in full force and effect and subject to these terms and conditions.

The portion of Restricted Stock Units that will remain in full force and effect as indicated above will be calculated by AB InBev on the basis of the Pro-Rata Formula, except that in the case of Restricted Stock Units A, the figure “120” used in the Pro-Rata Formula (as defined) will be replaced by “60”. The remaining Restricted Stock Units will automatically expire and become null and void.

Notwithstanding Clauses 5.1 to 5.5 above, in the case of termination of employment following permanent disability of a Participant before the Vesting Date, all Restricted Stock Units A and B held by the Participant will remain in full force and effect and will vest on the Vesting Date subject to these terms and conditions provided that, if so requested by AB InBev, the Participant enters into a non-competition agreement. The modalities of the non-competition agreement will be agreed upon after employment has ended.

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

11

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

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

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

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

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

12

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

In the event that AB InBev would be merged into another company, the rights and obligations of AB InBev under the Programme will automatically be transferred to the absorbing company and the Restricted Stock Units will no longer give the Participants the right to Shares but instead the right to shares of the absorbing company, subject to applicable law and to any applicable corporate approval. The number of shares of the absorbing company to which each Restricted Stock Units will give right will be determined at the sole discretion of the Board of Directors and/or the board of directors of the absorbing company and will be communicated to the Participants in due time.

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

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

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

13

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

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

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

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

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

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

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

14

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

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

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

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

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

*

*            *

15

Exhibit 4.6

Anheuser-Busch InBev SA/NV

2020 Dream Incentive Plan

Relating to Shares of Anheuser-Busch InBev

December 2015

Participants’ Guide

THE “INTRODUCTION” SECTION OF THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

1

Anheuser-Busch InBev 2020 Dream Incentive Plan

relating to Shares of Anheuser-Busch InBev

Introduction

You will find in this section a general description of the Anheuser-Busch InBev 2020 Dream Incentive Plan (relating to Shares of Anheuser-Busch InBev) (the “ Plan ”) presented in the form of frequently asked questions (FAQs). This description of the Plan is very general and does not purport to be complete.

The Plan is intended to provide certain employees of Anheuser-Busch InBev and its subsidiaries (“ Eligible Employees ”) ordinary shares of Anheuser-Busch InBev, which are currently traded on Euronext Brussels (the “ Shares ”) and to align the interests of the Eligible Employees with those of Anheuser-Busch InBev.

The Plan is subject to the Belgian legal and regulatory provisions that govern stock option grant plans. The Plan is not regarded, in the United States, as a qualified plan under Section 401(a) of the US Internal Revenue Code of 1986 (the “ Code ”). Further, the Plan is not subject to any of the provisions of the US Employee Retirement Income Security Act of 1974 (“ ERISA ”).

The contents of this section are for information purposes only. In any case of discrepancy between the contents of this section and the terms and conditions of the Plan (“ Terms and Conditions ”), the provisions of the Terms and Conditions will prevail. Terms beginning with a capital letter have the meaning ascribed to them in the Terms and Conditions.

The Plan is administered by the Board of Directors of Anheuser-Busch InBev (the “ Board of Directors ”), but the Board of Directors may delegate part or all powers under the Plan to the Remuneration Committee of Anheuser-Busch InBev (the “ Committee ”). In such a case, the Committee is responsible for the general administration of the Plan in accordance with the Terms and Conditions, under the supervision of the Board of Directors; the Committee is also authorised to establish rules for the administration, interpretation, and application of the Plan. The Board of Directors and the Committee may sub-delegate certain powers to any third party they deem appropriate.

The Board of Directors is currently composed of four members nominated by EPS SA, a Luxembourg company that represents Interbrew’s founding families; four members nominated by BRC S.a.r.l., a Luxembourg company that represents AmBev’s founders; four independent directors and two non-executive, non-independent directors. Board members are elected at the shareholders’ meeting of Anheuser-Busch InBev for 4-year terms. The Board of Directors appoints the members of the Committee from amongst its members.

2

The Board of Directors can unilaterally modify the practical and/or accessory terms of the Plan at any time. The Board of Directors may also modify the Terms and Conditions when such modifications are required to comply with any change in legislation. However, shareholders’ approval of any amendment will be obtained to the extent necessary to comply with Section 422 of the Code (relating to Incentive Stock Options) or any other applicable law, regulation or stock exchange listing requirements.

If you would like more information about the Plan or its administrators, please contact your local People Director. For US Participants, please contact Martin Fidalgo at AB InBev Services LLC, 250 Park Avenue, 10123 New York, (212)573-4388.

Unless decided otherwise by AB InBev, the Plan will terminate on the date upon which all the Shares underlying the Options have been delivered to Participants. Any Options granted under the Plan prior to its termination will remain in effect until they have been satisfied or terminated in accordance with the Terms and Conditions.

The Terms and Conditions allow the Committee to select any employees of Anheuser-Busch InBev and its subsidiaries in its sole discretion as “Eligible Employees” to whom Options may be offered. All employees of Anheuser-Busch InBev and its subsidiaries who have been informed by their local People Department that they are “Eligible Employees” qualify to participate in the Plan.

A maximum of 6.000.000 Options can be awarded under the Plan. Each Option will give the right to purchase one Share in accordance with the Terms and Conditions. The Shares underlying the Options may be issued Shares held in Anheuser-Busch InBev’s treasury or acquired by Anheuser-Busch InBev for the purpose of the Plan. The Shares may be in dematerialised or registered form.

There are three main steps in the participation process:

You do not have to pay anything to Anheuser-Busch InBev to participate in the Plan. Anheuser-Busch InBev will bear the costs related to the set-up of the Plan.

3

However, participating in the Plan may result in the obligation for you to pay local taxes and social security contributions in accordance with applicable tax and social security legislation.

In addition, any costs you incur for the financing of the exercise of your Options (if applicable) will have to be borne by you. Similarly, any costs, fees and taxes and social security contributions that may arise upon the exercise of your Options and subsequent sale of Shares you have purchased from Anheuser-Bush InBev will have to be borne by you.

The Exercise Price of the Options is the one indicated in your Offer Letter.

Participating in the Plan does not require that you open a securities account in your home country or in Belgium. Your Options will be recorded in a register in electronic form maintained by Anheuser-Busch InBev (or by a third party appointed by Anheuser-Busch InBev to that effect).

When you exercise your Options, if you receive Shares in registered form, you do not need to have a securities account and ownership will be evidenced through registration in the electronic shareholders’ register of Anheuser-Busch InBev. However, if the Shares are delivered to you in book-entry form, you will need to have a securities account to which the Shares can be transferred.

You can have access to your portfolio of Options through the secured LTI Website mentioned in the Offer Letter (or any successor website thereof).

All transactions on your Options (e.g. exercise) will be carried out electronically from the LTI Website.

The Options will vest five years after the date of the Offer Letter (the “ Vesting Date ”).

The Options may only be exercised after the Vesting Date provided the criteria of the performance test set out in the Terms and Conditions (the “ Performance Test ”) have been met on specified observation dates (the “ Observation Dates ”). If such criteria are met in accordance with the Terms and Conditions, you may exercise your Options on any Trading Day during the Exercise Period except otherwise provided in the Terms and Conditions. The Exercise Period will start on the 1 ^st of March following the first Observation Date on which the criteria of the Performance Test have been met and end on the fifth anniversary of the Vesting Date. The specific start and end dates of the Exercise Period will be communicated to you in due course.

You may never exercise your Options during a Prohibited Period (as defined in Anheuser-Busch InBev’s Code of Dealing) or in breach of any prohibition of insider dealing applying to you.

4

The exercise of your Options is in principle fully electronic (no paper exercise) and is managed through the LTI Website. All you need to do to exercise your Options is to log on to the LTI Website and follow the instructions.

You have, in principle, the choice between two methods of exercise:

Under a regular exercise, you pay the Exercise Price to Anheuser-Busch InBev in cash and you subsequently receive the corresponding Shares from Anheuser-Busch InBev.

The Exercise Price of your Options must be paid to Anheuser-Busch InBev in euros, which is the official currency in Belgium and the currency of your Options. Your Exercise Price in euros must reach the bank account of Anheuser-Busch InBev in Belgium within 10 Banking Days (as such term is defined in the Terms and Conditions) from the date of Exercise. If you pay your Exercise Price from a bank account denominated in US dollars, please make sure that you give the right instructions to your bank so that a net amount in euros that is equal to your Exercise Price effectively reaches the bank account of Anheuser-Busch InBev in due time. All costs related to the transfer of your Exercise Price to Anheuser-Busch InBev in Belgium (e.g. foreign exchange commission, international bank transfer fees) will have to be borne by you.

The Shares you have purchased from Anheuser-Busch InBev under a regular exercise will then be delivered to you in book-entry form on your securities account or in registered form through a registration in the electronic shareholders’ register of Anheuser-Busch InBev.

Anheuser-Busch InBev may, at its sole discretion, set up a mechanism whereby you may finance the exercise of your Options through a cashless exercise.

Under a cashless exercise, the Shares you have purchased will be immediately sold on the market and a portion of the sale price equivalent to your Exercise Price will be transferred to Anheuser-Busch InBev for payment of the Exercise Price of your Options. The rest of the sale price less any brokerage costs and other fees (in other words, your net gain) will be paid to you in euros (or in US dollars after conversion of the amount in euros into US dollars) either directly or through your employer, who will withhold, to the extent required, any applicable local taxes and social security contributions. If payments go through your employer, payments may be made on the same schedule as payroll payments and therefore may occur after a reasonable delay, without accruing any interest.

Once your Options have vested and become exercisable, you may exercise your Options at any time up to and including the last day of the Exercise Period. However, your Options may not, in any circumstances, be exercised during any Prohibited Period (as defined in the Anheuser-Busch InBev Dealing Code) or in breach of any applicable laws prohibiting insider dealing. Once the Exercise Period is over, if not yet exercised, all of your Options will lapse and you will no longer have any rights in respect of the Options.

5

Depending on the circumstances of your departure, your Options either may become null and void or may survive your departure. A departure from Anheuser-Busch InBev may also affect the period during which you may exercise your Options.

Leaving Anheuser-Busch InBev (for whatever reason) will have no impact on the Shares you have purchased from Anheuser-Busch InBev pursuant to the exercise of your Options.

Subject to the special rules in the Terms and Conditions below, upon your resignation or dismissal, whether or not the dismissal is being challenged by you, the Options which have not yet vested on your last day of employment will in principle be automatically void. If the Options have vested on your last day of employment, they will remain exercisable for 90 days following the dismissal in case of “Dismissal for Serious Cause” or for 180 days if the dismissal was for other reasons (e.g., not for Serious Cause or due to outsourcing or divestiture) and in any event no longer than until the end of the Exercise Period. In case the Exercise Period has not yet started on your last day of employment, the period of 90 days or 180 days will run as of the start of the Exercise Period.

If your employment terminates (including resignation but other than a Dismissal for Serious Cause) after attaining a Cumulated Age of 70 (as defined in the Terms and Conditions) but before attaining a Cumulated Age of 80), all Options that have vested on the date of termination may be exercised until the end of the applicable Exercise Period provided they become exercisable in accordance with the Terms and Conditions. In such case, all Options that have not vested on the date of termination will be treated as follows:

If your employment terminates (including resignation but other than a Dismissal for Serious Cause) after attaining a Cumulated Age of 80, all Options that have vested on the date of termination may be exercised until the end of the applicable Exercise Period provided they become exercisable in accordance with the Terms and Conditions. In addition, all Options that have not vested on the date of termination will remain in full force and effect subject to the Terms and Conditions, provided that, if requested by Anheuser-Busch InBev, you enter into a non-competition agreement.

If your employment terminates due to your death or permanent disability, all your Options that have not vested or that have vested but are not exercisable at that time will remain in full force and effect subject to the Terms and Conditions under certain conditions (e.g. if disabled, you may be asked to sign a non-competition agreement, and in the event of your death, your successor must inform Anheuser-Busch InBev of your death). All Options that are exercisable at that time will remain exercisable until the end of the Exercise Period.

6

Except for transfers as a result of death in accordance with the Terms and Conditions, your Options may not be transferred or encumbered or otherwise pass to any third party.

Upon exercise of your Options, your Anheuser-Busch InBev Shares will entitle you to all the rights and benefits generally attached to the ordinary shares. Anheuser-Busch InBev will, at its discretion, deliver Shares in dematerialised form or in registered form. The Shares acquired upon exercise of Options give rights to the dividends paid on such Shares after the date of exercise. Options are not entitled to dividends or to an equivalent dividend payment.

Your Anheuser-Busch InBev Shares acquired upon exercise of Options are not subject to any transfer restrictions under the Terms and Conditions.

Participation in, and the operation of, the Plan will not form part of or affect your contract of employment or your employment relationship, nor will they give you the right to continued employment. Participation in one grant of Options under the Plan does not indicate that you will participate, or be considered for participation, in any later grants. You are not entitled to any compensation or other benefit in respect of the Plan.

You should understand that the value of Anheuser-Busch InBev Shares can go down as well as up and that past performance of Anheuser-Busch InBev’s shares is no indication of actual future performance.

Anheuser-Busch InBev will file a Registration Statement on Form S-8 with the US Securities and Exchange Commission (the “ SEC ”) covering the ordinary shares to be delivered pursuant to the Options.

The SEC allows us to “incorporate by reference” the information filed with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. Information that we file later with the SEC will automatically update and supersede information pertaining to the same subject in this prospectus or in earlier filings with the SEC. We incorporate by reference into this prospectus:

7

To the extent designated therein, certain current reports of Anheuser-Busch InBev in the US on Form 6-K, and all documents filed by Anheuser-Busch InBev in the US under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus, but prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this prospectus and to be part of this prospectus from the date of filing of such documents.

You may receive copies of the documents described above and any of the documents that we are required to deliver to employees pursuant to Rule 428(b) of the Securities Act free of charge by submitting a request to your local People Director. Some of these documents are also available for viewing in the Investor section of our website at www.ab-inbev.com.

8

9

10

11

12

The Plan forms part of an agreement between the Participant and Anheuser-Busch InBev. By returning to Anheuser-Busch InBev a duly completed Acceptance Form in accordance with Section 5.2, the Participant unconditionally agrees to be bound by these Terms and Conditions.

Options under the Plan, including Incentive Stock Option, may be offered to such Eligible Employees as the Committee shall select in its sole discretion.

The total number of Shares which may be transferred pursuant to Options granted under the Plan shall not exceed 6.000.000 Shares. Such Shares may be issued Shares held in Anheuser-Busch InBev’s treasury or acquired by Anheuser-Busch InBev for the purposes of the Plan. Any Shares delivered by Anheuser-Busch InBev, any Shares with respect to which Options are granted by Anheuser-Busch InBev and any Shares with respect to which Anheuser-Busch InBev becomes obligated to grant Options, through the assumption of, or in substitution for, outstanding options previously granted by an acquired entity, shall not be counted against the Shares available for Options under this Plan.

An Eligible Employee to whom Options are offered has the possibility of accepting only part of them. To that effect, the Eligible Employee shall mention in the Acceptance Form the exact number of accepted Options. If an Eligible Employee accepts only part of the Options, he/she shall be deemed to have refused the other Options offered to him/her.

The mode of acceptance of the Options is set out in the Offer Letter and, at the choice of Anheuser-Busch InBev, takes the form of an electronic acceptance or of a paper-form acceptance.

In the case of acceptance of the Options in electronic form, the Eligible Employee must confirm and submit his/her choice through the LTI Website or the Anheuser-Bush Intranet, as specified in the Eligible Employee’s Offer Letter.

The Acceptance Form must be completed online and submitted during the Offer Period and, to the extent applicable, after having accepted the terms of use of the LTI Website.

13

If the LTI Website or the Anheuser-Busch Intranet, as the case may be, is not accessible (for technical reasons or otherwise) during the Offer Period, the Eligible Employee must ask his/her local People Department for an Acceptance Form in paper format and return it to Anheuser-Busch InBev in accordance with Section 5.2.3 below.

Failure to complete and submit the Acceptance Form as set out above will be deemed to constitute a refusal by the Eligible Employee of all Options offered to him/her.

In the case of acceptance of the Options in paper form, the Eligible Employee must complete, date and sign the Acceptance Form attached to the Offer Letter and return it to the address indicated on it. The completed Acceptance Form must reach Anheuser-Busch InBev, or any third party designated by it to that effect, during the Offer Period.

Failure to return the completed, dated and signed Acceptance Form as set out above will be deemed to constitute a refusal by the Eligible Employee of all Options offered to him/her.

Except for transfers as a result of death (see Section 9.4 below), Options may not be transferred or encumbered with any security, pledge or other right, or otherwise pass to any third party.

The Options will only be definitively acquired by the Participants on the Vesting Date.

The Options may only be exercised after the Vesting Date if the criteria of the Performance Test are met by Anheuser-Busch InBev on one of the Observation Dates. An explanation of the Performance Tests may be obtained by the Participants from their respective local People Officer.

Anheuser-Busch InBev will carry out the Performance Test in the course of the month of February following each Observation Dates until the criteria of the Performance Test will have been met.

Anheuser-Busch InBev shall communicate the outcome of the Performance Test to the Participants at the latest by the end of the month of February following the Observation Dates during which the Performance Test will have been carried out. In case Anheuser-Busch InBev would not yet have published its full year results at that time, the communication to the Participants will be delayed until such full year results have been published.

14

If the criteria of the Performance Test have not been met on the last Observation Date the Options shall automatically become null and void.

Subject to Sections 8.3 and 9, the Options may be exercised only during a period starting on the 1 ^st of March following the first Observation Date on which the criteria of the Performance Test have been met and ending on the fifth anniversary of the Vesting Date (the Exercise Period ). In case Anheuser-Busch InBev would not yet have published its full year results on the 1 ^st of March, the start of the Exercise Period will be delayed until such full year results have been published.The Options that are not exercised within the Exercise Period automatically expire and become null and void.

The Exercise Price of the Options is specified in the Offer Letter and will not be less than 100% of the Fair Market Value of a Share on the date of grant.

The Options may not, in any circumstances, be exercised during a Prohibited Period or in breach of any applicable laws prohibiting insider dealing.

15

Without prejudice to Section 9.4 below:

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

16

The above rules also apply in case the termination of employment results from an Outsourcing or a Divestiture.

In the case of Dismissal for Serious Cause of a Participant or, without prejudice to Section 9.4 below, in the case of Resignation:

The rules set out above shall apply notwithstanding any recourse that might be introduced by a Participant against such dismissal.

In the case of Dismissal other than for Serious Cause of a Participant or, without prejudice to Section 9.4 below, in the case of Resignation:

Options that are not Prorated Options will automatically expire and become null and void;

17

Options that are not Prorated Options will automatically expire and become null and void;

In the case of Dismissal for Serious Cause of a Participant:

The rules set out above shall apply notwithstanding any recourse that might be introduced by a Participant against such dismissal.

In the case of Dismissal other than for Serious Cause of a Participant or, without prejudice to Section 9.4 below, in the case of Resignation:

18

In the case of Dismissal for Serious Cause of a Participant:

The rules set out above shall apply notwithstanding any recourse that might be introduced by a Participant against such dismissal.

Notwithstanding Sections 9.1 to 9.3 above, in the case of death of a participant or termination of employment following permanent disability:

The notion of “permanent disability” is to be defined by reference to the law governing the employment of the Participant.

A Participant who is, as of the Offer Date, or following the Offer Date commences, on a Leave of Absence shall be deemed to remain employed by Anheuser-Busch InBev and its subsidiaries unless the Leave of Absence extends beyond the second anniversary of the date on which the Leave of Absence commenced, in which event the Participant will be deemed to have resigned, in the meaning of Section 9 of the Plan and for the application of the Plan only, on and as of the second anniversary of the date on which the Leave of Absence commenced.

Notwithstanding the above, for purposes of the Pro-Rata Formula under Section 9.2.1 (i) (b), the Leave of Absence will only be included in the number of full calendar months of employment provided it has been granted for medical reasons, including maternity leave, or provided the law governing the employment of the Participant would require this.

19

The Shares to be purchased upon exercise of the Options are existing ordinary shares of Anheuser-Busch InBev with all rights and benefits generally attached to such Shares. Anheuser-Busch InBev will, at its discretion, deliver Shares in dematerialised form or in registered form.

The Shares acquired upon exercise of Options give right to the dividends paid on such Shares after the date of exercise. No dividends will be paid on the Options.

The Shares acquired upon exercise of Options are not subject to any transfer restrictions under these Terms and Conditions.

All costs related to the attribution of the Options and the delivery of the Shares will be paid by Anheuser-Busch InBev, except taxes on stock exchange transactions, capital gains taxes and income and social security taxes on the income received by the Participants in connection with the offering, the ownership or the exercise of the Options and with the acquisition of the Shares. All financing costs related to the acquisition of the Shares shall be borne by the Participants. In case of a regular exercise, the Participants shall ensure that the bank account of Anheuser-Busch InBev is credited with the net Exercise Price amount in euros. To the extent permitted by law, Anheuser-Busch InBev may withhold from any payment or delivery of Shares any income or social security taxes that are required to be withheld under any applicable law, rule or regulation.

20

The Options may be recorded in an options register in electronic form, the maintenance of which may be outsourced by Anheuser-Busch InBev to a third party.

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

21

As a condition to receiving the Options, each Participant consents to delivery of all subsequent information relating to the Options by electronic means, including e-mails to the Participant and postings on the LTI Website, Anheuser-Busch InBev’s website or intranet. Such information may include, among others, financial information concerning Anheuser-Busch InBev and other information relevant to a Participant’s decision whether or not to exercise the Options. In order to access such information, Participants will be required to access the LTI Website and/or Anheuser-Busch InBev’s e-mail system, website and/or intranet. By acceptance of the Options, each Participant is deemed to acknowledge that he/she has such access to the LTI Website, the e-mail system of Anheuser-Busch InBev and its website and intranet and ordinarily uses them in the ordinary course of his/her employment. Participants may obtain paper copies of any such information by submitting a request to receive paper copies to his/her People Department.

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

In the event of a Participant’s death, any Successor acquiring Options shall inform Anheuser-Busch InBev of the Participant’s death as soon as possible following the date of death.

The Board of Directors may unilaterally modify at any time the practical and/or accessory modalities of the Terms and Conditions. It may also unilaterally modify the Terms and Conditions when such modifications are required to comply with any change in legislation. Shareholder approval/confirmation of any amendment shall be obtained to the extent necessary to comply with any applicable law, regulation or stock exchange listing requirements.

Notwithstanding any provisions to the contrary included in the Terms and Conditions, the Offer Letter, the Acceptance Form or any other document relating to the Plan:

22

Unless sooner terminated by the Board of Directors, the Plan, including the provisions respecting the grant of Options, shall terminate on the date upon which all the Shares underlying the Options have been delivered to Participants. All Options made under the Plan prior to its termination shall remain in effect until such Options have been satisfied or terminated in accordance with the Terms and Conditions and the applicable Offer Letter.

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

The Options, the Shares and these Terms and Conditions are governed by Belgian law.

23