Anheuser-Busch InBev SA/NV (Form: SC 13D, Received: 11/02/2016 16:32:55)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

Anheuser-Busch InBev SA/NV

(Name of Issuer)

Ordinary Shares, without par value

American Depositary Shares, each of which represents 1 (one) Ordinary Share,

without par value, evidenced by American Depositary Receipts

(Title of Class or Securities)

03524A108

(CUSIP Number for American Depositary Shares)

George H. White

Sullivan & Cromwell LLP

1 New Fetter Lane

London EC4A 1AN

England

+44 20 7959-8900

David Maréchal

Eugénie Patri Sébastien S.A.

488 Route de Longwy, L-1940,

Luxembourg

+ 352 27 02 39

Mr. Roberto Moses Thompson

BRC S.à.R.L.

3, Boulevard Royal, L-2449

Luxembourg

+352 26 89 01

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communication)

November 1, 2016

(Date of Event to Which This Filing Relates)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).

(Continued on following pages)


CUSIP No. 03524A108


1	Names of reporting persons: Stichting Anheuser-Busch InBev
2	Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐
3	SEC use only
4	Source of funds (see instructions): OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or place of organization: The Netherlands
Number of shares beneficially owned by each reporting person with		7	Sole voting power: 0
		8	Shared voting power: 1,138,318,482 Shares ^{1, 2}
		9	Sole dispositive power: 0
		10	Shared dispositive power: 843,998,410 Ordinary Shares ¹
11	Aggregate amount beneficially owned by each reporting person: 1,138,318,482 Shares ^{1, 2}
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
13	Percent of class represented by amount in row (11): 60.24% ^{1, 2, 3}
14	Type of reporting person (see instructions): CO

The Stichting Anheuser-Busch InBev (formerly Stichting InBev and Stichting Interbrew) is wholly-owned together by BRC S.à.R.L. (“BRC”) and EPS Participations S.à.R.L. (“EPS Participations”), which is wholly owned by Eugénie Patri Sébastien S.A. (formerly Eugénie Patri Sébastien SCA) (“EPS”). BRC is controlled by Jorge Paulo Lemann (“Mr. Lemann”), Carlos Alberto da Veiga Sicupira (“Mr. Sicupira”) and Marcel Herrmann Telles (“Mr. Telles”). The Stichting Anheuser-Busch InBev, BRC, EPS Participations, EPS and Rayvax Société d’Investissements SA (“Rayvax”), a Belgian corporation, are party to the 2016 Shareholders’ Agreement (defined below), and the Stichting Anheuser-Busch InBev is party to a further voting agreement (the “Funds Voting Agreement”) with Fonds Baillet Latour SPRL (“Fonds Baillet Latour”) and Fonds Voorzitter Verhelst SPRL (“Fonds Voorzitter Verhelst”). Together these entities and individuals indirectly and directly beneficially own 843,998,410 Ordinary Shares (as defined below) of Anheuser-Busch InBev SA/NV (formerly Newbelco SA/NV) (“AB InBev”), as of October 21, 2016, representing approximately 43.65% of the voting rights attached to AB InBev shares (excluding treasury shares held by AB InBev or its subsidiaries). In addition, See Items 2, 3, 4, 5 and 6 of this Schedule 13D.

Includes (i) the 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria Group, Inc. a Virginia Corporation (“Altria”) and BEVCO Lux S.à R.L., a Luxembourg corporation (“BEVCO”), are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 560 of the Belgian Companies Code.

Based on a total of 1,889,679,899 Ordinary Shares deemed to be outstanding as of the filing date, which is calculated based upon the sum of (i) 1,607,701,764 Ordinary Shares issued and outstanding as of such date and (ii) 281,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares (as defined below) over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement (as defined below), which includes all Restricted Shares owned by Altria and BEVCO and no Restricted Shares owned by other holders. The shares set out above represent approximately 58.87% of the total shares with voting rights ( i.e. , 1,607,701,764 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of the filing date.


CUSIP No. 03524A108


1	Names of reporting persons: BRC S.à R.L.
2	Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐
3	SEC use only
4	Source of funds (see instructions): OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or place of organization: Luxembourg
Number of shares beneficially owned by each reporting person with		7	Sole voting power: 0
		8	Shared voting power: 1,138,318,482 Shares ^{1, 2}
		9	Sole dispositive power: 0
		10	Shared dispositive power: 843,998,410 Ordinary Shares ¹
11	Aggregate amount beneficially owned by each reporting person: 1,138,318,482 Shares ^{1, 2}
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
13	Percent of class represented by amount in row (11): 60.24% ^{1, 2, 3}
14	Type of reporting person (see instructions): CO

The Stichting Anheuser-Busch InBev is wholly-owned together by BRC and EPS Participations, which is wholly owned by EPS. BRC is controlled by Mr. Lemann, Mr. Sicupira and Mr. Telles. The Stichting Anheuser-Busch InBev, BRC, EPS Participations, EPS and Rayvax are party to the 2016 Shareholders’ Agreement, and the Stichting Anheuser-Busch InBev is party to the Funds Voting Agreement with Fonds Baillet Latour and Fonds Voorzitter Verhelst. Together these entities and individuals indirectly and directly beneficially own 843,998,410 Ordinary Shares of AB InBev, as of October 21, 2016, representing approximately 43.65% of the voting rights attached to AB InBev shares (excluding treasury shares held by AB InBev or its subsidiaries). In addition, See Items 2, 3, 4, 5 and 6 of this Schedule 13D.

Includes (i) the 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria and BEVCO are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 560 of the Belgian Companies Code.

Based on a total of 1,889,679,899 Ordinary Shares deemed to be outstanding as of the filing date, which is calculated based upon the sum of (i) 1,607,701,764 Ordinary Shares issued and outstanding as of such date and (ii) 281,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement, which includes all Restricted Shares owned by Altria and BEVCO, and no Restricted Shares owned by other holders. The shares set out above represent approximately 58.87% of the total shares with voting rights ( i.e ., 1,607,701,764 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of the filing date.


CUSIP No. 03524A108


1	Names of reporting persons: Eugénie Patri Sébastien S.A.
2	Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐
3	SEC use only
4	Source of funds (see instructions): OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or place of organization: Luxembourg
Number of shares beneficially owned by each reporting person with		7	Sole voting power: 0
		8	Shared voting power: 1,138,318,482 Shares ^{1, 2}
		9	Sole dispositive power: 0
		10	Shared dispositive power: 843,998,410 Ordinary Shares ¹
11	Aggregate amount beneficially owned by each reporting person: 1,138,318,482 Shares ^{1, 2}
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
13	Percent of class represented by amount in row (11): 60.24% ^{1, 2, 3}
14	Type of reporting person (see instructions): CO

The Stichting Anheuser-Busch InBev is wholly-owned together by BRC and EPS Participations, which is wholly owned by EPS. BRC is controlled by Mr. Lemann, Mr. Sicupira and Mr. Telles. The Stichting Anheuser-Busch InBev, BRC, EPS Participations, EPS and Rayvax are party to the 2016 Shareholders’ Agreement, and the Stichting Anheuser-Busch InBev is party to the Funds Voting Agreement with Fonds Baillet Latour and Fonds Voorzitter Verhelst. Together these entities and individuals indirectly and directly beneficially own 843,998,410 Ordinary Shares of AB InBev, as of October 21, 2016, representing approximately 43.65% of the voting rights attached to AB InBev shares (excluding treasury shares held by AB InBev or its subsidiaries). Includes Ordinary Shares beneficially owned by EPS which certain directors of EPS may have the right to acquire control of from EPS under certain circumstances. In addition, See Items 2, 3, 4, 5 and 6 of this Schedule 13D.

Includes (i) the 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria and BEVCO are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 560 of the Belgian Companies Code.

Based on a total of 1,889,679,899 Ordinary Shares deemed to be outstanding as of the filing date, which is calculated based upon the sum of (i) 1,607,701,764 Ordinary Shares issued and outstanding as of such date and (ii) 281,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement, which includes all Restricted Shares owned by Altria and BEVCO, and no Restricted Shares owned by other holders. The shares set out above represent approximately 58.87% of the total shares with voting rights ( i.e ., 1,607,701,764 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of the filing date.


CUSIP No. 03524A108


1	Names of reporting persons: Rayvax Société d’Investissements S.A.
2	Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐
3	SEC use only
4	Source of funds (see instructions): OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or place of organization: Belgium
Number of shares beneficially owned by each reporting person with		7	Sole voting power: 0
		8	Shared voting power: 1,138,318,482 Shares ^{1, 2}
		9	Sole dispositive power: 0
		10	Shared dispositive power: 843,998,410 Ordinary Shares ¹
11	Aggregate amount beneficially owned by each reporting person: 1,138,318,482 Shares ^{1, 2}
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
13	Percent of class represented by amount in row (11): 60.24% ^{1, 2, 3}
14	Type of reporting person (see instructions): CO

The Stichting Anheuser-Busch InBev is wholly-owned together by BRC and EPS Participations, which is wholly owned by EPS. BRC is controlled by Mr. Lemann, Mr. Sicupira and Mr. Telles. The Stichting Anheuser-Busch InBev, BRC, EPS Participations, EPS and Rayvax are party to the 2016 Shareholders’ Agreement, and the Stichting Anheuser-Busch InBev is party to the Funds Voting Agreement with Fonds Baillet Latour and Fonds Voorzitter Verhelst. Together these entities and individuals indirectly and directly beneficially own 843,998,410 Ordinary Shares of AB InBev, as of October 21, 2016, representing approximately 43.65% of the voting rights attached to AB InBev shares (excluding treasury shares held by AB InBev or its subsidiaries). Includes Ordinary Shares beneficially owned by EPS which certain directors of Rayvax may have the right to acquire control of from EPS under certain circumstances. In addition, See Items 2, 3, 4, 5 and 6 of this Schedule 13D.

Includes (i) the 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria and BEVCO are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 560 of the Belgian Companies Code.

Based on a total of 1,889,679,899 Ordinary Shares deemed to be outstanding as of the filing date, which is calculated based upon the sum of (i) 1,607,701,764 Ordinary Shares issued and outstanding as of such date and (ii) 281,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement, which includes all Restricted Shares owned by Altria and BEVCO, and no Restricted Shares owned by other holders. The shares set out above represent approximately 58.87% of the total shares with voting rights ( i.e ., 1,607,701,764 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of the filing date.


CUSIP No. 03524A108


1	Names of reporting persons: Fonds Baillet Latour SPRL
2	Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐
3	SEC use only
4	Source of funds (see instructions): OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or place of organization: Belgium
Number of shares beneficially owned by each reporting person with		7	Sole voting power: 0
		8	Shared voting power: 1,138,318,482 Shares ^{1, 2}
		9	Sole dispositive power: 0
		10	Shared dispositive power: 843,998,410 Ordinary Shares ¹
11	Aggregate amount beneficially owned by each reporting person: 1,138,318,482 Shares ^{1, 2}
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
13	Percent of class represented by amount in row (11): 60.24% ^{1, 2, 3}
14	Type of reporting person (see instructions): CO

Includes (i) the 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria and BEVCO are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 560 of the Belgian Companies Code.

Based on a total of 1,889,679,899 Ordinary Shares deemed to be outstanding as of the filing date, which is calculated based upon the sum of (i) 1,607,701,764 Ordinary Shares issued and outstanding as of such date and (ii) 281,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement, which includes all Restricted Shares owned by Altria and BEVCO, and no Restricted Shares owned by other holders. The shares set out above represent approximately 58.87% of the total shares with voting rights ( i.e ., 1,607,701,764 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of the filing date.


CUSIP No. 03524A108


1	Names of reporting persons: Fonds Voozitter Verhelst BVBA
2	Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐
3	SEC use only
4	Source of funds (see instructions): OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or place of organization: Belgium
Number of shares beneficially owned by each reporting person with		7	Sole voting power: 0
		8	Shared voting power: 1,138,318,482 Shares ^{1, 2}
		9	Sole dispositive power: 0
		10	Shared dispositive power: 843,998,410 Ordinary Shares ¹
11	Aggregate amount beneficially owned by each reporting person: 1,138,318,482 Shares ^{1, 2}
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
13	Percent of class represented by amount in row (11): 60.24% ^{1, 2, 3}
14	Type of reporting person (see instructions): CO

Includes (i) the 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria and BEVCO are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 560 of the Belgian Companies Code.

Based on a total of 1,889,679,899 Ordinary Shares deemed to be outstanding as of the filing date, which is calculated based upon the sum of (i) 1,607,701,764 Ordinary Shares issued and outstanding as of such date and (ii) 281,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement, which includes all Restricted Shares owned by Altria and BEVCO, and no Restricted Shares owned by other holders. The shares set out above represent approximately 58.87% of the total shares with voting rights ( i.e ., 1,607,701,764 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of the filing date.


CUSIP No. 03524A108


1	Names of reporting persons: Jorge Paulo Lemann
2	Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐
3	SEC use only
4	Source of funds (see instructions): OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or place of organization: Federative Republic of Brazil
Number of shares beneficially owned by each reporting person with		7	Sole voting power: 0
		8	Shared voting power: 1,138,322,950 Shares ^{1, 2, 3}
		9	Sole dispositive power: 0
		10	Shared dispositive power: 844,002,878 Ordinary Shares ^{1, 3}
11	Aggregate amount beneficially owned by each reporting person: 1,138,322,950 Shares ^{1, 2, 3}
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
13	Percent of class represented by amount in row (11): 60.24% ^{1, 2, 3, 4}
14	Type of reporting person (see instructions): IN

Includes (i) the 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria and BEVCO are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 560 of the Belgian Companies Code.

⁴

Based on a total of 1,889,679,899 Ordinary Shares deemed to be outstanding as of the filing date, which is calculated based upon the sum of (i) 1,607,701,764 Ordinary Shares issued and outstanding as of such date and (ii) 281,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement, which includes all Restricted Shares owned by Altria and BEVCO, and no Restricted Shares owned by other holders. The shares set out above represent approximately 58.87% of the total shares with voting rights ( i.e. , 1,607,701,764 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of the filing date.


CUSIP No. 03524A108


1	Names of reporting persons: Carlos Alberto da Viega Sicupira
2	Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐
3	SEC use only
4	Source of funds (see instructions): OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or place of organization: Federative Republic of Brazil
Number of shares beneficially owned by each reporting person with		7	Sole voting power: 0
		8	Shared voting power: 1,138,322,950 Shares ^{1, 2, 3}
		9	Sole dispositive power: 0
		10	Shared dispositive power: 844,002,878 Ordinary Shares ^{1, 3}
11	Aggregate amount beneficially owned by each reporting person: 1,138,322,950 Shares ^{1, 2, 3}
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
13	Percent of class represented by amount in row (11): 60.24% ^{1, 2, 3, 4}
14	Type of reporting person (see instructions): IN

Includes (i) the 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria and BEVCO are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 560 of the Belgian Companies Code.

⁴

Based on a total of 1,889,679,899 Ordinary Shares deemed to be outstanding as of the filing date, which is calculated based upon the sum of (i) 1,607,701,764 Ordinary Shares issued and outstanding as of such date and (ii) 281,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement, which includes all Restricted Shares owned by Altria and BEVCO, and no Restricted Shares owned by other holders. The shares set out above represent approximately 58.87% of the total shares with voting rights ( i.e. , 1,607,701,764 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of the filing date.


CUSIP No. 03524A108


1	Names of reporting persons: Marcel Herrmann Telles
2	Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐
3	SEC use only
4	Source of funds (see instructions): OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or place of organization: Federative Republic of Brazil
Number of shares beneficially owned by each reporting person with		7	Sole voting power: 3,737,905 Ordinary Shares
		8	Shared voting power: 1,142,060,855 Shares ^{1, 2, 3}
		9	Sole dispositive power: 3,737,905 Ordinary Shares
		10	Shared dispositive power: 847,740,783 Ordinary Shares ^{1, 3}
11	Aggregate amount beneficially owned by each reporting person: 1,142,060,855 Shares ^{1, 2, 3}
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
13	Percent of class represented by amount in row (11): 60.44% ^{1, 2, 3, 4}
14	Type of reporting person (see instructions): IN

Includes (i) the 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares of AB InBev beneficially owned by Altria and (ii) the 96,862,718 Restricted Shares of AB InBev beneficially owned by BEVCO. The Stichting Anheuser-Busch InBev, Altria and BEVCO are parties to the Restricted Shareholder Voting Agreement. The Restricted Shares vote together with the Ordinary Shares together on all matters requiring a vote of the shareholders of AB InBev, except that, as long as there remain any Restricted Shares, any modification of the rights attached to the Ordinary Shares or the Restricted Shares shall be made in accordance with the quorum and majority requirements of article 560 of the Belgian Companies Code.

Includes 4,468 Ordinary Shares held by LTS Trading Company LLC as of October 21, 2016, a company incorporated under Delaware law, acting in concert with Mr. Telles, Mr. Lemann and Mr. Sicupira within the meaning of Article 3, § 2 of the Belgian Law of 1 April 2007 on public takeover bids and 3,737,905 Ordinary Shares held by MHT Benefit Holding Company Ltd as of November 1, 2016, a company incorporated under the law of the Bahamas, acting in concert with Mr. Telles within the meaning of Article 3, § 2 of the Belgian Law of 1 April 2007 on public takeover bids. Mr. Telles disclaims beneficial ownership of the securities subject to this statement on Schedule 13D, except for those securities over which he holds sole voting and dispositive power.

⁴

Based on a total of 1,889,679,899 Ordinary Shares deemed to be outstanding as of the filing date, which is calculated based upon the sum of (i) 1,607,701,764 Ordinary Shares issued and outstanding as of such date and (ii) 281,978,135 Ordinary Shares issuable upon the conversion of Restricted Shares over which the reporting parties may be deemed to have shared voting power by virtue of the Restricted Shareholder Voting Agreement, which includes all Restricted Shares owned by Altria and BEVCO, and no Restricted Shares owned by other holders. The shares set out above represent approximately 59.06% of the total shares with voting rights ( i.e. , 1,607,701,764 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of the filing date.

Item 1.

Security and Issuer.

This Schedule 13D relates to ordinary shares, without par value (“Ordinary Shares”), of Anheuser-Busch InBev SA/NV (formerly Newbelco SA/NV) (“AB InBev”), a public limited liability company ( société anonyme /naamloze vennootschap ) organized under the laws of Belgium. American Depositary Receipts, each representing one Ordinary Share of AB InBev, are listed and trade on the New York Stock Exchange. AB InBev’s principal executive office is its registered office, which is Grand Place 1, 1000 Brussels, Belgium and AB InBev is registered with the Belgian Crossroads Bank of Enterprises under the number 0417.497.106 RPM/RPR (Brussels).

As described further below, the filers of this Schedule 13D set out in Item 2 may be considered to have formed a group with the counterparties to the Restricted Shareholder Voting Agreement (as defined below), being Altria and BEVCO, whom own at least 1% of AB InBev’s outstanding share capital in the form of restricted shares, without par value, of AB InBev (“Restricted Shares”, and together with the Ordinary Shares, the “Shares”). Restricted Shares will be unlisted, not admitted to trading on any stock exchange, not capable of being deposited in an American Depositary Receipt program and will be subject to, among other things, restrictions on transfer until converted into Ordinary Shares, subject to certain limited exceptions. The Restricted Shares will be convertible at the election of the holder into Ordinary Shares on a one-for-one basis with effect from the fifth anniversary of the completion of the business combination between the former Anheuser-Busch InBev SA/NV, a public limited liability company ( société anonyme /naamloze vennootschap ) organized under the laws of Belgium and registered with the Belgian Crossroads Bank of Enterprises under the number 0417.497.106 RPM/RPR (Brussels) (“Former AB InBev”), and SABMiller plc (“SABMiller”) (the “Transaction”). With limited exceptions, such Restricted Shares vote together with the Ordinary Shares on all matters requiring a vote of the shareholders of AB InBev, rank equally with the Ordinary Shares as regards dividends.

Item 2.

Identity and Background.

(a), (b), (c), (f) This Schedule 13D is being filed by:

(i)

the Stichting Anheuser-Busch InBev (formerly Stichting InBev and Stichting Interbrew), a foundation formed under the laws of the Netherlands (the “Stichting”);

(ii)

BRC S.à R.L., a limited liability company ( société à responsabilité limité ) incorporated under the laws of Luxembourg (“BRC”);

(iii)

Eugénie Patri Sébastien S.A. (formerly Eugénie Patri Sébastien SCA), a public limited liability company ( société anonyme ) incorporated under the laws of Luxembourg (“EPS”);

(iv)

Rayvax Société d’Investissements S.A., a public limited liability company ( société anonyme ) incorporated under the laws of Belgium (“Rayvax”);

(v)

Fonds Baillet Latour SPRL (formerly Fonds InBev-Baillet Latour SPRL), a foundation with a social purpose incorporated under the laws of Belgium (“Fonds Baillet Latour”);

(vi)

Fonds Voorzitter Verhelst SPRL, a foundation with a social purpose incorporated under the laws of Belgium (“Fonds Voorzitter Verhelst”);

(vii)

Jorge Paulo Lemann, a Brazilian citizen (“Mr. Lemann”);

(viii)

Carlos Alberto da Veiga Sicupira, a Brazilian citizen (“Mr. Sicupira”); and

(ix)

Marcel Herrmann Telles, a Brazilian citizen (“Mr. Telles”),

(collectively, the “Reporting Persons”).

The Stichting is a foundation, substantially all of the assets of which, as of October 10, 2016, were 663,074,832 Ordinary Shares, representing approximately 34.29% of the voting rights attached to AB InBev shares

(excluding treasury shares held by AB InBev or its subsidiaries). The address of the principal business office of the Stichting is Amstelveenseweg 760, 1081 JK Amsterdam, the Netherlands. The principal business purposes of the Stichting is to hold AB InBev shares on behalf of EPS and its wholly owned subsidiary EPS Participations S.à R.L. (“EPS Participations”) and BRC. Each of EPS, EPS Participations and BRC holds Stichting certificates entitling them to claim from the Stichting the payment of any dividends and other amounts paid or distributed by AB InBev to the holders of the Ordinary Shares who hold their interests through the Stichting.

BRC is an investment company, the principal business purposes of which is holding Class B certificates of the Stichting (each of which represents one Ordinary Share held by the Stichting). The address of the principal business office of BRC is 3, Boulevard Royal, L-2449 Luxembourg.

EPS is a company established for the purpose of directly or indirectly investing in and holding Class A certificates of the Stichting (each of which represents one Ordinary Share held by the Stichting) and Ordinary Shares. The address of the principal business office of EPS is Route de Longwy 488, L-1940 Luxembourg. Certain of the securities being reported on by EPS on this Schedule 13D are actually held by EPS Participations, S.à R.L., a direct wholly owned subsidiary of EPS.

Rayvax is a company established for the purpose of holding an indirect interest in AB InBev. The address of the principal business office of Rayvax is 19, Square Vergote, B-1200 Brussels, Belgium. Certain of the securities being reported on by Rayvax on this Schedule 13D are actually held by Sébastien Holding NV/SA, a direct wholly owned subsidiary of Rayvax.

Fonds Baillet Latour is a foundation established with a social purpose to encourage and financially support projects with a high human or cultural value in the areas of medical research, education, culture and Olympic sport. The address of the principal business office of Fonds Baillet Latour is Grand’Place 1, 1000 Brussels, Belgium.

Fonds Voorzitter Verhelst is foundation established with a social purpose to financially assist AB InBev employees ( e.g. , with respect to their and their children’s education, health plans and medical care). The address of the principal business office of Fonds Voorzitter Verhelst is Brouwerijplein 1, 3000 Leuven, Belgium.

Mr. Lemann’s principal occupation is being a private investor. His principal business address is Zücherstrasse 325, 8645 Jona, Switzerland. Certain of the securities being reported on by Mr. Lemann on this Schedule 13D are actually held by LTS Trading Company LLC, an entity controlled jointly by Mr. Lemann, Mr. Sicupira and Mr. Telles.

Mr. Sicupira principal occupation is being a private investor and a director of BRC and AB InBev. His principal business address is Via Maistra, 36, 7500, St. Moritz, Switzerland. Certain of the securities being reported on by Mr. Sicupira on this Schedule 13D are actually held by LTS Trading Company LLC, an entity controlled jointly by Mr. Lemann, Mr. Sicupira and Mr. Telles.

Mr. Telles principal occupation is being a private investor and a director of BRC and AB InBev. His principal business address is Via Mezdi 35, 7500, St. Moritz, Switzerland. Certain of the securities being reported on by Mr. Lemann on this Schedule 13D are actually held by LTS Trading Company LLC, an entity controlled jointly by Mr. Lemann, Mr. Sicupira and Mr. Telles. In addition, certain of the securities being reported on by Mr. Telles on this Schedule 13D are actually held by MHT Benefit Holding Company Ltd, a company controlled by Mr. Telles.

The name, citizenship, business address and present principal occupation or employment of each of the directors of the Stichting, BRC, EPS, Rayvax, Fonds Baillet Latour and Fonds Voorzitter Verhelst and the name, principal business and address of the corporation or other organization in which any such employment is conducted are set forth in Annexes A-1 through A-7 to this Schedule 13D. None of such entities has any executive officers.

(d), (e) During the last five years, none of the Reporting Persons or director of the Stichting, BRC, EPS, Rayvax, Fonds Baillet Latour or Fonds Voorzitter Verhelst or any executive officer or director of any controlling shareholder, if any, of the Stichting, BRC, EPS, Rayvax, Fonds Baillet Latour or Fonds Voorzitter Verhelst has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration.

Principal Shareholders of Former AB InBev Prior to the Transaction

Prior to completion of the Transaction, Former AB InBev was a foreign private issuer with American Depositary Shares (each representing one Former AB InBev ordinary share) listed and trading on the New York Stock Exchange. Prior to the registration in 2009 of Former AB InBev’s ordinary shares and American Depositary Shares pursuant to Section 12(b) of the Act, as of 27 August 2009, the Reporting Persons held beneficial ownership over ordinary shares representing 53.7% of the voting rights attached to Former AB InBev shares. Thereafter, pursuant to Rule 13d-1(d) under Act, the Reporting Persons reported their beneficial ownership over Former AB InBev on Schedule 13G.

Prior to the completion of the Belgian Merger (as defined below), as of 30 June 2016, the Reporting Persons held beneficial ownership over 847,648,483 Former AB InBev ordinary shares representing 52.7% of the voting rights attached to Former AB InBev shares.

Business Combination between Former AB InBev and SABMiller

In a joint announcement on 11 November 2015 pursuant to Rule 2.7 of the UK City Code on Takeovers and Mergers, the board of Former AB InBev and the board of SABMiller announced that they had reached agreement on the terms of the recommended business combination between Former AB InBev and SABMiller and in an announcement on 26 July 2016 pursuant to Rule 2.7 of the UK City Code on Takeovers and Mergers, Former AB InBev announced revised and final terms for the Transaction.

AB InBev was incorporated on 3 March 2016 under the laws of Belgium under the name “Newbelco SA/NV”.

The Transaction was implemented through three principal steps as follows:

•

first, the acquisition of SABMiller by Newbelco SA/NV through a UK law court-sanctioned scheme of arrangement between SABMiller and the applicable shareholders of SABMiller under Part 26 of the UK Companies Act 2006, pursuant to which such shareholders of SABMiller received 100 ordinary shares (“Initial Shares”) in Newbelco SA/NV, in consideration for each SABMiller ordinary share (including each SABMiller ordinary share represented by an American Depositary Share) they held (the “UK Scheme”);

•

second, a voluntary cash takeover offer made by Former AB InBev pursuant to the Belgian Law of 1 April 2007 on public takeover bids and the Belgian Royal Decree of 27 April 2007 on public takeover bids for all of the Initial Shares of Newbelco SA/NV that were issued to the SABMiller shareholders pursuant to the UK Scheme (the “Belgian Offer”), pursuant to which:

•

SABMiller shareholders who validly elected (or were deemed to have elected) for the Cash Consideration (as defined below) tendered all their Initial Shares into the Belgian Offer (for an offer price of GBP 0.45 per Initial Share) in order to receive the Cash Consideration; and

•

the SABMiller shareholders who validly elected (or were deemed to have elected) for the Partial Share Alternative (as defined below) tendered some of their Initial Shares into the Belgian Offer (for an offer price of GBP 0.45 per Initial Share) in order to receive the cash element of the Partial Share Alternative and retained the relevant portion of their Initial Shares, which became Restricted Shares in Newbelco as a result of the subsequent reclassification and consolidation of the Initial Shares after the closing of the Belgian Offer; and

•

third, following closing of the Belgian Offer, the merger of Former AB InBev into Newbelco through a merger by absorption of AB InBev under the Belgian Law of 7 May 1999, setting out the Companies Code as amended from time to time, pursuant to which:

•

Former AB InBev shareholders received one Ordinary Share of Newbelco SA/NV for each Former AB InBev ordinary share they held at the record date for the Belgian Merger; and

•

upon the exchange of Former AB InBev ordinary shares for Ordinary Shares of Newbelco SA/NV, the American Depositary Shares previously representing one Former AB InBev ordinary share automatically represented one Ordinary Share of Newbelco;

•

Newbelco SA/NV became the surviving entity and the holding company for the combined group following the Transaction;

•

pursuant to Rule 12g-3(a) under the Act, Newbelco SA/NV’s Ordinary Shares and American Depositary Shares became registered pursuant to Section 12(b) of the Act,

(the “Belgian Merger”).

Following the Belgian Merger, Newbelco SA/NV was renamed Anheuser-Busch InBev SA/NV.

Under the terms of the Transaction, each former shareholder of SABMiller had the option to elect for:

•

a cash payment in an amount equivalent to GBP 45.00 in respect of each SABMiller ordinary share (including each SABMiller ordinary share represented by an SABMiller ADS) it held (the “Cash Consideration”) (effected through the tender of Initial Shares in the Belgian Offer); or

•

a cash payment in an amount equivalent to GBP 4.6588 in respect of each SABMiller ordinary share it held (effected through the tender of Initial Shares in the Belgian Offer) as well as 0.483969 Restricted Shares in Newbelco in respect of each SABMiller ordinary share it held (together, the “Partial Share Alternative”), subject to a maximum number of 326,000,000 Restricted Shares being provided to all SABMiller shareholders that elected for the Partial Share Alternative.

Altria and BEVCO each elected the Partial Share Alternative, and following the Belgian Offer (and subsequent reclassification and consolidation of Initial Shares), and prior to the Belgian Merger, Altria held 185,115,417 Restricted Shares and BEVCO held 96,862,718 Restricted Shares.

As described above, the Reporting Persons held beneficial ownership over 847,648,483 Former AB InBev ordinary shares prior to the Belgian Merger, and following the Belgian Merger, the Reporting Persons held beneficial ownership over 847,648,483 Ordinary Shares.

None of the transactions described above in which the Reporting Persons, Altria or Bevco received beneficial ownership of Restricted Shares or Ordinary Shares was an “acquisition” of any securities of a class registered under Section 12 of the Act.

Events following completion of the Transaction

On October 27, 2016, Altria filed a quarterly report on Form 10-Q and disclosed that between October 11, 2016 and October 27, 2016 it had purchased 12,341,937 Ordinary Shares for aggregate consideration (excluding brokerage commissions) of approximately $1.6 billion.

Item 4.

Purpose of Transaction.

Item 5.

Interest in Securities of the Issuer.

(a)	Rows (11) and (13) of the cover pages to this Schedule 13D are hereby incorporated by reference.

(b)

Rows (7) through (10) of the cover pages to this Schedule 13D set forth the number of Ordinary Shares as to which there is sole power to vote or direct the vote or to dispose or to direct the disposition, and the number of Ordinary Shares and Restricted Shares of AB InBev as to which there is shared power to vote or to direct the vote, or shared power to dispose or to direct the disposition.

(c)	On October 27, 2016, Altria filed a quarterly report on Form 10-Q and disclosed that between October 11, 2016 and October 27, 2016 it had purchased 12,341,937 Ordinary Shares for aggregate consideration (excluding brokerage commissions) of approximately $1.6 billion.

Following the registration of Ordinary Shares of AB InBev under Section 12(b) of the Act, which took effect on October 10, 2016 pursuant to Rule 12g-3(a) under the Act upon the merger of Former AB InBev into AB InBev as described under Item 4 above, there have been no transactions in the Ordinary Shares that were effected by any of the Reporting Persons or any controlling shareholder, if any, of the Stichting, BRC, EPS, Rayvax, Fonds Baillet Latour or Fonds Voorzitter Verhelst or any director of the Stichting, BRC, EPS, Rayvax, Fonds Baillet Latour or Fonds Voorzitter Verhelst, other than those described in the paragraph above.

(d)	Except as described in this Schedule 13D, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares owned, directly or indirectly, by the Reporting Persons.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information contained in the Exhibits to this Schedule 13D is hereby incorporated by reference herein.

Articles of Association of AB InBev

Pursuant to the Articles of Association of AB InBev, attached to this Schedule 13D as Exhibit 2.1, the directors of AB InBev are appointed as follows:

•

three independent directors will be appointed by the shareholders’ meeting of AB InBev upon proposal by the AB InBev board of directors;

•

so long as the Stichting and/or any of its Affiliates (as defined in the Articles of Association), any of their respective Successors (as defined in the Articles of Association) and/or Successors’ Affiliates own, in aggregate, more than 30% of the shares with voting rights in the share capital of AB InBev, nine directors will be appointed by the shareholders’ meeting of AB InBev upon proposal by the Stichting (and/or any of its Affiliates, any of their respective Successors and/or Successors’ Affiliates); and

•

so long as the holders of Restricted Shares, together with their Affiliates and/or any of their Successors and/or Successors’ Affiliates, own in aggregate:

•

more than 13.5% of the shares with voting rights in the share capital of AB InBev, three directors will be appointed by the shareholders’ meeting of AB InBev upon proposal by the holders of the Restricted Shares;

•

more than 9% but not more than 13.5% of the shares with voting rights in the share capital of AB InBev, two directors will be appointed by the shareholders’ meeting of AB InBev upon proposal by the holders of the Restricted Shares; and

•

more than 4.5% but not more than 9% of the shares with voting rights in the share capital of AB InBev, one director will be appointed by the shareholders’ meeting of AB InBev upon proposal by the holders of the Restricted Shares.

2016 AK Shareholders’ Agreement

On April 11, 2016, the Stichting, EPS, EPS Participations S.à R.L (a direct wholly owned subsidiary of EPS through which EPS holds certain of the securities being reported on by EPS on this Schedule 13D, “EPS Participations”), BRC and Rayvax entered into an Amended and Restated New Shareholders’ Agreement (the “2016 AK Shareholders’ Agreement”).

The 2016 AK Shareholders’ Agreement addresses, among other things, certain matters relating to the governance and management of both AB InBev and the Stichting, as well as (i) the transfer of the Stichting certificates and (ii) the de-certification and re-certification process for the Shares and the circumstances in which the Shares held by the Stichting may be de-certified and/or pledged at the request of BRC, EPS or EPS Participations.

The 2016 AK Shareholders’ Agreement provides for restrictions on the ability of BRC and EPS/EPS Participations to transfer their Stichting certificates.

Pursuant to the terms of the 2016 AK Shareholders’ Agreement, BRC and EPS/EPS Participations jointly and equally exercise control over the Stichting and the Shares held by the Stichting. The Stichting is managed by an eight-member board of directors and each of BRC and EPS/EPS Participations have the right to appoint four directors to the Stichting board of directors. Subject to certain exceptions, at least seven of the eight Stichting directors must be present or represented in order to constitute a quorum of the Stichting board, and any action to be taken by the Stichting board of directors will, subject to certain qualified majority conditions, require the approval of a majority of the directors present or represented, including at least two directors appointed by BRC and two directors appointed by EPS/EPS Participations. Subject to certain exceptions, all decisions of the Stichting with respect to the Shares it holds, including how such shares will be voted at AB InBev’s shareholders’ meetings, will be made by the Stichting board of directors.

The 2016 AK Shareholders’ Agreement requires the Stichting board of directors to meet prior to each AB InBev shareholders’ meeting to determine how the shares held by the Stichting are to be voted. In addition, prior to each meeting of the board of directors of AB InBev at which certain key matters are considered, the Stichting board of directors will meet to determine how the eight members of the board of directors of AB InBev nominated exclusively by BRC and EPS/EPS Participations should vote.

The 2016 AK Shareholders’ Agreement requires EPS, EPS Participations, BRC and Rayvax, as well as any other holder of certificates issued by the Stichting, to vote their Shares in the same manner as the Shares held by the Stichting. The parties agree to effect any free transfers of their Shares in an orderly manner of disposal that does not disrupt the market for Shares and in accordance with any conditions established by AB InBev to ensure such orderly disposal. In addition, under the 2016 AK Shareholders’ Agreement, EPS, EPS Participations and BRC agree not to acquire any shares of Ambev’s capital stock, subject to limited exceptions.

Pursuant to the 2016 AK Shareholders’ Agreement, the Stichting board of directors will propose to AB InBev’s shareholders’ meeting nine candidates for appointment to AB InBev’s Board of Directors, among which each of BRC and EPS/EPS Participations will have the right to nominate four candidates, and one candidate will be nominated by the Stichting board of directors.

The 2016 AK Shareholders’ Agreement will remain in effect for an initial term until August 27, 2034 and will be automatically renewed for successive terms of ten years each unless, not later than two years prior to the expiration of the initial or any successive ten-year term, either party to the 2016 Shareholders’ Agreement notifies the other of its intention to terminate the 2016 AK Shareholders’ Agreement.

The 2016 AK Shareholders’ Agreement is attached to this Schedule 13D as Exhibit 2.2.

Funds Voting Agreement

The Stichting entered into a voting agreement, effective 1 November 2015 (the “Funds Voting Agreement”) with Fonds Baillet Latour and Fonds Voorzitter Verhelst, which replaces in its entirety the voting agreement between the parties dated October 16, 2008 which was due to expire on October 16, 2016 if not renewed.

This agreement provides for consultations between the three bodies before any of the shareholders’ meetings of AB InBev to decide how they will exercise the voting rights attached to AB InBev’s shares. Under this voting agreement, consensus is required for all items that are submitted to the approval of any of AB InBev’s shareholders’ meetings. If the parties fail to reach a consensus, each of Fonds Baillet Latour and Fonds Voorzitter Verhelst will vote their AB InBev shares in the same manner as the Stichting. The Funds Voting Agreement will expire on November 1, 2034.

The Funds Voting Agreement is attached to this Schedule 13D as Exhibit 2.3.

Restricted Shareholder Voting Agreement

Each holder of Restricted Shares representing more than 1% of AB InBev’s total share capital, being Altria and BEVCO, was required, upon completion of the Transaction, to enter into an agreement with the Stichting (the “Restricted Shareholder Voting Agreement”), under which:

•

the Stichting is required to exercise the voting rights attached to its Ordinary Shares of AB InBev to give effect to the directors’ appointments principles set out in articles 19 and 20 of the Articles of Association of AB InBev, as described above in “—Articles of Association of AB InBev”;

•

each holder of Restricted Shares is required to exercise the voting rights attached to his or her Ordinary Shares and Restricted Shares, as applicable, to give effect to the directors’ appointments principles set out in articles 19 and 20 of the Articles of Association of AB InBev, as described above; and

•

each holder of Restricted Shares is required not to exercise the voting rights attached to his or her Ordinary Shares and Restricted Shares, as applicable, in favor of any resolutions which would be proposed to modify the rights attached to Restricted Shares, unless such resolution has been approved by a qualified majority of the holders of at least 75% of the Restricted Shareholder Voting Shares (as defined in the Articles of Association).

As of October 27, 2016, Altria held 185,115,417 Restricted Shares and 12,341,937 Ordinary Shares and BEVCO held 96,862,718 Restricted Shares, representing 10.21% and 5.01% of the total shares with voting rights ( i.e. , 1,607,701,764 Ordinary Shares and 325,999,817 Restricted Shares) issued and outstanding as of October 27, 2016, respectively. Each of Altria and Bevco entered into the Restricted Shareholder Voting Agreement with the Stichting and AB InBev on October 8, 2016. Such Restricted Shareholder Voting Agreement is attached to this Schedule 13D as Exhibits 2.4.

Each of the Reporting Persons disclaims beneficial ownership of all of the Restricted Shares and Ordinary Shares, as applicable, held by Altria and BEVCO. The filing of this Schedule 13D shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Exchange Act or for any other purpose.

Item 7.

Material to Be Filed as Exhibits.


Exhibit No.		Description

2.1		Consolidated Articles of Association of Anheuser-Busch InBev SA/NV (English-language translation) (incorporated by reference to Exhibit 99.4 to the Current Report on Form 6-K filed by Anheuser-Busch InBev SA/NV on October 11, 2016).

2.2		2016 AK Shareholders’ Agreement, dated April 11, 2016 (incorporated by reference from Amendment No. 16 to the Schedule 13D relating to Ambev S.A. filed by (among others) Former AB InBev, the Stichting and EPS on April 18, 2016).

2.3		Funds Voting Agreement, effective November 1, 2015 (Incorporated by reference to Amendment No. 15 to the Schedule 13D relating to Ambev filed by (among others) Former AB InBev, the Stichting and EPS on March 9, 2015).

2.4		Voting and Support Agreement relating to Anheuser-Busch InBev SA/NV, dated October 8, 2016 (filed herewith).

2.5		Powers of Attorney (filed herewith).

2.6		Joint Filing Agreement pursuant to Rule 13d-1(k) (filed herewith).

ANNEX A-1

Directors of Stichting


Name	Citizenship	Business Address	Present Principal Occupation	Beneficial Ownership of AB InBev Ordinary Shares
Jorge Paulo Lemann	Brazil	Zürcherstrasse 325, 8645 Jona, Switzerland	Director the Stichting.		1,138,322,950
Carlos Alberto da Veiga Sicupira	Brazil	Via Maistra 36 CH – 7500, St Moritz, Switzerland	Director of AB InBev		1,138,322,950
Marcel Herrmann Telles	Brazil	Via Mezdi 35, CH—7500, St Moritz, Switzerland	Director of AB InBev		1,142,060,855
Roberto Moses Thompson Motta	Brazil	600 Third Avenue, 37th floor, New York, NY 10016, USA	Director of the Stichting		<0.1	%
Paul Cornet de Ways Ruart	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Director of AB InBev, the Stichting and EPS		<0.1	%
Alexandre Van Damme	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Director of AB InBev, the Stichting and EPS		<0.1	%
Grégoire de Spoelberch	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Director of AB InBev, the Stichting and EPS; CEO of GDS Consult SA ¹		<0.1	%
Stéfan Descheemaeker	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Director of AB InBev, the Stichting and EPS and Chief Executive Officer of Nomad Foods and of Iglo Group ²		<0.1	%

¹	The principal business of GDS Consult SA is private equity and real estate investments and its address is Rue de l’Eglise 147, B-1150 Woluwe St. Pierre, Belgium.

²	The principal business of Nomad Foods is the production, distribution and marketing of frozen food brands and its principal business address is No. 5 New Square, Bedfont Lakes Business Park, Feltham, Middlesex TW14 8HA. Iglo Group is a wholly-owned subsidiary of Nomad Foods.

ANNEX A-2

Directors of BRC


Name	Citizenship	Business Address	Present Principal Occupation	Beneficial Ownership of AB InBev Ordinary Shares
Paulo Alberto Lemann	Brazil	Avenida Borges de Medeiros, 633 Sala 608 - Leblon, Rio de Janeiro, Brazil	Director of AB InBev		1,138,322,950
Carlos Alberto da Veiga Sicupira	Brazil	Via Maistra 36 CH – 7500, St Moritz, Switzerland	Director AB InBev		1,138,322,950
Marcel Herrmann Telles	Brazil	Via Mezdi 35, CH—7500, St Moritz, Switzerland.	Director of AB InBev		1,142,060,855
Alexandre Behring	Brazil	600 Third Avenue, 37th Floor New York, NY 10016	Director of AB InBev		<0.1	%
Richard Brekelmans	Netherlands	6, rue Eugène Ruppert L-2453 Luxembourg, Grand Duchy of Luxembourg	Director of BRC		<0.1	%
Michael Joseph Verhulst	Netherlands	6, rue Eugène Ruppert L-2453 Luxembourg, Grand Duchy of Luxembourg	Director of BRC		<0.1	%
Jean-Pierre Winandy	Luxembourg	18-20, Rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg	Director of BRC		<0.1	%
Elisa Mendes	Luxembourg	3 Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg	Director of BRC		<0.1	%

ANNEX A-3

Directors of EPS


Name	Citizenship	Business Address	Present Principal Occupation	Beneficial Ownership of AB InBev Ordinary Shares
Frédéric de Mévius	Belgium	c/o Eugenie Patri Sebastien S.A., 488, route de Longwy, L-1940 Luxembourg	Director of EPS		< 0.1	%
Juan de Hemptinne	Belgium	c/o Eugenie Patri Sebastien S.A., 488, route de Longwy, L-1940 Luxembourg	Director of EPS		< 0.1	%
Christophe d’Ansembourg	Luxembourg	c/o Eugenie Patri Sebastien S.A., 488, route de Longwy, L-1940 Luxembourg	Director of EPS		0
Grégoire de Spoelberch	Belgium	c/o Eugenie Patri Sebastien S.A., 488, route de Longwy, L-1940 Luxembourg	Director of AB InBev, the Stichting and EPS; CEO of GDS Consult SA ¹		< 0.1	%
Alexandre Van Damme	Belgium	c/o Eugenie Patri Sebastien S.A., 488, route de Longwy, L-1940 Luxembourg	Director of AB InBev, the Stichting and EPS		< 0.1	%
Comtesse Edwine van der Straten Ponthoz	Belgium	c/o Eugenie Patri Sebastien S.A., 488, route de Longwy, L-1940 Luxembourg	Director of EPS		< 0.1	%
Maximilien de Limburg Stirum	Belgium	c/o Eugenie Patri Sebastien S.A., 488, route de Longwy, L-1940 Luxembourg	Director of EPS, Chairman of SFI ²		< 0.1	%
Diane de Spoelberch	Belgium	c/o Eugenie Patri Sebastien S.A., 488, route de Longwy, L-1940 Luxembourg	Director of EPS		< 0.1	%
Paul Cornet de Ways Ruart	Belgium	c/o Eugenie Patri Sebastien S.A., 488, route de Longwy, L-1940 Luxembourg	Director of AB InBev, the Stichting and EPS		< 0.1	%
Stéfan Descheemaeker	Belgium	c/o Eugenie Patri Sebastien S.A., 488, route de Longwy, L-1940 Luxembourg	Director of AB InBev, the Stichting and EPS and Chief Executive Officer of Nomad Foods and of Iglo Group ³		< 0.1	%

¹	The principal business of GDS Consult SA is private equity and real estate investments and its address is Rue de l’Eglise 147, B-1150 Woluwe St. Pierre, Belgium.

²	The principal business of SFI is equity investments and its address is 488, route de Longwy L-1940 Luxembourg.

³	The principal business of Nomad Foods is the production, distribution and marketing of frozen food brands and its principal business address is No. 5 New Square, Bedfont Lakes Business Park, Feltham, Middlesex TW14 8HA. Iglo Group is a wholly-owned subsidiary of Nomad Foods.

ANNEX A-4

Directors of Rayvax


Name	Citizenship	Business Address	Present Principal Occupation or Employment	Beneficial Ownership of AB InBev Ordinary Shares
Arnoud de Pret Roose de Calesberg	Belgium	c/o Rayvax SA Square Vergote 19 1200 Brussels	Director of several companies, including Rayvax		<0.1	%
Philippine de Mévius	Belgium	c/o Rayvax SA Square Vergote 19 1200 Brussels	Director of several companies, including Rayvax		<0.1	%
Pax Affaires S.A.	Belgium	c/o Rayvax SA Square Vergote 19 1200 Brussels	Consulting Company		0
Cécile Cornet d’Elzius	Belgium	c/o Rayvax SA Square Vergote 19 1200 Brussels	Director of several companies, including Rayvax		<0.1	%
Paul Cornet de Ways-Ruart	Belgium	c/o Rayvax SA Square Vergote 19 1200 Brussels	Director of several companies, including Rayvax		<0.1	%
Jacques de Mévius	Belgium	c/o Rayvax SA Square Vergote 19 1200 Brussels	Director of several companies, including Rayvax		<0.1	%
Eric Speeckaert	Belgium	c/o Rayvax SA Square Vergote 19 1200 Brussels	Director of several companies, including Rayvax		<0.1	%
Juan de Hemptinne	Belgium	c/o Rayvax SA Square Vergote 19 1200 Brussels	Director of several companies, including Rayvax		<0.1	%
Rodolphe de Spoelberch	Belgium	c/o Rayvax SA Square Vergote 19 1200 Brussels	Director of several companies, including Rayvax		<0.1	%

ANNEX A-5

Directors of Fonds Baillet Latour


Name	Citizenship	Business Address	Present Principal Occupation or Employment	Beneficial Ownership of AB InBev Ordinary Shares
Yvan de Launoit	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Director of Fonds Baillet Latour		<0.1	%
Arnoud de Pret Roose de Calesberg	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Director of Fonds Baillet Latour or		<0.1	%
Grégoire de Spoelberch	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Director of Fonds Baillet Latour		<0.1	%
Philippe de Spoelberch	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Director of Fonds Baillet Latour		<0.1	%
Alain De Waele	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Director of Fonds Baillet Latour		<0.1	%
Pierre Drion	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Director of Fonds Baillet Latour		<0.1	%
Philippine de Mevius	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Director of Fonds Baillet Latour		<0.1	%
Jan Huyghebaert	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Chairman of Fonds Baillet Latour		<0.1	%
André Querton	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Director of Fonds Baillet Latour		<0.1	%
Jacques Rogge	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Director of Fonds Baillet Latour		<0.1	%
Eric Speeckaert	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Director of Fonds Baillet Latour		<0.1	%
Fransiscus van Daele	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Director of Fonds Baillet Latour		<0.1	%
Alexandre Van Damme	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Director of AB InBev, the Stichting and EPS		<0.1	%
Stichting Fonds InBev Baillet Latour ⁽¹⁾	Netherlands	Ceresstraat 1, Breda, Netherlands	Director of Fonds Baillet Latour		<0.1	%

(1)	The directors of Stichting Fonds InBev Baillet Latour are Arnoud de Pret Roose de Calesberg, Grégoire de Spoelberch, Alain De Waele, Jan Huyghebaert and Kees Storm. Each of them has a less than 0.1% beneficial ownership in AB InBev shares.

ANNEX A-6

Directors of Fonds Voorzitter Verhelst


Name	Citizenship	Business Address	Present Principal Occupation or Employment	Beneficial Ownership of AB InBev Ordinary Shares
Bronckaerts Benoit	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Board member		< 0.1	%
Degelin Ludo	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Board member		<0.1	%
Hermans Luc	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Board member		<0.1	%
Van Biesbroeck Jo	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	President of Fonds Voorzitter Verhelst		<0.1	%
Verdoodt Isabelle	Belgium	Brouwerijplein 1, 3000 Leuven, Belgium	Board member		<0.1	%

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 2, 2016


STICHTING ANHEUSER-BUSCH INBEV

by		/s/ P. Cornet de Ways Ruart
Name:		P. Cornet de Ways Ruart
Title:		Class A Director

by		/s/ Roberto Moses Thompson Motta
Name:		Roberto Moses Thompson Motta
Title:		Class B Director

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 2, 2016


BRC S.À.R.L.

by		*
Name:		Carlos Alberto Da Veiga Sicupira
Title:		Class A Director

by		*
Name:		Alexandre Behring
Title:		Class B Director

*By:		/s/ Roberto Moses Thompson Motta
		Roberto Moses Thompson Motta
		Attorney-in-Fact

		/s/ André Costa Coelho de Souza
		André Costa Coelho de Souza
		Attorney-in-Fact

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 2, 2016


EUGÉNIE PATRI SÉBASTIEN S.A.

by		/s/ G. de Spoelberch
Name:		G. de Spoelberch
Title:		Director

by		/s/ P. Cornet de Ways Ruart
Name:		P. Cornet de Ways Ruart
Title:		Director

by		/s/ Alexandre Van Damme
Name:		Alexandre Van Damme
Title:		Director

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 2, 2016


RAYVAX SOCIÉTÉ D’INVESTISSEMENTS S.A.

by		/s/ P. Cornet de Ways Ruart
Name:		Paul Cornet de Ways Ruart
Title:		Director

by		/s/ Arnoud de Pret
Name:		Arnoud de Pret
Title:		Director

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 2, 2016


FONDS BAILLET LATOUR

by		*
		Alain De Waele
		Director

by		*
		Jan Huyghebaert
		Director

*By:		/s/ Benoit Loore
		Benoit Loore
		Attorney-in-Fact

		/s/ Jan Vandermeersch
		Jan Vandermeersch
		Attorney-in-Fact

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 2, 2016


FONDS VOORZITTER VERHELST BVBA

by		*
		Luc Hermans
		Director

by		*
		Jo Van Biesbroeck
		Director

*By:		/s/ Benoit Loore
		Benoit Loore
		Attorney-in-Fact

		/s/ Jan Vandermeersch
		Jan Vandermeersch
		Attorney-in-Fact

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 2, 2016


JORGE PAULO LEMANN

*
Name:		Jorge Paulo Lemann

*By:		/s/ Roberto Moses Thompson Motta
		Roberto Moses Thompson Motta
		Attorney-in-Fact

		/s/ André Costa Coelho de Souza
		André Costa Coelho de Souza
		Attorney-in-Fact

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 2, 2016


CARLOS ALBERTO DA VEIGA SICUPIRA

*
Name:		Carlos Alberto Da Veiga Sicupira

*By:		/s/ Roberto Moses Thompson Motta
		Roberto Moses Thompson Motta
		Attorney-in-Fact

		/s/ André Costa Coelho de Souza
		André Costa Coelho de Souza
		Attorney-in-Fact

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 2, 2016


MARCEL HERRMANN TELLES

*
Name:		Marcel Herrmann Telles

*By:		/s/ Roberto Moses Thompson Motta
		Roberto Moses Thompson Motta
		Attorney-in-Fact

		/s/ André Costa Coelho de Souza
		André Costa Coelho de Souza
		Attorney-in-Fact

EXHIBIT INDEX


Exhibit No.		Description

2.1		Consolidated Articles of Association of Anheuser-Busch InBev SA/NV (English-language translation) (incorporated by reference to Exhibit 99.4 to the Current Report on Form 6-K filed by Anheuser-Busch InBev SA/NV on October 11, 2016).

2.2		2016 AK Shareholders’ Agreement, dated April 11, 2016 (incorporated by reference from Amendment No. 16 to the Schedule 13D relating to Ambev S.A. filed by (among others) Former AB InBev, the Stichting and EPS on April 18, 2016).

2.3		Funds Voting Agreement, effective November 1, 2015 (Incorporated by reference to Amendment No. 15 to the Schedule 13D relating to Ambev filed by (among others) Former AB InBev, the Stichting and EPS on March 9, 2015).

2.4		Voting and Support Agreement relating to Anheuser-Bush InBev SA/NV dated October 8, 2016 (filed herewith).

2.5		Powers of Attorney (filed herewith).

2.6		Joint Filing Agreement pursuant to Rule 13d-1(k) (filed herewith).

Exhibit 2.4

8 October 2016

STICHTING ANHEUSER-BUSCH INBEV

ALTRIA GROUP, INC.

BEVCO LTD.

and

ANHEUSER-BUSCH INBEV SA/NV

(named Newbelco SA/NV until completion of the

merger by absorption of the Former AB InBev by the Company)

VOTING AND SUPPORT AGREEMENT

relating to Anheuser-Busch InBev SA/NV

Voting and Support Agreement

This voting and support agreement (this Agreement ) is made on 8 October 2016 by and between:

(1)	STICHTING ANHEUSER-BUSCH INBEV , a foundation organised under the laws of the Netherlands having its registered office at Amstelveenseweg 760, 1081 JK Amsterdam, The Netherlands (the *Stichting* );

(2)	ALTRIA GROUP, INC. , a Virginia corporation whose principal place of business is at 6601 West Broad Street, Richmond, Virginia 23230, United States of America; and

(3)	BEVCO LTD. , an exempted company incorporated and existing under the laws of Bermuda with its registered office at Clarendon House, 2 Church Street, Hamilton, Bermuda HM11 with registration number 40536,

(the parties referred to under (2) to (3) (together the Initial Restricted Shareholder Parties ) being the holders of Restricted Shares who, based on the information available to the Company on the date hereof, will own more than 1% of the Company’s share capital upon completion of the merger by absorption of the Former AB InBev by the Company (as such terms are defined below) (the Completion ))

and, for the purposes of Clause 3.1(b) only:

(4)

NEWBELCO SA/NV , a société anonyme / naamloze vennootschap organised under the laws of Belgium having its registered office at Grand Place 1, 1000 Brussels, registered with the (Brussels) register of Legal Entities under number 0649.641.563 and that will be renamed ANHEUSER-BUSCH INBEV SA/NV upon Completion ( AB InBev or the Company ).

The parties hereto are together referred to as the Parties and each individually as a Party . The Parties other than the Company are together referred to as the Shareholders and each individually as a Shareholder .

WHEREAS:

(A)

On 11 November 2015, Anheuser-Busch InBev SA/NV, a société anonyme/naamloze vennootschap organised under the laws of Belgium, having its registered office at Grand Place 1, 1000 Brussels and registered with the (Brussels) register of Legal Entities under number 0417.497.106 (the Former AB InBev ), and SABMiller plc, a public limited company incorporated in England and Wales with its registered address at SABMiller House, Church Street West, Woking, Surrey GU21 6HS ( SABMiller ), announced that they had reached agreement on the proposed business combination between AB InBev and SABMiller (the Transaction ).

(B)

The Transaction comprises a three stage inter-conditional process involving (i) a UK law court-sanctioned scheme of arrangement (the UK Scheme ) pursuant to which the Company has acquired the entire share capital of SABMiller, which became effective on 4 October 2016, (ii) a Belgian law voluntary cash takeover offer by the Former AB InBev for all the shares in the Company, which was completed on 7 October 2016 (the Belgian Offer ), and (iii) a Belgian law merger between the Former AB InBev and the Company pursuant to which the Company will become the parent company of the combined AB InBev-SABMiller group, that was approved by the respective shareholders’ meetings of the Company and the Former AB InBev on 28 September 2016 (the Belgian Merger ).

Page 2

Voting and Support Agreement

(C)

Following Completion, which is scheduled to take place on 10 October 2016, the Stichting and its Relevant Affiliates will own 41.18% of the share capital of the Company in the form of Ordinary Shares, and Altria Group, Inc. and BEVCO Ltd. will own, respectively, 9.17% and 4.80% of the share capital of the Company in the form of Restricted Shares.

(D)	The terms of the UK Scheme provided that the holders of Restricted Shares owning more than 1% of the Company’s total share capital upon Completion shall enter into this Agreement with the Stichting in order to set out certain terms governing their relationships as shareholders of AB InBev.

NOW THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1.	Definitions and interpretation

1.1	In this Agreement, unless the context otherwise requires, the following expressions will have the following meanings:

AB InBev has the meaning given to it in the preamble;

AB InBev Articles means the articles of association of AB InBev;

Agreement means this voting and support agreement;

Belgian Merger has the meaning given to it in recital (B);

Belgian Offer has the meaning given to it in recital (B);

Candidate has the meaning given to it in Clause 2.3;

Company has the meaning given to it in the preamble;

Companies Code means the Belgian law of 7 May 1999 setting out the Companies Code, as amended from time to time;

Completion has the meaning given to it in the preamble;

Co-optations has the meaning given to it in Clause 2.3;

Co-optation Meeting has the meaning given to it in Clause 2.3;

Former AB InBev has the meaning given to it in recital (A);

Initial Restricted Shareholder Parties has the meaning given to it in the preamble;

Initial Term means the initial term of this agreement as set out in Clause 4.1;

Ordinary Shareholders’ Meeting means an ordinary Shareholders’ Meeting referred to in Article 32.1 of the AB InBev Articles;

Party or Parties has the meaning given to it in the preamble;

Page 3

Voting and Support Agreement

Reclassification and Consolidation has the meaning given to it in the document dispatched to shareholders of SABMiller plc in connection with the UK Scheme, including the particulars required by section 897 of the UK Companies Act 2006;

Reference Shareholder Party means the Stichting and any other entity which accedes to this Agreement as a Reference Shareholder Party;

Relevant Affiliate means:

(a)

in respect of any Restricted Shareholder Party – each of its Affiliates; and

(b)

in respect of the Stichting – the following entities:

•

Eugénie Patri Sébastien SA or EPS SA, a corporation organised under the laws of Luxembourg, having its registered office at Route de Longwy, 488, L-1940, Luxembourg;

•

EPS Participations s.a.r.l., a corporation organised under the laws of Luxembourg, having its registered office at Route de Longwy, 488, L-1940, Luxembourg;

•

Rayvax Société d’Investissements SA, a corporation organised under the laws of Belgium, having its registered office at 19, square Vergote, 1200 Brussels, Belgium;

•

BRC, a corporation organised under the laws of Luxembourg, having its registered office at 3 Boulevard Royal, L-2449, Luxembourg;

•

any possible other holder of certificates issued by the Stichting; and

•

any other Affiliate which, as the case may be, has executed an Accession Letter, or has been designated and is required to execute an Accession Letter, in each case pursuant to Clause 5.6;

Restricted Shareholder Party means each of the Initial Restricted Shareholder Parties and any other entity which accedes to this Agreement as a Restricted Shareholder Party;

SABMiller has the meaning given to it in recital (A);

Shareholder or Shareholders has the meaning given to it in the preamble;

Stichting has the meaning given to it in the preamble;

Stichting Shareholders’ Agreement means the Amended and Restated New Shareholders’ Agreement made and entered into as of April 11, 2016 by and among BRC, Eugénie Patri Sébastien SA or EPS SA, EPS Participations s.a.r.l., Rayvax Société d’Investissements SA and the Stichting, as extended, renewed, amended or replaced (as the case may be);

Supermajority has the meaning given to it in Clause 2.3(a);

Terminating Party has the meaning given to it in Clause 4.5;

Term means the term of this agreement, as in effect at any given time and reflecting any extension or renewal thereof in accordance with the terms of Clause 4.1, 4.2 or 4.3;

Page 4

Voting and Support Agreement

Transaction has the meaning given to it in recital (A); and

UK Scheme has the meaning given to it in recital (B).

1.2	In this Agreement, unless the context otherwise requires:

(a)

the headings are inserted for convenience only and shall not affect the construction of this Agreement;

(b)

the singular includes the plural and vice versa, and each gender includes the other gender;

(c)

any reference to a person includes any individual, legal entity, firm, body corporate (wherever incorporated), government, state or agency of a state or any joint venture, association, partnership, works council or employee representative body (whether or not having separate legal personality);

(d)

any phrase comprising the terms including , include or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

(e)

any reference to a law will include any statutory regulation, rule or official directive of any governmental or regulatory authority, and a provision of law will include a reference to that provision as amended or supplemented from time to time;

(f)

any reference to Clauses is to clauses of this Agreement;

(g)

any reference to an Article is to an article of the AB InBev Articles;

(h)

any reference to any document or agreement will be construed as a reference to that document or agreement as the same may be amended, changed or supplemented from time to time;

(i)

for the calculation of a period of time, such period will start the next day after the day on which the event triggering such period of time has occurred; the expiry date will be included in the period of time; if the expiry date is not a Business Day, the expiry date will be postponed until the next Business Day; whenever a time period refers to days (as opposed to Business Days), such time period will be calculated in calendar days;

(j)

any capitalised term used and not defined herein shall have the meaning ascribed to such term in the AB InBev Articles; and

(k)

any reference to a Party shall include an initial Party as well as any person acceding to this Agreement as a ‘Shareholder’ by executing an Accession Letter in accordance with Clauses 5.5, 5.6 and 5.7.

2.	Voting and support undertakings relating to appointment and service of directors of AB InBev

2.1	Composition of the Board of Directors

The Parties acknowledge and agree that (i) the Company shall be managed by a Board of Directors with the composition set forth in Article 19 and (ii) for the purpose of

Page 5

Voting and Support Agreement

determining the number of directors to be appointed upon proposal of the Reference Shareholder and the Restricted Shareholders, the percentage of Shares with voting rights held respectively by the Reference Shareholder and the Restricted Shareholders (together with their Affiliates, any of their respective Successors and/or Successors’ Affiliates) shall be computed in accordance with the rules set out in Article 20.

2.2	Voting undertaking

(a)

The Shareholders undertake to, and shall procure that their respective Relevant Affiliates, exercise their voting rights so as (i) to give full effect to the composition of the Board of Directors as provided for in this Clause 2 and Articles 19 and 20, and (ii) therefore to vote in favour of the appointment as directors of the candidates proposed by, as the case may be, the Reference Shareholder or the Restricted Shareholders in accordance with this Clause 2 and Article 19.3.

(b)

(i) The Restricted Shareholder Parties undertake to, and shall procure that their respective Relevant Affiliates, exercise their voting rights at the Restricted Shareholders’ Meeting (or for constituting a Requisite Majority) in such a manner that, in relation to the confirmation of any temporary appointment made in accordance with Article 22.1(c)(i), no alternative candidate is proposed at the next Shareholders’ Meeting that is not an Ordinary Shareholders’ Meeting, and (ii) each Shareholder undertakes to, and shall procure that their respective Relevant Affiliates, vote in favour of the confirmation of any temporary appointment made in accordance with Article 22.1(c)(i) at such next Shareholders’ Meeting, unless otherwise agreed by the Proposing Holder in respect of the candidate whose temporary appointment is to be confirmed.

(c)

Each Restricted Shareholder Party undertakes to procure that any custodian in respect of any Ordinary Shares referred to in Article 20.2(b)(iii) which are owned on behalf of it or any of its Relevant Affiliates exercises its voting rights in respect of such Ordinary Shares, in each case to give effect to the principles set out in Clauses 2.2(a) and 2.2(b).

2.3	Co-optation of Restricted Share Directors

The Stichting undertakes to use its best efforts to cause the Company to convene and hold a meeting of the Board of Directors (the Co-optation Meeting ) on the date hereof. Except in case of any matter requiring an earlier decision of the Board of Directors in which case any Restricted Shareholder Party shall have the right to send an observer, the Co-optation Meeting shall be held prior to any other meeting or action of the Board of Directors occurring after closing of the Belgian Offer. After the resignation of the three current members of the Board of Directors, the first action taken by the Board of Directors at the Co-optation Meeting shall be to effect the appointment by co-optation (the Co-optations ) to the Board of Directors of the Restricted Share Director candidates (the Candidates ) proposed to the Board of Directors prior to 2.00 p.m. CET on the date hereof by one or more persons that, after completion of the Reclassification and Consolidation, will become Restricted Shareholders holding (without duplication):

(a)

more than 75% (a Supermajority ) of the total number of Restricted Shares outstanding immediately following completion of the Reclassification and Consolidation, which persons shall be entitled to propose up to three Candidates for Co-optation;

Page 6

Voting and Support Agreement

(b)

a majority (but less than a Supermajority) of the total number of Restricted Shares outstanding immediately following completion of the Reclassification and Consolidation, which persons shall be entitled to identify up to two Candidates for Co-optation; and/or

(c)

more than 25% (but less than a majority) of the total number of Restricted Shares outstanding immediately following the Reclassification and Consolidation, which persons shall be entitled to identify one Candidate for Co-optation;

provided, that in the event that the Co-optation of three Restricted Share Directors does not occur on the date hereof for any reason (including, without limitation, because less than a Supermajority of Restricted Shareholders propose Candidates for Co-optation by 2.00 p.m. CET on the date hereof), the Stichting shall, and shall use its best efforts to cause the Company to, take all actions necessary to procure the convening of a Restricted Shareholders’ Meeting and an Appointment Shareholders’ Meeting for the purpose of expanding the Board of Directors so that it includes up to three Restricted Share Directors as soon as possible thereafter in accordance with the applicable terms of the AB InBev Articles. At any such Restricted Shareholders’ Meeting, the Restricted Shareholders shall, in one single round of voting where all votes attaching to all Restricted Shareholder Voting Shares may be cast, select three candidates to be presented for appointment or, if applicable, confirmation of Co-optation as Restricted Share Directors at the ensuing Appointment Shareholders’ Meeting.

2.4	Stability of the composition of the Board of Directors

Each of the Parties recognises that it is important for the efficiency and good functioning of the Board of Directors that its composition remains stable and that, except in instances where they believe it appropriate or taking into account legal requirements and the interest of the Company, the Reference Shareholder and the Restricted Shareholders should at all times seek to preserve stability when proposing candidates for appointment or re-election to the Board of Directors. For the avoidance of doubt, the preceding sentence shall not limit the right of the Reference Shareholder and/or the Restricted Shareholders not to present for re-appointment a director who does not wish to be reappointed or whom they believe should not be re-elected or to propose new candidates.

3.	Modification of rights attached to the Restricted Shares

3.1	Voting undertaking among Restricted Shareholders

(a)

In furtherance and not in limitation of the voting and quorum requirements set forth in article 560 of the Belgian Companies Code and Article 8.2, each Restricted Shareholder Party undertakes towards the other Restricted Shareholder Parties that, as long as there remain any Restricted Shares outstanding:

(i)

it shall not vote any Restricted Shares or Ordinary Shares owned by such Restricted Shareholder;

(ii)

it shall procure that none of its Relevant Affiliates shall vote any Restricted Shares or Ordinary Shares owned by such Relevant Affiliates; and

(iii)

it shall procure that any custodian in respect of any Ordinary Shares which are owned on behalf of it or any of its Relevant Affiliates shall not vote any such Ordinary Shares,

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Voting and Support Agreement

in each case, in favour of any resolution which would be proposed to the Shareholders’ Meeting to modify the rights attached to the Restricted Shares (a Modification Resolution ) unless the Modification Resolution is approved by a written resolution of the holders of at least 75% of the total Restricted Shareholder Voting Shares or with the written consent of Restricted Shareholders whose Restricted Shareholder Groups hold at least 75% of the total Restricted Shareholder Voting Shares, in each case calculated in accordance with Articles 20.2(a) and 20.2(b) as at midnight Belgian time on the 30th calendar day prior to the relevant Shareholders’ Meeting (and in respect of any Restricted Shareholder Voting Shares held by the persons referred to in Article 20.2(b)(ii) or by a custodian on behalf of any Restricted Shareholder Group as set out in Article 20.2(b)(iii), counting such Shares if notices equivalent to those referred to in Articles 20.2(b)(ii) or 20.2(b)(iii) have been received at the latest on the 25th calendar day prior to the Shareholders’ Meeting).

(b)

At the request of any Restricted Shareholder Party, the Company shall, at least 21 calendar days prior to the relevant Shareholders’ Meeting, provide it with a statement of the total number of Restricted Shareholder Voting Shares referred to under Clause 3.1(a).

4.	Duration

Initial Term

4.1	This Agreement is entered into for an initial fixed term expiring on 27 August 2034.

4.2

The initial term of this Agreement shall be extended or renewed (as the case may be) automatically if (and to the extent) the term of the Stichting Shareholders’ Agreement is extended or renewed (as the case may be) beyond the date provided in Clause 4.1 (in each case, whether such extension or renewal (as the case may be) occurs by amendment of the relevant term then applicable, the addition of a further separate period to such term, or the replacement by a different term in a replacement agreement).

Renewal

4.3	Notwithstanding termination of the Stichting Shareholders’ Agreement, the term of this Agreement shall be automatically renewed for successive renewal terms of ten years each from the expiry date of the then current Term among Parties other than any Terminating Party.

Termination

4.4	Notwithstanding anything herein to the contrary, under no circumstances shall the Term be reduced unless agreed by each Party other than pursuant to Clause 4.5(b).

4.5	Any Party may notify in writing its election to terminate this Agreement (a *Terminating Party* ) to each of the other Parties at least two years prior to:

(a)

the expiry of the Initial Term, provided that the Stichting Shareholders’ Agreement has terminated on such date, or

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Voting and Support Agreement

(b)

the date of termination of the Stichting Shareholders’ Agreement if terminated at any point after the expiry of the Initial Term; or

(c)

the expiration date of any ten years renewal of this Agreement pursuant to Clause 4.3.

Consequences of Termination

4.6

In the event of any such election to terminate, the Agreement shall terminate upon the expiration of the then current term with respect to the rights and obligations of the Terminating Party only, but shall remain in full force and effect among all other Parties, provided the number of non-terminating Parties is more than one.

4.7

Notwithstanding Clauses 4.1 to 4.6, after the termination of this Agreement, each Party shall remain bound for an indefinite duration by those provisions of this Agreement that, by their nature, are meant to remain applicable, including but not limited to Clause 5 ( Miscellaneous ), Clause 6 ( Notices ) and Clause 7 ( Governing law and jurisdiction).

4.8	Nothing in this Clause 4 will relieve any Party from any liability or obligation for any matter, undertaking or condition which has not been done, observed or performed by such Party before it has ceased to have any right and obligation under this Agreement pursuant to this Clause 4.

5.	Miscellaneous

5.1	This Agreement constitutes the entire agreement and understanding between the Parties in connection with the subject matter herein. No Party has entered into this Agreement in reliance upon any representation, warranty or undertaking that is not set out in this Agreement.

5.2	This Agreement replaces and supersedes any agreement, communication, offer, proposal or correspondence, oral or written, exchanged or concluded between the Parties in connection with the undertakings contemplated in this Agreement, except for the AB InBev Articles.

5.3	No amendment of this Agreement shall be valid unless it is in writing and signed by each of the Parties.

5.4	None of the Parties may assign or transfer any of its rights and/or obligations under this Agreement, except:

(a)

with the prior written consent of the other Parties; or

(b)

if the assignee or transferee of such rights and/or obligations is a Relevant Affiliate or a Successor or a Successor’s Relevant Affiliate of the assigning or transferring Party, without the prior written consent of the other Parties, provided however that (i) the assigning or transferring Party shall be jointly and severally liable with such assignee or transferee for the performance by such assignee or transferee of the transferred rights and/or obligations of the assigning or transferring party and (ii) the transfer of rights and/or obligations takes place together with a transfer of the Shares held by or on behalf of the assigning or transferring Party and only to the extent that such transfer of Shares is permitted under the AB InBev Articles.

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Voting and Support Agreement

5.5	Each Party shall procure that upon or prior to any entity becoming its Successor such entity shall accede to this Agreement by executing an Accession Letter in the applicable form set out in Schedule 1.

5.6

In the event that the Reference Shareholder Parties would no longer own, in aggregate, at least 30% of the Shares with voting rights in the share capital of the Company , the Reference Shareholder Parties shall designate one or several of their Affiliates which together with the Reference Shareholder Parties own, in aggregate, at least 30% of the Shares with voting rights in the share capital of the Company, to accede to this Agreement as soon as practicable by executing an Accession Letter in the applicable form set out in Schedule 1. An Accession Letter shall be executed by such Affiliate(s) in such a manner that such Affiliate(s) shall become a Reference Shareholder Party as from the date at which the aggregate holding by the existing Reference Shareholder Parties falls below the 30% threshold (and with retrospective effect if executed after such date). Under no circumstances shall this provision be construed as constituting an obligation for the Stichting, any of its Affiliates and/or any of their respective Successors or Successors’ Affiliates to maintain an interest representing 30% (or any other percentage) of the Shares with voting rights in the share capital of the Company. Any Shares in the Company referred to in Article 20.1(a) shall be disregarded for the purposes of the calculating the total share capital of the Company for the purpose of this Clause 5.6.

5.7

Any entity which is an Affiliate of an existing Party and which at any time after the date of this Agreement owns or holds any Restricted Shares may accede to this Agreement as a ‘Shareholder’ and ‘Restricted Shareholder Party’ by executing an Accession Letter in the applicable form set out in Schedule 1.

5.8

If any provision of this Agreement is held to be invalid or unenforceable, then to the extent that it is invalid or unenforceable (and only to this extent) such provision shall be given no effect and shall be deemed not to be included in this Agreement, without invalidating the remainder of the provision or any of the remaining provisions of this Agreement. The Parties shall use all reasonable efforts to replace the invalid or unenforceable provisions by a valid provision the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.

5.9	This Agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document.

6.	Notices

6.1

Any notice or other communication in connection with this Agreement shall be in writing and shall be delivered by email, by fax, by hand or by registered post (in the latter case, with acknowledgement of receipt, and in the latter three cases, with a concurrent copy by email) to the address and for the attention of the relevant Party set out in Clause 6.2 (or as otherwise notified from time to time pursuant to this Clause 6).

Any notice served by email, hand, fax or post shall be deemed to have been duly given:

(a)

in the case of email, upon email confirmation of receipt by the recipient;

(b)

in the case of delivery by hand, upon delivery;

(c)

in the case of registered post, five Business Days after the date of posting; and

(d)

in the case of a fax, when dispatched.

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Voting and Support Agreement

provided that in each case where delivery by hand or by fax occurs after 6 pm (local time of the addressee) on a Business Day or on a day which is not a Business Day, service shall be deemed to have occurred at 9 am (local time of the addressee) on the next Business Day.

6.2	The addresses of the Parties for the purpose of Clause 6 are as follows:


Stichting Anheuser-Busch InBev:

Address:		Amstelveenseweg 760, 1081 JK Amsterdam, The Netherlands
For the attention of:		Alter Domus Nederland B.V.
Fax number:		+31 20 504 38 99
Email:		adnl-cms-a@alterdomus.com

With a copy to:		Simont Braun
Address:		Avenue Louise 149/20, B-1050 Brussels, Belgium
For the attention of:		Sandrine Hirsch; Paul Alain Foriers
Fax number:		+32 2 533 17 90 / +32 2 533 17 91
Email:		sandrine.hirsch@simontbraun.eu; / paulalain.foriers@simontbraun.eu

And with a copy to		Stibbe Brussels
Address:		Rue de Loxum 25, B-1000 Brussels, Belgium
For the attention of:		Marc Fyon
Fax number:		+32 2 533 52 12
Email:		Marc.Fyon@Stibbe.com

Altria Group, Inc.:

Address:		6601 West Broad Street, Richmond, VA, 23230 USA
For the attention of:		General Counsel
Fax number:		+1 804 484 8265
Email:		Denise.Keane@altria.com

With a copy to:		Wachtell, Lipton, Rosen & Katz
Address:		51 West 52nd Street, New York, NY 10019 USA
For the attention of:		Andrew J. Nussbaum
Fax number:		+1 212 403 2000
Email:		AJNussbaum@wlrk.com

BEVCO Ltd.

Address:		Bevco Lux Sàrl, 37A, Avenue J.F. Kennedy, L-1855 Luxembourg, Luxembourg
For the attention of:		Juan Carlos Garcia
Email:		ABInotifications@SNI-International.lu;
		CTCLtrusteenotifications@conyersdill.com

With a copy to:		Quadrant Capital Advisors, Inc.
Address:		499 Park Avenue, 24 ^th Floor, New York, New York 10022, USA
For the attention of:		Juan Carlos Garcia
Email:		ABInotifications@qcai.com; jcgarcia@qcai.com

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Voting and Support Agreement


And a copy to		Eubelius CVBA
Address:		Louizalaan 99 Av. Louise, BE-1050 Brussels, Belgium
For the attention of:		Marieke Wyckaert; Joris De Wolf
Fax number:		+32 2 543 31 01
Email:		Marieke.Wyckaert@Eubelius.com ; Joris.DeWolf@Eubelius.com

Anheuser-Busch InBev SA/NV (named Newbelco SA/NV until Completion):

Address:		Brouwerijplein 1, 3000 Leuven, Belgium
For the attention of:		Chief Legal Officer & Corporate Secretary
Fax number:		+32 16 506 699
Email:		sabine.chalmers@ab-inbev.com

With a copy to:		Freshfields Bruckhaus Deringer
Address:		Place du Champ de Mars 5, 1050 Brussels, Belgium
For the attention of:		Vincent Macq
Fax number:		+32 2 404 7605
Email:		vincent.macq@freshfields.com

7.	Governing law and jurisdiction

7.1	This Agreement shall be governed by and construed in accordance with the laws of Belgium.

7.2

All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with the said Rules, each having a sufficient knowledge of the French and the English languages. The arbitration shall be held in Brussels. The proceedings shall be held in the English language.

7.3

Notwithstanding Clause 7.2, the Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Each Party agrees that, in the event of any breach or anticipated breach by a Party of any agreement, undertaking or obligation contained in this Agreement, any other Party may apply to any court having jurisdiction hereof to seek (a) an interim decree or order of specific performance to enforce the observance and performance of such agreement, undertaking or obligation, and (b) an interim injunction restraining such breach or anticipated breach, in both cases without prejudice to the arbitral award to be rendered in accordance with Clause 7.2.

[Signature page follows]

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Voting and Support Agreement

This Agreement was entered into on 8 October 2016 and executed in four original copies.


STICHTING ANHEUSER-BUSCH INBEV

/s/ Benoit Loore		/s/ Jan Vandermeersch

Name:	Benoît Loore	Name:	Jan Vandermeersch

Title:	Proxyholder	Title:	Proxyholder

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Voting and Support Agreement


ALTRIA GROUP, INC.

/s/ William F. Gifford Jr.

Name:		William F. Gifford Jr.

Title:		Chief Financial Officer

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Voting and Support Agreement


BEVCO LTD.

/s/ Alec R. Anderson		/s/ Craig MacIntyre

Name:	Alec R. Anderson	Name:	Craig MacIntyre

Title:	Director	Title:	Director

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Voting and Support Agreement


ANHEUSER-BUSCH INBEV SA/NV (named Newbelco SA/NV until Completion)

/s/ Benoit Loore		/s/ Jan Vandermmersch

Name:	Benoît Loore	Name:	Jan Vandermeersch

Title:	Authorised person	Title:	Authorised person

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Voting and Support Agreement

SCHEDULE 1

FORM OF ACCESSION LETTER


To:		[ Parties ] as Parties

From:		[ Acceding Shareholder ] (the “ Acceding Shareholder ”)

Dated:		[●]

Dear Sirs

Anheuser-Busch InBev SA/NV Voting and Support Agreement

dated on 8 October 2016 (the “Agreement”)

1.	We refer to the Agreement. This is an Accession Letter. Terms defined in the Agreement have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter.

2.	We refer to Clause [5.5 / 5.6 / 5.7] of the Agreement.

3.	We hereby unconditionally accede to the Agreement as a ‘Shareholder’ as per the date of this Accession Letter.

4.	If an *Affiliate* acceding pursuant to Clause 5.6 / 5.7:

We are an Affiliate of [ insert name of relevant Party ] and accede to the Agreement as a ‘Shareholder’ and a [‘Reference Shareholder Party’] / [‘Restricted Shareholder Party’]

5.	If a *Successor* acceding pursuant to Clause 5.5 :

We are a Successor of [ insert name of relevant Party ] and hereby agree to assume all rights and obligations of [ relevant Party ] pursuant to the Agreement

6.	By signing this Accession Letter, we acknowledge having received and reviewed a copy of the Agreement and the AB InBev Articles as currently in force.

7.	The address of the Acceding Shareholder for the purpose of Clause 6 of the Agreement is as follows:


Address:		[●]
For the attention of:		[●]
Fax number:		[●]
Email:		[●]
With a copy to:		[ ● ]
Address:		[ ● ]
For the attention of:		[ ● ]
Fax number:		[ ● ]
Email:		[ ● ]

Yours faithfully

[ Acceding Shareholder ]


(Authorised Signatory)		(Authorised Signatory)

Page 5

Exhibit 2.5

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Sandrine Hirsch and Paul Alain Foriers signing singly, the undersigned’s true and lawful attorney-in-fact to:

(1)

execute for and on behalf of each of the undersigned, in the undersigned’s capacity as:

(other than Arnoud de Pret) members of the board of directors of Eugénie Patri Sébastien S.A.;

(other than Arnoud de Pret) members of the board of directors of EPS Participations S.à r.l.;

(other than Arnoud de Pret and Frédéric de Mevius), Class A members of the board of directors of the Stichting Anheuser-Busch InBev;

(in respect only of Paul Cornet de Ways Ruart and Arnoud de Pret), members of the board of directors of Rayvax Société d’Investissements S.A.;

(in respect only of Paul Cornet de Ways Ruart and Arnoud de Pret), members of the board of directors of Sébastien Holding NV/SA

(each a “ Company ” and collectively, the “ Companies ”) Schedules 13D and 13G in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “ Act ”), and the rules thereunder;

(2)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D or 13G, complete and execute any amendment or amendments thereto or joint filing agreements in respect thereof, and timely file such form with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and

(3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Section 13 of the Act.

This Power of Attorney shall remain in full force and effect until the Companies are no longer required to file Schedules 13D and 13G with respect to the Companies’ holdings of and transactions in securities beneficially owned by the Companies in accordance with Rule 13d-1 under the Act, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

This Power of Attorney shall be governed by the laws of the State of New York.

[The remainder of this page is intentionally left blank.]


Date: February 4, 2016	By:	/s/ Paul Cornet de Ways Ruart
		Paul Cornet de Ways Ruart

Date: February 4, 2016	By:	/s/ Alexandre Van Damme
		Alexandre Van Damme

Date: February 5, 2016	By:	/s/ Grégoire de Spoelberch
		Grégoire de Spoelberch

Date: February 5, 2016	By:	/s/ Stéfan Descheemaeker
		Stéfan Descheemaeker

Date: February 9, 2016	By:	/s/ Frédéric de Mevius
		Frédéric de Mevius

Date: February 8, 2016	By:	/s/ Arnoud de Pret
		Arnoud de Pret

[ Power of Attorney Signature Page ]

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Roberto Moses Thompson Motta, bearer of Brazilian Passport No YB368590, and Andre Costa Coelho de Souza, bearer of Brazilian Passport No FE65l031, signing jointly, the undersigned’s true and lawful attorney-in-fact to:

(1)

execute for and on behalf of the undersigned, in the undersigned’s personal capacity and capacity as members of the board of directors of (other than Jorge Paulo Lemann) BRC S.a.r.l and directors of (other than Jorge Paulo Lemann and Alexandre Behring) the Stichting Anheuser-Busch InBev (each a “ Company ” and collectively, the “ Companies ” ) and in his own capacity Schedules 13D and 13G in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), and the rules thereunder;

(2)

(3)

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedules 13D and 13G with respect to the undersigned’s holdings of and transactions in securities beneficially owned by the Companies or the undersigned in accordance with Rule 13d-1 under the Act, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

[The remainder of this page is intentionally left blank.]

[Signature page 1/ 5 of the Power of Attorney dated February 4 ^th , 2016]


Date: February 4 ^th , 2016	By:	/s/ Paulo Alberto Lemann
		Paulo Alberto Lemann

[Signature page 2/ 5 of the Power of Attorney dated February 4 ^th , 2016]


Date: February 4 ^th , 2016	By:	/s/ Carlos Alberto Sicupira
		Carlos Alberto Sicupira

[Signature page 3/ 5 of the Power of Attorney dated February 4 ^th , 2016]


Date: February 4 ^th , 2016	By:	/s/ Marcel Herrmann Telles
		Marcel Herrmann Telles

[Signature page 4/ 5 of the Power of Attorney dated February 4 ^th , 2016]


Date: February 4 ^th , 2016	By:	/s/ Alexandre Behring
		Alexandre Behring

[Signature page 5/ 5 of the Power of Attorney dated February 4 ^th , 2016]


Date: February 4 ^th , 2016	By:	/s/ Jorge Paulo Lemann
		Jorge Paulo Lemann

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Jan Vandermeersch and Benoit Loore signing singly, the undersigned’s true and lawful attorney-in-fact to:

(1)

execute for and on behalf of the undersigned, in the undersigned’s capacity as members of the board of directors of Fonds Baillet Latour, Schedules 13D and 13G in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “ Act ”), and the rules thereunder;

(2)

(3)

This Power of Attorney shall be governed by the laws of the State of New York.

[The remainder of this page is intentionally left blank.]


Date: 25 October 2016	By:	/s/ Alain De Waele

	Alain De Waele

Date: 25 October 2016	By:	/s/ Jan Huyghebaert

	Jan Huyghebaert

[ Power of Attorney Signature Page ]

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Jan Vandermeersch and Benoit Loore signing singly, the undersigned’s true and lawful attorney-in-fact to:

(1)

execute for and on behalf of each of the undersigned, in the undersigned’s capacity as members of the board of directors of Fonds Voorzitter Verhelst BVBA, Schedules 13D and 13G in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “ Act ”), and the rules thereunder;

(2)

(3)

This Power of Attorney shall be governed by the laws of the State of New York.

[The remainder of this page is intentionally left blank.]


Date: 25 October 2016	By:	/s/ Jo Van Biesbroeck

	Jo Van Biesbroeck

Date: 25 October 2016	By:	/s/ Luc Hermans

	Luc Hermans

[ Power of Attorney Signature Page ]

Exhibit 2.6

Joint Filing Agreement

In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D, and any amendments thereto, with respect to the common shares, without par value (the “AB InBev Common Shares”), of Anheuser-Busch InBev SA/NV, a corporation incorporated under the laws of Belgium (“AB InBev”) and that this agreement be included as an Exhibit to such filing.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same agreement.

IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of 28 October 2016.

[ Signature pages follow ]