Anheuser-Busch InBev SA/NV (Form: F-4, Received: 06/30/2017 17:16:31)

Date: June 30, 2017

/s/ Alan Audi

Name: Alan Audi

Title: Authorized Representative in the United States

Anheuser-Busch InBev SA/NV

Brandbev S.à r.l.

Brandbrew S.A.

Cobrew NV

As filed with the Securities and Exchange Commission on 30 June 2017

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ANHEUSER-BUSCH INBEV SA/NV

(Exact Name of Registrant as Specified in Its Charter)

Belgium

2082

Not Applicable

(State of Other Jurisdiction

of Incorporation or Organization)

(Primary Standard Industrial

Classification Code Number)

(IRS Employer

Identification No.)

Brouwerijplein 1

3000 Leuven, Belgium

Telephone: +32 16 27 61 11

(Address, including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Alan Audi

Anheuser-Busch InBev Services, LLC

250 Park Avenue

New York, New York 10177

Telephone: (212) 573-8800

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

Copies to:

John Horsfield-Bradbury

Sullivan & Cromwell LLP

1 New Fetter Lane

London EC4A 1AN, United Kingdom

Telephone: +44 20 7959 8900

Approximate date of commencement of proposed sale to the public: Upon the consummation of the exchange offer described herein.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:


Exchange Act Rule 13(e)-4(i) (Cross-Border Issuer Tender Offer)		☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)		☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Note	Proposed Maximum Aggregate Offering Price ⁽¹⁾	Amount of Registration Fee
4.439% Notes due 2048	$1,735,171,000	100%	$1,735,171,000	$201,106.32
Guarantees of 4.439% Notes due 2048 ⁽²⁾	N/A ⁽³⁾	⁽³⁾	⁽³⁾	⁽³⁾

(1)	Estimated solely for the purpose of calculating the registration fee under Rule 457(f) of the Securities Act of 1933, as amended (the “Securities Act”).

(2)	See inside facing page for additional registrant subsidiary co-issuers and guarantors.

(3)	Pursuant to Rule 457(n) under the Securities Act, no separate filing fee is required for the guarantees.

TABLE OF CO-REGISTRANTS


Exact Name as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Number	I.R.S. Employer Identification Number	Address, Including Zip Code and Telephone Number, Including Area Code, of Principal Executive Offices
Anheuser-Busch InBev Worldwide Inc.*	Delaware, United States	2082	90-0427472	One Busch Place, St. Louis, Missouri 63118, U.S.A. Tel: +1 (314) 577-2000

Anheuser-Busch InBev Finance Inc.	Delaware, United States	2082	38-3893771	250 Park Avenue, New York, New York 10177, U.S.A. Tel: +1 (212) 573-8800

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

Brandbrew S.A.	Luxembourg	2082	N/A	Zone Industrielle Breedewues No. 15, L-1259 Senningerberg, Luxembourg Tel: +352 26 15 96 23

Brandbev S.à r.l.	Luxembourg	2082	N/A	Zone Industrielle Breedewues No. 15, L-1259 Senningerberg, Luxembourg Tel: +352 26 15 96 23

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

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

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the SEC, acting pursuant to said section 8(a), may determine.

The information in this prospectus may change. We may not complete the exchange offer and issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer is not permitted.

SUBJECT TO COMPLETION, DATED 30 JUNE 2017

PROSPECTUS

LOGO

Anheuser-Busch InBev Worldwide Inc.

Offer to Exchange up to

$1,735,171,000 principal amount of 4.439% Notes due 2048

which have been registered under the Securities Act of 1933

For Any and All Outstanding Unregistered

$1,735,171,000 principal amount of 4.439% Notes due 2048

Expiration Date: 5:00 p.m., New York City Time, on 2017, unless extended

We are conducting this exchange offer (the “Exchange Offer”) in order to provide you with an opportunity to exchange your unregistered notes for notes that have been registered under the Securities Act.

The Exchange Offer

•

We will exchange all outstanding old notes that are validly tendered and not validly withdrawn for an equal principal amount of new notes that are registered under the Securities Act.

•

You may withdraw tenders of Old Notes at any time prior to the expiration date of the exchange offer.

•

The exchange offer for Old Notes expires at 5:00 p.m., New York City time, on 2017, unless extended (such date, the “ Settlement Date ”).

The terms of the new notes to be issued in the exchange offer are identical in all material respects to the old notes, except that the new notes will be registered under the Securities Act and will not be subject to transfer restrictions or registration rights. The new notes will have the same financial terms and covenants as the old notes, and are subject to the same business and financial risks.

All untendered old notes will continue to be subject to the restrictions on transfer set forth in the old notes and in the indenture. In general, the old notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we do not currently anticipate that we will register the old notes under the Securities Act.

Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for the old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 90 days commencing on the day the Exchange Offer is consummated (or such shorter period during which participating broker-dealers are required by law to deliver such prospectus) we will make available a prospectus meeting the requirements of the Securities Act for use by broker-dealers in connection with any such resale.

The Exchange Offer will only be made, and the new notes are only being offered to, holders of old notes which are located or resident in any Member State of the European Economic Area which has implemented Directive 2003/71/EC, as amended (the “Prospectus Directive”) which are “qualified investors” as defined in the Prospectus Directive.

For a more detailed description of the new notes, see “Description of the New Notes and Guarantees” beginning on page 30.

See “ Risk Factors ” beginning on page 11 for a discussion of certain risks you should consider before participating in the exchange offer. Additionally, see the “Risk Factors” in our 2016 Annual Report on Form 20-F for the fiscal year ended 31 December 2016, which are incorporated by reference herein, to read about factors you should consider before investing in the New Notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is 2017.

TABLE OF CONTENTS


	Page
About This Prospectus		ii
Cautionary Statement Regarding Forward-Looking Statements		ii
Where You Can Find More Information		iii
Summary		1
Risk Factors		11
Use of Proceeds		13
Capitalization of the AB InBev Group		14
Ratio of Earnings to Fixed Charges		16
The Exchange Offer		17
Description of the New Notes and Guarantees		30
Material U.S. Federal Income Tax Considerations		51
Notices to Certain Non-U.S. Holders		52
Validity of Notes		55
Experts		55

ABOUT THIS PROSPECTUS

In this prospectus, references to “ AB InBev ” are to Anheuser-Busch InBev SA/NV, a Belgian public limited liability company ( société anonyme/naamloze vennootschap ). References to “ we ”, “ us ”, “ our ” and the “ AB InBev Group ” are, unless the context otherwise requires, to AB InBev and the group of companies owned and/or controlled by AB InBev (including ABI SAB Group Holding Limited (formerly SABMiller Limited and prior to that SABMiller plc), for all periods following the closing of the acquisition of ABI SAB Group Holding Limited by AB InBev on 10 October 2016).

References to “ AB InBev ”, “ we ”, “ us ”, “ our ” and the “ AB InBev Group ” that specifically relate to periods prior to 10 October 2016, are to Anheuser-Busch InBev SA/NV or Anheuser-Busch InBev SA/NV and the group of companies owned and/or controlled by Anheuser-Busch InBev SA/NV, as the context requires, prior to the completion of the acquisition of ABI SAB Group Holding Limited on 10 October 2016.

Further, in this prospectus, references to:

•

“ Parent Guarantor ” are to AB InBev;

•

“ Issuer ” are to Anheuser-Busch InBev Worldwide Inc.;

•

“ Subsidiary Guarantors ” are to Anheuser-Busch InBev Finance Inc., Anheuser-Busch Companies, LLC, Brandbev S.à r.l., Brandbrew S.A. and Cobrew NV; and

•

“ Guarantors ” are to the Parent Guarantor and the Subsidiary Guarantors.

No person is authorized to give any information or to make any representations other than those contained or incorporated by reference in this prospectus. We managers take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is not an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction where it is unlawful. The delivery of this prospectus will not, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. Our business, financial condition, results of operations and prospects may have changed since those dates.

This prospectus is part of a registration statement that we have filed with the U.S. Securities and Exchange Commission (the “ SEC ” or the “ Commission ”). Prior to making any decision with respect to the exchange offer, you should read this prospectus and any prospectus supplement, together with the documents incorporated by reference herein, the registration statement, the exhibits thereto and the additional information described under the heading “Where You Can Find More Information.”

References in this prospectus to “ $ ”, “ US$ ”, “ USD ” and “ U.S. dollars ” are to the lawful currency of the United States of America. References to “ € ” or “ euro ” are to the lawful currency of the member states of the European Monetary Union that have adopted or that adopt the single currency in accordance with the treaty establishing the European Community, as amended by the Treaty on European Union. References to “ GAAP ” mean generally accepted accounting principles.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

There are statements in this prospectus and the documents incorporated by reference herein, such as statements that include the words or phrases “will likely result”, “are expected to”, “will continue”, “is anticipated”, “anticipate”, “estimate”, “project”, “may”, “might”, “could”, “believe”, “expect”, “plan”, “potential” or similar expressions that are forward-looking statements. These statements are subject to certain risks and uncertainties. Actual results may differ materially from those suggested by these statements due to, among others, the risks or uncertainties listed below.

These forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside our control and are difficult to predict, that may cause actual results or developments to differ materially from any future results or developments expressed or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include, but are not limited to, the risks and uncertainties detailed in our periodic public filings with the SEC, including those discussed under the sections entitled “Risk Factors” in our Annual Report on Form 20-F for the fiscal year ended 31 December 2016 as well as factors contained or incorporated by reference into such documents and in our subsequent filings with the SEC.

Subject to our obligations under applicable law in relation to disclosure and ongoing information, we disclaim any intent or obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

WHERE YOU CAN FIND MORE INFORMATION

We file annual and current reports and other information with the SEC. You may read and copy any document that we file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549, U.S.A. at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. SEC filings are also available to the public at the SEC’s website at www.sec.gov. Any other information contained on any website referenced in this prospectus is not incorporated by reference in this prospectus.

This prospectus is part of a registration statement and constitutes a prospectus of AB InBev. As allowed by SEC rules, this prospectus does not contain all of the information you can find in the registration statement or the exhibits to the registration statement. You may inspect and copy the registration statement at any of the addresses listed above. The SEC allows us to “incorporate by reference” information into this prospectus. This means we can disclose important information to you by referring you to another document separately filed with the SEC. The information incorporated by reference is considered a part of this prospectus, except for any information superseded by information in this prospectus. In addition, any later information that we file with the SEC will automatically update and supersede this information. This prospectus incorporates by reference the documents listed below that we have previously filed with the SEC. These documents contain important information, including about us.

You should rely only on the information contained in this prospectus or that we have referred to you. We have not authorized anyone to provide you with any additional information. This prospectus is dated as of the date listed on the cover page. You should not assume that the information contained in this prospectus is accurate as of any date other than such date.

We incorporate by reference the documents listed below and any future filings we will make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and until we complete the Exchange Offer (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules):

Annual Report on Form 20-F for the fiscal year ended 31 December 2016, which was filed with the SEC on 22 March 2017;

the Form F-4 (File No. 333-213328) filed with the Commission on 26 August 2016 solely with respect to the SABMiller plc audited consolidated financial statements as of 31 March 2016 and 2015 and for the years ended 31 March 2016, 2015 and 2014; and

Current Reports on Form 6-K filed with the SEC on each of the following dates:

•

22 March 2017, regarding the commencement of the U.S. private exchange offers for 10 series of our USD notes for a combination of notes and cash (the “ Private Exchange Offers ”);

iii

•

31 March 2017, regarding the completion of the sale of ABI SAB Group Holding Limited’s Central and Eastern European Business;

•

5 April 2017, regarding pricing and early results of the Private Exchange Offers;

•

12 April 2017, regarding the completion of the disposal of our interest in Distell Group Limited;

•

20 April 2017, regarding the final results of the Private Exchange Offers;

•

26 April 2017, regarding annual shareholders meeting;

•

5 May 2017, containing our unaudited interim report for the three-month period ended 31 March 2017;

•

15 May 2017, regarding the pricing of our Canadian Dollar 2.0 billion aggregate principal amount of senior unsecured notes issued under a private placement in Canada;

•

24 May 2017, regarding the pricing of our GBP 2.25 billion aggregate principal amount of senior unsecured notes issued under our Euro Medium Term Notes Programme; and

•

30 June 2017, containing SABMiller Limited’s (formerly SABMiller plc) unaudited interim report for the six-month period ended 30 September 2016 and unaudited pro forma financial information of the AB InBev Group for the year ended 31 December 2016.

To the extent this prospectus, or the documents or information incorporated by reference into this prospectus, contains references to our Internet website , the information on such website does not constitute a part of, and is not incorporated by reference into, this prospectus.

Documents incorporated by reference are available from the SEC as described above or from us without charge, or from the information agent, excluding exhibits to those documents unless the exhibit is specifically incorporated by reference as an exhibit in this document. The information agent may be contacted at the address set forth on the back cover of this prospectus. You may request a copy of this prospectus and any of the documents incorporated by reference into this prospectus or other information concerning us, without charge, upon written or oral request. You should direct your requests to Anheuser-Busch InBev SA/NV, Brouwerijplein 1, 3000 Leuven, Belgium (telephone: +32 (0)1 627 6111).

To receive timely delivery of the documents prior to the Expiration Date, you should make your request no later than five business days before the date you must make your investment decision, or , 2017.

Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. Any statement concerning the contents of any contract or other document filed as an exhibit to the registration statement is not necessarily complete. With respect to each contract or other document filed as an exhibit to the registration statement, you are referred to that exhibit for a more complete description of the matter involved, and each such statement is qualified in its entirety by such reference.

SUMMARY

This summary provides an overview of selected information. Because this is only a summary, it may not contain all of the information that may be important to you in understanding the Exchange Offer. You should carefully read this entire prospectus, including the section entitled “Risk Factors”. Additionally, see the section entitled “Risk Factors” in our 2016 Annual Report on Form 20-F for the fiscal year ended 31 December 2016 as well as the information incorporated by reference in this prospectus. See the section of this prospectus entitled “Where You Can Find More Information.”

AB InBev

We are the world’s largest brewer by volume and one of the world’s top five consumer products companies by revenue. As a consumer-centric, sales-driven company, we produce, market, distribute and sell a diversified portfolio of well over 500 beer and other malt beverage brands. These include brands with significant international distribution, such as Budweiser, Corona (except in the United States), Stella Artois, Beck’s, Leffe, Hoegaarden, Castle Lager (except in the United States), Castle Lite (except in the United States), and Redd’s (except in the United States); and brands primarily distributed to local markets such as Bud Light and Michelob Ultra in the United States; Corona Light, Modelo Especial, Negra Modelo, Victoria and Pacifico in Mexico; Skol, Brahma and Antarctica in Brazil; Quilmes in Argentina; Jupiler in Belgium and the Netherlands; Franziskaner in Germany; Klinskoye and Sibirskaya Korona in Russia; Chernigivske in Ukraine; Harbin and Sedrin in China; Cass in South Korea; Carling Black Label and Hansa Pilsener in South Africa; Aguila and Poker in Colombia; Hero in Nigeria; Cristal and Pilsen Callao in Peru; Victoria Bitter and Carlton Draught in Australia; and Safari and Kilimanjaro in Tanzania. We also produce and distribute soft drinks, particularly in Central and South America and Africa, and other near beer products, such as Lime-A-Rita and other Rita family products in the United States and Mexico; MixxTail in China, Argentina and other countries; and Skol Beats in Brazil. Our 2016 volumes (beer and non-beer) were 500 million hectoliters and our revenue amounted to USD 45.5 billion.

AB InBev is a publicly traded company, listed on Euronext Brussels, with secondary listings on the Bolsa Mexicana de Valores and the Johannesburg Stock Exchange. AB InBev American Depositary Shares representing rights to receive AB InBev ordinary shares are listed and trade on the New York Stock Exchange (“ NYSE ”) under the symbol BUD.

AB InBev was incorporated on 3 March 2016 for an unlimited duration under the laws of Belgium under the original name Newbelco SA/NV, and is the successor entity to Anheuser-Busch InBev SA/NV, which was incorporated on 2 August 1977 for an unlimited duration under the laws of Belgium under the original name BEMES. It has the legal form of a public limited liability company ( société anonyme/naamloze vennootschap ). Its registered office is located at Grand’Place/Grote Markt 1, 1000 Brussels, Belgium, and it is registered with the Register of Legal Entities of Brussels under the number 0417.497.106. The AB InBev Group’s global headquarters are located at Brouwerijplein 1, 3000 Leuven, Belgium (tel.: +32 16 27 61 11).

The Issuer and the Subsidiary Guarantors

The issuer of the new notes, under the name of InBev Worldwide S.à.r.l, was incorporated on 9 July 2008 as a private limited liability company ( société à responsabilité limitée ) under the Luxembourg act dated 10 August 1915 on commercial companies, as amended. On 19 November 2008, the issuer was domesticated as a corporation in the State of Delaware in accordance with Section 388 of the Delaware General Corporation Law and, in connection with such domestication, changed its name to Anheuser-Busch InBev Worldwide Inc. The Issuer’s registered office is located at 1209 Orange Street, Wilmington, Delaware 19801.

Each of Brandbrew S.A., Brandbev S.à r.l., Cobrew NV, Anheuser-Busch InBev Finance Inc. and Anheuser-Busch Companies, LLC, which are direct or indirect subsidiaries of Anheuser-Busch InBev SA/NV, will, along

with Anheuser-Busch InBev SA/NV, jointly and severally guarantee the new notes, on an unconditional, full and irrevocable basis, subject to certain limitations described in “Description of the New Notes and Guarantees”.

Amendments and Supplements

We may be required to amend or supplement this prospectus at any time to add, update or change the information contained herein. You should read this prospectus and any prospectus supplement, together with the documents incorporated by reference herein, the registration statement, the exhibits thereto and the additional information described under the heading “Where You Can Find More Information.”

Risk Factors

An investment in the New Notes involves risks that a potential investor should carefully evaluate prior to making such an investment. See “Risk Factors” beginning on page 11 of this prospectus. Additionally, see the sections entitled “Risk Factors” in our 2016 Annual Report on Form 20-F for the fiscal year ended 31 December 2016 as well as factors contained or incorporated by reference into such documents and in our subsequent filings with the SEC.

The Exchange Offer


Offeror		Anheuser-Busch InBev Worldwide Inc. (the “ Issuer ”)

General		In April 2017, the Issuer issued $1,735,171,000 principal amount of 4.439% notes due 2048 (the “ Old Notes ”) under the indenture, dated as of 16 December 2016, among the Issuer, each of the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee, principal paying agent, transfer agent and registrar. On 6 April 2017, Anheuser-Busch InBev SA/NV, Anheuser-Busch InBev Worldwide Inc. and certain subsidiary guarantors entered into a registration rights agreement, which we refer to as the “ Registration Rights Agreement ”, with the initial purchasers of the Old Notes, for the benefit of the holders of the Old Notes, under which we are required to use commercially reasonable efforts to complete an offer to exchange the Old Notes for a new series of notes identical in all material respect and registered under the Securities Act of 1933 or have one or more shelf registration statements in respect of the Old Notes declared effective, prior to 7 March 2018. We are making the Exchange Offer (as defined below) to satisfy our obligations under the Registration Rights Agreement.

The Exchange Offer		We are offering $1,735,171,000 principal amount of 4.439% Notes due 2048 which have been registered under the Securities Act of 1933, as amended (“ Securities Act ”), for any and all $1,735,171,000 principal amount of 4.439% Notes due 2048 issued on 6 April 2017 and 20 April 2017.

		We refer to the above offer as the “ Exchange Offer ”. Additionally, we refer to the series of notes described above that are being offered in exchange for the Old Notes pursuant to the Exchange Offer as the “ New Notes ”. In this prospectus we sometimes refer to the New Notes and the Old Notes together as the “ notes ”.



		In order to exchange an Old Note, you must follow the required procedures and we must accept the Old Note for exchange. We will exchange all Old Notes validly offered for exchange, or “tendered”, and not validly withdrawn.

Accrued and Unpaid Interest		The New Notes will bear interest from the date of first issuance of the Old Notes (6 April 2017) or from the most recent date on which interest on the Old Notes has been paid, whichever is later. If your Old Notes are accepted for exchange, you will receive interest on the corresponding New Notes and not on the Old Notes. Any Old Notes not tendered will remain outstanding and continue to accrue interest according to their terms.

Expiration Date		The Exchange Offer will expire at 5:00 p.m., New York City time, on 2017, or a later date and time to which we extend it.

Conditions to the Exchange Offer		The Exchange Offer is subject to customary conditions described in “The Exchange Offer—Conditions to the Exchange Offer”, including, among other things, the condition that no stop order has been issued for the registration statement of which this prospectus forms a part, or any proceedings for that purpose, and that there shall not have occurred or be reasonably likely to occur any material adverse change to our business, operations, properties, condition, assets, liabilities, prospects or financial affairs.

Procedures for Participation in the Exchange Offer		If you wish to accept the Exchange Offer, the following must be delivered to the exchange agent identified below:

		• your Old Notes by timely confirmation of book-entry transfer through The Depository Trust Company, or “DTC”;

		• an agent’s message from DTC, stating that the tendering participant agrees to be bound by the letter of transmittal and the terms of the Exchange Offer as described in “The Exchange Offer—Terms of the Exchange Offer”; and

		• all other documents required by the letter of transmittal.

		These actions must be completed before the Expiration Date.

		You must comply with DTC’s standard procedures for electronic tenders, by which you will agree to be bound by the letter of transmittal.

		If you are a beneficial owner of New Notes that are held by or registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian and you wish to tender your Old Notes in order to participate in the Exchange Offer, you should contact your intermediary entity promptly and instruct it to tender the Old Notes on your behalf. You should keep in mind that your intermediary may require you to take action with respect to the


		Exchange Offer a number of days before the Expiration Date in order for such entity to tender Old Notes on your behalf at or prior to the Expiration Date in accordance with the terms of the Exchange Offer. See “The Exchange Offer—Procedures for Tendering Old Notes”.

		If you are a beneficial owner of Old Notes through Euroclear or Clearstream Luxembourg (each as defined herein) and wish to tender your Old Notes, you must instruct Euroclear or Clearstream Luxembourg, as the case may be, to block the account in respect of the tendered Old Notes in accordance with the procedures established by Euroclear or Clearstream Luxembourg. You are encouraged to contact Euroclear or Clearstream Luxembourg directly to ascertain their procedures for tendering Old Notes.

No Guaranteed Delivery Procedures		No guaranteed delivery procedures are available in connection with the Exchange Offer. You must tender your Old Notes by the Expiration Date in order to participate in the Exchange Offer.

Withdrawal and Revocation		Tenders of Old Notes may be validly withdrawn at any time prior to the Expiration Date.

		Following the Expiration Date, tenders of Old Notes may not be withdrawn. In the event of termination of the Exchange Offer, the Old Notes tendered pursuant to the Exchange Offer will be promptly returned to the tendering holders. See “The Exchange Offer—Withdrawal of Tenders.”

Acceptance of Old Notes and Delivery of New Notes		Subject to the satisfaction or, where permitted, waiver of the conditions to the Exchange Offer, the Issuer will accept for exchange any and all Old Notes that are validly tendered prior to the Expiration Date and not validly withdrawn (provided that the tender of Old Notes will only be accepted in the minimum denominations and integral multiples noted above). All Old Notes exchanged will be retired and cancelled.

		The New Notes issued pursuant to the Exchange Offer will be issued and delivered through the facilities of DTC promptly on the Settlement Date. See “The Exchange Offer—Acceptance of Old Notes for Exchange; New Notes.”

Absence of Dissenters’ Rights of Appraisal		You do not have dissenters’ rights of appraisal with respect to the Exchange Offer. See “The Exchange Offer—Absence of Dissenters’ Rights of Appraisal”.

U.S. Federal Income Tax Considerations		The exchange of Old Notes for New Notes pursuant to the Exchange Offer will not be a taxable event for U.S. federal income tax purposes. See “Material U.S. Federal Income Tax Considerations.”

Resale of New Notes

Based on interpretive letters of the Securities and Exchange Commission, or “SEC”, staff to third parties, we believe that you may offer for resale, resell and otherwise transfer New Notes issued pursuant

to the Exchange Offer without compliance with the registration and prospectus delivery provisions of the Securities Act, if you:

• are not a broker-dealer that acquired the Old Notes from us or in market-making transactions or other trading activities;

• acquire the New Notes issued in the Exchange Offer in the ordinary course of your business;

• are not participating, and do not intend to participate, and have no arrangement or understanding with any person to participate in, the distribution of the New Notes issued in the Exchange Offer; and

• are not an “affiliate” of ours, as defined in Rule 405 under the Securities Act.

By tendering Old Notes as described in “The Exchange Offer—Procedures for Tendering Old Notes”, you will be making written representations to this effect. If you fail to satisfy any of these conditions, you cannot rely on the position of the SEC set forth in the interpretive letters referred to above and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale of the New Notes.

If you are a broker-dealer that acquired Old Notes as a result of market-making or other trading activities, you must comply with the prospectus delivery requirements of the Securities Act in connection with a resale of the New Notes as described in this summary under “Restrictions on Sale by Broker-Dealers” below.

We base our belief on interpretations by the SEC staff in interpretive letters issued to other issuers in exchange offers like ours. We cannot guarantee that the SEC would make a similar decision about our Exchange Offer. If our belief is wrong, you could incur liability under the Securities Act. We will not protect you against any loss incurred as a result of this liability under the Securities Act.

We have not entered into any arrangement or understanding with any person who will receive New Notes in the Exchange Offer to distribute those New Notes following completion of the Exchange Offer. We are not aware of any person that will participate in the Exchange Offer with a view to distribute the New Notes.



Restrictions on Sale by Broker-Dealers		If you are a broker-dealer that has received New Notes for your own account in exchange for Old Notes that were acquired as a result of market-making or other trading activities, you must acknowledge that you will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of New Notes. For a period of 90 days commencing on the day the Exchange Offer is consummated (or such shorter period during which participating broker-dealers are required by law to deliver such prospectus) we will make available a prospectus meeting the requirements of the Securities Act for use by broker-dealers in connection with any such resale.

Consequences of Not Exchanging Old Notes for New Notes		If you are eligible to participate in the Exchange Offer and you do not tender your Old Notes, you will not have any further registration or exchange rights and your Old Notes will continue to be subject to transfer restrictions. These transfer restrictions and the availability of New Notes could adversely affect the trading market for your Old Notes. The Old Notes and the New Notes will not be fungible. To the extent that Old Notes are tendered and accepted in the Exchange Offer, the trading market for any remaining Old Notes may (and likely will) be adversely affected. See “Risk Factors—Risks Relating to the Exchange Offer”.

Use of Proceeds		We will not receive any cash proceeds from the Exchange Offer.

Exchange Agent and Information Agent		Global Bondholder Services Corporation is serving as the exchange agent and information agent for the Exchange Offer for the Old Notes (the “ exchange agent ” or the “ information agent ”).

No Recommendation		None of the AB InBev Group, the information agent, the exchange agent and the trustee under our Indenture makes any recommendation in connection with the Exchange Offer as to whether any holder of Old Notes should tender or refrain from tendering all or any portion of the principal amount of that holder’s Old Notes, and no one has been authorized by any of them to make such a recommendation.

Risk Factors		For risks related to the Exchange Offer, please read the section entitled “Risk Factors” beginning on page 11 of this prospectus. Additionally, see the sections entitled “Risk Factors” in our 2016 Annual Report on Form 20-F for the fiscal year ended 31 December 2016 as well as factors contained or incorporated by reference into such documents and in our subsequent filings with the SEC.

We may be required to amend or supplement this prospectus at any time to add, update or change the information contained in this prospectus. You should read this prospectus and any amendment or supplement hereto, together with the documents incorporated by reference herein and the additional information described under “Where You Can Find More Information.”

The New Notes

The following summary contains basic information about the New Notes. It does not contain all of the information that may be important to you. For a more complete description of the terms of the New Notes, see “Description of the New Notes and Guarantees.”


Issuer		Anheuser-Busch InBev Worldwide Inc.

Parent Guarantor		Anheuser-Busch InBev SA/NV

Subsidiary Guarantors		Anheuser-Busch Companies, LLC; Anheuser-Busch InBev Finance Inc.; Brandbev S.à r.l.; Brandbrew S.A.; Cobrew NV

Securities Offered		$1,735,171,000 aggregate principal amount of 4.439% senior notes due 2048

Interest Rates; Interest Payment Dates; Maturity Dates		The New Notes will have the same interest rates, maturity dates, optional redemption prices and interest payment dates as the Old Notes for which they are being offered in exchange. The New Notes will mature on 6 October 2048.

Ranking of the New Notes		The New Notes will be senior unsecured obligations of the Issuer and will rank equally with all other existing and future unsecured and unsubordinated debt obligations of the Issuer.

Optional Redemption of the New Notes		Prior to 6 April 2048 (six months prior to the maturity date of the New Notes) (the “ Par Call Date ”), the New Notes may be redeemed at any time, at the Issuer’s option, as a whole or in part, upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to the greater of: (i) 100% of the aggregate principal amount of the New Notes to be redeemed; and (ii) as determined by the Independent Investment Banker (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest on the New Notes to be redeemed as if the New Notes to be redeemed matured on the Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points; plus , in each case described above, accrued and unpaid interest on the principal amount being redeemed to (but excluding) the date of redemption.


		On or after the Par Call Date (six months prior to the maturity date of the New Notes), the New Notes will be redeemable as a whole or in part, at the Issuer’s option at any time and from time to time, at a redemption price equal to 100% of the principal amount of the New Notes being redeemed, plus accrued and unpaid interest on the principal amount being redeemed to (but excluding) the date of redemption. Accrued but unpaid interest will be payable to the redemption date. For a more complete description of the redemption provisions of the New Notes, see “Description of the New Notes and Guarantees—Redemption—Optional Redemption of the New Notes.”

Guarantee		The New Notes will benefit from a full and unconditional guarantee (a “ Guarantee ”) by the Parent Guarantor and the Subsidiary Guarantors (collectively referred to as the “Guarantors”), subject to certain customary release provisions. Accordingly, the New Notes will have the same obligor group as the Old Notes. Under the Guarantees, the Guarantors will guarantee to each holder of the New Notes the due and punctual payment of any principal, accrued and unpaid interest (and all Additional Amounts, as defined below, if any) due under the debt securities in accordance with the Indenture. Each Guarantor will also pay Additional Amounts (if any) in respect of payments under its Guarantee. The Guarantees will be unsecured and unsubordinated general obligations of the Guarantors. The Guarantees will rank pari passu among themselves, without any preference of one over the other by reason of priority of date of issue or otherwise, and at least equally with all other unsecured and unsubordinated general obligations of the Guarantors from time to time outstanding. See “Description of the New Notes and Guarantees—Guarantees”.

Additional Amounts		To the extent any Guarantor is required to make payments in respect of the New Notes, such Guarantor will make all payments in respect of the New Notes without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax (the “ Relevant Taxing Jurisdiction ”) unless such withholding or deduction is required by law, in which event, such Guarantor will pay to the noteholders (the “ Holders ”) such additional amounts (the “ Additional Amounts ”) as shall be necessary in order that the net amounts received by the Holders, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction, except that no such Additional Amounts shall be payable on account of any taxes or duties in the circumstances described in the prospectus


		under “Description of the New Notes and Guarantees—Additional Amounts.” References to principal or interest in respect of the New Notes include any Additional Amounts, which may be payable as set forth in the Indenture. The covenant regarding Additional Amounts will not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, but shall apply to the Issuer at any time that the Issuer is incorporated in any jurisdiction outside the United States.

Optional Tax Redemption		Each series of New Notes may be redeemed at any time, at the Issuer’s or the Parent Guarantor’s option, as a whole, but not in part, upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the New Notes of such series then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the redemption date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a Relevant Taxing Jurisdiction or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the issue date (any such change or amendment, a “Change in Tax Law”), the Issuer or (if a payment were then due under a Guarantee, the relevant Guarantor) would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the Issuer (or the relevant Guarantor) taking reasonable measures available to it, provided, however, that any series of New Notes may not be redeemed to the extent such Additional Amounts arise solely as a result of the Issuer assigning its obligations under such New Notes to a Substitute Issuer (as defined in “Description of the New Notes and Guarantees”), unless this assignment to a Substitute Issuer is undertaken as part of a plan of merger by the Parent Guarantor. No notice of redemption may be given earlier than 90 days prior to the earliest date on which the Issuer or the Guarantor would be obligated to pay the Additional Amounts if a payment in respect of such series of New Notes were then due.

Denominations		We will issue the New Notes in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.

Form and Settlement		The Notes will be issued only in registered, book-entry form. There will be Global Notes deposited with a common depositary for DTC for the New Notes.



Further Issues		We may from time to time, without notice to, or the consent of, the holders of any series of the New Notes, create and issue further notes ranking equally and ratably with such series in all respects, or in all respects except for the payment of interest accruing prior to the issue date or except for the first payment of interest following the issue date of those further notes. Any further notes will have the same terms as to status, redemption or otherwise as, and will be fungible for United States federal income tax purposes with, the New Notes. Any further New Notes shall be issued pursuant to a resolution of the ABIWW board of directors, a supplement to the Indenture, or under an officers’ certificate pursuant to the Indenture.

Governing Law		The New Notes, the Guarantees and the Indenture will be governed by the laws of the State of New York.

Trustee		The trustee for the New Notes will be The Bank of New York Mellon Trust Company, N.A.

RISK FACTORS

An investment in the New Notes involves a high degree of risk, including, but not limited to, the risks described below. In addition, you should carefully consider, among other things, the matters discussed under the sections entitled “Risk Factors” in our Annual Report on Form 20-F for the fiscal year ended 31 December 2016 as well as the other information incorporated by reference in this prospectus. The risks and uncertainties described below and in the foregoing documents are not the only risks and uncertainties we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of the following risks actually occur, our business, financial condition and results of operations could suffer. As a result, the trading price of the New Notes could decline, perhaps significantly, and you could lose all or part of your investment. The risks discussed below also include forward-looking statements and our actual results may differ substantially from those discussed in these forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements.”

Risks Relating to the Exchange Offer

Our board of directors has not made a recommendation as to whether you should tender your Old Notes in exchange for New Notes in the Exchange Offer, and we have not obtained a third-party determination that the Exchange Offer is fair to holders of our Old Notes.

Our board of directors has not made, and will not make, any recommendation as to whether holders of Old Notes should tender their Old Notes in exchange for New Notes pursuant to the Exchange Offer. We have not retained, and do not intend to retain, any unaffiliated representative to act solely on behalf of the holders of the Old Notes for purposes of negotiating the terms of this Exchange Offer, or preparing a report or making any recommendation concerning the fairness of this Exchange Offer. Therefore, if you tender your Old Notes, you may not receive more than or as much value as if you chose to keep them. Holders of Old Notes must make their own independent decisions regarding their participation in the Exchange Offer.

Late deliveries of Old Notes and other required documents could prevent you from exchanging your Old Notes.

Holders are responsible for complying with all procedures of the Exchange Offer. The issuance of New Notes in exchange for Old Notes will occur only upon completion of the procedures described in “The Exchange Offer—Procedures For Tendering Old Notes”. Therefore, holders of Old Notes who wish to exchange them for New Notes should allow sufficient time for timely completion of the exchange procedure. Neither we nor the exchange agent are obligated to extend the Exchange Offer or notify you of any failure to follow the proper procedure or waive any defect if you fail to follow the proper procedure.

If you do not properly tender your Old Notes, you will continue to hold unregistered Old Notes and your ability to transfer Old Notes will continue to be subject to transfer restrictions, which may adversely affect their market price.

If you do not properly tender your Old Notes for New Notes in the Exchange Offer, you will continue to be subject to restrictions on the transfer of your Old Notes. In general, the Old Notes may not be offered or sold unless they are registered under the Securities Act, as well as applicable state securities laws, or exempt from registration thereunder. Except as required by the Registration Rights Agreement, we do not intend to register resales of the Old Notes under the Securities Act. You should refer to “The Exchange Offer—Procedures For Tendering Old Notes” for information about how to tender your Old Notes. The tender of Old Notes under the Exchange Offer will reduce the outstanding amount of each series of the Old Notes, which may have an adverse effect upon, and increase the volatility of, the market prices of the Old Notes due to a reduction in liquidity.

The Exchange Offer will result in reduced liquidity for any Old Notes that are not exchanged.

To the extent the Exchange Offer is successful, the trading market for the Old Notes that are not tendered and exchanged will become very limited or cease to exist altogether due to the reduction in the principal amount of Old Notes outstanding after the consummation of the Exchange Offer, which might adversely affect the liquidity and market price of such Old Notes. The Old Notes may trade at a significant discount depending on prevailing interest rates, the market for Old Notes with similar credit features, our performance and other factors. Furthermore, the prices at which any such trading occurs in the Old Notes could be extremely volatile. Holders of Old Notes not tendered and exchanged may attempt to obtain quotations for their Old Notes from their brokers; however, there can be no assurance that an active market in the Old Notes will exist or be maintained following consummation of the Exchange Offer and no assurance can be given as to the prices at which the Old Notes may trade.

If you are a broker-dealer, your ability to transfer the New Notes may be restricted.

A broker-dealer that purchased Old Notes for its own account as part of market-making or trading activities must comply with the prospectus delivery requirements of the Securities Act when it sells the New Notes. Our obligation to make this prospectus available to broker-dealers is limited. Consequently, we cannot guarantee that a proper prospectus will be available to broker-dealers wishing to resell their New Notes.

Risks Relating to Our Business

For a description of the risks associated with AB InBev and the AB InBev Group, see the section entitled “Risk Factors” in our Annual Report on Form 20-F for the fiscal year ended 31 December 2016 as well as the other information incorporated by reference in this prospectus.

USE OF PROCEEDS

We will not receive any proceeds from the exchanges of the New Notes for the Old Notes pursuant to the Exchange Offer. In exchange for issuing the New Notes as contemplated in this prospectus, we will receive the tendered Old Notes. The Old Notes surrendered in connection with the Exchange Offer will be retired and cancelled.

CAPITALIZATION OF THE AB INBEV GROUP

The following table shows our cash and cash equivalents and capitalization as of 31 December 2016 and on an as adjusted basis to give effect to (i) the issuance on 15 May 2017 (the “ May 2017 CAD Issuance ”) by Anheuser-Busch InBev Worldwide Inc. of CAD 2,000 million aggregate principal amount of bonds, (ii) the issuance on 24 May 2017 (the “ May 2017 GBP Issuance ”) by Anheuser-Busch InBev SA/NV of GBP 2,250 million aggregate principal amount of bonds, (iii) the net issuance of $68 million of commercial paper, (iv) $3,942 million in noncurrent unsecured bond issuances becoming current interest-bearing liabilities, (v) the repayment of bonds maturing in January 2017 and March 2017 in the aggregate principal amount of $1,442 million and (vi) the repayment of $6,000 of the Term Facility B due 2021 under our Committed Senior Acquisition Facilities agreement. This information reflects only the adjustments detailed in the foregoing sentence and should be read in conjunction with the consolidated financial statements and the accompanying notes of AB InBev incorporated by reference into this prospectus and the unaudited pro forma condensed combined financial information included in this prospectus.


	As of 31 December 2016		As adjusted
	(USD million, unaudited)		(USD million, unaudited)
Cash and cash equivalents, less bank overdrafts ^{(1)(2)(3)(5)(6)}		8,395		5,346

Current interest-bearing liabilities
Secured bank loans		652		652
Commercial papers ⁽³⁾		2,053		2,121
Unsecured bank loans		1,396		1,396
Unsecured bond issues ⁽⁴⁾⁽⁵⁾		4,481		6,981
Unsecured other loans		10		10
Finance lease liabilities		26		26
Non-current interest-bearing liabilities
Secured bank loans		210		210
Unsecured bank loans ⁽⁶⁾		8,266		2,266
Unsecured bond issues ^(1)(2)(4)		105,146		105,529
Unsecured other loans		111		111
Finance lease liabilities		208		208

Total interest-bearing liabilities		122,559		119,510

Equity attributable to our equity holders		71,339		71,339
Non-controlling interests		10,086		10,086

Total Capitalization:		203,984		200,935

Notes:

(1)	After 31 December 2016, we used the net proceeds from May 2017 CAD Issuance of $1,479 million for general corporate purposes. This resulted in an increase to our non-current unsecured bond issues and our cash and cash equivalents, less bank overdrafts, of $1,479 million.

(2)	After 31 December 2016, we used the net proceeds from May 2017 GBP Issuance of $2,846 million for general corporate purposes. This resulted in an increase to our non-current unsecured bond issues and our cash and cash equivalents, less bank overdrafts, of $2,846 million.

(3)	After 31 December 2016, as a result of repayments/issuances, our commercial paper was increased by a net amount of $68 million and our cash and cash equivalents, less bank overdrafts, increased by $68 million.

(4)	After 31 December 2016, $3,942 million of our non-current unsecured bond issues became current interest-bearing liabilities, resulting in our current unsecured bond issues increasing by $3,942 million and our non-current unsecured bond issues decreasing by $3,942 million.

(5)	After 31 December 2016, we repaid bonds maturing in January 2017 and March 2017 in the aggregate principal amount of $1,442 million. Such repayments decreased our current unsecured bond issues and our cash and cash equivalents, less bank overdrafts, by $1,442 million.

(6)	After 31 December 2016, we repaid $6,000 of the Term Facility B due 2021 under our Committed Senior Acquisition Facilities agreement. Such repayments decreased our non-current unsecured bank loans and our cash and cash equivalents, less bank overdrafts, by $6,000 million.

RATIOS OF EARNINGS TO FIXED CHARGES

The following table sets out our ratios of earnings to fixed charges for each of the five years ended 31 December 2016, 2015, 2014, 2013 and 2012 based on information derived from our consolidated financial statements, which are prepared in accordance with International Financial Reporting Standards (“ IFRS ”).


	Year ended 31 December
	2016		2015		2014		2013		2012
Earnings:
Profit from operations before taxes and share of results of associates		4,318		12,451		13,792		18,240		10,380
Add: Fixed charges (below)		4,608		2,200		2,366		2,389		2,361
Less: Interest capitalized (below)		12		28		39		38		57

Total earnings		8,914		14,623		16,119		20,591		12,684

Fixed charges:
Interest expense and similar charges		4,080		1,805		1,969		2,005		2,008
Accretion expense		468		289		266		261		209
Interest capitalized		12		28		39		38		57
Estimated interest portion of rental expense		48		78		92		85		87

Total fixed charges		4,608		2,200		2,366		2,389		2,361

Ratio of earnings to fixed charges		1.93		6.65		6.81		8.62		5.37

The ratio of earnings to fixed charges represents the number of times fixed charges are covered by earnings. For purposes of computing this ratio, earnings consist of profit from operations before taxes and share of results of associates and joint ventures, plus fixed charges, minus interest capitalized during the period. Fixed charges consist of interest and accretion expense, interest on finance lease obligations, interest capitalized, plus one-third of rent expense on operating leases, estimated by us as representative of the interest factor attributable to such rent expense.

We did not have any preferred stock outstanding and did not pay or accrue any preferred stock dividends during the periods presented above.

THE EXCHANGE OFFER

The terms and conditions of the Exchange Offer are set forth in the following description and the letter of transmittal accompanying this prospectus. The following summary of the Registration Rights Agreement and letter of transmittal is not complete and is subject to, and is qualified in its entirety by, all of the provisions of the Registration Rights Agreement and the letter of transmittal, each of which is filed as an exhibit to the registration statement of which this prospectus is part. We urge you to read the entire Registration Rights Agreement carefully.

Purpose and Effect of the Exchange Offer

On 6 April 2017 and 22 April 2017, Anheuser-Busch InBev Worldwide Inc. issued $1,735,171,000 aggregate principal amount of 4.439% notes due 2048 (the “ Old Notes ”) under the indenture, dated as of 16 December 2016, among the Issuer, each of the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee, principal paying agent, transfer agent and registrar (the “ Old Notes Trustee ”) in a private offering, subject to certain limitations, irrevocably guaranteed by Anheuser-Busch InBev SA/NV and the Subsidiary Guarantors. We are offering to exchange the outstanding Old Notes of each series for our $1,735,171,000 principal amount of 4.439% notes due 2048, subject to certain limitations, irrevocably guaranteed by Anheuser-Busch InBev SA/NV and the Subsidiary Guarantors, which have been registered under the Securities Act (the “ New Notes ”). The offer to exchange Old Notes for New Notes of the corresponding series is referred to as the “ Exchange Offer ”.

In connection with the sale of the Old Notes, the Issuer, the Guarantors and the Dealer Managers (as such term is used in the Registration Rights Agreement) entered into a Registration Rights Agreement, dated 6 April 2017 (the “ Registration Rights Agreement ”).

Registration Rights

The following description is a summary of the material provisions of the Registration Rights Agreement. This description does not restate that agreement in its entirety. We urge you to read the Registration Rights Agreement in its entirety because it, and not this description, defines your registration rights as holders of the Old Notes. See Exhibit 4.4 of this Form F-4.

Pursuant to the Registration Rights Agreement, the Issuer and the Guarantors have agreed to file with the SEC the registration statement of which this prospectus is a part. We have agreed in the Registration Rights Agreement to use commercially reasonable efforts to amend and supplement this prospectus in order to allow broker-dealers receiving New Notes in exchange for Old Notes in connection with the Exchange Offer and other persons, if any, with similar prospectus delivery requirements to use this prospectus in connection with the resale of New Notes for a period commencing on the day the Exchange Offer is consummated and continuing for 90 days (or such shorter period during which such broker-dealers are required by law to deliver such prospectus).

The Issuer and the Guarantors have agreed pursuant to the Registration Rights Agreement that they will, subject to certain exceptions:

use their commercially reasonable efforts to file with the SEC the Form F-4, or, if applicable, some other registration statement, and all amendments and supplements to such registration statement, including this prospectus, all exhibits hereto and all documents incorporated by reference (the “ Exchange Offer Registration Statement ”) with respect to a registered offer to exchange Old Notes for New Notes;

use their commercially reasonably efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act by 7 March 2018, 335 days after the first issue date of the Old Notes;

use their commercially reasonable efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer;

use their commercially reasonable efforts to cause the Exchange Offer, if they have been commenced, to be consummated by 6 April 2018, 365 days after the first issue date for the Old Notes; and

keep the Exchange Offer open for a period of not less than 20 business days (or longer if required by applicable law) after the date notice of the Exchange Offer is mailed to the holders of the Old Notes.

In the event that:

upon any change in law, SEC rules or regulations or applicable interpretations thereof by the staff of the SEC, the Issuer determines after consultation with its outside counsel that it is not permitted to effect the Exchange Offer; or

for any other reason the Issuer does not consummate the Exchange Offer within 365 days after the first issue date of the Old Notes; or

upon the written request of any Dealer Manager holding Old Notes that are not eligible to be exchanged for New Notes in the Exchange Offer and held by it following the consummation of the Exchange Offer; or

upon notice by any holder of Old Notes other than a Dealer Manager given to the Issuer in writing during the period during which the Exchange Offer is open that (A) due to a change in law or SEC policy it is not entitled to participate in the Exchange Offer, (B) due to a change in law or SEC policy it may not resell the New Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and this prospectus is not appropriate or available for such resales by such holder or (C) it is a broker-dealer and owns Old Notes acquired directly from the Issuer or an affiliate of the Issuer;

then, the Issuer and the Guarantors will, subject to certain exceptions,

as promptly as practicable, use their commercially reasonable efforts to file a shelf registration statement (the “ Shelf Registration Statement ”) covering resales of the Old Notes on or prior to the 30th day after such filing obligation arises;

use their commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective as promptly as practicable after filing and, in any event, on or prior to the 90th calendar day after such filing obligation arises (but in no case earlier than 7 March 2018, 335 days after the issue date of the Old Notes); and

use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the earliest of:

(a)

one year from the date the filing obligation arises; and

(b)

the time when all Old Notes registered thereunder are disposed of in accordance therewith, or cease to be outstanding.

The Issuer will, in the event that a Shelf Registration Statement is filed, among other things, provide to each holder for whom such Shelf Registration Statement was filed copies of the prospectus which is a part of the Shelf Registration Statement, notify each holder when the Shelf Registration Statement has become effective and take certain other actions as are required to permit unrestricted resales of the Old Notes, as the case may be. In certain circumstances, the Issuer may suspend its obligations for up to two periods of up to 45 consecutive days (except for the consecutive 45-day period immediately prior to the maturity of the Old Notes), but not more than an aggregate of 60 days during any 365-day period, in relation to the Shelf Registration Statement if the Issuer’s Board of Directors determines in good faith that there is a valid purpose for the suspension, subject to the provisions described below relating to Registration Defaults. A holder selling such Old Notes pursuant to the Shelf Registration Statement generally would be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the Registration Rights Agreement that are applicable to such holder (including certain indemnification obligations).

Interest Penalty

If any of the following events occur (each such event a “ Registration Default ”), the Issuer will pay additional cash interest on the applicable Old Notes, subject to certain exceptions, from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured if:

the Exchange Offer Registration Statement has not been declared effective by 7 March 2018, the 335th calendar day following the first issue date for the Old Notes;

the Exchange Offer is not consummated by 6 April 2018, the 365th calendar day following the first issue date for the Old Notes; or

the Shelf Registration Statement is not declared effective within the time frame specified above.

If a Registration Default exists, the interest rate on the Old Notes will increase by 0.25% per annum while a Registration Default is continuing immediately following the occurrence of such Registration Default.

If a Shelf Registration Statement is declared effective but becomes unusable for any reason, and the aggregate number of days in any consecutive 12-month period for which the Shelf Registration Statement is not usable exceeds 30 days in the aggregate, then the interest rate borne by the Old Notes subject to the Shelf Registration Statement will be increased by 0.25% per annum of the principal amount of the Old Notes for the first 30-day period (or portion thereof) beginning on the 31st such day that such Shelf Registration Statement ceases to be usable. Upon the Shelf Registration Statement once again becoming usable, the interest rate borne by the Old Notes registered thereon will be reduced to the original interest rate.

All accrued additional cash interest will be paid by the Issuer on the next scheduled interest payment date to Depository Trust Corporation (“ DTC ”) or its nominee by wire transfer of immediately available funds.

All references in the Indenture, in any context, to any interest or other amount payable on or with respect to the Old Notes shall be deemed to include any additional interest payable pursuant to the Registration Rights Agreement, as described above.

Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, for each $1,000 principal amount of Old Notes properly surrendered and not withdrawn before the expiration date of the Exchange Offer, we will issue $1,000 principal amount of New Notes of the corresponding series. Holders may tender some or all of their Old Notes pursuant to the Exchange Offer in denominations of integral multiples of $1,000. The Exchange Offer is not conditioned upon any minimum aggregate principal amount of Old Notes being tendered.

The form and terms of the New Notes will be the same as the form and terms of the Old Notes except that:

•

the New Notes will have a different CUSIP number from the Old Notes;

•

the New Notes will be registered under the Securities Act and, therefore, the global securities representing the New Notes will not bear legends restricting the transfer of interests in the New Notes;

•

the New Notes will not be subject to the registration rights relating to the Old Notes; and

•

the New Notes will not benefit from payment of additional interest in the cases described above.

The New Notes will evidence the same indebtedness as the Old Notes they replace, and will be issued under, and be entitled to the benefits of, the Indenture. As a result, the Old Notes and the equivalent series of New Notes will be treated as a single series of notes under the Indenture for the purposes of voting and consenting to any matters affecting such series.

No interest will be paid on either the New Notes or the Old Notes at the time of the exchange. The New Notes will accrue interest from and including the last interest payment date on which interest has been paid on the Old Notes or, if no interest has been paid on the Old Notes, from the date of original issue of the Old Notes. Accordingly, the holders of Old Notes that are accepted for exchange will not receive accrued but unpaid interest on Old Notes at the time of tender. Rather, that interest will be payable on the New Notes delivered in exchange for the Old Notes on the first interest payment date after the expiration date of the Exchange Offer.

Under existing SEC interpretations, the New Notes would generally be freely transferable after the Exchange Offer without further registration under the Securities Act, except that broker-dealers receiving the New Notes in the Exchange Offer will be subject to a prospectus delivery requirement with respect to their resale. This view is based on interpretations by the staff of the SEC in interpretative letters issued to other issuers in exchange offers like this one. We have not, however, asked the SEC to consider this particular Exchange Offer in the context of an interpretative letter. Therefore, the SEC might not treat it in the same way it has treated other exchange offers in the past. You will be relying on the interpretative letters that the SEC has issued to third parties in circumstances that we believe are similar to ours. Based on these interpretative letters, the following conditions must be met in order to receive freely transferable New Notes:

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you must not be a broker-dealer that acquired the Old Notes from us or in market-making transactions or other trading activities;

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you must acquire the New Notes in the ordinary course of your business;

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you must not be participating, and do not intend to participate, and have no arrangements or understandings with any person to participate in, the distribution of the New Notes within the meaning of the Securities Act; and

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you must not be an affiliate of ours, as defined under Rule 405 of the Securities Act.

By tendering your Old Notes as described in “—Procedures for Tendering Old Notes”, you will be representing to us that you satisfy all of the above-listed conditions. If you do not satisfy all of the above-listed conditions:

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you cannot rely on the position of the SEC set forth in the interpretative letters referred to above; and

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you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale of the New Notes.

For a full list of the representations that each tendering holder of Old Notes must make in order to participate in the Exchange Offer, see “—Representations on Tendering Old Notes”

The SEC considers broker-dealers that acquired Old Notes directly from us, but not as a result of market-making activities or other trading activities, to be making a distribution of the New Notes if they participate in the Exchange Offer. Consequently, these broker-dealers must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale of the New Notes.

A broker-dealer that has bought Old Notes for market-making or other trading activities must comply with the prospectus delivery requirements of the Securities Act in order to resell any New Notes it receives for its own account in the Exchange Offer. The SEC has taken the position that broker-dealers may use this prospectus to fulfill their prospectus delivery requirements with respect to the New Notes. We have agreed in the Registration Rights Agreement to make available a prospectus meeting the requirements of the Securities Act to any broker-dealer for use in connection with any such resale of the New Notes for a period of up to 90 days following the consummation of the Exchange Offer (or for such shorter period of time during which such broker-dealer is required by law to deliver a prospectus).

The Exchange Offer will only be made, and the New Notes are only being offered to, holders of the Old Notes which are located or resident in any Member State of the European Economic Area which are “qualified investors” as defined in the Prospectus Directive.

In addition, the applicable provisions of the UK’s Financial Services and Markets Act 2000 (the “FSMA”) must be complied with in respect of anything done in relation to the Exchange Offer in, from or otherwise involving the UK.

Unless you are required to do so because you are a broker-dealer, you may not use this prospectus for an offer to resell, resale or other retransfer of New Notes. We are not making these Exchange Offer to, nor will we accept tenders for exchange from, holders of Old Notes in any jurisdiction in which the Exchange Offer or the acceptance of it would not be in compliance with the securities or blue sky laws of that jurisdiction.

Holders of Old Notes do not have appraisal or dissenters’ rights under state law or under the Indenture in connection with the Exchange Offer. We intend to conduct the Exchange Offer in accordance with the applicable requirements of Regulation 14E under the Exchange Act.

Expiration Date; Extensions; Amendments

The expiration date for the Exchange Offer is 5:00 p.m., New York City time, on , 2017, unless we extend the expiration date with respect to the Exchange Offer. We may extend the expiration date of the Exchange Offer in our sole discretion. If we so extend the expiration date, the term “expiration date” shall mean the latest date and time to which we extend the Exchange Offer.

With respect to the Exchange Offer, we reserve the right, in our sole discretion:

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to, prior to the expiration date, delay accepting any Old Notes;

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to extend the Exchange Offer; or

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to amend the terms of the Exchange Offer in any way we determine.

We will give oral notice promptly followed by written notice of any delay, extension or termination to the exchange agent. In addition, we will give, as promptly as practicable, oral or written notice regarding any delay in acceptance, extension or termination of the Exchange Offer to the registered holders of Old Notes. If we amend the Exchange Offer in a manner that we determine to constitute a material change, or if we waive a material condition, we will (i) promptly disclose the amendment or waiver in a manner reasonably calculated to inform the holders of the applicable series of Old Notes of the amendment or waiver and (ii) extend the Exchange Offer if necessary so that at least five business days remain in the Exchange Offer following notice of the material change, or as otherwise required by law.

We intend to make public announcements of any delay in acceptance, extension, termination, amendment or waiver regarding the Exchange Offer prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date for the Exchange Offer.

Conditions to the Exchange Offer

Notwithstanding any other provisions of the Exchange Offer, or any extension of the Exchange Offer, we will not be required to accept for exchange, or to exchange any New Notes for, any Old Notes and we may terminate the Exchange Offer or, at our option, modify, extend or otherwise amend the Exchange Offer, if any of the following conditions are not satisfied at or prior to the Expiration Date:

(1) In our reasonable judgment, no action or event has occurred or been threatened (including a default under an agreement, indenture or other instrument or obligation to which we or one of our affiliates is a party or

by which we or on of our affiliates is bound), no action is pending, no action has been taken, and no statute, rule, regulation, judgment, order, stay, decree or injunction has been promulgated, enacted, entered, enforced or deemed applicable to the Exchange Offer or the exchange of Old Notes for New Notes under the Exchange Offer by or before any court or governmental regulatory or administrative agency, authority, or tribunal, which either:

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challenges the making of the Exchange Offer or the exchange of Old Notes for New Notes under the Exchange Offer or might, directly or indirectly, prohibit, prevent, restrict or delay consummation of, or might otherwise adversely affect in any material manner, the Exchange Offer or the exchange of Old Notes for New Notes under the Exchange Offer; or

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in our reasonable judgment, could materially affect the business, condition (financial or otherwise), income, operations, properties, assets, liabilities or prospects of AB InBev and its subsidiaries, taken as a whole, or materially impair the contemplated benefits to AB InBev of the Exchange Offer or the exchange of Old Notes for New Notes under the Exchange Offer;

(2) None of the following has occurred:

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the SEC has issued a stop order which would suspend the effectiveness of the registration statement of which this prospectus forms a part or the qualification of the applicable indenture governing the New Notes under the Trust Indenture Act of 1939;

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any general suspension of, or limitation on, trading in securities on any United States national securities exchanges or in the over the counter market (whether or not mandatory);

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a declaration of a banking moratorium or any suspension of payments in respect of banks by federal or state authorities in the United States (whether or not mandatory);

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any material adverse change in the United States’ securities or financial markets generally; or

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in the case of any of the foregoing existing at the time of the commencement of the Exchange Offer, a material acceleration or worsening thereof; and

(3) The Trustee (as defined below) under our Indenture has not objected in any respect to, or taken any action that could in our reasonable judgment adversely affect the consummation of, either of the Exchange Offer, nor has the Trustee taken any action that challenges the validity or effectiveness of the procedures used by us in making the Exchange Offer.

We expressly reserve the right to amend or terminate the Exchange Offer and to reject for exchange any Old Notes not previously accepted for exchange, upon the occurrence of any of the conditions of the Exchange Offer specified above. We will give oral or written notice (with any oral notice to be promptly confirmed in writing) of any amendment, non-acceptance, termination or waiver to the Exchange Agent as promptly as practicable, followed by a timely press release.

These conditions are for our sole benefit, and except as set forth below, may be waived by us, in whole or in part in our sole discretion. Any determination made by us concerning these events, developments or circumstances shall be conclusive and binding. We may, at our option and in our sole discretion, waive any such conditions except for the condition that the registration statement of which this prospectus forms a part is not subject to a stop order or any proceedings for that purpose.

All conditions to the Exchange Offer must be satisfied or, where permitted, waived, at or by the Expiration Date. In addition, we may in our absolute discretion, subject to applicable law, terminate the Exchange Offer for any other reason.

If any of the foregoing conditions are not satisfied, we may, at any time at or prior to the Expiration Date:

(1) terminate the Exchange Offer and promptly return all tendered Old Notes to the respective tendering holders;

(2) modify, extend or otherwise amend the Exchange Offer and retain all tendered Old Notes until the Expiration Date, as extended, subject, however, to the withdrawal rights of holders; or

(3) waive the unsatisfied conditions, except for the condition that the registration statement of which this prospectus forms a part is not subject to a stop order or any proceedings for that purpose, with respect to the Exchange Offer and accept all Old Notes tendered and not previously validly withdrawn.

Effect of Tender

Any tender of an Old Note by a noteholder that is not validly withdrawn prior to the Expiration Date will constitute a binding agreement between that holder and the Issuer, upon the terms and subject to the conditions of the Exchange Offer, which agreement will be governed by, and construed in accordance with, the laws of the State of New York. The acceptance of the Exchange Offer by a tendering holder of Old Notes will constitute the agreement by a tendering holder to deliver good and marketable title to the tendered Old Notes, free and clear of all liens, charges, claims, encumbrances, interests and restrictions of any kind.

Acceptance of Old Notes for Exchange; New Notes

Assuming the conditions to the Exchange Offer are satisfied (including that the registration statement on Form F-4 of which this prospectus forms a part has been declared effective) or, where permitted, waived, the Issuer will issue New Notes in book-entry form promptly on the Settlement Date (in exchange for Old Notes that are properly tendered (and not validly withdrawn) before the Expiration Date and accepted for exchange).

We will be deemed to have accepted validly tendered Old Notes if and when we have given oral or written notice thereof to the exchange agent. Subject to the terms and conditions of the Exchange Offer, delivery of New Notes in connection with the exchange of Old Notes accepted by us will be made by the exchange agent on the Settlement Date upon receipt of such notice. The exchange agent will act as agent for participating holders of the Old Notes for the purpose of receiving Old Notes from, and transmitting New Notes to, such holders. If any tendered Old Notes are not accepted for any reason set forth in the terms and conditions of the Exchange Offer or if Old Notes are withdrawn prior to the Expiration Date of the Exchange Offer, such unaccepted or withdrawn Old Notes will be returned without expense to the tendering holder promptly after the expiration or termination of the Exchange Offer.

Absence of Dissenters’ Rights of Appraisal

Holders of the Old Notes do not have any dissenters’ rights of appraisal in connection with the Exchange Offer.

Procedures for Tendering Old Notes

If you hold Old Notes and wish to have those notes exchanged for New Notes, you must validly tender (or cause the valid tender of) your Old Notes using the procedures described in this prospectus and in the accompanying letter of transmittal.

The procedures by which you may tender or cause to be tendered Old Notes will depend upon the manner in which you hold the Old Notes, as described below.

If you are a beneficial owner which holds Old Notes through Euroclear or Clearstream Luxembourg and wish to tender your Old Notes, you must instruct Euroclear or Clearstream Luxembourg, as the case may be, to block the account in respect of the tendered Old Notes in accordance with the procedures established by Euroclear or Clearstream Luxembourg. You are encouraged to contact Euroclear and Clearstream Luxembourg directly to ascertain their procedure for tendering Old Notes.

Old Notes Held with DTC by a DTC Participant

Pursuant to authority granted by DTC, if you are a DTC participant that has Old Notes credited to your DTC account and thereby held of record by DTC’s nominee, you may directly tender your Old Notes as if you were the record holder. Accordingly, references herein to record holders include DTC participants with Old Notes credited to their accounts. Within two business days after the date of this prospectus, the exchange agent for the Old Notes, Global Bondholder Services Corporation (the “ Exchange Agent ”), will establish accounts with respect to the Old Notes at DTC for purposes of the Exchange Offer.

Tenders of Old Notes will be accepted only in denominations of integral multiples of $1,000. No alternative, conditional or contingent tenders will be accepted.

Any DTC participant may tender Old Notes by effecting a book-entry transfer of the Old Notes to be tendered in the Exchange Offer into the account of the Exchange Agent at DTC and either (1) electronically transmitting its acceptance of the Exchange Offer through DTC’s ATOP procedures for transfer or (2) completing and signing the letter of transmittal according to the instructions contained therein and delivering it, together with any signature guarantees and other required documents, to the Exchange Agent at its address on the back cover page of this prospectus, in either case before the Expiration Date of the Exchange Offer.

If ATOP procedures are followed, DTC will verify each acceptance transmitted to it, execute a book-entry delivery to the Exchange Agent’s account at DTC and send an agent’s message to the Exchange Agent. An “agent’s message” is a message, transmitted by DTC to and received by the Exchange Agent and forming part of a book-entry confirmation, which states that DTC has received an express acknowledgement from a DTC participant tendering Old Notes that the participant has received and agrees to be bound by the terms of the letter of transmittal and that we may enforce the agreement against the participant. DTC participants following this procedure should allow sufficient time for completion of the ATOP procedures prior to the Expiration Date of the Exchange Offer. A letter of transmittal need not accompany tenders effected through ATOP; however, you will be bound by its terms just as if you had signed it.

The letter of transmittal (or facsimile thereof), with any required signature guarantees, or (in the case of book-entry transfer) an agent’s message in lieu of the letter of transmittal, and any other required documents, must be transmitted to and received by the Exchange Agent prior to the Expiration Date of the Exchange Offer at one of its addresses set forth on the back cover page of this prospectus. Delivery of these documents to AB InBev or DTC does not constitute delivery to the Exchange Agent.

Old Notes Held Through a Nominee by a Beneficial Owner

Currently, all of the Old Notes are held in book-entry form and can only be tendered by following the procedures described under “— Procedures for Tendering Old Notes—Old Notes Held with DTC by a DTC Participant”. However, any beneficial owner whose Old Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct it to tender on the owner’s behalf if it wishes to participate in the Exchange Offer. You should keep in mind that your intermediary may require you to take action with respect to the Exchange Offer a number of days before the Expiration Date in order for such entity to tender Old Notes on your behalf at or prior to the Expiration Date in accordance with the terms of the Exchange Offer.

Beneficial owners should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadlines for participation in the Exchange Offer. Accordingly, beneficial owners wishing to participate in the Exchange Offer should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the times by which such owner must take action in order to participate in the Exchange Offer.

Letter of Transmittal

Subject to and effective upon the acceptance for exchange and issuance of New Notes, in exchange for Old Notes tendered by a letter of transmittal in accordance with the terms and subject to the conditions set forth in this prospectus, by executing and delivering a letter of transmittal (or agreeing to the terms of a letter of transmittal pursuant to an agent’s message) a tendering holder of Old Notes:

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irrevocably sells, assigns and transfers to or upon the order of AB InBev all right, title and interest in and to, and all claims in respect of or arising or having arisen as a result of the holder’s status as a holder of, the Old Notes tendered thereby;

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represents and warrants that the Old Notes tendered were owned as of the date of tender, free and clear of all liens, charges, claims, encumbrances, interests and restrictions of any kind; and

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irrevocably constitutes and appoints the Exchange Agent the true and lawful agent and attorney-in-fact of the holder with respect to any tendered Old Note, with full powers of substitution and revocation (such power of attorney being deemed to be an irrevocable power coupled with an interest) to cause the Old Notes tendered to be assigned, transferred and exchanged in the Exchange Offer.

Proper Execution and Delivery of Letter of Transmittal

If you wish to participate in the Exchange Offer, delivery of your Old Notes, signature guarantees and other required documents are your responsibility. Delivery is not complete until the required items are actually received by the Exchange Agent. If you mail these items, we recommend that you (1) use registered mail properly insured with return receipt requested and (2) mail the required items in sufficient time to ensure timely delivery.

Except as otherwise provided below, all signatures on the letter of transmittal or a notice of withdrawal must be guaranteed by a recognized participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchange Medallion Program. Signatures on the letter of transmittal need not be guaranteed if:

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the letter of transmittal is signed by a DTC participant whose name appears on a security position listing of DTC as the owner of the Old Notes and the portion entitled “Special Issuance Instructions” on the letter of transmittal has not been completed; or

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the Old Notes are tendered for the account of an eligible institution. See Instruction 4 in the letter of transmission.

No alternative, conditional, irregular or contingent tenders will be accepted. By executing the letter of transmittal, or facsimile thereof, the tendering holders of Old Notes waive any right to receive any notice of the acceptance for exchange of their Old Notes. Tendering holders should indicate in the applicable box in the letter of transmittal the name, address and DTC participant number to which unexchanged Old Notes should be delivered by book-entry transfer, if different from the name and address of the person signing the letter of transmittal. If those instructions are not given, Old Notes not tendered or exchanged will be returned by book-entry transfer to the tendering holder.

Representations on Tendering Old Notes

All questions as to the validity, form, eligibility, including time of receipt, and acceptance and withdrawal of tendered Old Notes will be determined by us in our absolute discretion, which determination will be final and binding. We reserve the absolute right to reject any and all tendered Old Notes determined by us not to be in proper form or not to be tendered properly or any tendered Old Notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive, in our absolute discretion, any defects, irregularities or conditions of tender as to particular Old Notes, whether or not waived in the case of other Old Notes. Our interpretation of the terms and conditions of the Exchange Offer, including the terms and instructions in the letter of transmittal, will be final and binding on all parties.

Unless waived, any defects or irregularities in connection with tenders of Old Notes must be cured within the time we determine. Although we intend to notify holders of defects or irregularities with respect to tenders of Old Notes, none of we, the Exchange Agent or any other person will be under any duty to give that notification or shall incur any liability for failure to give that notification. Tenders of Old Notes will not be deemed to have been made until any defects or irregularities therein have been cured or waived.

In addition, we reserve the right, as set forth above under the caption “— Conditions to the Exchange Offer”, to terminate the Exchange Offer. By tendering, you will be representing, among other things, that:

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you are acquiring the New Notes issued in the Exchange Offer in the ordinary course of your business;

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if you are not a broker-dealer registered under the Exchange Act, you are not participating in or intend to participate in the distribution of the New Notes, and you do not intend to engage in and have no arrangement or understanding with any person to participate in the distribution of the New Notes to be issued in the Exchange Offer;

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if you are a broker-dealer registered under the Exchange Act, you did not purchase the Old Notes to be exchanged in the Exchange Offer from the Issuer or any of its affiliates, you will acquire the New Notes for your own account in exchange for Old Notes that you acquired as a result of market-making activities or other trading activities, and you will comply with the prospectus delivery requirements of the Securities Act in connection with a secondary resale of the New Notes, and you cannot rely on the position of the SEC’s staff in their interpretative letters and, in the European Economic Area, you will not make any offer or sale which will require the Issuer to publish a prospectus pursuant to Article 3 of the Prospectus Directive;

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you are not prohibited by any law or policy from participating in the Exchange Offer;

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you are not an affiliate of ours, as defined in Rule 405 under the Securities Act, or if you are such an “affiliate”, you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

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if you are located or resident in any Member State of the European Economic Area which has implemented the Prospectus Directive, you are a “qualified investor” as defined in the Prospectus Directive;

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you are not located or resident in the United Kingdom or, if you are located or resident in the United Kingdom, you are a person falling within the definition of investment professional (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or within Article 43(2) of the Order, or to whom this prospectus may lawfully be communicated in accordance with the Order; and

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you are not acting on behalf of someone who cannot truthfully and completely make such representations.

There are no guaranteed delivery procedures for the Exchange Offer. Holders must tender their New Notes via the ATOP system in accordance with the procedures of the letter of transmittal by the Expiration Date.

Withdrawal of Tenders

Tenders of Old Notes in connection with the Exchange Offer may be withdrawn at any time prior to the Expiration Date of the Exchange Offer. Tenders of Old Notes may not be withdrawn at any time thereafter.

Beneficial owners desiring to withdraw Old Notes previously tendered through the ATOP procedures should contact the DTC participant through which they hold their Old Notes. In order to withdraw Old Notes previously tendered, a DTC participant may, prior to the Expiration Date of the Exchange Offer, withdraw its instruction

previously transmitted through ATOP by (1) withdrawing its acceptance through ATOP, or (2) delivering to the exchange agent by mail, hand delivery or facsimile transmission, notice of withdrawal of such instruction. The notice of withdrawal must contain the name and number of the DTC participant, the Old Notes subject to the notice and the principal amount of Old Notes subject to the notice. Withdrawal of a prior instruction will be effective upon receipt of such notice of withdrawal by the exchange agent. All signatures on a notice of withdrawal must be guaranteed by a recognized participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchange Medallion Program, except that signatures on the notice of withdrawal need not be guaranteed if the Old Notes being withdrawn are held for the account of an eligible institution. A withdrawal of an instruction must be executed by a DTC participant in the same manner as such DTC participant’s name appears on its transmission through ATOP to which the withdrawal relates. A DTC participant may withdraw a tender only if the withdrawal complies with the provisions described in this section.

For a withdrawal to be effective for Euroclear or Clearstream Luxembourg participants, holders must comply with their respective standard operating procedures for electronic tenders and the exchange agent must receive an electronic notice of withdrawal from Euroclear or Clearstream Luxembourg. Any notice of withdrawal must specify the name and number of the account at Euroclear or Clearstream Luxembourg and otherwise comply with the procedures of Euroclear or Clearstream Luxembourg as applicable.

Withdrawals of tenders of Old Notes may not be rescinded and any Old Notes withdrawn will thereafter be deemed not validly tendered for purposes of the Exchange Offer. Properly withdrawn Old Notes, however, may be re-tendered by following the procedures described above at any time prior to the Expiration Date.

Miscellaneous

All questions as to the validity, form, eligibility (including time of receipt) and acceptance for exchange of any tender of Old Notes in connection with the Exchange Offer will be determined by us, in our sole discretion, and our determination will be final and binding. We reserve the absolute right to reject any or all tenders not in proper form or the acceptance for exchange of which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any defect or irregularity in the tender of any Old Notes in the Exchange Offer, and our interpretation of the terms and conditions of the Exchange Offer will be final and binding on all parties. None of the AB InBev Group, including the Exchange Agent, the Information Agent, the Old Notes Trustee or the trustee under the Indenture, or any other person, will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

Tenders of Old Notes involving any irregularities will not be deemed to have been made until such irregularities have been cured or waived. Old Notes received by the Exchange Agent in connection with the Exchange Offer that are not validly tendered and as to which the irregularities have not been cured or waived will be returned by the exchange agent to the participant who delivered such Old Notes by crediting an account maintained at either DTC, Euroclear or Clearstream, as applicable, designated by such participant, in either case promptly after the Expiration Date.

Transfer Taxes

We will pay all transfer taxes, if any, applicable to the transfer and sale of Old Notes to us in the Exchange Offer. If transfer taxes are imposed for any other reason, the amount of those transfer taxes, whether imposed on the registered holders or any other persons, will be payable by the tendering holder.

If the tendering holder does not provide us with satisfactory evidence of payment of or exemption from those transfer taxes, the amount of those transfer taxes will be billed directly to the tendering holder and/or withheld from any payments due with respect to the Old Notes tendered by such holder.

We may in the future seek to acquire non-exchanged Old Notes in the open market or privately negotiated transactions, through subsequent exchange offers or otherwise. The terms of any of those purchases or offers could differ from the terms of the Exchange Offer.

Exchange Agent

Global Bondholder Services Corporation has been appointed as the Exchange Agent for the Exchange Offer. All correspondence in connection with the Exchange Offer should be sent or delivered by each holder of Old Notes, or a beneficial owner’s custodian bank, depositary, broker, trust company or other nominee, to Global Bondholder Services Corporation at the address and telephone number set forth on the back cover page of this prospectus.

We will pay the Exchange Agent’s reasonable and customary fees for their services and will reimburse them for their reasonable, out-of-pocket expenses in connection therewith.

Information Agent

Global Bondholder Services Corporation has been appointed as the Information Agent for the Exchange Offer, and will receive customary compensation for its services.

Questions concerning tender procedures and requests for additional copies of this prospectus should be directed to the Information Agent at the address and telephone number set forth on the back cover page of this prospectus. Holders of any Old Notes issued in certificated form and that are held of record by a custodian bank, depositary, broker, trust company or other nominee may also contact such record holder for assistance concerning the Exchange Offer.

Other Fees and Expenses

The expenses of soliciting tenders with respect to the Old Notes will be borne by us. The principal solicitations are being made by mail; however, additional solicitations may be made by facsimile transmission, telephone or in person by officers and other of our employees.

Consequences of Failure to Properly Tender Old Notes in the Exchange

We will issue the New Notes in exchange for Old Notes under the Exchange Offer only after timely confirmation of book-entry transfer of the Old Notes into the Exchange Agent’s account and timely receipt by the Exchange Agent of an agent’s message and all other required documents specified in the letter of transmittal. Therefore, holders of the Old Notes desiring to tender Old Notes in exchange for New Notes should allow sufficient time to ensure timely delivery. We are under no duty to give notification of defects or irregularities of tenders of Old Notes for exchange or waive any such defects or irregularities.

Old Notes that are not tendered or that are tendered but not accepted by us will, following completion of the Exchange Offer, continue to be subject to the existing restrictions upon transfer under the Securities Act. In addition, any such Old Notes not exchanged for New Notes will remain outstanding and continue to accrue interest, but will not retain any rights under the Registration Rights Agreement (except as set forth therein with respect to the Initial Purchasers and certain broker-dealers).

Participation in the Exchange Offer is voluntary. In the event the Exchange Offer is completed, we will not be required to register the remaining Old Notes. Remaining Old Notes will continue to be subject to the following restrictions on transfer:

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holders may resell Old Notes only if an exemption from registration is available or, outside the United States, to non-U.S. persons in accordance with the requirements of Regulation S under the Securities Act; and

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the remaining Old Notes will bear a legend restricting transfer in the absence of registration or an exemption.

To the extent that Old Notes are tendered and accepted in connection with the Exchange Offer, any trading market for remaining Old Notes could be adversely affected.

Neither we nor our board of directors or similar body make any recommendation to holders of Old Notes as to whether to tender or refrain from tendering all or any portion of their Old Notes pursuant to the Exchange Offer. Moreover, no one has been authorized to make any such recommendation. Holders of Old Notes must make their own decision whether to tender pursuant to the Exchange Offer and, if so, the aggregate amount of Old Notes to tender, after reading this prospectus and the letter of transmittal and consulting with their advisors, if any, based on their own financial position and requirements.

DESCRIPTION OF THE NEW NOTES AND GUARANTEES

For purposes of this section “Description of the New Notes and Guarantees”, the terms “ we ”, “ us ”, and “ our ” shall refer to Anheuser-Busch Worldwide Inc., the Parent Guarantor, any Subsidiary Guarantor, and not any other member of the AB InBev Group. “ Holders ” shall refer to holders of the New Notes. The terms of the New Notes will include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939. The following is a summary of the material provisions of the Indenture and the New Notes. Because this is a summary, it may not contain all the information that is important to you. You should read the Indenture, which has been filed as an exhibit to our Annual Report on Form 20-F, in its entirety. See “Where You Can Find More Information”. All capitalized terms used but not defined herein are as defined in the Indenture.

General

The New Notes will be issued by Anheuser-Busch InBev Worldwide Inc. (the “ Issuer ”) and will be fully and unconditionally guaranteed by Anheuser-Busch InBev SA/NV (the “ Parent Guarantor ”), Anheuser-Busch InBev Finance Inc., Brandbev S.à r.l., Brandbrew S.A., Cobrew NV, and Anheuser-Busch Companies, LLC (the “ Subsidiary Guarantors ”, and together with the Parent Guarantor, the “ Guarantors ”), subject to certain customary release provisions. Accordingly, the New Notes will have the same obligor group as the Old Notes.

The New Notes will be issued under a supplemental indenture to the indenture, dated as of 16 December 2016 (as amended and supplemented, the “ Indenture ”), among the Issuer, each of the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee, principal paying agent, transfer agent and registrar (the “ Trustee ”). This information, however, does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the New Notes and the Indenture, including the definitions of certain terms contained therein. The Indenture is by its terms subject to and governed by the Trust Indenture Act of 1939, as amended.

The New Notes will be senior unsecured obligations of the Issuer and will rank equally with all other existing and future unsecured and unsubordinated debt obligations of the Issuer. The New Notes will be repaid at maturity in U.S. dollars at a price equal to 100% of the principal amount thereof. The New Notes will be issued in denominations of $1,000 and integral multiples of $1,000 in excess thereof. The New Notes do not provide for any sinking fund. The New Notes will be recorded on, and transferred through, the records maintained by DTC and its direct and indirect participants, including Euroclear S.A./N.V. (“ Euroclear ”) and Clearstream Banking, société anonyme (“ Clearstream ”).

For purposes of the New Notes, “ Business Day ” means a day on which commercial banks and exchange markets are open, or not authorized to close, in the City of New York and in London.

The New Notes will bear interest at a rate per annum equal to 4.439%. Interest on the New Notes will be payable semi-annually in arrears on 6 April and 6 October of each year, commencing 6 October 2017, and at maturity. Interest payable on the New Notes will be paid to the holders of record on the immediately preceding 20 March and 20 September.

Redemption

Optional Redemption of the New Notes

Prior to 6 April 2048 (six months prior to the maturity date of the New Notes) (the “ Par Call Date ”), the New Notes may be redeemed at any time, at the Issuer’s option, as a whole or in part, upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to the greater of:

(i)

100% of the aggregate principal amount of the New Notes to be redeemed; and

(ii)

as determined by the Independent Investment Banker (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest on the New Notes to be redeemed as if the New Notes to be redeemed matured on the Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points;

plus , in each case described above, accrued and unpaid interest on the principal amount being redeemed to (but excluding) the date of redemption.

On or after the Par Call Date, the New Notes will be redeemable as a whole or in part, at the Issuer’s option at any time and from time to time, at a redemption price equal to 100% of the principal amount of the New Notes being redeemed, plus accrued and unpaid interest on the principal amount being redeemed to (but excluding) the date of redemption.

On and after the Redemption Date, interest will cease to accrue on the New Notes or any portion of the New Notes called for redemption, unless we default in the payment of the redemption price and accrued interest. On or before the Redemption Date, we will deposit with a paying agent or the Trustee money sufficient to pay the redemption price of and accrued interest on the New Notes to be redeemed on that date.

In the case of any partial redemption, selection of the New Notes of a series to be redeemed will be made in accordance with applicable procedures of DTC.

Optional Tax Redemption of the New Notes

The New Notes may be redeemed at any time, at the Issuer’s or the Parent Guarantor’s option, in whole but not in part, upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the New Notes then outstanding, plus accrued and unpaid interest on the principal amount being redeemed (and any Additional Amounts) to the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which the Issuer or any Guarantor is incorporated, organized or otherwise tax resident or any political subdivision or any authority thereof or herein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Settlement Date (any such change or amendment, a “ Change in Tax Law ”), the Issuer (or if a payment were then due under a Guarantee, the relevant Guarantor) would be required to pay Additional Amounts with respect to the New Notes of a particular series, and (ii) such obligation cannot be avoided by the Issuer (or the relevant Guarantor) taking reasonable measures available to it. Additional Amounts are payable by the Issuer under the circumstances described under “—Additional Amounts”; provided , however , that the New Notes of such series may not be redeemed to the extent such Additional Amounts arise solely as a result of the Issuer assigning its obligations under the New Notes of such series to a Substitute Issuer, unless this assignment to a Substitute Issuer is undertaken as part of a plan of merger by Parent Guarantor.

Prior to the mailing of any such notice of redemption pursuant to the foregoing, the Issuer or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Issuer or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of a Change in Tax Law.

No notice of redemption may be given earlier than 90 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the relevant New Notes were then due.

The foregoing provisions shall apply mutatis mutandis to any successor person, after such successor person becomes a party to the Indenture.

Book Entry; Delivery and Form

New Notes in Global Form

The certificates representing the New Notes (and the Guarantees thereof) will be issued in fully registered form without interest coupons. The New Notes will be represented by Book-Entry Interests (as defined below). Except as set forth below, New Notes will be issued in registered, global form in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.

The New Notes will initially be represented by one or more permanent Global Notes in definitive, fully registered form without interest coupons (the “ Global Notes ”), and will be deposited with the Trustee as custodian for, and registered in the name of a nominee of, The Depository Trust Company (“ DTC ”) for the accounts of its participants, including Euroclear Bank S.A./N.V. (“ Euroclear ”) and Clearstream Banking, société anonyme (“ Clearstream ”).

Except in the limited circumstances described below under “—Certificated Notes”, owners of Book-Entry Interests will not be entitled to receive physical delivery of certificated New Notes.

Ownership of Book-Entry Interests will be limited to persons who have accounts with DTC, or participants, or persons who hold interests through participants. Ownership of Book-Entry Interests will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants).

So long as DTC, or its nominee, is the registered owner or Holder of a Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or Holder represented by such Global Note for all purposes under the Indenture and the New Notes. No beneficial owner of a Book-Entry Interest will be able to transfer that interest except in accordance with DTC’s applicable procedures, in addition to those provided for under the Indenture and, if applicable, those of Euroclear and Clearstream.

Conveyance of notices and other communications by DTC to its participants, by those participants to its indirect participants, and by participants and indirect participants to beneficial owners of Book-Entry Interests will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

The Trustee will send any notices in respect of the New Notes held in book-entry form to DTC or its nominee.

Neither DTC nor its nominee will consent or vote with respect to the New Notes unless authorized by a participant in accordance with DTC procedures. Under its usual procedures, DTC mails an omnibus proxy to the Issuer as soon as possible after the record date. The omnibus proxy assigns DTC’s or its nominee’s consenting or voting rights to those participants to whose account the New Notes are credited on the record date.

Payments of the principal of, and interest on, a Global Note will be made to DTC or its nominee, as the case may be, as the registered owner thereof. Neither the Issuer, the Guarantor nor the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of Book-Entry Interests or for maintaining, supervising or reviewing any records relating to such Book-Entry Interests.

The Issuer expects that DTC or its nominee, upon receipt of any payment of principal or interest in respect of a Global Note, will credit participants’ accounts with payments in amounts proportionate to their respective Book-Entry Interests in the principal amount of such Global Note as shown on the records of DTC or its nominee, the Issuer also expects that payments by participants to owners of Book-Entry Interests in such Global Note held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants.

Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules and will be settled in same-day funds. Transfers between participants in Euroclear and Clearstream will be effected in the ordinary way in accordance with their respective rules and operating procedures.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Euroclear or Clearstream participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of the relevant European international clearing system by the relevant European depositary; however, those cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in that system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to the relevant European depositary to take action to effect final settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC, Euroclear and Clearstream participants may not deliver instructions directly to the European depositaries.

Because of time zone differences, credits of securities received in Euroclear or Clearstream as a result of a transaction with a person that does not hold the New Notes through Euroclear or Clearstream will be made during subsequent securities settlement processing and dated the first day Euroclear or Clearstream, as the case may be, is open for business following the DTC settlement date. Those credits or any transactions in those securities settled during that processing will be reported to the relevant Euroclear or Clearstream participants on that business day. Cash received in Euroclear or Clearstream as a result of sales of securities by or through a Euroclear participant or a Clearstream participant to a DTC participant will be received with value on the DTC settlement date, but will be available in the relevant Euroclear or Clearstream cash account only as of the first day Euroclear or Clearstream, as the case may be, is open for business following settlement in DTC.

The Issuer expects that DTC will take any action permitted to be taken by a Holder (including the presentation of New Notes for exchange as described below) only at the direction of one or more participants to whose account the DTC interests in a Global Note are credited and only in respect of such portion of the aggregate principal amount of Notes as to which such participant or participants has or have given such direction. However, if there is an Event of Default under the New Notes, DTC will exchange the applicable Global Note for certificated New Notes, which it will distribute to its participants.

Any money that we deposit with the Trustee or any paying agent for the payment of principal or any interest on any Global Note of any series that remains unclaimed for two years after the date upon which the principal and interest are due and payable will be repaid to us upon our request unless otherwise required by mandatory provisions of any applicable unclaimed property law. After that time, unless otherwise required by mandatory provisions of any unclaimed property law, the holder of the Global Note will be able to seek any payment to which that holder may be entitled to collect only from us.

DTC

DTC has advised us as follows: DTC is a limited-purpose trust company organized under New York banking law, a “banking organization” within the meaning of the New York banking law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC facilitates the post-trade settlement among participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between participants’ accounts. This eliminates the need for physical movement of securities certificates. Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly owned subsidiary of The Depository Trust & Clearing Corporation (“ DTCC ”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all

of which are registered clearing agencies. DTCC is owned by users of its regulated subsidiaries. Access to the DTC system is also available to indirect participants such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a participant, either directly or indirectly. The rules applicable to DTC and its participants are on file with the SEC.

Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in the Global Notes among participants of DTC, it is under no obligation to perform such procedures, and such procedures may be discontinued at any time. None of us, the Trustee or any paying agent will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Certificated Notes

If DTC is at any time unwilling or unable to continue as a depositary for the Global Notes and a successor depositary is not appointed by the Issuer within 90 days, or if there shall have occurred and be continuing an Event of Default with respect to the New Notes, the Issuer will issue certificated New Notes, with Guarantees endorsed thereon by the Guarantor, in exchange for the Global Notes. Certificated New Notes delivered in exchange for Book-Entry Interests will be registered in the names, and issued in denominations of $1,000 and integral multiples of $1,000 in excess thereof, requested by or on behalf of DTC or the successor depositary (in accordance with its customary procedures). Holders of Book-Entry Interests may receive certificated New Notes, in accordance with DTC’s rules and procedures in addition to those provided for under the Indenture.

Except in the limited circumstances described above, owners of Book-Entry Interests will not be entitled to receive physical delivery of individual definitive certificates. The New Notes are not issuable in bearer form.

Payment of principal and interest in respect of the certificated New Notes shall be payable at the office or agency of the Issuer in the City of New York which shall initially be at the corporate trust office of the Trustee, which is located at 101 Barclay Street, New York, New York 10286, provided that at the option of the Issuer with prior notice to the paying agent, payment may be made by wire transfer, direct deposit or check mailed to the address of the holder entitled thereto as such address appears in the note register.

The certificated New Notes, at the option of the holder thereof and subject to the restrictions contained in the New Notes and in the Indenture, may be exchanged or transferred, upon surrender for exchange or presentation for registration of transfer at the office of the Trustee. Any certificated New Note surrendered for exchange or presented for registration of transfer shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee, duly endorsed by the holder thereof or his attorney duly authorized in writing. New Notes issued upon such transfer will be executed by the Issuer and authenticated by the Trustee, registered in the name of the designated transferee or transferees and delivered at the office of the Trustee or mailed, at the request, risk and expense of, and to the address requested by, the designated transferee or transferees.

Guarantees

Each New Note will benefit from full and unconditional guarantees (the “ Guarantees ”) by Anheuser-Busch InBev SA/NV, as the Parent Guarantor and Anheuser-Busch Companies, LLC, Brandbev S.à r.l., Brandbrew S.A., Cobrew NV, Anheuser-Busch InBev Finance Inc., as Subsidiary Guarantors (collectively referred to as the “ Guarantors ”), subject to certain customary release provisions. These Guarantees are set forth in our Indenture and are subject to certain limitations set forth below under “—Guarantee Limitations”.

Under the Guarantees, the Guarantors will guarantee to each Holder the due and punctual payment of any principal, accrued and unpaid interest (and all Additional Amounts, as defined below, if any) due under the New

Notes. Each Guarantor will also pay Additional Amounts (if any) in respect of payments under its Guarantee. The Guarantees will be the full, direct, unconditional, unsecured and unsubordinated general obligations of the Guarantors. The Guarantees will rank pari passu among themselves, without any preference of one over the other by reason of priority of date of issue or otherwise, and at least equally with all other unsecured and unsubordinated general obligations of the Guarantors from time to time outstanding.

Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, in the event that at substantially the same time its Guarantee of the New Notes is terminated, (i) (for so long as any commitments remain outstanding under the 2010 Senior Facility Agreement) the relevant Subsidiary Guarantor is or has been released from its guarantee of the 2010 Senior Facility Agreement (each as defined in our Annual Report on Form 20-F for the fiscal year ended 31 December 2016 under the heading “Item 5. Operating and Financial Review—G. Liquidity and Capital Resources” and each as they may be amended from time to time) or is no longer a guarantor under the 2010 Senior Facility Agreement, (ii) for so long as any commitments remain outstanding under the 2015 Senior Facilities Agreement, the relevant Subsidiary Guarantor is or has been released from its guarantee of the 2015 Senior Facilities Agreement or is no longer a guarantor under the 2015 Senior Facilities Agreement (as defined in our Annual Report on Form 20-F for the fiscal year ended 31 December 2016 under the heading “Item 5. Operating and Financial Review—G. Liquidity and Capital Resources” and as it may be amended from time to time) and (iii) the aggregate amount of indebtedness for borrowed money for which the relevant Guarantor is an obligor (as a guarantor or borrower) does not exceed 10% of the consolidated gross assets of the Parent Guarantor as reflected in the balance sheet included in its most recent publicly released interim or annual consolidated financial statements. For purposes of this paragraph, the amount of a Guarantor’s indebtedness for borrowed money shall not include (A) any debt securities issued pursuant to the Indenture (including the New Notes), (B) the debt securities issued pursuant to the indentures dated 12 January 2009 and 16 October 2009 and the indentures supplemental thereto, in each case between Anheuser-Busch InBev Worldwide Inc., as issuer, the Parent Guarantor, the subsidiary guarantors named therein and the Trustee, (C) the debt securities issued pursuant to the indentures dated 17 January 2013, 25 January 2016 and 15 May 2017 and the indentures supplemental thereto, in each case between Anheuser-Busch InBev Finance Inc., as issuer, the Parent Guarantor, the Subsidiary Guarantors named therein and the Trustee, (D) any other debt the terms of which permit the termination of the Guarantor’s guarantee of such debt under similar circumstances, as long as such Guarantor’s obligations in respect of such other debt are terminated at substantially the same time as its guarantee of the debt securities, and (E) any debt that is being refinanced at substantially the same time that the Guarantee of the debt securities is being released, provided that any obligations of the Guarantor in respect of the debt that is incurred in the refinancing shall be included in the calculation of the Guarantor’s indebtedness for borrowed money.

In addition, the Guarantees of Brandbrew S.A. and/or Brandbev S.à r.l., whose Guarantees are subject to certain limitations described below, will automatically and unconditionally be terminated, with respect to any or all series of the notes issued under each indenture, in the event that we determine that under the rules, regulations or interpretations of the SEC such Guarantor would be required to include its financial statements in any registration statement filed with the SEC with respect to any series of notes or guarantees issued under each indenture or in periodic reports filed with or furnished to the SEC (by reason of such limitations or otherwise). Furthermore, Brandbrew S.A. and/or Brandbev S.à r.l. will be entitled to amend or modify by execution of indentures supplemental to each indenture the terms of its Guarantee or the limitations applicable to its Guarantee, as set forth below, in any respect reasonably deemed necessary by Brandbrew S.A. or Brandbev S.à r.l to meet the requirements of Rule 3-10 under Regulation S-X under the Securities Act (or any successor or similar regulation or exemption) in order for financial statements of such Subsidiary Guarantor not to be required to be included in any registration statement or in periodic reports filed with or furnished to the SEC.

Supplemental Information on Subsidiary Guarantors

Brandbrew S.A. and Brandbev S.à r.l., the Subsidiary Guarantors whose Guarantees are subject to limitations, as described below under “—Guarantee Limitations”, accounted in aggregate for less than 0.1% of

the total consolidated EBITDA, as defined, of AB InBev for the year ended 31 December 2016 and approximately 0.1% of the total consolidated debt of AB InBev as of 31 December 2016.

Guarantee Limitations

Pursuant to restrictions imposed by Luxembourg law, notwithstanding anything to the contrary in the Guarantees to be provided by Brandbrew S.A. or Brandbev S.à r.l. (each, a “ Luxembourg Guarantor ”), for the purposes of any such Guarantees, the maximum aggregate liability of such Luxembourg Guarantor under its Guarantee (including any actual or contingent liabilities as a guarantor under the Other Guaranteed Facilities (as defined below)) shall not exceed an amount equal to the aggregate of (without double counting):

(1)

the aggregate amount of all moneys received by such Luxembourg Guarantor and its Subsidiaries as a borrower or issuer under the Other Guaranteed Facilities;

(2)

the aggregate amount of all outstanding intercompany loans made to such Luxembourg Guarantor and its Subsidiaries by other members of the AB InBev Group which have been directly or indirectly funded using the proceeds of borrowings under the New Notes issued under each indenture and the Other Guaranteed Facilities; and

(3)

an amount equal to 100% of the greater of:

(a)

the sum of (x) such Luxembourg Guarantor’s own capital ( capitaux propres ) (as referred to by article 34 of the law dated 19 December 2002 on the commercial register and annual accounts, as amended (the “ Luxembourg Law of 2002 ”) and as implemented by the Grand-Ducal regulation dated 18 December 2015 setting out the form and content of the presentation of the balance sheet and profit and loss account (the “ Luxembourg Regulation ”)) as reflected in such Luxembourg Guarantor’s then most recent annual accounts approved by the competent organ of such Luxembourg Guarantor (as audited by its statutory auditor ( réviseur d’entreprises agréé ), if required by law) at the date an enforcement is made under such Luxembourg Guarantor’s Guarantee and (y) any amounts owed by such Luxembourg Guarantor to any other member of the AB InBev Group which have not been funded, directly or indirectly, using the proceeds of borrowings under the Indenture or the Other Guaranteed Facilities (as defined below); and

(b)

the sum of (x) such Luxembourg Guarantor’s own capital ( capitaux propres ) (as referred to by article 34 of the Luxembourg Law of 2002 and as implemented by the Luxembourg Regulation) as reflected in its most recent annual accounts available as of the date of the Indenture and (y) any amounts owed by such Luxembourg Guarantor to any other member of the AB InBev Group which have not been funded, directly or indirectly, using the proceeds of borrowings under the Indenture or the Other Guaranteed Facilities.

For the avoidance of doubt, the limitation on the Guarantee provided by such Luxembourg Guarantor shall not apply to any Guarantee by it of any obligations owed by its Subsidiaries under the Other Guaranteed Facilities. In addition, the obligations and liabilities of such Luxembourg Guarantor under its Guarantee and under any of the Other Guaranteed Facilities shall not include any obligation which, if incurred, would constitute a breach of the provisions on unlawful financial assistance as contained in articles 49-6 or 168, as applicable, of the Luxembourg Law on Commercial Companies dated 10 August 1915, as amended.

Ranking

The New Notes are not secured by any of our property or assets. Accordingly, your ownership of debt securities means you are one of our unsecured creditors. The New Notes are not subordinated to any of our other debt obligations and therefore they rank equally with all our other unsecured and unsubordinated indebtedness.

Additional Amounts

To the extent that any Guarantor is required to make payments in respect of the New Notes, such Guarantor will make all payments in respect of the New Notes without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax (the “ Relevant Taxing Jurisdiction ”), unless such withholding or deduction is required by law. In such event, such Guarantor will pay to the Holders such additional amounts (the “ Additional Amounts ”) as shall be necessary in order that the net amounts received by the Holders, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which:

(a)

are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by any Guarantor from payment of principal or interest made by it;

(b)

are payable by reason of the Holder or beneficial owner having, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the New Notes or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction;

(c)

are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of, such taxes;

(d)

consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes;

(e)

are imposed on or with respect to any payment by the applicable Guarantors to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of such debt security;

(f)

are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income; (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party; or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding;

(g)

are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later;

(h)

are payable because any debt security was presented to a particular paying agent for payment if the debt security could have been presented to another paying agent without any such withholding or deduction; or

(i)

are payable for any combination of (a) through (h) above.

References to principal or interest in respect of the New Notes shall be deemed to include any Additional Amounts, which may be payable as set forth in the Indenture.

In addition, any amounts to be paid by the Issuer or any Guarantor on the New Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the Code, any current

or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“ FATCA withholding ”). Neither any Guarantor nor any Issuer will be required to pay Additional Amounts on account of any FATCA withholding.

This Additional Amounts subsection of the “Description of the New Notes and Guarantees” will not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States; provided , however , that this Additional Amounts subsection of the “Description of the New Notes and Guarantees” will apply to the Issuer at any time when it is incorporated in a jurisdiction outside of the United States.

Governing Law

The Indenture, the New Notes and the Guarantees will be governed by and construed in accordance with the laws of the State of New York.

The Issuer and the Guarantors have irrevocably submitted to the non-exclusive jurisdiction of the courts of any U.S. state or federal court in the Borough of Manhattan in the City of New York, New York with respect to any legal suit, action or proceeding arising out of or based upon the Indenture, New Notes or Guarantees.

The Trustee

The Bank of New York Mellon Trust Company, N.A. is the trustee under the Indenture. The trustee has two principal functions:

•

first, it can enforce a Holder’s rights against us if we default on the New Notes. There are some limitations on the extent to which the trustee acts on a Holder’s behalf, described under “—Events of Default”; and

•

second, the trustee performs administrative duties for us, such as sending the Holder’s interest payments, transferring New Notes to a new buyer and sending notices to Holders.

We and some entities in the AB InBev Group maintain deposit accounts and conduct other banking transactions with the trustee and affiliates of the trustee in the ordinary course of our respective businesses. The address of The Bank of New York Mellon Trust Company, N.A. is 911 Washington Avenue, 3rd Floor, St. Louis, Missouri 63101.

If an Event of Default occurs, or an event occurs that would be an Event of Default if the requirements for giving us default notice or our default having to exist for a specific period of time were disregarded, the trustee may therefore be considered to have a conflicting interest with respect to the New Notes or the Indenture for purposes of the Trust Indenture Act of 1939. In that case, the trustee may be required to resign as trustee under the Indenture and we would be required to appoint a successor trustee.

Substitution of an Issuer; Consolidation, Merger and Sale of Assets

The Issuer or any Guarantor, without the consent of the Holders of any of the New Notes, may consolidate with or merge into, or sell, transfer, lease or convey all or substantially all of their respective assets to, any corporation or an Issuer may at any time substitute for itself either a Guarantor or any Affiliate (as defined below) of a Guarantor as principal debtor under the New Notes (a “ Substitute Issuer ”), provided that:

(a)

the Substitute Issuer or any other successor company shall expressly assume the Issuer’s or Guarantor’s respective obligations under the New Notes or the Guarantees, as the case may be, and each indenture, as applicable;

(b)

any other successor company is organized under the laws of a member country of the Organization for Economic Co-Operation and Development;

(c)

the Issuer is not in default of any payments due under the New Notes and immediately before and after giving effect to such consolidation, merger, sale, transfer, lease, conveyance or substitution, no Event of Default shall be continuing;

(d)

in the case of a Substitute Issuer:

(i)

the obligations of the Substitute Issuer arising under or in connection with the New Notes and the Indenture are fully, irrevocably and unconditionally guaranteed by the Guarantors (other than the Substitute Issuer, if applicable) on the same terms as existed immediately prior to such substitution under the Guarantees given by such Guarantors;

(ii)

the Parent Guarantor, the Issuer and the Substitute Issuer jointly and severally indemnify each Holder for any income tax or other tax (if any) recognized by such Holder solely as a result of the substitution of the Substitute Issuer (and not as a result of any transfer by such Holder), provided , however , that such indemnification shall not apply to any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “ Code ”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code, and shall not require the payment of Additional Amounts on account of any such withholding or deduction;

(iii)

each stock exchange on which the New Notes are listed, if any, shall have confirmed that, following the proposed substitution of the Substitute Issuer, such New Notes will continue to be listed on such stock exchange;

(iv)

each rating agency that rates the New Notes, if any, shall have confirmed that, following the proposed substitution of the Substitute Issuer, such New Notes will continue to have the same or better rating as immediately prior to such substitution; and

(e)

written notice of such transaction shall be promptly provided to the Holders.

For purposes of the foregoing, “ Affiliate ” shall mean, with respect to any specified person, any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person.

Upon the effectiveness of any substitution, all of the foregoing provisions will apply mutatis mutandis , and references elsewhere herein to the Issuer or a Guarantor will, where the context so requires, be deemed to be or include references to any successor company.

Modifications and Amendment

The Issuer, the Guarantors and the Trustee may execute agreements adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental agreement or modifying in any manner the rights of the Holders under the debt securities or the Guarantees only with the consent of the Holders of not less than a majority in aggregate principal amount of the New Notes then outstanding (irrespective of series) that would be affected by the proposed modification or amendment; provided that no such agreement shall (a) change the maturity of the principal of, or any installment of interest on, any New Note, or reduce the principal amount or the interest thereof, or extend the time of payment of any installment of interest thereon, or change the currency of payment of principal of, or interest on, any New Note, or change the Issuer’s or a Guarantor’s obligation to pay Additional Amounts, impair or affect the right of any Holder to institute suit for the enforcement of any such payment on or after the due date thereof (or in the case of redemption on or after the

Redemption Date) or change in any manner adverse to the interests of the Holders the terms and provisions of the Guarantees in respect of the due and punctual payment of the principal amount of the New Notes then outstanding plus accrued and unpaid interest (and all Additional Amounts, if any) without the consent of the Holder of each New Note so affected; or (b) reduce the aforesaid percentage of Holders whose consent is required for any such agreement, without the consent of the Holders of the New Notes then outstanding. To the extent that any changes directly affect fewer than all the series of the debt securities, only the consent of the Holders (in the respective percentages set forth above) will be required.

The Issuer, the Guarantors and the Trustee may, without the consent of the Holders, from time to time execute agreements or amendments or enter into an indenture or indentures supplemental thereto (including in respect of one series of notes only) for one or more of the following purposes:

(a)

to convey, transfer, assign, mortgage or pledge any property or assets to the Trustee or another person as security for New Notes;

(b)

to evidence the succession of another person to the Issuer or any Guarantors, or successive successions, and the assumption by the successor person of the covenants of the Issuer or any of the Guarantors, pursuant to the Indenture;

(c)

to evidence and provide for the acceptance of appointment of a successor or successors to the Trustee in any of its capacities and to add to or change any of the provisions of the Indenture to facilitate the administration of the trusts created thereunder by more than one trustee;

(d)

to add to the covenants of the Issuer or the Guarantors, for the benefit of the holders of New Notes, or to surrender any rights or powers conferred on the Issuer or the Guarantors in the Indenture;

(e)

to add any additional Events of Default for the benefit of the holders of New Notes;

(f)

to add to, change or eliminate any of the provisions of the Indenture, provided that any such addition, change or elimination (A) shall neither (i) apply to any debt security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of Holders with respect to such provision or (B) shall become effective only when there are no New Notes outstanding;

(g)

to modify the restrictions on and procedures for resale and other transfers of the New Notes pursuant to law, regulation or practice relating to the resale or transfer of restricted securities generally;

(h)

to provide for the issues of securities in exchange for one or more series of outstanding debt securities;

(i)

to provide for the issuance and terms of any particular series of securities, the rights and obligations of the Guarantors and the holders of the securities of such series, the form or forms of the securities of such series and such other matters in connection therewith as the Issuer and the Guarantors shall consider appropriate, including, without limitation, provisions for (i) additional or different covenants, restrictions or conditions applicable to such series, (ii) additional or different Events of Default in respect of such series, (iii) a longer or shorter period of grace and/or notice in respect of any provision applicable to such series than is otherwise provided, (iv) immediate enforcement of any Event of Default in respect of such series or (v) limitations upon the remedies available in respect of any Events of Default in respect of such series or upon the rights of the holders of securities of such series to waive any such Event of Default;

(j)

to cure any ambiguity or to correct or supplement any provision contained in the Indenture, the New Notes or the Guarantees, or in any supplemental agreement, which may be defective or inconsistent with any other provision contained therein or in any supplemental agreement, (b) to eliminate any conflict between the terms hereof and the Trust Indenture Act or (c) to make such other provision in regard to matters or questions arising under the Indenture or under any supplemental agreement as the Issuer may deem necessary or desirable and which will not adversely affect the interests of the Holders to which such provision relates in any material respect;

(k)

to “reopen” the New Notes and create and issue additional debt securities having identical terms and conditions as the New Notes (or in all respects except for the issue date, issue price, first interest accrual date and first interest payment date) so that the additional notes are consolidated and form a single series with the outstanding New Notes;

(l)

to add any Subsidiary of the Parent Guarantor as a Guarantor with respect to the New Notes, subject to applicable regulatory or contractual limitations relating to such Subsidiary’s Guarantee;

(m)

to provide for the release and termination of any Subsidiary Guarantor’s Guarantee in the circumstances described under “—Guarantees” above;

(n)

to provide for any amendment, modification or alteration of any Subsidiary Guarantor’s Guarantee and the limitations applicable thereto in the circumstances described under “—Guarantees” above; or

to make any other change that does not materially adversely affect the interests of the Holders.

Street name and other indirect holders should consult their banks or brokers for information on how approval may be granted or denied if we seek to change the Indenture or the New Notes or request a waiver.

Discharge of Indentures

The Indenture provides that the Issuer and the Guarantors will be discharged from any and all obligations in respect of the Indenture (except for certain obligations to register the transfer or exchange of debt securities, replace stolen, lost or mutilated debt securities, make payments of principal and interest and maintain paying agencies) if:

(a)

the Issuer or the Guarantors have paid or caused to be paid in full the principal of and interest on all debt securities outstanding thereunder;

(b)

the Issuer or the Guarantors shall have delivered to the Trustee for cancellation all debt securities outstanding theretofore authenticated; or

(c)

all debt securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) will become due and payable in accordance with their terms within one year or (iii) are to be, or have been, called for redemption as described under “—Redemption—Optional Redemption of the New Notes” within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and, in any such case, the Issuer or Guarantors shall have irrevocably deposited with the Trustee as trust funds in irrevocable trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such debt securities, (a) cash in U.S. dollars in an amount, or (b) U.S. Government Obligations (as defined below) which through the payment of interest thereon and principal thereof in accordance with their terms will provide not later than the due date of any payment, cash in U.S. dollars in an amount, or (c) any combination of (a) and (b), sufficient to pay all the principal of, and interest (and Additional Amounts, if any) on, all such debt securities not theretofore delivered to the Trustee for cancellation on the dates such payments are due in accordance with the terms of the debt securities and all other amounts payable under the Indenture.

“ U.S. Government Obligations ” means securities which are (i) direct obligations of the U.S. government or (ii) obligations of a person controlled or supervised by and acting as an agency or instrumentality of the U.S. government, the payment of which is unconditionally guaranteed by the U.S. government, which, in either case, are full faith and credit obligations of the U.S. government payable in U.S. dollars and are not callable or redeemable at the option of the issuer thereof.

Covenant Defeasance

The Indenture also provides that the Issuer and the Guarantors need not comply with certain covenants of such indenture (including those described under “—Limitation on Liens”), and the Guarantors shall be released from their obligations under the Guarantees, if:

(a)

the Issuer or the Guarantors irrevocably deposit with the Trustee as trust funds in irrevocable trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders, (i) cash in U.S. dollars in an amount, or (ii) U.S. government obligations which through the payment of interest thereon and principal thereof in accordance with their terms will provide not later than one day before the due date of any payment cash in U.S. dollars in an amount, or (iii) any combination of (i) and (ii), sufficient to pay all the principal of, and interest on, the New Notes then outstanding on the dates such payments are due in accordance with the terms of the debt securities;

(b)

certain Events of Default, or events which with notice or lapse of time or both would become such an Event of Default, shall not have occurred and be continuing on the date of such deposit;

(c)

the Issuer, or the Guarantors, as the case may be, deliver to the Trustee an opinion of tax counsel of recognized standing with respect to U.S. federal income tax matters to the effect that the beneficial owners of the New Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the exercise of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would be the case if such Covenant Defeasance had not occurred;

(d)

the Issuer, or the Guarantors, as the case may be, deliver to the Trustee an opinion of tax counsel of recognized standing in its jurisdiction of incorporation to the effect that such deposit and related Covenant Defeasance will not cause the Holders, other than Holders who are or who are deemed to be residents of such jurisdiction of incorporation or use or hold or are deemed to use or hold their New Notes in carrying on a business in such jurisdiction of incorporation, to recognize income, gain or loss for income tax purposes in such jurisdiction of incorporation, and to the effect that payments out of the trust fund will be free and exempt from any and all withholding and other income taxes of whatever nature of such jurisdiction of incorporation or political subdivision thereof or therein having power to tax, except in the case of New Notes beneficially owned (i) by a person who is or is deemed to be a resident of such jurisdiction of incorporation or (ii) by a person who uses or holds or is deemed to use or hold such New Notes in carrying on a business in such jurisdiction of incorporation; and

(e)

the Issuer, or the Guarantors, as the case may be, deliver to the Trustee an officers’ certificate and an opinion of legal counsel of recognized standing, each stating that all conditions precedent provided for relating to such Covenant Defeasance have been complied with.

The effecting of these arrangements is also known as “ Covenant Defeasance ”.

Limitation on Liens

So long as the New Notes remain outstanding, the Parent Guarantor will not, nor will it permit any Restricted Subsidiary to, create, assume, guarantee or suffer to exist any mortgage, pledge, security interest or lien (an “ Encumbrance ”) on any of its Principal Plants or on any capital stock of any Restricted Subsidiary without effectively providing that the New Notes (together with, if the Parent Guarantor shall so determine, any other indebtedness of the Parent Guarantor then existing or thereafter created ranking equally with the New Notes and any other indebtedness of such Restricted Subsidiary then existing or thereafter created) shall be secured by the security for such secured indebtedness equally and ratably therewith, provided , however , the above limitation does not apply to:

(a)

purchase money liens, so long as such liens attach only to the assets so acquired and improvements thereon;

(b)

Encumbrances existing at the time of acquisition of property (including through merger or consolidation) or securing indebtedness the proceeds of which are used to pay or reimburse the Parent Guarantor or a Restricted Subsidiary for the cost of such property ( provided such indebtedness is incurred within 180 days after such acquisition);

(c)

Encumbrances on property of a Restricted Subsidiary existing at the time it becomes a Restricted Subsidiary;

(d)

Encumbrances to secure the cost of development or construction of property, or improvements thereon, provided that the recourse of the creditors in respect of such indebtedness is limited to such property and improvements;

(e)

Encumbrances in connection with the acquisition or construction of Principal Plants or additions thereto financed by tax-exempt securities;

(f)

Encumbrances securing indebtedness owing to the Parent Guarantor or a Restricted Subsidiary by a Restricted Subsidiary;

(g)

Encumbrances existing at the date of the applicable indenture;

(h)

Encumbrances required in connection with state or local governmental programs which provide financial or tax benefits, provided the obligations secured are in lieu of or reduce an obligation that would have been secured by an Encumbrance permitted under each indenture;

(i)

any Encumbrance arising by operation of law and not securing amounts more than ninety (90) days overdue or otherwise being contested in good faith;

(j)

judgment Encumbrances not giving rise to an Event of Default;

(k)

any Encumbrance incurred or deposits made in the ordinary course of business, including, but not limited to, (i) any mechanics’, materialmen’s, carriers’, workmen’s, vendors’ or other like Encumbrances, (ii) any Encumbrances securing amounts in connection with workers’ compensation, unemployment insurance and other types of social security, and (iii) any easements, rights-of-way, restrictions and other similar charges;

(l)

any Encumbrance upon specific items of inventory or other goods and proceeds of the Parent Guarantor or any Restricted Subsidiary securing the Parent Guarantor’s or any such Restricted Subsidiary’s obligations in respect of bankers’ acceptances issued or created for the account of such person to facilitate the purchase, shipment or storage of such inventory or other goods;

(m)

any Encumbrance incurred or deposits made securing the performance of tenders, bids, leases, statutory obligations, surety and appeal bonds, government contracts, performance and return-of-money bonds and other obligations of like nature incurred in the ordinary course of business;

(n)

any Encumbrance on any Principal Plant of the Parent Guarantor or any Restricted Subsidiary in favor of the Federal Government of the United States or the government of any State thereof, or the government of the United Kingdom, or any state in the European Union, or any instrumentality of any of them, securing the obligations of the Parent Guarantor or any Restricted Subsidiary pursuant to any contract or payments owed to such entity pursuant to applicable laws, rules, regulations or statutes;

(o)

any Encumbrance securing taxes or assessments or other applicable governmental charges or levies;

(p)

extensions, renewals or replacements of the Encumbrances referred to in clauses (a) through (o), provided that the amount of indebtedness secured by such extension, renewal or replacement shall not exceed the principal amount of indebtedness being extended, renewed or replaced, together with the amount of any premiums, fees, costs and expenses associated with such extension, renewal or replacement, nor shall the pledge, mortgage or lien be extended to any additional Principal Plant unless otherwise permitted under this covenant;

(q)

as permitted under the provisions described in the following two paragraphs herein; and

(r)

in connection with sale-leaseback transactions permitted under the Indenture.

Notwithstanding the provisions described in the immediately preceding paragraph, the Parent Guarantor or any Restricted Subsidiary may, without ratably securing the New Notes, create, assume, guarantee or suffer to exist any indebtedness which would otherwise be subject to such restrictions, and renew, extend or replace such indebtedness, provided that the aggregate amount of such indebtedness, when added to the fair market value of property transferred in certain sale and leaseback transactions permitted by the Indenture as described below under “Sale-Leaseback Transactions Relating to Principal Plants” (computed without duplication of amount) does not at the time exceed 15% of Net Tangible Assets.

If the Parent Guarantor or any Restricted Subsidiary merges or consolidates with, or purchases all or substantially all of the assets of, another corporation, or the Parent Guarantor sells all or substantially all of its assets to another corporation, and if such other corporation has outstanding obligations secured by an Encumbrance which, by reason of an after-acquired property clause or similar provision, would extend to any Principal Plant owned by the Parent Guarantor or such Restricted Subsidiary immediately prior thereto, the Parent Guarantor or such Restricted Subsidiary, as the case may be, will in such event be deemed to have created an Encumbrance, within the prohibition of the covenant described above, unless (a) such merger or consolidation involving a Restricted Subsidiary constitutes a disposition by the Parent Guarantor of its interest in the Restricted Subsidiary or (b) (i) at or prior to the effective date of such merger, consolidation, sale or purchase, such Encumbrance shall be released of record or otherwise satisfied to the extent it would extend to such Principal Plant, (ii) prior thereto, the Parent Guarantor or such Restricted Subsidiary shall have created, as security for the debt securities (and, if the Parent Guarantor shall so determine, as security for any other indebtedness of the Parent Guarantor then existing or thereafter created ranking equally with the New Notes and any other indebtedness of such Restricted Subsidiary then existing or thereafter created), a valid Encumbrance which will rank equally and ratably with the Encumbrances of such other corporation on such Principal Plant of the Parent Guarantor or such Restricted Subsidiary, as the case may be, or (iii) such Encumbrance is otherwise permitted or complies with the covenant described above.

In each instance referred to in the preceding paragraphs where the Parent Guarantor is obligated to provide security for the New Notes (except, for certain issues of indebtedness, in the case of transactions relating to stock of a Restricted Subsidiary), the Parent Guarantor would be required to provide comparable security for other outstanding indebtedness under the Indenture and other agreements relating thereto.

Sale-Leaseback Transactions Relating to Principal Plants

(a)

Except to the extent permitted under paragraph (c) below, and except for any transaction involving a lease for a temporary period, not to exceed three years, by the end of which it is intended that the use of the leased property by the Parent Guarantor or any Restricted Subsidiary will be discontinued and except for any transaction with a state or local authority that is required in connection with any program, law, statute or regulation that provides financial or tax benefits not available without such transaction, the Parent Guarantor shall not sell any Principal Plant as an entirety, or any substantial portion thereof, with the intention of taking back a lease of such property and the Parent Guarantor will not permit any Restricted Subsidiary to sell to anyone other than the Parent Guarantor or a Restricted Subsidiary any Principal Plant as an entirety, or any substantial portion thereof, with the intention of taking back a lease of such property, unless:

(i)

the net proceeds of such sale (including any purchase money mortgages received in connection with such sale) are at least equal to the fair market value (as determined by an officer of the Parent Guarantor) of such property; and

(ii)

subject to paragraph (d) below, the Parent Guarantor shall, within 120 days after the transfer of title to such property (or, if the Parent Guarantor holds the net proceeds described below in cash or cash equivalents, within two years),

(A)

purchase, and surrender to the Trustee for retirement as provided in this covenant, a principal amount of New Notes equal to the net proceeds derived from such sale (including the amount of any such purchase money mortgages), or

(B)

repay other pari passu indebtedness of the Parent Guarantor or any Restricted Subsidiary in an amount equal to such net proceeds, or

(C)

expend an amount equal to such net proceeds for the expansion, construction or acquisition of a Principal Plant, or

(D)

effect a combination of such purchases, repayments and plant expenditures in an amount equal to such net proceeds.

(b)

At or prior to the date 120 days after a transfer of title to a Principal Plant which shall be subject to the requirements of this covenant, the Parent Guarantor shall furnish to the Trustee:

(i)

an Officers’ Certificate stating that paragraph (a) above of this covenant has been complied with and setting forth in detail the manner of such compliance, which certificate shall contain information as to

(A)

the amount of New Notes theretofore redeemed and the amount of debt securities theretofore purchased by the Parent Guarantor and cancelled by the Trustee and the amount of New Notes purchased by the Parent Guarantor and then being surrendered to the Trustee for cancellation,

(B)

the amount thereof previously credited under paragraph (d) below,

(C)

the amount thereof which it then elects to have credited on its obligation under paragraph (d) below, and

(D)

any amount of other indebtedness which the Parent Guarantor has repaid or will repay and of the expenditures which the Parent Guarantor has made or will make in compliance with its obligation under paragraph (a) above, and

(ii)

a deposit with the Trustee for cancellation of the New Notes then being surrendered as set forth in such certificate.

(c)

Notwithstanding the restriction of paragraph (a) above, the Parent Guarantor and any one or more Restricted Subsidiaries may transfer property in sale-leaseback transactions which would otherwise be subject to such restriction if the aggregate amount of the fair market value of the property so transferred and not reacquired at such time, when added to the aggregate principal amount of indebtedness for borrowed money permitted by the last paragraph of the covenant described under “—Limitation on Liens” which shall be outstanding at the time (computed without duplication of the value of property transferred as provided in this paragraph (c)), does not at the time exceed 15% of Net Tangible Assets.

(d)

The Parent Guarantor, at its option, shall be entitled to a credit, in respect of its obligation to purchase and retire New Notes under this covenant, for the principal amount of any New Notes deposited with the Trustee for the purpose and also for the principal amount of (i) any New Notes theretofore redeemed at the option of the Parent Guarantor and (ii) any New Notes previously purchased by the Parent Guarantor and cancelled by the Trustee, and in each case not theretofore applied as a credit under this paragraph (d) or as part of a sinking fund arrangement for the New Notes.

(e)

For purposes of this covenant, the amount or the principal amount of New Notes which are issued with original issue discount shall be the principal amount of such New Notes that on the date of the purchase

or redemption of such New Notes referred to in this covenant could be declared to be due and payable pursuant to the Indenture.

Events of Default

The occurrence and continuance of one or more of the following events will constitute an “ Event of Default ” under the Indenture and under the Notes:

(a)

payment default —(i) the Issuer or a Guarantor fails to pay interest within 30 days from the relevant due date, or (ii) the Issuer or a Guarantor fails to pay the principal (or premium, if any) due on the New Notes at maturity; provided that to the extent any such failure to pay principal or premium is caused by a technical or administrative error, delay in processing payments or events beyond the control of the Issuer or Guarantors, no Event of Default shall occur for three days following such failure to pay; provided , further , that, in the case of a redemption payment, no Event of Default shall occur for 30 days following a failure to make such payment;

(b)

breach of other material obligations —the Issuer or a Guarantor defaults in the performance or observance of any of its other material obligations under or in respect of the New Notes or the Indenture and such default remains unremedied for 90 days after a written notice has been given to the Issuer and the Parent Guarantor by the Trustee or to the Issuer, the Parent Guarantor and the Trustee by the Holders of at least 25% in principal amount of the outstanding New Notes of the applicable series affected thereby, specifying such default or breach and requiring it to be remedied and stating that such notice is a “ Notice of Default ” under the Notes;

(c)

cross-acceleration —any obligation for the payment or repayment of borrowed money having an aggregate outstanding principal amount of at least €100,000,000 (or its equivalent in any other currency) of the Issuer or a Guarantor becomes due and payable prior to its stated maturity by reason of a default and is not paid within 30 days;

(d)

bankruptcy or insolvency —a court of competent jurisdiction commences bankruptcy or other insolvency proceedings against the Issuer, the Parent Guarantor or a Guarantor that is a Significant Subsidiary under the applicable laws of their respective jurisdictions of incorporation, or the Issuer, the Parent Guarantor or a Guarantor that is a Significant Subsidiary applies for or institutes such proceedings or offers or makes an assignment for the benefit of its creditors generally, or a third party institutes bankruptcy or insolvency proceedings against the Issuer, the Parent Guarantor or a Guarantor that is a Significant Subsidiary and such proceedings are not discharged or stayed within 90 days;

(e)

impossibility due to government action —any governmental order, decree or enactment shall be made in or by Belgium or the jurisdiction of incorporation of a Guarantor that is a Significant Subsidiary whereby the Issuer, the Parent Guarantor, or such Guarantor that is a Significant Subsidiary is prevented from observing and performing in full its obligations as set forth in the terms and conditions of the New Notes and the Guarantees, respectively, and this situation is not cured within 90 days; or

(f)

invalidity of the Guarantees —the Guarantees provided by the Parent Guarantor or a Guarantor that is a Significant Subsidiary cease to be valid and legally binding for any reason whatsoever or the Parent Guarantor or a Guarantor that is a Significant Subsidiary seeks to deny or disaffirm its obligations under the Guarantee.

If an Event of Default occurs and is continuing with respect to the Notes, then, unless the principal of all of the New Notes shall already have become due and payable (in which case no action is required for the acceleration of the Notes), the Holders of not less than 25% in aggregate principal amount of New Notes then outstanding, by written notice to the Issuer, the Parent Guarantor and the Trustee as provided in the Indenture, may declare the entire principal of all the New Notes, and the interest accrued thereon, to be due and payable immediately, provided , however , that if an Event of Default specified in paragraph (d) above with respect to the New Notes at the time outstanding occurs, the principal amount of that series shall automatically, and without

any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. Under certain circumstances, the Holders of a majority in aggregate principal amount of the New Notes then outstanding may, by written notice to the Issuer and the Trustee as provided in the Indenture, waive all defaults and rescind and annul such declaration and its consequences, but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.

Except in cases of default, where the Trustee has some special duties, the Trustee is not required to take any action under the Indenture at the request of any Holders unless the Holders offer the Trustee reasonable protection from costs, expenses and liability. This protection is called an indemnity. If reasonable indemnity is provided, the Holders of a majority in principal amount of the outstanding New Notes may direct the time, method and place of conducting any proceeding seeking any remedy available to the Trustee. These majority Holders may also direct the Trustee in performing any other action under the Indenture, so long as such direction would not involve the Trustee in personal liability.

Before you bypass the Trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights or protect your interests relating to the Notes, the following must occur:

(a)

The Trustee must be given written notice that an Event of Default has occurred and remains uncured.

(b)

The Holders of not less than 25% in principal amount of all outstanding New Notes of the relevant series must make a written request that the Trustee institute proceedings because of the default, and must offer indemnity and/or security satisfactory to the Trustee against the costs, expenses and liabilities of taking such request.

(c)

The Trustee must have not taken action for 60 days after receipt of the above notice, request and offer of indemnity.

(d)

No direction inconsistent with such written request has been given to the Trustee during such 60-day period by the holders of the majority in principal amount of the outstanding New Notes of that series.

(e)

However, you are entitled at any time to bring a lawsuit for the payment of money due on your security on or after its due date.

(f)

We will furnish to the Trustee every year a written statement of certain of our officers and directors, certifying that, to their knowledge, we are in compliance with the Indenture and the Notes, or else specifying any default.

Street name and other indirect holders should consult their banks or brokers for information on how to give notice or direction to or make a request of the Trustee and to make or cancel a declaration of acceleration.

Certain Definitions and Other Terms for the New Notes

“ Comparable Treasury Issue ” means the United States Treasury security selected by the Independent Investment Banker that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the applicable Note.

“ Comparable Treasury Price ” means, with respect to any Redemption Date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third Business Day preceding that Redemption Date, as set forth in the daily statistical release designated H.15 (519) (or any successor release) published by the Federal Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for US Government Notes” or (ii) if such release (or any successor release) is not published or does not contain such prices on such business day, (A) the average of the Reference Treasury Dealer Quotations for that Redemption Date, after excluding the highest and lowest of such Reference Treasury

Dealer Quotations or (B) if the Independent Investment Banker for the Notes obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations.

“ Independent Investment Banker ” means Barclays Capital Inc., Deutsche Bank Securities Inc. or Merrill Lynch, Pierce, Fenner & Smith Incorporated, as specified by us, or if all of these firms are unwilling or unable to serve in that capacity, an independent investment banking institution of national standing in the United States appointed by us.

“ Net Tangible Assets ” means the total assets of the Parent Guarantor and its Restricted Subsidiaries (including, with respect to the Parent Guarantor, its net investment in subsidiaries that are not Restricted Subsidiaries) after deducting therefrom (a) all current liabilities (excluding any thereof constituting debt by reason of being renewable or extendable) and (b) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense, organization and developmental expenses and other like segregated intangibles, all as computed by the Parent Guarantor in accordance with generally accepted accounting principles applied by the Parent Guarantor as of a date within 90 days of the date as of which the determination is being made; provided , that any items constituting deferred income taxes, deferred investment tax credit or other similar items shall not be taken into account as a liability or as a deduction from or adjustment to total assets.

“ Other Guaranteed Facilities ” means: (1) any debt securities issued by Anheuser-Busch Companies under (a) the indenture, dated 1 August 1995, between Anheuser-Busch Companies, LLC (formerly Anheuser-Busch Companies, Inc.) and The Bank of New York Mellon Trust Company, N.A. (as successor to Chemical Bank), as trustee, (b) the indenture, dated 1 July 2001, between Anheuser-Busch Companies, LLC (formerly Anheuser-Busch Companies, Inc.) and The Bank of New York Mellon Trust Company, N.A. (as successor to The Chase Manhattan Bank), as trustee and (c) the indenture, dated 1 October 2007, between Anheuser-Busch Companies, LLC (formerly Anheuser-Busch Companies, Inc.) and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), as trustee; (2) the 2010 Senior Facility Agreement (as defined in our Annual Report for the fiscal year ended 31 December 2016 under the heading “Item 5. Operating and Financial Review—G. Liquidity and Capital Resources” and as it may be amended from time to time); (3) the 2015 Senior Facilities Agreement; (4) any debt securities issued or guaranteed by Brandbrew S.A., Brandbev S.à r.l. or the Parent Guarantor under the €15,000,000,000 Euro Medium Term Note Programme originally entered into on 16 January 2009, as the same may be amended from time to time; (5) the debt securities issued pursuant to the indenture, dated 12 January 2009, and the indentures supplemental thereto, in each case between Anheuser-Busch InBev Worldwide Inc., as issuer, the Parent Guarantor, the subsidiary guarantors named therein and the Trustee; (6) the debt securities issued pursuant to the indenture, dated 16 October 2009, and the indentures supplemental thereto, in each case between Anheuser-Busch InBev Worldwide Inc., as Issuer, the Parent Guarantor, the subsidiary guarantors named therein and the Trustee; (7) any debt securities guaranteed by Brandbrew S.A. or Brandbev S.à r.l. under the U.S. Commercial Paper Program of short-term notes due up to a maximum of 364 days from the date of issue issued by Anheuser-Busch InBev Worldwide Inc. pursuant to dealer agreements, an issuing and paying agency agreement, the master note, guarantees and private placement memoranda, each dated on or around 6 June 2011, as amended and restated on or around 20 August 2014; (8) any debt securities issued pursuant to the indentures dated 17 January 2013, 25 January 2016 and 15 May 2017 and the indentures supplemental thereto, in each case between Anheuser-Busch InBev Finance Inc., as issuer, the Parent Guarantor, the subsidiary guarantors named therein and the Trustee; (9) any debt securities issued or to be issued pursuant to the Indenture and the indentures supplemental thereto, in each case between Anheuser-Busch InBev Worldwide Inc., as issuer, the Parent Guarantor, the subsidiary guarantors named therein and the Trustee; and (10) any refinancing (in whole or part) of any of the above items for the same or a lower amount.

“ Principal Plant ” means (a) any brewery, or any manufacturing, processing or packaging plant, now owned or hereafter acquired by the Parent Guarantor or any Subsidiary, but shall not include (i) any brewery or manufacturing, processing or packaging plant which the Parent Guarantor shall by board resolution have determined is not of material importance to the total business conducted by the Parent Guarantor and its

Subsidiaries, (ii) any plant which the Parent Guarantor shall by board resolution have determined is used primarily for transportation, marketing or warehousing (any such determination to be effective as of the date specified in the applicable board resolution) or (iii) at the option of the Parent Guarantor, any plant that (A) does not constitute part of the brewing operations of the Parent Guarantor and its Subsidiaries and (B) has a net book value, as reflected on the balance sheet contained in the Parent Guarantor’s financial statements of not more than $100,000,000, and (b) any other facility owned by the Parent Guarantor or any of its Subsidiaries that the Parent Guarantor shall, by board resolution, designate as a Principal Plant. Following any determination, designation or election referred to herein that a brewery or plant shall not be included as a Principal Plant, the Parent Guarantor may, at its option, by board resolution, elect that such facility subsequently be included as a Principal Plant.

“ Redemption Date ”, when used with respect to any Note to be redeemed, means the date fixed for such redemption by or pursuant to the Indenture.

“ Reference Treasury Dealer ” means (i) Barclays Capital Inc., Deutsche Bank Securities Inc. and Merrill, Lynch, Pierce, Fenner & Smith, Incorporated, and their respective successors, provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in The City of New York (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer and (ii) any three other Primary Treasury Dealers selected by the Company after consultation with the Independent Investment Banker.

“ Reference Treasury Dealer Quotations ” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 3:30 p.m., New York City time, on the third Business Day preceding such Redemption Date.

“ Restricted Subsidiary ” means (a) any Subsidiary which owns or operates a Principal Plant, (b) any other subsidiary which the Parent Guarantor, by board resolution, shall elect to be treated as a Restricted Subsidiary, until such time as the Parent Guarantor may, by further board resolution, elect that such Subsidiary shall no longer be a Restricted Subsidiary, successive such elections being permitted without restriction, and (c) the Issuer and the Subsidiary Guarantors; provided , that each of Companhia de Bebidas das Américas—AmBev and Grupo Modelo S.A.B. de C.V. shall not be “Restricted Subsidiaries” until and unless the Parent Guarantor owns, directly or indirectly, 100% of the equity interests in such company. Any such election will be effective as of the date specified in the applicable board resolution.

“ Significant Subsidiary ” means any Subsidiary (i) the consolidated revenue of which represents 10% or more of the consolidated revenue of the Parent Guarantor, (ii) the consolidated earnings before interest, taxes, depreciation and amortization (“ EBITDA ”) of which represents 10% or more of the consolidated EBITDA of the Parent Guarantor or (iii) the consolidated gross assets of which represent 10% or more of the consolidated gross assets of the Parent Guarantor, in each case as reflected in the most recent annual audited financial statements of the Parent Guarantor, provided that (A) in the case of a Subsidiary acquired by the Parent Guarantor during or after the financial year shown in the most recent annual audited financial statements of the Parent Guarantor, such calculation shall be made on the basis of the contribution of the Subsidiary considered on a pro forma basis as if it had been acquired at the beginning of the relevant period, with the pro forma calculation (including any adjustments) being made by the Parent Guarantor acting in good faith and (B) EBITDA shall be calculated by the Parent Guarantor in substantially the same manner as it is calculated for the amounts shown in “Item 5. Operating and Financial Review—E. Results of Operations” in our Annual Report on Form 20-F for the fiscal year ended 31 December 2016, incorporated by reference in this prospectus.

“ Subsidiary ” means any corporation of which more than 50% of the issued and outstanding stock entitled to vote for the election of directors (otherwise than by reason of default in dividends) is at the time owned directly or indirectly by the Parent Guarantor or a Subsidiary or Subsidiaries or by the Parent Guarantor and a Subsidiary or Subsidiaries.

“ Treasury Rate ” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity (computed as at the third business day immediately preceding that Redemption Date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that Redemption Date.

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion summarizes the material U.S. federal income tax consequences of the Exchange Offer. It applies to you only if you tender your Old Notes for New Notes in this offering. This section is based on the Code, its legislative history, existing and proposed regulations, and published rulings and court decisions, all as currently in effect and subject to change, possibly with retroactive effect.

YOU SHOULD CONSULT WITH YOUR TAX ADVISORS AS TO THE U.S. FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES OF PARTICIPATING IN THE EXCHANGE OFFER .

Exchange of the Old Notes for New Notes

The exchange of the Old Notes for New Notes identical in all material respects and registered under the Securities Act pursuant to the Exchange Offer will not constitute a taxable exchange. As a result, (1) a holder will not recognize a taxable gain or loss as a result of exchanging such holder’s Old Notes; (2) the holding period of the New Notes received will include the holding period of the Old Notes exchanged therefor; and (3) the adjusted tax basis of the New Notes received will be the same as the adjusted tax basis of the Old Notes exchanged therefor immediately before such exchange.

Tax Consequences to Holders Who Do Not Participate in the Exchange Offer

If you do not exchange your Old Notes for New Notes, the Exchange Offer will not be a taxable event with respect to you and you will be subject to U.S. federal income tax on the Old Notes in the same manner, at the same time and in the same amount as before the Exchange Offer.

NOTICES TO CERTAIN NON-U.S. HOLDERS

General

No action has been or will be taken in any jurisdiction that would permit a public offering of the New Notes or the possession, circulation or distribution of this prospectus or any material relating to us, the Old Notes or the New Notes in any jurisdiction where action for that purpose is required. Accordingly, the New Notes offered in the Exchange Offer may not be offered, sold or exchanged, directly or indirectly, and neither this prospectus nor any other offering material or advertisements in connection with the Exchange Offer may be distributed or published, in or from any such country or jurisdiction, except in compliance with any applicable rules or regulations of any such country or jurisdiction.

This prospectus does not constitute an offer to buy or sell or a solicitation of an offer to buy or sell either Old Notes or New Notes in any jurisdiction in which, or to or from any person to or from whom it is unlawful to make such offer or solicitation under applicable securities laws or otherwise. The distribution of this prospectus in certain jurisdictions (including, but not limited to, Canada, the European Economic Area (including, without limitation, Belgium, France, Italy and the United Kingdom) and Hong Kong) may be restricted by law. Persons into whose possession this prospectus comes are required by us and the Exchange Agent to inform themselves about, and to observe, any such restrictions.

Belgium

Neither this prospectus nor any other documents or materials relating to the Exchange Offer have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority and, accordingly, the Exchange Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids (the “ Belgian Takeover Law ”) or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (the “ Belgian Prospectus Law ”), both as amended or replaced from time to time. Accordingly, the Exchange Offer may not be advertised and the Exchange Offer will not be extended, and neither this prospectus nor any other documents or materials relating to the Exchange Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than (i) to persons which are “qualified investors” in the sense of Article 10 of the Belgian Prospectus Law, acting on their own account; or (ii) in any other circumstances set out in Article 6, §4 of the Belgian Takeover Law and Article 3, §4 of the Belgian Prospectus Law. This prospectus has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Exchange Offer. Accordingly, the information contained in this prospectus may not be used for any other purpose or disclosed to any other person in Belgium.

Canada

The New Notes may be offered in Canada only to individuals that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations . Any resale of the New Notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a holder with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the holder within the time limit prescribed by the securities legislation of the holder’s province or territory. The holder should refer to any applicable provisions of the securities legislation of the holder’s province or territory for particulars of these rights or consult with a legal advisor.

European Economic Area

This prospectus has been prepared on the basis that all offers of New Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “ Relevant Member State ”) will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of New Notes. Accordingly, any person making or intending to make any offer in that Relevant Member State of New Notes that are the subject of the Exchange Offer contemplated in this prospectus may only do so in circumstances in which no obligation arises for us to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. We have not authorized, nor do we authorize, the making of any offer of New Notes in circumstances in which an obligation arises for us to publish a prospectus for such offer.

Any offer of the New Notes made to holders of the Old Notes which are located or resident in a Relevant Member State will be addressed to holders which are “qualified investors” as defined in the Prospectus Directive. Any holder that is not a qualified investor will not be able to participate in the Exchange Offer.

France

The Exchange Offer is not being made, directly or indirectly, to the public in the Republic of France (“ France ”). Neither this prospectus nor any other documents or materials relating to the Exchange Offer have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties ( personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers ) and/or (ii) qualified investors ( investisseurs qualifiés ) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier , are eligible to participate in the Exchange Offer. This prospectus and any other document or material relating to the Exchange Offer have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers .

Hong Kong

The New Notes may not be offered by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), and no advertisement, invitation or document relating to the New Notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to New Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

This prospectus is strictly confidential to the person to whom it is addressed and must not be distributed, published, reproduced or disclosed (in whole or in part) by you to any other person in Hong Kong or used for any purpose in Hong Kong other than in connection with your consideration of the Exchange Offer.

Italy

The Exchange Offer, this prospectus or any other documents or materials relating to the Exchange Offer or the New Notes have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (“ CONSOB ”).

The Exchange Offer is being carried out in the Republic of Italy as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the

“ Financial Services Act ”) and article 35-bis, paragraph 3 and 4, of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the “ Issuers’ Regulation ”), as the case may be.

Noteholders or beneficial owners of the Old Notes can offer to exchange Old Notes pursuant to the Exchange Offer through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Old Notes, the New Notes, the Exchange Offer or this prospectus.

United Kingdom

Neither the communication of this prospectus nor any other offering material relating to the Exchange Offer is being made, and this prospectus has not been approved, by an authorized person for the purposes of Section 21 of the FSMA. Accordingly, this prospectus is only being distributed to and is only directed at: (i) persons who are outside the United Kingdom; (ii) investment professionals falling within Article 19(5) of the Order; or (iii) persons who are within Article 43(2) of the Order; or (iv) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The New Notes will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this prospectus or any of its contents and may not participate in the Exchange Offer.

VALIDITY OF NOTES

The validity of the New Notes will be passed upon for AB InBev by Sullivan & Cromwell LLP, London, England. Sullivan & Cromwell LLP from time to time performs legal services for AB InBev.

EXPERTS

Our consolidated financial statements as of and for the year ended 31 December 2016, and the retrospective adjustments to the 2015 and 2014 consolidated financial statement disclosures, incorporated in this prospectus by reference from our Annual Report on Form 20-F for the year ended 31 December 2016, and the effectiveness of our internal control over financial reporting, have been audited by Deloitte Bedrijfsrevisoren BV o.v.v.e. CVBA, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference (which reports express an unqualified opinion on the 2016 consolidated financial and express an unqualified opinion on the effectiveness of internal control over financial reporting). Such financial statements have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

Our consolidated financial statements as of 31 December 2015 and for each of the two years in the period ended 31 December 2015 (prior to adjustments to retrospectively reflect the change in presentation of the AB InBev Group’s segment information), incorporated in this confidential offering memorandum, have been so incorporated in reliance on the report of PricewaterhouseCoopers Bedrijfsrevisoren BCVBA, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. PwC Bedrijfsrevisoren BCVBA (Sint-Stevens-Woluwe, Belgium) is a member of the Institut des Réviseurs d’Entreprises/Instituut der Bedrijfsrevisoren.

The consolidated financial statements of SABMiller plc as of 31 March 2016 and 2015 and for the years ended 31 March 2016, 2015 and 2014 incorporated herein by reference to the Registration Statement filed with the SEC on 26 August 2016 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

Consent to the inclusion in this prospectus of such reports by Deloitte Bedrijfsrevisoren BV o.v.v.e. CVBA, PwC Bedrijfsrevisoren BCVBA and PricewaterhouseCoopers LLP have been filed as Exhibits 23.1, 23.2 and 23.3, respectively, to this Form F-4.

LOGO

ANHEUSER-BUSCH INBEV WORLDWIDE INC.

Offer to Exchange up to

$1,735,171,000 principal amount of 4.439% Notes due 2048

which have been registered under the Securities Act of 1933

For Any and All Outstanding Unregistered

$1,735,171,000 principal amount of 4.439% Notes due 2048

PROSPECTUS

The exchange agent and information agent for the Exchange Offer for the Old Notes is:

Global Bondholder Services

Corporation

By Facsimile (Eligible Institutions Only):

(212) 430-3775 or (212) 430-3779

By Mail or Hand :

65 Broadway—Suite 404

New York, New York 10006

Banks and Brokers Call Collect: (212) 430-3774

All Others, Please Call Toll-Free: (866) 470-3900

By E-mail:

contact@gbsc-usa.com

Requests for additional copies of this prospectus may be directed to the information agent. Beneficial owners may also contact their custodian for assistance concerning the Exchange Offer.

Part II.

INFORMATION NOT REQUIRED IN PROSPECTUS

Indemnification of Directors and Officers

Group Coverage and Policy

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

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

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

Delaware Registrants

Anheuser-Busch InBev Finance Inc. and Anheuser-Busch InBev Worldwide Inc.

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

Section 145 of the DGCL provides, in relevant part, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation

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

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

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

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

Anheuser-Busch Companies, LLC

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

The Operating Agreement of Anheuser-Busch Companies, LLC provides that Anheuser-Busch Companies, LLC shall indemnify each person or entity who was or is a party defendant, in a pending or completed action,

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

Belgian Registrants

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

Luxembourg Registrants

A Luxembourg company may be held liable for criminal offenses where a crime or an offense has been committed in the name and for the benefit of such company, by one of its legal organs or one or more member(s) of such organs (e.g., one or more of its legal or de facto directors or managers). As Luxembourg provisions do not exclude accumulation of liabilities, the natural persons who are the authors or accomplices of the crime or the offense may also be subject to criminal liability.

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

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

Brandbrew S.A.

Brandbrew S.A. is incorporated as a société anonyme under the laws of Luxembourg. Directors of a Luxembourg société anonyme may be held personally liable as directors for their acts in such capacity in, amongst others, the following circumstances:

to the company (on a contractual basis), but not to third parties, for the execution of their mandate and for mismanagement; and

in fault-based tort to third parties (provided that the latter demonstrate that an individual prejudice was suffered as a direct result thereof) and, on a contractual basis, to the company for a breach of the legal or regulatory provisions applicable to companies or of the articles of association of the company.

II-3

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

“The Company shall indemnify any director or officer and his or her heirs, executors and administrators against any expenses reasonably incurred by him or her in connection with any judicial action, suit or proceeding to which he or she may be made a defendant by reason of him of her being or having been director or officer of the Company, or, at the request of the Company, any other company of which the Company is a shareholder or creditor and by which he or she is not entitled to be indemnified, except in relation to matters as to which he or she shall be finally adjudged in such judicial action, suit or proceeding to be liable for gross negligence or for having breached his or her duties towards the company. In the event of a settlement, indemnification shall be provided only in connection with such matters as are covered by the settlement and only if the Company has been advised by its legal counsel that the person to be indemnified has not breached his or her duties towards the company. The foregoing right of indemnification shall not exclude other rights to which the aforementioned persons to be indemnified may be entitled.”

Brandbev S.à r.l.

Brandbev S.à r.l. is incorporated as a société à responsabilité limitée incorporated under the laws of Luxembourg. Managers of a Luxembourg société à responsabilité limitée may be held personally liable as managers for their acts in such capacity in, amongst others, the following circumstances:

to the company (on a contractual basis), but not to third parties, for the execution of their mandate and for mismanagement; and

The articles of association of Brandbev S.à r.l. do not contain any indemnification provisions.

Exhibits and Financial Statement Schedules


Exhibit No.		Description

3.1		Articles of Association of Anheuser-Busch InBev SA/NV (English-language translation).

4.1*		Indenture, dated as of 16 December 2016, among Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch InBev SA/NV, the Subsidiary Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A (incorporated by reference as Exhibit 2.8 to the Form 20-F (File No. 001-37911) filed by Anheuser-Busch InBev SA/NV on 22 March 2017).

4.2		Eighth Supplemental Indenture, dated as of April 6, 2017, among Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch InBev SA/NV, the Subsidiary Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the Old Notes.

4.3		Form of Ninth Supplemental Indenture among Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch InBev SA/NV, the Subsidiary Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the New Notes.

4.4		Registration Rights Agreement, dated as of 6 April 2017, among Anheuser-Busch InBev SA/NV, Anheuser-Busch InBev Worldwide Inc., the Subsidiary Guarantors named therein and Barclays Capital Inc., Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

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

II-4


Exhibit No.		Description

5.2		Opinion of Clifford Chance LLP, Brussels, Belgium, with respect to Anheuser-Busch InBev SA/NV and Cobrew NV.

5.3		Opinion of Clifford Chance SCS, Luxembourg, Luxembourg with respect to Brandbrew S.A. and Brandbev S.à r.l.

12.1		Ratio of Earnings to Fixed Charges (included herein).

23.1		Consent of Deloitte Bedrijfsrevisoren BV o.v.v.e. CVBA relating to the financial statements of Anheuser-Busch InBev SA/NV for the financial year ended 31 December 2016.

23.2		Consent of PwC Bedrijfsrevisoren BCVBA relating to the financial statements of Anheuser-Busch InBev SA/NV for the financial years ended 31 December 2015 and 2014.

23.3		Consent of PricewaterhouseCoopers LLP relating to the financial statements of SABMiller plc as of 31 March 2016 and 2015 and for the three years ended 31 March 2016.

23.4		Consent of Deloitte Touche Tohmatsu relating to the financial statements of Ambev S.A. for the year ended 31 December 2015.

23.5		Consent of Sullivan & Cromwell LLP, New York, NY, United States of America (included as part of its opinion filed as Exhibit 5.1 hereto).

23.6		Consent of Clifford Chance LLP, Brussels, Belgium, with respect to Anheuser-Busch InBev SA/NV and Cobrew NV (included as part of its opinion filed as Exhibit 5.2 hereto).

23.7		Consent of Clifford Chance SCS, Luxembourg, Luxembourg with respect to Brandbrew S.A. and Brandbev S.à r.l. (included as part of its opinion filed as Exhibit 5.3 hereto).

24.1		Powers of Attorney of certain Directors and Officers of Anheuser-Busch InBev SA/NV.

24.2		Powers of Attorney of certain Directors and Officers of Anheuser-Busch InBev Worldwide Inc.

24.3		Powers of Attorney of certain Directors and Officers of Anheuser-Busch InBev Finance Inc.

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

24.5		Powers of Attorney of certain Directors and Officers of Cobrew NV.

24.6		Powers of Attorney of certain Directors and Officers of Brandbrew S.A.

24.7		Powers of Attorney of certain Directors and Officers of Brandbev S.à r.l.

24.8		Powers of Attorney of Authorized Representative in the United States.

25.1		Form T-1 Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A., with respect to Exhibit 4.1.

99.1		Form Letter of Transmittal.

Undertakings

(a) The undersigned registrant hereby undertakes:

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

•

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

•

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

II-5

•

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

•

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

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

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

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided , however , that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

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

•

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

•

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

•

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

•

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

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

II-6

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

(d) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(e) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Leuven, Belgium, on June 30, 2017.


ANHEUSER-BUSCH INBEV SA/NV

By:		/s/ Ann Randon
Name:		Ann Randon
Title:		Authorized Signatory
		Anheuser-Busch InBev SA/NV

By:		/s/ Jan Vandermeersch
Name:		Jan Vandermeersch
Title:		Authorized Signatory
		Anheuser-Busch InBev SA/NV

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on June 30, 2017.


Signature				Title

* Carlos Brito				Chief Executive Officer (Principal Executive Officer)

* Felipe Dutra				Chief Financial and Technology Officer (Principal Financial Officer and Principal Accounting Officer)

* Oliver Goudet				Chairman of the Board of Directors

* María Asuncion Aramburuzabala				Member of the Board of Directors

* Alexandre Behring				Member of the Board of Directors

M. Michele Burns				Member of the Board of Directors

* Paul Cornet de Ways Ruart				Member of the Board of Directors

* Stéfan Descheemaeker				Member of the Board of Directors

* Paulo Alberto Lemann				Member of the Board of Directors

Elio Leoni Sceti				Member of the Board of Directors



Carlos Alberto Sicupira				Member of the Board of Directors

* Grégoire de Spoelberch				Member of the Board of Directors

* Marcel Herrmann Telles				Member of the Board of Directors

* Alexandre Van Damme				Member of the Board of Directors

* William F. Gifford, Jr.				Member of the Board of Directors

* Martin J. Barrington				Member of the Board of Directors

* Alejandro Santo Domingo Dávila				Member of the Board of Directors


*By:		/s/ Jan Vandermeersch
Name:		Jan Vandermeersch
Title:		Attorney-in-Fact

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative of the registrant in the United States has signed this registration statement in Leuven, Belgium, on June 30, 2017.


ANHEUSER-BUSCH INBEV SA/NV (Authorized Representative)

By:	*
	Name:	Alan Audi
	Title:	Global Legal Director Anheuser-Busch InBev Services, LLC

*By:	/s/ Jan Vandermeersch
	Name:	Jan Vandermeersch
	Title:	Attorney-in-Fact

SIGNATURES


ANHEUSER-BUSCH INBEV WORLDWIDE INC.

By:		/s/ Alan Audi
Name:		Alan Audi
Title:		Authorized Officer
		Anheuser-Busch InBev Worldwide Inc.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on June 30, 2017.


Signature				Title

* Joao Castro Neves				President, Chief Executive Officer and Director (Principal Executive Officer)

* Nelson Jamel				Vice President, Finance (Principal Financial Officer)

* Naomi Lopez				Vice President, Controller (Principal Accounting Officer)

* Katherine Barrett				Director


*By:		/s/ Alan Audi
Name:		Alan Audi
Title:		Attorney-in-Fact

SIGNATURES


ANHEUSER-BUSCH INBEV FINANCE INC.

By:		/s/ Alan Audi
Name:		Alan Audi
Title:		Authorized Officer
		Anheuser-Busch InBev Finance Inc.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on June 30, 2017.


Signature				Title

* Fernando Tennenbaum				Chairman of the Board of Directors

* Lucas Lira				Member of the Board of Directors

* Matthew Amer				Member of the Board of Directors

* Gabriel Ventura				Member of the Board of Directors (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)


*By:		/s/ Alan Audi
Name:		Alan Audi
Title:		Attorney-in-Fact

SIGNATURES


ANHEUSER-BUSCH COMPANIES, LLC

By:		/s/ Alan Audi
Name:		Alan Audi
Title:		Authorized Officer
		Anheuser-Busch Companies, LLC

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on June 30, 2017.


Signature				Title

* Joao Castro Neves				President, Chief Executive Officer and Director (Principal Executive Officer)

* Nelson Jamel				Vice President, Finance (Principal Financial Officer)

* Naomi Lopez				Vice President, Controller (Principal Accounting Officer)

* Katherine Barrett				Director


*By:		/s/ Alan Audi
Name:		Alan Audi
Title:		Attorney-in-Fact

SIGNATURES


COBREW NV

By:		/s/ Ann Randon
Name:		Ann Randon
Title:		Authorized Signatory
		Cobrew NV

By:		/s/ Jan Vandermeersch
Name:		Jan Vandermeersch
Title:		Authorized Signatory Cobrew NV

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on June 30, 2017.


Signature				Title

* Octavio Grisolia Chino				Member of the Board of Directors

* Ann Randon				Member of the Board of Directors (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

* Benoit Loore				Member of the Board of Directors

* Frederik Rogge				Member of the Board of Directors


*By:		/s/ Jan Vandermeersch
Name:		Jan Vandermeersch
Title:		Attorney-in-Fact


COBREW NV (Authorized Representative)

By:	*
	Name:	Alan Audi
	Title:	Global Legal Director Anheuser-Busch InBev Services, LLC

*By:	/s/ Jan Vandermeersch
	Name:	Jan Vandermeersch
	Title:	Attorney-in-Fact

SIGNATURES


BRANDBREW S.A.

By:		/s/ Ann Randon
Name:		Ann Randon
Title:		Authorized Signatory
		Brandbrew S.A.

By:		/s/ Jan Vandermeersch
Name:		Jan Vandermeersch
Title:		Authorized Signatory
		Brandbrew S.A.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on June 30, 2017.


Signature				Title

* Gert Bert Maria Magis				Member of the Board of Directors

* Octavio Grisolia Chino				Member of the Board of Directors

* Yann Callou				Member of the Board of Directors

* Yannick Bomans				Member of the Board of Directors (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)


*By:		/s/ Jan Vandermeersch
Name:		Jan Vandermeersch
Title:		Attorney-in-Fact


BRANDBREW S.A. (Authorized Representative)

By:	*
	Name:	Alan Audi
	Title:	Global Legal Director Anheuser-Busch InBev Services, LLC

*By:	/s/ Jan Vandermeersch
	Name:	Jan Vandermeersch
	Title:	Attorney-in-Fact

SIGNATURES


BRANDBEV S.À R.L.

By:		/s/ Ann Randon
Name:		Ann Randon
Title:		Authorized Signatory
		Brandbev S.à R.L.

By:		/s/ Jan Vandermeersch
Name:		Jan Vandermeersch
Title:		Authorized Signatory
		Brandbev S.à R.L.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on June 30, 2017.


Signature				Title

* Gert Bert Maria Magis				Member of the Board of Directors

* Yann Callou				Member of the Board of Directors

* Yannick Bomans				Member of the Board of Directors (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)


*By:		/s/ Jan Vandermeersch
Name:		Jan Vandermeersch
Title:		Attorney-in-Fact


BRANDBEV S.À R.L. (Authorized Representative)

By:	*
	Name:	Alan Audi
	Title:	Global Legal Director Anheuser-Busch InBev Services, LLC

*By:	/s/ Jan Vandermeersch
	Name:	Jan Vandermeersch
	Title:	Attorney-in-Fact

INDEX TO EXHIBITS


Exhibit No.		Description

3.1		Articles of Association of Anheuser-Busch InBev SA/NV (English-language translation).

4.1*		Indenture, dated as of 16 December 2016, among Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch InBev SA/NV, the Subsidiary Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A (incorporated by reference as Exhibit 2.8 to the Form 20-F (File No. 001-37911) filed by Anheuser-Busch InBev SA/NV on 22 March 2017).

4.2		Eighth Supplemental Indenture, dated as of April 6, 2017, among Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch InBev SA/NV, the Subsidiary Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the Old Notes.

4.3		Form of Ninth Supplemental Indenture among Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch InBev SA/NV, the Subsidiary Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the New Notes.

4.4		Registration Rights Agreement, dated as of 6 April 2017, among Anheuser-Busch InBev SA/NV, Anheuser-Busch InBev Worldwide Inc., the Subsidiary Guarantors named therein and Barclays Capital Inc., Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

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

5.2		Opinion of Clifford Chance LLP, Brussels, Belgium, with respect to Anheuser-Busch InBev SA/NV and Cobrew NV.

5.3		Opinion of Clifford Chance SCS, Luxembourg, Luxembourg with respect to Brandbrew S.A. and Brandbev S.à r.l.

12.1		Ratio of Earnings to Fixed Charges (included herein).

23.1		Consent of Deloitte Bedrijfsrevisoren BV o.v.v.e. CVBA relating to the financial statements of Anheuser-Busch InBev SA/NV for the financial year ended 31 December 2016.

23.2		Consent of PwC Bedrijfsrevisoren BCVBA relating to the financial statements of Anheuser-Busch InBev SA/NV for the financial years ended 31 December 2015 and 2014.

23.3		Consent of PricewaterhouseCoopers LLP relating to the financial statements of SABMiller plc as of 31 March 2016 and 2015 and for the three years ended 31 March 2016.

23.4		Consent of Deloitte Touche Tohmatsu relating to the financial statements of Ambev S.A. for the year ended 31 December 2015.

23.5		Consent of Sullivan & Cromwell LLP, New York, NY, United States of America (included as part of its opinion filed as Exhibit 5.1 hereto).

23.6		Consent of Clifford Chance LLP, Brussels, Belgium, with respect to Anheuser-Busch InBev SA/NV and Cobrew NV (included as part of its opinion filed as Exhibit 5.2 hereto).

23.7		Consent of Clifford Chance SCS, Luxembourg, Luxembourg with respect to Brandbrew S.A. and Brandbev S.à r.l. (included as part of its opinion filed as Exhibit 5.3 hereto).

24.1		Powers of Attorney of certain Directors and Officers of Anheuser-Busch InBev SA/NV.

24.2		Powers of Attorney of certain Directors and Officers of Anheuser-Busch InBev Worldwide Inc.

24.3		Powers of Attorney of certain Directors and Officers of Anheuser-Busch InBev Finance Inc.

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

24.5		Powers of Attorney of certain Directors and Officers of Cobrew NV.

24.6		Powers of Attorney of certain Directors and Officers of Brandbrew S.A.

24.7		Powers of Attorney of certain Directors and Officers of Brandbev S.à r.l.

24.8		Powers of Attorney of Authorized Representative in the United States.


Exhibit No.		Description

25.1		Form T-1 Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A., with respect to Exhibit 4.1.

99.1		Form Letter of Transmittal.

*	Previously filed.

EXHIBIT 3.1

ANHEUSER-BUSCH INBEV SA/NV

(in short “AB INBEV” )

Grand Place 1

1000 Brussels

0417.497.106 RLE ( Brussels )

ARTICLES OF ASSOCIATION

Article 1. NAME

The company is a limited liability company ( société anonyme / naamloze vennootschap ) with the name “ Anheuser-Busch InBev ”, in short “ AB InBev ” (the Company ).

The Company is a company calling or having called for public savings ( société faisant ou ayant fait publiquement appel à l’épargne / vennootschap die een publiek beroep op het spaarwezen doet of heeft gedaan ).

Article 2. REGISTERED OFFICE

The registered office is situated at 1 Grand’ Place, 1000 Brussels.

The board of directors of the Company (the Board of Directors ) may by resolution transfer the registered office to any other town or municipality in Belgium.

The Company may by resolution of the Board of Directors establish seats of administration or operation, branch offices, offices and agencies both in and outside Belgium.

Article 3. DURATION

The Company is incorporated for an unlimited duration.

It may be wound up by resolution of the shareholders’ meeting of the Company (the Shareholders’ Meeting ) passed in the conditions and forms required for a modification of these articles of association (the Articles of Association ).

Article 4. CORPORATE PURPOSE

The Company’s corporate purpose is:

to produce and deal in all kinds of beers, drinks, foodstuffs and ancillary products, process and deal in all by-products and accessories, of whatsoever origin or form, of its industry and trade, and to design, construct or produce part or all of the facilities for the manufacture of the aforementioned products;

b)	to purchase, construct, convert, sell, let and sublet, lease, license and operate in any form whatsoever all real property and real property rights and all businesses, movable property and movable property rights connected with its activities;

to acquire and manage participating interests and shares in companies or undertakings having a corporate purpose similar or related to, or likely to promote the attainment of, any of the foregoing corporate purposes, and in financial companies; to finance such companies or undertakings by means of loans, guarantees or in any other manner whatsoever; to take part in the management of the aforesaid companies through membership of the Board of Directors or any similar governing body;

d)	to carry out all administrative, technical, commercial and financial work and studies for the account of undertakings in which it holds an interest or on behalf of third parties.

It may, within the scope of its corporate purpose, engage in all civil, commercial, industrial and financial transactions either in or outside Belgium.

It may take interests by way of asset contribution, merger, subscription, equity investment, financial support or otherwise in all undertakings companies or associations having a corporate purpose similar or related to or likely to promote the furtherance of its corporate purpose.

Article 5. CAPITAL AND CLASSES OF SHARES

5.1 The share capital of the Company amounts to EUR 1,238,608,344.12. It is represented by 2,019,241,973 shares without nominal value, each of which represents an equal portion of the share capital (the Shares ). The share capital has been fully and unconditionally subscribed for and is fully paid up.

5.2 There are two classes of Shares. All Shares are ordinary shares (the Ordinary Shares ), except for 325,999,817 Shares (the Restricted Shares ). The Restricted Shares shall always be in registered form and shall not be listed or admitted to trading on any regulated or unregulated stock market. The holders of Restricted Shares shall be referred to together as the Restricted Shareholders .

5.3 All Shares entitle their holders to the same rights and benefits, except as set out in these Articles of Association.

Article 6. FORM OF THE SHARES AND OTHER SECURITIES

6.1 Shares that are not fully paid up shall be in registered form. Shares that are fully paid up and other securities issued by the Company shall be either in registered or dematerialised form, except that Restricted Shares shall always remain in registered form.

6.2 Except in the cases referred to in Article 6.1, security holders may elect to have, at any time, at their own expense, registered Shares or other registered securities converted into dematerialised Shares or other dematerialised securities (and vice versa ). Dematerialised Shares or other dematerialised securities are represented by a book-entry in an account opened in the name of their owner or holder with an authorised account holder or with a clearing institution.

6.3 The register of registered Shares and the register of other registered securities issued by the Company, if any, are held in electronic form by the Company. The Board of Directors may decide to outsource the maintenance and administration of any electronic register to a third party. All entries in the registers, including transfers and conversions, can validly be made on the basis of documents or instructions which the transferor, transferee and/or holder of the securities, as applicable, may send electronically or by other means. The Company may oppose the registration in the register of registered Shares of any transfers, pledges or conversions that do not comply with the terms of these Articles of Association.

6.4 The Board of Directors may decide to split the register of registered Shares into two volumes, one to be kept at the registered office of the Company and one to be kept elsewhere, in accordance with the conditions set out in article 464 of the Companies Code.

Article 7. TRANSFER OF SHARES – PLEDGES – CONVERSION

7.1 Ordinary Shares are freely transferable.

7.2 Subject to Article 7.3, no Restricted Shareholder shall transfer, sell, contribute, offer, grant any option on, otherwise dispose of, pledge, charge, assign, mortgage, grant any lien or any security interest on, enter into any certification ( certification / certificering ) or depository arrangement or enter into any form of hedging arrangement with respect to, in each case directly or indirectly, any of its Restricted Shares or any interests therein or any rights relating thereto, or enter into any contract or other agreement to do any of the foregoing, for a period of five years expiring on 10 October 2021.

7.3 Notwithstanding Article 7.2:

(a)

any Restricted Shareholder may transfer, sell, contribute, offer, grant any option on, otherwise dispose of, pledge, charge, assign, mortgage, grant a lien or any security interest on, or enter into any form of hedging arrangement with respect to, in each case directly or indirectly, any of its Restricted Shares or any interests therein or any rights relating thereto, or enter into any contract or other agreement to do any of the foregoing, to or for the benefit of any person that is its Affiliate, its Successor and/or Successor’s Affiliate (together a Restricted Shareholder Group ), provided that if any such transferee ceases to be a member of the Restricted Shareholder Group of the Restricted Shareholder that initially made the transfer (or of its Successor), all such Restricted Shares which such transferee owns or in which it holds an interest shall be automatically transferred to such Restricted Shareholder (or to a person which, at the time of such transfer, is its Affiliate or its Successor) and shall therefore remain Restricted Shares;

for the purposes of these Articles of Association, an Affiliate of any person has the meaning given to it in article 11 of the Companies Code, and a Successor of any person shall mean (i) in respect of any entity, any entity (x) to which such person transfers all of its assets and (y) which is (and continues to be) directly or indirectly controlled solely or jointly (within the meaning of articles 5, 8 and 9 of the Companies Code) by the same entities (or their Successors) or individuals (or any heirs of such individuals) that exercised directly or indirectly sole or joint control over, such shareholder immediately prior to such transfer, or (ii) in respect of any individual, any heir of that individual following his or her death or any individual to whom the assets of such individual are required to be transferred by virtue of applicable law;

(b)	any Restricted Shareholder may (or, for the purposes of Article 7.3(b)(ii)(aa) only, a Pledgee or a Receiver – as defined below – may):

(i)

with the prior written consent granted by the Board of Directors (a Pledge Consent ) (it being understood that the consent letters entered into by Anheuser-Busch InBev SA/NV with Altria Group, Inc. and BEVCO Ltd. on 11 November 2015 (as subsequently amended from time to time) constitute Pledge Consents for all purposes under these Articles of Association), pledge, charge, assign, mortgage, or otherwise grant a lien over or grant any security interest on all or any part of its Restricted Shares or any interests therein and any rights relating thereto as security (in each case, a Pledge ) in respect of any bona fide loans, credit facilities, notes, surety bonds (or other arrangements to secure a stay of execution on or the satisfaction of a judgment or order), letters of credit or any similar extensions of credit to such Restricted Shareholder or any of its Affiliates, hedging, derivative or other financing transactions to which such Restricted Shareholder or any of its Affiliates is a party or, in each case, in respect of which such Restricted Shareholder or any of its Affiliates is a guarantor or security provider, or a guaranty of any of the foregoing;

(ii)

transfer, sell, contribute, offer, grant any option on, or otherwise dispose of, in each case directly or indirectly, or enter into any contract or other agreement to do any of the foregoing in respect of all or part of (or any interest in) the Restricted Shares that are the subject of a Pledge to which a Pledge Consent has been given:

(aa)

to, or as directed by or with the written consent of, the relevant pledgee, chargee, assignee, mortgagee, or other security interest holder (a Pledgee ) or to, or as directed by or with the written consent of, a receiver, administrator or other similar official appointed in connection with an enforcement of a Pledge (a Receiver ), simultaneously with, or at any time after, such Restricted Shareholder, Pledgee or Receiver notifying the Company that such Pledgee or Receiver has enforced or commenced enforcement action with respect to such Pledge; or

(bb)

to the extent the Restricted Shareholder determines in good faith that such transfer is the only commercially reasonable alternative available to prevent an imminent enforcement of a Pledge by a Pledgee or a Receiver in respect of such Restricted Shares (and the proceeds of the transfer are used to satisfy the underlying obligation secured by the Pledge) and has given written notice to the Board of Directors in which the Restricted Shareholder confirms that it has determined in good faith that such transfer is the only commercially reasonable alternative available to prevent an imminent enforcement of a Pledge by the relevant Pledgee or Receiver in respect of such Restricted Shares.

In these Articles of Association, a Restricted Transferee shall mean each of any Pledgee, Receiver, anyone to whom any Restricted Shares (or any interest in those Restricted Shares) are (or are agreed to be) transferred, sold, contributed, offered, granted any option on, or otherwise disposed of in accordance with Article 7.3(b)(ii)(aa) or 7.3(b)(ii)(bb), and any person referred to in Article 7.5(c).

7.4 The Company shall record in the register of registered Shares in accordance with Belgian law the details of any Pledge notified to it and which is permitted in accordance with a Pledge Consent, by the end of the next Business Day (as defined below) following the day on which it has received notice of such Pledge and shall, if requested, provide evidence thereof to the relevant shareholder as soon as practicable after such recordation.

7.5 A Restricted Share shall be unconditionally convertible at the option of the person or persons specified below into Ordinary Shares (on the basis of one Ordinary Share for each Restricted Share):

(a)

at any time after 10 October 2021, at the option of the holder in respect of all or any portion of its Restricted Shares;

(b)

immediately prior to, but then solely for the purpose of facilitating, or at any time after entering into an agreement or arrangement to effect, any transfer, sale, contribution, offer, or other disposal permitted pursuant to Article 7.3(b)(ii), at the option of the holder of the Restricted Shares which are the subject of such transaction or of the Restricted Transferee in respect of such Restricted Shares; and/or

(c)

at the option of (i) a Pledgee under a Pledge in respect of shares of SABMiller plc in respect of which a Pledge Consent has been granted or a Receiver in respect of such shares of SABMiller plc where the Pledgee has exercised its rights of enforcement (itself or through a Receiver) prior to 10 October 2016 or (ii) a transferee of, in lieu of, or at the direction of, any such Pledgee or Receiver, in respect of all or any portion of its Restricted Shares.

7.6 Any Restricted Share shall automatically be converted into an Ordinary Share (on the basis of one Ordinary Share for each Restricted Share):

(a)

upon any transfer, sale, contribution or other disposal of any such Restricted Share or any interests or rights therein (including to a Restricted Transferee), except only in the instances referred to in Articles 7.3(a) and 7.3(b)(i) provided that, in such instances, the Restricted Shares shall automatically be converted into Ordinary Shares upon any subsequent transfer, sale, contribution or disposal to any party which is not an Affiliate, a Successor or a Successor’s Affiliate of the Restricted Shareholder; in no case whatsoever shall a Restricted Transferee ever become a Restricted Shareholder in respect of such Restricted Shares;

(b)

immediately prior to the closing of a successful public takeover bid for all the Shares in the Company or the completion of a merger of the Company as acquiring or disappearing company, in circumstances where the shareholders directly or indirectly controlling (within the meaning of article 5 of the Companies Code) or exercising directly or indirectly joint control (within the meaning of article 9 of the Companies Code) over the Company immediately prior to such takeover bid or merger will not directly or indirectly control, or exercise directly or indirectly joint control over, the Company or the surviving entity following such takeover bid or merger; and/or

(c)	upon the announcement of a squeeze-out bid for the outstanding Shares, in accordance with article 513 of the Companies Code.

7.7 In the event that all the Shares in the Company are acquired by a company which the shareholders of the Company immediately prior to such acquisition directly or indirectly control or exercise directly or indirectly joint control over (within the meaning of articles 5, 8 and 9 of the Companies Code), Restricted Shareholders shall be treated in an equivalent manner to holders of Ordinary Shares, save that there shall be equivalent differences between the rights and restrictions attaching to the shares to be issued to holders of Ordinary Shares and the shares to be issued to holders of Restricted Shares to reflect the differences in rights and restrictions between the Ordinary Shares and the Restricted Shares.

7.8 Save where a Pledge Consent has previously been given to a Restricted Shareholder, in which event no further authorisation or consent of, or action by, the Board of Directors shall be required with respect to the creation, existence or enforcement of, or the exercise of the rights under, any Pledge made by such Restricted Shareholder or any of its Affiliates in accordance with the terms of such Pledge Consent, the Board of Directors shall have absolute discretion as to whether to grant a Pledge Consent. The pledging policy that the Board of Directors shall adopt from time to time will set out the circumstances in which the Board of Directors will grant a Pledge Consent. The provisions of these Articles of Association shall be prevailing in the event of any conflict between the pledging policy and these Articles of Association.

7.9 Provided that the relevant conditions set forth in Article 7.5 or 7.6, as applicable, are met, the Company will record the conversion of the Restricted Shares into Ordinary Shares (and, if relevant, the transfer of the Ordinary Shares which are the subject of the conversion of the Restricted Shares to or as directed in writing by the relevant Restricted Shareholder or the Restricted Transferee), in the Company’s share register, on the same Business Day (if the notice relating to such conversion and/or transfer is received by the Company before 1:00 pm Belgian time) or the next Business Day (if the notice relating to this conversion and/or transfer is received by the Company after 1:00 pm Belgian time or on a day that is not a Business Day). For the purpose of these Articles of Association, Business Day(s) shall mean all days of the week with the exception of Saturdays, Sundays and legal public holidays in Belgium.

From the time of conversion, the Ordinary Shares will be freely and unconditionally transferable by (or as directed by) the Restricted Shareholder or Restricted Transferee or any transferee or transferees of such Ordinary Shares, free of any lock-up or other restriction.

On the same day as the recordation of the conversion, the Company will send to Euronext Brussels a request for admission to listing of such Ordinary Shares and take all such steps that are within the Company’s control to ensure that admission to listing occurs promptly thereafter. Neither the Restricted Shareholder, the Restricted Transferee nor any other transferee shall be liable for any costs or expenses incurred by the Company in connection with such conversion or transfer, and the Company shall not be liable for any delay in conversion or transfer or admission to listing provided it complies with this Article 7.9.

7.10 Upon conversion of Restricted Shares in accordance with this Article 7, the Board of Directors shall be empowered to amend Article 5.2 to reflect the modification in the number of Ordinary Shares and Restricted Shares.

Article 8. RIGHTS OF RESTRICTED SHARES

8.1 If at any time the Ordinary Shares shall be changed into a different number of Shares or a different class of Shares by reason of any share dividend, subdivision, reorganisation, reclassification, recapitalisation, stock split, reverse stock split, combination or exchange of Shares, or any similar event shall have occurred, there will be an equivalent share dividend, subdivision, reorganisation, reclassification, recapitalisation, stock split, reverse stock split, combination or exchange of Shares or similar event with respect to the Restricted Shares, provided that (i) nothing shall be deemed to permit the Company (including the Board of Directors) to take any action with respect to its share capital that is otherwise prohibited by these Articles of Association and (ii) if any such event would otherwise cause any Restricted Shareholder to cease to hold at least one such Restricted Share by virtue of its entitlement following such event being to a fraction of less than one Restricted Share, its entitlement following such event shall be rounded up to one Restricted Share.

8.2 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 Companies Code.

Article 9. ORDERLY DISPOSAL

Any initial holder of Ordinary Shares resulting from the conversion of Restricted Shares which were previously held by such holder (other than a Restricted Transferee) or any of its Affiliates who contemplates selling such Ordinary Shares on a stock exchange on which the Ordinary Shares are listed (other than by a block trade or overnight placement in accordance with customary market practice for dispositions of such nature) in a single transaction or series of connected transactions for an amount exceeding 1% of the total share capital within three months of the date of conversion shall use reasonable endeavours to effect such sale in an orderly manner of disposition that is not likely to disrupt materially the market for the Shares and shall consult with the Company in advance of such sale, subject to the Company consenting to being made an insider for these purposes. For the avoidance of doubt, this Article 9 shall not apply to transfers to any Restricted Transferee in the circumstances set out in Article 7.3(b)(ii).

Article 10. DISCLOSURE OF SIGNIFICANT SHAREHOLDINGS

In addition to the transparency disclosure thresholds set out by the applicable Belgian legislation, the disclosure obligation set out in such legislation shall also apply as soon as the amount of securities giving voting rights held by a person acting alone or by persons acting in concert reaches, exceeds or falls below a 3% or 7.5% threshold of the total outstanding securities with voting rights. Any obligation imposed by the applicable Belgian legislation to holders of 5% (or any multiple of 5%) of the total outstanding securities with voting rights shall also apply to the additional notification thresholds of 3% and 7.5%.

Article 11. AUTHORISED CAPITAL

11.1 The Board of Directors may increase the share capital of the Company, in one or several times, by the issuance of a number of Shares, or financial instruments giving right to Shares, which will not represent more than 3% of the Shares outstanding as at 26 April 2017 (the amount obtained shall be, to the extent necessary, rounded down to result in an entire number of Shares), provided that, in accordance with Article 603, first indent, of the Companies Code, this may not result in the share capital being increased, in one or several times, by an amount exceeding the amount of share capital prevailing on 26 April 2017.

The increase(s) of capital decided under such authorisation may be effected by contribution in cash or in kind, including as the case may be an issue premium not available for distribution, the amount of which shall be fixed by the Board of Directors, and by creation of new Shares conferring such rights as the Board of Directors shall determine.

The increase(s) of capital may also be effected by capitalisation of reserves, including those not available for distribution, or an issue premium, with or without the creation of new Shares.

Such authorisation is granted to the Board of Directors for a period of five years as from the date of publication of the amendment of the Articles of Association resolved upon by the extraordinary Shareholders’ Meeting of 26 April 2017. It can be renewed, once or several times, in accordance with applicable legal provisions.

11.2 The Board of Directors may be expressly authorised by the Shareholders’ Meeting, in case of public take-over bids on securities of the Company, to increase the capital, under the conditions set out in article 607 of the Companies Code. This authorisation may be granted for a period of three years as from the date of the amendment of the Articles of Association setting out the authorisation.

Article 12. INCREASE AND DECREASE OF CAPITAL – PREFERENTIAL SUBSCRIPTION RIGHT

12.1 In case of an increase of capital through the issue of new Shares, convertible bonds, bonds repayable in Shares, subscription rights or other financial instruments giving a right to Shares (any such Shares, bonds, rights or instruments being referred to as Equity Interests ), all shareholders will have a preferential right to subscribe for any such Equity Interests, as set out in and in accordance with article 592 of the Companies Code. The preferential subscription right shall entitle each shareholder to subscribe for any new Equity Interests, pro rata to the proportion of existing share capital as it holds immediately prior to such issue. Each shareholder may exercise its preferential right in whole or in part.

The time within which the preferential subscription right may be exercised shall be fixed by the Shareholders’ Meeting or by the Board of Directors as the case may be, but shall not be less than fifteen calendar days from the date on which the subscription period was opened. The preferential subscription right shall be negotiable during the subscription period to the extent to which the Shares may be transferred.

The Board of Directors may decide that preferential subscription rights which were not or were only partly exercised by any shareholders shall accrue proportionally to the other shareholders who have already exercised their subscription rights, and shall fix the practical terms for such subscription. The Board of Directors may also conclude, upon such terms as it shall determine, all agreements intended to secure the subscription of part or all of the new Shares to be issued.

12.2 The Shareholders’ Meeting acting in accordance with article 596 of the Companies Code may restrict or cancel the preferential subscription right for a purpose that is in the best interest of the Company, provided however that if the preferential subscription right is restricted or cancelled with respect to any issuance in which any existing shareholder subscribes to any Equity Interests, all existing shareholders shall be given the same right and be treated in the same way. Such equal treatment requirement shall not apply when the preferential subscription right is restricted or cancelled with respect to issuances of Equity Interests issued solely pursuant to any stock option plans or other compensation plans in the ordinary course of business.

In the case the Shareholders’ Meeting has granted an authorisation to the Board of Directors to effect a capital increase in the framework of the authorised capital and such authorisation allows the Board of Directors to do so, the Board of Directors may likewise restrict or cancel the preferential subscription right applying the same principles as set out in this paragraph.

If any Restricted Shareholder exercises its preferential subscription rights in respect of its holding of Restricted Shares, the Company shall issue, at the election of the Restricted Shareholder, either Restricted Shares or Ordinary Shares (or a combination thereof) to such Restricted Shareholder. No Restricted Shares shall be issued other than to a Restricted Shareholder exercising its preferential subscription right. In case of any event referred to in Article 8.1, Restricted Shareholders shall only be entitled or required to receive Restricted Shares in respect of the Restricted Shares held by them.

12.3 The Company may proceed with a reduction in capital in accordance with articles 612 and following of the Companies Code. No such reduction may affect the Restricted Shareholders unless it is approved in accordance with the procedure provided by article 560 of the Companies Code, if such article is applicable.

12.4 Any issue premium booked by the Company shall be recorded in an account that is not available for distribution and may be reduced or cancelled only by a resolution of the Shareholders’ Meeting approved in accordance with the conditions of article 612 of the Companies Code.

Article 13. BONDS, SUBSCRIPTION RIGHTS AND OTHER SECURITIES GIVING RIGHT TO SHARES

13.1 The Company may issue bonds by resolution of the Board of Directors and on such conditions as it shall determine. The Shareholders’ Meeting, or the Board of Directors acting within the framework of the authorised capital, may decide to issue convertible bonds, bonds repayable into Shares, subscription rights or any other financial instrument giving right to Shares, subject to Article 12.

13.2 The holders of bonds or subscription rights have the right to attend the Shareholders’ Meetings, but only in a consultative capacity.

Article 14. PAYMENTS

14.1 The Board of Directors may make calls upon the shareholders in such amounts and at such times as it shall fix in respect of any moneys to be paid on the Shares issued further to a capital increase.

Any shareholder who, after fifteen calendar days as from notice given by registered letter, remains in default of payment, shall pay the Company interest at the statutory rate plus two per cent as from the due date. Where such failure is not remedied within one month of a second notice, the Board of Directors may declare the shareholder’s rights forfeited and cause the Shares to be sold without prejudice to the right to claim from it any remainder outstanding plus such damages as may apply.

14.2 The Board of Directors may authorise shareholders to pay in anticipation the moneys uncalled on their Shares on such terms as it shall fix.

Article 15. ACQUISITION BY THE COMPANY OF ITS OWN SHARES

15.1 The Company may, without any prior authorisation of the Shareholders’ Meeting, in accordance with article 620 of the Companies Code where applicable, acquire, on or outside the stock exchange, its own Shares up to a maximum of 20% of the outstanding Shares of the Company at the moment of the acquisition for a unitary price which will not be lower than one euro (EUR 1,-) and not higher than 20% above the highest closing price on Euronext Brussels during the last twenty trading days preceding the acquisition.

15.2 The Company may, without any prior authorisation of the Shareholders’ Meeting, in accordance with article 622, §2, 1° of the Companies Code, dispose, on or outside the stock exchange, of the Shares of the Company which were acquired by the Company under the conditions determined by the Board of Directors. With respect to the Shares acquired by the Company as a result of the merger between the Company and Anheuser-Busch InBev SA/NV, the Board of Directors shall be entitled to dispose of such Shares only in connection with (i) any Share delivery obligations undertaken by Anheuser-Busch InBev SA/NV prior to 11 November 2015, (ii) any stock option plans or other compensation plans (including the Zenzele scheme), or (iii) any stock lending agreement or similar arrangement in respect of which the Company used the Shares for the purposes set out in items (i) and (ii).

15.3 The authorisations set forth in Articles 15.1 and 15.2 also extend to acquisitions and disposals of Shares of the Company by direct subsidiaries of the Company made in accordance with article 627 of the Companies Code. Such authorisations are granted for a period of five years as from 28 September 2016.

Article 16. INDIVISIBILITY OF SECURITIES

All securities shall be held in undivided ownership vis-à-vis the Company. Without prejudice to Article 34 relating to representation at the Shareholders’ Meeting, the Company may suspend all rights attaching to securities until such time as one person shall have been appointed holder thereof vis à vis the Company.

Article 17. SUCCESSORS IN TITLE

Subject to the other provisions of these Articles of Association, the rights and obligations attaching to a Share follow that Share, regardless of whom it is transferred to.

Neither the heirs nor the creditors of a shareholder may, on any grounds whatsoever, require the division or sale by auction of the Company’s assets, nor interfere in any way whatsoever with the administration of the Company. They shall, in exercising their rights, abide by the annual accounts and decisions of the Shareholders’ Meeting.

Article 18. CERTIFICATION OF THE SECURITIES OF THE COMPANY

18.1 The Board of Directors may resolve that the Company will give assistance to a third party for the issuance by the third party of certificates, under the conditions set out by law, in order to represent securities issued by the Company. It may resolve that the Company will pay all or part of the charges of such certification and of the setting up and operating charges of the issuer of the certificates, insofar as such payment is in the interest of the Company.

A certificate holder or issuer or any third party of any kind may only invoke the assistance of the Company in their issuing if the Company has confirmed this assistance in writing to the issuer. The holders of such certificates may only exercise rights towards the Company that are granted to them by law if the evidence of ownership of the registered certificates have previously been approved in writing by the Company.

18.2 Any issuer of certificates, whether or not issued with the assistance of the Company, intending to participate in a Shareholders’ Meeting and exercise the voting rights attached to the certified securities, shall comply with the formalities described in Articles 33.1 to 33.3. Any holder of certificates issued with the assistance of the Company, intending to attend a Shareholders’ Meeting in a consultative capacity, shall comply with the formalities described in Article 33.4.

Article 19. COMPOSITION OF THE BOARD OF DIRECTORS

19.1 The Company shall be managed by a Board of Directors comprising a minimum of three and a maximum of fifteen directors. The directors may be natural persons or legal entities and may but need not be shareholders. The directors are appointed by the Shareholders’ Meeting and are dismissible by it at any time.

19.2 When a legal entity is appointed as a director, it must specifically appoint a natural person as its permanent representative, to carry out the office of director in the name and on behalf of the legal entity. The legal entity may not revoke its permanent representative without simultaneously appointing a successor. The appointment and termination of the office of the permanent representative are governed by the same disclosure rules as if he/she were exercising the office on his/her own behalf.

19.3	The Board of Directors shall be composed as follows:

(a)	three directors shall be independent directors appointed by the Shareholders’ Meeting upon proposal by the Board of Directors;

(b)

so long as the Stichting Anheuser-Busch InBev and/or any of its Affiliates, any of their respective Successors or Successors’ Affiliates (together, the Reference Shareholder) own, in aggregate, more than 30% of the Shares with voting rights in the share capital of the Company, nine directors shall be appointed by the Shareholders’ Meeting upon proposal by the Reference Shareholder; and

(c)	so long as the Restricted Shareholders together with their Affiliates, any of their respective Successors and/or Successors’ Affiliates own, in aggregate (and taking into account the Ordinary Shares referred to in Article 20.2(b)):

(i)

more than 13.5% of the Shares with voting rights in the share capital of the Company, three directors shall be appointed by the Shareholders’ Meeting upon proposal by the Restricted Shareholders in accordance with the procedure set out in Article 21 (each director appointed in accordance with such procedure being a Restricted Share Director );

(ii)

more than 9% but not more than 13.5% of the Shares with voting rights in the share capital of the Company, two Restricted Share Directors shall be appointed;

(iii)

more than 4.5% but not more than 9% of the Shares with voting rights in the share capital of the Company, one Restricted Share Director shall be appointed; and

(iv)

4.5% or less than 4.5% of the Shares with voting rights in the share capital of the Company, they shall no longer have the right to propose any candidate for appointment as a member of the Board of Directors and no Restricted Share Director shall be appointed;

it being understood that, for the purpose of 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, respective Successors and/or Successors’ Affiliates) shall be computed in accordance with the rules set out in Article 20.

19.4	The term of office of directors shall be as follows:

(a)

with respect to all directors except the Restricted Share Directors, unless the Shareholders’ Meeting sets a shorter term, the term of office shall terminate immediately after the closing of the fourth ordinary Shareholders’ Meeting following the date of their appointment (or such shorter term decided by the Shareholders’ Meeting);

(b)	with respect to all Restricted Share Directors, the term of office shall terminate immediately after the closing of the next ordinary Shareholders’ Meeting following the date of their appointment; and

(c)	all directors shall be eligible for re-election.

19.5 If, any time between two ordinary Shareholders’ Meetings, the number of Restricted Share Directors which the Restricted Shareholders are entitled to propose for appointment to the Board of Directors pursuant to Articles 19.3(c), 20.2(a) and 20.2(b) (the Permitted Number ) becomes and remains lower than the number of Restricted Share Directors that are members of the Board of Directors, the Board of Directors shall remain composed of the same number of Restricted Share Directors until the next ordinary Shareholders’ Meeting. At such Shareholders’ Meeting, the Restricted Shareholders shall be entitled to present only a number of candidates for appointment to the Board of Directors equal to the Permitted Number.

Article 20.

CALCULATION OF THE NUMBER OF DIRECTORS TO BE PRESENTED BY THE REFERENCE SHAREHOLDER AND THE RESTRICTED SHAREHOLDERS

20.1 For the purpose of calculating the percentage of Shares with voting rights in the share capital of the Company owned by the Reference Shareholder in order to determine the number of directors to be proposed by the Reference Shareholder under Article 19.3, the following rules shall apply:

(a)

any Shares in the Company (i) issued pursuant to stock option plans or other compensation plans after 10 October 2016, (ii) disposed of by the Company pursuant to Article 15.2, to the extent such shares were owned by the Company as at 10 October 2016, or (iii) owned by the Company or any of its subsidiaries within the meaning of article 6 of the Companies Code on the date set out in Article 20.1(b), shall be disregarded for the purposes of calculating the total number of shares with voting rights in the share capital of the Company; and

(b)

the percentage of Shares owned by the Reference Shareholder shall be calculated on the basis of the number of Shares owned by it on the 120 ^th calendar day prior to the relevant Shareholders Meeting at which the appointment, re-election or confirmation of co-optation of any director proposed by the Reference Shareholder is to be decided.

20.2 For the purpose of calculating the percentages of Shares with voting rights in the share capital of the Company owned by a Restricted Shareholders Group (or all Restricted Shareholder Groups in aggregate) in order to determine the number of Restricted Share Directors to be proposed under Article 19.3, the following rules shall apply:

(a)

any Shares in the Company (i) issued pursuant to stock option plans or other compensation plans after 10 October 2016, (ii) disposed of by the Company pursuant to Article 15.2, to the extent such shares were owned by the Company as at 10 October 2016, or (iii) owned by the Company or any of its subsidiaries within the meaning of article 6 of the Companies Code on the date set out in Article 20.2(c), shall be disregarded for the purposes of calculating the total number of shares with voting rights in the share capital of the Company;

(b)

with respect to each person who, as at 10 October 2016, owned Restricted Shares in its own name, as long as such person or any member of its Restricted Shareholder Group still owns at least one Restricted Share in its own name, any Ordinary Shares owned by, or on behalf of, such Restricted Shareholder Group shall be added to the number of remaining Restricted Shares owned by such Restricted Shareholder Group provided that, on the date set out in Article 20.2(c), such Ordinary Shares are in registered form:

(i)

in the name of any member of such Restricted Shareholder Group which member owns at least one Restricted Share;

(ii)

in the name of any member of such Restricted Shareholder Group which member does not itself own at least one Restricted Share and, where at the latest on the tenth calendar day following the date set out in Article 20.2(c), the Company has received (aa) a notice from the member of the Restricted Shareholder Group owning such Ordinary Shares confirming that it is a member of a Restricted Shareholder Group and identifying which such Restricted Shareholder Group, and (bb) a notice from one or more members of the relevant Restricted Shareholder Group which own(s) at least one Restricted Share confirming that such person is a member of the Restricted Shareholder Group;

(iii)

in the name of a custodian owning such Ordinary Shares on behalf of any member of such Restricted Shareholder Group which has the right to exercise the voting rights in respect of such Ordinary Shares as a result of holding an interest in such Ordinary Shares, and where, at the latest on the tenth calendar day following the date set out in Article 20.2(c), the Company has received (aa) a notice from the relevant custodian confirming that, on the date set out in Article 20.2(c), such Ordinary Shares were owned by such custodian on behalf of such member of such Restricted Shareholder Group, and (bb) a notice from such member of such Restricted Shareholder Group confirming that, on the same date, it is a member of the Restricted Shareholder Group owning at least one Restricted Share and identifying which such Restricted Shareholder Group and confirming that such Ordinary Shares were owned on its behalf by such custodian (it being understood that Ordinary Shares will not be deemed to be owned on behalf of a Restricted Shareholder Group by a custodian as a result only of (x) being loaned to such custodian or being subject to any similar arrangement, or (y) being owned by a custodian in connection with a derivative or hedging arrangement between the custodian and the relevant member of the Restricted Shareholder Group except where the custodian directly or indirectly acquired or received such Ordinary Shares from a member of the Restricted Shareholder Group);

(c)

the number and percentage of Restricted Shares and Ordinary Shares held by a Restricted Shareholder Group in accordance with Articles 19.3(c), 20.2(a),20.2(b) and 21.3 shall be calculated on the basis of the number of such Shares held by it on the 120 ^th calendar day prior to the relevant Shareholders’ Meeting at which the appointment, re-election or confirmation of co-optation of a Restricted Share Director is to be decided (each such Shareholders’ Meeting being an Appointment Shareholders’ Meeting ), except as follows:

(i)

if the Appointment Shareholders’ Meeting is not the ordinary Shareholders’ Meeting referred to in Article 32.1, where this number and percentage shall be calculated on such other date determined by the Board of Directors and announced not later than the tenth calendar day prior to such date; or

(ii)

in the instance set out in Article 22.1(c), where this number and percentage shall be calculated on the date set out in Article 22.4;

(d)	if any person which is a member of a Restricted Shareholder Group ceases to be part of the Restricted Shareholder Group referred to in the notice provided in accordance with Article 20.2(b)(ii) or 20.2(b)(iii), it shall promptly notify the Company; and

(e)	in any event, the Restricted Shareholders (together with any other person which is a member of any Restricted Shareholder Group) shall never be entitled to have more than three directors appointed upon their proposal.

Article 21. APPOINTMENT OF RESTRICTED SHARE DIRECTORS

21.1	Except where:

(a)

the Board of Directors has received from a Requisite Majority (as defined below) written resolutions in compliance with the rules set out in Articles 21.4 to 21.6 proposing a sufficient number of candidates so that, if such candidates are appointed or re-elected or their co-optation is confirmed, the Board of Directors will be composed of the Permitted Number of Restricted Share Directors, or

(b)

the confirmation of the co-optation of any Restricted Share Directors is to be submitted to a Shareholders’ Meeting which is not otherwise an Appointment Shareholders Meeting and the fact that such confirmation is to be submitted to such Shareholders’ Meeting is announced less than 130 calendar days prior to the date of the Shareholders’ Meeting,

the Board of Directors shall convene a meeting of the Restricted Shareholders (a Restricted Shareholders’ Meeting ) at least 90 calendar days in advance of any Appointment Shareholders’ Meeting in order for Restricted Shareholders to vote for the candidates to be presented for re- election, appointment or confirmation of co-optation as Restricted Share Director, at such Appointment Shareholders’ Meeting. Such Restricted Shareholders’ Meeting shall be held at least 60 calendar days prior to the Appointment Shareholders’ Meeting.

21.2 At least 10 calendar days prior to any Restricted Shareholders’ Meeting, any Restricted Shareholder may propose one or more candidates to be presented for appointment as Restricted Share Directors to the Board of Directors and the other Restricted Shareholders. During the Restricted Shareholders’ Meeting, Restricted Shareholders shall vote to select the Restricted Share Directors to be appointed among such candidates in one round of voting in accordance with the rules set out in Article 21.3.

21.3 The following rules shall apply between the Restricted Shareholders in respect of any Restricted Shareholders’ Meeting to select candidates to be presented to the Board of Directors for re-election, appointment or confirmation of co-optation as Restricted Share Directors:

(a)	each Restricted Shareholder Group shall have one vote for each Restricted Share and each Ordinary Share referred to under Article 20.2(b) (all such Shares together the *Restricted Shareholder Voting Shares* ), provided that:

(i)

if the aggregate of the Restricted Shareholder Voting Shares owned by, or on behalf of, any Restricted Shareholder Group exceeds 175% of the aggregate number of Restricted Shares held by such Restricted Shareholder Group on 10 October 2016 (or the relevant adjusted number taking account of any change to Restricted Shares as referred to in Article 8.1), such Restricted Shareholder Group shall together not be entitled to exercise more than the number of votes equal to 175% of the number of the Restricted Shares owned by, or on behalf of, such Restricted Shareholder Group on 10 October 2016 (or the relevant adjusted number taking account of any change to Restricted Shares as referred to in Article 8.1);

(ii)

if any Restricted Shareholder Group wishes to exercise the additional votes attaching to any Ordinary Shares referred to in Article 20.2(b) owned by, or on behalf of, such Restricted Shareholder Group, such Restricted Shareholder Group must cast all of the votes attaching to its Restricted Shareholder Voting Shares in favour of no more than two candidates; and

(iii)

no candidate shall be eligible to receive such additional votes from more than one Restricted Shareholder Group (it being understood that, in the event any one candidate receives such additional votes from more than one Restricted Shareholder Group, such candidate shall be deemed to have received the number of additional votes of the Restricted Shareholder Group casting the most additional votes in favour of such candidate);

(b)	all candidates will be proposed in one single round of voting where all votes attaching to all Restricted Shareholder Voting Shares may be cast;

(c)

subject to Article 21.3(a)(ii), any vote may be cast in favour of any candidate and a Restricted Shareholder may cast its votes in any manner it chooses between the candidates (including by exercising all votes in favour of a single candidate or dividing its votes in any proportion it chooses among more than one candidate);

(d)	the candidate(s) having received the highest number of votes up to the number of Restricted Share Directors to be appointed in accordance with Article 19.3 shall be presented to the Appointment Shareholders’ Meeting for appointment; and

(e)

following each Restricted Shareholders’ Meeting, the Company shall as promptly as reasonably practicable notify the Restricted Shareholders of (i) the identity of the candidates selected by the Restricted Shareholders for appointment, re-election or confirmation of co-optation as Restricted Share Directors (as applicable) by the ensuing Appointment Shareholders’ Meeting and (ii) with respect to each candidate so identified, the Restricted Shareholder Group that cast the most votes in favour of such candidate at such Restricted Shareholders’ Meeting (the Proposing Holder ).

21.4 Decisions of the Restricted Shareholders’ Meetings can also validly be taken by written resolutions of a Requisite Majority, provided that (i) one or more persons who constitute or may constitute a Requisite Majority and intend to act by way of written resolutions pursuant to this Article (if they do constitute a Requisite Majority) appoint a representative to communicate with the Board of Directors in connection therewith (a Restricted Shareholder Representative ) and (ii) between 115 and 135 calendar days prior to the applicable Appointment Shareholders’ Meeting (or in the case of written resolutions in connection with a vacancy pursuant to Article 22.1(c), within 10 calendar days of the vacancy arising), such Restricted Shareholder Representative notifies to the Board of Directors the intention of such person(s) to act by way of written resolution pursuant to this Article 21.4 together with the identity of each such person (a Restricted Shareholder Representative’s Notice ).

For the purpose of these Articles of Association, a Requisite Majority shall mean persons having the right to exercise the voting rights as a result of holding directly or indirectly not less than the minimum number of Restricted Shareholder Voting Shares that would be necessary to select the Permitted Number of candidates for appointment, re-election or confirmation of co-optation as Restricted Share Directors at a Restricted Shareholders’ Meeting at which all Restricted Shareholder Voting Shares were present and voted (subject to the restrictions set out in Article 21.3(a)), irrespective of how any Restricted Shareholder Voting Shares held by other persons would have been voted at such meeting (other than as a result of the restrictions set out in Article 21.3(a)).

21.5 The Company shall, at least 105 calendar days prior to any applicable Appointment Shareholders’ Meeting (or in the case of a written resolution in connection with a vacancy pursuant to Article 22.1(c), within 10 calendar days of the Restricted Shareholder Representative’s Notice), provide the Restricted Shareholder Representative with (i) a form of written resolutions that may be used by the Requisite Majority to specify candidates for appointment, re-election or confirmation of co-optation as Restricted Share Directors pursuant to Article 21.4 at the next Appointment Shareholders’ Meeting or, as applicable, in order to fill a vacancy pursuant to Article 22.1(c), and (ii) a statement of the number of Restricted Share Directors eligible to be appointed (including any re-elections or confirmations of co-optation) in accordance with Article 19.3(c) or, as applicable, the number of vacancies to be filled in accordance with Article 22.1(c). If the Company concludes that the person(s) identified in the Restricted Shareholder Representative’s Notice in relation to any applicable Appointment Shareholders’ Meeting do not constitute a Requisite Majority, the Board of Directors shall convene a Restricted Shareholders’ Meeting in accordance with Article 21.1. Written resolutions delivered pursuant to Article 21.4 shall specify, with respect to each candidate specified for appointment as a Restricted Share Director by such written resolutions, the Restricted Shareholder Group which shall be deemed to be the Proposing Holder.

21.6 The Restricted Shareholder Representative (if any) shall notify the Board of Directors of the identity of the candidate(s) selected to be presented for appointment, re-election or confirmation of co-optation as Restricted Share Directors at the latest 95 calendar days prior to the date of the Appointment Shareholders’ Meeting by sending to the Board of Directors a copy of the written resolutions of the Restricted Shareholders (or in the case of written resolutions in connection with a vacancy pursuant to Article 22.1(c), within 30 calendar days following the vacancy arising). The candidates notified to the Board of Directors in accordance with this Article 21.6 shall be presented to the Appointment Shareholders’ Meeting for appointment, re-election or confirmation of co-optation, it being understood that the Restricted Shareholders shall not be allowed to notify for appointment, re-election or confirmation of co-optation as Restricted Share Directors in aggregate more candidates than the Permitted Number.

21.7 If, for any reason, the Restricted Shareholders propose fewer (or no) candidates for appointment, re-election and confirmation of co-optation as Restricted Share Directors in aggregate at any Appointment Shareholders’ Meeting so that, if such candidates are appointed or re-elected or their co-optation is confirmed (as applicable), the Board of Directors will be composed of fewer than the Permitted Number of Restricted Share Directors, the Board of Directors shall be validly composed of a lower number of Restricted Share Directors than is foreseen in Article 19.3 until the next Appointment Shareholders’ Meeting.

Article 22. VACANCIES

22.1 When a position on the Board of Directors becomes vacant, the remaining directors shall have the right to temporarily fill the vacancy by appointing a candidate proposed by:

(a)	the Board of Directors, in the case of a vacancy relating to an independent director;

(b)	the Reference Shareholder, in the case of a vacancy relating to a director appointed upon proposal of the Reference Shareholder; or

(c)	in the case of a vacancy relating to a Restricted Share Director, the following in descending order of precedence:

(i)

the applicable Proposing Holder (if such Proposing Holder then holds a Sufficient Restricted Shareholding) by written proposal notified to the Board of Directors at the latest on the 15 ^th calendar day following the vacancy arising;

(ii)

if (i) does not apply, a Requisite Majority of Restricted Shareholders acting by written resolutions notified to the Board of Directors at the latest on the 30 ^th calendar day following the vacancy arising; and

(iii)

if neither (i) nor (ii) applies, a Restricted Shareholders’ Meeting.

Sufficient Restricted Shareholding means, with respect to a Proposing Holder, the direct and indirect holding by such Proposing Holder of no less than the minimum number of Restricted Shareholder Voting Shares that would be necessary for such Proposing Holder to be capable of selecting such number of candidates for appointment to the Board of Directors at a Restricted Shareholders’ Meeting at which all Restricted Shareholder Voting Shares were present and voted (subject to the restrictions set out in Article 21.3(a)), irrespective of how any Restricted Shareholder Voting Shares held by other persons would have been voted at such meeting (other than as a result of the restrictions set out in Article 21.3(a)), as is at least equal in the aggregate to the number of candidates being proposed by such Proposing Holder pursuant to the preceding sentence of this Article 22.1 plus the number of continuing Restricted Share Director (if any) in respect of which it is the Proposing Holder.

22.2 Any temporary appointment effected in accordance with Article 22.1 shall (i) be subject to confirmation at the next Shareholders’ Meeting unless the Board of Directors, the Reference Shareholder or the Restricted Shareholders’ Meeting (or a Requisite Majority of Restricted Shareholders), as applicable, propose an alternative candidate in accordance with the rules set out in Articles 19 to 21, and (ii) subject to such confirmation, be for a term equal to the remainder of the term of the director who held office prior to such vacancy arising.

22.3	In the event of a Restricted Shareholders’ Meeting in the situation referred to in Article 22.1(c)(iii):

(a)	the Restricted Shareholders’ Meeting shall be convened by the Board of Directors at the latest on the 40 ^th calendar day following the vacancy arising and held within 70 calendar days of the vacancy arising;

(b)

at least 10 calendar days prior to any such Restricted Shareholders’ Meeting, any Restricted Shareholder may propose one or more candidates to be proposed to the Restricted Shareholders’ Meeting as the candidate (in the case of a single vacancy) or candidates (in the case of multiple vacancies) to be proposed for co-optation to the Board of Directors; and

(c)

the candidate (in the case of a single vacancy) or candidates (in the case of multiple vacancies) to be proposed for co-optation to the Board of Directors shall be selected in a single round of voting where all votes attaching to Restricted Shareholder Voting Shares may be cast and the provisions of Article 21.3 shall apply mutatis mutandis thereto.

22.4 In the instance set out in Article 22.1(c), the number and percentage of Restricted Shares and Ordinary Shares held by a Restricted Shareholder Group shall be calculated on the basis of the number of such Shares held by it on the 120th calendar day prior to the ordinary Shareholders’ Meeting referred to in Article 32.1 held most recently prior to the vacancy arising.

Article 23. CHAIRMAN OF THE BOARD

The Board of Directors shall elect one of its members to be chairman, who shall be an independent director appointed in accordance with Article 19.3(a), and may elect one or more vice-chairman (chairmen).

The Shareholders’ Meeting may, upon proposal of the Board of Directors, confer honorary status on former chairmen, vice-chairmen or directors. The Board of Directors may then invite them to attend its meetings in an advisory capacity .

Article 24. BOARD MEETINGS

24.1 The Board of Directors shall meet as frequently as the interests of the Company shall require. The Board of Directors shall hold regular meetings at such times as may be from time to time fixed by a resolution of the Board of Directors.

A meeting of the Board of Directors shall be held without notice immediately before the ordinary Shareholders’ Meeting. In addition, special meetings of the Board of Directors may be called and held at any time upon the call of either the chairman of the Board of Directors or at least two directors, by notice to each director at least three Business Days before the meeting. Reasonable efforts shall be made to ensure that each director actually receives timely notice of any such special meeting. Where duly justified by emergency and by the corporate interest of the Company, the above notice period of three Business Days may be waived by the unanimous consent of the directors expressed in writing.

24.2 Convening notices may validly be made in writing, or sent by electronic mail, provided that no notice (other than the resolution fixing their time) need be given as to regularly scheduled meetings. Meetings of the Board of Directors shall be convened at the registered office of the Company or at the place indicated in the notice convening the meeting.

24.3 The meetings of the Board of Directors shall be conducted under the chairmanship of the chairman of the Board of Directors or, in case of impediment, a vice-chairman (if any has been elected) or a director appointed by his/her fellow directors.

24.4 Any or all of the directors may participate in a meeting of the Board of Directors by means of telephone, videoconference or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting by such means shall constitute presence in person at such meeting.

Where duly justified by emergency and by the corporate interest of the Company, decisions of the Board of Directors may be adopted, without any physical meeting, by the unanimous consent of the directors expressed in writing. Such procedure may not be used for the approval of the annual accounts or the use of the authorised capital.

24.5 The Board of Directors may invite one or more individuals whether or not employees of the Company or its subsidiaries within the meaning of article 6 of the Companies Code, to contribute their experience and knowledge to the deliberations of the Board of Directors and may, to that effect and for a duration that it determines for each of them, allow them to attend its meetings, in whole or in part, in an advisory and non-voting capacity. Such individuals will not qualify as director for the purpose of these Articles of Association, the Companies Code or any other purpose. The Board of Directors determines the amount of their remuneration.

24.6 All directors shall be provided with all information that the Board of Directors considers necessary for the performance of its duties and all information that the Board of Directors considers is material to the Company.

Article 25. DELIBERATIONS

25.1 The Board of Directors may validly deliberate only if the majority of the directors are present or represented. As an exception, in any case of force majeure , the quorum for the Board of Directors shall be four directors present or represented and the Board of Directors may validly deliberate only with respect to actions required to be taken to protect the interests of the Company in connection with the circumstances of force majeure .

25.2 Any director may grant a proxy to another director in order to be represented at a specific meeting. Such proxies must be recorded in a proxy form bearing the director’s signature (which may be a digital signature as defined in article 1322, paragraph 2 of the Civil Code) and must be notified to the Board of Directors by letter, fax, e-mail, or any other means specified in article 2281 of the Civil Code. However, no director may hold a proxy for more than one director. A director so represented shall be deemed to be present in person.

25.3 Decisions at a meeting of the Board of Directors shall be taken by a majority of the votes cast, discounting abstentions. In case of an equality of votes, the chairman of the meeting shall not have any casting vote.

Article 26. MINUTES OF BOARD MEETINGS

The decisions of the Board of Directors shall be recorded in minutes, kept at the registered office of the Company, and signed by the majority of members present at the meeting.

Copies and extracts of the minutes under private deed may validly be signed by two directors, by a person to whom the day-to-day management of the Company has been delegated or by the Company Secretary.

Article 27. POWERS OF THE DIRECTORS

The Board of Directors shall have the powers to do all that is necessary or useful to achieve the corporate purpose of the Company, with the exception of those powers reserved to the Shareholders’ Meeting by law or these Articles of Association.

Irrespective of the Board of Directors’ general powers of representation as a collegial body, the Company shall be validly represented by two directors acting jointly.

Article 28. CONFLICTS OF INTEREST AND RELATED-PARTY TRANSACTIONS

Directors will be required to arrange their personal and business affairs so as to avoid conflicts of interest with the Company within the meaning of article 523 of the Companies Code. Any director with a direct or indirect conflicting financial interest on any matter before the Board of Directors will be required to bring it to the attention of both the statutory auditor and fellow directors, will not take part in any deliberation and vote related thereto, and will not be taken into account for the purpose of calculating the quorum for the vote by the Board of Directors on such matter. Conflicts of interest within the meaning of article 523 of the Companies Code will be disclosed in accordance with the relevant legal provisions.

Any proposed related party decision or transaction falling within the scope of article 524 of the Companies Code shall be submitted to a committee of three independent directors in accordance with such article and shall only be entered into after review by such committee.

Article 29. MANAGEMENT COMMITTEE – DELEGATED POWERS

29.1 The Board of Directors may appoint a management committee (the Management Committee ) from amongst or outside its members. It shall fix the powers and procedures thereof and set the remuneration of its members which shall be charged to overheads.

29.2 The Board of Directors may confer the powers of day-to-day management of the Company, together with the power to represent the Company for such day-to-day management, upon one or more persons who may but need not be directors.

29.3 The Board of Directors, the Management Committee, and the persons with the powers of day-to-day management within the limits of those daily management powers, may likewise grant special and specific authority to one or more persons of their choice. The production of a copy of the decision of the Board of Directors or the authority conferred by one or more persons with the powers of day-to-day management, by the Management Committee or agents holding special authority shall constitute sufficient proof of their powers.

Article 30. AUDIT

30.1 The financial position, annual accounts and compliance with the law and these Articles of Association of transactions required to be disclosed in the annual accounts shall be audited by one or more statutory auditors, who may be natural or legal persons, appointed by the Shareholders’ Meeting.

30.2 The statutory auditors shall hold office for renewable periods of three years. The appointment of retiring auditors which have not been re-appointed shall terminate immediately after the closing of the ordinary Shareholders’ Meeting.

Article 31. REMUNERATION – EMOLUMENTS

The Shareholders’ Meeting may grant the directors’ emoluments, which shall be chargeable to overheads.

The statutory auditor(s) shall be remunerated by a fixed fee determined by the Shareholders’ Meeting at the beginning of his (their) mandate and which may be changed only by agreement between the parties.

The Company is authorised to deviate from the provisions of article 520ter, indents 1 and 2, of the Companies Code, in respect of any persons falling within the scope of such provisions.

Article 32. SHAREHOLDERS’ MEETINGS

32.1 The ordinary Shareholders’ Meeting shall be held, each year, on the last Wednesday of April at 11:00 am Belgian time, in one of the municipalities of the Brussels-Capital Region, in Leuven or in Liège, at the place designated by the convening notice. If such day is a legal public holiday in Belgium, the meeting shall be held at the same hour on the following Business Day.

32.2 The Board of Directors or the statutory auditor of the Company will be able to convene any ad hoc, special or extraordinary Shareholders’ Meeting. Shareholders representing 20% of the Company’s capital will also be able to request the Board of Directors to convene a Shareholders’ Meeting. The ad hoc, special or extraordinary Shareholders’ Meetings shall be held on the day, at the hour and in the place designated by the convening notice. They may be held at locations other than the registered office.

32.3 The notice made by the Board of Directors may validly be signed by the chairman or by a person to whom the day-to-day management has been delegated.

Article 33. ADMISSION TO SHAREHOLDERS’ MEETINGS

33.1	In order to have the right to participate in and vote at the Shareholders’ Meeting, shareholders must:

(a)	have the ownership of their Shares recorded in their name, as at midnight Belgian time on the fourteenth calendar day preceding the date of the Shareholders’ Meeting (the *Record Date* ):

(i)

through registration in the register of the registered Shares of the Company, for holders of registered Shares; or

(ii)

through book-entry in the accounts of an authorised account holder or clearing organisation, for holders of dematerialised Shares; and

(b)

notify the Company (or the person designated by the Company) by returning a signed original paper form or, if permitted by the Company in the notice convening the Shareholders’ Meeting, by sending a form electronically (in which case the form shall be signed by means of an electronic signature in accordance with applicable Belgian law), at the latest on the sixth calendar day preceding the day of the Shareholders’ Meeting, of their intention to participate in the Shareholders’ Meeting, indicating the number of Shares in respect of which they intend to do so. In addition, the holders of dematerialised Shares must, at the latest on the same day, provide the Company (or the person designated by the Company), or arrange for the Company (or the person designated by the Company) to be provided, with an original certificate issued by an authorised account holder or a clearing organisation certifying the number of Shares

owned on the Record Date by the relevant shareholder and for which it has notified its intention to participate in the Shareholders’ Meeting.

An issuer of certificates representing registered Shares must notify its capacity as an issuer to the Company, which will record such capacity in the register of such Shares. An issuer who does not notify its capacity to the Company can only vote at a Shareholders’ Meeting if the written notification indicating its intention to participate in that Shareholders’ Meeting specifies its capacity of issuer.

An issuer of certificates representing dematerialised Shares must notify its capacity of issuer to the Company before exercising any vote, at the latest through the written notification indicating its intention to participate in the Shareholders’ Meeting, failing which such Shares cannot participate in voting.

33.2 Any shareholder with the right to vote may either personally participate in the Shareholders’ Meeting or give a proxy to another person, who need not be a shareholder, to represent it at a Shareholders’ Meeting.

A shareholder may designate, for a given Shareholders’ Meeting, only one person as proxy holder, except in circumstances where Belgian law allows the designation of multiple proxy holders.

The appointment of a proxy holder may take place in paper form or electronically (in which case the form shall be signed by means of an electronic signature in accordance with applicable Belgian law), through a form which shall be made available by the Company. The signed original paper form or electronic form must be received by the Company at the latest on the sixth calendar day preceding the date of the Shareholders’ Meeting.

Any appointment of a proxy holder shall comply with relevant requirements of applicable Belgian law in terms of conflicting interests, record keeping and any other applicable requirement.

33.3 Prior to the Shareholders’ Meeting, the shareholders or their proxies are required to sign an attendance sheet, indicating their first name, last name, and place of residence or corporate denomination and registered office, as well as the number of Shares in respect of which they are participating in the Shareholders’ Meeting. Representatives of legal entities must provide the documents evidencing their capacity as bodies or special proxy holders.

The natural persons, shareholders, bodies or proxy holders who take part in the Shareholders’ Meeting must be able to prove their identity.

33.4 The holders of profit sharing certificates, non-voting shares, bonds, subscription rights or other securities issued by the Company, as well as the holders of certificates issued with the assistance of the Company and representing securities issued by the latter, may insofar as the law entitles them to do so attend the Shareholders’ Meeting, and, as the case may be, participate in voting. If they propose to participate, they are subject to the same formalities concerning admission and access, and forms and filing of proxies, as those imposed on the shareholders.

Article 34. COMPETING RIGHTS

Co-owners, as well as pledgors and pledgees, must be represented by a sole person. The usufructuaries will represent the bare owners unless otherwise provided in the deed establishing the usufruct or agreed upon. In the event of dispute between the bare owner and the usufructuary concerning the existence or scope of such agreement or provision, only the usufructuary shall be admitted to participate in the Shareholders’ Meeting and participate in voting.

Article 35. REMOTE VOTING BEFORE THE SHAREHOLDERS’ MEETING

Any shareholder may vote remotely before the Shareholders’ Meeting, by sending a paper form made available by the Company or, if permitted by the Company in the notice convening the Shareholders’ Meeting, by sending a form electronically (in which case the form shall be signed by means of an electronic signature in accordance with applicable Belgian law). The original signed paper form must be received by the Company at the latest on the sixth calendar day preceding the date of the Shareholders’ Meeting. Voting through the sending of the signed electronic form may occur until the calendar day before the date of the Shareholders’ Meeting.

The Company may also organise a remote vote before the Shareholders’ Meeting through other electronic communication methods, such as, among others, through one or several websites. It shall specify the practical terms of any such remote vote in the convening notice.

The Company will ensure that, when arranging remote electronic voting before the Shareholders’ Meeting, either through the sending electronically of a form or through other electronic communication methods, the Company is able, through the system used, to control the identity and capacity as shareholder of each person casting a vote electronically.

Shareholders voting remotely, must, in order for their vote to be taken into account for the calculation of the quorum and voting majority, comply with the conditions set out in Article 33.

Article 36. CHAIRMANSHIP AND OFFICE

The Shareholders’ Meeting shall be chaired by the chairman of the Board of Directors, or, in case of absence or impediment, by a vice-chairman, or in the absence of all such, by a director previously appointed for this purpose by the Board of Directors, or, in the absence of such appointment, by any of the directors present.

The chairman of the meeting shall appoint the secretary, who does not need to be a shareholder. If the number of participants so requires, he shall appoint two tellers from among the shareholders or their representatives. The chairman, the secretary and the tellers together form the office of the Shareholders’ Meeting.

The chairman can appoint the office of the meeting prior to the opening of the meeting, and the latter can proceed to the verification of the powers of the participants prior to this opening.

Article 37. AGENDA AND DELIBERATIONS

37.1	The Shareholders’ Meeting may deliberate only the items on its agenda.

37.2 One or more shareholders representing at least 3% of the capital of the Company may request for items to be added to the agenda and submit resolution proposals in relation to existing agenda items or new items to be added to the agenda provided that they evidence the holding of such 3% shareholding as at the date of their request by a certificate evidencing the registration of the Shares in the register of Shares of the Company with respect to registered Shares or by a certificate issued by an authorised account holder or a clearing organisation certifying the book-entry of the Shares in one or more accounts held by such account holder or clearing organisation, with respect to dematerialised Shares.

Such right shall not be available in relation to a second extraordinary Shareholders’ Meeting that is convened for lack of a quorum at the first extraordinary Shareholders’ Meeting.

The new agenda items and/or resolution proposals should be received by the Company in signed original paper form or electronically (in which case the form shall be signed by means of an electronic signature in accordance with applicable Belgian law), at the latest on the twenty-second calendar day preceding the date of the Shareholders’ Meeting and the Company shall publish a revised agenda at the latest on the fifteenth calendar day preceding the date of the Shareholders’ Meeting.

The handling of such new agenda items and/or resolution proposals during the Shareholders’ Meeting is subject to the relevant shareholder(s) having satisfied, with respect to Shares representing at least 3% of the capital, the conditions set forth in Article 33.

37.3 Each Share gives its holder the right to one vote at Shareholders’ Meetings. For all matters, except as otherwise provided in these Articles of Association or by law, resolutions shall be passed by a majority of the votes cast.

Voting shall be by show of hands or through electronic devices.

37.4 Shareholders’ Meetings may be broadcast by way of live or recorded video conferences or audio conferences, in part or as a whole, via one or more websites as the case may be, from the place where the meeting is held to one or more remote places where some people, identified or not, are located. Physical persons who attend a Shareholders’ Meeting agree by this very fact that their picture may be so transmitted.

Article 38. MINUTES OF THE SHAREHOLDERS’ MEETING

The minutes of Shareholders’ Meetings shall be signed by the chairman of the Shareholders’ Meeting, the secretary, the tellers and such shareholders (or proxies) who wish to do so.

Article 39. ADJOURNMENTS

39.1 Irrespective of the items on the agenda, the Board of Directors may adjourn any ordinary or other Shareholders’ Meeting. It can use this right at any time, but only after the opening of the meeting. Its decision, which does not have to be justified, must be notified to the Shareholders’ Meeting before the end of the meeting, and mentioned in the minutes.

Such adjournment cancels all decisions taken during the Shareholders’ Meeting.

39.2 The adjourned Shareholders’ Meeting shall be held again within five weeks with the same agenda. Shareholders wishing to participate in such Shareholders’ Meeting shall fulfil the admission conditions set out in Article 33.1(a) and (b). To this effect, a record date shall be set on the fourteenth calendar day at midnight Belgian Time preceding the date of the second Shareholders’ Meeting.

Article 40. POWERS OF THE SHAREHOLDERS’ MEETING

A duly constituted Shareholders’ Meeting represents all the shareholders.

The Shareholders’ Meeting has the powers conferred on it by law. In addition, any acquisition or disposal of tangible assets by the Company for an amount higher than the value of one third of the Company’s consolidated total assets as reported in the Company’s most recent audited consolidated financial statements shall be within the exclusive jurisdiction of the Shareholders’ Meeting and shall be adopted with a majority of at least 75% of the votes cast at the Shareholders’ Meeting, regardless of the number of Shares attending or represented.

Article 41. TRANSACTIONS WITH A MAJOR SHAREHOLDER

In the event of (i) a contribution in kind to the Company with assets owned by any person or entity which is required to file a transparency declaration pursuant to applicable Belgian law or a subsidiary (within the meaning of article 6 of the Companies Code) of such person or entity, or (ii) a merger of the Company with such a person or entity or a subsidiary of such person or entity, then such person or entity and its subsidiaries shall not be entitled to vote on the resolution submitted to the Shareholders’ Meeting to approve such contribution in kind or merger.

Article 42. ACCOUNTING RECORDS

The financial year shall begin on the first of January and end on the thirty-first of December each year.

At the end of each financial year, the Board of Directors shall draw up an inventory and the annual accounts of the Company.

Article 43. PROFIT ALLOCATION

The Shareholders’ Meeting shall allocate the net profit on the recommendation of the Board of Directors, provided that no less than 5% of the net profits of the Company, after deduction of overheads and depreciation, shall be allocated each year to the legal reserve. Such allocation to the legal reserve shall cease to be compulsory once the legal reserve has become equal to one-tenth of the share capital.

Ordinary Shares and Restricted Shares will have the same rights in relation to dividends and other distributions.

Article 44. PAYMENT OF DIVIDENDS

The annual dividends shall be paid at the dates and places decided by the Board of Directors.

The Board of Directors may pay an interim dividend in accordance with article 618 of the Companies Code.

Article 45. WINDING UP

If the Company is dissolved, it shall be wound up in the manner decided by the Shareholders’ Meeting, which shall appoint the liquidators.

The Shareholders’ Meeting shall have the widest powers to determine the powers of the liquidators, fix their emoluments and grant them discharge, even while the liquidation is still pending.

After all liabilities have been cleared, the balance of the assets owned by the Company shall be distributed equally among all the Shares.

Article 46. BONDHOLDERS’ MEETINGS

General meetings of bondholders shall be held in accordance with the provisions of article 568 of the Companies Code. The office for general meetings of bondholders shall be composed as provided for in Article 36.

Article 47. ADDRESS FOR SERVICE

Any shareholder, bondholder, director, statutory auditor or liquidator of the Company not residing in Belgium shall elect an official address in Belgium. Otherwise he shall be deemed to have elected the registered office of the Company as his official address where all communications, notices, processes and documents may validly be sent to or served upon him.

Exhibit 4.2

ANHEUSER-BUSCH INBEV WORLDWIDE INC.

and

ANHEUSER-BUSCH INBEV SA/NV

and

the SUBSIDIARY GUARANTORS party hereto from time to time

and

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

Trustee

EIGHTH SUPPLEMENTAL INDENTURE

Dated as of April 6, 2017

To the Indenture, dated as of December 16, 2016,

among Anheuser-Busch InBev Worldwide Inc.,

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

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

4.439% Notes due 2048

TABLE OF CONTENTS


		Page

ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION			2

SECTION 1.01	Definitions		2
SECTION 1.02	Effect of Headings		4
SECTION 1.03	Separability Clause		4
SECTION 1.04	Benefits of Instrument		4

ARTICLE II AMENDMENTS TO THE INDENTURE			4

SECTION 2.01	Amendments to Section 209(b) of the Indenture		4

ARTICLE III 4.439% NOTES DUE 2048			6

SECTION 3.01	Creation of Series; Establishment of Form		6
SECTION 3.02	Guarantee		7
SECTION 3.03	Interest		7
SECTION 3.04	Payment of Principal, Interest and Other Amounts		7
SECTION 3.05	Optional Redemption		8
SECTION 3.06	Optional Tax Redemption		9

ARTICLE IV MISCELLANEOUS PROVISIONS			9

SECTION 4.01	Effectiveness		9
SECTION 4.02	Original Issue		9
SECTION 4.03	Ratification and Integral Part		10
SECTION 4.04	Priority		10
SECTION 4.05	Successors and Assigns		10
SECTION 4.06	Counterparts		10
SECTION 4.07	Guarantee Limitations		10
SECTION 4.08	The Trustee		10
SECTION 4.09	Governing Law		10

Exhibit A FORM OF NOTES			A-1
Exhibit B FORM OF GUARANTEE			B-1

EIGHTH SUPPLEMENTAL INDENTURE, dated as of April 6, 2017 (the “ Eighth Supplemental Indenture ”), among Anheuser-Busch InBev Worldwide INC., a corporation duly organized and existing under the laws of the State of Delaware (the “ Company ”), Anheuser-Busch InBev SA/NV, a société anonyme/naamloze vennootschap duly organized and existing under the laws of the Kingdom of Belgium (the “ Parent Guarantor ”), Anheuser-Busch INBEV Finance Inc., a corporation duly organized and existing under the laws of the State of Delaware, BRANDBEV S.À R.L., a société à responsabilité limitée incorporated under the laws of the Grand Duchy of Luxembourg, with its registered office at Zone Industrielle Breedewues No. 15, L-1259 Senningerberg, Grand Duchy of Luxemburg and registered with the Luxembourg Register of Commerce and Companies under the number B 80.984, BRANDBREW S.A., a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg, with its registered address at Zone Industrielle Breedewues No. 15, L-1259 Senningerberg, Grand Duchy of Luxemburg and registered with the Luxembourg register of commerce and companies under number B 75.696, Cobrew NV, a naamloze vennootschap duly organized and existing under the laws of the Kingdom of Belgium, Anheuser-Busch Companies, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (each, a “ Subsidiary Guarantor ”, and together with the Parent Guarantor, the “ Guarantors ”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “ Trustee ”) to the Indenture, dated as of December 16, 2016, among the Company, the Guarantors and the Trustee (the “ Indenture ”).

RECITALS OF THE COMPANY AND THE GUARANTORS

WHEREAS, the Company, the Guarantors and the Trustee are parties to the Indenture, which provides for the issuance from time to time of unsecured debt securities of the Company;

WHEREAS, Section 901(9) of the Indenture permits supplements thereto without the consent of Holders of Securities to establish the form or terms of Securities of any series as permitted by Sections 201 and 301 of the Indenture;

WHEREAS, as contemplated by Section 301 of the Indenture, the Company intends to issue a new series of Securities to be known as the Company’s “4.439% Notes due 2048” (the “ Notes ”) under the Indenture;

WHEREAS, the Company and the Guarantors have taken all necessary corporate action to authorize the execution and delivery of this Eighth Supplemental Indenture;

NOW, THEREFORE, THIS EIGHTH SUPPLEMENTAL INDENTURE WITNESSETH:

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

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ARTICLE I

Definitions and Other Provisions of General Application

SECTION 1.01 Definitions .

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

“ Business Day ” means a day on which commercial banks and exchange markets are open, or not authorized to close, in the City of New York and London. If the date of maturity of interest on, or principal of, the Notes or the date fixed for redemption or payment in connection with an acceleration of any Note is not a Business Day, then payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity or the date fixed for redemption or payment in connection with acceleration, and no interest shall accrue as a result of the delayed payment.

“ Change in Tax Law ” has the meaning set forth in Section 3.06(a).

“ Company ” has the meaning set forth in the first paragraph of this Eighth Supplemental Indenture.

“ Comparable Treasury Price ” means, with respect to any Redemption Date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding that Redemption Date, by (i) the average of the Reference Treasury Dealer Quotations for that Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations or (ii) if the Independent Investment Banker for the Notes obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations.

“ Initial Issue Date ” means April 6, 2017, which is the date of the initial issuance of the Notes.

“ Depositary ” means The Depository Trust Company, or any successor thereto.

“ Eighth Supplemental Indenture ” has the meaning set forth in the Recitals.

“ Global Security ” has the meaning set forth in Section 3.01(d).

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“ Guarantors ” has the meaning set forth in the first paragraph of this Eighth Supplemental Indenture.

“ Indenture ” has the meaning set forth in the first paragraph of this Eighth Supplemental Indenture.

“ Independent Investment Banker ” means Barclays Capital Inc., Deutsche Bank Securities Inc. or Merrill Lynch, Pierce, Fenner & Smith Incorporated, as specified by the Company, or if all of these firms are unwilling or unable to serve in that capacity, an independent investment banking institution of national standing in the United States appointed by the Company.

“ Interest Payment Date ” has the meaning specified in Section 3.03.

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

“ Par Call Date ” has the meaning specified in Section 3.05(a).

“ Parent Guarantor ” has the meaning set forth in the first paragraph of this Eighth Supplemental Indenture.

“ Redemption Notice Date ” has the meaning specified in Section 3.05(c).

“ Reference Treasury Dealer ” means (i) Barclays Capital Inc., Deutsche Bank Securities Inc. and Merrill, Lynch, Pierce, Fenner & Smith, Incorporated, and their respective successors, provided, however , that if any of the foregoing shall cease to be a primary U.S. government securities dealer in The City of New York (a “ Primary Treasury Dealer ”), the Company will substitute therefor another Primary Treasury Dealer and (ii) any three other Primary Treasury Dealers selected by the Company after consultation with the Independent Investment Banker.

“ Regular Record Date ” means March 20 and September 20 (whether or not a Business Day).

“ Regulation S ” means Regulation S under the Securities Act of 1933, as amended.

“ Restricted Security ” means any Note that has not been transferred pursuant to an exemption from the Securities Act of 1933, as amended.

“ Rule 144A ” means Rule 144A under the Securities Act of 1933, as amended.

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“ Stated Maturity ” has the meaning specified in Section 3.01(f).

“ Trustee ” has the meaning set forth in the first paragraph of this Eighth Supplemental Indenture.

SECTION 1.02 Effect of Headings .

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

SECTION 1.03 Separability Clause .

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

SECTION 1.04 Benefits of Instrument .

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

ARTICLE II

Amendments to the Indenture

SECTION 2.01 Amendments to Section 209(b) of the Indenture .

Section 209(b) of the Indenture is hereby amended and restated in its entirety as follows:

(b) In respect of any Guarantee provided from time to time by Brandbev (the “ Brandbev Guarantee ”):

(1)

notwithstanding anything to the contrary in the Brandbev Guarantee, the maximum aggregate liability of Brandbev under such Brandbev Guarantee, together with any actual or contingent liabilities as a guarantor under the Other Guaranteed Facilities, shall not exceed an amount equal to the aggregate of (without double counting):

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(A)

the aggregate amount of all moneys received by Brandbev and its Subsidiaries as a borrower or issuer under the Other Guaranteed Facilities;

(B)

the aggregate amount of all outstanding intercompany loans made to Brandbev and its Subsidiaries by other members of the Anheuser-Busch InBev Group which have been directly or indirectly funded using the proceeds of borrowings under this Indenture or the Other Guaranteed Facilities; and

(C)

an amount equal to 100% of the greater of:

the sum of (x) Brandbev’s own capital ( capitaux propres ) (as referred to by article 34 of the Luxembourg Law of 2002 and as implemented by the Luxembourg Regulation) as reflected in Brandbev’s then most recent annual accounts approved by the competent organ of Brandbev (as audited by its statutory auditor ( réviseur d’entreprises agréé ), if required by law) at the date an enforcement is made under the Brandbev Guarantee and (y) any amounts owed by Brandbev to any other member of the Anheuser-Busch InBev Group which have not been funded, directly or indirectly, using the proceeds of borrowings under this Indenture or the Other Guaranteed Facilities; and

the sum of (x) Brandbev’s own capital ( capitaux propres ) (as referred to by article 34 of the Luxembourg Law of 2002 and as implemented by the Luxembourg Regulation) as reflected in its most recent annual accounts as of the date of this Indenture and (y) any amounts owed by Brandbev to any other member of the Anheuser-Busch InBev Group which have not been funded, directly or indirectly, using the proceeds of borrowings under this Indenture or the Other Guaranteed Facilities;

(2)

for the avoidance of doubt, the limitation referred to in paragraph (1) above shall not apply to the guarantee by Brandbev of any obligations owed by its Subsidiaries under any Other Guaranteed Facilities;

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(3)

in addition to the limitation referred to in paragraph (1) above, the obligations and liabilities of Brandbev under this Indenture or under any Other Guaranteed Facilities shall not include the guarantee of any amount if and to the extent the granting of such guarantee for such amounts would constitute unlawful financial assistance in violation of article 168 of the Luxembourg Law on Commercial Companies dated August 10, 1915, as amended; and

(4)

Brandbev hereby expressly accepts and confirms, for the purposes of article 1281 of the Luxembourg civil code, that notwithstanding any novation permitted under, and made in accordance with the provisions of this Indenture, the Brandbev Guarantee shall be preserved for the benefit of any new Holder.

ARTICLE III

4.439% Notes due 2048

SECTION 3.01 Creation of Series; Establishment of Form .

(a) There is hereby established a new series of Securities under the Indenture entitled “4.439% Notes due 2048”.

(b) The form of the Notes, including the form of the certificate of authentication, is attached hereto as Exhibit A. The Restricted Security shall include the legends set forth on the face of Exhibit A, substantially in the form so set forth therein.

(c) The Company shall initially issue the Notes in an aggregate principal amount of USD 1,729,942,000. The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes in accordance with Sections 301 and 901 of the Indenture. Any such additional Notes subsequently issued shall rank equally and ratably with the Notes in all respects, so that such further Notes shall be consolidated and form a single series with the Notes and shall have the same terms as to status, redemption or otherwise as the Notes, provided that either (i) such additional Notes are fungible with the Notes of such series offered hereby for U.S. federal income tax purposes or (ii) such additional Notes shall have a separate CUSIP number.

(d) The Notes shall be initially offered and sold in reliance on Rule 144A and/or Regulation S and shall be issued initially in the form of one or more permanent global securities, without coupons, registered in the name of the Depositary or a nominee of the Depositary (each, a “ Global Security ”) and deposited with the Trustee, as custodian for the Depositary. Any proposed transfer of an interest in the Notes shall consist of a transfer within a Global Security and shall be effected through the book-entry system maintained by the Depositary.

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(e) The Notes shall not have a sinking fund.

(f) The stated maturity of the principal of the Notes shall be October 6, 2048 (the “ Stated Maturity ”).

(g) The outstanding principal amount of the Notes shall accrue interest at a rate equal to 4.439% per annum, as provided in Section 3.03.

(h) The Notes shall be issued in denominations of USD 1,000 in principal amount and integral multiples of USD 1,000 in excess thereof.

(i) The Notes shall be subject to both Defeasance and Covenant Defeasance in accordance with the Indenture.

(j) The Notes shall be senior unsecured obligations of the Company and will rank equally with all other existing and future unsecured and unsubordinated debt obligations of the Company.

SECTION 3.02 Guarantee . Subject to the terms and applicable limitations set forth in the Indenture and the form of Notes, the Notes shall be fully and unconditionally guaranteed by the Guarantors as to all payments due on the Notes whether at their Stated Maturity, by acceleration, redemption, repayment or otherwise in accordance with the terms of such Guarantees and the Indenture. In the case of the failure of the Company to pay punctually any principal, premium or interest on the Notes, the Guarantors shall cause any such payment to be made as it becomes due and payable, whether at maturity, upon acceleration, redemption, repayment or otherwise. The Guarantees shall be unsecured and unsubordinated indebtedness of the Guarantors and rank equally with other unsecured and unsubordinated indebtedness of the Guarantors that is currently outstanding or that they may issue in the future.

SECTION 3.03 Interest . The Notes shall bear interest at a rate equal to 4.439% per annum computed on the basis of a 360-day year consisting of twelve (12) 30-day months. Interest on the Notes will accrue from April 6, 2017, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be. Interest is payable semi-annually, in arrears, on April 6 and October 6 of each year (each, an “Interest Payment Date”), subject to deferral of such payment in accordance with the definition of “Business Day” contained in Section 1.01 hereof, commencing October 6, 2017, to the Person in whose name the Notes were registered at the close of business on the applicable Regular Record Date until the principal thereof is paid or made available for payment.

SECTION 3.04 Payment of Principal, Interest and Other Amounts . Payments of principal of, premium, if any, and interest on the Notes shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts and such payments on Notes represented by a Global Security shall be made through one or more Paying Agents appointed under the Indenture to the Depositary or its nominee, as the Holder of the Global Security. Initially, the Paying Agent and Registrar for the Notes will be The Bank of New York Mellon Trust Company, N.A., in St. Louis, Missouri. The Company may change the Paying Agent or Registrar without prior notice to the Holders of the Notes, and in such an event the Company may act as Paying Agent or Registrar. Payments of

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principal of, premium, if any, and interest on the Notes represented by a Global Security shall be made by wire transfer of immediately available funds to the Holder thereof; provided, however , that in the case of payments of principal and premium, if any, such Global Security is first surrendered to the Paying Agent.

SECTION 3.05 Optional Redemption .

(a) The Company may, at its option, redeem the Notes as a whole or in part at any time and from time to time prior to April 6, 2048 (the “ Par Call Date ”) upon not less than thirty (30) nor more than sixty (60) days’ prior notice, as provided in Section 1104 of the Indenture, at a redemption price equal to the greater of:

(1)

100% of the aggregate principal amount of the Notes to be redeemed; and

(2)

as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed as if the Notes matured on the Par Call Date (not including any portion of such payments of interest accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve (12) 30-day months) at the Treasury Rate plus 25 basis points;

plus, in each case described above, accrued and unpaid interest on the principal amount being redeemed to (but excluding) such Redemption Date. The Treasury Rate will be calculated on the third Business Day preceding such Redemption Date.

(b) The Company may, at its option, redeem the Notes as a whole or in part at any time and from time to time on the Par Call Date upon not less than thirty (30) nor more than sixty (60) days’ prior notice, as provided in Section 1104 of the Indenture, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest on the principal amount being redeemed to (but excluding) such Redemption Date.

(c) Notice of redemption shall be given by first-class mail, postage prepaid, mailed (or otherwise transmitted in accordance with applicable procedures of the Depositary) to the Holders of the Notes being redeemed (the date on which such notice is given to be termed a “ Redemption Notice Date ”).

(d) Unless the Company (and/or a Guarantor) defaults on payment of the redemption price, from and after the Redemption Date interest will cease to accrue on the Notes or portions thereof called for redemption. On the Redemption Date, the Company will deposit with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in the Indenture) money sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed on such date.

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(e) If fewer than all of the Notes are to be redeemed, the Trustee will select, not more than sixty (60) days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called for redemption, on a pro rata basis or by such method as the Trustee deems fair and appropriate, subject to the applicable procedures of the Depositary.

SECTION 3.06 Optional Tax Redemption .

(a) The Company may, at the Company’s or the Parent Guarantor’s option, redeem the Notes in whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Initial Issue Date (any such change or amendment, a “ Change in Tax Law ”), the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes may not be redeemed to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor.

(b) Prior to the mailing of any notice of redemption pursuant to this Section 3.06, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law.

(c) No notice of redemption pursuant to this Section 3.06 may be given earlier than ninety (90) days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Notes were then due.

ARTICLE IV

Miscellaneous Provisions

SECTION 4.01 Effectiveness . This Eighth Supplemental Indenture will become effective upon its execution and delivery.

SECTION 4.02 Original Issue . The Notes may, upon execution of this Eighth Supplemental Indenture, be executed by the Company and delivered by the Company and the Parent Guarantor to the Trustee for authentication, and the Trustee shall, upon Company order, authenticate and deliver such Notes as in such Company order provided.

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SECTION 4.03 Ratification and Integral Part . The Indenture as supplemented by this Eighth Supplemental Indenture, is in all respects ratified and confirmed, and this Eighth Supplemental Indenture will be deemed an integral part of the Indenture in the manner and to the extent herein and therein provided.

SECTION 4.04 Priority . This Eighth Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided. The provisions of this Eighth Supplemental Indenture shall, subject to the terms hereof, supersede the provisions of the Indenture to the extent the Indenture is inconsistent herewith.

SECTION 4.05 Successors and Assigns . All covenants and agreements in the Indenture, as supplemented and amended by this Eighth Supplemental Indenture, by the Company and the Guarantors will bind their respective successors and assigns, whether so expressed or not.

SECTION 4.06 Counterparts . This Eighth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 4.07 Guarantee Limitations . The limitations applicable to the Guarantees, as set forth in Section 209 of the Indenture, will apply to the Guarantees issued hereunder; provided, however , that any further limitations, or any amendments or modifications to such Guarantees or limitations thereon, shall be set forth in an additional supplemental indenture, in each case in accordance with the Indenture.

SECTION 4.08 The Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Eighth Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company and the Guarantors.

SECTION 4.09 Governing Law . This Eighth Supplemental Indenture and the Notes and Guarantees will be governed by and construed in accordance with the laws of the State of New York.

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


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

By:		/s/ Alan Audi
		Name: Alan Audi
		Title: Authorized Officer

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

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

By:		/s/ Jan Vandermeersch
		Name: Jan Vandermeersch
		Title: Authorized Officer

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

By:		/s/ R. Tarnas
		Name: R. Tarnas
		Title: Vice President

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A NHEUSER -B USCH I N B EV F INANCE I NC . as Subsidiary Guarantor

By:		/s/ Alan Audi
		Name: Alan Audi
		Title: Authorized Officer

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

By:		/s/ Alan Audi
		Name: Alan Audi
		Title: Authorized Officer

C OBREW NV as Subsidiary Guarantor

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

By:		/s/ O. Chino
		Name: O. Chino
		Title: Authorized Officer

B RANDBREW S.A. as Subsidiary Guarantor

By:		/s/ O. Chino
		Name: O. Chino
		Title: Authorized Officer

B RANDBEV S. À R.L. as Subsidiary Guarantor

By:		/s/ Jan Vandermeersch
		Name: Jan Vandermeersch
		Title: Authorized Officer

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Exhibit A

FORM OF NOTES

FACE OF SECURITY

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ANHEUSER-BUSCH INBEV WORLDWIDE INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF (I) IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION, (II) WITHIN THE UNITED STATES TO, OR FOR THE ACCOUNT OR BENEFIT OF, PERSONS OTHER THAN “QUALIFIED INSTITUTIONAL BUYERS” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (III) OUTSIDE THE UNITED STATES OTHER THAN TO PERSONS WHO ARE U.S. PERSONS IN OFFSHORE TRANSACTIONS IN ACCORDANCE WITH THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT. EACH PERSON ACQUIRING AN OWNERSHIP INTEREST IN THIS SECURITY (1) SHALL BE DEEMED TO REPRESENT AND WARRANT THAT IT EITHER (A) IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IS NOT A U.S. PERSON (AS DEFINED IN REGULATION S) AND IS OUTSIDE THE UNITED STATES OR (C) IS ACQUIRING SUCH OWNERSHIP INTEREST

A-1

PURSUANT TO A VALID REGISTRATION STATEMENT OR IN ANOTHER TRANSACTION EXEMPT FROM SUCH REGISTRATION; (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT IN ACCORDANCE WITH THE FOREGOING RESTRICTIONS, AND IN ANY CASE IN COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION; (3) PRIOR TO SUCH TRANSFER, AGREES THAT IT WILL FURNISH TO THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS SECURITY REGISTRAR (OR A SUCCESSOR REGISTRAR, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE SECURITY REGISTRAR AND THE COMPANY MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (4) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “UNITED STATES”, “U.S. PERSON” AND “OFFSHORE TRANSACTION” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT EITHER (A) IT IS NOT AND FOR SO LONG AS IT HOLDS THIS SECURITY (OR ANY INTEREST HEREIN) WILL NOT BE (I) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (II) A “PLAN” AS DEFINED IN AND SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE THE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR OTHER PLAN SUBJECT TO SECTION 4975 OF THE CODE, OR (IV) A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN WHICH IS SUBJECT TO ANY STATE, LOCAL, OTHER FEDERAL LAW OF THE UNITED STATES OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, OR (B) ITS ACQUISITION AND HOLDING OF THIS SECURITY WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, OR, IN THE CASE OF SUCH A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN, ANY SUCH SUBSTANTIALLY SIMILAR STATE, LOCAL, OTHER FEDERAL LAW OF THE UNITED STATES OR NON-U.S. LAW, FOR WHICH AN EXEMPTION IS NOT AVAILABLE.

THIS SECURITY AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF THIS SECURITY TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY SHALL BE DEEMED BY THE ACCEPTANCE OF THIS SECURITY TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.

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Anheuser-Busch InBev Worldwide Inc.

4.439% Note due 2048

Payment of Principal, Premium, if any,

and Interest Irrevocably, Fully and Unconditionally Guaranteed by

Anheuser-Busch InBev SA/NV, Anheuser-Busch InBev Finance Inc., Brandbev S.à r.l.,

Brandbrew S.A., Cobrew NV and Anheuser-Busch Companies, LLC


No.		USD

CUSIP No.:		ISIN:

Anheuser-Busch InBev Worldwide Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “ Company ”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or its registered assigns, on October 6, 2048 (the “ Maturity Date ”), the principal sum of U.S. dollars, and to pay interest thereon from April 6, 2017 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually, in arrears, on October 6 and April 6, in each year, commencing on October 6, 2017, at the rate of 4.439% per annum, until the principal hereof is paid or made available for payment, subject to deferral of such interest payment in accordance with the Indenture in case such date is not a Business Day.

The interest so payable, and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the March 20 and September 20 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than ten (10) days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

Subject to the terms of the Indenture, this Security is fully and unconditionally guaranteed as to all payments due hereon whether at the Stated Maturity, by acceleration, redemption, repayment or otherwise in accordance with the terms of the Guarantees and the Indenture.

Payments of principal of, premium, if any, and interest on the Notes shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts and such payments on Notes represented by a Global Security shall be made through one or more Paying Agents appointed under the Indenture to the

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Depositary or its nominee, as the Holder of this Security. Initially, the Paying Agent and Registrar for the Securities will be The Bank of New York Mellon Trust Company, N.A., St. Louis, Missouri. The Company may change the Paying Agent or Registrar without prior notice to the Holders, and in such an event the Company may act as Paying Agent or Registrar. Payments of principal, premium, if any, and interest on the Securities represented by this Security shall be made by wire transfer of immediately available funds; provided, however , that in the case of payments of principal and premium, if any, such Global Security is first surrendered to the Paying Agent.

Notwithstanding any provision of this Security or the Indenture, the Company may make any and all payments of principal, premium (if any) and interest on this Security pursuant to the applicable procedures of the Depositary for this Security as permitted in the Indenture.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

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I N W ITNESS W HEREOF , the Company has caused this instrument to be duly executed.

Dated:


ANHEUSER-BUSCH INBEV WORLDWIDE INC.

By:
		Name:
		Title: Authorized Officer

Attest:

CERTIFICATE OF AUTHENTICATION

This Security is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.


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

By:
		Authorized Signatory

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REVERSE OF SECURITY

Securities and Indenture

This Security is one of a duly authorized issue of securities of the Company (payable in U.S. dollars) (herein called the “ Securities ”), issued and to be issued in one or more series under an Indenture, dated as of December 16, 2016 (the “ Base Indenture ”), as supplemented by the Eighth Supplemental Indenture, dated as of April 6, 2017 (the “ Eighth Supplemental Indenture ” and together with the Base Indenture, the “ Indenture ”), in each case among the Company, Anheuser-Busch InBev SA/NV, as Parent Guarantor, the Subsidiary Guarantors party thereto from time to time and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “ Trustee ”, which term includes any successor trustee under the Base Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered.

Series and Denomination

This Security is one of the series designated on the face hereof, initially limited to an aggregate principal amount of USD , except as provided in the Indenture. References herein to “this series” mean the series of securities designated on the face hereof and any additional securities issued under the Eighth Supplemental Indenture. Except as provided in the preceding paragraph, references herein to the “ Securities ” means (unless the context otherwise requires) the Securities of this series and includes any other securities issued, as provided in the Indenture and forming a single series with the Securities of this series, provided that either (i) such additional Securities are fungible with the Securities of such series offered hereby for U.S. federal income tax purposes or (ii) such additional Securities shall have a separate CUSIP number.

The Securities are issuable only in registered form without coupons in denominations of USD 1,000 in principal amount and integral multiples of USD 1,000 in excess thereof.

Redemption at the Company’s Option

The Company may, at its option, redeem the Securities of this series as a whole or in part at any time and from time to time prior to April 6, 2048 (the “ Par Call Date ”) upon not less than thirty (30) nor more than sixty (60) days prior notice at a redemption price equal to the greater of (i) 100% of the aggregate principal amount of the Securities to be redeemed and (ii) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed as if the Securities matured on the Par Call Date (not including any portion of such payments of interest accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve (12) 30-day months) at the Treasury Rate plus 25 basis points; plus, in each case described above, accrued and unpaid interest on the principal amount being redeemed to (but excluding) such Redemption Date.

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The Company may also, at its option, redeem the Securities of this series as a whole or in part at any time and from time to time on or after the Par Call Date upon not less than thirty (30) nor more than sixty (60) days prior notice at a redemption price equal to 100% of the principal amount of the Securities being redeemed, plus accrued and unpaid interest on the principal amount being redeemed to (but excluding) such Redemption Date.

In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

Optional Tax Redemption

The Company may, at the Company’s or the Parent Guarantor’s option, redeem the Securities of this series in whole, but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Securities of this series then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which the Company or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after the Initial Issue Date (any such change or amendment, a “ Change in Tax Law ”), the Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the Company or the relevant Guarantor taking reasonable measures available to it; provided, however , that the Securities of this series may not be redeemed to the extent such Additional Amounts arise solely as a result of the Company assigning its obligations under the Securities of this series to a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor.

Prior to the mailing of any notice of redemption pursuant to this Section, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law.

No notice of redemption pursuant to this Section may be given earlier than ninety (90) days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Securities of this series were then due.

Additional Amounts

In the event that any Guarantor becomes obligated to make payments in respect of the Securities of this series, such Guarantor will make all payments in respect of the Securities of this series without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or

A-7

on behalf of any jurisdiction in which such Guarantor is incorporated, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax (the “ Relevant Taxing Jurisdiction ”) unless such withholding or deduction is required by law. In such event, such Guarantor will pay to the Holders of the Securities of this series such additional amounts (the “ Additional Amounts ”) as shall be necessary in order that the net amounts received by the Holders, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which:

(a) are payable by any person acting as custodian bank or collecting agent on behalf of such Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or

(b) are payable by reason of such Holder or beneficial owner having, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities of this series or the Guarantees thereof are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in, the Relevant Taxing Jurisdiction, or

(c) are imposed or withheld by reason of the failure of such Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of, such taxes, or

(d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or

(e) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder of this Security if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or

(f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or

(g) are payable by reason of a change in law or practice that becomes

A-8

effective more than thirty (30) days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or

(h) are payable because this Security was presented to a particular paying agent for payment if this Security could have been presented to another paying agent without any such withholding or deduction, or

(i) are payable for any combination of (a) through (h) above.

References to principal or interest in respect of the Securities of this series shall be deemed to include any Additional Amounts which may be payable as set forth in the Indenture.

The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United States.

In addition, any amounts to be paid by the Company or any Guarantor on the Securities of this series will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, any current or future regulations thereunder or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“ FATCA Withholding ”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding.

Transfer and Exchange

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

A-9

Prior to due presentment of this Security for registration of transfer, the Company, the Guarantors, the Trustee and any agent of the Company, the Guarantors or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Guarantors, the Trustee nor any such agent shall be affected by notice to the contrary.

Limitation on Suits

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made a written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity and/or security, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for sixty (60) days after receipt of such notice, request and offer of indemnity and/or security. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

Amendment, Modification and Waiver

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company or the Guarantors and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding (irrespective of series) that are to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company and the Guarantors with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

A-10

Defeasance

The Indenture contains provisions for defeasance at any time of certain restrictive covenants and Events of Default with respect to this Security upon compliance with certain conditions set forth in the Indenture.

10.

Governing Law

This Security shall be governed by and construed in accordance with the laws of the State of New York.

11.

Defined Terms

All terms used in this Security which are defined in the Base Indenture or the Eighth Supplemental Indenture shall have the meanings assigned to them in the Base Indenture or the Eighth Supplemental Indenture.

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Exhibit B

FORM OF GUARANTEE

For value received, the undersigned (herein called the “ Guarantors ”, and each, a “ Guarantor ”, which terms include any successor Person or Persons under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby jointly and severally, irrevocably, fully and unconditionally guarantee to the Trustee and to each Holder of this Security, which has been authenticated and delivered by the Trustee, the due and punctual payment of the principal of (including any amount in respect of original issue discount), and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), on this Security and the due and punctual payment of the sinking fund payments, if any, and analogous obligations, if any, provided for pursuant to the terms of this Security, when and as the same shall become due and payable, whether at Stated Maturity or upon redemption or upon declaration of acceleration or otherwise according to the terms of this Security and of the Indenture. In case of default by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (together with any Additional Amounts payable pursuant to the terms of this Security), sinking fund payment or analogous obligation, each Guarantor agrees duly and punctually to pay the same. Each Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of such Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of this Security, any modification of this Security, any invalidity, irregularity or unenforceability of this Security or the Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by the Holder of this Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security except by payment in full of the principal of (including any amount payable in respect of original issue discount), and any premium and interest (together with any Additional Amounts payable pursuant to the terms of this Security), thereon.

Each Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such payment.

This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on this Security shall have been signed by the Trustee.

B-1

All terms used in this Guarantee which are not defined herein shall have the meaning assigned to them in the Security upon which this Guarantee is endorsed.

This Guarantee is subject to the release upon the terms set forth in the Indenture.

This Guarantee is subject to certain limitations and waivers set forth in the Indenture, as it may be supplemented from time to time.

This Guarantee is governed by and construed in accordance with the laws of the State of New York.

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IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee to be signed by facsimile by its duly authorized officer or representative and, if required by applicable law, has caused a facsimile of its corporate seal to be affixed hereunto or imprinted hereon.


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

By:
		Name:
		Title: Authorized Officer

By:
		Name:
		Title: Authorized Officer

A NHEUSER -B USCH I N B EV F INANCE I NC . as Subsidiary Guarantor

By:
		Name:
		Title: Authorized Officer

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

By:
		Name:
		Title: Authorized Officer

B-3


C OBREW NV as Subsidiary Guarantor

By:
		Name:
		Title: Authorized Officer

By:
		Name:
		Title: Authorized Officer

B RANDBREW S.A. as Subsidiary Guarantor

By:
		Name:
		Title: Authorized Officer

B RANDBEV S. À R.L. as Subsidiary Guarantor

By:
		Name:
		Title: Authorized Officer

B-4

Exhibit 4.3

ANHEUSER-BUSCH INBEV WORLDWIDE INC.

and

ANHEUSER-BUSCH INBEV SA/NV

and

the SUBSIDIARY GUARANTORS party hereto from time to time

and

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

Trustee

NINTH SUPPLEMENTAL INDENTURE

Dated as of , 2017

To the Indenture, dated as of December 16, 2016,

among Anheuser-Busch InBev Worldwide Inc.,

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

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

4.439% Notes due 2048

TABLE OF CONTENTS


		Page

ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION			2

SECTION 1.01	Definitions		2
SECTION 1.02	Effect of Headings		4
SECTION 1.03	Separability Clause		4
SECTION 1.04	Benefits of Instrument		4

ARTICLE II 4.439% NOTES DUE 2048			4

SECTION 2.01	Creation of Series; Establishment of Form		4
SECTION 2.02	Guarantee		5
SECTION 2.03	Interest		5
SECTION 2.04	Payment of Principal, Interest and Other Amounts		5
SECTION 2.05	Optional Redemption		6
SECTION 2.06	Optional Tax Redemption		7

ARTICLE III MISCELLANEOUS PROVISIONS			7

SECTION 3.01	Effectiveness		7
SECTION 3.02	Original Issue		7
SECTION 3.03	Ratification and Integral Part		8
SECTION 3.04	Priority		8
SECTION 3.05	Successors and Assigns		8
SECTION 3.06	Counterparts		8
SECTION 3.07	Guarantee Limitations		8
SECTION 3.08	The Trustee		8
SECTION 3.09	Governing Law		8

Exhibit A FORM OF NOTES			1
Exhibit B FORM OF GUARANTEE			1

NINTH SUPPLEMENTAL INDENTURE, dated as of , 2017 (the “ Ninth Supplemental Indenture ”), among Anheuser-Busch InBev Worldwide INC., a corporation duly organized and existing under the laws of the State of Delaware (the “ Company ”), Anheuser-Busch InBev SA/NV, a société anonyme/naamloze vennootschap duly organized and existing under the laws of the Kingdom of Belgium (the “ Parent Guarantor ”), Anheuser-Busch INBEV Finance Inc., a corporation duly organized and existing under the laws of the State of Delaware, BRANDBEV S.À R.L., a société à responsabilité limitée incorporated under the laws of the Grand Duchy of Luxembourg, with its registered office at Zone Industrielle Breedewues No. 15, L-1259 Senningerberg, Grand Duchy of Luxemburg and registered with the Luxembourg Register of Commerce and Companies under the number B 80.984, BRANDBREW S.A., a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg, with its registered address at Zone Industrielle Breedewues No. 15, L-1259 Senningerberg, Grand Duchy of Luxemburg and registered with the Luxembourg register of commerce and companies under number B 75.696, Cobrew NV, a naamloze vennootschap duly organized and existing under the laws of the Kingdom of Belgium, Anheuser-Busch Companies, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (each, a “ Subsidiary Guarantor ”, and together with the Parent Guarantor, the “ Guarantors ”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “ Trustee ”) to the Indenture, dated as of December 16, 2016, among the Company, the Guarantors and the Trustee (the “ Indenture ”).

RECITALS OF THE COMPANY AND THE GUARANTORS

WHEREAS, the Company, the Guarantors and the Trustee are parties to the Indenture, which provides for the issuance from time to time of unsecured debt securities of the Company;

WHEREAS, the Company and the Guarantors have taken all necessary corporate action to authorize the execution and delivery of this Ninth Supplemental Indenture;

NOW, THEREFORE, THIS NINTH SUPPLEMENTAL INDENTURE WITNESSETH:

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ARTICLE I

Definitions and Other Provisions of General Application

SECTION 1.01 Definitions .

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

“ Change in Tax Law ” has the meaning set forth in Section 2.06(a).

“ Company ” has the meaning set forth in the first paragraph of this Ninth Supplemental Indenture.

“ Comparable Treasury Price ” means, with respect to any Redemption Date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding that Redemption Date, by (i) the average of the Reference Treasury Dealer Quotations for that Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations or (ii) if the Independent Investment Banker for the Notes obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations.

“ Initial Issue Date ” means , 2017, which is the date of the initial issuance of the Notes.

“ Depositary ” means The Depository Trust Company, or any successor thereto.

“ Ninth Supplemental Indenture ” has the meaning set forth in the Recitals.

“ Global Security ” has the meaning set forth in Section 2.01(d).

-2-

“ Guarantors ” has the meaning set forth in the first paragraph of this Ninth Supplemental Indenture.

“ Indenture ” has the meaning set forth in the first paragraph of this Ninth Supplemental Indenture.

“ Interest Payment Date ” has the meaning specified in Section 2.03.

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

“ Par Call Date ” has the meaning specified in Section 2.05(a).

“ Parent Guarantor ” has the meaning set forth in the first paragraph of this Ninth Supplemental Indenture.

“ Redemption Notice Date ” has the meaning specified in Section 2.05(c).

“ Reference Treasury Dealer ” means (i) Barclays Capital Inc., Deutsche Bank Securities Inc. and Merrill, Lynch, Pierce, Fenner & Smith, Incorporated, and their respective successors, provided, however , that if any of the foregoing shall cease to be a primary U.S. government securities dealer in The City of New York (a “ Primary Treasury Dealer ”), the Company will substitute therefor another Primary Treasury Dealer and (ii) any three other Primary Treasury Dealers selected by the Company after consultation with the Independent Investment Banker.

“ Regular Record Date ” means March 20 and September 20 (whether or not a Business Day).

“ Stated Maturity ” has the meaning specified in Section 2.01(f).

-3-

“ Trustee ” has the meaning set forth in the first paragraph of this Ninth Supplemental Indenture.

SECTION 1.02 Effect of Headings .

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

SECTION 1.03 Separability Clause .

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

SECTION 1.04 Benefits of Instrument .

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

ARTICLE II

4.439% Notes due 2048

SECTION 2.01 Creation of Series; Establishment of Form .

(a) There is hereby established a new series of Securities under the Indenture entitled “4.439% Notes due 2048”.

(b) The form of the Notes, including the form of the certificate of authentication, is attached hereto as Exhibit A.

(c) The Company shall initially issue the Notes in an aggregate principal amount of USD . The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes in accordance with Sections 301 and 901 of the Indenture. Any such additional Notes subsequently issued shall rank equally and ratably with the Notes in all respects, so that such further Notes shall be consolidated and form a single series with the Notes and shall have the same terms as to status, redemption or otherwise as the Notes, provided that either (i) such additional Notes are fungible with the Notes of such series offered hereby for U.S. federal income tax purposes or (ii) such additional Notes shall have a separate CUSIP number.

(d) The Notes shall be issued initially in the form of one or more permanent global securities, without coupons, registered in the name of the Depositary or a nominee of the Depositary (each, a “ Global Security ”) and deposited with the Trustee, as custodian for the Depositary. Any proposed transfer of an interest in the Notes shall consist of a transfer within a Global Security and shall be effected through the book-entry system maintained by the Depositary.

-4-

(e) The Notes shall not have a sinking fund.

(f) The stated maturity of the principal of the Notes shall be October 6, 2048 (the “ Stated Maturity ”).

(g) The outstanding principal amount of the Notes shall accrue interest at a rate equal to 4.439% per annum, as provided in Section 2.03.

(h) The Notes shall be issued in denominations of USD 1,000 in principal amount and integral multiples of USD 1,000 in excess thereof.

(i) The Notes shall be subject to both Defeasance and Covenant Defeasance in accordance with the Indenture.

(j) The Notes shall be senior unsecured obligations of the Company and will rank equally with all other existing and future unsecured and unsubordinated debt obligations of the Company.

SECTION 2.02 Guarantee . Subject to the terms and applicable limitations set forth in the Indenture and the form of Notes, the Notes shall be fully and unconditionally guaranteed by the Guarantors as to all payments due on the Notes whether at their Stated Maturity, by acceleration, redemption, repayment or otherwise in accordance with the terms of such Guarantees and the Indenture. In the case of the failure of the Company to pay punctually any principal, premium or interest on the Notes, the Guarantors shall cause any such payment to be made as it becomes due and payable, whether at maturity, upon acceleration, redemption, repayment or otherwise. The Guarantees shall be unsecured and unsubordinated indebtedness of the Guarantors and rank equally with other unsecured and unsubordinated indebtedness of the Guarantors that is currently outstanding or that they may issue in the future.

SECTION 2.03 Interest . The Notes shall bear interest at a rate equal to 4.439% per annum computed on the basis of a 360-day year consisting of twelve (12) 30-day months. Interest on the Notes will accrue from , 2017, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be. Interest is payable semi-annually, in arrears, on April 6 and October 6 of each year (each, an “Interest Payment Date”), subject to deferral of such payment in accordance with the definition of “Business Day” contained in Section 1.01 hereof, commencing October 6, 2017, to the Person in whose name the Notes were registered at the close of business on the applicable Regular Record Date until the principal thereof is paid or made available for payment.

SECTION 2.04 Payment of Principal, Interest and Other Amounts . Payments of principal of, premium, if any, and interest on the Notes shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts and such payments on Notes represented by a Global Security shall be made through one or more Paying Agents appointed under the Indenture to the Depositary or its nominee, as the Holder of the Global Security. Initially, the Paying Agent and Registrar for the Notes will be The Bank of New York Mellon Trust Company, N.A., in St. Louis, Missouri. The Company may change the Paying Agent or Registrar without prior notice to the Holders of the Notes, and in such an event the Company may act as Paying Agent or Registrar. Payments of

-5-

SECTION 2.05 Optional Redemption .

(1)

100% of the aggregate principal amount of the Notes to be redeemed; and

(2)

-6-

SECTION 2.06 Optional Tax Redemption .

(b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law.

(c) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Notes were then due.

ARTICLE III

Miscellaneous Provisions

S ECTION 3.01 Effectiveness . This Ninth Supplemental Indenture will become effective upon its execution and delivery.

SECTION 3.02 Original Issue . The Notes may, upon execution of this Ninth Supplemental Indenture, be executed by the Company and delivered by the Company and the Parent Guarantor to the Trustee for authentication, and the Trustee shall, upon Company order, authenticate and deliver such Notes as in such Company order provided.

-7-

SECTION 3.03 Ratification and Integral Part . The Indenture as supplemented by this Ninth Supplemental Indenture, is in all respects ratified and confirmed, and this Ninth Supplemental Indenture will be deemed an integral part of the Indenture in the manner and to the extent herein and therein provided.

SECTION 3.04 Priority . This Ninth Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided. The provisions of this Ninth Supplemental Indenture shall, subject to the terms hereof, supersede the provisions of the Indenture to the extent the Indenture is inconsistent herewith.

SECTION 3.05 Successors and Assigns . All covenants and agreements in the Indenture, as supplemented and amended by this Ninth Supplemental Indenture, by the Company and the Guarantors will bind their respective successors and assigns, whether so expressed or not.

SECTION 3.06 Counterparts . This Ninth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 3.07 Guarantee Limitations . The limitations applicable to the Guarantees, as set forth in Section 209 of the Indenture, will apply to the Guarantees issued hereunder; provided, however , that any further limitations, or any amendments or modifications to such Guarantees or limitations thereon, shall be set forth in an additional supplemental indenture, in each case in accordance with the Indenture.

SECTION 3.08 The Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Ninth Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company and the Guarantors.

SECTION 3.09 Governing Law . This Ninth Supplemental Indenture and the Notes and Guarantees will be governed by and construed in accordance with the laws of the State of New York.

-8-

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


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

By:
		Name:
		Title: Authorized Officer

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

By:
		Name:
		Title: Authorized Officer

By:
		Name:
		Title: Authorized Officer

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

By:
		Name:
		Title:

-9-


A NHEUSER -B USCH I N B EV F INANCE I NC . as Subsidiary Guarantor

By:
		Name:
		Title: Authorized Officer

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

By:
		Name:
		Title: Authorized Officer

C OBREW NV as Subsidiary Guarantor

By:
		Name:
		Title: Authorized Officer

By:
		Name:
		Title: Authorized Officer

B RANDBREW S.A. as Subsidiary Guarantor

By:
		Name:
		Title: Authorized Officer

B RANDBEV S. À R.L. as Subsidiary Guarantor

By:
		Name:
		Title: Authorized Officer

-10-

Exhibit A

FORM OF NOTES

FACE OF SECURITY

A-1

Anheuser-Busch InBev Worldwide Inc.

4.439% Note due 2048

Payment of Principal, Premium, if any,

and Interest Irrevocably, Fully and Unconditionally Guaranteed by

Anheuser-Busch InBev SA/NV, Anheuser-Busch InBev Finance Inc., Brandbev S.à r.l.,

Brandbrew S.A., Cobrew NV and Anheuser-Busch Companies, LLC


No.		USD

CUSIP No.:		ISIN:

Anheuser-Busch InBev Worldwide Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “ Company ”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or its registered assigns, on October 6, 2048 (the “ Maturity Date ”), the principal sum of U.S. dollars, and to pay interest thereon from , 2017 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually, in arrears, on October 6 and April 6, in each year, commencing on October 6, 2017, at the rate of 4.439% per annum, until the principal hereof is paid or made available for payment, subject to deferral of such interest payment in accordance with the Indenture in case such date is not a Business Day.

A-2

A-3

I N W ITNESS W HEREOF , the Company has caused this instrument to be duly executed.

Dated:


ANHEUSER-BUSCH INBEV WORLDWIDE INC.

By:
		Name:
		Title: Authorized Officer

Attest:

CERTIFICATE OF AUTHENTICATION

This Security is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.


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

By:
		Authorized Signatory

A-4

REVERSE OF SECURITY

Securities and Indenture

This Security is one of a duly authorized issue of securities of the Company (payable in U.S. dollars) (herein called the “ Securities ”), issued and to be issued in one or more series under an Indenture, dated as of December 16, 2016 (the “ Base Indenture ”), as supplemented by the Ninth Supplemental Indenture, dated as of , 2017 (the “ Ninth Supplemental Indenture ” and together with the Base Indenture, the “ Indenture ”), in each case among the Company, Anheuser-Busch InBev SA/NV, as Parent Guarantor, the Subsidiary Guarantors party thereto from time to time and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “ Trustee ”, which term includes any successor trustee under the Base Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered.

Series and Denomination

This Security is one of the series designated on the face hereof, initially limited to an aggregate principal amount of USD , except as provided in the Indenture. References herein to “this series” mean the series of securities designated on the face hereof and any additional securities issued under the Ninth Supplemental Indenture. Except as provided in the preceding paragraph, references herein to the “ Securities ” means (unless the context otherwise requires) the Securities of this series and includes any other securities issued, as provided in the Indenture and forming a single series with the Securities of this series, provided that either (i) such additional Securities are fungible with the Securities of such series offered hereby for U.S. federal income tax purposes or (ii) such additional Securities shall have a separate CUSIP number.

The Securities are issuable only in registered form without coupons in denominations of USD 1,000 in principal amount and integral multiples of USD 1,000 in excess thereof.

Redemption at the Company’s Option

A-5

Optional Tax Redemption

Additional Amounts

A-6

(d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or

A-7

(g) are payable by reason of a change in law or practice that becomes effective more than thirty (30) days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or

(i) are payable for any combination of (a) through (h) above.

References to principal or interest in respect of the Securities of this series shall be deemed to include any Additional Amounts which may be payable as set forth in the Indenture.

Transfer and Exchange

A-8

Limitation on Suits

Amendment, Modification and Waiver

A-9

Defeasance

10.

Governing Law

This Security shall be governed by and construed in accordance with the laws of the State of New York.

11.

Defined Terms

All terms used in this Security which are defined in the Base Indenture or the Ninth Supplemental Indenture shall have the meanings assigned to them in the Base Indenture or the Ninth Supplemental Indenture.

A-10

Exhibit B

FORM OF GUARANTEE

This Guarantee shall not be valid or become obligatory for any purpose with respect to this Security until the certificate of authentication on this Security shall have been signed by the Trustee.

B-1

All terms used in this Guarantee which are not defined herein shall have the meaning assigned to them in the Security upon which this Guarantee is endorsed.

This Guarantee is subject to the release upon the terms set forth in the Indenture.

This Guarantee is subject to certain limitations and waivers set forth in the Indenture, as it may be supplemented from time to time.

This Guarantee is governed by and construed in accordance with the laws of the State of New York.

B-2


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

By:
		Name:
		Title: Authorized Officer

By:
		Name:
		Title: Authorized Officer

A NHEUSER -B USCH I N B EV F INANCE I NC . as Subsidiary Guarantor

By:
		Name:
		Title: Authorized Officer

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

By:
		Name:
		Title: Authorized Officer

B-3


C OBREW NV as Subsidiary Guarantor

By:
		Name:
		Title: Authorized Officer

By:
		Name:
		Title: Authorized Officer

B RANDBREW S.A. as Subsidiary Guarantor

By:
		Name:
		Title: Authorized Officer

B RANDBEV S. À R.L. as Subsidiary Guarantor

By:
		Name:
		Title: Authorized Officer

B-4

Exhibit 4.4

REGISTRATION RIGHTS AGREEMENT

APRIL 6, 2017

Among

ANHEUSER-BUSCH INBEV SA/NV

ANHEUSER-BUSCH INBEV WORLDWIDE INC.

THE SUBSIDIARY GUARANTORS

And

BARCLAYS CAPITAL INC.

DEUTSCHE BANK SECURITIES INC.

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

LOGO

Allen & Overy LLP

0040713-0000162 ICM:26636763.5

CONTENTS


	Page
Clause
1. Definitions		1
2. Registration under the 1933 Act		4
3. Registration Procedures		9
4. Indemnification; Contribution		16
5. Miscellaneous		19
Signatories

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (the Agreement ) is made and entered into this 6th day of April 2017,

AMONG :

(1)	ANHEUSER-BUSCH INBEV WORLDWIDE INC. , a corporation incorporated under the laws of the State of Delaware with a registered office at 1209 Orange Street, Wilmington, Delaware 19801 (the Issuer );

(2)	ANHEUSER-BUSCH INBEV NV/SA , a company incorporated under the laws of Belgium (the Parent Guarantor );

(3)	THE SUBSIDIARY GUARANTORS named in Schedule 1 hereto (the Subsidiary Guarantors and together with the Parent Guarantor, the Guarantors );

(4)	BARCLAYS CAPITAL INC . ( Barclays )

(5)	DEUTSCHE BANK SECURITIES INC. ( Deutsche Bank ); and

(6)	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (Merrill Lynch) and, together with Barclays and Deutsche Bank, as dealer managers pursuant to the Dealer Manager Agreement (defined below), the Dealer Managers .

The Issuer and the Dealer Managers are parties to the Dealer Manager Agreement dated March 22, 2017 (the Dealer Manager Agreement ), pursuant to which the Issuer has arranged for it to offer to exchange (the Private Exchange Offer ) the Issuer’s Notes due October 2048 guaranteed by the Guarantors (the Securities ) for the outstanding existing notes named therein (the Old Securities ). As an inducement to the Dealer Managers to enter into the Dealer Manager Agreement and as an inducement for holders of the Old Securities to participate in the Private Exchange Offer, the Issuer has agreed to provide to the participants in the Private Exchange Offer and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the Dealer Managers’ obligations under the Dealer Manager Agreement.

In consideration of the foregoing, the parties hereto agree as follows:

1.	DEFINITIONS

As used in this Agreement, the following capitalized defined terms shall have the following meanings:

1933 Act shall mean the Securities Act of 1933, as amended from time to time.

1934 Act shall mean the Securities Exchange Act of 1934, as amended from time to time.

Business Day shall mean a day that is not a Saturday, a Sunday, or a day on which banking institutions in New York, New York or Brussels, Belgium are authorized or required to be closed.

Closing Date shall mean the first date on which any Securities are issued by the Issuer to Holders as a result of the Private Exchange Offer.

Dealer Manager Agreement shall have the meaning set forth in the preamble.

Dealer Managers shall have the meaning set forth in the preamble.

Depositary shall mean The Depository Trust Company, or any other depositary appointed by the Issuer, provided, however, that such depositary shall have an address in the Borough of Manhattan, in The City of New York.

Exchange Offer shall mean the exchange offer by the Issuer of Exchange Securities for Registrable Securities pursuant to Clause 2.1 hereof.

Exchange Offer Registration Statement shall mean an exchange offer registration statement on Form F-4 (or, if applicable, on another appropriate form), and all amendments and supplements to such registration statement, including the Prospectus contained therein, all exhibits thereto and all documents incorporated by reference therein.

Exchange Period shall have the meaning set forth in Clause 2.1 hereof.

Exchange Securities shall mean the applicable series of securities issued by the Issuer and guaranteed by the Guarantors under the Indenture containing terms identical to the Securities in all material respects (except for references to certain interest rate provisions, restrictions on transfers and restrictive legends), to be offered to Holders of Registrable Securities pursuant to the Exchange Offer.

Free Writing Prospectus means each free writing prospectus (as defined in Rule 405 under the 1933 Act) prepared by or on behalf of the Issuer or a Guarantor or used or referred to by the Issuer or a Guarantor in connection with the sale of the Securities or the Exchange Securities.

Guarantors shall have the meaning set forth in the preamble and shall also include their successors.

Holder shall mean any Person, for so long as it owns any Registrable Securities, and each of its successors, assigns and direct and indirect transferees who become registered owners of Registrable Securities under the Indenture and each Participating Broker-Dealer that holds Exchange Securities for so long as such Participating Broker-Dealer is required to deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities.

Indenture shall mean the Indenture relating to the Securities dated as of December 16, 2016, among the Issuer, the Guarantors and The Bank of New York Mellon Trust Company N.A., as Trustee, as so supplemented or amended.

Issuer shall have the meaning set forth in the preamble and shall also include the Issuer’s successors.

Majority Holders shall mean the Holders of a majority of the aggregate principal amount of Outstanding (as defined in the Indenture) Registrable Securities (irrespective of series); provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Issuer and other obligors on the Securities or any Affiliate (as defined in the Indenture) of the Issuer and the other obligors shall be disregarded in determining whether such consent or approval was given by the Holders of such required percentage amount.

Parent Guarantor shall have the meaning set forth in the preamble and shall also include the Parent Guarantor’s successors.

Participating Broker-Dealer shall mean any Dealer Manager and any other broker-dealer which makes a market in the Securities and exchanges Registrable Securities in the Exchange Offer for Exchange Securities.

Person shall mean an individual, partnership (general or limited), corporation, limited liability company, trust or unincorporated organization, or a government or agency or political subdivision thereof.

Private Exchange Offer shall have the meaning set forth in the preamble.

Prospectus shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including any such prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to a prospectus, including post-effective amendments, and in each case including all material incorporated by reference therein.

Registrable Securities shall mean the Securities; provided, however, that Securities shall cease to be Registrable Securities when (a) a Registration Statement with respect to such Securities shall have been declared effective under the 1933 Act and such Securities shall have been disposed of pursuant to such Registration Statement, (b) such Securities shall have ceased to be outstanding or (c) the Exchange Offer is consummated.

Registration Expenses shall mean any and all expenses incident to performance of or compliance by the Issuer and the Guarantors with this Agreement, including without limitation: (a) all SEC, stock exchange or Financial Industry Regulatory Authority ( FINRA ) registration and filing fees, including, if applicable, the fees and expenses of any “qualified independent underwriter” (and its counsel) that is required to be retained by any holder of Registrable Securities in accordance with the rules and regulations of FINRA, (b) all fees and expenses incurred in connection with compliance with state securities or blue sky laws and compliance with the rules of FINRA (including reasonable fees and disbursements of counsel for any underwriters or Holders in connection with blue sky qualification of any of the Exchange Securities or Registrable Securities and any filings with FINRA), (c) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements and other documents relating to the performance of and compliance with this Agreement, (d) all fees and expenses incurred in connection with the listing, if any, of any of the Registrable Securities on any securities exchange or exchanges, (e) all rating agency fees, (f) the fees and disbursements of counsel for the Issuer and the Guarantors and of the independent public accountants of the Issuer and the Guarantors, including the expenses of any special audits or “cold comfort” letters required by or incident to such performance and compliance, (g) the fees and expenses of the Trustee, and any escrow agent or custodian, (h) the reasonable expenses of the Dealer Managers in connection with the Exchange Offer, including the reasonable fees and expenses of counsel to the Dealer Managers in connection therewith, (i) the reasonable fees and disbursements of Special Counsel and (j) the reasonable fees and disbursements of the underwriters customarily required to be paid by issuers or sellers of securities and the fees and expenses of any special experts retained by the Issuer and the Guarantors in connection with any Registration Statement, but excluding underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.

Registration Statement shall mean any registration statement of the Issuer and the Guarantors which covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement, and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

SEC shall mean the United States Securities and Exchange Commission or any successor agency or government body performing the functions currently performed by the United States Securities and Exchange Commission.

Securities shall have the meaning set forth in the preamble.

Shelf Registrable Securities shall have the meaning set forth in Clause 2.5.

Shelf Registration shall mean a registration effected pursuant to Clause 2.2 hereof.

Shelf Registration Statement shall mean a “shelf” registration statement required to be filed pursuant to the provisions of Clause 2.2 of this Agreement which covers all of the Shelf Registrable Securities on an appropriate form under Rule 415 under the 1933 Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

Special Counsel shall mean Allen & Overy LLP, as special counsel for the Holders of Shelf Registrable Securities or such other special counsel (but not more than one) as may be selected by the Holders of a majority in aggregate principal amount of such Shelf Registrable Securities.

TIA shall mean the Trust Indenture Act of 1939, as amended.

Trustee shall mean the trustee with respect to the Securities and the Exchange Securities under the Indenture.

2.	REGISTRATION UNDER THE 1933 ACT

2.1

Exchange Offer

The Issuer and the Guarantors shall, for the benefit of the Holders, at the Issuer and Guarantors’ expense, (a) use their commercially reasonable efforts to file with the SEC an Exchange Offer Registration Statement on an appropriate form under the 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange Securities, (b) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 335 days of the Closing Date, (c) use their commercially reasonable efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer, (d) use their commercially reasonable efforts to cause the Exchange Offer, if it has been commenced, to be consummated not later than 365 days following the Closing Date and (e) for a period of 90 days following the consummation of the Exchange Offer (or such shorter period of time during which the Participating Broker-Dealers are required by law to deliver a prospectus), to make available a prospectus meeting the requirements of the 1933 Act to any Participating Broker-Dealer for use in connection with any resale of any Exchange Securities acquired in the Exchange Offer. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as soon as practicable, commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (i) is not an affiliate of the Issuer within the meaning of Rule 405 under the 1933 Act, (ii) is not a broker-dealer tendering Registrable Securities acquired directly from the Issuer for its own account, (iii) acquired the Exchange Securities in the ordinary course of such Holder’s business and (iv) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities and is not prohibited by any law or policy from participating in the Exchange Offer) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and under state securities or blue sky laws.

In connection with the Exchange Offer, the Issuer and the Guarantors shall:

(a)

mail as promptly as practicable to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal (if relevant) and related documents, provided that the Issuer and the Guarantors shall only be required to mail such Prospectus to Holders of which they are aware after due inquiry;

(b)

keep the Exchange Offer open for acceptance for a period of not less than 20 business days (as defined in Rule 13e-4 of the 1934 Act) after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the Exchange Period );

(c)

utilize the services of the Depositary for the Exchange Offer;

(d)

permit Holders to withdraw tendered Registrable Securities at any time prior to the close of business, New York City time, on the last business day of the Exchange Period, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing such Holder’s election to have such Registrable Securities exchanged;

(e)

notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Dealer Managers and Participating Broker-Dealers as provided herein); and

(f)

otherwise comply in all material respects with all applicable laws relating to the Exchange Offer.

The Exchange Securities shall be issued under (a) the Indenture or (b) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the TIA, or is exempt from such qualification and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture. The Indenture or such other indenture shall provide that the Securities of any series and the equivalent Exchange Securities of such series shall vote and consent together on all matters as one class and that none of the Securities of any series or the equivalent Exchange Securities of such series will have the right to vote or consent as a separate class on any matter other than those matters which may affect only that particular series of Securities or the equivalent Exchange Securities of such series.

As soon as practicable after the close of the Exchange Offer, the Issuer shall:

(I)

accept for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal (if relevant) which shall be an exhibit thereto;

(II)

deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities so accepted for exchange; and

(III)

cause the Trustee promptly to authenticate and deliver Exchange Securities to each Holder of Registrable Securities so accepted for exchange in a principal amount equal to the principal amount of the Registrable Securities of such Holder so accepted for exchange.

Interest on each Exchange Security will accrue from the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the Closing Date. The Exchange Offer shall not be subject to any conditions, other than (A) that the Exchange Offer, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC, (B) the valid tendering of Registrable Securities in accordance with the Exchange Offer, (C) that each Holder of Registrable Securities exchanged in the Exchange Offer shall have represented that (i) all Exchange Securities to be received by it shall be acquired in the ordinary course of its business and that at the time of the consummation of the Exchange Offer it shall have no arrangement or understanding with any person to participate in the distribution (within the meaning of the 1933 Act) of the Securities or Exchange Securities, (ii) it is not prohibited by any law or policy from participating in the Exchange Offer, (iii) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of Exchange Securities (iv) if such Holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Registrable Securities that were acquired as a result of market-making activities or other trading activities and it will be required to acknowledge that it will deliver a Prospectus in connection with any resale of Exchange Securities and (v) it shall have made such other representations as may be reasonably requested by the Issuer, or as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form F-4 or other appropriate form under the 1933 Act available, (E) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Issuer’s judgment, would reasonably be expected to impair the ability of the Issuer to proceed with the Exchange Offer and (F) that the Exchange Offer will be made to all Holders other than to any Holder of the European Economic Area to whom the Exchange Offer cannot be made without requiring the production of a prospectus for the purposes of the Directive 2003/71/EC (which may be certified or validated by way of representations from Holders of Registrable Securities). The Issuer shall inform the Dealer Managers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Dealer Managers shall have the right, subject to applicable law, to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer.

Upon consummation of the Exchange Offer in accordance with this Agreement, the Issuer and Guarantors shall have no further obligation to register the Registrable Securities pursuant to Clause 2.2 of this Agreement.

2.2

Shelf Registration

(a)(i) If, because of any changes in law, SEC rules or regulations or applicable interpretations thereof by the staff of the SEC, the Issuer determines after consultation with its outside counsel that it is not permitted to effect the Exchange Offer as contemplated by Clause 2.1 hereof, (ii) if for any other reason the Exchange Offer is not consummated within 365 days of the Closing Date, (iii) upon the written request of any Dealer Manager holding Registrable Securities that are not eligible to be exchanged for Exchange Securities in the Exchange Offer and held by it following the consummation of the Exchange Offer or (iv) upon notice of any Holder (other than a Dealer Manager) given to the Issuer in writing during the Exchange Period that (A) due to a change in law or SEC policy it is not entitled to participate in the Exchange Offer, (B) due to a change in law or SEC policy it may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) it is a broker-dealer and owns Registrable Securities acquired directly from the Issuer or an affiliate of the

Issuer, then in case of each of paragraphs (i) through (iv) the Issuer and the Guarantors shall, at their expense:

(I)

As promptly as practicable and within 30 days from the date on which any of the conditions described in the foregoing clauses (i)—(iv) occur, including in the cases of clauses (iii) and (iv) the receipt of notice (each a Trigger Event ) (but in no case earlier than 275 days following the Closing Date), use commercially reasonable efforts to file with the SEC, and thereafter shall use their commercially reasonable efforts to cause to be declared effective as promptly as practicable and, in any event, within 90 days after the Trigger Event (but in no case earlier than 335 days following the Closing Date), a Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders participating in the Shelf Registration and set forth in such Shelf Registration Statement.

(II)

Use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of one year from the Trigger Event, or for such shorter period that will terminate when all Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding or otherwise to be Registrable Securities (the Effectiveness Period ); provided, however, that the Effectiveness Period in respect of the Shelf Registration Statement shall be extended up to a maximum of 90 days if necessary to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the 1933 Act and as otherwise provided herein.

(III)

Notwithstanding any other provisions hereof, use their commercially reasonable efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading.

(b) The Issuer and the Guarantors agree (i) not to permit any securities other than Registrable Securities to be included in the Shelf Registration Statement and (ii), if necessary, to supplement or amend the Shelf Registration Statement, as required by Clause 3(b) below, and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment as promptly as reasonably practicable after its being used or filed with the SEC.

2.3

Expenses

The Issuer and the Guarantors shall pay all Registration Expenses in connection with the registration pursuant to Clause 2.1 or 2.2. Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement.

2.4

Effectiveness.

(a)	The Issuer and the Guarantors will be deemed not to have used their respective commercially reasonable efforts to cause the Exchange Offer Registration Statement or the Shelf Registration

Statement, as the case may be, to become, or to remain, effective during the requisite period if the Issuer or any Guarantor voluntarily takes any action that would, or omits to take any action which omission would result in (i) any such Registration Statement not being declared effective or (ii) the Holders of Registrable Securities covered thereby not being able to exchange or offer and sell such Registrable Securities during that period as and to the extent contemplated hereby, unless (i) such action is required by applicable law, or (ii) such action is taken in good faith and for valid business reasons (not including avoidance of the Issuer’s or the Guarantor’s obligations hereunder), including the acquisition or divestiture of assets, so long as the Issuer and the Guarantors promptly thereafter comply with the requirements of Clause 3(k) hereof, if applicable.

(b)

An Exchange Offer Registration Statement pursuant to Clause 2.1 hereof or a Shelf Registration Statement pursuant to Clause 2.2 hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that if, after it has been declared effective, the offering of Registrable Securities pursuant to an Exchange Offer Registration Statement or a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration Statement will be deemed not to be effective during the period of such interference, until the offering of Registrable Securities pursuant to such Registration Statement may legally resume.

2.5

Interest

In the event that either (a) the Exchange Offer Registration Statement has not been declared effective on or prior to the 335th calendar day following the Closing Date, (b) the Exchange Offer is not consummated, on or prior to the 365th calendar day following the Closing Date, or (c) a Shelf Registration Statement is not declared effective within the time period specified in Section 2.2.(a)(I) (each such event referred to in (a) through (c) above, a Registration Default ), the interest rate borne by the Securities shall be increased ( Additional Interest ) by one-quarter of one percent (0.25%) per annum immediately following the occurrence of such Registration Default; provided, however, that no Additional Interest shall be payable if the Exchange Offer Registration Statement is not filed or declared effective or the Exchange Offer is not consummated on account of the reasons set forth in Clause 2.2 (a)(i) (it being understood, however, that in any such case the Issuer and the Guarantors shall be obligated to file a Shelf Registration Statement and Additional Interest shall be payable if the Shelf Registration Statement is not declared effective in accordance with Clause 2.2(a)(I)), that no Additional Interest shall be payable if the Shelf Registration Statement is not declared effective as set forth above because the request under Clause 2.2(a)(iii) or notice under Clause 2.2.(a)(iv) was not made on a timely basis; and provided, further, that Additional Interest shall only be payable in case the Shelf Registration Statement is not declared effective as aforesaid.

Immediately following the cure of a Registration Default, the accrual of Additional Interest with respect to that particular Registration Default will cease.

If the Shelf Registration Statement is declared effective but becomes unusable by the Holders of Registrable Securities covered by such Shelf Registration Statement ( Shelf Registrable Securities ) for any reason, and the aggregate number of days in any consecutive 12-month period for which the Shelf Registration Statement shall not be usable exceeds 30 days in the aggregate, then the interest rate borne by the Shelf Registrable Securities will be increased by one-quarter of one percent (0.25%) per annum of the principal amount of the Securities beginning on the 31st such day that such Shelf Registration Statement ceases to be usable. Upon the Shelf Registration Statement once again becoming usable, the interest rate borne by the Shelf Registrable Securities will be reduced to the original interest rate. Additional Interest shall be computed based on the actual number of days elapsed in each 30-day period in which the Shelf Registration Statement is unusable.

The Issuer shall notify the Trustee within five Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an Event Date ).

Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Registrable Securities entitled to receive the interest payment, on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record Holder of Registrable Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

3.	REGISTRATION PROCEDURES

In connection with the obligations of the Issuer and the Guarantors with respect to Registration Statements pursuant to Clauses 2.1 and 2.2 hereof, the Issuer and the Guarantors shall:

(a)

prepare and file with the SEC a Registration Statement, within the relevant time period specified in Clause 2, on the appropriate form under the 1933 Act, which form (i) shall be selected by the Issuer and/or the Parent Guarantor, (ii) shall, in the case of a Shelf Registration, be available for the sale of the Shelf Registrable Securities by the selling Holders thereof, and (iii) shall comply as to form in all material respects with the requirements of the applicable form and include or incorporate by reference all financial statements required by the SEC to be filed therewith or incorporated by reference therein;

(b)

prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary under applicable law to keep such Registration Statement effective for the applicable period; and cause each Prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provision then in force) under the 1933 Act and comply with the provisions of the 1933 Act, the 1934 Act and the rules and regulations thereunder applicable to them with respect to the disposition of all securities covered by each Registration Statement during the applicable period in accordance, in the case of a Shelf Registration, with the intended method or methods of distribution by the selling Holders thereof (including sales by any Participating Broker-Dealer);

(c)

in the case of a Shelf Registration, (i) notify each Holder of Registrable Securities, at least five Business Days prior to filing, that a Shelf Registration Statement with respect to the Registrable Securities is being filed and advising such Holders that the distribution of Registrable Securities will be made in accordance with the method selected by the Majority Holders participating in the Shelf Registration; (ii) furnish to each Holder of Registrable Securities and to each underwriter of an underwritten offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto and such other documents as such Holder or underwriter may reasonably request, including financial statements and schedules and, if the Holder so requests, all exhibits in order to facilitate the public sale or other disposition of the Registrable Securities; and (iii) hereby consent to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of Registrable Securities, in accordance with applicable law, in connection with the offering and sale of the Registrable Securities covered by the Prospectus or any amendment or supplement thereto;

(d)

use their commercially reasonable efforts to register or qualify the Registrable Securities under all applicable state securities or “blue sky” laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement and each underwriter of an underwritten offering of Registrable Securities shall reasonably request in writing by the time the applicable Registration Statement is declared effective by the SEC, and do any and all other acts and things which may be reasonably necessary or advisable to enable each such Holder and underwriter to consummate the disposition in each such jurisdiction of such

Registrable Securities owned by such Holder; provided, however, that neither the Issuer nor any Guarantor shall be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Clause 3(d), (ii) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject, or (iii) conform its capitalization or the composition of its assets at the time to the securities or blue sky laws of such jurisdiction;

(e)

notify promptly each Holder of Registrable Securities under a Shelf Registration or any Participating Broker-Dealer who has notified the Issuer that it is utilizing the Exchange Offer Registration Statement as provided in paragraph (f) below and, if requested by such Holder or Participating Broker-Dealer, confirm such advice in writing promptly (i) when a Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective, provided that this Clause (i) shall not apply with respect to regular filings of documents or reports under the 1934 Act, at any time following the effectiveness of such Registration Statement, where such filing is made as part of the Issuer’s or Guarantors’ ordinary-course periodic disclosure obligations under Section 13 or 15 of the 1934 Act, (ii) of any request by the SEC or any state securities authority for post-effective amendments and supplements to a Registration Statement and Prospectus or for additional information after the Registration Statement has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iv) in the case of a Shelf Registration, if, between the effective date of a Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Issuer contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to the offering cease to be true and correct in all material respects, (v) of the happening of any event or the discovery of any facts during the period a Registration Statement is effective which makes any statement made in such Registration Statement or the related Prospectus untrue in any material respect or which requires the making of any changes in such Registration Statement or Prospectus in order to make the statements therein not misleading, (vi) of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Registrable Securities or the Exchange Securities, as the case may be, for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (vii) of any determination by the Issuer that a post-effective amendment to such Registration Statement would be appropriate;

(f)

in the case of the Exchange Offer Registration Statement (i) include in the Exchange Offer Registration Statement a section entitled “Plan of Distribution” which section shall be reasonably acceptable to the Dealer Managers on behalf of the Participating Broker-Dealers, and which shall contain a summary statement of the positions taken or policies made by the staff of the SEC with respect to the potential “underwriter” status of any broker-dealer that holds Registrable Securities acquired for its own account as a result of market-making activities or other trading activities and that will be the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange Securities to be received by such broker-dealer in the Exchange Offer, whether such positions or policies have been publicly disseminated by the staff of the SEC or such positions or policies, in the reasonable judgment of the Dealer Managers on behalf of the Participating Broker-Dealers and its counsel, represent the prevailing views of the staff of the SEC, including a statement that any such broker-dealer who receives Exchange Securities for Registrable Securities pursuant to the Exchange Offer may be deemed a statutory underwriter and must deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities, (ii) furnish to each Participating Broker-Dealer who has delivered to the Issuer the notice

referred to in Clause 3(e), without charge, as many copies of each Prospectus included in the Exchange Offer Registration Statement, including any preliminary prospectus, and any amendment or supplement thereto, as such Participating Broker-Dealer may reasonably request, (iii) hereby consent to the use of the Prospectus forming part of the Exchange Offer Registration Statement or any amendment or supplement thereto, by any Person subject to the prospectus delivery requirements of the SEC, including all Participating Broker-Dealers, in connection with the sale or transfer of the Exchange Securities covered by the Prospectus or any amendment or supplement thereto, (iv) include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer (x) the following provision:

“If the exchange offeree is a broker-dealer holding Registrable Securities acquired for its own account as a result of market-making activities or other trading activities, it will deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of Exchange Securities received in respect of such Registrable Securities pursuant to the Exchange Offer”;

and (y) a statement to the effect that by a broker-dealer making the acknowledgment described in paragraph (x) and by delivering a Prospectus in connection with the exchange of Registrable Securities, the broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the 1933 Act; and (v) if reasonably requested by the Dealer Managers, deliver to them on behalf of the Participating Broker-Dealers upon the effectiveness of the Exchange Offer Registration Statement officers’ certificates substantially in the form customarily delivered in a public offering of debt securities and a comfort letter or comfort letters in customary form from the Issuer’s independent certified public accountants (and, if necessary and so requested, any other independent certified public accountants of any subsidiary of the Issuer or of any business acquired by the Issuer for which financial statements are, or are required to be, included in the Registration Statement) at least as broad in scope and coverage as the comfort letter or comfort letters delivered to the Dealer Managers in connection with the initial sale of the Securities to the Dealer Managers;

(g)

(i) in the case of an Exchange Offer, furnish counsel for the Dealer Managers and (ii) in the case of a Shelf Registration, furnish Special Counsel copies of comment letters received from the SEC or any other request by the SEC or any state securities authority for amendments or supplements to the applicable Registration Statement or for additional information;

(h)

make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest possible moment;

(i)

in the case of a Shelf Registration, furnish, upon request, to each Holder of Registrable Securities, and each underwriter, if any, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto, including financial statements and schedules (without documents incorporated therein by reference and all exhibits thereto, unless requested in writing);

(j)

in the case of a Shelf Registration, co-operate with the selling Holders of Shelf Registrable Securities to facilitate the timely preparation and delivery of certificates representing Shelf Registrable Securities to be sold and not bearing any restrictive legends; and enable such Shelf Registrable Securities to be in such denominations (consistent with the provisions of the Indenture) and registered in such names as the selling Holders or the underwriters, if any, may reasonably request at least three Business Days prior to the closing of any sale of Shelf Registrable Shelf Securities;

(k)

in the case of a Shelf Registration, upon the occurrence of any event or the discovery of any facts, each as contemplated by Clauses 3(e)(v), 3(e)(vi) and 3(e)(vii) hereof, as promptly as practicable after the occurrence of such an event, use its commercially reasonable efforts to prepare a supplement or post-effective amendment to the Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Shelf Registrable Securities or Participating Broker-Dealers, such Prospectus will not contain at the time of such delivery any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. At such time as such public disclosure is otherwise made or the Issuer determines that such disclosure is not necessary, in each case to correct any misstatement of a material fact or to include any omitted material fact, the Issuer agrees promptly to notify each Holder of such determination and to furnish each Holder with such number of copies of the Prospectus as amended or supplemented, as such Holder may reasonably request and the Dealer Managers, on their own behalf and on behalf of subsequent Holders, hereby agree to suspend use of the Prospectus until the Issuer has amended or supplemented to correct such misstatement or omission;

(l)

obtain a CUSIP number for all Exchange Securities or Shelf Registrable Securities, as the case may be, not later than the effective date of a Registration Statement applicable to such securities, and provide the Trustee with printed certificates for the Exchange Securities, or the Registrable Securities, as the case may be, in a form eligible for deposit with the Depositary, which CUSIP numbers shall, upon request by the Issuer, be provided by the Dealer Managers;

(m)

(i) cause the Indenture to be qualified under the TIA in connection with the registration of the Exchange Securities or Shelf Registrable Securities, as the case may be, (ii) co-operate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the TIA and (iii) execute, and use its commercially reasonable efforts to cause the Trustee to execute, all documents as may be required to effect such changes, and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;

(n)

in the case of a Shelf Registration, enter into customary agreements (including underwriting agreements) and take all other customary and appropriate actions in order to expedite or facilitate the disposition of such Shelf Registrable Securities, as may be reasonably requested by the Majority Holders, and in such connection whether or not an underwriting agreement is entered into and whether or not the registration is an underwritten registration:

(I)

make such representations and warranties to the Holders of such Shelf Registrable Securities and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings as may be reasonably requested by them;

(II)

obtain opinions of United States and local counsel to the Issuer and the Guarantors and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters, if any, and the holders of a majority in principal amount of the Shelf Registrable Securities being sold and their respective counsel) addressed to each selling Holder and the underwriters, if any, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters with such customary exceptions and qualifications as contained in the opinions delivered pursuant to the Dealer Manager Agreement;

(III)

obtain “cold comfort” letters and updates thereof from the Parent Guarantor’s independent certified public accountants (and, if necessary, any other independent certified public accountants of any material subsidiary of the Parent Guarantor or of any business directly or indirectly acquired by the Parent Guarantor for which financial statements are, or are required to be, included in the Registration Statement) addressed to each selling Holder of Shelf Registrable Securities (to the extent permitted by applicable professional standards) and the underwriters, if any, as may be reasonably requested by the Majority Holders, with such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters to underwriters in connection with similar underwritten offerings, such letters to be agreed upon by the selling Holders and underwriters and such accountants, such agreement not to be unreasonably withheld;

(IV)

if so requested by the Majority Holders, enter into a securities sales agreement with the Holders and an agent of the Holders providing for, among other things, the appointment of such agent for the selling Holders for the purpose of soliciting purchases of Shelf Registrable Securities, which agreement shall be in form, substance and scope customary for similar offerings;

(V)

if an underwriting agreement is entered into, cause the same to set forth indemnification provisions and procedures substantially equivalent to the indemnification provisions and procedures set forth in Clause 4 hereof with respect to the underwriters and all other parties to be indemnified pursuant to said Section or, at the request of any underwriters, in the form customarily provided to such underwriters in similar types of transactions; provided that such underwriting agreement shall contain customary provisions regarding indemnification of the Issuer with respect to information provided by the underwriter; and

(VI)

deliver such documents and certificates as may be reasonably requested and as are customarily delivered in similar offerings to the Majority Holders of the Shelf Registrable Securities being sold and the managing underwriters, if any.

The above shall be done at (A) the effectiveness of such Registration Statement (and each post-effective amendment thereto) and (B) each closing under any underwriting or similar agreement as and to the extent required thereunder;

(o)

in the case of a Shelf Registration or if a Prospectus is required to be delivered by any Participating Broker-Dealer in the case of an Exchange Offer, for a reasonable period of time preceding the filing of the applicable Registration Statement and prior to the execution of any applicable underwriting agreement, make available for inspection by representatives of the Holders of the Shelf Registrable Securities who are selected by Holders of a majority in aggregate principal amount of Shelf Registrable Securities, any underwriters participating in any disposition pursuant to a Shelf Registration Statement, any Participating Broker-Dealer, any Special Counsel or any accountant retained by any of the foregoing, all financial and other records, pertinent corporate documents and properties of the Issuer and the Guarantors reasonably requested by any such persons, and cause the respective officers, directors, employees, and any other agents of the Issuer and the Guarantors to supply all information reasonably requested by any such representative, underwriter, Special Counsel or accountant in connection with a Registration Statement, and make such representatives of the Issuer and the Guarantors available for discussion of such documents as shall be reasonably requested by the Dealer Managers, provided, however that such records, documents or information which the Issuer identify as being confidential shall not be disclosed by the representative, Holder, attorney or accountant unless (i) the disclosure of such records, documents or information is necessary to avoid or correct a misstatement or

omission in a Registration Statement; (ii) the release of such records, documents or information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or as part of the evidentiary procedures of a court of competent jurisdiction; or (iii) such records, documents or information have previously been generally made available to the public, and the Issuer shall be entitled to require that such persons sign a confidentiality agreement to that effect;

(p)

in the case of an Exchange Offer Registration Statement, a reasonable time prior to the filing of any Exchange Offer Registration Statement, any Prospectus forming a part thereof, any amendment to an Exchange Offer Registration Statement or amendment or supplement to such Prospectus, provide copies of such document to the Dealer Managers and to their counsel and make such changes in any such document prior to the filing thereof as the Dealer Managers or such counsel may reasonably request and, except as otherwise required by applicable law, not file any such document in a form to which the Dealer Managers and their counsel shall not have previously been advised and furnished a copy of or to which the Dealer Managers or their counsel shall reasonably object, and make the representatives of the Issuer available for discussion of such documents as shall be reasonably requested by the Dealer Managers;

(q)

in the case of a Shelf Registration, a reasonable time prior to filing any Shelf Registration Statement, any Prospectus forming a part thereof, any amendment to such Shelf Registration Statement or amendment or supplement to such Prospectus, provide copies of such document to the Holders of Shelf Registrable Securities, to the Dealer Managers, to Special Counsel and to the underwriter or underwriters of an underwritten offering of Shelf Registrable Securities, if any, make such changes in any such document prior to the filing thereof as the Dealer Managers, Special Counsel or the underwriter or underwriters reasonably request and not file any such document in a form to which the Majority Holders of Shelf Registrable Securities, the Dealer Managers on behalf of the Holders of Registrable Securities, Special Counsel or any underwriter shall not have previously been advised and furnished a copy of or to which such Majority Holders, the Dealer Managers on behalf of the Holders of Registrable Securities, Special Counsel or any underwriter shall reasonably object, and make the representatives of the Issuer available for discussion of such document as shall be reasonably requested by the Majority Holders of Registrable Securities, the Dealer Managers on behalf of Holders of Registrable Securities, Special Counsel or any underwriter;

(r)

in the case of a Shelf Registration, use its commercially reasonable efforts to cause all Exchange Securities and Shelf Registrable Securities to be listed on any securities exchange on which similar debt securities issued by the Issuer are then listed if requested by the Majority Holders or if requested by the underwriter or underwriters of an underwritten offering of Registrable Securities, if any, which request shall, in the reasonable judgment of the Majority Holders or underwriters, as applicable, be for purposes of facilitating the sale or resale of the Exchange Securities or Shelf Registrable Securities;

(s)

in the case of a Shelf Registration, use its commercially reasonable efforts to cause the Shelf Registrable Securities to be rated by the same nationally recognized statistical rating agencies rating the Registrable Securities, if so requested by the Majority Holders, or if requested by the underwriter or underwriters of an underwritten offering of Registrable Securities, if any;

(t)

otherwise comply with all applicable rules and regulations of the SEC and make available to its security holders, as soon as reasonably practicable, an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder;

(u)

co-operate and assist in any filings required to be made with FINRA and, in the case of a Shelf Registration, in the performance of any due diligence investigation by any underwriter and its counsel (including any “qualified independent underwriter” that is required to be retained in accordance with the rules and regulations of FINRA); and

(v)

upon consummation of an Exchange Offer, obtain customary opinions of counsel to the Issuer and the Guarantors addressed to the Trustee, if so required by the Trustee, which includes opinions that (i) the Issuer and the Guarantors have duly authorized, executed and delivered the Exchange Securities, as applicable, and the related indenture and guarantees, and (ii) each of the Exchange Securities and guarantees and related indenture constitute a legal, valid and binding obligation of the Issuer and the Guarantors, enforceable against the Issuer and the Guarantors in accordance with its respective terms (with customary exceptions).

In the case of a Shelf Registration Statement, the Issuer may (as a condition to such Holder’s participation in the Shelf Registration) require each Holder of Shelf Registrable Securities to furnish to the Issuer such information regarding the Holder and the proposed distribution by such Holder of such Shelf Registrable Securities as the Issuer may from time to time reasonably request in writing for use in connection with any Shelf Registration Statement or Prospectus included therein, including without limitation, information specified in Item 507 of Regulation S-K under the 1933 Act and the Issuer may exclude from such registration the Shelf Registrable Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request.

In the case of a Shelf Registration Statement, each Holder agrees that, upon receipt of any notice from the Issuer of the happening of any event or the discovery of any facts, each of the kind described in Clause 3(e)(v)-(vii) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to a Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Clause 3(k) hereof, and, if so directed by the Issuer, such Holder will deliver to the Issuer (at its expense) all copies in such Holder’s possession, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Shelf Registrable Securities current at the time of receipt of such notice.

Without prejudice to the obligation in Clause 2.5 to pay additional interest relating to periods when the Shelf Registration Statement is not available, during any 365-day period, the Issuer, upon notice to the Holders of Shelf Registrable Securities covered by the Shelf Registration Statement, may suspend the availability of such Registration Statement for up to two periods of up to 45 consecutive days (except for the consecutive 45-day period immediately prior to the maturity of the Securities), but not more than an aggregate of 60 days during any 365-day period, if the Issuer’s Board of Directors determines in good faith that there is a valid purpose for the suspension.

If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the underwriter or underwriters and manager or managers that will manage such offering will be selected by the Majority Holders of such Registrable Securities included in such offering, provided such selection is acceptable to the Issuer. No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

4.	INDEMNIFICATION; CONTRIBUTION

4.1

The Issuer and the Guarantors agree to indemnify and hold harmless the Dealer Managers, each Holder, each Participating Broker-Dealer, each Person who participates as an underwriter in an offering of Shelf Registrable Securities (any such Person being an Underwriter ), each of their respective directors, officers and affiliates and each Person, if any, who controls any Holder or Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

(a)

against any and all loss, liability, claim, damage and expense, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment or supplement thereto) pursuant to which Exchange Securities or Shelf Registrable Securities were registered under the 1933 Act, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto) or any Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the 1933 Act or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(b)

against any and all loss, liability, claim, damage and expense, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Clause 4.3 below) any such settlement is effected with the written consent of the indemnifying party, which shall not be unreasonably withheld; and

(c)

against any and all expense, as incurred (including the fees and disbursements of counsel chosen by any indemnified party as provided therein), reasonably incurred in investigating or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (a) or (b) above;

provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Issuer by the Holder or Underwriter expressly for use in a Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto) or any Free Writing Prospectus.

The indemnity provided for in this Clause 4 will be in addition to any liability that the Issuer or the Guarantors may otherwise have to the indemnified parties.

4.2

Each Holder severally, but not jointly, agrees to indemnify and hold harmless the Issuer and the Guarantors, the Dealer Managers, each Underwriter and the other selling Holders, and each of their respective directors, officers and affiliates, and each Person, if any, who controls the Issuer, the Dealer Managers, any Underwriter or any other selling Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Clause 4.1 hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Shelf Registration Statement (or any amendment thereto) or any Prospectus included therein (or any

amendment or supplement thereto) or any Free Writing Prospectus in reliance upon and in conformity with written information with respect to such Holder furnished to the Issuer by such Holder expressly for use in the Shelf Registration Statement (or any amendment thereto or any Free Writing Prospectus) or such Prospectus (or any amendment or supplement thereto); provided, however, that no such Holder shall be liable for any claims hereunder in excess of the amount of net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Shelf Registration Statement.

4.3

Promptly after receipt by an indemnified party under this Clause 4 of notice of the commencement of any action for which such indemnified party is entitled to indemnification under this Clause 4, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Clause 4, notify the indemnifying party of the commencement thereof in writing; but the omission to so notify the indemnifying party (a) will not relieve it from any liability under Clause 4.1 or 4.2 above unless and to the extent such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (b) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in Clause 4.1 or 4.2 above. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, or (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after receipt by the indemnifying party of notice of the institution of such action, then, in each such case, the indemnifying party shall not have the right to direct the defense of such action on behalf of such indemnified party or parties and such indemnified party or parties shall have the right to select separate counsel to defend such action on behalf of such indemnified party or parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by such indemnified party of counsel appointed to defend such action, the indemnifying party will not be liable to such indemnified party under this Clause 4 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the immediately preceding sentence (it being understood, however, that in connection with such action the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) in any one action or separate but substantially similar actions in the same jurisdiction arising out of the same general allegations or circumstances, designated by the Dealer Managers, Holders or Underwriters in the case of Clause 4.1 or the Issuer or Guarantors in the case of Clause 4.2, representing the indemnified parties under such clause, who are parties to such action or actions) or (ii) the indemnifying party has authorized in writing the employment of counsel for the indemnified party at the expense of the indemnifying party. All fees and expenses reimbursed pursuant to this Clause 4.3 shall be reimbursed as they are incurred. After such notice from the indemnifying party to such indemnified party, the indemnifying party will not be liable for the costs and expenses of any settlement of such action effected by such indemnified party without the prior written consent of the indemnifying party (which consent shall not be unreasonably withheld), unless such indemnified party waived in writing its rights under this Clause 4, in which case the indemnified party may effect such a settlement without such consent. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement or compromise of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party, or indemnity

could have been sought hereunder by any indemnified party, unless such settlement (A) includes an unconditional written release of the indemnified party, in form and substance reasonably satisfactory to the indemnified party, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified party.

4.4

If the indemnification provided for in this Clause 4 is for any reason unavailable to hold harmless an indemnified party (other than by reason of the first sentence of Clause 4.3) in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, in such proportion as is appropriate to reflect the relative fault of the Issuer on the one hand and the Holders and the Dealer Managers on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

The relative fault of the Issuer on the one hand and the Holders and the Dealer Managers on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Issuer, the Holders or the Dealer Managers and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Issuer, the Holders and the Dealer Managers agree that it would not be just and equitable if contribution pursuant to this Clause 4 were determined by pro rata allocation (even if the Dealer Managers were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Clause 4. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Clause 4 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.

Notwithstanding the provisions of this Clause 4, in no event shall any Dealer Manager be required to contribute any amount in excess of the amount of the total fees received by it under the Dealer Manager Agreement exceeds the amount of any damages which such Dealer Manager has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

For purposes of this Clause 4, each Person, if any, who controls a Dealer Manager or Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each of their respective directors, officers, agents, employees and affiliates shall have the same rights to contribution as such Dealer Manager or Holder, and each Person, if any, who controls the Issuer within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each of the Issuer’s directors, officers, agents, employees and affiliates shall have the same rights to contribution as the Issuer. The Dealer Managers’ respective obligations to contribute pursuant to this Clause 4 are several in proportion to the respective fees paid to such Dealer Managers under the Dealer Manager Agreement.

5.	MISCELLANEOUS

5.1

Rule 144 and Rule 144A

For so long as the Issuer or the Parent Guarantor is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Issuer and the Parent Guarantor covenant that they will use reasonable best efforts to file the reports required to be filed by each of them under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder in a timely manner. If the Issuer or the Parent Guarantor ceases to be so required to file such reports, the Issuer and the Parent Guarantor covenant that they will upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Issuer will deliver to such Holder a written statement as to whether it has complied with such requirements. The Issuer’s obligations under this Clause 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

5.2

No Inconsistent Agreements

The Issuer and the Guarantors have not entered into and the Issuer and the Guarantors will not after the date of this Agreement enter into any agreement which is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not and will not for the term of this Agreement in any way conflict with the rights granted to the holders of the Issuer’s other issued and outstanding securities under any such agreements.

5.3

Amendments and Waivers

The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Issuer has obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or departure.

5.4

Notices

All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, registered first-class mail, telecopier, or any courier guaranteeing overnight delivery (a) if to a Holder, at the most current address given by such Holder to the Issuer by means of a notice given in accordance with the provisions of this Clause 5.4, which address initially is the address set forth in the Dealer Manager Agreement with respect to the Dealer Managers; and (b) if to the Issuer, initially at the Issuer’s address set forth in the Dealer Manager Agreement, and thereafter at such other address of which notice is given in accordance with the provisions of this Clause 5.4.

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; two Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged, if telecopied; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery.

Copies of all such notices, demands, or other communications shall be concurrently delivered by the person giving the same to the Trustee under the Indenture, at the address specified in such Indenture.

5.5

Successor and Assigns

This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Dealer Manager Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities such person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement, including the restrictions on resale set forth in this Agreement and, if applicable, the Dealer Manager Agreement, and such person shall be entitled to receive the benefits hereof.

5.6

Third Party Beneficiaries

Each Holder of Registrable Securities shall be a third party beneficiary to the agreements made hereunder between the Issuer and the Guarantors, on the one hand, and the Dealer Managers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights hereunder. The Dealer Managers (even if the Dealer Managers are not Holders of Registrable Securities) shall be third party beneficiaries to the agreements made hereunder between the Issuer and the Guarantors, on the one hand, and the Holders, on the other hand, and shall have the right to enforce such agreements directly to the extent they deem such enforcement necessary or advisable to protect their rights or the rights of Holders hereunder.

5.7

Specific Enforcement

Without limiting the remedies available to the Dealer Managers and the Holders, the Issuer and the Guarantors acknowledge that any failure by the Issuer and the Guarantors to comply with their obligations under Clauses 2.1 through 2.4 hereof may result in material irreparable injury to the Dealer Managers or the Holders for which there is no adequate remedy at law, that it would not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Dealer Managers or any Holder may obtain such relief as may be required to specifically enforce the Issuer’s and the Guarantors’ obligations under Clauses 2.1 through 2.4 hereof.

5.8

Counterparts

This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

5.9

Headings

The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

5.10

GOVERNING LAW; CONSENT TO JURISDICTION; APPOINTMENT OF AGENT FOR SERVICE OF PROCESS; WAIVER OF JURY TRIAL

(a)

THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY THEREIN, WITHOUT GIVING EFFECT TO ANY PROVISIONS THEREOF RELATING TO CONFLICTS OF LAW.

(b)

Each of the Dealer Managers and the Issuer irrevocably consents and agrees that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or based on this Agreement may be brought in any United States federal or state court in the State of New York, County of New York.

(c)	The Issuer and each of the Dealer Managers hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

(d)	The Issuer, each of the Guarantors and each of the Dealer Managers hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby.

5.11

Severability

In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

5.12

Waiver of rights under Jersey law

Each Guarantor irrevocably and unconditionally waives any right it may have or claim at any time under Jersey law:

(a)

whether by virtue of the droit de discussion or otherwise to require that recourse be had to the assets of any other person before any claim is enforced against the Guarantor under this Agreement in respect of the obligations assumed by the Guarantor under this Agreement; and

(b)

whether by virtue of the droit de division or otherwise to require that any liability under this Agreement be divided or apportioned with any other person or reduced in any manner whatsoever.

5.13

Guarantors

Notwithstanding anything herein to the contrary, to the extent that the registration of the Securities pursuant to an Exchange Offer Registration Statement or a Shelf Registration Statement in accordance with Clause 2.1 or Clause 2.2 of this Agreement would, under the rules, regulations or interpretations of the SEC, require a Guarantor (other than the Parent Guarantor) to include its financial statements in any such Registration Statement or periodic reports filed with or furnished to the SEC, the guarantee of such Guarantor (each, a Guarantee ) shall not be applicable to any Securities so registered on a Registration Statement and shall be terminated in accordance with the Indenture; and, moreover, the relevant Guarantor will be under no obligation to issue such Guarantee with respect to any Exchange Securities. In addition, to the extent it is deemed reasonably necessary

for purposes of meeting the requirements of Rule 3-10 under Regulation S-X under the 1933 Act (or any successor or similar regulation or exemption) in order for financial statements of such Guarantor (other than the Parent Guarantor) not to be required to be included in any Registration Statement or periodic reports filed with or furnished to the SEC, such Guarantor shall be entitled to amend or modify the terms of its Guarantee with respect to the Securities or the Exchange Securities or the limitations applicable to its Guarantee, in any respect in accordance with the terms of the Indenture.

IN WITNESS WHEREOF , the parties have executed this Agreement as of the date first written above.

SIGNATORIES

ANHEUSER-BUSCH INBEV WORLDWIDE INC.

By: /s/ Alan Audi

Name: Alan Audi

Title: Authorized Officer

ANHEUSER-BUSCH INBEV SA/NV

By: /s/ Benoit Loore

Name: Benoit Loore

Title: VP Corporate Governance

Assistant Corporate Secretary

By: /s/ Jan Vandermeersch

Name: Jan Vandermeersch

Title: Global Legal Director Corporate

ANHEUSER-BUSCH COMPANIES, LLC

By: /s/ Alan Audi

Name: Alan Audi

Title: Authorized Officer

ANHEUSER-BUSCH INBEV FINANCE INC.

By: /s/ Alan Audi

Name: Alan Audi

Title: Authorized Officer

BRANDBEV S.À.R.L. a société à responsabilité limitée incorporated and existing under the laws of the Grand Duchy of Luxembourg, with its registered office at Zone Industrielle Breedewues No. 15, L-1259 Senningerberg, Grand Duchy of Luxemburg and registered with the Luxembourg register of commerce and companies under the number B 80.984

By: /s/ Jan Vandermeersch

Name: Jan Vandermeersch

Title: Authorized Officer

BRANDBREW S.A. a société anonyme incorporated and existing under the laws of the Grand Duchy of Luxembourg, with its registered office at Zone Industrielle Breedewues No. 15, L-1259 Senningerberg, Grand Duchy of Luxemburg and registered with the Luxembourg register of commerce and companies under the number B 75.696

By: /s/ O. Chino

Name: O. Chino

Title: Authorized Officer

COBREW NV

By: /s/ Benoit Loore

Name: Benoit Loore

Title: VP Corporate Governance

Assistant Corporate Secretary

By: /s/ O. Chino

Name: O. Chino

Title: Authorized Officer

The foregoing Registration Rights Agreement is hereby confirmed and accepted by the Dealer Managers as of the date first above written.

BARCLAYS CAPITAL INC.

By: /s/ Pamela Au

Name: Pamela Au

Title: Managing Director

DEUTSCHE BANK SECURITIES INC.

By: /s/ John Han

Name: John Han

Title: Director

By: /s/ Rita Ketkar

Name: Rita Ketkar

Title: Managing Director

MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED

By: /s/ David Scott

Name: David Scott

Title: Managing Director

Schedule 1

Subsidiary Guarantors


Name		Jurisdiction of Incorporation
Anheuser-Busch InBev Finance Inc.		Delaware
Anheuser-Busch Companies, LLC		Delaware
Brandbev S.à r.l.		Luxembourg
Brandbrew S.A.		Luxembourg
Cobrew NV		Belgium

Exhibit 5.1

June 30, 2017

Anheuser-Busch InBev Worldwide Inc.

1209 Orange Street,

Wilmington, DE 19801.

Ladies and Gentlemen:

In connection with the registration under the Securities Act of 1933, as amended (the “Act”), of $1,735,171,000 aggregate principal amount of 4.439% Notes due 2048 (the “Debt Securities”) of Anheuser-Busch InBev Worldwide Inc., a Delaware corporation (the “Issuer”), and the related guarantees thereof (the “Guarantees”) by Anheuser-Busch InBev SA/NV, a public limited liability company organized under the laws of Belgium, and Brandbrew S.A., a société anonyme with its registered office in Luxembourg, Brandbev S.à r.l., a société à responsabilité limitée with its registered office in Luxembourg, Cobrew NV, a naamloze vennootschap with its registered office in Belgium, Anheuser-Busch InBev Finance Inc., a Delaware corporation and Anheuser-Busch Companies, LLC, a Delaware limited liability company (together, the “Guarantors”), to be issued in exchange for the Issuer’s outstanding 4.439% Notes due 2048, pursuant to the Base Indenture, dated December 16, 2016, among the Issuer, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee, as

Anheuser-Busch InBev Worldwide Inc.

supplemented (the “ Base Indenture ”), we, as your United States counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.

Upon the basis of such examination, we advise you that, in our opinion, when (i) the Registration Statement on Form F-4 relating to the Debt Securities and the Guarantees (the “Registration Statement”) has become effective under the Act, (ii) the Supplemental Indenture to the Base Indenture relating to the Debt Securities in substantially the form filed as an exhibit to the Registration Statement (together with the Base Indenture, as supplemented, the “Indenture”) has been duly executed and delivered, (iii) the terms of the Debt Securities and the Guarantees and their issuance and exchange have been duly established in conformity with the Indenture as not to violate any applicable result or result in a default or breach of any agreement or instrument binding upon the Issuer or any of the Guarantors and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Issuer and any of the Guarantors, and (iv) the Debt Securities and the Guarantees have been duly executed and, in the case of the Debt Securities, authenticated in accordance with the Indenture and issued and exchanged as contemplated by the Registration Statement, (1) the Debt Securities will constitute valid and legally binding obligations of the Issuer and (2) the Guarantees will constitute valid and legally binding obligations of the respective Guarantors, subject in each case, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

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Anheuser-Busch InBev Worldwide Inc.

The foregoing opinion is limited to the Federal laws of the United States, the laws of the State of New York, the Limited Liability Company Act of the State of Delaware and the General Corporation Law of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction or as of any later date. For purposes of our opinion, we have, with your approval, assumed that (i) Brandbrew S.A. is validly existing as a public limited liability company ( société anonyme ) under the laws of Luxembourg, (ii) Brandbev S.à r.l. is a validly existing société à responsabilité limitée under the laws of Luxembourg, (iii) each of Cobrew NV and Anheuser-Busch InBev SA/NV is a validly existing public limited liability company ( société anonyme /naamloze vennotschap ) under the laws of Belgium, (iv) the Base Indenture has been duly authorized, executed and delivered by each of Brandbrew S.A., Brandbev S.à r.l., Cobrew NV and Anheuser-Busch InBev SA/NV under the laws of its jurisdiction of organization, (v) the Supplemental Indenture will be duly authorized, executed and delivered by each of Brandbrew S.A., Brandbev S.à r.l., Cobrew NV and Anheuser-Busch InBev SA/NV under the laws of its jurisdiction of organization, (vi) the execution and delivery of the Base Indenture has not result in any breach or violation of, or conflict with, any Luxembourg or Belgian statute, rule or regulation, (vii) the execution and delivery of the Supplemental Indenture will not result in any breach or

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Anheuser-Busch InBev Worldwide Inc.

violation of, or conflict with, any Luxembourg or Belgian statute, rule or regulation and (viii) the provisions of the Base Indenture designating the law of the State of New York as the governing law of the Indentures are valid and binding and the provisions of the Supplemental Indenture designating the law of the State of New York as the governing law of the Indentures will be valid and binding on each of Brandbrew S.A., Brandbev S.à r.l., Cobrew NV and Anheuser-Busch InBev SA/NV under the laws of its jurisdiction of organization. We note that, with respect to all matters of Belgian law and Luxembourg law, you are relying upon the opinions of Clifford Chance LLP, which are also filed as exhibits to the Registration Statement.

Also, we have relied as to certain factual matters on information obtained from public officials, officers of the Issuer and the Guarantors and other sources believed by us to be responsible, and we have assumed that the Base Indenture has been and the Supplemental Indenture will duly authorized, executed and delivered by the Trustee thereunder, that the Debt Securities and the Guarantees endorsed thereon will conform to the specimens thereof examined by us and that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us under the heading “Validity of Notes” in the prospectus included in the Registration Statement. In giving such consent, we do

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Anheuser-Busch InBev Worldwide Inc.

not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Sullivan & Cromwell LLP

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Exhibit 5.2

CLIFFORD CHANCE LLP

AVENUE LOUISE 65

BOX 2

1050 BRUSSELS

BELGIUM

TEL +32 2 533 5911

FAX +32 2 533 5959

www.cliffordchance.com

To: Anheuser-Busch InBev Worldwide Inc.

1209 Orange Street

Wilmington

Delaware 19801

United States of America

Our reference: 30-40650509

Direct Dial: +32 2 533 5987

lounia.czupper@cliffordchance.com

30 June 2017

Anheuser-Busch InBev Worldwide Inc. – Form F-4 – Belgian law

We have acted as Belgian legal advisers to Anheuser-Busch InBev SA/NV in connection with the registration of the Notes (as defined below) and the offer to exchange the Old Notes (as defined below) for the Notes (as defined below) by Anheuser-Busch InBev Worldwide Inc. (the “ Issuer ”) under a registration statement (the “ Registration Statement ”) on Form F-4 filed with the U.S. Securities and Exchange Commission on 30 June 2017 in accordance with the US Securities Act of 1933 (the “ Securities Act ”) and the issuance of the Notes (as defined below) by the Issuer, guaranteed by certain affiliates of the Issuer, among which the Belgian Guarantors (as defined below) (the “ Transaction ”).

1.	INTRODUCTION

1.1	Documents

The opinions given in this Opinion Letter relate to the following documents entered into in connection with the Transaction (the “ Documents ”):

1.1.1

a copy of the Registration Statement;

1.1.2

a base indenture dated 16 December 2016, between, amongst others, the Issuer, Anheuser-Busch InBev SA/NV as parent guarantor, Cobrew NV as subsidiary guarantor and The Bank of New York Mellon Trust Company, N.A. as trustee (the “ Base Indenture ”);

CLIFFORD CHANCE LLP IS A LIMITED LIABILITY PARTNERSHIP REGISTERED IN ENGLAND AND WALES UNDER NUMBER OC323571. THE FIRM’S REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS IS AT 10 UPPER BANK STREET, LONDON, E14 5JJ. A LIST OF THE NAMES OF THE MEMBERS AND THEIR PROFESSIONAL QUALIFICATIONS IS OPEN TO INSPECTION AT THIS OFFICE. THE FIRM USES THE WORD “PARTNER” TO REFER TO A MEMBER OF CLIFFORD CHANCE LLP OR AN EMPLOYEE OR CONSULTANT WITH EQUIVALENT STANDING AND QUALIFICATIONS.


		CLIFFORD CHANCE LLP

1.1.3

a form of ninth supplemental indenture to be entered into between, among others, the Issuer, Anheuser-Busch InBev SA/NV as parent guarantor, Cobrew NV as subsidiary guarantor and The Bank of New York Mellon Trust Company, N.A. as trustee (the “ Ninth Supplemental Indenture ”); and

1.1.4

forms of guarantees to be granted by each Belgian Guarantor (as defined below) in respect of the Notes (the “ Guarantees ”).

The Documents listed in paragraphs 1.1.1 to 1.1.4 are referred to as the “ Opinion Documents ”, those listed in paragraphs 1.1.2 to 1.1.4 are referred to as the “ Issue Documents ” and those listed in paragraph 1.1.2 and 1.1.3 are referred to as the “ Indentures ” (and each an “ Indenture ”).

1.2	Defined terms

In this Opinion Letter:

1.2.1

“ Belgian Guarantor ” means each of the companies specified in Schedule 1 ( Belgian Guarantors );

1.2.2

an “ Opinion Document to which it is a party ” or “ Issue Document to which it is a party ” should be read (other than in respect of the Base Indenture), in respect of any Belgian Guarantor and in respect of any Issue Document to which such Belgian Guarantor is intended to become a party, as if such Issue Document was executed by Relevant Authorised Signatories of the Belgian Guarantor intended to be party thereto on the date of this Opinion Letter;

1.2.3

“ Notes ” means the up to USD 1,735,171,000 principal amount of 4.439% notes due 2048 to be issued by the Issuer;

1.2.4

“ Old Notes ” means the USD 1,735,171,000 principal amount of 4.439% notes due 2048 issued by the Issuer on 6 April 2017 and 20 April 2017;

1.2.5

“ Relevant Authorised Signatories ” means, in respect of any Issue Document to be executed by a Belgian Guarantor, any two (acting together) of Mr. Carlos Brito, Ms. Sabine Chalmers, Mr. Felipe Dutra, Mr. John Blood, Mr. Lucas Lira, Mr. Thomas Larson, Mr. Craig Katerberg, Mr. Alan Audi, Mr. Benoit Loore, Ms. Ann Randon, Ms. Christine Delhaye, Mr. Fernando Tennenbaum, Mr. Gabriel Ventura, Ms. Suma Prasad, Mr. Yannick Bomans, Mr. Gert Boulange, Mr. Philip Goris, Mr. Jan Vandermeersch, Mr. Octavio Chino and Ms. Patricia Frizo;

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		CLIFFORD CHANCE LLP

1.2.6

terms defined or given a particular construction in the Opinion Documents have the same meaning in this Opinion Letter unless a contrary indication appears; and

1.2.7

headings in this Opinion Letter are for ease of reference only and shall not affect its interpretation.

1.3	Legal review

For the purpose of issuing this Opinion Letter we have reviewed only the documents and completed only the searches and enquiries referred to in Schedule 2 ( Documents and Enquiries ) to this Opinion Letter. This Opinion Letter is given on Opinion Documents to which the Belgian Guarantors will not yet be a party on the date of this Opinion Letter (other than the Registration Statement and the Base Indenture). All opinions given in this Opinion Letter shall be read as if such Opinion Documents (other than the Registration Statement and the Base Indenture) were executed by Relevant Authorised Signatories on the date hereof.

1.4	Applicable law

This Opinion Letter and the opinions given in it are governed by Belgian law and relate only to Belgian law as applied by the Belgian courts as at today’s date. We express no opinion in this Opinion Letter on the laws of any other jurisdiction.

1.5	Assumptions and reservations

The opinions given in this Opinion Letter are given on the basis of our understanding of the terms of the Opinion Documents and the assumptions set out in Schedule 3 ( Assumptions ) and are subject to the reservations set out in Schedule 4 ( Reservations ) to this Opinion Letter. The opinions given in this Opinion Letter are strictly limited to the matters stated in paragraph 2 ( Opinions ) and do not extend to any other matters.

2.	OPINIONS

We are of the opinion that:

2.1	Corporate existence

2.1.1

Each Belgian Guarantor is a naamloze vennootschap / société anonyme , duly incorporated and validly existing under Belgian law and has the capacity and power to enter into each of the Opinion Documents to which it is a party and to perform its obligations thereunder. Any grounds of nullity or liquidation of any Belgian Guarantor that might exist would operate without retrospective effect.

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		CLIFFORD CHANCE LLP

2.1.2

All corporate action required to authorise the execution by each Belgian Guarantor of each of the Opinion Documents to which it is a party, and the performance by it of its obligations thereunder has been duly taken.

2.2	Due execution

2.2.1

The Registration Statement and the Base Indenture have been duly executed on behalf of Anheuser-Busch InBev SA/NV by Mr. Benoît Loore and Mr. Jan Vandermeersch.

2.2.2

The Registration Statement and the Base Indenture have been duly executed on behalf of Cobrew NV by Mr. Benoît Loore and Mr. Octavio Chino.

2.3	No conflict

The execution and delivery of the Issue Documents to which it is a party by any Belgian Guarantor, and the performance of the obligations of such Belgian Guarantor thereunder do not and will not conflict with:

2.3.1

any present law or regulation having the force of law in Belgium and applicable to such Belgian Guarantor; or

2.3.2

any term of the coordinated statutes of such Belgian Guarantor.

2.4	Legal, valid, binding and enforceable obligations

In any proceedings taken in Belgium for the enforcement of any of the Issue Documents, the obligations expressed to be assumed by each Belgian Guarantor in the Issue Documents to which it is a party would be recognised by the courts of Belgium as its legal, valid and binding obligations and would be enforceable in the courts of Belgium.

2.5	Submission to jurisdiction

The submission to the jurisdiction of any New York State court or United States federal court sitting in the Borough of Manhattan in the City of New York by any Belgian Guarantor in the Indenture is legal, valid and binding and will be recognised and given effect to by the courts of Belgium.

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		CLIFFORD CHANCE LLP

2.6	Enforcement of foreign judgment

A judgment obtained in any New York State court or United States federal court sitting in the Borough of Manhattan in the City of New York in connection with the Indenture would be recognised and enforced by the courts of Belgium without review on the merits subject to the conditions specified in Articles 22 to 25 of the Code of International Private Law, which mainly require that the recognition or enforcement of the foreign judgment should not be a manifest violation of public policy, that the foreign courts must have respected the rights of the defence, that the foreign judgment should be final, and that the assumption of jurisdiction by the foreign court may not have breached certain principles of Belgian law.

2.7	Immunity

In any proceedings taken in Belgium in relation to the Opinion Documents no Belgian Guarantor will be entitled to claim immunity from suit or enforcement.

2.8	Enforcement

Each Issue Document, if submitted in original, is in acceptable legal form to be admissible in evidence and for the enforcement thereof in the courts of Belgium.

3.	LIMITS OF OPINION

We express no opinion as to any liability to tax which may arise or be suffered as a result of or in connection with the Opinion Documents or the Transaction.

4.	ADDRESSEES AND PURPOSE

This Opinion Letter is provided in connection with the Transaction and is addressed to the Issuer. It may not, without our prior written consent, be relied upon for any other purpose or be disclosed to or relied upon by any other person save that it may be disclosed without such consent to:

(a)

any person to whom disclosure is required to be made by applicable law or court order or pursuant to the rules or regulations of any supervisory or regulatory body or in connection with any judicial proceedings; and

(b)

the officers, employees, auditors and professional advisers of any addressee;

on the basis that (i) such disclosure is made solely to enable any such person to be informed that an opinion has been given and to be made aware of its terms but not for the purposes of reliance, (ii) we do not assume any duty or liability to any person to

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		CLIFFORD CHANCE LLP

whom such disclosure is made, and (iii) such person agrees not to further disclose this Opinion Letter or its contents to any other person, other than as permitted above, without our prior written consent.

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

Yours faithfully,

/s/ CLIFFORD CHANCE

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		CLIFFORD CHANCE LLP

SCHEDULE 1

BELGIAN GUARANTORS

ANHEUSER-BUSCH INBEV SA/NV , with its registered office at Grote Markt 1 Grand Place, 1000 Brussels, enterprise number 417,497,106, RPM/RPR Brussels.

COBREW NV , with its registered office at Brouwerijplein 1, 3000 Leuven, enterprise number 428,975,372, RPM/RPR Leuven.

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		CLIFFORD CHANCE LLP

SCHEDULE 2

DOCUMENTS AND ENQUIRIES

1.	DOCUMENTS

We have reviewed only the following documents for the purposes of this Opinion Letter.

(a)

The Opinion Documents in the forms set out below:

(i)

a copy of the executed Registration Statement;

(ii)

a copy of the executed Base Indenture;

(iii)

a copy of the form of the Ninth Supplemental Indenture, as attached to the Registration Statement; and

(iv)

a form of each Guarantee, as attached to the Registration Statement;

(b)

a copy of the publication by way of extracts in the Annexes au Moniteur belge / Bijlagen tot het Belgisch Staatsblad dated 8 March 2016 of the deed of incorporation of Anheuser-Busch InBev SA/NV;

(c)

a copy of the coordinated statutes of:

(i)

of Anheuser-Busch InBev SA/NV as at 26 April 2017; and

(ii)

as at 30 September 2013 in respect of Cobrew NV;

(d)

a copy of a unanimous written resolutions of the board of directors of Anheuser-Busch InBev SA/NV dated 10 November 2016;

(e)

a copy of an extract of the minutes of a meeting of the board of directors of Anheuser-Busch InBev SA/NV dated 16 March 2017; and

(f)

a copy of the minutes of a meeting of the board of directors of Cobrew NV dated 10 November 2016 and 16 March 2017.

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		CLIFFORD CHANCE LLP

2.	SEARCHES AND ENQUIRIES

We have undertaken only the following searches and enquiries in Belgium for the purposes of this Opinion Letter.

(a)

An online search of the Annexes au Moniteur belge / Bijlagen tot het Belgisch Staatsblad was conducted in respect of each Belgian Guarantor on 30 June 2017. The website was current up to 30 June 2017.

(b)

An online search of the Moniteur belge / Belgisch Staatsblad was conducted in respect of each Belgian Guarantor on 30 June 2017. The website was current up to issue No. 169 dated 30 June 2017.

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		CLIFFORD CHANCE LLP

SCHEDULE 3

ASSUMPTIONS

The opinions in this Opinion Letter have been made on the following assumptions.

1.	ORIGINAL AND GENUINE DOCUMENTATION

(a)

All signatures are genuine, all original documents are authentic and all copy documents supplied to us as photocopies or in portable document format (PDF) or other electronic form are genuine, accurate, complete and conform to the originals.

(b)

Any document identified in Schedule 2 ( Documents and Enquiries ) as a draft will be duly executed by all parties to it in the form examined by us.

2.	OBLIGATIONS OF THE PARTIES OTHER THAN THE BELGIAN GUARANTOR S

(a)

Each party to the Opinion Documents other than any Belgian Guarantor (the “ Other Parties ”) has the capacity, power and authority to enter into and to exercise its rights and to perform its obligations under the Opinion Documents to which it is a party.

(b)

Each Other Party has duly authorised and executed the Opinion Documents to which it is a party (or, in respect of the Ninth Supplemental Indenture and the Guarantees, will have duly authorised and executed such Issue Documents when signed).

3.	DOCUMENTS NOT GOVERNED BY BELGIAN LAW

The obligations expressed to be assumed by the parties to the Opinion Documents constitute their legal, valid, binding and enforceable obligations under New York law.

4.	CORPORATE AUTHORITY OF THE BELGIAN GUARANTOR S

(a)

The resolutions of the board of directors of the relevant Belgian Guarantor set out in the extract of the minutes or the minutes referred to in Schedule 2 ( Documents and Enquiries ) were duly passed at a properly convened meeting of duly appointed directors of the relevant Belgian Guarantor, have not been amended or rescinded and are in full force and effect; the directors who attended and voted at the said meeting have complied with all applicable

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		CLIFFORD CHANCE LLP

provisions of article 523 of the Company Code dealing with conflicts of interests of directors.

(b)

The written resolutions of the board of directors of Anheuser-Busch InBev SA/NV referred to in Schedule 2 ( Documents and Enquiries ) were approved by all directors of Anheuser-Busch InBev SA/NV, have not been amended or rescinded and are in full force and effect; the choice of using a written resolution rather than an actual meeting was duly justified by the urgency of the matter and was in the interest of Anheuser-Busch InBev SA/NV; the directors have complied with all applicable provisions of article 523 of the Company Code dealing with conflicts of interests of directors.

(c)

No Belgian Guarantor has resolved to enter into liquidation, filed an application for bankruptcy, filed an application for or been subject to proceedings for judicial reorganisation, or been adjudicated bankrupt or annulled as a legal entity (our searches referred to in Schedule 2 ( Documents and Enquiries ) did not reveal anything to the contrary).

(d)

The principal establishment of each Belgian Guarantor is, and at all relevant times has been and will remain, located in Belgium.

(e)

The board of directors of each Belgian Guarantor has satisfied itself that the entry by such Belgian Guarantor into the Opinion Documents to which it is a party would be of benefit to it and that the burdens resulting therefrom would not be disproportionate to those benefits, and the conclusions of the board in this respect are not unreasonable.

(f)

The entry by any Belgian Guarantor into any of the Opinion Documents to which it is a party is not an abnormal transaction entered into by it in the knowledge that so doing would prejudice its creditors.

5.	SEARCHES AND ENQUIRIES

There have been no amendments to the statutes of any Belgian Guarantor since the coordinated statutes referred to in Schedule 2 ( Documents and Enquiries ) (our searches referred to in that Schedule did not reveal anything to the contrary).

6.	OTHER DOCUMENTS

Save for those listed in Schedule 2 ( Documents and Enquiries ), there is no other agreement, instrument or other arrangement between any of the parties to any of the Opinion Documents which modifies or supersedes any of the Opinion Documents.

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		CLIFFORD CHANCE LLP

7.	OTHER LAWS

All acts, conditions or things required to be fulfilled, performed or effected in connection with the Opinion Documents under the laws of any jurisdiction other than Belgium have been duly fulfilled, performed and effected.

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		CLIFFORD CHANCE LLP

SCHEDULE 4

RESERVATIONS

The opinions in this Opinion Letter are subject to the following reservations.

1.	LIMITATIONS ARISING FROM INSOLVENCY LAW

The enforceability of the Opinion Documents is subject to the provisions of any applicable bankruptcy, insolvency, liquidation or other laws relating to or affecting the enforcement of creditors’ rights generally including statutes of limitation; in particular it is to be noted that:

(a)

any provision in the Opinion Documents providing for an event of default, an acceleration or another early termination of the Opinion Documents by reason of a party being subject to proceedings for a judicial reorganisation may not be enforceable;

(b)

if any Belgian Guarantor is declared bankrupt and if the date of the Guarantee to which it is a party is within the pre-bankruptcy suspect period (the so-called “suspect period” may have a duration of up to six months before the declaration of bankruptcy, or more if the bankrupt entity was already in liquidation, whether formally or as a matter of fact, or in judicial reorganisation before its bankruptcy), then there is a risk that its obligations as a Guarantor may be set aside on the grounds that they were assumed without adequate consideration;

(c)

the restrictions on the enforcement of its rights against other Guarantors and the Issuer imposed on any Belgian Guarantor pursuant to the Guarantees may cease to be effective upon the bankruptcy of such Belgian Guarantor;

(d)

any power of attorney or other mandate would lapse on the bankruptcy of the party that granted it, and may lapse on an application for judicial reorganisation;

(e)

penalties and liquidated damages may not be enforceable in a judicial reorganisation;

(f)

termination clauses may be subject to a mandatory 15 day grace period in a judicial reorganisation; and

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		CLIFFORD CHANCE LLP

(g)

a party subject to judicial reorganisation may in certain circumstances opt not to perform current contracts, without prejudice however to damages resulting from that non performance.

2.	ENFORCEABILITY OF CLAIMS

(a)

No opinion is given on any issue which may arise out of, or relate to, the giving of financial assistance pursuant to the Belgian Company Code, nor the consequences thereof on the enforceability of any Guarantee.

(b)

Periods of grace for the performance of its obligations may be granted by the courts to a debtor who has acted in good faith.

(c)

We offer no opinion as to the enforceability of any clause in any Indenture, any Guarantee, any Notes or any Securities that may cause a liability to arise, or a debt becoming due, upon the occurrence of a change of control, to the extent that such provision relates to a change of control over any Belgian Guarantor, until such time as that provision will have been approved by a general meeting (or a unanimous written resolution) of the shareholders of the relevant Belgian Guarantor and a copy of the approval resolutions will have been duly filed with the clerk of the commercial court of Brussels, in respect of Anheuser-Busch InBev SA/NV, or Leuven, in respect of Cobrew NV, in each case in accordance with Article 556 of the Company Code.

3.	JURISDICTION

(a)

The courts of Belgium may refuse to give effect to the choice of jurisdiction referred to in paragraph 2.5 ( Submission to jurisdiction ) of this Opinion Letter if they expect that a foreign judgment rendered pursuant thereto will not be capable of recognition or enforcement in Belgium (as to which please refer to paragraph 2.6 ( Enforcement of foreign judgment ) of this Opinion Letter).

(b)

The courts of Belgium may accept jurisdiction despite the choice of jurisdiction referred to in paragraph 2.5 ( Submission to jurisdiction ) of this Opinion Letter if they are already seised with a closely connected matter, or if the dispute is closely connected with Belgium and litigation abroad appears impossible or unreasonable.

4.	INDEMNITIES

(a)

Provisions for the recovery of legal fees incurred by a party may not be enforceable beyond a maximum amount set by royal decree.

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		CLIFFORD CHANCE LLP

(b)

Indemnification provisions in respect of fines or other criminal or administrative penalties may not be enforceable.

5.	MISCELLANEOUS MATTERS

(a)

The opinions expressed in this Opinion Letter are subject to the effects of any United Nations, European Union or Belgian sanctions or other similar measures implemented or effective in Belgium with respect to any party to the Opinion Documents which is, or is controlled by or otherwise connected with, a person resident in, incorporated in or constituted under the laws of, or carrying on business in, a country to which any such sanctions or other similar measures apply, or is otherwise the target of any such sanctions or other similar measures.

(b)

The provisions of the Guarantees whereby any Belgian Guarantor agrees to subordinate certain intra-group claims, and in certain circumstances to refrain from exercising subrogation rights, taking enforcement steps or demanding payment in respect of these intra-group claims will be recognised as constituting legal, valid and binding obligations as between the parties. There are doubts, however, as to whether these provisions will be effective against a liquidator in the insolvency of such Belgian Guarantor or against other third-party creditors of such Belgian Guarantor.

(c)

Enforcement action by a party established in Belgium may not be admissible before the courts if that party is not properly registered with the trade registry ( Banque-Carrefour des entreprises / Kruispuntbank van Ondernemingen ).

(d)

The delivery of securities in bearer form will not be allowed in Belgium.

(e)

The Notes may not be distributed in Belgium by way of an offer of securities to the public.

(f)

The courts may demand that documents submitted in evidence be translated into the language of the proceedings ( ie French or Dutch).

(g)

Article 524 of the Company Code provides that certain transactions entered into by listed companies or subsidiaries of listed companies must be approved by way of a special approval process at the level of the listed company; according to a literal interpretation of said article 524, Anheuser-Busch InBev SA/NV would need to follow this special approval process as a result of the entry to the Opinion Documents by certain of its Subsidiaries; we believe such literal interpretation to be incorrect and consequently that Anheuser-Busch InBev SA/NV has (subject to the assumptions and qualifications set out in this Opinion Letter) duly approved the Opinion Documents to which it is a party.

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Exhibit 5.3

CLIFFORD CHANCE

SOCIETE EN COMMANDITE SIMPLE,

INSCRITE AU BARREAU DE LUXEMBOURG

10 BOULEVARD G.D. CHARLOTTE

B.P. 1147

L-1011 LUXEMBOURG

GRAND-DUCHÉ DE LUXEMBOURG

TEL +352 48 50 50 1

FAX +352 48 13 85

www.cliffordchance.com

OPINION

CLIFFORD CHANCE OPINION LETTER

(LUXEMBOURG LAW)

NEW F-4 REGISTRATION FOR THE USD 1,735,171,000 4.439% EXCHANGE NOTES DUE 2048 – TO BE ISSUED BY ANHEUSER-BUSCH INBEV WORLDWIDE INC. – FILING OF REGISTRATION STATEMENT

CONTENTS


Clause	Page
1. Introduction		1

2. Opinions		3

3. No Insolvency Proceedings		3

4. Scope of Opinion		4

5. Addressee And Purpose		5

Schedule 1 Definitions		6

Schedule 2 Luxembourg Obligors		8

Schedule 3 Documents		9

Schedule 4 Assumptions		12

Schedule 5 Reservations		17

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Our reference: 70-40581927/MM/ZDI

Marc.Mehlen@cliffordchance.com

30 June 2017

To:	Anheuser-Busch InBev Worldwide Inc. (the “Company”) , as issuer under the Base Indenture (as defined below)

together the “ Addressee ”

Dear Sirs

New F-4 registration for up to USD 1,735,171,000 4.439% notes due 2048 (the “New Notes”), to be issued by the Company (the “Registration”)

We have acted as Luxembourg legal advisers of Anheuser-Busch InBev SA/NV (formerly Anheuser-Busch InBev NV/SA) (“ ABI ”) and the Luxembourg Obligors in connection with the Registration (the “ Transaction ”).

1.	INTRODUCTION

1.1	Transaction Documents

The opinions given in this opinion letter (the “ Opinion Letter ”) relate to the following documents entered into in connection with the Transaction (the “ Transaction Documents ”):

1.1.1

A New York law governed base indenture dated 16 December 2016, between, amongst others, the Company as issuer, ABI as parent guarantor, each Luxembourg Obligor as subsidiary guarantor and The Bank of New York Mellon Trust Company, N.A. as trustee (the “ Trustee ”), (the “ Base Indenture ”).

1.1.2

A New York law governed ninth supplemental indenture to be entered into between, among others, the Company as issuer, ABI as parent guarantor, each Luxembourg Obligor as subsidiary guarantor and the Trustee, with respect to the New Notes, in relation to the Base Indenture (the “ Supplemental Indenture ”).

1.1.3

The New York law governed guarantees relating to, and to be endorsed to the New Notes and to be entered into between among others, each Luxembourg Obligor as subsidiary guarantor and ABI as parent guarantor (the “ Guarantees ”).

1.1.4

The form F-4 registration statement dated 30 June 2017, including the base prospectus, filed with the U.S. Securities and Exchange Commission (the “ Registration Statement ”).

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1.2	Defined terms and Interpretation

Terms defined in the Transaction Documents shall have the same meaning in this Opinion Letter, unless otherwise defined herein (and in particular in paragraph 1.1 ( Transaction Documents ) and in Schedule 1 ( Definitions )). Headings in this Opinion Letter are for ease of reference only and shall not affect its interpretation.

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

1.3	Legal review

We have not reviewed any documents other than the Transaction Documents and the Corporate Documents, and this Opinion Letter does not purport to address any legal issues that arise in relation to such other documents that may be or come into force between the Parties, even if there is a reference to any such documents in the Transaction Documents or the Corporate Documents or on the impact such documents may have on the opinions expressed in this Opinion Letter.

This Opinion Letter is given on Form Documents to which the Luxembourg Obligors will not be a party on the date of this Opinion Letter. All opinions given in this Opinion Letter shall be read as if the Luxembourg Obligors were a party to such Form Documents on the date hereof.

1.4	Applicable law

The opinions given in this Opinion Letter are confined to and given on the basis of Luxembourg law as currently applied by the Luxembourg courts as evidenced in published case-law. We have made no independent investigation of any other laws for the purpose of this Opinion Letter and do not express or imply any opinion in relation to any such laws. In particular, as Luxembourg qualified lawyers we are not qualified nor in a position to assess the meaning and consequences of the terms of the Transaction Documents under the relevant foreign governing or applicable law and we have made no investigation into such laws as a basis for the opinions expressed hereafter and do not express or imply any opinion thereon, including in relation to any implied terms, statutory provisions referred to therein or any other consequences arising from the entry into or performance under the Transaction Documents under such laws. Accordingly, our review of the Transaction Documents has been limited to the terms of such documents as they appear on the face thereof without reference to their respective governing laws or any other applicable law (other than Luxembourg law).

The opinions given in this Opinion Letter are given on the basis that it is governed by and construed in accordance with the laws of Luxembourg and will be subject to the jurisdiction of the courts of Luxembourg.

1.5	Assumptions and Reservations

The opinions given in this Opinion Letter are given on the assumptions set out in Schedule 4 ( Assumptions ) and are subject to the reservations set out in Schedule 5 ( Reservations ). The opinions given in this Opinion Letter are strictly limited to the matters stated in paragraph 2 ( Opinions ) and do not extend to any other matters.

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2.	OPINIONS

We are of the opinion that:

2.1	Corporate existence

Brandbev is a company incorporated and existing in Luxembourg as a société à responsabilité limitée . Brandbrew is a company incorporated and existing in Luxembourg as a société anonyme .

2.2	Capacity and Authorisation

2.2.1

Each Luxembourg Obligor has the capacity and power to enter into each of the Transaction Documents to which it is a party and to exercise its rights and to perform its obligations under those Transaction Documents.

2.2.2

All necessary corporate action has been taken to enable the Luxembourg Obligors validly to enter into and to perform their obligations (if any) under the Base Indenture and the Registration Statement.

2.3	Due execution

Each of the Luxembourg Obligors has duly executed the Base Indenture and the Registration Statement.

2.4	Legal, valid, binding and enforceable obligations

The obligations expressed to be assumed by the Luxembourg Obligors in the Transaction Documents to which they will become a party would, if analysed by a Luxembourg court in proceedings commenced in Luxembourg and once the Transaction Documents are entered into by the Luxembourg Obligors, be recognised by a Luxembourg court as their legal, valid and binding obligations, enforceable in accordance with their terms.

2.5	Immunity

In any proceedings taken in Luxembourg in relation to the Transaction Documents, the Luxembourg Obligors will not be entitled to claim general immunity from suit, execution, attachment or other legal process.

3.	NO INSOLVENCY PROCEEDINGS

According to the Negative Certificates, no Judicial Decision opening Judicial Proceedings against any of the Luxembourg Obligors has been registered with the RCS on the date stated therein. The Negative Certificates do not indicate whether a Judicial Decision has been taken or a Judicial Proceeding has been opened. The registration of a Judicial Decision must be requested by the legally determined persons at the latest one month after the Judicial Decision has been rendered. As a consequence a delay exists between the moment where the event rendering the registration with the RCS necessary occurs and the actual registration of the

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Judicial Decision in the RCS. It may furthermore not be excluded that no registration has occurred during the legally prescribed period of one month if no request for registration has been made. As a consequence the Negative Certificates are not conclusive as to the opening and existence or not of Judicial Decisions or Judicial Proceedings and should not be relied upon as such. The Negative Certificates do, for the avoidance of doubt, not purport to indicate whether or not a petition or order for any of the Judicial Proceedings has been presented or made.

4.	SCOPE OF OPINION

We have not been responsible for advising any party to the Transaction other than ABI and the Luxembourg Obligors and the delivery of this Opinion Letter to any person other than ABI and the Luxembourg Obligors does not evidence an existence of any such advisory duty on our behalf to such person.

We express no opinion as to any taxation matters or transfer pricing matters generally or liability to tax which may arise or be suffered as a result of or in connection with the Transaction Documents or the Transaction or on the impact which any tax laws may have on the opinions expressed in this Opinion Letter.

No opinion (except to the extent expressly opined upon herein) is expressed or implied in relation to the accuracy of any representation or warranty given by or concerning any of the parties to the Transaction Documents or whether such parties or any of them have complied with or will comply with any covenant or undertaking given by them or any obligations binding upon them. No opinion is expressed or implied in this Opinion Letter in relation to any of the Notes or their respective issuances.

Except in as far as the entry by the Luxembourg Obligors into and the performance by the Luxembourg Obligors of their obligations under the Transaction Documents is concerned, we express no opinion on any applicable licensing or similar requirements.

We express no opinion on the applicability of the Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories or any delegated or implementing regulations (together the “ EMIR Regulations ”) or of Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012 or implementing regulations (together the “ CSD Regulations ”) or of Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse and amending Regulation (EU) No 648/2012 or implementing regulations (“ SFTR Regulations ”) or any obligations arising for the parties pursuant to each of the EMIR Regulations, the CSD Regulations and the SFTR Regulations. This Opinion Letter does not contain any undertaking to update it or to inform the Addressee of any changes in the laws of Luxembourg or any other laws which would affect the content thereof in any manner.

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5.	ADDRESSEE AND PURPOSE

This Opinion Letter is provided in connection with the Transaction, is addressed to the Addressee and is solely for the benefit of the Addressee. It may not, without our prior written consent, be relied upon for any other purpose or be disclosed to or relied upon by any other person save that it may be disclosed without such consent to any person to whom disclosure is required to be made by applicable law or court order or pursuant to the rules or regulations of any supervisory or regulatory body or in connection with any judicial proceedings, on the basis that (i) such disclosure is made solely to enable any such person to be informed that an opinion has been given and to be made aware of its terms but not for the purposes of reliance, and (ii) we do not assume any duty or liability to any person to whom such disclosure is made and in preparing this opinion we only had regard to the interests of our client(s). We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the U.S. Securities and Exchange Commission thereunder.

Yours faithfully,

/s/ CLIFFORD CHANCE

Marc Mehlen ^*

Avocat à la Cour

^*	The undersigned is acting as manager of Clifford Chance GP, the general partner of Clifford Chance.

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SCHEDULE 1

DEFINITIONS

“ Authorised Signatories ” means collectively, in respect of each Luxembourg Obligor, the Authorised Signatories I and the Authorised Signatories II.

“ Board Resolutions ” means, in respect of each Luxembourg Obligor, the board resolutions listed under the headings Board Resolutions in paragraph 2 of Schedule 3 ( Documents ).

“ Constitutional Documents ” means, in respect of each Luxembourg Obligor, the constitutional documents listed under the headings Constitutional Documents in paragraph 2 of Schedule 3 ( Documents ).

“ Corporate Documents ” means the documents listed in paragraph 2 of Schedule 3 ( Documents ).

“ Directive 2006/43/EC ” means Directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006 on statutory audits of annual accounts and consolidated accounts, as amended.

“ Excerpts ” means all of the excerpts listed under the headings Excerpt in paragraph 2 of Schedule 3 ( Documents ).

“ Form Documents ” means collectively the Guarantees and the Supplemental Indenture.

“ Judicial Decision ” means any judicial decision opening Judicial Proceedings.

“ Judicial Proceedings ” means one of the judicial proceedings referred to in article 13, items 2 to 11 of the RCS Law, including in particular, bankruptcy ( faillite ), controlled management ( gestion contrôlée ), suspension of payments ( sursis de paiement ), arrangement with creditors ( concordat préventif de la faillite ) and judicial liquidation ( liquidation judiciaire ) proceedings.

“ Law on Commercial Companies ” means the Luxembourg law dated 10 August 1915 on commercial companies, as amended.

“ Luxembourg ” means the Grand Duchy of Luxembourg.

“ Luxembourg Obligors ” means each of the companies specified in Schedule 2 ( Luxembourg Obligors ) .

“ Negative Certificates ” means all of the negative certificates listed under the headings Negative Certificate in paragraph 2 of Schedule 3 ( Documents ).

“ Notes ” means any and all notes and securities issued from time to time by the Issuer under and pursuant to the Base Indenture and/or the Supplemental Indenture.

“ Parties ” means all of the parties to the Transaction Documents.

“ RCS ” means the Luxembourg register of commerce and companies.

“ RCS Law ” means the Luxembourg law dated 19 December 2002 relating to the register of commerce and companies as well as the accounting and the annual accounts of companies, as amended.

“ Regulation 1346/2000 ” means Council Regulation (EC) No 1346/2000 of 29 May 2000 on insolvency proceedings, as amended.

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“ Regulation 44/2001 ” means Council Regulation (EC) No 44/2001 of 22 December 2000 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters.

“ Regulation 1215/2012 ” means Regulation (EU) No 1215/2012 of the European Parliament and of the Council of 12 December 2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (recast).

“ Regulation 537/2014 ” means Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities.

“ RESA ” means the central electronic platform of official publication for companies and associations ( Recueil électronique des sociétés et associations ).

“ Rome I Regulation ” means Council Regulation (EC) No 593/2008 of 17 June 2008 on the law applicable to contractual obligations.

“ Rome II Regulation ” means Council Regulation (EC) No 864/2007 of 11 July 2007 on the law applicable to non-contractual obligations.

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SCHEDULE 2

LUXEMBOURG OBLIGORS

Brandbev S.à r.l. , a société à responsabilité limitée , having its registered office at Zone Industrielle Breedewues No. 15, L-1259 Senningerberg, Luxembourg, registered with the RCS under number B 80.984 (“ Brandbev ”).

Brandbrew S.A. , a société anonyme having its registered office at Zone Industrielle Breedewues No. 15, L-1259 Senningerberg, Luxembourg, registered with the RCS under number B 75.696 (“ Brandbrew ”).

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SCHEDULE 3

DOCUMENTS

We have reviewed only the following documents for the purposes of this Opinion Letter.

1.	TRANSACTION DOCUMENTS

(a)

Executed copies of the Base Indenture and the Registration Statement.

(b)

Copies of the latest forms of each of the Form Documents.

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2.	CORPORATE DOCUMENTS

2.1	Relating to Brandbev:

(a)

Constitutional Documents

A copy of its articles of association dated 30 March 2016.

(b)

Board Resolutions

A copy of the written resolutions of its board of managers dated 9 November 2016 and approving, inter alia , the entry by Brandbev into, amongst others, the Base Indenture and authorising (i) any manager of Brandbev appointed from time to time, including, Gert Bert Maria Magis, Yannick Bomans, Yann Callou and (ii) each of Grisolia Chino Octavio, Carlos Brito, Sabine Chalmers, John Blood, Lucas Lira, Thomas Larson, Craig Katerberg, Augusto Lima, Benoit Loore, Ann Randon, Gabriel Ventura, Christine Delhaye, Patricia Frizio, Gert Boulangé, Philip Goris, Fernando Tennenbaum, Suma Prasad and Jan Vandermeersch, each acting individually and with full power of substitution (collectively the “ Authorised Signatories I ”) to execute, inter alia , the Base Indenture on its behalf.

A copy of the written resolutions of its board of managers dated 15 March 2017 and approving, inter alia , the entry by Brandbev into the Transaction Documents (other than the Base Indenture) and authorising (i) any manager of Brandbev appointed from time to time, including, Gert Bert Maria Magis, Yannick Bomans, Yann Callou and (ii) each of Grisolia Chino Octavio, Carlos Brito, Sabine Chalmers, John Blood, Lucas Lira, Thomas Larson, Craig Katerberg, Augusto Lima, Benoit Loore, Ann Randon, Gabriel Ventura, Christine Delhaye, Patricia Frizio, Gert Boulangé, Philip Goris, Fernando Tennenbaum, Suma Prasad and Jan Vandermeersch, each acting individually and with full power of substitution (collectively the “ Authorised Signatories II ”) to execute, inter alia , the Form Documents and the Registration Statement on its behalf.

(c)

Excerpt

An excerpt from the RCS dated 30 June 2017.

(d)

Negative Certificate

A certificate from the RCS dated 30 June 2017 stating that as of 29 June 2017, no Judicial Decision has been registered with the RCS by application of article 13, items 2 to 12 and article 14 of the RCS Law, according to which Brandbev would be subject to Judicial Proceedings.

2.2	Relating to Brandbrew:

(a)

Constitutional Documents

A copy of its coordinated articles of association dated 9 December 2016.

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(b)

Board Resolutions

A copy of the written resolutions of its board of directors dated 10 November 2016 and approving, inter alia , the entry by Brandbrew into, amongst others, the Base Indenture and authorising (i) any director of Brandbrew appointed from time to time, including, Gert Bert Maria Magis, Octavio Chino, Yann Callou, Yannick Bomans and (ii) each of Carlos Brito, Sabine Chalmers, John Blood, Lucas Lira, Thomas Larson, Craig Katerberg, Augusto Lima, Benoit Loore, Ann Randon, Gabriel Ventura, Christine Delhaye, Patricia Frizio, Gert Boulangé, Philip Goris, Fernando Tennenbaum, Suma Prasad and Jan Vandermeersch, each acting individually and with full power of substitution (collectively the “ Authorised Signatories I ”) to execute, inter alia , the Base Indenture on its behalf.

A copy of the written resolutions of its board of directors dated 15 March 2017 and approving, inter alia , the entry by Brandbrew into the Transaction Documents (other than the Base Indenture) and authorising (i) any director of Brandbrew appointed from time to time, including, Gert Bert Maria Magis, Octavio Chino, Yann Callou, Yannick Bomans and (ii) each of Carlos Brito, Sabine Chalmers, John Blood, Lucas Lira, Thomas Larson, Craig Katerberg, Augusto Lima, Benoit Loore, Ann Randon, Gabriel Ventura, Christine Delhaye, Patricia Frizio, Gert Boulangé, Philip Goris, Fernando Tennenbaum, Suma Prasad and Jan Vandermeersch, each acting individually and with full power of substitution (collectively the “ Authorised Signatories II ”) to execute, inter alia , the Form Documents and the Registration Statement on its behalf.

(c)

Excerpt

An excerpt from the RCS dated 30 June 2017.

(d)

Negative Certificate

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SCHEDULE 4

ASSUMPTIONS

The opinions expressed in this Opinion Letter have been made on the following assumptions which are made both on the date of this Opinion Letter and on the date where the Transaction Documents have been or will be (as the case may be) entered into and for any time period in between such dates.

1.	ORIGINAL AND GENUINE DOCUMENTATION

(a)

All signatures and seals are genuine, all original documents are authentic and all copy documents are complete and conform to the originals.

(b)

The legal capacity of all managers, directors and any other authorised signatories.

(c)

The persons purported to have signed have in fact signed.

(d)

The Base Indenture has in fact been signed on behalf of each of the Luxembourg Obligors respectively by one of its respective Authorised Signatories I.

(e)

The Registration Statement has in fact been signed on behalf of each of the Luxembourg Obligors respectively by one of its respective Authorised Signatories II.

(f)

The Form Documents will in fact be signed on behalf of each of the Luxembourg Obligors by one of its respective Authorised Signatories II.

(g)

Each of the Base Indenture and the Registration Statement listed in Schedule 3 ( Documents ) has been executed on the date specified in that document by all parties to it.

(h)

Each of the Base Indenture and the Registration Statement has been executed in the form reviewed by us.

(i)

The Form Documents will be executed by the Luxembourg Obligors in the form reviewed by us.

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2.	FOREIGN LAWS

(a)

All obligations under the Transaction Documents, once entered into by the Parties thereto, will be valid, legally binding upon, validly perfected where required, and enforceable against, the Parties as a matter of all relevant laws (other than, but only to the extent opined upon herein, the laws of Luxembourg), most notably the expressed governing law, and the choice of such governing law is and will be, once the Transaction Documents are entered into by the Parties thereto, valid and enforceable as a matter of that governing law and all other laws (including Luxembourg law), and there is, and will be, no provision of the laws of any relevant jurisdiction (other than, but only to the extent opined upon herein, Luxembourg) that would have a bearing on the foregoing.

(a)

The provisions relating to choice of jurisdiction contained in the Base Indenture and the Supplemental Indenture are and will be part of the Guarantees as a matter of New York law.

(b)

The choice of law and choice of jurisdiction provisions of any underwriting agreement (if any) are and will be part of the relevant pricing agreement (if any) as a matter of New York law.

(c)

As a matter of New York law, the jurisdiction clause set forth in Section 114 of Base Indenture, and which is and will be also applicable to the Supplemental Indenture and as a governing term of the Guarantees is and will be non-exclusive for all parties thereto.

(d)

Any choice of jurisdiction, other than a choice of the courts of Luxembourg, is and will be legal, valid, binding and enforceable as a matter of the law governing the relevant clause, the laws of the jurisdiction of the designated courts and all other relevant laws (including Luxembourg law).

(e)

All acts, conditions or things required to be fulfilled, performed or effected in connection with the Transaction Documents under the laws of any jurisdiction (other than, but only to the extent opined upon herein, Luxembourg) have been or will be (as the case may be) duly fulfilled, performed and effected.

(f)

There are, and there will be, no provisions of the laws of any jurisdiction (other than, but only to the extent opined upon herein, Luxembourg) that would adversely affect the opinions expressed in this Opinion Letter.

NOTES

(a)

The Notes are not and will not be the subject of a public offering in any jurisdiction, and in particular, in Luxembourg, for the purposes of (i) the Luxembourg law dated 10 July 2005 on prospectus for securities, as amended from time to time (the “ Prospectus Law ”) and implementing Directive 2003/71/EC of the European Parliament and of the Council of November 4, 2003 on the prospectus to be published when securities are offered to the public or admitted to trading, as amended from time

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to time (the “ Prospectus Directive ”) or (ii) the Prospectus Directive, and that no form of invitation, offer, application, advertisement or other material relating to the Notes is or will be distributed or published in Luxembourg or in any other jurisdiction.

(b)

The Notes are not and will not be listed and/or admitted to trading on a regulated market within the meaning of the Prospectus Law and/or the Prospectus Directive, and the Notes are not and will not be listed or admitted to trading on any other market or trading venue in Luxembourg or in any other jurisdiction.

(c)

The Trustee, the Dealer Managers and the holders of the Notes (or their respective representatives, as the case may be) are not and will not be incorporated or established in Luxembourg.

4.	SECURITY

No security interest is, or will be (as the case may be), created or purported to be created under the Transaction Documents, once such Transaction Documents are entered into by the Parties thereto.

5.	CORPORATE MATTERS

(a)

Each Party (other than the Luxembourg Obligors, but only to the extent opined upon herein) is and will remain duly incorporated or organised and validly existing.

(b)

Each Other Party has validly entered into the Base Indenture and the Registration Statement to which it is a party.

(c)

The Parties (other than the Luxembourg Obligors, but only to the extent opined upon herein) have and will have the corporate power and authority to enter into, deliver (where applicable) and perform their obligations under the Transaction Documents (other than the Registration Statement and the Base Indenture) to which they will be a party, under any applicable law (including Luxembourg law), and all necessary corporate action will be taken, under any applicable law (including Luxembourg law), to enable them validly to enter into, to execute and deliver (where applicable) the Transaction Documents (other than the Registration Statement and the Base Indenture) to which they will be a party.

(d)

The entry by the Parties (other than the Luxembourg Obligors, but only to the extent opined upon herein) into the Transaction Documents to which they are or will be a party is and will be (as applicable), at the time of the Parties’ entry into such Transaction Documents, legal, valid and binding on them under the laws of their respective places of incorporation or organisation and under all other applicable laws (including Luxembourg law), in their best corporate interest and such entry into and performance of the obligations undertaken are and will be (as applicable), and remain and will remain, duly approved and authorised or covered by all necessary corporate, partnership, governmental and other action or licenses in accordance with their respective constitutive documents, the laws of their respective places of incorporation or organisation and all other applicable laws (including Luxembourg law) and the

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entry into and performance of the Transaction Documents by the Parties (where applicable) do not and will not conflict with their respective articles of association or constitutive documents (other than, but only to the extent opined upon herein) the Constitutional Documents).

(e)

The Parties will duly authorise and will duly execute, the Transaction Documents (other than the Base Indenture and the Registration Statement) to which they will be a party.

(f)

There have been no amendments to the Constitutional Documents.

(g)

The Excerpts are true, accurate and up to date both on the date of this Opinion Letter and on the date on which the Board Resolutions have been adopted.

(h)

The Negative Certificates are correct and up-to-date and all decisions and acts, the publication of which is required by applicable laws (including the RCS Law and the Law on Commercial Companies) have been duly registered within the applicable legal time periods with the RCS.

(i)

The Board Resolutions have been validly taken and all statements made therein are true, accurate and up-to-date.

(j)

The Board Resolutions, including the powers granted therein, have not been amended or rescinded and are in full force and effect.

(k)

None of the Luxembourg Obligors is subject to bankruptcy ( faillite ), controlled management ( gestion contrôlée ), suspension of payments ( sursis de paiement ), arrangement with creditors ( concordat préventif de la faillite ), court ordered liquidation ( liquidation judiciaire ) or reorganisation, voluntary dissolution or liquidation ( dissolution ou liquidation volontaire ) or any similar procedure affecting the rights of creditors generally, whether under Luxembourg or any other law.

(l)

The place of the central administration ( siège de l’administration centrale or siège de direction effective ) and the centre of main interests of each Luxembourg Obligor is located at its registered office ( siège statutaire ) in Luxembourg and no Luxembourg Obligor has an establishment outside Luxembourg (each such terms as defined respectively in the Regulation 1346/2000 or domestic Luxembourg law including Luxembourg tax law and any relevant double tax treaties concluded by Luxembourg).

(m)

The entry into, the execution of and the performance under the Transaction Documents are and will be in the corporate interest of the Luxembourg Obligors.

(n)

The Parties entered into or will enter into (as the case may be) the Transaction Documents with bona fide commercial intent, at arm’s length and without any fraudulent intent or any intention to deprive of any benefit any other persons or parties (including creditors) or to breach or circumvent any applicable mandatory laws or regulations of any jurisdiction.

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(o)

No moneys to be raised under or pursuant to the issuance of the Notes have been or will be used to finance or refinance an acquisition of or subscription to shares in any of the Luxembourg Obligors.

6.	NO OTHER DOCUMENTS

Save for those listed in Schedule 3 ( Documents ), there is no other agreement, instrument or other arrangement between any of the Parties which modifies or supersedes any of the Transaction Documents.

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SCHEDULE 5

RESERVATIONS

The opinions expressed in this Opinion Letter are subject to the following reservations.

1.	LIMITATIONS ARISING FROM INSOLVENCY LAW

The rights and obligations of the Parties under the Transaction Documents may be limited and the opinions expressed in this Opinion Letter may be affected by general principles and specific provisions of bankruptcy, insolvency, liquidation, reorganisation, resolution, administration, reconstruction or other laws affecting the enforcement of creditors’ rights generally. In particular, but without limitation, it is to be noted that:

(a)

during a gestion contrôlée (controlled management) procedure under the Grand-Ducal decree dated 24 May 1935 on the procedure of gestion contrôlée , the rights of secured creditors are frozen until a final decision has been taken by the court as to the petition for controlled management and may be affected thereafter by any reorganisation order given by the competent court. Furthermore, declarations of default and subsequent acceleration (such as an acceleration upon the occurrence of an event of default) will not be enforceable against reorganisation or liquidation orders given by a court, subject in each case to any exceptions established under Regulation 1346/2000 where applicable;

(b)

the effects of Luxembourg insolvency proceedings opened over a Luxembourg Obligor by a Luxembourg court would apply to all assets wherever situated, including assets located or deemed to be located outside Luxembourg, (except insofar as Regulation 1346/2000 establishes any exceptions) and as a matter of Luxembourg law, the Luxembourg bankruptcy receiver appointed by the Luxembourg court would be empowered to take control over all assets of the Luxembourg Obligors wherever situated, including property located abroad, upon the conditions and to the extent provided for under Luxembourg insolvency laws and, with respect to the scope of Regulation 1346/2000, upon the terms thereof;

(c)

restrictions on the enforcement of its rights against other Parties imposed on a Luxembourg Obligor may cease to be effective upon the bankruptcy of such Luxembourg Obligor;

(d)

any power of attorney and mandate, as well as any other agency provisions granted and all appointments of agents made by the Luxembourg Obligors (including any appointments made by way of security), explicitly or by implication, will terminate by law and without notice upon the Luxembourg Obligors’ bankruptcy ( faillite ) or judicial winding-up ( liquidation judiciaire ), and become ineffective upon the Luxembourg Obligors entering controlled management and suspension of payments ( gestion contrôlée et sursis de paiement ) (in both cases except in very limited circumstances); and

(e)

the filing of claims and the taking of actions by the Trustee on behalf of the other parties may require the execution of additional documentation, such as, in case of the filing of a proof of claim in insolvency proceedings, a specific power of attorney.

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2.	ENFORCEABILITY OF CLAIMS

(a)

The rights and obligations of the Parties under the Transaction Documents may be limited by general principles of criminal law, including but not limited to criminal freezing orders.

(b)

Periods of grace for the performance of its obligations may be granted by the courts to a debtor who has acted in good faith.

(c)

Rights may not be exercised in an abusive manner, and a Party may be denied the right to invoke a contractual right if so doing was abusive.

(d)

Specific creditors benefit from privileged rights by virtue of Luxembourg law and may take precedence over the rights of other secured or unsecured creditors. For instance, the Luxembourg tax authorities, the Luxembourg social security institutions and the salaried employees benefit from a general privilege over movables in relation to specific claims determined by law; this general privilege in principle takes precedence over the privilege of any other secured creditors.

(e)

The remuneration of an agent or intermediary may be subject to review and reduction by a Luxembourg court if considered excessive in light of the circumstances.

(f)

Whilst, in the event of any proceedings being brought in a Luxembourg court in respect of a monetary obligation expressed to be payable in a currency other than Euro, a Luxembourg court would have power to give judgment expressed as an order to pay a currency other than Euro, enforcement of the judgment against any Party in Luxembourg would be available only in Euro and for such purposes all claims or debts would be converted into Euro.

(g)

A contractual provision conferring or imposing a remedy, an obligation or penalty consequent upon default or breach may not be fully enforceable if it were construed by a Luxembourg court as constituting an excessive pecuniary remedy.

(h)

Limitation of liability clauses will not be enforceable in case of willful default or gross negligence, or where the obligation that has been improperly performed was the central obligation ( obligation essentielle ) of the person protected by the limitation of liability clause.

(i)

Insofar as the laws of Luxembourg are concerned, provisions in the Transaction Documents relating to the transfer or assignment of rights and obligations may require the execution of further documentation in order to be fully effective, as well as to ensure the transfer of any security interests attaching to the rights or obligations to be transferred or assigned.

(j)

The enforcement of the Transaction Documents and the rights and obligations of the Parties will be subject to the general statutory principles of Luxembourg law;

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remedies such as specific performance, the issue of an injunction or the termination for breach of contract are discretionary. Notwithstanding any agreement purporting to confer the availability of any remedy, such remedy may not be available where damages instead of specific performance or specific performance instead of termination for breach of contract are considered by the court to be an adequate alternative remedy. The enforcement of rights and obligations in an action before the Luxembourg courts is subject to Luxembourg rules of civil and commercial procedure.

(k)

Provisions of the Transaction Documents providing for interest being payable in specified circumstances on due and payable interest may not be enforceable against a Luxembourg Obligor before a Luxembourg court even if they are valid under the respective governing law.

(l)

Claims may become barred under the statute of limitations or may be or become subject to defences of set-off or counterclaim.

(m)

We express no opinion on the validity or enforceability of waivers granted for future rights or claims.

(n)

Provisions according to which the Trustee is authorised to sue on behalf of a Luxembourg Obligor may not be enforceable.

(o)

Any power of attorney (including if granted by way of security) expressed to be irrevocable and granted by or on behalf of a Luxembourg Obligor may as a matter of Luxembourg law (which a court may also apply to powers granted by or on behalf of a Luxembourg Obligor under foreign law), be subject to revocation or termination by or on behalf of the grantor despite its being expressed to be irrevocable, which causes the withdrawal of all powers to act on behalf of the grantor of the power of attorney.

(p)

The right of a Party to recover attorney’s fees or other fees relating to the exercise or defence of its rights may be subject to limitations or may not be enforceable in accordance with its terms before a Luxembourg court or in Luxembourg court or enforcement proceedings.

(q)

An agreement may not create rights or obligations for third parties who are not a party to such agreement.

3.	TAXATION

The registration of the Transaction Documents is required if such Transaction Documents are either (i) attached as an annex to an act ( annex é s à un acte ) that itself is subject to mandatory registration or (ii) deposited in the minutes of a notary ( d é pos é s au rang des minutes d’un notaire ). In such cases, as well as in case of a voluntary registration, the Transaction Documents will be subject to registration duties payable by the party registering, or being ordered to register, the Transaction Documents. Depending on the nature of the Transaction Documents, such registration duties would be ad valorem (such as for instance a registration duty of 0.24% calculated on the amounts mentioned in those agreements) or fixed (such as for instance a registration duty of 12€ for a pledge).

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4.	CORPORATE MATTERS

(a)

By application of Article 203 of the Law on Commercial Companies, a company not respecting any provision of Luxembourg criminal law or which seriously contravenes any provision of the Luxembourg commercial code or any other Luxembourg law applicable to commercial companies may be put into judicial dissolution and liquidation upon the application of the public prosecutor.

(b)

The Constitutional Documents (as well as any other documents relating to the Luxembourg Obligors the publication of which is required by law) will only be enforceable against third parties after they have been published in the RESA, except where such third parties have knowledge thereof, whereas however third parties may rely thereon prior to such publication. For the 15 days following the publication, such documents would not be enforceable against third parties who prove that it was impossible for them to have knowledge thereof.

(c)

Any provision in any of the Transaction Documents which constitutes, or purports to constitute, a restriction on the choice of auditor of a Luxembourg Obligor by its shareholders or members may contravene the requirements of Directive 2006/43/EC and Regulation 537/2014 and may therefore become null and void.

5.	GOVERNING LAW

(a)

The Luxembourg courts would not apply a chosen foreign law if:

(i)

the choice was not made bona fide , and/or

(ii)

the foreign law was not pleaded and proved, and/or

(iii)

if pleaded and proved, such foreign law would be contrary to the mandatory rules of Luxembourg law or manifestly incompatible with Luxembourg public policy or public order.

(b)

A Luxembourg court may refuse to apply the chosen governing law in the following cases:

(i)

where all other elements relevant to the situation at the time that the Transaction Documents were entered into are located in a country other than the country of the chosen governing law, to the extent the Parties’ choice of governing law affects the application of the provisions of the law of that other country which cannot be derogated from by agreement, which the court may then apply;

(ii)

where all other elements relevant to the situation at the time that the Transaction Documents were entered into are located in one or more Member States of the European Union and where the chosen law is not the one of a Member State, it may apply the provisions of EU law, where appropriate as implemented in Luxembourg, which cannot be derogated from by agreement;

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(iii)

if the overriding mandatory provisions ( lois de police ) of the law of the country where the obligations arising out of the Transaction Documents have to be or have been performed, render the performance of the Transaction Documents unlawful in such country, in which case it may apply such overriding mandatory provisions taking into account (in deciding such application) the nature and object of such laws, as well as the consequences of its application or non-application;

(iv)

regarding the means of enforcement and measures to be taken by a creditor in case of a default in performance, it may apply the law of the country in which performance is taking place; or

(v)

if a Party is subject to insolvency proceedings, in which case it would apply the insolvency laws of the jurisdiction in which such insolvency proceedings have been regularly opened to the effects of such insolvency except to the extent any exceptions are established by Regulation 1346/2000.

(c)

We express no opinion on any choice of law provisions in the Transaction Documents relating to contractual obligations that do not fall within the scope of the Rome I Regulation and to non-contractual obligations that do not fall within the scope of the Rome II Regulation.

(d)

The determination of the governing law and the recognition of trusts by Luxembourg courts (whether or not one or more elements of the trust relationship or trust assets are located in Luxembourg) will be made in accordance with the Convention dated 1 July 1985 on the law applicable to trusts and their recognition (ratified by a law dated 27 July 2003 on trusts and fiduciary contracts) (the “ Hague Trusts Convention ”), to the extent the relevant trust comes within the scope thereof. The law chosen by the parties will in principle be recognised as governing law, and the effects of the trust (in particular the segregation of trust assets) will be recognised in accordance with the Hague Trusts Convention, subject to the exceptions established therein, including the non-recognition of the chosen governing law if the situation has a closer link with another jurisdiction which does not recognise trusts, the application of mandatory laws of Luxembourg and other jurisdictions in the matters referred to in Article 15 of the Hague Trusts Convention and the general exception of public order. In relation to the provision of any Transaction Document providing that a Luxembourg Obligor shall hold on trust certain assets received, the non-recognition of the trust under Luxembourg law would cause the purported beneficiaries to only have an unsecured claim against the relevant Luxembourg Obligor, which claim will rank pari passu with the claims of other unsecured creditors of the relevant Luxembourg Obligor.

6.	JURISDICTION

(a)

A Luxembourg court may stay proceedings if concurrent proceedings are being brought elsewhere.

(b)

Designation of jurisdiction of courts in the interest of one Party or one group of Parties only will not prevent those Parties from bringing actions in any other court of competent jurisdiction or concurrently in more than one jurisdiction.

- 21 -

(c)

The president of a competent court in Luxembourg, in any matter in which the plaintiff seeks provisional measures in summary proceedings ( référé ) or a permission to levy a prejudgment attachment ( autorisation de saisie-arrêt conservatoire ), may assume jurisdiction, on the basis of the general provisions of Luxembourg law (as applicable pursuant to Regulation 1215/2012), in connection with assets located in Luxembourg notwithstanding the aforementioned submission to the jurisdiction of the courts of other countries, and such action would be governed by Luxembourg law.

(d)

Jurisdiction clauses would not be enforceable in or binding on a Luxembourg court in relation to actions brought for non-contractual claims.

7.	OTHER MATTERS

(a)

A contractual provision allowing the service of process against the Luxembourg Obligors or any other third party appointed to such effect could be overridden by Luxembourg statutory provisions allowing the valid service of process against the Luxembourg Obligors in accordance with applicable laws at their registered office. A provision allowing any other party to appoint a replacement process agent instead of the Luxembourg Obligors would most likely not be enforceable in or the effects thereof recognised by a Luxembourg court.

(b)

We express no opinion on any notification obligation to the Banque Centrale de Luxembourg for statistical purposes which may arise from any payments under the Transaction Documents.

(c)

The admissibility as evidence of the Transaction Documents before a Luxembourg court or public authority to which the Transaction Documents are produced will require that the Transaction Documents be accompanied by a complete or partial translation into French or German and a Luxembourg court may always require that the parties produce the original of a Transaction Document on the basis of which a claim is made.

(d)

A discretion established in favour of one Party by any of the Transaction Documents will have to be exercised in a reasonable manner.

(e)

With respect to provisions under which determination of circumstances or certification by any Party is stated or implied to be conclusive and binding upon each of the Luxembourg Obligors, a Luxembourg court would be authorised to examine whether such determination occurred in good faith and may nevertheless request a Party to provide further evidence.

(f)

All rights and obligations arising under the Transaction Documents involving (i) the government of any country which is currently the subject of United Nations, the European Union or any other applicable sanctions (an “ Affected Country ”), (ii) any person or body resident in, incorporated in or constituted under the laws of any

- 22 -

Affected Country, (iii) any person or body controlled by any of the foregoing, (iv) any person or body exercising public functions in any Affected Country or (v) any person or body being itself subject of United Nations, the European Union or any other applicable sanctions may be subject to restrictions pursuant to such sanctions as implemented in Luxembourg law or applicable or applied in Luxembourg.

(g)

A severability clause may be ineffective if a Luxembourg court considers that the illegal, invalid or unenforceable clause was a substantive or material clause.

* *

- 23 -

Exhibit 23.1

LOGO

Deloitte Bedrijfsrevisoren /

Reviseurs d’Entreprises

Gateway Building

Luchthaven Nationaal 1 J

1930 Zaventem

Belgium

Tel. + 32 2 800 20 00

Fax + 32 2 800 20 01

www.deloitte.com

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form F-4 of our reports dated 22 March 2017, relating to the 2016 consolidated financial statements and the retrospective adjustments to the 2015 and 2014 financial statement disclosures of Anheuser-Busch InBev SA/NV (which report expresses an unqualified opinion and includes an explanatory paragraph regarding retrospective adjustments to the 2015 and 2014 consolidated financial statement disclosures on segment information), and the effectiveness of Anheuser-Busch InBev SA/NV’s internal control over financial reporting, appearing in the Annual Report on Form 20-F of Anheuser-Busch InBev SA/NV for the year ended 31 December 2016 and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

Zaventem, 30 June 2017

/s/ Joel Brehmen

DELOITTE Bedrijfsrevisoren / Reviseurs d’Entreprises

BV o.v.v.e. CVBA / SC s.f.d. SCRL

Represented by Joël Brehmen

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form F-4 of our report dated 14 March 2016 relating to the financial statements, which appears in Anheuser-Bush InBev SA/NV’s Annual Report on Form 20-F for the year ended 31 December 2016. We also consent to the reference to us under the heading “Experts” in this Registration Statement.

Sint-Stevens-Woluwe, Belgium

30 June 2017

PricewaterhouseCoopers Bedrijfsrevisoren BCVBA

Represented by

/s/Koen Hens

Koen Hens

Bedrijfsrevisor

Exhibit 23.3

CONSENT OF INDEPENDENT ACCOUNTANT

We hereby consent to the incorporation by reference in this Registration Statement on Form F-4 of Anheuser-Busch InBev SA/NV of our report dated 10 June 2016 relating to the financial statements of SABMiller plc, which appear in Newbelco SA/NV’s registration statement on Form F-4 dated 26 August 2016. We also consent to the reference to us under the heading “Experts” in this Anheuser-Busch InBev SA/NV Registration Statement.

/s/ PricewaterhouseCoopers LLP

London, United Kingdom

30 June 2017

Exhibit 23.4

Deloitte Touche Tohmatsu

Dr. Chucri Zaidan Avenue, nº 1.240

4 ^th to 12 ^th floors - Golden Tower

04711-130 - São Paulo - SP

Brazil

Tel: + 55 (11) 5186-1000

Fax: + 55 (11) 5181-2911

www.deloitte.com.br

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form F-4 of Anheuser-Busch InBev SA/NV of our report dated March 22, 2017, relating to the consolidated financial statements of Ambev S.A. and subsidiaries (the “Company”) for the year ended December 31, 2015, appearing in the Annual Report on Form 20-F of Anheuser-Busch InBev SA/NV for the year ended December 31, 2016. The consolidated financial statements of the Company are not separately presented in Anheuser-Busch InBev SA/NV’s Annual Report on Form 20-F for the year ended December 31, 2016.

São Paulo, Brazil,

June 30, 2017

/s/ DELOITTE TOUCHE TOHMATSU

Auditores Independentes

Exhibit 24.1

POWER OF ATTORNEY

Reference is hereby made to the registration by Anheuser-Busch InBev SA/NV (“ AB InBev ”), Anheuser-Busch InBev Worldwide Inc. (“ ABIWW ”) and Anheuser-Busch InBev Finance Inc., Brandbev S.à r.l., Brandbrew S.A., Cobrew NV and Anheuser-Busch Companies, LLC (the “ Subsidiary Guarantors ”, and together with AB InBev, the “ Guarantors ”) under the U.S. Securities Act of 1933, as amended (the “ Securities Act ”), of certain debt securities to be issued by ABIWW (the “ Debt Securities ”) and guaranteed by each of the Guarantors, including AB InBev (the “ Guarantees ”, and together with the Debt Securities, the “ Securities ”). The Securities are or will be registered on one or more registration statements on Form F-4, or on such other form or forms promulgated by the U.S. Securities and Exchange Commission (the “ SEC ”) as may be necessary or advisable to effect such registration (each such registration statement, a “ Registration Statement ”).

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints any Vice President of AB InBev, any Legal Director of AB InBev, the Corporate Secretary of AB InBev or any Assistant Corporate Secretary of AB InBev, and each of them, with full power to act alone, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign one or more Registration Statements, any and all amendments thereto (including post-effective amendments) and any subsequent registration statement in respect of the Securities, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith in order to effect the registration of the Securities under the Securities Act and qualification of the Debt Securities, the related indenture and any other instrument under the U.S. Trust Indenture Act of 1939, as amended, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

[ Remainder of this page left intentionally blank. ]


Date: June 30, 2017	By:	/s/ Carlos Brito
	Carlos Brito Chief Executive Officer Anheuser-Busch InBev SA/NV

Date: June 30, 2017	By:	/s/ Felipe Dutra
	Felipe Dutra Chief Financial and Technology Officer Anheuser-Busch InBev SA/NV

Date: June 30, 2017	By:	/s/ Olivier Goudet
	Olivier Goudet Chairman of the Board of Directors Anheuser-Busch InBev SA/NV

Date: June 30, 2017	By:	/s/ María Asuncion Aramburuzabala
	María Asuncion Aramburuzabala Member of the Board of Directors Anheuser-Busch InBev SA/NV

Date: June 30, 2017	By:	/s/ Alexandre Behring
	Alexandre Behring Member of the Board of Directors Anheuser-Busch InBev SA/NV

Date:	By:
	M. Michele Burns Member of the Board of Directors Anheuser-Busch InBev SA/NV

Date: June 30, 2017	By:	/s/ Paul Cornet de Ways Ruart
	Paul Cornet de Ways Ruart Member of the Board of Directors Anheuser-Busch InBev SA/NV

Date: June 30, 2017	By:	/s/ Stéfan Descheemaeker
	Stéfan Descheemaeker Member of the Board of Directors Anheuser-Busch InBev SA/NV

[ Anheuser-Busch InBev SA/NV — Power of Attorney ]


Date: June 30, 2017	By:	/s/ Paulo Alberto Lemann
	Paulo Alberto Lemann Member of the Board of Directors Anheuser-Busch InBev SA/NV

Date:	By:
	Elio Leoni Sceti Member of the Board of Directors Anheuser-Busch InBev SA/NV

Date:	By:
	Carlos Alberto Sicupira Member of the Board of Directors Anheuser-Busch InBev SA/NV

Date: June 30, 2017	By:	/s/ Grégoire de Spoelberch
	Grégoire de Spoelberch Member of the Board of Directors Anheuser-Busch InBev SA/NV

Date: June 30, 2017	By:	/s/ Marcel Herrmann Telles
	Marcel Herrmann Telles Member of the Board of Directors Anheuser-Busch InBev SA/NV

Date: June 30, 2017	By:	/s/ Alexandre Van Damme
	Alexandre Van Damme Member of the Board of Directors Anheuser-Busch InBev SA/NV

[ Anheuser-Busch InBev SA/NV — Power of Attorney ]


Date: June 30, 2017	By:	/s/ Martin J. Barrington
	Martin J. Barrington Member of the Board of Directors Anheuser-Busch InBev SA/NV

Date: June 30, 2017	By:	/s/ William F. Gifford, Jr.
	William F. Gifford, Jr. Member of the Board of Directors Anheuser-Busch InBev SA/NV

Date: June 30, 2017	By:	/s/ Alejandro Santo Domingo Dávila
	Alejandro Santo Domingo Dávila Member of the Board of Directors Anheuser-Busch InBev SA/NV

[ Anheuser-Busch InBev SA/NV — Power of Attorney ]

Exhibit 24.2

POWER OF ATTORNEY

Reference is hereby made to the registration by Anheuser-Busch InBev SA/NV (“ AB InBev ”), Anheuser-Busch InBev Worldwide Inc. (the “ Company ”) and Anheuser-Busch InBev Finance Inc., Brandbev S.à r.l., Brandbrew S.A., Cobrew NV and Anheuser-Busch Companies, LLC (the “ Subsidiary Guarantors ”, and together with AB InBev, the “ Guarantors ”) under the U.S. Securities Act of 1933, as amended (the “ Securities Act ”), of certain debt securities to be issued by the Company (the “ Debt Securities ”) and guaranteed by each of the Guarantors (the “ Guarantees ”, and together with the Debt Securities, the “ Securities ”). The Securities are or will be registered on one or more registration statements on Form F-4, or on such other form or forms promulgated by the U.S. Securities and Exchange Commission (the “ SEC ”) as may be necessary or advisable to effect such registration (each such registration statement, a “ Registration Statement ”).

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

[ Remainder of this page left intentionally blank .]


Date: June 30, 2017	By:	/s/ Joao Castro Neves
	Joao Castro Neves President, Chief Executive Officer and Director Anheuser-Busch InBev Worldwide Inc.

Date: June 30, 2017	By:	/s/ Nelson Jamel
	Nelson Jamel Vice President, Finance Anheuser-Busch InBev Worldwide Inc.

Date: June 30, 2017	By:	/s/ Naomi Lopez
	Naomi Lopez Vice President, Controller Anheuser-Busch InBev Worldwide Inc.

Date: June 30, 2017	By:	/s/ Katherine Barrett
	Katherine Barrett Director Anheuser-Busch InBev Worldwide Inc.

[ Anheuser-Busch InBev Worldwide Inc.— Power of Attorney ]

Exhibit 24.3

POWER OF ATTORNEY

Reference is hereby made to the registration by Anheuser-Busch InBev SA/NV (“ AB InBev ”), Anheuser-Busch InBev Worldwide Inc. (“ ABIWW ”) and Anheuser-Busch InBev Finance Inc., Brandbev S.à r.l., Brandbrew S.A., Cobrew NV and Anheuser-Busch Companies, LLC (the “ Subsidiary Guarantors ”, and together with AB InBev, the “ Guarantors ”) under the U.S. Securities Act of 1933, as amended (the “ Securities Act ”), of certain debt securities to be issued by ABIWW (the “ Debt Securities ”) and guaranteed by each of the Guarantors, including Anheuser-Busch InBev Finance Inc. (the “ Guarantees ”, and together with the Debt Securities, the “ Securities ”). The Securities are or will be registered on one or more registration statements on Form F-4, or on such other form or forms promulgated by the U.S. Securities and Exchange Commission (the “ SEC ”) as may be necessary or advisable to effect such registration (each such registration statement, a “ Registration Statement ”).

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

[ Remainder of this page left intentionally blank .]


Date: June 30, 2017	By:	/s/ Fernando Tennenbaum
	Fernando Tennenbaum Chairman of the Board of Directors Anheuser-Busch InBev Finance Inc.

Date: June 30, 2017	By:	/s/ Lucas Lira
	Lucas Lira Member of the Board of Directors Anheuser-Busch InBev Finance Inc.

Date: June 30, 2017	By:	/s/ Matthew Amer
	Matthew Amer Member of the Board of Directors Anheuser-Busch InBev Finance Inc.

Date: June 30, 2017	By:	/s/ Gabriel Ventura
	Gabriel Ventura Member of the Board of Directors Anheuser-Busch InBev Finance Inc.

[ Anheuser-Busch InBev Finance Inc. — Power of Attorney ]

Exhibit 24.4

POWER OF ATTORNEY

Reference is hereby made to the registration by Anheuser-Busch InBev SA/NV (“ AB InBev ”), Anheuser-Busch InBev Worldwide Inc. (“ ABIWW ”) and Anheuser-Busch InBev Finance Inc., Brandbev S.à r.l., Brandbrew S.A., Cobrew NV and Anheuser-Busch Companies, LLC (the “ Subsidiary Guarantors ”, and together with AB InBev, the “ Guarantors ”) under the U.S. Securities Act of 1933, as amended (the “ Securities Act ”), of certain debt securities to be issued by ABIWW (the “ Debt Securities ”) and guaranteed by each of the Guarantors, including Anheuser-Busch Companies, LLC (the “ Guarantees ”, and together with the Debt Securities, the “ Securities ”). The Securities are or will be registered on one or more registration statements on Form F-4, or on such other form or forms promulgated by the U.S. Securities and Exchange Commission (the “ SEC ”) as may be necessary or advisable to effect such registration (each such registration statement, a “ Registration Statement ”).

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

[ Remainder of this page left intentionally blank .]


Date: June 30, 2017	By:	/s/ Joao Castro Neves
	Joao Castro Neves President, Chief Executive Officer and Manager Anheuser-Busch Companies, LLC

Date: June 30, 2017	By:	/s/ Nelson Jamel
	Nelson Jamel Vice President, Finance Anheuser-Busch Companies, LLC

Date: June 30, 2017	By:	/s/ Naomi Lopez
	Naomi Lopez Vice President, Controller Anheuser-Busch Companies, LLC

Date: June 30, 2017	By:	/s/ Katherine Barrett
	Katherine Barrett Manager Anheuser-Busch Companies, LLC

[ Anheuser-Busch Companies LLC — Power of Attorney ]

Exhibit 24.5

POWER OF ATTORNEY

Reference is hereby made to the registration by Anheuser-Busch InBev SA/NV (“ AB InBev ”), Anheuser-Busch InBev Worldwide Inc. (“ ABIWW ”) and Anheuser-Busch InBev Finance Inc., Brandbev S.à r.l., Brandbrew S.A., Cobrew NV and Anheuser-Busch Companies, LLC (the “ Subsidiary Guarantors ”, and together with AB InBev, the “ Guarantors ”) under the U.S. Securities Act of 1933, as amended (the “ Securities Act ”), of certain debt securities to be issued by ABIWW (the “ Debt Securities ”) and guaranteed by each of the Guarantors, including Cobrew NV (the “ Guarantees ”, and together with the Debt Securities, the “ Securities ”). The Securities are or will be registered on one or more registration statements on Form F-4, or on such other form or forms promulgated by the U.S. Securities and Exchange Commission (the “ SEC ”) as may be necessary or advisable to effect such registration (each such registration statement, a “ Registration Statement ”).

This Power of Attorney will be governed by and construed in accordance with the laws of the State of New York. This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together, shall constitute one instrument.

[ Remainder of this page left intentionally blank .]


Date: June 30, 2017	By:	/s/ Octavio Grisolia Chino
	Octavio Grisolia Chino Member of the Board of Directors Cobrew NV

Date: June 30, 2017	By:	/s/ Ann Randon
	Ann Randon Member of the Board of Directors Cobrew NV

Date: June 30, 2017	By:	/s/ Benoit Loore
	Benoit Loore Member of the Board of Directors Cobrew NV

Date: June 30, 2017	By:	/s/ Frederik Rogge
	Frederik Rogge Member of the Board of Directors Cobrew NV

[ Cobrew NV — Power of Attorney ]

Exhibit 24.6

POWER OF ATTORNEY

Reference is hereby made to the registration by Anheuser-Busch InBev SA/NV (“ AB InBev ”), Anheuser-Busch InBev Worldwide Inc. (“ ABIWW ”) and Anheuser-Busch InBev Finance Inc., Brandbev S.à r.l., Brandbrew S.A., Cobrew NV and Anheuser-Busch Companies, LLC (the “ Subsidiary Guarantors ”, and together with AB InBev, the “ Guarantors ”) under the U.S. Securities Act of 1933, as amended (the “ Securities Act ”), of certain debt securities to be issued by ABIWW (the “ Debt Securities ”) and guaranteed by each of the Guarantors, including Brandbrew S.A. (the “ Guarantees ”, and together with the Debt Securities, the “ Securities ”). The Securities are or will be registered on one or more registration statements on Form F-4, or on such other form or forms promulgated by the U.S. Securities and Exchange Commission (the “ SEC ”) as may be necessary or advisable to effect such registration (each such registration statement, a “ Registration Statement ”).

[ Remainder of this page left intentionally blank. ]


Date: June 30, 2017	By:	/s/ Gert Bert Maria Magis
	Gert Bert Maria Magis Director / Authorised Signatory Brandbrew S.A.

Date: June 30, 2017	By:	/s/ Octavio Grisolia Chino
	Octavio Grisolia Chino Director / Authorised Signatory Brandbrew S.A.

Date: June 30, 2017	By:	/s/ Yann Callou
	Yann Callou Director / Authorised Signatory Brandbrew S.A.

Date: June 30, 2017	By:	/s/ Yannick Bomans
	Yannick Bomans Director / Authorised Signatory Brandbrew S.A.

[ Brandbrew S.A. — Power of Attorney ]

Exhibit 24.7

POWER OF ATTORNEY

Reference is hereby made to the registration by Anheuser-Busch InBev SA/NV (“ AB InBev ”), Anheuser-Busch InBev Worldwide Inc. (“ ABIWW ”) and Anheuser-Busch InBev Finance Inc., Brandbev S.à r.l., Brandbrew S.A., Cobrew NV and Anheuser-Busch Companies, LLC (the “ Subsidiary Guarantors ”, and together with AB InBev, the “ Guarantors ”) under the U.S. Securities Act of 1933, as amended (the “ Securities Act ”), of certain debt securities to be issued by ABIWW (the “ Debt Securities ”) and guaranteed by each of the Guarantors, including Brandbev S.à r.l. (the “ Guarantees ”, and together with the Debt Securities, the “ Securities ”). The Securities are or will be registered on one or more registration statements on Form F-4, or on such other form or forms promulgated by the U.S. Securities and Exchange Commission (the “ SEC ”) as may be necessary or advisable to effect such registration (each such registration statement, a “ Registration Statement ”).

[ Remainder of this page left intentionally blank. ]


Date: June 30, 2017	By:	/s/ Gert Bert Maria Magis
	Gert Bert Maria Magis
	Manager / Authorised Signatory
	Brandbev S.à r.l.

Date: June 30, 2017	By:	/s/ Yann Callou
	Yann Callou
	Manager / Authorised Signatory
	Brandbev S.à r.l.

Date: June 30, 2017	By:	/s/ Yannick Bomans
	Yannick Bomans
	Manager / Authorised Signatory
	Brandbev S.à r.l.

[ Brandbev S.à r.l. — Power of Attorney ]

Exhibit 24.8

POWER OF ATTORNEY

Reference is hereby made to the registration by Anheuser-Busch InBev SA/NV (“ AB InBev ”), Anheuser-Busch InBev Worldwide Inc. (“ ABIWW ”) and Anheuser-Busch InBev Finance Inc., Brandbev S.à r.l., Brandbrew S.A., Cobrew NV and Anheuser-Busch Companies, LLC (the “ Subsidiary Guarantors ”, and together with AB InBev, the “ Guarantors ”) under the U.S. Securities Act of 1933, as amended (the “ Securities Act ”), of certain debt securities to be issued by ABIWW (the “ Debt Securities ”) and guaranteed by each of the Guarantors (the “ Guarantees ”, and together with the Debt Securities, the “ Securities ”). The Securities are or will be registered on one or more registration statements on Form F-4, or on such other form or forms promulgated by the U.S. Securities and Exchange Commission (the “ SEC ”) as may be necessary or advisable to effect such registration (each such registration statement, a “ Registration Statement ”).

KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints any Vice President of AB InBev, any Legal Director of AB InBev, the Corporate Secretary of AB InBev or any Assistant Corporate Secretary of AB InBev, and each of them, with full power to act alone, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign one or more Registration Statements, any and all amendments thereto (including post-effective amendments) and any subsequent registration statement in respect of the Securities, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith in order to effect the registration of the Securities under the Securities Act and qualification of the Debt Securities, the related indenture and any other instrument under the U.S. Trust Indenture Act of 1939, as amended, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

[ Remainder of this page left intentionally blank .]

[ Authorized Representative — Power of Attorney ]

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b)(2) ☐

THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)


		95-3571558
(Jurisdiction of incorporation if not a U.S. national bank)		(I.R.S. employer identification no.)

400 South Hope Street Suite 500 Los Angeles, California		90071
(Address of principal executive offices)		(Zip code)

Anheuser-Busch InBev Worldwide Inc.

(Exact name of obligor as specified in its charter)


Delaware, United States		90-0427472
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

One Busch Place St. Louis, Missouri, U.S.A.		63118
(Address of principal executive offices)		(Zip code)

ANHEUSER-BUSCH INBEV SA/NV

(Exact name of obligor as specified in its charter)


Belgium		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

Brouwerijplein 1 3000 Leuven, Belgium
(Address of principal executive offices)		(Zip code)

Anheuser-Busch InBev Finance Inc.

(Exact name of obligor as specified in its charter)


Delaware, United States		38-3893771
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

250 Park Avenue New York, New York, U.S.A.		10177
(Address of principal executive offices)		(Zip code)

Cobrew NV

(Exact name of obligor as specified in its charter)


Belgium		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

Brouwerijplein 1 3000 Leuven, Belgium
(Address of principal executive offices)		(Zip code)

Brandbrew S.A.

(Exact name of obligor as specified in its charter)


Luxembourg		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

Zone Industrielle Breedewues No. 15 L-1259 Senningerberg, Luxembourg
(Address of principal executive offices)		(Zip code)

-2-

Brandbev S.à.r.l.

(Exact name of obligor as specified in its charter)


Luxembourg		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

Zone Industrielle Breedewues No. 15 L-1259 Senningerberg, Luxembourg
(Address of principal executive offices)		(Zip code)

Anheuser-Busch Companies, LLC

(Exact name of obligor as specified in its charter)


Delaware, United States		43-1162835
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

One Busch Place St. Louis, Missouri, U.S.A.		63118
(Address of principal executive offices)		(Zip code)

4.439% Notes due 2048 and

Guarantees of 4.439% Notes due 2048

(Title of the indenture securities)

-3-

1.	General information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.



Name		Address
Comptroller of the Currency United States Department of the Treasury		Washington, DC 20219

Federal Reserve Bank		San Francisco, CA 94105

Federal Deposit Insurance Corporation		Washington, DC 20429

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2.	Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.

List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

-4-

A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).

The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

-5-

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State of Illinois, on the 26 ^th day of June, 2017.


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

By:		/s/ R.Tarnas
		Name: R. Tarnas
		Title: Vice President

-6-

EXHIBIT 7

Consolidated Report of Condition of

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

of 400 South Hope Street, Suite 500, Los Angeles, CA 90071

At the close of business March 31, 2017, published in accordance with Federal regulatory authority instructions.


	Dollar amounts in thousands
ASSETS

Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		1,762
Interest-bearing balances		347,466
Securities:
Held-to-maturity securities		0
Available-for-sale securities		743,977
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold		0
Securities purchased under agreements to resell		0
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, held for investment		0
LESS: Allowance for loan and lease losses		0
Loans and leases held for investment, net of allowance		0
Trading assets		0
Premises and fixed assets (including capitalized leases)		10,973
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		0
Direct and indirect investments in real estate ventures		0
Intangible assets:
Goodwill		856,313
Other intangible assets		44,201
Other assets		127,134

Total assets	$	2,131,826


LIABILITIES

Deposits:
In domestic offices			607
Noninterest-bearing			607
Interest-bearing			0
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased			0
Securities sold under agreements to repurchase			0
Trading liabilities			0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)			0
Not applicable
Not applicable
Subordinated notes and debentures			0
Other liabilities			295,903
Total liabilities			296,510
Not applicable

EQUITY CAPITAL

Perpetual preferred stock and related surplus			0
Common stock			1,000
Surplus (exclude all surplus related to preferred stock)			1,122,932
Not available
Retained earnings			712,677
Accumulated other comprehensive income			-1,293
Other equity capital components			0
Not available
Total bank equity capital			1,835,316
Noncontrolling (minority) interests in consolidated subsidiaries			0
Total equity capital			1,835,316
Total liabilities and equity capital			2,131,826

I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

Matthew J. McNulty ) CFO

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Antonio I. Portuondo, President )

William D. Lindelof, Director ) Directors (Trustees)

Alphonse J. Briand, Director )

Exhibit 99.1

LETTER OF TRANSMITTAL

Relating to

Anheuser-Busch InBev Worldwide Inc.

Offers to Exchange

Any and All $1,735,171,000 Principal Amount Outstanding of

Unregistered 4.439% Notes due 2048

(CUSIP Nos. U03597 AQ1, 035240 AH3;

ISIN Nos. USU03597AQ14, US035240AH31)

for

a Like Principal Amount of

4.439% Notes due 2048

which have been registered under the Securities Act of 1933

Pursuant to the Prospectus Dated , 2017

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2017, UNLESS EITHER EXCHANGE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN AT OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

The Exchange Agent For The Exchange Offer Is:

Global Bondholder Services Corporation


By Hand, By Mail or Overnight Delivery:		Facsimile Transmissions:
		(Eligible Institutions Only)
Global Bondholder Services Corporation,		(212) 430-3775 or (212) 430-3779
as Exchange Agent
		Banks and Brokers Call Collect:
65 Broadway—Suite 404		(212) 430-3774
New York, New York 10006
		All Others, Please Call Toll-Free:
By E-mail:		(866) 470-3900
contact@gbsc-usa.com

Delivery of this Letter of Transmittal to an address, or transmission via facsimile, other than as set forth above will not constitute a valid delivery. The instructions contained herein should be read carefully before this Letter of Transmittal is completed.

HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE NEW NOTES FOR THEIR OLD NOTES PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR OLD NOTES TO THE EXCHANGE AGENT AT OR PRIOR TO THE EXPIRATION DATE.

By execution hereof, the undersigned acknowledges receipt of the Prospectus (the “Prospectus”), dated , 2017, of Anheuser-Busch InBev Worldwide Inc., a Delaware corporation (“ABIWW” or the “Company”), which, together with this Letter of Transmittal and the instructions hereto (the “Letter of Transmittal”), constitute the Company’s offer (the “Exchange Offer”) to exchange an aggregate principal amount of up to $1,735,171,000 of its 4.439% Notes due 2048 (the “New Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement of which the Prospectus constitutes a part, for any and all of the principal amount of its outstanding unregistered 4.439% Global Notes due 2048 (CUSIP Nos. . U03597 AQ1, 035240 AH3; ISIN Nos. USU03597AQ14, US035240AH31) (the “Old Notes”), upon the terms and subject to the conditions set forth in the Prospectus. Capitalized terms used but not defined herein shall have the same meaning given to them in the Prospectus.

The Company has agreed that, for a period of 90 days after the Expiration Date, it will make the Prospectus available to any broker-dealer for use in connection with resales.

Each holder of Old Notes wishing to participate in the Exchange Offer, except holders of Old Notes executing their tenders through the Automated Tender Offers Program (“ATOP”) procedures of The Depository Trust Company (“DTC”), should complete, sign and submit this Letter of Transmittal to the Exchange Agent, Global Bondholders Services Corporation, at or prior to the Expiration Date.

This Letter of Transmittal may be used to participate in the Exchange Offer if Old Notes are to be tendered by effecting a book-entry transfer into the Exchange Agent’s account at DTC and instructions are not being transmitted through ATOP, for which the Exchange Offer are eligible. Unless you intend to tender your Old Notes through ATOP, you should complete, execute and deliver this Letter of Transmittal to indicate the action you desire to take with respect to the Exchange Offer.

Holders of Old Notes tendering by book-entry transfer to the Exchange Agent’s account at DTC may execute tenders through ATOP, for which the Exchange Offer are eligible. Financial institutions that are DTC participants may execute tenders through ATOP by transmitting acceptance of the Exchange Offer to DTC at or prior to the Expiration Date. DTC will verify acceptance of the Exchange Offer, execute a book-entry transfer of the tendered Old Notes into the account of the Exchange Agent at DTC and send to the Exchange Agent a “book-entry confirmation”, which shall include an agent’s message. An “agent’s message” is a message, transmitted by DTC to, and received by, the Exchange Agent and forming part of a book-entry confirmation, which states that DTC has received an express acknowledgement from a DTC participant tendering Old Notes that the participant has received and agrees to be bound by the terms of this Letter of Transmittal as an undersigned hereof and that the Company may enforce such agreement against the participant. Delivery of the agent’s message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the DTC participant identified in the agent’s message. Accordingly, holders who tender their Old Notes through DTC’s ATOP procedures shall be bound by, but need not complete, this Letter of Transmittal.

If you are a beneficial owner that holds Old Notes through Euroclear or Clearstream Luxembourg and wish to tender your Old Notes, you must instruct Euroclear or Clearstream Luxembourg, as the case may be, to block the account in respect of the tendered Old Notes in accordance with the procedures established by Euroclear or Clearstream Luxembourg. You are encouraged to contact Euroclear or Clearstream Luxembourg directly to ascertain their procedures for tendering Old Notes.

Tendering holders of Old Notes must tender Old Notes in minimum denominations of $1,000. New Notes will be issued in minimum denominations of $1,000.

Any holder that is a bank, broker, or other custodial entity holding Old Notes on behalf of more than one beneficial owner may submit to the Exchange Agent a list of the aggregate principal amount of Old Notes owned by each such beneficial owner, and the Exchange Agent, in determining the aggregate principal amount of New Notes to be issued to such holder, will treat each such beneficial owner as a separate holder.

Holders that anticipate tendering other than through DTC are urged to contact promptly a bank, broker or other intermediary (that has the capability to hold securities custodially through DTC) to arrange for receipt of New Notes to be delivered pursuant to the Exchange Offer and to obtain the information necessary to provide the required DTC participant with account information in this Letter of Transmittal.

ABIWW reserves the right, in its sole discretion, to amend, at any time, the terms and conditions of the Exchange Offer, except for the condition that the registration statement of which the Prospectus forms a part is not subject to a stop order or any proceedings for that purpose. We will give you notice of any amendments, if required by applicable law. The term “Expiration Date” shall mean the latest time and date to which the Exchange Offer is extended.

NOTE: SIGNATURES MUST BE PROVIDED BELOW

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

The instructions included with this Letter of Transmittal must be followed. Questions and requests for assistance or for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent.

HOLDERS WHO WISH TO ACCEPT AN EXCHANGE OFFER AND TENDER THEIR OLD NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED, WITH SIGNATURE GUARANTEE IF REQUIRED, AND COMPLETE THE FORM W-9 (OR IRS FORM W-8, AS APPLICABLE), AS SET FORTH BELOW.

TENDER OF OLD NOTES

To effect a valid tender of Old Notes through the completion, execution and delivery of this Letter of Transmittal, the undersigned must complete the tables below entitled “Method of Delivery” and “Description of Old Notes” and sign this Letter of Transmittal where indicated.

New Notes will be delivered in book-entry form through DTC and only to the DTC account of the undersigned or the undersigned’s custodian, as specified in the table below entitled “Method of Delivery”.

We have not provided guaranteed delivery procedures in conjunction with the Exchange Offer or under any of the Prospectus or other materials provided therewith.

Failure to provide the information necessary to effect delivery of New Notes will render such holder’s tender defective, and ABIWW will have the right, which it may waive, to reject such tender without notice.

METHOD OF DELIVERY

☐	CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC.

PROVIDE BELOW THE NAME OF THE DTC PARTICIPANT AND PARTICIPANT’S ACCOUNT NUMBER IN WHICH THE TENDERED OLD NOTES ARE HELD AND/OR THE CORRESPONDING NEW NOTES ARE TO BE DELIVERED.

Name of Tendering Institution:

DTC Book-Entry Account No.:

Transaction Code No.:

☐	CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES (A “PARTICIPATING BROKER-DEALER”) AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

List below the Old Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the numbers and principal amount at maturity of Old Notes should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF OLD NOTES


DTC Participant Name(s), Number(s) and Address(es) of Holder(s) (Please fill in, if blank)	Title of Security	CUSIP Number	Total Principal Amount Held	Aggregate Principal Amount Tendered (if less than all) *

TOTAL PRINCIPAL AMOUNT OF OLD NOTES TENDERED

*	Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of their Old Notes. The principal amount of Old Notes tendered hereby must be in minimum denominations of $1,000 and integral multiples of $1,000 thereafter. See Instruction 3.

Note: Signatures must be provided below.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount of the Old Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company, all right, title and interest in and to such Old Notes as are being tendered hereby upon the terms and subject to the conditions set forth in the Prospectus dated , 2017 (as the same may be amended or supplemented from time to time, the “Prospectus”), receipt of which is acknowledged, and in this Letter of Transmittal. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and attorney-in-fact with respect to the tendered Old Notes with full power of substitution to (1) transfer ownership of such Old Notes on the account books maintained by DTC with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company and (2) present such Old Notes for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes, all in accordance with the terms of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Old Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Company. The undersigned hereby further represents that it is not an “affiliate”, as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), of the Company, that any New Notes to be received by it will be acquired in the ordinary course of business and that at the time of commencement of the Exchange Offer it had no arrangement with any person to participate in a distribution of the New Notes.

In addition, if the undersigned is a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of the New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, it represents that the Old Notes to be exchanged for New Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The Company has agreed that, subject to the provisions of the Registration Rights Agreement, dated as of April 6, 2017, the Prospectus, as it may be amended or supplemented from time to time, may be used by a participating broker-dealer (as defined below) in connection with resales of New Notes received in exchange for Old Notes, where such Old Notes were acquired by such participating broker-dealer for its own account as a result of market-making activities or other trading activities, for a period ending 90 days after the Expiration Date or, if earlier, when all such New Notes have been disposed of by such participating broker-dealer. In that regard, each broker-dealer who acquired Old Notes for its own account as a result of market-making or other trading activities (a “participating broker-dealer”), by tendering such Old Notes and executing this Letter of Transmittal, agrees that, upon receipt of notice from the Company of the occurrence of any event or the discovery of any fact which makes any statement contained or incorporated by reference in the Prospectus untrue in any material respect or which causes the Prospectus to omit to state a material fact necessary in order to make the statements contained or incorporated by reference therein, in light of the circumstances under which they were made, not misleading, or of the occurrence of certain other events specified in the Registration Rights Agreement, such participating broker-dealer will suspend the sale of New Notes pursuant to the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented Prospectus to the participating broker-dealer or the

Company has given notice that the sale of the New Notes may be resumed, as the case may be. If the Company gives such notice to suspend the sale of the New Notes, it shall extend the 90-day period referred to above during which participating broker-dealers are entitled to use the Prospectus in connection with the resale of New Notes by the number of days during the period from and including the date of the giving of such notice to and including the date when participating broker-dealers shall have received copies of the supplemented or amended Prospectus necessary to permit resales of the New Notes or to and including the date on which the Company has given notice that the sale of New Notes may be resumed, as the case may be.

The undersigned also acknowledges that the Exchange Offer are being made by the Company based upon the Company’s understanding of an interpretation by the staff of the Securities and Exchange Commission (the “Commission”) as set forth in no-action letters issued to third parties, that the New Notes issued in exchange for the Old Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that: (1) such holders are not affiliates of the Company within the meaning of Rule 405 under the Securities Act; (2) such New Notes are acquired in the ordinary course of such holders’ business; (3) such holders are not engaged in, and do not intend to engage in, a distribution of such New Notes and have no arrangement or understanding with any person to participate in the distribution of such New Notes and (4) such holders are not broker-dealers tendering Old Notes that have been acquired from the Company for their own account. However, the staff of the Commission has not considered the Exchange Offer in the context of a no-action letter, and there can be no assurance that the staff of the Commission would make a similar determination with respect to the Exchange Offer as in other circumstances. If a holder of Old Notes is an affiliate of the Company, acquires the New Notes other than in the ordinary course of such holder’s business or is engaged in or intends to engage in a distribution of the New Notes or has any arrangement or understanding with respect to the distribution of the New Notes to be acquired pursuant to the Exchange Offer, such holder could not rely on the applicable interpretations of the staff of the Commission and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Old Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in “The Exchange Offer — Withdrawal of Tenders” section of the Prospectus.

For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Old Notes when and if the Company has given oral or written notice thereof to the Exchange Agent.

Unless otherwise indicated under “Special Issuance Instructions”, the undersigned hereby requests that the Exchange Agent credit the DTC account specified in the table entitled “Description of Old Notes”, for any book-entry transfers of Old Notes not accepted for exchange. If the “Special Issuance Instructions” are completed, the undersigned hereby requests that the Exchange Agent credit the DTC account indicated therein for any book-entry transfers of Old Notes not accepted for exchange, in the name of the person or account indicated under “Special Issuance Instructions”. The undersigned recognizes that the Company has no obligation pursuant to the “Special Issuance Instructions” to transfer any Old Notes from the name of the registered holder(s) thereof if the Company does not accept for exchange any of the Old Notes so tendered.

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OLD NOTES” ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX ABOVE.

SPECIAL ISSUANCE INSTRUCTIONS

(SEE INSTRUCTIONS 2, 4 AND 5)

To be completed ONLY if Old Notes tendered by book-entry transfer that are not accepted for exchange are to be returned by credit to an account maintained at DTC other than the account indicated above.

☐	Credit any unexchanged Old Notes delivered by book-entry transfer to DTC account number set forth below:

DTC Account

Number:

Name:

(PLEASE PRINT OR TYPE)

Address:

(INCLUDE ZIP CODE)

Tax Identification or Social Security No:

IMPORTANT: This Letter of Transmittal or a facsimile hereof or an agent’s message in lieu thereof (together with a book-entry confirmation and all other required documents) must be received by the Exchange Agent at or prior to 5:00 p.m. New York City time, on the Expiration Date.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL

CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

IN ORDER TO VALIDLY TENDER OLD NOTES FOR EXCHANGE, HOLDERS OF OLD NOTES

MUST COMPLETE, EXECUTE, AND DELIVER THE LETTER OF TRANSMITTAL OR A

PROPERLY TRANSMITTED AGENT’S MESSAGE.

PLEASE SIGN HERE

(To be Completed By All Tendering Holders of Old Notes, Other Than Holders Effecting Delivery Through ATOP)

By completing, executing and delivering this Letter of Transmittal, the undersigned hereby tenders to AT&T the principal amount of the Old Notes listed in the table entitled “Description of Old Notes”.

This Letter of Transmittal must be signed by the holder(s) of Old Notes exactly as such participant’s name appears on a security position listing as the owner of Old Notes, or by person(s) authorized to become registered Holder(s) by endorsements and documents transmitted with this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below under “Capacity” and submit evidence satisfactory to the Company of such person’s authority to so act. See Instruction 4 herein.

IF THE SIGNATURE APPEARING BELOW IS NOT OF THE REGISTERED HOLDER(S) OF THE OLD NOTES, THEN THE REGISTERED HOLDER(S) MUST SIGN A VALID PROXY, WHICH SIGNATURE MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION. THE PROXY MUST ACCOMPANY THIS LETTER OF TRANSMITTAL.


X

X
		Signature(s) of Holder(s) or Authorized Signatory



Name(s):


		(Please Print)



Capacity (full title)



Area Code and Telephone No.

SIGNATURE GUARANTEE

(Certain Signatures Must Be Guaranteed by an Eligible Institution - See Instruction 4 herein)

(Name of Eligible Institution Guaranteeing Signatures)

(Address (including zip code) and Telephone Number (including area code) of Firm)

(Authorized Signature)

(Printed Name)

(Title)

Dated

INSTRUCTIONS

Forming Part of the Terms and Conditions

of the Exchange Offer

1.	Delivery of this Letter of Transmittal.

This Letter of Transmittal is to be completed by holders if tenders of Old Notes are to be made by book-entry transfer to the Exchange Agent’s account at DTC and instructions are not being transmitted through ATOP.

Confirmation of a book-entry transfer into the Exchange Agent’s account at DTC of all Old Notes delivered electronically, as well as a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) or properly transmitted agent’s message, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein before the Expiration Date of the applicable Exchange Offer.

Any financial institution that is a participant in DTC may electronically transmit its acceptance of the applicable Exchange Offer by causing DTC to transfer Old Notes to the Exchange Agent in accordance with DTC’s ATOP procedures for such transfer at or prior to the Expiration Date of such Exchange Offer. The Exchange Agent will make available its general participant account at DTC for the Old Notes for purposes of the Exchange Offer.

Delivery of a Letter of Transmittal to DTC will not constitute valid delivery to the Exchange Agent. No Letter of Transmittal should be sent to the Company or DTC.

The method of delivery of this Letter of Transmittal and all other required documents, including delivery through DTC and any acceptance or agent’s message delivered through ATOP, is at the option and risk of the tendering holder. Delivery is not complete until the required items are actually received by the Exchange Agent. If you mail these items, we recommend that you (1) use registered mail properly insured with return receipt requested and (2) mail the required items in sufficient time to ensure timely delivery.

Any beneficial owner whose Old Notes are held by or in the name of a custodial entity such as a broker, dealer, commercial bank, trust company or other nominee should be aware that such custodial entity may have deadlines earlier than the Expiration Date for such custodial entity to be advised of the action that the beneficial owner may wish for the custodial entity to take with respect to the beneficial owner’s Old Notes. Accordingly, such beneficial owners are urged to contact any custodial entities through which such Old Notes are held as soon as possible in order to learn of the applicable deadlines of such entities.

Neither the Company nor the Exchange Agent is under any obligation to notify any tendering holder of the Companys’s acceptance of tendered Old Notes at or prior to the expiration of the Exchange Offer.

2.	Delivery of New Notes.

New Notes will be delivered only in book-entry form through DTC and only to the DTC account of the tendering holder or the tendering holder’s custodian. Accordingly, the appropriate DTC participant name and number (along with any other required account information) to permit such delivery must be provided in the table entitled “Description of Old Notes”. Failure to do so will render a tender of Old Notes defective and the Company will have the right, which it may waive, to reject such tender. Holders who anticipate tendering by a method other than through DTC are urged to promptly contact a bank, broker or other intermediary (that has the facility to hold securities custodially through DTC) to arrange for receipt of any New Notes delivered pursuant to the Exchange Offer and to obtain the information necessary to complete the table.

3.	Amount of Tenders.

Tenders of Old Notes will be accepted only in minimum denominations of $1,000 and integral multiples of $1,000 thereafter. No alternative, conditional or contingent tenders will be accepted. Holders who tender less

than all of their Old Notes must continue to hold Old Notes in the minimum authorized denomination of $1,000 principal amount.

4.	Signatures on this Letter of Transmittal; Instruments of Transfer; Guarantee of Signatures.

For purposes of this Letter of Transmittal, the term “registered holder” means an owner of record as well as any DTC participant that has Old Notes credited to its DTC account. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a recognized participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchange Medallion Program (each, a “Medallion Signature Guarantor”). Signatures on this Letter of Transmittal need not be guaranteed if:

•

this Letter of Transmittal is signed by a participant in DTC whose name appears on a security position listing of DTC as the owner of the Old Notes and the holder(s) has/have not completed the box entitled “Special Issuance Instructions” on this Letter of Transmittal; or

•

the Old Notes are tendered for the account of an eligible institution.

An eligible institution is one of the following firms or other entities identified in Rule 17Ad–15 under the Securities Exchange Act of 1934, as amended (as the terms are defined in such Rule):

•

a bank;

•

a broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer or government securities broker;

•

a credit union;

•

a national securities exchange, registered securities association or clearing agency; or

•

a savings institution that is a participant in a Securities Transfer Association recognized program.

If Old Notes are registered in the name of a person other than the signer of this Letter of Transmittal or if Old Notes not accepted for exchange are to be returned to a person other than the registered holder, then the signatures on this Letter of Transmittal accompanying the tendered Old Notes must be guaranteed by a Medallion Signature Guarantor as described above.

If any of the Old Notes tendered are held by two or more registered holders, all of the registered holders must sign this Letter of Transmittal.

If a number of Old Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of such Old Notes.

If this Letter of Transmittal is signed by the registered holder or holders of the Old Notes (which term, for the purposes described herein, shall include a participant in DTC whose name appears on a security listing as the owner of the Old Notes) listed and tendered hereby, no endorsements of the tendered Old Notes or separate written instruments of transfer or exchange are required. In any other case, if tendering Old Notes, the registered holder (or acting holder) must either validly endorse the Old Notes or transmit validly completed bond powers with this Letter of Transmittal (in either case executed exactly as the name(s) of the registered holder(s) appear(s) on the Old Notes, and, with respect to a participant in DTC whose name appears on a security position listing as the owner of Old Notes, exactly as the name of such participant appears on such security position listing), with the signature on the Old Notes or bond power guaranteed by a Medallion Signature Guarantor (except where the Old Notes are tendered for the account of an eligible institution).

If Old Notes are to be tendered by any person other than the person in whose name the Old Notes are registered, the Old Notes must be endorsed or accompanied by an appropriate written instrument(s) of transfer executed

exactly as the name(s) of the holder(s) appear on the Old Notes, with the signature(s) on the Old Notes or instrument(s) of transfer guaranteed by a Medallion Signature Guarantor, and this Letter of Transmittal must be executed and delivered either by the holder(s), or by the tendering person pursuant to a valid proxy signed by the holder(s), which signature must, in either case, be guaranteed by a Medallion Signature Guarantor.

ABIWW will not accept any alternative, conditional, irregular or contingent tenders. By executing this Letter of Transmittal (or a facsimile thereof) or directing DTC to transmit an agent’s message, you waive any right to receive any notice of the acceptance of your Old Notes for exchange.

If this Letter of Transmittal or instruments of transfer are signed by trustees, executors, administrators, guardians or attorneys–in–fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by ABIWW, evidence satisfactory to ABIWW of their authority so to act must be submitted with this Letter of Transmittal.

Beneficial owners whose tendered Old Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if such beneficial owners desire to tender such Old Notes.

5.	Special Issuance Instructions.

Holders tendering Old Notes by book-entry transfer may request that Old Notes not exchanged be credited to such account maintained at DTC as such note holder may designate hereon. Tendering Holders of Old Notes should indicate in the box entitled “Special Issuance Instructions”, the DTC participant name and number, if different from the name or address or the DTC participant name and number, as the case may be, of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification or social security number of the person named also must be indicated. If no such instructions are given, such Old Notes not exchanged will be returned to the name and address or the account maintained at DTC, as the case may be, of the person signing this Letter of Transmittal.

6.	Transfer Taxes.

Holders who tender their Old Notes for exchange will not be obligated to pay any transfer taxes in connection therewith. If, however, New Notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Old Notes tendered hereby, or if tendered Old Notes are registered in the name of any person other than the person signing this Letter, or if a transfer tax is imposed for any reason other than the exchange of Old Notes in connection with the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Old Notes specified in this Letter of Transmittal.

7.	Tax Identification Number and Backup Withholding.

An exchange of Old Notes for New Notes generally will not be treated as a taxable exchange or other taxable event for U.S. federal income tax purposes. In particular, no backup withholding or information reporting is required in connection with such an exchange. However, U.S. federal income tax law generally requires that payments of principal and interest on a note to a holder be subject to backup withholding unless such holder provides the payor with such holder’s correct Taxpayer Identification Number (“TIN”) on the Form W-9 below or otherwise establishes a basis for exemption. If such holder is an individual, the TIN is his or her social security number. If the payor is not provided with the current TIN or an adequate basis for an exemption, such tendering

holder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, such holder may be subject to backup withholding in an amount that is currently 28% of all reportable payments of principal and interest.

Certain holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the enclosed Form W-9 for additional instructions.

To prevent backup withholding on reportable payments of principal and interest, each tendering holder of Old Notes must provide its correct TIN by completing the Form W-9 enclosed below, certifying (A) that the TIN provided is correct (or that such holder is awaiting a TIN), (B) that (i) the holder is exempt from backup withholding, (ii) the holder has not been notified by the Internal Revenue Service that such holder is subject to a backup withholding as a result of a failure to report all interest or dividends or (iii) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding and (C) that the holder is a U.S. person (including a U.S. resident alien). If the Old Notes are in more than one name or are not in the name of the actual owner, such holder should consult the General Instructions on Form W-9 for information on which TIN to report. If such holder does not have a TIN, such holder should consult the General Instructions on Form W-9 for instructions on applying for a TIN, and write “applied for” in lieu of its TIN. Note: writing “applied for” on the form means that such holder has already applied for a TIN or that such holder intends to apply for one in the near future. If a holder writes “applied for” on Form W-9, backup withholding at a rate currently of 28% will nevertheless apply to all reportable payments made by such holder. If such a holder furnishes its TIN to the Company within 60 calendar days, however, any amounts so withheld shall be refunded to such holder.

If the tendering holder of Old Notes is a nonresident alien or foreign entity not subject to backup withholding, such holder must give the Company a completed Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding), W-8BEN-E or other appropriate Form W-8. These forms may be obtained from the Exchange Agent or from the Internal Revenue Service’s website, www.irs.gov. If backup withholding applies, the payor will withhold the appropriate percentage (currently 28%) from payments to the payee. Backup withholding is not an additional Federal income tax. Rather, the Federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

8.	Waiver of Conditions.

ABIWW reserves the absolute right to amend or waive any of the conditions to the Exchange Offer enumerated in the Prospectus at any time and from time to time prior to the Expiration Date, except for the condition that the registration statement of which the Prospectus forms a part is not subject to a stop order or any proceedings for that purpose.

9.	Validity of Tenders; No Conditional Tenders.

All questions as to the validity, form, eligibility (including time of receipt) and acceptance for exchange of any tender of Old Notes in connection with the Exchange Offer will be determined by ABIWW, in its sole discretion, and ABIWW’S determination will be final and binding. ABIWW reserves the absolute right to reject any or all tenders not in proper form or the acceptance for exchange of which may, in the opinion of its counsel, be unlawful. AT&T also reserves the absolute right to waive any defect or irregularity in the tender of any Old Notes in the Exchange Offer, and its interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) will be final and binding on all parties. None of ABIWW, the Exchange Agent, the Trustee under ABIWW’s Indenture, or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

that are not validly tendered and as to which the irregularities have not been cured or waived will be returned by the Exchange Agent to the DTC participant who delivered such Old Notes by crediting an account maintained at DTC designated by such DTC participant, in either case promptly after the Expiration Date of the applicable Exchange Offer or the withdrawal or termination of the applicable Exchange Offer.

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Old Notes, by execution of this Letter of Transmittal or, in lieu thereof, a Book-Entry Acknowledgement, shall waive any right to receive notice of the acceptance of their Old Notes for exchange.

10.

Withdrawal.

Tenders may be withdrawn only pursuant to the procedures and subject to the terms set forth in the Prospectus under the caption “The Exchange Offer — Withdrawal of Tenders”.

11.

Requests for Assistance or Additional Copies.

Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent, at the address and telephone number indicated herein.

Form W-9 (Rev. 12-2014)

Page 1

Form W-9

(Rev. December 2014)

Department of the Treasury

Internal Revenue Service

Request for Taxpayer

Identification Number and Certification

Give Form to the

requester. Do not

send to the IRS.

Print or type

See

Specific Instructions

on page 2.

1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.

2 Business name/disregarded entity name, if different from above

3 Check appropriate box for federal tax classification; check only one of the following seven boxes:

4 Exemptions (codes apply only to
certain entities, not individuals; see
instructions on page 3):

Exempt payee code (if any)

Exemption from FATCA reporting
code (if any)

(Applies to accounts maintained
outside the U.S.)

☐

Individual/sole proprietor or
single-member LLC

☐

C Corporation

☐

S Corporation

☐

Partnership ☐ Trust/estate

☐ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) ^u

Note . For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax
classification of the single-member owner.

☐ Other (see instructions) ^u

5 Address (number, street, and apt. or suite no.)

Requester’s name and address (optional)

6 City, state, and ZIP code

7 List account number(s) here (optional)


Part I		Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter.

Social security number

–

Employer identification number

–


Part II		Certification

Under penalties of perjury, I certify that:

The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and

I am a U.S. citizen or other U.S. person (defined below); and

The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions . You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3.


Sign Here		Signature of U.S. person ^u		Date ^u

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Future developments . Information about developments affecting Form W-9 (such as legislation enacted after we release it) is at www. i r s . gov/fw 9 .

Purpose of Form

An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following:

● Form 1099-INT (interest earned or paid)

● Form 1099-DIV (dividends, including those from stocks or mutual funds)

● Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)

● Form 1099-B (stock or mutual fund sales and certain other transactions by brokers)

● Form 1099-S (proceeds from real estate transactions)

● Form 1099-K (merchant card and third party network transactions)

● Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition)

● Form 1099-C (canceled debt)

● Form 1099-A (acquisition or abandonment of secured property)

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.

If you do n o t r e t u rn F orm W - 9 t o t he reque s t er w i th a TI N , y o u m i g h t be subjec t to backup w i t hholding . See Wh a t is b ackup w i t hholding? on page 2.

By signing the filled-out form, you:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income, and

4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting? on page 2 for further information.


		Cat. No. 10231X		Form W-9 (Rev. 12-2014)


Form W-9 (Rev. 12-2014)		Page 2

Note. If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

● An individual who is a U.S. citizen or U.S. resident alien;

● A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States;

● An estate (other than a foreign estate); or

● A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income.

In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States:

● In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity;

● In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and

● In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example . Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.

Backup Withholding

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See Exempt payee code on page 3 and the separate Instructions for the Requester of Form W-9 for more information.

Also see Special rules for p a r t nerships above.

What is FATCA reporting?

The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code on page 3 and the Instructions for the Requester of Form W-9 for more information.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Line 1

You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.

If this Form W-9 is for a joint account, list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9.

a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.

Note. ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application.

b. Sole proprietor or single-member LLC . Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2.

c. Partnership, LLC that is not a single-member LLC, C Corporation, or S Corporation . Enter the entity’s name as shown on the entity’s tax return on line 1 and any business, trade, or DBA name on line 2.

d. Other entities . Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2.

e. Disregarded entity . For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner’s name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner’s name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.


		Cat. No. 10231X		Form W-9 (Rev. 12-2014)


Form W-9 (Rev. 12-2014)		Page 3

Line 2

If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2.

Line 3

Check the appropriate box in line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box in line 3.

Limited Liability Company (LLC) . If the name on line 1 is an LLC treated as a partnership for U.S. federal tax purposes, check the “Limited Liability Company” box and enter “P” in the space provided. If the LLC has filed Form 8832 or 2553 to be taxed as a corporation, check the “Limited Liability Company” box and in the space provided enter “C” for C corporation or “S” for S corporation. If it is a single-member LLC that is a disregarded entity, do not check the “Limited Liability Company” box; instead check the first box in line 3 “Individual/sole proprietor or single-member LLC.”

Line 4, Exemptions

If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space in line 4 any code(s) that may apply to you.

Exempt payee code.

● Generally, individuals (including sole proprietors) are not exempt from backup withholding.

● Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends.

● Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions.

● Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC.

The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4.

1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)

2—The United States or any of its agencies or instrumentalities

3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

4—A foreign government or any of its political subdivisions, agencies, or instrumentalities

5—A corporation

6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession

7—A futures commission merchant registered with the Commodity Futures Trading Commission

8—A real estate investment trust

9—An entity registered at all times during the tax year under the Investment Company Act of 1940

10—A common trust fund operated by a bank under section 584(a)

11—A financial institution

12—A middleman known in the investment community as a nominee or custodian

13—A trust exempt from tax under section 664 or described in section 4947

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.


IF the payment is for . . .		THEN the payment is exempt for . . .
Interest and dividend payments		All exempt payees except for 7
Broker transactions		Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.
Barter exchange transactions and patronage dividends		Exempt payees 1 through 4
Payments over $600 required to be reported and direct sales over $5,000 ¹		Generally, exempt payees 1 through 5 ²
Payments made in settlement of payment card or third party network transactions		Exempt payees 1 through 4

¹	See Form 1099-MISC, Miscellaneous Income, and its instructions.

However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency.

Exemption from FATCA reporting code . The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) written or printed on the line for a FATCA exemption code.

A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37)

B—The United States or any of its agencies or instrumentalities

C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i)

E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i)

F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state

G—A real estate investment trust

H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940

I—A common trust fund as defined in section 584(a)

J—A bank as defined in section 581

K—A broker

L—A trust exempt from tax under section 664 or described in section 4947(a)(1)

M—A tax exempt trust under a section 403(b) plan or section 457(g) plan

Note. You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed.

Line 5

Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns.

Line 6

Enter your city, state, and ZIP code.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on this page), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN . If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.ssa.gov . You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.


		Cat. No. 10231X		Form W-9 (Rev. 12-2014)

Form W-9 (Rev. 12-2014)

Page 4

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, or 5 below indicate otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code earlier.

Signature requirements. Complete the certification as indicated in items 1 through 5 below.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983 . You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983 . You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions . You must sign the certification. You may cross out item 2 of the certification.

4. Other payments . You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions . You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester


	For this type of account:	Give name and SSN of:
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account ¹
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor ²
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee ¹
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner ¹
5.	Sole proprietorship or disregarded entity owned by an individual	The owner ³
6.	Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i)(A))	The grantor ^*
	For this type of account:	Give name and EIN of:
7.	Disregarded entity not owned by an individual	The owner
8.	A valid trust, estate, or pension trust	Legal entity ⁴
9.	Corporation or LLC electing corporate status on Form 8832 or Form 2553	The corporation
10.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
11.	Partnership or multi-member LLC	The partnership
12.	A broker or registered nominee	The broker or nominee
13.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity
14.	Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(i)(B))	The trust

¹	List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

²	Circle the minor’s name and furnish the minor’s SSN.

³	You must show your individual name and you may also enter your business or DBA name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

⁴	List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Sp e c i al rules for partnerships on page 2.

*	Note. Grantor also must provide a Form W-9 to trustee of trust.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

● Protect your SSN,

● Ensure your employer is protecting your SSN, and

● Be careful when choosing a tax preparer.

If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.

Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to p h i s h i n g@ i r s . g o v . You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@ u c e.go v or contact them at w w w . ftc.gov / i d t h e ft or 1-877-IDTHEFT (1-877-438-4338).

Visit IRS.gov to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.


		Cat. No. 10231X		Form W-9 (Rev. 12-2014)