Anheuser-Busch InBev SA/NV (Form: S-8, Received: 11/29/2017 16:48:38)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

Registration Statement No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Anheuser-Busch InBev SA/NV

(Exact Name of Registrant as Specified in Its Charter)

Belgium

None

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification Number)

Brouwerijplein 1,

3000 Leuven, Belgium

(Address of Principal Executive Offices)

Discretionary Restricted Stock Units Programme

Gap Long-Term Incentive Plan for SABMiller Employees

(Full Title of Plans)

Alan Audi

Anheuser-Busch InBev SA/NV

250 Park Avenue

New York, New York 10017

Tel. No.: (212) 573-8800

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

Copies to:

John Horsfield-Bradbury

Sullivan & Cromwell LLP

1 New Fetter Lane

London EC4A 1AN

United Kingdom

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

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

If an emerging growth company, 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. ☐

CALCULATION OF REGISTRATION FEE


Title of Each Class of Securities To Be Registered ⁽¹⁾	Amount To Be Registered ⁽²⁾	Proposed Maximum Offering Price Per Share ⁽³⁾	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee ⁽²⁾
Ordinary shares of Anheuser-Busch InBev SA/NV without nominal value (“ Ordinary Shares ”) (granted pursuant to the Discretionary Restricted Stock Units Programme)	1,136,479	$104.76	$119,057,540.04	$14,822.66
Ordinary Shares (granted pursuant to the Gap Long-Term Incentive Plan for SABMiller Employees)	1,333,366	$104.76	$139,683,422.16	$17,390.59
Total			$258,740,962.20	$32,213.25

(1)

Ordinary Shares may be represented by American Depositary Shares (“ ADSs ”), each of which represents one Ordinary Share and may be evidenced by American Depository Receipts (“ ADRs ”). A separate registration statement on Form F-6. A separate registration statement on Form F-6 (File No. 333-160277) was filed with the Securities and Exchange Commission (the “ Commission ”) 26 June 2009, as amended by Post-Effective Amendment No. 1, filed on 14 September 2009, in respect of Anheuser-Busch InBev SA/NV, a public limited liability company ( société anonyme /naamloze vennootschap ) incorporated in Belgium (“ Old AB InBev ”) and the predecessor of Newbelco SA/NV, a public limited liability company ( société anonyme /naamloze vennootschap ), which has subsequently been re-named Anheuser-Busch InBev SA/NV (“ AB InBev ” or the “ Registrant ”), for the registration of ADSs evidenced by ADRs issuable upon deposit of Ordinary Shares.

(2)

Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “ Securities Act ”), the amount being registered also includes an indeterminate number of Ordinary Shares, which may be issuable under the plans as a result of variations in share capital, share splits, share dividends or similar transactions.

(3)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) of the Securities Act and based on the high and low prices of Ordinary Shares as reported on Euronext Brussels on 24 November 2017, and converted at the cross rate of €1.00 = $1.19, as reported by Bloomberg at 5:00 p.m., New York City time, on 24 November 2017.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the plans covered by this registration statement as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Such documents need not be filed with the Commission either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated herein by reference pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents that AB InBev has filed with the Commission are incorporated in this registration statement by reference and made a part hereof:

•

AB InBev’s Annual Report on Form 20-F for the year ended 31 December 2016 filed with the Commission on 22 March 2017 (“Annual Report”);

•

AB InBev’s Form F-4 (File No. 333-213328) filed with the Commission on 26 August 2016 (the “Form F-4”) solely with respect to any amendment or report filed for the purpose of updating the descriptions of Ordinary Shares and ADSs contained under the headings “Description of Newbelco Ordinary Shares and Newbelco ADSs—Description of the Rights and Benefits Attached to Newbelco Ordinary Shares” and “Description of Newbelco Ordinary Shares and Newbelco ADSs—Description of the Rights and Benefits Attached to Newbelco ADSs” in the Form F-4; and

•

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

26 April 2017, regarding annual shareholders meeting;

5 May 2017, containing AB InBev’s unaudited interim report for the three-month period ended 31 March 2017;

30 June 2017, ABI SAB Group Holding Limited’s unaudited condensed consolidated financial statements as of 30 September 2016 and for the six months ended 30 September 2016 and 2015 and AB InBev Group’s unaudited pro forma condensed combined income statement for the year ended 31 December 2016;

27 July 2017, containing AB InBev’s unaudited interim report for the six-month period ended 30 June 2017;

9 August 2017, regarding the combination of AB InBev’s Russia and Ukraine businesses with Anadolu Efes;

6 September 2017, regarding the pricing of AB InBev’s AUD 1.95 billion aggregate principal amount of senior unsecured notes issued under its Australian Medium Term Notes Programme;

5 October 2017, regarding the completion of the Coca-Cola Beverages Africa transaction;

12 October 2017, regarding the redemption of five series of senior notes due 2018;

26 October 2017, containing AB InBev’s unaudited interim report for the nine-month period ended 30 September 2017; and

13 November 2017, regarding the appointment of Michel Doukeris as Zone President North America, CEO of Anheuser-Busch.

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

All documents filed by AB InBev pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the date hereof and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Reports on Form 6-K that AB InBev furnishes to the Commission subsequent to the date hereof will only be deemed incorporated by reference into this Registration Statement if such Report on Form 6-K expressly states that it is incorporated by reference herein.

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

Item 4. Description of Securities

Please refer to “Description of Newbelco Ordinary Shares and Newbelco ADSs—Description of the Rights and Benefits Attached to Newbelco Ordinary Shares” in the Form F-4 for a description of Ordinary Shares.

Please refer to “Description of Newbelco Ordinary Shares and Newbelco ADSs—Description of the Rights and Benefits Attached to Newbelco ADSs” in the Form F-4 for a description of American Depositary Shares.

Item 5. Interests of Named Experts and Counsel

Not applicable

Item 6. Indemnification of Directors and Officers

Group Coverage and Policy

As the parent company of the Anheuser-Busch InBev Group, AB InBev 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 AB InBev), 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 AB InBev or by shareholders or other third parties in the right of AB InBev. 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 AB InBev 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 AB InBev 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 AB InBev 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, AB InBev has a liability insurance policy that covers all past, present and future directors and officers of AB InBev 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.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits


Exhibit No.		Description

4.1*		Articles of Association of Anheuser-Busch InBev SA/NV (English-language translation) (incorporated by reference to Exhibit 99.4 to the Form 6-K filed with the Commission on 11 October 2016 at 5:07 p.m. EDT ).

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

4.3		Terms and Conditions of the Discretionary Restricted Stock Units Programme (incorporated by reference to Exhibit 4.3 to Anheuser-Busch InBev SA/NV’s Registration Statement on Form S-8 (File No. 333-169272) filed with the Commission on 8 September 2010).

4.4		Terms and Conditions of the Gap Long-Term Incentive Plan for SABMiller Employees.

23.1		Consent of Deloitte Bedrijfsrevisoren / Reviseurs d’Entreprises /BV o.v.v.e. CVBA/ SC s.f.d. SCRL (Zaventem), 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.

23.3		Consent of Deloitte Touche Tohmatsu Auditores Independentes (São Paulo, Brazil), relating to the financial statements of Ambev S.A. for the year ended 31 December 2015.

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

24.2		Power of Attorney of Authorized Representative in the United States.

*		Previously filed.

Item 9. Undertakings

(a)	The undersigned registrant hereby undertakes:

(1)

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

(i)

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

(ii)

to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. 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 Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)

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

provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into the registration statement.

(2)

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

(3)

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

(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.

(c)

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

(d)	The undersigned registrant hereby undertakes that:

(1)

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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.

EXHIBIT INDEX


Exhibit No.		Description

4.1*		Articles of Association of Anheuser-Busch InBev SA/NV (English-language translation) (incorporated by reference to Exhibit 99.4 to the Form 6-K filed with the Commission on 11 October 2016 at 5:07 p.m. EDT ).

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

4.3		Terms and Conditions of the Discretionary Restricted Stock Units Programme (incorporated by reference to Exhibit 4.3 to Anheuser-Busch InBev SA/NV’s Registration Statement on Form S-8 (File No. 333-169272) filed with the Commission on 8 September 2010).

4.4		Terms and Conditions of the Gap Long-Term Incentive Plan for SABMiller Employees.

23.1		Consent of Deloitte Bedrijfsrevisoren / Reviseurs d’Entreprises /BV o.v.v.e. CVBA/ SC s.f.d. SCRL (Zaventem), 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.

23.3		Consent of Deloitte Touche Tohmatsu Auditores Independentes (São Paulo, Brazil), relating to the financial statements of Ambev S.A. for the year ended 31 December 2015.

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

24.2		Power of Attorney of Authorized Representative in the United States.


*		Previously filed.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Leuven, Belgium, on 29 November 2017.


Anheuser-Busch InBev SA/NV

By:		/s/ Jan Vandermeersch
Name:		Jan Vandermeersch
Title:		Global Legal Director Corporate

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 29 November 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

				Member of the Board of Directors
Alexandre Behring
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

* Alan Audi				Authorized Representative in the United States


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

Exhibit 4.4

LOGO

Anheuser-Busch InBev SA/NV

Gap Long-Term Incentive Plan for SABMiller Employees

Relating to Shares of Anheuser-Busch InBev

December 2016

Participants’ Guide

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

Anheuser-Busch InBev Long-Term Incentive Plan

for SABMiller employees

relating to Shares of Anheuser-Busch InBev

Introduction

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

The Plan is intended to provide certain employees of SABMiller and its subsidiaries, as determined by Anheuser-Busch InBev (“ Eligible Employees ”) ordinary shares of Anheuser-Busch InBev, which are traded on Euronext Brussels (with a secondary listing on the Mexico and South Africa stock exchanges) (the “ Shares ”), and to further align the interests of the Eligible Employees with those of Anheuser-Busch InBev.

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

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

•

How is the Plan administered?

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

The Board of Directors is currently composed of three independent directors, nine members appointed by the Stichting Anheuser-Busch InBev (a foundation organised under the laws of the Netherlands, which represents an important part of the interests of the controlling shareholder group of Anheuser-Busch InBev) and three members appointed by the restricted shareholders in accordance with the terms of Anheuser-Busch InBev’s articles of association. The Board of Directors appoints the members of the Committee from amongst its members.

The Board of Directors may unilaterally modify the practical and/or accessory terms of the Plan at any time. The Board of Directors may also unilaterally modify the Terms and

Conditions of the Plan when such modifications are required to comply with any change in legislation. In addition, the Board of Directors may unilaterally modify the Terms and Conditions of the Plan in any and all other circumstances, provided that such modifications do not adversely affect the rights of the Participants in respect of Options that were granted prior to such modifications. However, shareholders’ approval of any amendment will be obtained to the extent necessary to comply with Section 422 of the Code (relating to Incentive Stock Options) or any other applicable law, regulation or stock exchange listing requirements.

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

•

Who may participate in the Plan?

The Plan rules allow the Committee to select any employees of SABMiller and its subsidiaries (at the time of the business combination with Anheuser-Busch InBev SA/NV) in its sole discretion as “Eligible Employees” to whom Options may be offered. All such employees who have been informed by their local People Department that they are “Eligible Employees” qualify to participate in the Plan.

•

What securities are offered under the Plan?

•

What do I have to do to participate in the Plan?

There are three main steps in the participation process:

(i)

you receive from Anheuser-Busch InBev an Offer Letter, which can be in electronic form, informing you that you are an Eligible Employee. This letter also indicates the number of Options offered to you by Anheuser-Busch InBev and their Exercise Price;

(ii)

you decide whether or not you wish to participate in the Plan – you have three choices: (i) you accept all the Options, (ii) you accept only part of the Options or (iii) you refuse all the Options;

(iii)

once you have made your choice, you should complete and return/submit your Acceptance Form (which can, in certain situations, be an on-line form to be completed directly on the Anheuser-Busch InBev intranet or on the secured LTI Website mentioned in the Offer Letter) in accordance with the instructions contained in the Offer Letter.

•

Will I have to pay something to participate in the Plan?

You do not have to pay anything to Anheuser-Busch InBev to participate in the Plan. Anheuser-Busch InBev will bear the costs related to the set-up of the Plan. However, Participants have to pay the Exercise Price when they decide to exercise the Options.

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

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

•

What will the Option exercise price be?

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

•

Do I need to open a securities account to participate in the Plan?

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

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

•

How can I get information on my portfolio of Options?

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

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

•

When can I exercise my Options?

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

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

•

How can I exercise my Options?

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

The methods of exercise are the following:

(i)

Regular exercise

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

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

Exercise Price from a bank account which is not denominated in euros, please make sure that you give the right instructions to your bank so that a net amount in euros that is equal to your Exercise Price effectively reaches the bank account of Anheuser-Busch InBev in due time. All costs related to the transfer of your Exercise Price to Anheuser-Busch InBev in Belgium (e.g. foreign exchange commission or international bank transfer fees) will have to be borne by you.

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

(ii)

Cashless exercise

In Anheuser-Busch InBev’s sole discretion, it may also set up a mechanism whereby you may finance the exercise of your Options through a cashless exercise.

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

•

What happens if I do not exercise my Options?

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

•

What happens to my Options and Shares if I leave Anheuser-Busch InBev?

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

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

If your employment terminates due to Dismissal (other than Dismissal for Serious Cause), Retirement or Redundancy, following injury, ill-health or disability or due to Outsourcing or Divestiture :

(i)

all Options that were not exercisable on the date of the end of employment will be treated as follows:

(a)

a pro-rata portion of your Options will become immediately and unconditionally exercisable until the expiry of a 12-month period starting on the day following the date of the end of employment;

(b)

the remaining Options will be automatically void;

(ii)

all Options that were exercisable on the date of the end of employment may be exercised until the expiry of a 12-month period starting on the day following the date of the end of employment.

If your employment terminates due to Resignation or Dismissal for Serious Cause , all Options, whether or not exercisable on the date of the end of employment, will be automatically void (except to the extent that Options were exercised before the date of the end of employment in accordance with the Terms and Conditions).

If your employment terminates due to your death , your Options that were not exercisable at that time will become immediately exercisable and, together with all Options that are exercisable at that time, will remain exercisable until the expiry of a 12-month period starting on the day following your death.

•

Can I transfer my stock options?

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

•

What rights and obligations attach to Anheuser-Busch InBev Shares?

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

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

•

What does it mean to participate in the Plan?

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

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

•

Incorporation of certain documents by reference

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

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

(i)

Anheuser-Busch InBev’s Annual Report on Form 20-F (File No. 001-34455) filed in the US with the SEC on 14 March 2016; and

(ii)

all documents filed by Anheuser-Busch InBev in the US under Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) since 31 December 2015.

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

•

How can I obtain additional information?

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

Terms and Conditions

1	Definitions

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


Acceptance Form		the form whereby an Eligible Employee accepts all or part of the Options or refuses the Options, to be completed by the Eligible Employee in paper format and/or in electronic format on the LTI Website or on the Anheuser-Busch InBev intranet, as indicated in the Offer Letter;

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

Anheuser-Busch InBev Group		Anheuser-Busch InBev and its subsidiaries;

Banking Day		any day other than a Saturday, a Sunday or a public holiday in Belgium and in the United States, on which banks in Belgium and in the United States are open for business;

Board of Directors		the board of directors of Anheuser-Busch InBev;

Code		the US Internal Revenue Code of 1986, as amended;

Code of Dealing		the Anheuser-Busch InBev Code of Dealing, as amended from time to time;

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

Committee		the Remuneration Committee of Anheuser-Busch InBev;

Data Controller		shall have the meaning ascribed to it in Section 20.1 of these Terms and Conditions;

Data Processor		shall have the meaning ascribed to it in Section 20.4 of these Terms and Conditions;

Dismissal		termination of employment by SABMiller, Anheuser-Busch InBev or any of their subsidiaries, excluding any termination of employment due to a transfer within the Anheuser-Busch InBev Group.

Dismissal for Serious Cause		termination of employment for serious cause (as defined in relevant local law or, if no such definition exists, as determined by the Chief People Officer – or any other person designated by the Chief People Officer – in his sole discretion) by SABMiller, Anheuser-Busch InBev or any of their subsidiaries;


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

Eligible Employee		an employee of SABMiller or its subsidiaries (at the time of the business combination with Anheuser-Busch InBev) who received an Offer Letter;

Exchange Act		the Securities Exchange Act of 1934, as amended;

Exercise Form		the form whereby a Participant notifies Anheuser-Busch InBev or any third party designated by Anheuser-Busch InBev to that effect of his/her decision to exercise all or part of his/her Options in accordance with Section 7.4, to be completed by the Participant in paper format and/or in electronic format on the LTI Website, as the case may be;

Exercise Period		the period defined as such in the Offer Letter;

Exercise Price		the price per Option that a Participant must pay for the exercise of his/her Options, as set out in the Offer Letter;

Expiry Date		the last day of the Exercise Period;

Fair Market Value		on a particular date shall be (i) the opening sale price per Share during normal trading hours on the national securities exchange on which the Share is principally traded for such date or the closing sale price per Share on the last preceding date on which there was a sale of such Share on such exchange, (ii) if the Shares are then traded in an over-the-counter market, the average of the closing bid and asked prices for the Shares during normal trading hours in such over-the-counter market for such date or the last preceding date on which there was a sale of such Shares in such market, or (iii) if the Shares are not then listed on a national securities exchange or traded in an over-the-counter market, such value as the Committee, in its sole discretion, shall determine;

Incentive Stock Option (“ISO”)		an Option that is intended to qualify for special federal income tax treatment pursuant to Sections 421 and 422 of the Code (or a successor provision thereof) and which is so designated in the applicable Offer Letter. Under no circumstances shall any Option that is not specifically designated as an Incentive Stock Option be considered an Incentive Stock Option;

Leave of Absence		a leave of absence authorised by the Participant’s employer for any reason;

LTI Website		the secured internet website referred to in the Offer


		Letter (and any successor thereof) through which a Participant can accept/refuse the Options offered to him/her, monitor his/her portfolio of Options and exercise his/her Options;

Non-Qualified Stock Option (“NQSO”)		an Option that is not designated in the applicable Offer Letter as an Incentive Stock Option and is not intended to qualify for special federal income tax treatment;

Offer Date		the date of the Offer Letter;

Offer Letter		the notification, in paper format (letter) and/or in electronic format (e-mail), as determined by Anheuser-Busch InBev, whereby Anheuser-Busch InBev offers Options to an Eligible Employee;

Offer Period		the period defined as such in the Offer Letter;

Option		the right to purchase from Anheuser-Busch InBev one existing Share in accordance with these Terms and Conditions, which has been offered to an Eligible Employee and which has been accepted by the Eligible Employee through the sending of an Acceptance Form to Anheuser-Busch InBev in due time;

Outsourcing		a situation whereby (i) a Participant is dismissed by SABMiller, Anheuser-Busch InBev or any of their subsidiaries in the framework of a collective dismissal (in the meaning of and as defined under applicable local law according to the jurisdiction of the Participant) and is re-employed, together with the other persons who have been likewise dismissed, by a third-party company which is not an affiliate of Anheuser-Busch InBev and which provides services to Anheuser-Busch InBev; or (ii) a Participant is transferred by SABMiller, Anheuser-Busch InBev or any of their subsidiaries in the framework of applicable local law, implementing the European Union Council Directive 2001/23/EC of 12 March 2001 or its equivalent in the jurisdiction of the Participant, to a third-party company which is not an affiliate of Anheuser-Busch InBev and which provides services to Anheuser-Busch InBev;

Participant		any Eligible Employee who has completed and returned an Acceptance Form in accordance with Section 5.2 and who has accepted all or part of the Options, or any Successor to whom Options have been transferred in accordance with these Terms and Conditions;

Personal Data		shall have the meaning ascribed to it in Section 20.2 of these Terms and Conditions;

Plan		the Anheuser-Busch InBev Long-Term Incentive Plan;



Pro-Rata Formula	PRO =	HO×M
	PRO =	36
	where:

	PRO	means the number of Options that will remain in full force and effect following the termination of employment, rounded to the closest whole number

	HO	means the number of Options held by the Participant immediately prior to the termination of employment

	M	means the number of full calendar months of employment of the Participant within the Anheuser-Busch InBev Group during the period from 1 December 2016 until the date of termination of employment;

Redundancy	as defined under the law governing the employment of the Participant;

Resignation	termination of employment by a Participant with SABMiller, Anheuser-Busch InBev or any of their subsidiaries, excluding any termination of employment due to a transfer within the Anheuser-Busch InBev Group;

Retirement	as defined under the law governing the employment of the Participant;

SABMiller	SABMiller Limited, with its registered office at AB InBev House, Church Street West, Woking, Surrey, GU21 6HS, United Kingdom;

SEC	the US Securities and Exchange Commission;

Share	an ordinary share of Anheuser-Busch InBev (ISIN: BE0974293251);

Shareholders’ Meeting	the shareholders’ meeting of Anheuser-Busch InBev;

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

Trading Day	any day on which the regulated market of Euronext Brussels and the New York Stock Exchange are open for trading.

2	Approval of the Plan Documentation

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

3	Persons Eligible for Options

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

4	Shares Available for Options

The number of Options to be granted under the Plan between 15 December 2016 and 15 December 2017 shall not exceed 1,750,000. The underlying Shares may be issued Shares held in Anheuser-Busch InBev’s treasury or acquired by Anheuser-Busch InBev for the purposes of the Plan. Any Shares delivered by Anheuser-Busch InBev, any Shares with respect to which Options are granted by Anheuser-Busch InBev and any Shares with respect to which Anheuser-Busch InBev becomes obliged to grant as Options, through the assumption of, or in substitution for, outstanding options previously granted by an acquired entity, shall not be counted against the Shares available for Options under this Plan.

5	Acceptance of the Options

5.1

Full or partial acceptance

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

5.2

Mode of acceptance

5.2.1

General

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

5.2.2

Electronic acceptance

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

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

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

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

5.2.3

Paper-form acceptance

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

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

6	Transferability

Except for transfers as a result of death (see Section 8.2 below), Options may not be transferred or encumbered with any security, pledge or other right, or otherwise pass to any third party.

7	Exercise of the Options

7.1

Exercise Price

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

7.2

Exercise Period

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

7.3

Exercise limitations

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

7.4

Terms of exercise

7.4.1

General

(i)

An Option will be deemed exercised upon receipt by Anheuser-Busch InBev, or any other person designated to that effect by Anheuser-Busch InBev, at any time during the Exercise Period (but not later than 11.59 p.m. Brussels time on the Expiry Date) of the following:

(a)

a duly completed Exercise Form explicitly mentioning the number of Options being exercised by the Participant; and

(b)

any other statements and documents that the Chairman of the Board of Directors, the Committee or any other person designated to that

effect by the Committee deems necessary or desirable in order to comply with all applicable legal and regulatory provisions.

(ii)

The exercise of the Options will be processed by Anheuser-Busch InBev, or by any person or entity designated for this purpose by Anheuser-Busch InBev, as soon as administratively and/or legally possible.

7.4.2

Regular exercise

(i)

Full payment of the Exercise Price (as well as related costs, taxes and duties, if any) must reach Anheuser-Busch InBev at the latest 10 Banking Days after the date of exercise, in the manner indicated on the Exercise Form and/or the LTI Website. Transfer of ownership of the Shares will occur following receipt by Anheuser-Busch InBev of the Exercise Price (as well as related costs, taxes and duties, if any).

(ii)

If the Participant fails to pay the Exercise Price within the timeframe provided in Section 7.4.2(i), Anheuser-Busch InBev will, at its sole discretion, be authorized to cancel the exercise of the Options.

7.4.3

Cashless exercise

(i)

Anheuser-Busch InBev may, at its sole discretion, set up a mechanism of cashless exercise whereby a Participant may elect to simultaneously exercise Options and sell the Shares underlying the exercised Options. In that case, the Exercise Price will be paid to Anheuser-Busch InBev from the proceeds of the sale of the Shares, in accordance with Section 7.4.3(iii).

(ii)

By opting for a cashless exercise, the Participant irrevocably:

(a)

where relevant, instructs Anheuser-Busch InBev to appoint a financial intermediary to sell the Shares underlying the exercised Options on the market; and

(b)

instructs Anheuser-Busch InBev to: (i) deliver, on the Participant’s behalf, the Shares underlying the exercised Options to such financial intermediary for their sale on the market; and (ii) collect from that financial intermediary the proceeds of the sale of those Shares.

(iii)

Following the delivery of the Shares by Anheuser-Busch InBev to the financial intermediary, the obligation of Anheuser-Busch InBev to deliver Shares (or the sale proceeds thereof) to the Participant will be set off against the obligation of the Participant to pay the Exercise Price to Anheuser-Busch InBev. Any amount in excess of the Exercise Price collected by Anheuser-Busch InBev, after payment of all applicable costs, fees and taxes due by the Participant as a result of the cashless exercise will be transferred to the Participant after the effective sale of the Shares, without accruing any interest. If payments are processed through your employer, payments may be made on the same schedule as payroll payments and therefore may occur after a reasonable delay, without accruing any interest.

8	Situation upon Termination of Service

8.1

Ordinary rules

This Section 8.1 shall apply if the employment of a Participant ends for any of the following reasons:

(i)

Dismissal (other than Dismissal for Serious Cause);

(ii)

Retirement;

(iii)

Redundancy;

(iv)

termination of employment following injury, ill-health or disability, in each case as established to the satisfaction of Anheuser-Busch InBev;

(v)

Outsourcing; or

(vi)

Divestiture.

In case of termination of employment for any of the above listed reasons:

(i)

all Options which were not exercisable under Section 7.2 above on the date of the end of employment will be subject to the following rules:

(a)

a portion of these Options will become immediately and unconditionally exercisable, but only during a 12-month period starting on the day following the date of the end of employment; the portion of Options that will remain in full force and effect as indicated above will be calculated by Anheuser-Busch InBev on the basis of the Pro-Rata Formula; and

(b)

the remaining Options will automatically expire and become null and void; and

(ii)

all Options which, on the date of the end of employment, were exercisable according to Section 7.2 above may be exercised, but only during a 12-month period starting on the day following the date of the end of employment.

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

8.2

Resignation and Dismissal for Serious Cause

In case of Resignation or Dismissal for Serious Cause of a Participant:

(i)

all Options which were not exercisable under Section 7.2 above on the date of the end of employment will automatically expire and become null and void; and

(ii)

all Options which, on the date of the end of employment, were exercisable according to Section 7.2 above will automatically expire and become null and void, unless they were exercised before the date of the end of employment.

The rules set out above shall apply notwithstanding any recourse that might be introduced by a Participant against Dismissal for Serious Cause.

8.3

Death

In case of death of a Participant:

(i)

all Options which were not exercisable under Section 7.2 above on the date of death of the Participant, will become immediately and unconditionally exercisable (in the case of death, by the Successors), but only during a 12-month period starting on the day following the death of the Participant; and

(ii)

all Options which, on the date of death of the Participant, were exercisable according to Section 7.2 above may be exercised by the Successors, but only during a 12-month period starting on the day following the death of the Participant.

8.4

Treatment of ISOs

ISOs shall be treated as NQSOs if they are exercised later than three (3) months after a Participant’s termination of employment. If Section 8.1 applies with respect to ISOs upon the disability of a Participant and the disability is as described in Section 22(e)(3) of the Code, such ISOs shall be treated as NQSOs if they are exercised later than one (1) year after termination of employment. If the disability is not as described in Section 22(e)(3), such ISOs shall be treated as NQSOs if they are exercised later than three (3) months after termination of employment.

8.5

Leave of Absence

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

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

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

9	Special Rules for Incentive Stock Options

9.1

To the extent that the aggregate Fair Market Value (determined as of the time the Option is granted) of the stock with respect to which ISOs granted under the Plan and all other plans of Anheuser-Busch InBev are first exercisable by any Participant during any calendar year shall exceed the maximum limit (currently USD 100,000) imposed from time to time under

Section 422 of the Code, such Options shall be treated as NQSOs, taking Options into account in the order in which they are granted.

9.2

Notwithstanding Section 3, to the extent required under Section 422 of the Code, an ISO may not be granted under the Plan to a Participant who, at the time the Option is granted, owns stock possessing more than 10% of the total combined voting power of all classes of stock of his or her employer corporation or of its parent or subsidiary corporations (as such ownership may be determined for purposes of Section 422(b)(6) of the Code) unless (i) at the time such ISO is granted the Exercise Price is at least 110% of the Fair Market Value of the Shares subject thereto and (ii) the ISO by its terms is not exercisable after the expiration of five (5) years from the date granted.

9.3

To the extent that an ISO fails to meet any of the requirements of Section 422 of the Code, it shall cease to be an ISO but shall, from the date of the failure, continue in effect as a NQSO.

10	Amendment to the Capital Structure and Anti-dilution Measures

10.1

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

10.2

In the event that such corporate changes would have an unfavourable effect on the Options, the Exercise Price and/or the number of Options and/or the number of Shares to which the Options give rights will be adjusted for the purpose of safeguarding the interests of the holders of Options, as determined at the sole discretion of the Board of Directors, subject to any required action by the Shareholders’ Meeting; provided, however, that with respect to ISOs, any such adjustment shall be made in accordance with Section 424 of the Code. The terms of such adjustment will be communicated to the Participants in due time.

10.3

In the event that Anheuser-Busch InBev would be merged into another company, the rights and obligations of Anheuser-Busch InBev under the Plan will automatically be transferred to the absorbing company and the Options will no longer give the Participants the right to purchase Shares, but instead the right to purchase shares of the absorbing company. The number of shares of the absorbing company to which each Option will give right and the exercise price thereof will be determined at the sole discretion of the Board of Directors and communicated to the Participants in due time; provided, however, that with respect to ISOs, any such assumption shall be made in accordance with Section 424 of the Code.

11	Nature and Characteristics of the Shares

11.1

General

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

11.2

Dividends

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

11.3

Transferability

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

12	Expenses and Taxes

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

13	Administration of the Plan

13.1

Delegation to the Committee

13.1.1

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

13.1.2

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

13.2

(Sub-)delegation to any third party

13.2.1

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

13.2.2

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

13.3

Limitation of liability

Neither Anheuser-Busch InBev nor any member of the Board of Directors or the Committee shall be liable for:

(i)

any action or determination made in good faith with respect to the Plan; or

(ii)

any action or determination with respect to the Plan or ISOs granted under the Plan that results in the Plan or such ISOs (individually or entirely) failing to meet the requirements of Section 422 of the Code.

14	Notification Upon Disqualifying Disposition of ISO

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

(i)

two years after the ISO Offer Date; or

(ii)

one year from the issue or transfer of Shares to the Participant upon exercise,

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

15	Electronic Register, Electronic Evidence and Consent to Electronic Delivery

15.1

Electronic options register

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

15.2

Electronic evidence

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

15.3

Consent to electronic delivery

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

his/her employment. Participants may obtain paper copies of any such information by submitting a request to receive paper copies to his/her People Department.

16	Matrimonial Regime

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

Death

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

18	Modification to the Terms and Conditions

The Board of Directors or the Committee may unilaterally modify at any time the practical and/or accessory modalities of the Terms and Conditions.

It may also unilaterally modify the Terms and Conditions when such modifications are required to comply with any change in legislation.

In addition, the Board of Directors may unilaterally modify the Terms and Conditions in any and all other circumstances, provided that such modifications do not adversely affect the rights of the Participants in respect of Options that were granted prior to such modifications.

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

Where the Board of Directors or the Committee has determined that a delivery of Shares under the Plan would be prohibited by (or unreasonably difficult under) any law, rule or regulation in any jurisdiction, it may decide (at any time) not to deliver Shares to the relevant Participants upon exercise and to pay an amount in cash equal to the Fair Market Value, on the date of exercise, of the Shares to which such Participants are entitled, less the corresponding Exercise Price and less any withholding in accordance with Clause 12. Such payment will take place in the currency determined by the Board of Directors or the Committee.

19	Nature of the Plan

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

(i)

the acquisition of Shares by the Participant is unrelated to his occupational pension rights or pension claims, so that this acquisition cannot affect these occupational pension rights and claims;

(ii)

the Plan, the Offer Letter and the Acceptance Form or any other document relating to the Plan do not confer upon the Participant any right to continued employment for any period of specific duration or interfere with or otherwise restrict in any way

the rights of SABMiller, Anheuser-Busch InBev or any of their subsidiaries to terminate the Participant’s employment according to the applicable regulations in respect of termination thereof; and

(iii)

the grant of Options cannot be considered as a right acquired for the future.

20	Privacy and Processing of Personal Data

To enable the proper set-up and management of the Plan and the Options register, personal information about each Participant will need to be collected and used. This Section 20 sets out the obligations of Anheuser-Busch InBev and the rights of Participants regarding this collection and use, and provides the legally required information in this respect.

20.1

Identity of the person responsible for your Personal Data

Anheuser-Busch InBev is the so-called “ Data Controller ”, which is responsible for the collection and use of Personal Data necessary to set-up and manage the Plan and the Options register of Anheuser-Busch InBev in electronic form.

20.2

Nature of the Personal Data

The following items of information relating to the Participants will be collected and used:

(i)

his/her identification data (e.g. name, private or professional contact details);

(ii)

electronic identification data;

(iii)

personal characteristics (e.g. date of birth, gender, nationality);

(iv)

financial data (e.g. details regarding bank account);

(v)

employment data (e.g. mobility, start date);

(vi)

details of all rights and other entitlement to Shares awarded, cancelled, vested, unvested or outstanding,

together, the “ Personal Data ”.

20.3

Why and how Personal Data is collected and used

The Personal Data will either be collected via the Acceptance Form and the Exercise Form or extracted from Anheuser-Busch InBev’s SAP system or employment management tools. It will be used exclusively for the purposes of the administration of the Plan and the maintenance of the Options register of Anheuser-Busch InBev in electronic form.

20.4

Other persons having access to the Personal Data and purpose thereof

The Data Controller can transfer the Personal Data to the following categories of recipients:

(i)

third party service providers designated by the Data Controller to collect or use Personal Data on behalf of the Data Controller in accordance with this Section 20 for the purpose of implementing, administrating and managing the Plan and the Options register in electronic form (“ Data Processors ”);

(ii)

the employer of the Participant for the above purposes;

(iii)

regulatory authorities for the purpose of complying with legal obligations in connection with the Plan; and

(iv)

any member of the Anheuser-Busch InBev Group.

Such recipients may be located in jurisdictions outside the European Economic Area (EEA) that may not provide an adequate level of personal data protection. The Data Controller relies upon the consent of the Participant to transfer the data to such jurisdictions, his/her consent in this respect being requested at the time of signature of the Acceptance Form and/or its submission through the LTI Website.

20.5

Legal basis allowing Anheuser-Busch InBev to collect and use Personal Data

Through his/her signature of the Acceptance Form and/or its submission through the LTI Website, the Participant gives his/her consent to the collection and processing of his/her Personal Data as described in this Section 20. This consent will be relied upon by the Data Controller as the justification for collecting and using Personal Data.

20.6

Rights of the Participants

The Participant can exercise his/her right to request access to and rectification or erasure of his/her Personal Data or restriction of processing concerning the Participant or to object to processing as well as the right to data portability by sending a written and signed request to the contact person identified in the Acceptance Letter.

The Participants may withdraw their consent for the processing of their Personal Data in the context of the Plan at any time, but should be aware that such processing is a prerequisite for further participation to the Plan and that the Data Controller may still need to process Personal Data after such withdrawal of consent to comply with its legal obligations and/or its contractual obligations towards the Participants under the Plan. Such withdrawal will not affect the lawfulness of processing based on consent before its withdrawal.

Finally, if Participants are not satisfied with how Anheuser-Busch InBev processes their Personal Data, they have the right to make a complaint to the Belgian Privacy Commission, which can be contacted online via its website www.privacycommission.be.

20.7

Storage period of the Personal Data

Personal Data will be stored for a period of five (5) years after the termination of the Plan.

21	Effective Date and Term of Plan

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

22	Severability

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

23	Applicable Law – Competent Court

The Options, the Shares and these Terms and Conditions are governed by Belgian law. The courts of Brussels will have exclusive jurisdiction for any dispute relating thereto.

Exhibit 23.1

LOGO

Deloitte Bedrijfsrevisoren /

Réviseurs 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 S-8 of our reports dated March 22, 2017, relating to the 2016 consolidated financial statements and the retrospective adjustments to the 2015 and 2014 consolidated 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 Anheuser-Busch InBev SA/NV’s Annual Report on Form 20-F for the year ended December 31, 2016.

Zaventem, 29 November 2017

/s/ Joël Brehmen

DELOITTE Bedrijfsrevisoren / Réviseurs d’Entreprises

BV o.v.v.e. CVBA / SC s.f.d. SCRL

Represented by Joël Brehmen

Deloitte Bedrijfsrevisoren / Réviseurs d’Entreprises

Burgerlijke vennootschap onder de vorm van een coöperatieve vennootschap met beperkte aansprakelijkheid /

Société civile sous forme d’une société coopérative à responsabilité limitée

Registered Office: Gateway Building, Luchthaven Nationaal 1 J, B-1930 Zaventem

VAT BE 0429.053.863 - RPR Brussel/RPM Bruxelles - IBAN BE 17 2300 0465 6121 - BIC GEBABEBB

Member of Deloitte Touche Tohmatsu Limited

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated 14 March 2016 relating to the financial statements (which includes an explanatory paragraph regarding retrospective adjustments to the 2015 and 2014 consolidated financial statement disclosures on segment information), which appears in Anheuser-Busch InBev SA/NV’s Annual Report on Form 20-F for the year ended 31 December 2016.

PricewaterhouseCoopers Bedrijfsrevisoren BCVBA

Represented by

/s/Koen Hens

Koen Hens

Bedrijfsrevisor

Sint-Stevens-Woluwe, Belgium

29 November 2017

Exhibit 23.3


		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 consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 22, 2017, relating to the consolidated financial statements as of and for the year ended December 31, 2015, of Ambev S.A. and subsidiaries (the “Company”), which appears 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.

São Paulo, Brazil

November 29, 2017

/s/DELOITTE TOUCHE TOHMATSU

Auditores Independentes

THIS DOCUMENT MUST BE DESTROYED OR RETURNED TO DELOITTE TOUCHE TOHMATSU AUDITORES INDEPENDENTES AND IT MUST NOT BE REPRODUCED OR DISTRIBUTED IN ANY FORM WITHOUT PERMISSION

Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (“DTTL”), its network of member firms, and their related entities. DTTL and each of its member firms are legally separate and independent entities. DTTL (also referred to as “Deloitte Global”) does not provide services to clients. Please see www.deloitte.com/about for a more detailed description of DTTL and its member firms.

Deloitte provides audit, consulting, financial advisory, risk management, tax and relates services to public and private clients spanning multiple industries. Deloitte serves four out of five Fortune Global 500 ^® companies through a globally connected network of member firms in more than 150 countries bringing world-class capabilities, insights, and high-quality service to address clients’ most complex business challenges. To learn more about how Deloitte’s approximately 225,000 professionals make an impact that matters, please connect with us on Facebook, LinkedIn or Twitter.

Exhibit 24.1

POWER OF ATTORNEY

Reference is hereby made to the proposed registration by Anheuser-Busch InBev SA/NV (“ ABI ”) under the US Securities Act of 1933, as amended (the “ Securities Act ”), of ordinary shares of ABI, without nominal value, and American Depositary Shares, evidenced by American Depositary Receipts, each representing one ordinary share without nominal value, in each case to be offered and sold by ABI (the “ Securities ”) pursuant to certain current and future employee share plans, if any, established for the benefit of employees of ABI and its subsidiaries. Such Securities have or will be registered on one or more registration statements on Form S-8 (each such registration statement, a “ Registration Statement ”) filed with the US Securities and Exchange Commission (the “ SEC ”).

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

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

[ Remainder of this page left intentionally blank .]


Date: 13 December 2016		By: /s/ Carlos Brito

		Carlos Brito Chief Executive Officer Anheuser-Busch InBev SA/NV

Date: 13 December 2016		By: /s/ Felipe Dutra

		Felipe Dutra Chief Financial Officer Anheuser-Busch InBev SA/NV

Date: 13 December 2016		By: /s/ Olivier Goudet

		Olivier Goudet Chairman of the Board of Directors Anheuser-Busch InBev SA/NV

Date: 13 December 2016		By: /s/ Paul Cornet de Ways Ruart

		Paul Cornet de Ways Ruart Member of the Board of Directors Anheuser-Busch InBev SA/NV

Date: 13 December 2016		By: /s/ Stéfan Descheemaeker

		Stéfan Descheemaeker Member of the Board of Directors Anheuser-Busch InBev SA/NV

Date: 13 December 2016		By: ________________

		M. Michele Burns Member of the Board of Directors Anheuser-Busch InBev SA/NV

Date: 13 December 2016		By: ________________

		Paulo Alberto Lemann Member of the Board of Directors Anheuser-Busch InBev SA/NV


Date: 13 December 2016		By: /s/ Grégoire de Spoelberch

		Grégoire de Spoelberch Member of the Board of Directors Anheuser-Busch InBev SA/NV

Date: 13 December 2016		By: ________________

		Marcel Herrmann Telles Member of the Board of Directors Anheuser-Busch InBev SA/NV

Date: 13 December 2016		By: /s/ Alexandre Van Damme

		Alexandre Van Damme Member of the Board of Directors Anheuser-Busch InBev SA/NV

Date: 13 December 2016		By: /s/ Carlos Alberto Sicupira

		Carlos Alberto Sicupira Member of the Board of Directors Anheuser-Busch InBev SA/NV

Date: 13 December 2016		By: ________________

		Alexandre Behring Member of the Board of Directors Anheuser-Busch InBev SA/NV

Date: 13 December 2016		By: /s/ Elio Leoni Sceti

		Elio Leoni Sceti Member of the Board of Directors Anheuser-Busch InBev SA/NV

Date: 13 December 2016		By: ________________

		Maria Asuncion Aramburuzabala Member of the Board of Directors Anheuser-Busch InBev SA/NV


Date: 13 December 2016		By: /s/ Martin J. Barrington

		Martin J. Barrington Member of the Board of Directors Anheuser-Busch InBev SA/NV

Date: 13 December 2016		By: /s/ William F. Gifford, Jr.

		William F. Gifford, Jr. Member of the Board of Directors Anheuser-Busch InBev SA/NV

Date: 13 December 2016		By: /s/ Alejandro Santo Domingo Dávila

		Alejandro Santo Domingo Dávila Member of the Board of Directors Anheuser-Busch InBev SA/NV

Exhibit 24.2

POWER OF ATTORNEY

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

[ Remainder of this page left intentionally blank .]

Date: 29 November 2017

By: /s/ Alan Audi

Name: Alan Audi

Title: Authorized Representative in the United States