Announcement of Consent Solicitation

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

6 May 2016

ANHEUSER-BUSCH INBEV SA/NV ANNOUNCES PARTICIPATION SOLICITATION

Anheuser-Busch InBev SA/NV

(a public limited liability company with registered office at Grand-Place/Grote Markt 1, 1000 Brussels, Belgium)
(the "Company")

announces invitation to the holders of each Series of the Notes listed below (each a "Series" and together the "Notes")

to consent to certain modifications of the terms and conditions (the "Conditions") of the relevant Series in connection with the proposed combination of the Company with SABMiller plc ("SABMiller"), by approving a resolution of the holders of such Series (the "Resolution"), all as further described in the participation solicitation memorandum dated 6 May 2016 prepared by the Company (the "Participation Solicitation Memorandum" and such invitation, the "Participation Solicitation"). Capitalised terms used in this announcement and not otherwise defined shall have the meanings given to them in the Participation Solicitation Memorandum.

Background to the Participation Solicitation

On 11 November 2015, the boards of the Company and SABMiller announced that an agreement had been reached on the terms of a recommended acquisition of the entire issued and to be issued share capital of SABMiller by the Company (the "Combination").

The Combination will be implemented by means of the acquisition of SABMiller by Newbelco ("Newbelco") (a Belgian public limited liability company (société anonyme/naamloze vennootschap) incorporated on 3 March 2016 for the purposes of the Combination). The Company will also merge into Newbelco so that, following completion of the Combination, Newbelco will be the new holding company for the combined group. 

For the avoidance of doubt, the approval of the relevant Resolution in respect of a particular Series by the holders of the relevant Notes is not a condition precedent to the Combination.

Key Terms and Conditions of the Participation Solicitation

Proposed Amendments

The Company has issued several series of notes pursuant to the 2016 Conditions (as defined below) as part of the financing of the Combination and the Company is concerned to ensure that all of its Noteholders are treated on a consistent basis, and to this end is seeking to align the Conditions with the terms and conditions set out in the base prospectus dated 13 January 2016 under its €40,000,000,000 Euro Medium Term Note Programme (the "2016 Conditions") to allow for the Combination and to enter into Amended and Restated Final Terms in respect of each Series of Notes in order to effect this alignment, all as further described in the Participation Solicitation Memorandum.

Participation Fee

Pursuant to the Participation Solicitation, each Noteholder from whom a valid Block Voting Instruction or Meeting Notification (together with a Voting Certificate) in respect of the relevant Resolution is received by the Tabulation Agent by 5:00 p.m. (CET) on 24 May 2016 (such time and date with respect to each Series, as the same may be extended, the "Early Instruction Deadline") and who has, in the case of a Meeting Notification, effectively voted at the relevant Meeting on the relevant Resolution in person or through its representative, shall be entitled to receive from the Company a Participation Fee equal to 0.15 per cent. of the nominal amount of the Notes in respect of which such Noteholder has validly voted, subject to the relevant Resolution being passed at the relevant Meeting, the related Adjourned Meeting or after having been homologated by the Court of Appeal of Brussels (as applicable), and subject to the Block Voting Instruction or the Meeting Notification (together with the relevant Voting Certificate) not having been revoked.

Noteholders may continue to submit Block Voting Instructions or Meeting Notifications (together with a Voting Certificate) after the Early Instruction Deadline and up to the Extended Instruction Deadline but such Noteholders will not be eligible to receive the Participation Fee in respect of those Block Voting Instructions or Meeting Notifications.

Effect of the approval of the Proposal

In respect of each Series, the modifications to the Conditions described in the relevant Resolution will take effect only upon the completion of the relevant Meeting (or, if applicable, the related Adjourned Meeting) or as the case may be, once homologated by the Court of Appeal of Brussels and the signing of the Amended and Restated Final Terms in respect of the relevant Series of Notes by the Company and the Guarantors.

Meetings

A notice (the "Notice") convening the Meetings to be held at the offices of Clifford Chance LLP, Avenue Louise 65, 1050 Brussels, Belgium on 1 June 2016 has been given to Noteholders in accordance with the Conditions on the date of the Participation Solicitation Memorandum.

The initial Meeting (in respect of the Series 2 Notes) will commence at 10:00 a.m. (Brussels time) with subsequent Meetings in respect of each other Series (in numerical order of Series number as set out below) being held at 15 minute intervals thereafter or after the completion of the preceding meeting (whichever is later).

General

Subject to applicable law and the relevant Meeting Provisions, the Company may, at its option and in its sole discretion, extend, re-open, amend or waive any condition of the Participation Solicitation or the Proposal (save in relation to the latest date for payment of the Participation Fee or the terms of the relevant Resolution), or terminate the Participation Solicitation (either in its entirety or with respect to a particular Series), withdraw any Resolution and subsequently cancel the relevant Meeting, at any time before the Extended Instruction Deadline (or, where there is an Adjourned Meeting, three Business Days before the time set for any such Adjourned Meeting). Details of any such extension, re-opening, amendment, waiver, cancellation or termination will be announced wherever applicable as provided in the Participation Solicitation Memorandum as soon as reasonably practicable after the relevant decision is made.

Set out below is an indicative timetable showing one possible outcome for the timing of the Participation Solicitation, the Meetings and, if applicable, Adjourned Meetings, which will depend, among other things, on timely receipt (and absence of revocation) of instructions, the right of the Company to extend, re-open, amend and/or terminate the Participation Solicitation or the Proposal (either it its entirety or with respect to a particular Series) and to withdraw a Resolution in connection with a particular Series and subsequently cancel a particular Meeting (or related Adjourned Meeting) as described in the Participation Solicitation Memorandum and the passing of a Resolution in connection with a particular Series at the relevant Meeting (or related Adjourned Meeting). Accordingly, the actual timetable may differ significantly from the timetable below.

Event

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold their Notes when such intermediary would need to receive instructions from a Noteholder in order for such Noteholder to participate in, or to validly revoke their instruction to participate in, the Participation Solicitation and/or the relevant Meeting or related Adjourned Meeting before the deadlines specified in the Participation Solicitation Memorandum. The deadlines set by any such intermediary (including any Recognised Accountholder) and the Clearing System Participants for the submission, instruction to submit and revocation of Block Voting Instructions will be earlier than the relevant deadlines specified in the Participation Solicitation Memorandum.

Relevant Notes

¹ Neither the Company nor any Guarantor holds any outstanding amount of the Notes

Further Information

A complete description of the terms and conditions of the Participation Solicitation is set out in the Participation Solicitation Memorandum which is available to Noteholders upon request from the Tabulation Agent or from the Company's website.

Before making a decision with respect to the Participation Solicitation, Noteholders should carefully consider all of the information in the Participation Solicitation Memorandum and, in particular, the risk factors described in the section entitled "Certain Considerations Relating to the Participation Solicitation and the Meetings".

Further details about the Participation Solicitation can be obtained from:

The Solicitation Agents

BNP Paribas

10 Harewood Avenue
London NW1 6AA
United Kingdom

Telephone: +44 20 7595 8668
Attention: Liability Management Group
Email: [email protected]

Deutsche Bank AG, London Branch
Winchester House

1 Great Winchester Street

London EC2N 2DB

United Kingdom

Telephone: +44 20 7545 8011

Attention: Liability Management Group

Email: [email protected]

ING Bank NV, Belgian Branch

Avenue Marnixlaan 24
B-1000 Brussels
Belgium

Telephone: +31 20 563 2132
Attention: Liability Management Team
Email: [email protected]

The Tabulation Agent

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA
United Kingdom

Tel: +44 20 7704 0880

Fax: +44 20 3004 1590

Attention: Thomas Choquet / Yves Theis

Email: [email protected]

None of the Solicitation Agents, the Tabulation Agent or any of their respective agents accepts any responsibility for the information contained in this announcement and none of the Company, the Solicitation Agents, the Tabulation Agent, or any of their respective directors, employees or affiliates makes any representation or recommendation whatsoever regarding the Participation Solicitation. This announcement must be read in conjunction with the Participation Solicitation Memorandum. No offer to acquire any Notes is being made pursuant to this announcement. This announcement and the Participation Solicitation Memorandum contain important information, which should be read carefully before any decision is made with respect to the Participation Solicitation. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent advisor.

Solicitation Restrictions

This announcement and the Participation Solicitation Memorandum do not constitute an offer to purchase Notes or the solicitation of an offer to sell Notes. The Participation Solicitation will not apply to Noteholders in any jurisdiction in which such solicitation is unlawful. In those jurisdictions where the securities or other laws require the Participation Solicitation to be made by a licensed broker or dealer, any actions in connection with the Participation Solicitation shall be deemed to be made on behalf of the Company by the Solicitation Agents (if they are licensed brokers or dealers in those jurisdictions) or one or more registered brokers or dealers licensed under the laws of such jurisdiction. The distribution of the Participation Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Participation Solicitation Memorandum comes are required by the Company, the Guarantors, the Solicitation Agents and the Tabulation Agent to inform themselves about, and to observe, any such restrictions.