The enclosed information constitutes regulated information as defined in the Belgian Royal Decree
of 14 November 2007 regarding the duties of issuers of financial instruments which have been admitted for trading on a regulated
market.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
ANHEUSER-BUSCH INBEV WELCOMES CLEARANCE DECISION IN SOUTH AFRICA FOR PROPOSED COMBINATION WITH
SABMILLER
Anheuser-Busch InBev SA/NV ("AB InBev") (Euronext: ABI) (NYSE: BUD) (MEXBOL: ABI) (JSE: ANB) is
pleased that the Competition Tribunal of South Africa has approved with conditions its proposed combination with SABMiller plc
("SABMiller").
The Competition Tribunal's approval represents the conclusion of the merger approval process in
South Africa and confirms that AB InBev is well on track to close the combination in the second half of
2016.
Commenting on the decision, Carlos Brito, CEO of AB InBev, said:
"We are delighted by the Competition Tribunal's decision to approve our proposed combination with
SABMiller in South Africa, a market that would play a critical role in the combined company. We recognise South African
Breweries' important contribution to the country's economy and society and look forward to building on this through the
commitments we have made on jobs and employment, localisation of inputs and production, support for small suppliers and the
promotion of black economic empowerment."
AB InBev has now obtained approval in 16 jurisdictions. Clearance decisions, with or without
conditions, have now been obtained: in Asia-Pacific (Australia, India and South Korea); in Africa (Botswana, Kenya, Namibia,
South Africa, Swaziland, and Zambia); in Europe (the EU, Albania, Turkey and Ukraine); and in Latin America (Chile, Colombia and
Mexico). Approval in Ecuador is subject to certain conditions.
In the remaining jurisdictions where regulatory clearance is still pending, AB InBev will continue
to engage proactively with the relevant authorities to obtain the necessary clearances as quickly as possible.
The combination between AB InBev and SABMiller would create a truly global brewer, providing more
choices for beer drinkers, including global and local brands, in new and existing markets around the world.
About Anheuser-Busch InBev
Anheuser-Busch InBev is a publicly traded company (Euronext: ABI) based in Leuven, Belgium, with
secondary listings on the Mexico (MEXBOL: ABI) and South Africa (JSE: ANB) stock exchanges and with American Depositary
Receipts on the New York Stock Exchange (NYSE: BUD). It is the leading global brewer and one of the world's top five consumer
products companies. Beer, the original social network, has been bringing people together for thousands of years and the
company's portfolio of well over 200 beer brands continues to forge strong connections with consumers. This includes global
brands Budweiser®, Corona® and Stella Artois®; international brands Beck's®, Leffe® and Hoegaarden®; and local champions Bud
Light®, Skol®, Brahma®, Antarctica®, Quilmes®, Victoria®, Modelo Especial®, Michelob Ultra®, Harbin®, Sedrin®, Klinskoye®,
Sibirskaya Korona®, Chernigivske®, Cass® and Jupiler®. Anheuser-Busch InBev's dedication to quality goes back to a brewing
tradition of more than 600 years and the Den Hoorn brewery in Leuven, Belgium, as well as the pioneering spirit of the Anheuser
& Co brewery, with origins in St. Louis, USA since 1852. Geographically diversified with a balanced exposure to developed
and developing markets, Anheuser Busch InBev leverages the collective strengths of more than 150,000 employees based in 26
countries worldwide. In 2015, AB InBev realized 43.6 billion US dollar revenue. The company strives to be the Best Beer Company
Bringing People Together For a Better World. For more information, please visit: www.ab-inbev.com.
Disclosure requirements of the Code
Under Rule 8.3(a) of the City Code on Takeovers and Mergers (the "Code"), any person who is
interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being
any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in
cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the
announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details
of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which
any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree
company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any
class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they
will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of
them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening
Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website
at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period
commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Forward Looking Statements
This press release contains "forward-looking statements". These statements are based on the
current expectations and views of future events and developments of the management of AB InBev and are naturally subject to
uncertainty and changes in circumstances. The forward-looking statements contained in this release include statements relating
to AB InBev's proposed business combination with SABMiller and the associated regulatory clearances in South Africa (including
with respect to the expected timing and scope of these matters), and other statements other than historical facts.
Forward-looking statements include statements typically containing words such as "will", "may", "should", "believe", "intends",
"expects", "anticipates", "targets", "estimates", "likely", "foresees" and words of similar import. All statements other than
statements of historical facts are forward-looking statements. You should not place undue reliance on these forward-looking
statements, which reflect the current views of the management of AB InBev, are subject to numerous risks and uncertainties
about AB InBev and SABMiller and are dependent on many factors, some of which are outside of AB InBev's control. There are
important factors, risks and uncertainties that could cause actual outcomes and results to be materially different, including
the satisfaction of the pre-conditions and the conditions to the transactions described herein, the ability to obtain the
regulatory approvals related to the transactions and the ability to satisfy any conditions required to obtain such approvals,
and the risks relating to AB InBev described under Item 3.D of its Annual Report on Form 20-F ("Form 20-F") filed with the US
Securities and Exchange Commission ("SEC") on 14 March 2016. Other unknown or unpredictable factors could cause actual results
to differ materially from those in the forward-looking statements. There can be no certainty that the proposed transactions
will be completed on the terms described herein or at all.
The forward-looking statements should be read in conjunction with the other cautionary
statements that are included elsewhere, including AB InBev's most recent Form 20-F, reports furnished on Form 6-K, and any
other documents that AB InBev or SABMiller have made public. Any forward-looking statements made in this communication are
qualified in their entirety by these cautionary statements, and there can be no assurance that the actual results or
developments anticipated by AB InBev will be realized or, even if substantially realized, that they will have the expected
consequences to, or effects on, AB InBev or its business or operations. Except as required by law, AB InBev undertakes no
obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events
or otherwise.
Future SEC Filings and This Filing: Important Information
In the event that AB InBev and SABMiller implement a transaction relating to the business
combination of AB InBev and SABMiller, AB InBev or Newbelco SA/NV (a Belgian limited liability company formed for the purposes
of such transaction) may be required to file relevant materials with the SEC. Such documents, however, are not currently
available. INVESTORS ARE URGED TO READ ANY DOCUMENTS REGARDING SUCH POTENTIAL TRANSACTION IF AND WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain a free copy of such filings without charge,
at the SEC's website (http://www.sec.gov) once such documents are filed with the SEC. Copies of such documents may also be
obtained from AB InBev, without charge, once they are filed with the SEC.
Notice to US investors
US holders of SABMiller shares should note that the steps of any transaction requiring approval
by SABMiller shareholders may be implemented under a UK scheme of arrangement provided for under English company law. If
so, it is expected that any shares to be issued under the transaction to SABMiller shareholders would be issued in reliance
upon the exemption from the registration requirements of the US Securities Act of 1933, provided by Section 3(a)(10) thereof
and would be subject to UK disclosure requirements (which are different from those of the United States). The transaction may
instead be implemented by way of a takeover offer under English law. If so, any securities to be issued under the transaction
to SABMiller shareholders will be registered under the US Securities Act, absent an applicable exemption from registration. If
the transaction is implemented by way of UK takeover offer, it will be done in compliance with the applicable rules under the
US Exchange Act of 1934, including any applicable exemptions provided under Rule 14d-1(d) thereunder.
This filing shall not constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as
amended.