21NOV200819011210

ANHEUSER-BUSCH INBEV SA/NV (a public limited liability company with registered office at Grand-Place/Grote Markt 1, 1000 Brussels, Belgium) BRANDBREW S.A. (a company incorporated under the laws of the Grand Duchy of Luxembourg with registered office at 5, Parc d’Activit´e Syrdall, L-5365 Munsbach,¨ registered with the Luxembourg Register of Commerce and Companies under number B-75696) as Issuers on the basis set out below E10,000,000,000 Euro Medium Term Note Programme unconditionally and irrevocably guaranteed by AMBREW S.A. (a soci´et´e anonyme with registered office at 5, Parc d’Activit´e Syrdall, L-5365 Munsbach,¨ registered with the Luxembourg Register of Commerce and Companies under number B-99525) ANHEUSER-BUSCH COMPANIES, INC. (a company incorporated in the State of Delaware with registered office at 1209 Orange Street, Wilmington, Delaware 19801) ANHEUSER-BUSCH INBEV SA/NV (a public limited liability company with registered office at Grand-Place/Grote Markt 1, 1000 Brussels, Belgium) ANHEUSER-BUSCH INBEV WORLDWIDE INC. (a company incorporated in the State of Delaware with registered office at 1209 Orange Street, Wilmington, Delaware 19801) BRANDBREW S.A. (a company incorporated under the laws of the Grand Duchy of Luxembourg with registered office at 5, Parc d’Activit´e Syrdall, L-5365 Munsbach,¨ registered with the Luxembourg Register of Commerce and Companies under number B-75696) COBREW NV/SA (a Belgian public limited liability company with registered office at Brouwerijplein 1, 3000 Leuven, Belgium) INBEV BELGIUM NV/SA (a Belgian public limited liability company with registered office at 21, Boulevard Industriel, 1070 Brussels (Anderlecht)) INBEV FRANCE S.A.S. (a soci´et´e par actions simplifi´ee, with registered office at 14, avenue Pierre Brossolette, 59280 Armenti`eres, France) INBEV NEDERLAND N.V. (a public company with limited liability under Dutch law, with registered office at Ceresstraat 1, 4811 CA Breda, The Netherlands) INTERBREW CENTRAL EUROPEAN HOLDING B.V. (a private company with limited liability under Dutch law, with registered office at Ceresstraat 1, 4811 CA Breda, The Netherlands) INTERBREW INTERNATIONAL B.V. (a private company with limited liability under Dutch law, with registered office at Ceresstraat 1, 4811 CA Breda, The Netherlands) NIMBUSPATH LIMITED (an English limited liability company, with registered office at Porter Tun House, 500 Capabilty Green, Luton, Bedfordshire LU1 3LS) SUN INTERBREW LIMITED (a Jersey public company with registered office at PO Box 207, 13-14 Esplanade, St. Helier, JE1 1BD, Jersey) Under this A10,000,000,000 Euro Medium Term Note Programme (the ‘‘Programme’’), Brandbrew S.A. (‘‘Brandbrew’’), Anheuser-Busch InBev SA/NV (‘‘Anheuser-Busch InBev’’) and any of Anheuser-Busch InBev’s other subsidiaries subsequently appointed as an issuer (each a ‘‘New Issuer’’ and, together with Brandbrew and Anheuser-Busch InBev, the ‘‘Issuers’’, and each an ‘‘Issuer’’) may from time to time issue notes (the ‘‘Notes’’) denominated in any currency agreed between the relevant Issuer (as defined below) and the relevant Dealer (as defined below). References in this Base Prospectus to the ‘‘relevant Issuer’’ shall, in relation to any issue or proposed issue of Notes, be references to whichever of Brandbrew and/or Anheuser-Busch InBev and/or any New Issuer is specified as the Issuer of such Notes in the applicable Final Terms. Upon the appointment of any New Issuer, if required pursuant to Section 87G of the Financial Services and Markets Act 2000 (‘‘FSMA’’), a supplement to this Base Prospectus (or a new base prospectus issued in replacement of this Base Prospectus) will be prepared describing the relevant New Issuer. The payments of all amounts due in respect of the Notes will, subject to Condition 2.2, be unconditionally and irrevocably guaranteed on a joint and several basis by Ambrew S.A. (‘‘Ambrew’’), Anheuser-Busch Companies, Inc. (‘‘Anheuser-Busch’’), Anheuser-Busch InBev, except where it is the relevant Issuer, Anheuser- Busch InBev Worldwide Inc. (‘‘InBev Worldwide’’), Brandbrew, except where it is the relevant Issuer, Cobrew NV/SA (‘‘Cobrew’’), InBev Belgium NV/SA (‘‘InBev Belgium’’), InBev France S.A.S. (‘‘InBev France’’), InBev Nederland N.V. (‘‘InBev Nederland’’), Interbrew Central European Holding B.V. (‘‘Interbrew Holding’’), Interbrew International B.V. (‘‘Interbrew International’’), Nimbuspath Limited (‘‘Nimbuspath’’) and Sun Interbrew Limited (‘‘Sun Interbrew’’) (together the ‘‘Guarantors’’ and each a ‘‘Guarantor’’ and, together with the Issuers, the ‘‘Obligors’’). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed A10,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein. The Notes may be issued on a continuing basis to one or more of the Dealers specified under ‘‘Overview of the Programme’’ and any additional Dealer appointed under the Programme from time to time by the Issuers (each a ‘‘Dealer’’ and together the ‘‘Dealers’’), which appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the ‘‘relevant Dealer’’ shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. Application has been made to the Financial Services Authority in its capacity as competent authority under the FSMA (the ‘‘UK Listing Authority’’) for Notes issued under the Programme for the period of 12 months from the date of this Base Prospectus to be admitted to the official list of the UK Listing Authority (the ‘‘Official List’’) and to the London Stock Exchange plc (the ‘‘London Stock Exchange’’) for such Notes to be admitted to trading on the London Stock Exchange’s Regulated Market (the ‘‘Market’’). References in this Base Prospectus to Notes being ‘‘listed’’ (and all related references) shall mean that such Notes have been admitted to the Official List and have been admitted to trading on the Market. The Market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under ‘‘Terms and Conditions of the Notes’’) of Notes will be set out in a final terms document (the ‘‘Final Terms’’) which, with respect to Notes to be admitted to trading on the Market and to be listed on the Official List, will be filed with the UK Listing Authority and the London Stock Exchange. The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets (including but not limited to non regulated markets) as may be agreed between the relevant Issuer, the Guarantors and the relevant Dealer. The Issuers may also issue unlisted Notes and/or Notes not admitted to trading on any market. The relevant Issuer and the Guarantors may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event a supplement to this Base Prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes. Any person (an ‘‘Investor’’) intending to acquire or acquiring any securities from any person (an ‘‘Offeror’’) should be aware that, in the context of an offer to the public as defined in section 102B of the FSMA, the relevant Issuer may be responsible to the Investor for the Base Prospectus under section 90 of the FSMA only if the relevant Issuer has authorised that Offeror to make the offer to the Investor. Each Investor should therefore enquire whether the Offeror is so authorised by the relevant Issuer. If the Offeror is not authorised by the relevant Issuer, the Investor should check with the Offeror whether anyone is responsible for the Base Prospectus for the purposes of section 90 of the FSMA in the context of the offer to the public, and, if so, who that person is. If the Investor is in any doubt about whether it can rely on the Base Prospectus and/or who is responsible for its contents it should take legal advice. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see ‘‘Risk Factors’’. Arranger DEUTSCHE BANK Barclays Capital Dealers J.P. Morgan BNP PARIBAS Mitsubishi UFJ Securities International plc Deutsche Bank Mizuho International plc Fortis Bank Santander Global Banking & Markets ING Wholesale Banking The Royal Bank of Scotland The date of this Base Prospectus is 16 January 2009 This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the ‘‘Prospectus Directive’’). The Issuers accept responsibility for the information contained in this Base Prospectus. Each Guarantor (with the exception of the Issuers, who take responsibility as Issuers above) accepts responsibility in respect of information in relation to itself and its Guarantee contained in this Base Prospectus. The information contained in this Base Prospectus, to the best of the knowledge of each Issuer, and the information in relation to each Guarantor and its Guarantee contained in this Base Prospectus, to the best of the knowledge of each Guarantor (with the exception of the Issuers, who take responsibility as Issuers above), is in accordance with the facts and does not omit anything likely to affect the import of such information (each having taken all reasonable care to ensure that such is the case). The previous paragraph should be read in conjunction with the ninth paragraph on the first page of this Base Prospectus. Subject as provided in the applicable Final Terms, the only persons authorised to use this Base Prospectus in connection with an offer of Notes are the persons named in the applicable Final Terms as the relevant Dealer or the Managers and the persons named in or identifiable following the applicable Final Terms as the Financial Intermediaries, as the case may be. An Investor intending to acquire or acquiring any Notes from an Offeror will do so, and offers and sales of the Notes to an Investor by an Offeror will be made, in accordance with any terms and other arrangements in place between such Offeror and such Investor including as to price, allocations and settlement arrangements. The relevant Issuer will not be a party to any such arrangements with Investors (other than the Dealers) in connection with the offer or sale of the Notes and, accordingly, this Base Prospectus and any Final Terms will not contain such information. The Investor must look to the Offeror at the time of such offer for the provision of such information. The relevant Issuer has no responsibility to an Investor in respect of such information. Copies of Final Terms will be available, in the case of listed Notes or Notes offered in the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Directive only, for viewing on the website of the Regulatory News Service operated by the London Stock Exchange (at www.londonstockexchange.com/en-gb/pricesnews/marketnews) and, in the case of all Notes, from the specified offices set out below of the Paying Agents (as defined below) (in the case of Notes issued by an Issuer other than Anheuser-Busch InBev) and the specified office set out below of the Domiciliary Agent (as defined below) (in the case of Notes issued by Anheuser-Busch InBev), and copies may be obtained from those offices save that, if a Tranche of Notes is neither admitted to trading on a regulated market in the European Economic Area nor offered in the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Directive, the applicable Final Terms will only be obtainable by a holder holding one or more of such Notes and such holder must produce evidence satisfactory to the relevant Paying Agent or the Domiciliary Agent, as the case may be, as to its holding of such Notes and identity. This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see ‘‘Documents Incorporated by Reference’’). This Base Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Base Prospectus. The Dealers have not independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers as to the accuracy or completeness of the information contained or incorporated in this Base Prospectus or any other information provided by the Obligors (or any of them) in connection with the Programme. No Dealer accepts any liability in relation to the information contained or incorporated by reference in this Base Prospectus or any other information provided by the Obligors (or any of them) in connection with the Programme. No person is or has been authorised by the Obligors (or any of them) to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other information supplied in connection with the Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Obligors (or any of them) or any of the Dealers.

2 Neither this Base Prospectus nor any other information supplied in connection with the Programme or any Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by any of the Obligors or any of the Dealers that any recipient of this Base Prospectus or any other information supplied in connection with the Programme or any Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Obligors. Neither this Base Prospectus nor any other information supplied in connection with the Programme or the issue of any Notes constitutes an offer or invitation by or on behalf of any of the Obligors or any of the Dealers to any person to subscribe for or to purchase any Notes. Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any circumstances imply that the information contained herein concerning the Obligors is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same. The Dealers expressly do not undertake to review the financial condition or affairs of any of the Obligors during the life of the Programme or to advise any investor in the Notes of any information coming to their attention. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, (the ‘‘Securities Act’’) and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (see ‘‘Subscription and Sale’’). This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Obligors and the Dealers do not represent that this Base Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, unless specifically indicated to the contrary in the applicable Final Terms, no action has been taken by the Obligors or the Dealers which is intended to permit a public offering of any Notes or distribution of this Base Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Base Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Base Prospectus or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this Base Prospectus and the offering and sale of Notes. In particular, there are restrictions on the distribution of this Base Prospectus and the offer or sale of Notes in the United States, the European Economic Area (including the United Kingdom, Belgium and Luxembourg) and Japan; see ‘‘Subscription and Sale’’. This Base Prospectus has been prepared on the basis that, except to the extent subparagraph (ii) below may apply, any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a ‘‘Relevant Member State’’) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly, any person making or intending to make an offer in that Relevant Member State of Notes which are the subject of an offering contemplated in this Base Prospectus as completed by final terms in relation to the offer of those Notes may only do so (i) in circumstances in which no obligation arises for the Issuers or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer, or (ii) if a prospectus for such offer has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State and (in either case) published, all in accordance with the Prospectus Directive, provided that any such prospectus has subsequently been completed by final terms which specify that offers may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State and such offer is made in the period beginning and ending on the dates specified for such purpose in such prospectus or final terms, as applicable. Except to the extent subparagraph (ii) above may apply, none of the Issuers nor any Dealer has authorised, nor do

3 they authorise, the making of any offer of Notes in circumstances in which an obligation arises for the Issuers or any Dealer to publish or supplement a prospectus for such offer. All references in this document to ‘‘euro’’, ‘‘EUR’’ and ‘‘A’’ refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended. In addition, all references to ‘‘Sterling’’ and ‘‘£’’ refer to pounds sterling and all references to ‘‘U.S. dollars’’, ‘‘U.S.$’’, ‘‘USD’’ and ‘‘$’’ refer to United States dollars. In this Base Prospectus references to: • ‘‘Anheuser-Busch InBev SA/NV’’ are to InBev SA/NV further to its change of corporate name upon the closing of the Acquisition; • ‘‘Anheuser-Busch InBev’’ or the ‘‘Anheuser-Busch InBev Group’’ are to Anheuser-Busch InBev SA/NV or Anheuser-Busch InBev SA/NV and the group of companies owned and/or controlled by Anheuser-Busch InBev SA/NV (including Anheuser-Busch Companies, Inc., further to the closing of the Acquisition), as the context requires; • ‘‘InBev’’ or the ‘‘InBev Group’’ are to InBev SA/NV or InBev SA/NV and the group of companies owned and/or controlled by InBev SA/NV, as existing prior to the closing of the Acquisition; and • ‘‘Anheuser-Busch’’ are to Anheuser-Busch Companies, Inc. and the group of companies owned and/or controlled by Anheuser-Busch Companies, Inc., as the context requires. Certain terms used in this Base Prospectus are defined in the section ‘‘Definitions’’. In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the stabilising manager(s) (the ‘‘Stabilising Manager(s)’’) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.

Forward-Looking Statements This Base Prospectus contains certain forward-looking statements and information relating to the Obligors that are based on beliefs of their respective management, as well as assumptions made by and information currently available to the Obligors. When used in this Base Prospectus, the words ‘‘anticipate,’’ ‘‘believe,’’ ‘‘estimate,’’ ‘‘expect,’’ ‘‘intend,’’ ‘‘plan’’ and ‘‘project’’ and similar expressions, as they relate to the Obligors or their management, are intended to identify forward-looking statements. Such statements reflect the current views of the Obligors with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the actual results, performance or achievements of the Obligors to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others, strong competition in our core energy operations that could depress margins, changes in applicable laws and regulations as well as the introduction of new laws and regulations, rising fuel prices, unreliable gas supplies from Russia, revenues that fluctuate by season and according to the weather, volume and price risks inherent in the Obligors’ long-term gas supply contracts, cancellation of contracts due to government action, unsuccessful acquisitions and investments, environmental liabilities, power outages or shutdowns involving the Obligors’ electricity operations, litigation, actions by regulators and competition authorities and actions by credit rating agencies, and various other factors, both referenced in this Base Prospectus, including under the section ‘‘Risk Factors’’, and not referenced in this Base Prospectus. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Base Prospectus as anticipated, believed, estimated, expected, intended, planned

4 or projected. The Obligors do not intend or assume any obligation to update or revise these forward- looking statements after the date of this Base Prospectus in light of developments which differ from those anticipated.

Presentation of Financial Information The historical financial information presented in this Base Prospectus for the years ended 31 December 2007 and 2006 has been derived from InBev’s audited consolidated financial statements, which were prepared in accordance with IFRS, as adopted by the European Union. The historical financial information presented in this Base Prospectus as of 30 June 2008 and 2007 and 30 September 2008 and 2007 and for the six-month periods ended 30 June 2008 and 2007 and the nine-month periods ended 30 September 2008 and 2007, has been derived from InBev’s unaudited condensed consolidated interim financial statements, which were prepared in accordance with IFRS, as adopted by the European Union. The financial statements and other financial information of InBev included in this Base Prospectus were prepared in euro. InBev measures its performance based on ‘‘normalised’’ performance measures, such as normalised EBITDA, normalised EBIT, normalised profit and normalised earnings per share, which are calculated before non-recurring items. Non-recurring items are items of income or expense which do not occur regularly as part of the normal activities of InBev, such as items of income or expense from restructuring charges, business and asset disposals, disputes and, other than at the EBITDA level, accruals and reversals of impairment losses. Due to the size and nature of these non-recurring items, InBev presents normalised performance measures separately. Normalised performance measures are additional measures used by InBev’s management and should not replace the measures determined in accordance with IFRS as an indicator of InBev’s performance. Please refer to sections 7.6.1(h) and 7.6.2(h) of the Rights Offering Prospectus and note 7 of InBev’s audited consolidated financial statements for the years ended 31 December 2007 and 2006 and InBev’s unaudited condensed consolidated interim financial statements for the nine-month periods ended 30 September 2008 and 2007 for further details on the nature of these non-recurring items (see sections 16.1, 16.2 and 16.4, respectively, of the Rights Offering Prospectus). To facilitate understanding of InBev’s underlying performance, references to growth (or decline) of sales volumes, revenues, cost of sales, operating expenses (including distribution expenses, sales and marketing expenses, administrative expenses and other operating income and expenses), normalised profit from operations (normalised EBIT) and normalised EBITDA between periods in the review of InBev’s financial condition and results of operations forming part of this Base Prospectus are based on organic growth (or decline). Please refer to section 7.2 ‘‘Presentation of financial information’’ in the Rights Offering Prospectus. InBev defines EBITDA as profit from operations plus amortisation, depreciation and impairment. EBITDA is a supplemental measure of InBev’s performance and liquidity that is not required by or presented in accordance with IFRS. EBITDA should not be considered as an alternative to IFRS measures, such as profit before tax and profit. InBev uses EBITDA to facilitate operating performance comparisons and because it believes it is frequently used by securities analysts. EBITDA has limitations as an analytical tool, and prospective purchasers should not consider it in isolation from, or as a substitute analysis for, InBev’s results of operations. Prospective investors should note that, shortly following the Acquisition, Anheuser-Busch InBev may dispose of certain of its assets or businesses, and expects to utilise the proceeds from any such disposals to repay indebtedness incurred to finance the Acquisition, and accordingly the financial information presented in this Base Prospectus may not reflect the scope of the Anheuser-Busch business and InBev business as applicable, as it will be conducted in the future. Prospective investors should read the financial information in this Base Prospectus together with the other information in this Base Prospectus, in particular the information with respect to the Acquisition. See Annex A of this Base Prospectus with respect to the financial information of Anheuser-Busch. In financial periods ending after the date of consummation of the Acquisition, InBev and its subsidiaries and Anheuser-Busch and its subsidiaries will be consolidated into a common group. Therefore, the consolidated financial statements of Anheuser-Busch InBev after the date of

5 consummation of the Acquisition will differ materially from the historical financial statements of InBev and Anheuser-Busch presented in this Base Prospectus. Certain monetary amounts and other figures included in this Base Prospectus have been subject to rounding adjustments. Accordingly, any discrepancies in any tables between the totals and the sums of amounts listed are due to rounding.

Presentation of Market Information Market information (including market share, market position and industry data for the operating activities of InBev and its subsidiaries or of companies acquired by it) or other statements presented in this Base Prospectus regarding the position of InBev (or of companies acquired by it) relative to its competitors largely reflect the best estimates of InBev’s management. These estimates are based upon information obtained from customers, trade or business organisations and associations, other contacts within the industries in which InBev operates and, in some cases, upon published statistical data or information from independent third parties. Except as otherwise stated, InBev’s market share data, as well as InBev’s management’s assessment of InBev’s comparative competitive position, have been derived by comparing InBev’s sales figures for the relevant period to InBev’s management’s estimates of its competitors’ sales figures for such period, as well as upon published statistical data and information from independent third parties, and in particular, the reports published and the information made available by, among others, the local brewers associations and the national statistics bureaus in the various countries in which InBev sells its products. The principal sources generally used include Plato Logic Limited and AC Nielsen, as well as Beverage Marketing Corp. (for the United States), the Brewers Association of Canada (for Canada), AC Nielsen (for Brazil, Guatemala, Hungary and Croatia), CCR (for Peru and Ecuador), CIES (for Bolivia), CAVEFACE (for Venezuela), CAMERA de cerveza (for Argentina), Belgian Brewers (for Belgium), Business Analytica and Plato Logic Limited (for Russia), MREB (for Montenegro), the Korea Alcoholic Liquor Industry Association (for South Korea), the National Statistics Bureau (for China), the British Beer and Pub Association (for the United Kingdom), Deutscher Brauer-Bund (for Germany), Centraal Brouwerij Kantoor – CBK (for The Netherlands), Brasseurs de France (for France), Associazione degli Industriali della Birra e del Malto (for Italy), Fed´ eration´ des Brasseurs Luxembourgeois (for Luxembourg), the Czech Beer and Malt Association (for the Czech Republic), the National Institute of Statistics (for Romania), Union of Brewers in Bulgaria (UBB) (for Bulgaria), government statistics (for Cuba) and other local brewers’ associations (including for the Dominican Republic, Paraguay, Chile, Uruguay, Ukraine and Serbia). Prospective investors should not rely on the market share and other market information presented herein as precise measures of market share or of other actual conditions. Unless otherwise specified, volumes, as used in this Base Prospectus, include both beer and non-beer (primarily carbonated soft drinks (‘‘CSDs’’)) volumes. In addition, unless otherwise specified, InBev’s volumes include not only brands that InBev owns or licenses, but also third-party brands that it brews or otherwise produces as a subcontractor, and third-party products that it sells through its distribution network, particularly in Western Europe. InBev’s volume figures in this Base Prospectus reflect 100 per cent. of the volumes of entities that InBev fully consolidates in its financial reporting and a proportionate share of the volumes of entities that it proportionately consolidates in its financial reporting, but do not include volumes of InBev’s associates or non-consolidated entities.

Information regarding Anheuser-Busch The information regarding Anheuser-Busch contained in Annex A of this Base Prospectus and the historical volume information of Anheuser-Busch in this Base Prospectus, consist of extracts from the Anheuser-Busch annual report on Form 10-K for the year ended 31 December 2007 filed with the U.S. Securities and Exchange Commission (the ‘‘SEC’’) on 29 February 2008 (‘‘Form 10-K’’), the Anheuser- Busch quarterly report on Form 10-Q for the period ended 30 June 2008 filed with the SEC on 25 July 2008 and the Anheuser-Busch quarterly report on Form 10-Q for the period ended 30 September 2008 filed with the SEC on 6 November 2008 (together, the ‘‘Forms 10-Q’’). All such information extracted from the Form 10-K and Forms 10-Q has been filed with or furnished to the SEC and is available on the SEC website at www.sec.gov. The Anheuser-Busch annual report for 2007 is also available on the Anheuser-Busch website at www.anheuser-busch.com. Information set forth on the Anheuser-Busch website or the SEC website is not considered to be part of this Base Prospectus and is not incorporated by reference herein.

6 Although InBev has no knowledge that would indicate that any statements contained in Annex A of this Base Prospectus or in the historical volume information of Anheuser-Busch in this Base Prospectus, are inaccurate, incomplete or untrue, InBev was not involved in the preparation of Form 10-K or Forms 10-Q and, therefore, cannot verify the accuracy or completeness of the information obtained from such reports or any failure by Anheuser-Busch to disclose events that may have occurred, but that are unknown to InBev, that may affect the significance or accuracy of the information contained in such reports. However, this information has been accurately reproduced and as far as InBev is aware, and as far as it has been able to ascertain from information published by Anheuser-Busch in such reports, no facts have been omitted which would render the reproduced information inaccurate or misleading. The full Form 10-K and Forms 10-Q are not to be considered part of this Base Prospectus and are not incorporated by reference herein.

7 TABLE OF CONTENTS

Page SUMMARY OF THE PROGRAMME ...... 9 OVERVIEW OF THE PROGRAMME ...... 15 RISK FACTORS ...... 19 DOCUMENTS INCORPORATED BY REFERENCE ...... 41 FORM OF THE NOTES ...... 42 APPLICABLE FINAL TERMS ...... 44 TERMS AND CONDITIONS OF THE NOTES ...... 77 USE OF PROCEEDS ...... 116 DESCRIPTION OF BRANDBREW ...... 117 DESCRIPTION OF INBEV ...... 119 DESCRIPTION OF GUARANTORS ...... 214 TAXATION ...... 225 SUBSCRIPTION AND SALE ...... 236 GENERAL INFORMATION ...... 240 ANNEX A – INFORMATION REGARDING ANHEUSER-BUSCH COMPANIES, INC. .... 243 DEFINITIONS ...... 337

8 SUMMARY OF THE PROGRAMME This summary must be read as an introduction to this Base Prospectus and any decision to invest in any Notes should be based on a consideration of this Base Prospectus as a whole, including the documents incorporated by reference. Following the implementation of the relevant provisions of the Prospectus Directive in each Member State of the European Economic Area no civil liability will attach to the Obligors in any such Member State in respect of this Summary, including any translation hereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Base Prospectus. Where a claim relating to information contained in this Base Prospectus is brought before a court in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of translating the Base Prospectus before the legal proceedings are initiated. Words and expressions defined in ‘‘Form of the Notes’’ and ‘‘Terms and Conditions of the Notes’’ shall have the same meanings in this summary.

Issuers ...... Anheuser-Busch InBev SA/NV (‘‘Anheuser-Busch InBev’’) Brandbrew S.A. (‘‘Brandbrew’’) Anheuser-Busch InBev was incorporated on 2 August 1977 as a public limited liability company (‘‘naamloze vennootschap/soci´et´e anonyme’’) under the laws of Belgium. Its registered office is located at Grand-Place/Grote Markt 1, 1000 Brussels, Belgium. Brandbrew was incorporated on 15 May 2000 as a public limited liability company (‘‘soci´et´e anonyme’’) under the Luxembourg Companies Act. Its registered office is located at 5 Parc d’Activite´ Syrdall, L-5365 Munsbach, Luxembourg, New Issuer ...... Any subsidiary of Anheuser-Busch InBev appointed as an issuer of Notes under the Programme Agreement pursuant to a letter of accession in the form provided in the Programme Agreement and such other documents as are required under the Programme Agreement. Guarantors ...... Ambrew Anheuser-Busch Anheuser-Busch InBev (except where it is the relevant Issuer) InBev Worldwide Brandbrew (except where it is the relevant Issuer) Cobrew InBev Belgium InBev France InBev Nederland Interbrew Holding Interbrew International Nimbuspath Sun Interbrew Risk Factors ...... There are certain factors that may affect the Issuers’ and/or the Guarantors’ ability to fulfil their obligations under Notes issued under the Programme. These are set out under ‘‘Risk Factors’’ and include: Risks relating to the Issuers, the Guarantors and their activities • Anheuser-Busch InBev is dependent upon cash flows from its subsidiaries and may not be able to obtain funding for its future capital needs

9 • Anheuser-Busch InBev relies on the reputation of its brands and may not be able to protect its intellectual property rights Risks relating to the Acquisition • Failure to realise the anticipated business growth opportunities, cost savings, increased profits and synergies anticipated from the Acquisition • Increased levels of debt Risks relating to the beer and beverage industry • Compliance with and violations under regulations • Changes in taxation and consumer preferences In addition, there are certain factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme. These are set out under ‘‘Risk Factors’’ and include the fact that the Notes may not be a suitable investment for all investors, certain risks relating to the structure of particular Series of Notes and certain market risks. Programme Size ...... Up to A10,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement) outstanding at any time. The Issuers and the Guarantors may increase the amount of the Programme in accordance with the terms of the Programme Agreement. Arranger ...... Deutsche Bank AG, London Branch Dealers ...... Banco Santander S.A. Barclays Bank PLC BNP PARIBAS Deutsche Bank AG, London Branch Fortis Bank NV/SA ING Belgium SA/NV J.P. Morgan Securites Ltd. Mitsubishi UFJ Securities International plc Mizuho International plc The Royal Bank of Scotland plc and any other Dealers appointed in accordance with the Programme Agreement. Issuing and Principal Paying Agent (for Notes issued by an Issuer other than Anheuser-Busch InBev) ...... BGL Societ´ e´ Anonyme Domiciliary and Belgian Paying Agent (for Notes issued by Anheuser-Busch InBev) ...... Fortis Bank NV/SA Any Notes issued by Anheuser-Busch InBev will be issued pursuant to and with the benefit of a Domiciliary and Belgian Paying Agency Agreement dated 16 January 2009 between Anheuser-Busch InBev, the Guarantors and Fortis Bank NV/SA as domiciliary agent and Belgian paying agent and not pursuant to or with the benefit of the Agency Agreement. Distribution ...... Notes may be distributed by way of private or public placement and in each case on a syndicated or non-syndicated basis.

10 Form of Notes ...... In the case of Notes issued by an Issuer other than Anheuser-Busch InBev, the Notes will be issued in bearer form. Notes issued by Anheuser-Busch InBev will be issued in dematerialised form. Terms of Notes ...... Notes may be issued on a fully-paid or a partly-paid basis and at an issue price which is at par or at a discount to, or premium over, par. Notes may be denominated in any agreed currency and with any agreed maturity, subject to any applicable legal or regulatory restrictions and any requirements of the relevant central bank (or equivalent body). Notes issued by Anheuser-Busch InBev may be denominated in euro, Sterling, U.S. dollars, yen, Swiss francs and in any currency of a Member State of the Organisation for Economic Co-operation and Development as agreed between Anheuser-Busch InBev and the relevant Dealer. The terms of the Notes will be specified in the applicable Final Terms. The following types of Note may be issued: (i) Notes which bear interest at a fixed rate or a floating rate; (ii) Notes which do not bear interest; and (iii) Notes which bear interest, and/or the redemption amount of which is, calculated by reference to a specified factor such as movements in an index or a currency exchange rate, changes in share or commodity prices or changes in the credit of an underlying entity. In addition, Notes which have any combination of the foregoing features may also be issued. Interest periods, rates of interest and the terms of and/or amounts payable on redemption may differ depending on the Notes being issued and such terms will be specified in the applicable Final Terms. The applicable Final Terms will indicate either that the relevant Notes cannot be redeemed prior to their stated maturity (other than in specified instalments, if applicable, or for taxation reasons or following an Event of Default) or that such Notes will be redeemable at the option of the relevant Issuer and/or the Noteholders. The terms of any such redemption, including notice periods, any relevant conditions to be satisfied and the relevant redemption dates and prices will be indicated in the applicable Final Terms. The applicable Final Terms may provide that Notes may be redeemable in two or more instalments of such amounts and on such dates as are indicated in the applicable Final Terms. The Notes will be issued in such denominations as may be agreed between the relevant Issuer, the Guarantors and the relevant Dealer save that the minimum denomination of each Note will be such amount as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant Specified Currency, and save that the minimum denomination of each Note admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus

11 under the Prospectus Directive will be A1,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency). Taxation ...... All payments in respect of the Notes will be made without deduction for or on account of withholding taxes imposed by any Tax Jurisdiction except as provided in Condition 8. In the event that any such deduction is made, the relevant Issuer or, as the case may be, the Guarantors will, save in certain limited circumstances provided in Condition 8, be required to pay additional amounts to cover the amounts so deducted. Negative Pledge ...... The Notes will contain a negative pledge as described in Condition 3. Events of Default ...... The terms of the Notes will contain, amongst others, the following events of default: • Payment default; • Breach of other obligations; • Winding-up or dissolution; • Cross-acceleration; • Proceedings initiated; • Judicial proceedings; • Impossibility due to government action; • Cessation of business or insolvency; • Invalidity of guarantees; and • Analogous event. Status of the Notes ...... The Notes will constitute direct, unconditional, unsubordinated and (subject to the provisions of Condition 3.1) unsecured obligations of the relevant Issuer and will rank pari passu among themselves and (save for certain obligations required to be preferred by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of the relevant Issuer, from time to time outstanding. Guarantees ...... The Notes (subject to the provisions of Condition 2.2) will be unconditionally and irrevocably guaranteed on a joint and several basis by the Guarantors. The obligations of each Guarantor under its guarantee will be direct, unconditional and (subject to the provisions of Condition 3.1) unsecured obligations of each Guarantor and will rank pari passu and (save for certain obligations required to be preferred by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of the relevant Guarantor from time to time outstanding. For the purposes of the guarantee provided by InBev France, such guarantee shall not include any obligation or liability which if incurred would constitute the provision of financial assistance within the meaning of article L.255-216 of the French Commercial Code and/or would constitute a misuse of corporate assets within the meaning of article L.241-3 or L.242-6 of the French Commercial Code or any other law or regulations having the same effect, as interpreted by French courts. In addition, the obligations and liabilities of InBev

12 France under its guarantee shall be limited, at any time, to an amount equal to the aggregate principal amount of the Notes issued by the relevant Issuer to the extent, however, directly or indirectly on-lent or otherwise provided by the relevant Issuer to InBev France or any of its Subsidiaries under intercompany loans or similar arrangements and outstanding at the date a payment is to be made by InBev France under its guarantee, except that the obligations and liabilities of InBev France under its Guarantee for the obligations in respect of any Notes of any relevant Issuer which is an InBev France Subsidiary shall not be limited and shall therefore cover all amounts due by such relevant Issuer in such capacity. For the purposes of the guarantees provided by Ambrew and Brandbrew (the ‘‘Luxembourg Guarantors’’) respectively, the maximum aggregate liability of the relevant Luxembourg Guarantor, in the case of Ambrew, under Ambrew’s Guarantee, and in the case of Brandbrew, under Brandbrew’s Guarantee and as guarantor of the Brandbrew Guaranteed Facilities (excluding its Guarantee), shall not exceed an amount equal to the aggregate of (without double counting): (A) the aggregate amount of all moneys received by the relevant Luxembourg Guarantor and the relevant Luxembourg Guarantor’s Subsidiaries as a borrower or issuer under the relevant Luxembourg Guarantor’s Guaranteed Facilities (as defined below); (B) the aggregate amount of all outstanding intercompany loans made to the relevant Luxembourg Guarantor and the relevant Luxembourg Guarantor’s Subsidiaries by other members of the Anheuser-Busch InBev group which have been directly or indirectly funded using the proceeds of borrowings under the relevant Luxembourg Guarantor’s Guaranteed Facilities; and (C) an amount equal to 100 per cent. of the greater of: (I) the sum of relevant Luxembourg Guarantor’s own capital (capitaux propres) and its subordinated debt (dettes subordonn´ees) (other than any subordinated debt already accounted for above) (both as referred to in the Law of 2002) as reflected in the relevant Luxembourg Guarantor’s then most recent annual accounts approved by the competent organ of the relevant Luxembourg Guarantor (as audited by its r´eviseur d’entreprises (external auditor), if required by law); and (II) the sum of the relevant Luxembourg Guarantor’s own capital (capitaux propres) and its subordinated debt (dettes subordonn´ees) (both as referred to in article 34 of the Law of 2002) as reflected in its filed annual accounts available as at the Issue Date of the first Tranche of the relevant Series. In addition, the obligations and liabilities of a Luxembourg Guarantor under its Guarantee and under any of such Luxembourg Guarantor’s Guaranteed Facilities shall not include any obligation which, if incurred, would constitute a breach of the provisions on financial assistance as defined by article 49-6 of the Luxembourg Law on Commercial Companies dated 10 August 1915, as amended, to the extent such or an equivalent provision is applicable to the relevant Luxembourg Guarantor. Notwithstanding the other terms of InBev France’s and Ambrew’s Guarantee and the Conditions, the maximum aggregate amount that may be claimed against Ambrew and InBev France, collectively, under their respective Guarantees and under the guarantees given by Ambrew and

13 InBev France in respect of the Ambrew Guaranteed Facilities (excluding their respective Guarantees) shall not exceed A260,000,000 (or its equivalent in any other currency). The Guarantees granted by InBev Nederland, Interbrew International and Interbrew Holding, respectively, shall not apply to any liability to the extent that it would result in such Guarantee constituting unlawful financial assistance. ‘‘Luxembourg Guarantor’s Guaranteed Facilities’’ means Ambrew Guaranteed Facilities or Brandbrew Guaranteed Facilities, as appropriate. See ‘‘Guarantors’’ above. Use of Proceeds ...... The net proceeds from each issue of Notes will be applied by the relevant Issuer for its general corporate purposes, which include making a profit. If, in respect of any particular issue of Notes, there is a particular identified use of proceeds, this will be stated in the applicable Final Terms. Ratings ...... The rating of certain Series of Notes to be issued under the Programme may be specified in the applicable Final Terms. Listing and admission to trading .... Application has been made to list Notes issued under the Programme on the Official List and to admit them to trading on the Market. Notes may be listed or admitted to trading, as the case may be, on other or further stock exchanges or markets (including but not limited to non-regulated markets) agreed between the relevant Issuer, the Guarantors and the relevant Dealer in relation to the Series. Notes which are neither listed nor admitted to trading on any market may also be issued. The applicable Final Terms will state whether or not the relevant Notes are to be listed and/or admitted to trading and, if so, on which stock exchanges and/or markets. Governing Law ...... The Notes (other than, in the case of Notes issued by Anheuser-Busch InBev, any matter relating to title to, and the dematerialised form of, such Notes), and any non-contractual obligations arising out of or in connection with the Notes (other than, in the case of Notes issued by Anheuser-Busch InBev, any matter relating to title to, and the dematerialised form of, such Notes), will be governed by, and construed in accordance with, English law. Articles 86 to 94-8 of the Luxembourg Law on commercial companies of 10 August 1915, as amended, are specifically excluded in relation to Brandbrew. In the case of Notes issued by Anheuser-Busch InBev, any matter relating to title to, and the dematerialised form of, such Notes, and any non-contractual obligations arising out of or in connection with title to, and any matter relating to the dematerialised form of, such Notes, will be governed by, and construed in accordance with, Belgian law. Selling Restrictions ...... There are restrictions on the offer, sale and transfer of the Notes in the United States, the European Economic Area (including the United Kingdom, Belgium and Luxembourg), Japan and such other restrictions as may be required in connection with the offering and sale of a particular Tranche of Notes; see ‘‘Subscription and Sale’’. United States Selling Restrictions . . . Regulation S, Category 2. TEFRA C or D/TEFRA not applicable, as specified in the applicable Final Terms.

14 OVERVIEW OF THE PROGRAMME The following overview does not purport to be complete and is taken from, and is qualified in its entirety by, the ‘‘Summary of the Programme’’ contained in this Base Prospectus and the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular Tranche of Notes, the applicable Final Terms. The relevant Issuer, the Guarantors and any relevant Dealer may agree that Notes shall be issued in a form other than that contemplated in the Terms and Conditions, in which event, in the case of listed Notes only and if appropriate, a supplement to the Base Prospectus will be published. This overview constitutes a general description of the Programme for the purposes of Article 22.5(3) of Commission Regulation (EC) No 809/2004 implementing the Prospectus Directive. Words and expressions defined in ‘‘Form of the Notes’’ and ‘‘Terms and Conditions of the Notes’’ shall have the same meanings in this overview.

Issuers ...... Brandbrew S.A. Anheuser-Busch InBev SA/NV New Issuer ...... Any Subsidiary of Anheuser-Busch InBev appointed as an issuer of Notes under the Programme Agreement pursuant to a letter of accession in the form provided in the Programme Agreement and such other documents as are required under the Programme Agreement. Guarantors ...... Ambrew S.A. Anheuser-Busch Companies, Inc. Anheuser-Busch InBev SA/NV (except where it is the relevant Issuer) Anheuser-Busch InBev Worldwide Inc. Brandbrew S.A. (except where it is the relevant Issuer) Cobrew NV/SA InBev Belgium NV/SA InBev France S.A.S. InBev Nederland N.V. Interbrew Central European Holding B.V. Interbrew International B.V. Nimbuspath Limited Sun Interbrew Limited Description ...... Euro Medium Term Note Programme Arranger ...... Deutsche Bank AG, London Branch Dealers ...... Banco Santander S.A. Barclays Bank PLC BNP PARIBAS Deutsche Bank AG, London Branch Fortis Bank NV/SA ING Belgium SA/NV J.P. Morgan Securities Ltd. Mitsubishi UFJ Securities International plc Mizuho International plc The Royal Bank of Scotland plc and any other Dealers appointed in accordance with the Programme Agreement. Certain Restrictions ...... Each issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply will only be issued in circumstances which comply with such laws, guidelines, regulations, restrictions or reporting requirements from time to time (see ‘‘Subscription and Sale’’).

15 Notes having a maturity of less than one year will, if the proceeds of the issue are accepted in the United Kingdom, constitute deposits for the purposes of the prohibition on accepting deposits contained in section 19 of the Financial Services and Markets Act 2000 unless they are issued to a limited class of professional investors and have a denomination of at least £100,000 or its equivalent (see ‘‘Subscription and Sale’’). Issuing and Principal Paying Agent (for Notes issued by an Issuer other than Anheuser-Busch InBev) ...... BGL Societ´ e´ Anonyme Domiciliary and Belgian Paying Agent (for Notes issued by Anheuser-Busch InBev) ...... Fortis Bank NV/SA Any Notes issued by Anheuser-Busch InBev will be issued pursuant to and with the benefit of a Domiciliary and Belgian Paying Agency Agreement dated 16 January 2009 between Anheuser-Busch InBev, the Guarantors and Fortis Bank NV/SA as domiciliary agent and Belgian paying agent and not pursuant to or with the benefit of the Agency Agreement (as defined under ‘‘Terms and Conditions of the Notes’’). Distribution ...... Notes may be distributed by way of private or public placement and in each case on a syndicated or non-syndicated basis. Currencies ...... Notes (other than Notes issued by Anheuser-Busch InBev) may be denominated in euro, Sterling, U.S. dollars, yen, Swiss francs and, subject to any applicable legal or regulatory restrictions, any other currency agreed between the relevant Issuer and the relevant Dealer. Notes issued by Anheuser-Busch InBev may be denominated in euro, Sterling, U.S. dollars, yen, Swiss francs and in any currency of a Member State of the Organisation for Economic Co-operation and Development as agreed between Anheuser- Busch InBev and the relevant Dealer. Redenomination ...... The applicable Final Terms may provide that certain Notes may be redenominated in euro. The relevant provisions applicable to any such redenomination are contained in Condition 4. Maturities ...... The Notes will have such maturities as may be agreed between the relevant Issuer and the relevant Dealer, subject to such minimum or maximum maturities as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant Issuer or the relevant Specified Currency. Issue Price ...... Notes may be issued on a fully-paid or a partly-paid basis and at an issue price which is at par or at a discount to, or premium over, par. Form of Notes ...... The Notes (other than Notes issued by Anheuser-Busch InBev) will be issued in bearer form as described in ‘‘Form of the Notes’’. Definitive Notes in bearer form may not be physically delivered in Belgium, except to a clearing system, a depositing institution or another institution for the purpose of their

16 immobilisation in accordance with article 4 of the Belgian law on 14 December 2005. The Notes issued by Anheuser-Busch InBev will be issued in dematerialised form and cleared through the clearing system operated by the National Bank of Belgium (‘‘NBB’’) or any successor thereto (the ‘‘X/N Clearing System’’). Such Notes will be represented by book entries in the name of its owner or holder, or the owner’s or holder’s intermediary, in a securities account maintained by the X/N Clearing System or by a participant in the X/N Clearing System established in Belgium which has been approved as an account holder. The Noteholders will not be entitled to exchange such Notes into definitive notes in bearer or registered form. Fixed Rate Notes ...... Fixed interest will be payable on such date or dates as may be agreed between the relevant Issuer and the relevant Dealer and on redemption and will be calculated on the basis of such Day Count Fraction as may be agreed between the relevant Issuer and the relevant Dealer. Floating Rate Notes ...... Floating Rate Notes will bear interest at a rate determined: (a) on the same basis as the floating rate under a notional interest rate swap transaction in the relevant Specified Currency governed by an agreement incorporating the 2006 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc., and as amended and updated as at the Issue Date of the first Tranche of the Notes of the relevant Series); or (b) on the basis of a reference rate appearing on the agreed screen page of a commercial quotation service; or (c) on such other basis as may be agreed between the relevant Issuer and the relevant Dealer. The margin (if any) relating to such floating rate will be agreed between the relevant Issuer and the relevant Dealer for each Series of Floating Rate Notes. Index Linked Notes ...... Payments of principal in respect of Index Linked Redemption Notes or of interest in respect of Index Linked Interest Notes will be calculated by reference to such index and/or formula or to changes in the prices of securities or commodities or to such other factors as the relevant Issuer and the relevant Dealer may agree. For so long as, and to the extent that, Index Linked Notes may not be cleared through the X/N Clearing System, such Notes may not be issued by Anheuser-Busch InBev. Other provisions in relation to Floating Rate Notes and Index Linked Interest Notes ...... Floating Rate Notes and Index Linked Interest Notes may also have a maximum interest rate, a minimum interest rate or both. Interest on Floating Rate Notes and Index Linked Interest Notes in respect of each Interest Period, as agreed prior to issue by the relevant Issuer and the relevant Dealer, will be payable on such Interest Payment Dates, and will be calculated on the basis of such Day Count Fraction, as may be agreed between the relevant Issuer and the relevant Dealer.

17 Dual Currency Notes ...... Payments (whether in respect of principal or interest and whether at maturity or otherwise) in respect of Dual Currency Notes will be made in such currencies, and based on such rates of exchange, as the relevant Issuer and the relevant Dealer may agree. Zero Coupon Notes ...... Zero Coupon Notes will be offered and sold at a discount to their nominal amount and will not bear interest. Redemption ...... The applicable Final Terms will indicate either that the relevant Notes cannot be redeemed prior to their stated maturity (other than in specified instalments, if applicable, or for taxation reasons or following an Event of Default) or that such Notes will be redeemable at the option of the relevant Issuer and/or the Noteholders upon giving notice to the Noteholders or the relevant Issuer, as the case may be, on a date or dates specified prior to such stated maturity and at a price or prices and on such other terms as may be agreed between the relevant Issuer and the relevant Dealer. The applicable Final Terms may provide that Notes may be redeemable in two or more instalments of such amounts and on such dates as are indicated in the applicable Final Terms. Notes having a maturity of less than one year may be subject to restrictions on their denomination and distribution (see ‘‘Overview of the Programme – Certain Restrictions’’ above). Denomination of Notes ...... The Notes will be issued in such denominations as may be agreed between the relevant Issuer and the relevant Dealer save that the minimum denomination of each Note will be such amount as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant Specified Currency (see ‘‘Overview of the Programme – Certain Restrictions’’ above) and save that the minimum denomination of each Note admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive will be A1,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency).

18 RISK FACTORS Each of the Obligors believes that the following factors may affect its ability to fulfil its obligations under Notes issued under the Programme. In particular, the Obligors expect to be exposed to some or all of the risks described below with respect to InBev, and those described in Annex A of this Base Prospectus beginning on page 257 with respect to Anheuser-Busch, in their future operation as a combined company. All of these factors are contingencies which may or may not occur and no Obligor is in a position to express a view on the likelihood of any such contingency occurring. In addition, factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme are also described below. Each of the Obligors believes that the factors described below represent the principal risks inherent in investing in Notes issued under the Programme, but the inability of an Obligor to pay interest, principal or other amounts on or in connection with any Notes may occur for other reasons which may not be considered significant risks by the Obligors based on information currently available to them or which they may not currently be able to anticipate. Prospective investors should also read the detailed information set out elsewhere in this Base Prospectus and reach their own views prior to making any investment decision.

Factors that may affect the Obligors’ ability to fulfil their obligations under Notes issued under the Programme Risks relating to the Issuers, the Guarantors and their activities To a large extent, InBev is a holding company and is therefore dependent upon cash flows from its subsidiaries To a large extent, InBev is organised as a holding company and its operations are carried out through subsidiaries. Except as described elsewhere in this Base Prospectus, InBev’s ability to meet its financial obligations is therefore, to a large extent, dependent upon cash flows from its domestic and foreign subsidiaries and affiliated companies through dividends, intercompany advances, management fees and other payments. Such subsidiaries’ and affiliated companies’ ability to upstream or distribute cash is in turn dependent on the availability of cash flows at such level and may be further restricted by applicable laws and accounting principles. In particular, 50.4 per cent. (EUR 7,280 million) of InBev’s total revenues of EUR 14,430 million in 2007 came from its Brazilian listed subsidiary Companhia de Bebidas das Americas´ (‘‘AmBev’’), which is not wholly owned and is a company listed on the Sao˜ Paulo Stock Exchange and the New York Stock Exchange. In addition, some of InBev’s subsidiaries are subject to laws restricting their ability to pay dividends or the amount of dividends they may pay. See ‘‘Transfers from subsidiaries’’ in the Rights Offering Prospectus for further information in this respect. If InBev is not able to obtain sufficient cash flows from its domestic and foreign subsidiaries and affiliated companies, this could adversely impact InBev’s ability to pay its substantially increased debt resulting from the Acquisition and otherwise negatively impact InBev’s business, results of operations and financial condition.

InBev may not be able to obtain the necessary funding for its future capital or refinancing needs InBev may be required to raise additional funds for its future capital needs or refinance its current indebtedness through public or private financing, strategic relationships or other arrangements. There can be no assurance that the funding, if needed, will be available on attractive terms, or at all. Furthermore, any debt financing, if available, may involve restrictive covenants. InBev’s failure to raise additional equity capital or debt financing when needed could adversely impact InBev’s business, results of operations and financial condition. InBev has incurred and will continue to incur substantial additional indebtedness in connection with the Acquisition (see ‘‘Description of InBev – The Acquisition – Financing the Acquisition’’ and ‘‘Risk Factors – Risks relating to the Acquisition’’ below).

InBev relies on the reputation of its brands InBev’s success depends on its ability to maintain and enhance the image and reputation of its existing products and to develop a favourable image and reputation for new products. An event, or series of events, that materially damages the reputation of one or more of InBev’s brands could have an adverse effect on the value of that brand and subsequent revenues from that brand or business.

19 InBev may not be able to protect its intellectual property rights InBev’s future success depends significantly on its ability to protect its current and future brands and products and to defend its intellectual property rights, including trademarks, patents, domain names, trade secrets and know-how. InBev has been granted numerous trademark registrations covering its brands and products and has filed, and expects to continue to file, trademark and patent applications seeking to protect newly developed brands and products. InBev cannot be sure that trademark and patent registrations will be issued with respect to any of its applications. There is also a risk that InBev could, by omission, fail to renew a trademark or patent on a timely basis or that InBev’s competitors will challenge, invalidate or circumvent any existing or future trademarks and patents issued to, or licensed by, InBev. InBev cannot be certain that the steps it has taken to protect its portfolio of intellectual property rights (including trademark registration and domain names) will be sufficient or that third parties will not infringe upon or misappropriate proprietary rights. Moreover, some of the countries in which InBev operates offer less intellectual property protection than is available in Europe. If InBev is unable to protect its proprietary rights against infringement or misappropriation, it could have a material adverse effect on InBev’s business, results of operations, cash flows or financial condition and, in particular, on InBev’s ability to develop its business.

Certain of InBev’s operations depend on independent distributors to sell InBev’s products Certain of InBev’s operations are dependent on government controlled or privately owned but independent wholesale distributors for distribution of its products for resale to retail outlets. See ‘‘Description of InBev – Business Overview – Distribution of products’’ and ‘‘Description of InBev – Regulations affecting InBev’s Business’’ for further information in this respect. There can be no assurance that these distributors, who often act both for InBev and its competitors, will not give InBev’s competitors’ products higher priority, thereby reducing their efforts to sell InBev’s products. In addition, contractual restrictions and the regulatory environment of many markets may make it very difficult to change distributors in a number of markets. In certain cases, poor performance by a distributor is not a sufficient reason for replacement. The consequent inability of InBev to replace unproductive or inefficient distributors could adversely impact InBev’s business, results of operations and financial condition.

InBev relies on key third parties, including key suppliers, and the termination or modification of the arrangements with such third parties could negatively affect InBev’s business InBev relies on key third-party suppliers, including third-party suppliers for a range of raw materials for beer and soft drinks, and for packaging material, including aluminium cans, glass, kegs and polyethylene terephthalate (‘‘PET’’) bottles. InBev seeks to limit its exposure to market fluctuations in these supplies by entering into medium- and long-term fixed-price arrangements. InBev has a limited number of suppliers of aluminium cans and glass and PET bottles. Consolidation of the aluminium can industry and glass and PET bottle industry in certain markets in which InBev operates has reduced local supply alternatives and increased the risk of disruptions to aluminium can, glass and PET bottle supplies. Although InBev generally has other suppliers of raw materials and packaging materials, the termination of or material change to arrangements with certain key suppliers or the failure of a key supplier to meet its contractual obligations or otherwise deliver materials consistent with current usage would or may require InBev to make purchases from alternative suppliers, in each case at potentially higher prices than those agreed with this supplier, and this could have a material impact on InBev’s production, distribution and sale of beer and have a material adverse effect on InBev’s business, results of operations, cash flows or financial condition. A number of key brand names are both licensed to third-party brewers and used by companies over which InBev does not have control. For instance, InBev’s global brand Stella Artois is licensed to third parties in Algeria, Australia, New Zealand, Tanzania, South Africa and Greece and its other global brand Beck’s is licensed to third parties in Algeria, Turkey, Australia, New Zealand, Tunisia, Nigeria and Mauritius. See ‘‘Description of InBev – Business Overview – Licensing’’ for more information in this respect. To the extent that one of these key brand names or InBev’s joint ventures, investments in companies in which it does not own a controlling interest and its licensees are subject to negative publicity, it could have a material adverse effect on InBev’s business, results of operations, cash flows or financial condition.

20 InBev is exposed to emerging market risks A substantial proportion of InBev’s operations, representing approximately two-thirds of 2007 EBITDA, are carried out in emerging markets, including Brazil, Argentina, Venezuela, Bolivia, China, Russia, Ukraine and other emerging European and Latin American markets. InBev’s operations in these markets are subject to the customary risks of operating in developing countries, which include potential political and economic uncertainty, application of exchange controls, nationalisation or expropriation, crime and lack of law enforcement, political insurrection, external interference, currency fluctuations and changes in government policy. Such factors could affect InBev’s results by causing interruptions to its operations or by increasing the costs of operating in those countries or by limiting InBev’s ability to repatriate profits from those countries. Financial risks of operating in emerging markets also include risks of liquidity, inflation (e.g. Brazil has periodically experienced extremely high rates of inflation), devaluation (e.g. the Brazilian currency has devalued frequently during the last four decades), price volatility, currency convertibility and country default. These various factors could adversely impact InBev’s business, results of operations and financial condition. Due to InBev’s specific exposure, these factors could affect InBev more than its competitors with less exposure to emerging markets, and any general decline in emerging markets as a whole could impact InBev disproportionately compared to its competitors. Notwithstanding anything in this risk factor, this risk factor should not be taken as implying that either the relevant Issuer or the InBev Group will be unable to comply with their obligations as companies with Notes admitted to the Official List.

Information technology failures could disrupt InBev’s operations InBev increasingly relies on information technology systems to process, transmit, and store electronic information. A significant portion of the communication between InBev’s personnel, customers, and suppliers depends on information technology. As with all large systems, InBev’s information systems may be vulnerable to a variety of interruptions due to events beyond its control, including, but not limited to, natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers or other security issues. These or other similar interruptions could disrupt InBev’s operations, cash flows or financial condition. InBev depends on information technology to enable it to operate efficiently and interface with customers, as well as maintain in-house management and control. InBev has also entered into various information technology (‘‘IT’’) services agreements (with, among others, IBM Belgium, BT Limited Belgian Branch and LogicaCMG SA/NV) pursuant to which InBev’s IT infrastructure is outsourced. The concentration of processes in shared services centres means that any disruption could impact a large portion of InBev’s business within the operating zones served. If InBev does not allocate, and effectively manage, the resources necessary to build and sustain the proper technology infrastructure, InBev could be subject to transaction errors, processing inefficiencies, loss of customers, business disruptions, or the loss of or damage to intellectual property through a security breach. As with all IT systems, InBev’s system could also be penetrated by outside parties intent on extracting information, corrupting information or disrupting business processes. Such interruptions could disrupt InBev’s business and could have a material adverse effect on InBev’s business, results of operations, cash flows or financial condition.

InBev may not be able to recruit or retain key personnel In order to develop, support and market its products, InBev must hire and retain skilled employees with particular expertise. The implementation of InBev’s strategic business plans could be undermined by a failure to recruit or retain key personnel or the unexpected loss of senior employees, including in acquired companies. The success of InBev also depends upon maintaining good relations with its workforce. A substantial majority of InBev’s workforce in several of its operations is unionised. Any work stoppages or strikes – which tend to arise at the occasion of the renegotiation of collective bargaining agreements – could adversely affect InBev’s ability to operate its businesses. There can be no assurance that any increase in labour costs would not adversely impact InBev’s business, results of operations and financial condition.

21 InBev may not be able to successfully carry out further acquisitions and business integrations InBev has made in the past and may make in the future acquisitions of, investments in, and joint venture and similar arrangements with other companies and businesses. InBev cannot make further acquisitions unless it can identify suitable candidates and agree on the terms with them. Such transactions also involve a number of risks. InBev may not be able to successfully complete such transactions. After completion of a transaction, InBev may be required to integrate the acquired companies, businesses or operations into its existing operations. In addition, such transactions may involve the assumption of certain actual or potential, known or unknown, liabilities, which may have a potential impact on the financial risk profile of InBev. See also in this respect ‘‘Risk Factors – Risks relating to the Acquisition’’.

InBev’s insurance coverage may not be sufficient The cost of some of InBev’s insurance policies could increase in the future. In addition, some types of losses, such as losses resulting from wars, acts of terrorism, or natural disasters, generally are not insured because they are either uninsurable or it is not economically practical to obtain insurance. Moreover, insurers recently have become more reluctant to insure against these types of events. Should an uninsured loss or a loss in excess of insured limits occur, this could adversely impact InBev’s business, results of operations and financial condition.

InBev’s results of operations are affected by fluctuations in exchange rates In 2007, InBev derived approximately 80 per cent. of its revenues from operating companies that have functional currencies other than the euro. Consequently, because InBev reports its consolidated results in euro, any change in exchange rates between its operating companies’ functional currencies and the euro affects its consolidated income statement and balance sheet when the results of those operating companies are translated into euro for reporting purposes. Because InBev does not hedge its exposure to such currency translation risks nor does it currently expect to do so in the future, decreases in the value of its operating companies’ functional currencies against the euro tend to reduce those operating companies’ contributions in euro terms to InBev’s financial condition and results of operations. In addition to currency translation risk, InBev incurs currency transaction risks whenever one of its operating companies enters into transactions using currencies other than its functional currency, including purchase or sale transactions and the issuance or incurrence of debt. In particular, a significant portion of InBev’s operating expenses, including those related to packaging such as aluminium and iron cans and PET bottles, as well as sugar, hops and malting barley are denominated in or linked to the U.S. dollar. Decreases in the value of InBev’s operating companies’ functional currencies against the U.S. dollar or any other currencies in which their costs and expenses are priced will tend to increase those operating companies’ costs and expenses and negatively impact their operating margins in functional terms. Although InBev has hedge policies in place to manage commodity price and foreign currency risks to protect its exposure in functional currency terms to its operating companies’ transactions in currencies other than their functional currencies, there can be no assurance that such policies will be able to successfully hedge against the effects of such foreign exchange exposure, particularly over the long term. See ‘‘Description of InBev – Operating and Financial Review of InBev – Market risk, hedging and financial instruments’’ for further detail on InBev’s approach to hedging commodity price and foreign currency risk.

InBev’s results could be negatively affected by increasing interest rates InBev uses issuances of debt and bank borrowings as sources of funding. InBev maintains levels of debt that it considers prudent based on a number of factors, including its capital structure policy, which aims to optimise shareholder value through tax efficient maximisation of cash flow distribution to it from its subsidiaries, while maintaining an investment-grade rating and minimising cash and investments with a return below its weighted average cost of capital. Some debt issued or incurred by InBev is issued or incurred at variable interest rates, which exposes InBev to changes in such interest rates. Moreover, a significant part of InBev’s external debt is denominated in non-euro currencies, including the Brazilian real and the Canadian dollar. In connection with the Acquisition, the proportion of InBev’s debt denominated in U.S. dollars is expected to increase (see ‘‘Description of InBev – The Acquisition – Financing the Acquisition’’). Further, all of the USD 54.8 billion financing arrangements entered into by InBev in connection with the Acquisition are

22 based on variable interest rates and will therefore increase InBev’s exposure to interest rate risk substantially. Although InBev enters into interest rate swap agreements to manage its interest rate risk, and also enters into cross currency interest rate swap agreements to manage both its foreign currency risk and interest rate risk on interest-bearing financial liabilities denominated in non-euro currencies, there can be no assurance that such instruments will be successful in reducing the risks inherent in exposures to interest rate fluctuations. See ‘‘Description of InBev – Operating and Financial Review of InBev – Market risk, hedging and financial instruments’’ for further detail on InBev’s approach to foreign currency and interest rate risk.

Negative publicity may harm InBev’s business Media coverage and publicity generally can exert significant influence on consumer behaviour and actions. If the social acceptability of beer or soft drinks were to decline significantly, sales of InBev’s products could materially decrease. In recent years, there has been increased public and political attention directed at the alcoholic beverage and soft drink industries. This attention is a result of public concern over alcohol-related problems, including drunk driving, underage drinking and health consequences resulting from the misuse of alcohol (for example, alcoholism and obesity), as well as soft-drink related problems, including health consequences resulting from the excessive consumption of soft drinks (for example, obesity). Negative publicity regarding alcohol or soft drink consumption, publication of studies that indicate a significant health risk from consumption of alcohol or soft drinks, or changes in consumer perceptions in relation to beer or soft drinks generally could adversely affect the sale and consumption of InBev’s products and could harm InBev’s business, results of operations, cash flows or financial condition as consumers and customers change their purchasing patterns. Key brand names are used by InBev, its subsidiaries, associates and joint ventures, and licensed to third-party brewers. To the extent that InBev, one of InBev’s subsidiaries, associates, joint ventures or licensees are subject to negative publicity, and the negative publicity causes consumers and customers to change their purchasing patterns, it could have a material adverse effect on InBev’s business, results of operations, cash flows or financial condition. As InBev continues to expand its operations into emerging and growth markets, there is a greater risk that InBev may be subject to negative publicity, in particular in relation to labour rights and local work conditions. Negative publicity that materially damages the reputation of one or more of InBev’s brands could have an adverse effect on the value of that brand and subsequent revenues from that brand or business, which could adversely impact InBev’s business, results of operations and financial condition.

Risks relating to the Acquisition Anheuser-Busch InBev will face financial risks in refinancing the Acquisition and due to its increased level of debt InBev has financed the Acquisition with a combination of debt under the Senior Credit Facility, and a fully committed USD 9.8 billion Bridge Facility. On 18 December 2008, Anheuser-Busch InBev repaid the Bridge Facility from the net proceeds of the Rights Issue and cash proceeds received by Anheuser-Busch InBev from pre-hedging the foreign exchange rate between the euro and the U.S. dollar in connection with the Rights Issue. Anheuser-Busch InBev intends to refinance a portion of the Senior Credit Facility from a combination of the proceeds of one or more debt capital markets offerings (including through a private placement of notes to institutional investors in the U.S. (and elsewhere) and/or through the Programme). The decision to proceed with each offering will be made independently, subject to market conditions, from the decision to proceed with any other offering. The terms of these financing arrangements as well as their intended uses are described under ‘‘Description of InBev – The Acquisition – Financing the Acquisition’’. The Senior Credit Facility entered into by InBev in connection with the Acquisition could have significant consequences, including based on the following: • a portion of the Senior Credit Facility in the amount of up to USD 7 billion is intended to be repaid through the proceeds of divestiture of certain assets or businesses of InBev or Anheuser- Busch that InBev may complete shortly following the Acquisition, and a failure to complete the necessary asset divestitures would constrain InBev’s ability to refinance this indebtedness and require it to seek alternative refinancing sources, which may be unavailable or result in higher costs; and

23 • whether or not InBev is able to refinance the indebtedness incurred in connection with the Acquisition through asset disposals, the portion of InBev’s consolidated balance sheet that will be represented by debt will increase substantially as compared to its historical position. The consolidated liabilities of Anheuser-Busch InBev following the Acquisition also include any outstanding Anheuser-Busch indebtedness including indebtedness not refinanced in connection with the Acquisition. As at 30 September 2008, the total long-term indebtedness of Anheuser-Busch was USD 7.7 billion. The increased level of debt of Anheuser-Busch InBev could have significant consequences, including increasing its vulnerability to general adverse economic and industry conditions, limiting its ability to fund future working capital and capital expenditure, to engage in future acquisitions or development activities or to otherwise realise the value of its assets and opportunities fully because of the need to dedicate a substantial portion of its cash flow from operations to payments of interest and principal on its debt or to comply with any restrictive terms of its debt, limiting its flexibility in planning for, or reacting to, changes in its business and the industry in which it operates, impairing its ability to obtain additional financing in the future, and placing Anheuser-Busch InBev at a competitive disadvantage compared to its competitors that have less debt. In addition, if InBev fails to comply with the covenants or other terms of any agreements governing these facilities, its lenders will have the right to accelerate the maturity of that debt. Further, Anheuser- Busch InBev expects to reduce the amount of dividends it will pay in the first two to three years after the closing of the Acquisition, and may have to make further reductions or reduce dividends for a longer period as a result of management’s strategy to reduce the leverage of Anheuser-Busch InBev and its increased level of debt and the effect of the financial covenants in its debt facilities entered into to fund the Acquisition. See ‘‘Description of InBev – The Acquisition – Financing the Acquisition’’ for a description of the main covenants. Anheuser-Busch InBev’s ability to repay its outstanding indebtedness will depend upon market conditions, and unfavourable conditions could increase costs beyond what is anticipated. Such costs could have a material adverse impact on cash flows or its results of operations or both. In addition, an inability to refinance all or a substantial amount of these debt obligations when they become due would have a material adverse effect on the financial condition and results of operations of Anheuser-Busch InBev.

The Merger and incurrence of related financial indebtedness could cause a downgrading of InBev’s or Anheuser-Busch’s credit ratings and, as a result, adversely affect Anheuser-Busch InBev’s refinancing capacity, increase cost of funding and limit flexibility in managing its business. Ratings agencies may downgrade Anheuser-Busch InBev’s credit ratings below their current levels as a result of the Merger and the incurrence of the related financial indebtedness, and certain credit rating agencies may withdraw Anheuser-Busch’s separate credit rating. A downgrading of Anheuser- Busch’s credit rating below investment grade, together with the change of control of Anheuser-Busch, may trigger a requirement to refinance up to USD 1.35 billion of Anheuser-Busch’s outstanding indebtedness. Any credit rating downgrade affecting InBev or Anheuser-Busch could materially adversely affect the ability of Anheuser-Busch InBev to finance its ongoing operations and to refinance the debt incurred to fund the Acquisition, including by increasing its cost of borrowing, significantly harm its financial condition, results of operations and profitability, including its ability to refinance its other existing indebtedness.

Uncertainties about the effects of the Acquisition could materially and adversely affect the businesses and operations of InBev and Anheuser-Busch The Merger and the uncertainty regarding the effect of the Acquisition could cause disruptions to the businesses of Anheuser-Busch InBev. These uncertainties may materially and adversely affect Anheuser-Busch InBev’s businesses and their operations and could cause customers, distributors, other business partners and other parties that have business relationships with Anheuser-Busch InBev to defer the consummation of other transactions or other decisions concerning Anheuser-Busch InBev’s businesses, or to seek to change existing business relationships with these companies.

Anheuser-Busch InBev may not be able to retain its senior managers or employees The success of Anheuser-Busch InBev will depend, among other things, on its capacity to retain the key employees of InBev and Anheuser-Busch. The key employees of either InBev or Anheuser- Busch could leave their employment because of the uncertainties about their roles in Anheuser-Busch InBev, difficulties related to the combination, or because of a general desire not to remain with

24 Anheuser-Busch InBev. Moreover, Anheuser-Busch InBev will have to address issues inherent in the management of a greater number of employees in some very diverse geographic areas. Therefore, it is not certain that Anheuser-Busch InBev will be able to attract or retain its key employees and successfully manage them, which could disrupt its business and have an unfavourable material effect on its financial position, its income from operations and on the competitive position of Anheuser-Busch InBev. The success of Anheuser-Busch InBev depends on maintaining good relationships with its workforce. The Acquisition could substantially increase Anheuser-Busch InBev’s unionised workforce, and any work stoppage or strikes, including in connection with the integration of Anheuser-Busch InBev, could adversely affect Anheuser-Busch InBev’s ability to operate its business.

InBev may fail to realise the anticipated business growth opportunities, cost savings, increased profits, synergies and other benefits anticipated from the Acquisition Achieving the advantages of the Acquisition will depend partly on the rapid and efficient combination of the activities of InBev and Anheuser-Busch, two companies of considerable size which functioned independently and were incorporated in different countries, with geographically dispersed operations, and with different business cultures and compensation structures. The integration process involves inherent costs and uncertainties and there is no assurance that the Acquisition will achieve the anticipated business growth opportunities, cost savings, increased profits, synergies and other benefits InBev anticipates. InBev believes the consideration paid for the Acquisition is justified, in part, by the business growth opportunities, cost savings, increased profits, synergies, revenue benefits and other benefits it expects to achieve by combining its operations with those of Anheuser-Busch. However, these expected business growth opportunities, cost savings, increased profits, synergies and other benefits may not develop, and the assumptions upon which InBev determined the consideration paid for the Acquisition may prove to be incorrect, because, among other things, such assumptions were based on publicly available information. In addition, benefits may be lower than expected if InBev is not able to successfully introduce the Anheuser-Busch brands (such as Budweiser) into the markets outside the United States in which it intends to do so, including if it is legally restricted in using, or fails to successfully use, the intellectual property rights of any such brands in those markets, including as a result of third-party ownership of the relevant trademarks in various countries. Further, anticipated benefits may be adversely affected by a negative reaction of consumers or customers to the Acquisition. Implementation of the Acquisition and the successful integration of Anheuser-Busch will also require a significant amount of management time and, thus, may affect or impair management’s ability to run the business effectively during the period of the Acquisition and integration. In addition, InBev may not have, or be able to retain, employees with the appropriate skill sets for the tasks associated with InBev’s integration plan, which could adversely affect the integration of Anheuser-Busch. Although the estimated expense savings and revenue synergies contemplated by the Acquisition are significant, there can be no assurance that InBev will realise these benefits in the time expected or at all. Any failures, material delays or unexpected costs of the integration process could therefore have a material adverse effect on the business, results of operations and financial condition of Anheuser-Busch InBev.

The Acquisition was subject to the review and authorisation of various governmental authorities that could impose conditions that could have an unfavourable impact on InBev and Anheuser-Busch Completion of the Merger was conditioned upon, among other things, the expiration or termination of the applicable waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’). In connection with the Merger, InBev and Anheuser-Busch also have made and will make further filings with and notices to, and seek consents, orders and approvals from various other authorities. Requests for the relevant authorisations and notifications were filed by Anheuser-Busch and InBev in connection with the Acquisition with various applicable U.S. authorities (whether local, federal or governmental). The initial 30-day waiting period under the HSR Act (which ended on 18 August 2008) was extended by the issuance, on 18 August 2008, by the U.S. Department of Justice (the ‘‘DOJ’’) of a Request for Additional Information and Documentary Material. On 14 November 2008, InBev and Anheuser-Busch reached an agreement with the DOJ that permitted the completion of InBev’s acquisition of Anheuser-Busch. Under the terms of the proposed

25 consent final judgment filed on 14 November 2008 in the U.S. District Court for the District of Columbia, the following three actions must occur: • Labatt, a partially owned, indirect subsidiary of InBev headquartered in Toronto, Canada, is to grant to an independent third party a perpetual exclusive licence: • to market, distribute and sell Labatt branded beer (primarily Labatt Blue and Labatt Blue Light) for consumption in the United States; • to brew such Labatt branded beer in the United States or Canada solely for sale for consumption in the United States; and • to use the relevant trademarks and intellectual property to do so; • InBev is to sell to the licensee the assets of InBev USA LLC d/b/a/ Labatt USA, an InBev subsidiary, headquartered in Buffalo, New York, whose staff currently handles the importing, marketing and sale of Labatt branded beer to wholesalers in the United States; and • Labatt is to brew and supply the Labatt branded beer for the licensee for an interim period of no more than three years. These actions are to be implemented following completion of InBev’s acquisition of Anheuser- Busch. Anheuser-Busch InBev has agreed to indemnify AmBev and its subsidiary Labatt against certain losses, claims and damages arising out of the proposed consent final judgment and the divestiture of the assets required to be disposed of thereunder. Approximately 1.7 million hectolitres of Labatt branded beer were sold in the United States in 2007. The impact on earnings of the foregoing actions is not expected to be material to Anheuser-Busch InBev. The proposed consent final judgment described above is subject to review under the U.S. Tunney Act, 15 U.S.C. section 16 (the ‘‘Tunney Act’’). The Tunney Act requires that a notice to the public, describing, among other things, the terms of the proposed consent final judgment and the nature and purpose of the proceeding, must be published in the U.S. Federal Register and certain newspapers in order to provide the public with an opportunity to comment on the proposed consent final judgment. These comments, if any, are taken into consideration by the DOJ and the court in deciding whether the proposed final judgment is in the public interest and should be entered as a final judgment. Until the Tunney Act process is completed, the DOJ reserves the right to withdraw its consent to the proposed final judgment and to take such further action as is appropriate. In addition, the U.S. antitrust laws enable the DOJ and others such as U.S. state governments and private individuals to bring antitrust actions contending that an already completed merger substantially lessens competition or has created a monopoly or otherwise violates the antitrust laws in different or additional respects not contemplated by the action filed on 14 November 2008 and resolved by the proposed consent final judgment described above. Authorisation, approval and/or clearance under applicable antitrust/competition laws has also been obtained in Bosnia and Herzegovina, Brazil, China, Germany, Mexico, Montenegro, Serbia, Uruguay and the United Kingdom, and the regulatory review in Argentina in relation to the Merger is ongoing. The terms and conditions of any authorisations, approvals and/or clearances still to be obtained, or any other action taken by a governmental authority following the consummation of the Merger may require, among other things, the divestiture of any assets or business of Anheuser-Busch InBev to third parties, changes to operations in connection with the completion of the Acquisition, restrictions on the ability of Anheuser-Busch InBev to operate in certain jurisdictions following the Acquisition, restrictions on InBev and Anheuser-Busch combining their operations in certain jurisdictions or other commitments to regulatory authorities regarding ongoing operations. Any such actions could have a material adverse effect on the business of Anheuser-Busch InBev and diminish substantially the synergies and the advantages which InBev expects to achieve from the Acquisition. This could diminish substantially the synergies and the advantages which Anheuser-Busch InBev expects from a transaction achieved within the planned period and the successful integration of Anheuser-Busch. Any event that delays the integration of the InBev and Anheuser-Busch businesses and operations in any jurisdiction could have a material adverse effect on Anheuser-Busch InBev and the trading price of its shares. In addition, divestitures and other commitments, if any, may have an adverse effect on Anheuser- Busch InBev’s business, results of operations, financial condition and prospects. These or any conditions, remedies or changes also could have the effect of reducing the anticipated benefits of the transaction or imposing additional costs on or limiting Anheuser-Busch InBev’s revenues following the

26 completion of the Acquisition, any of which might have a material adverse effect on Anheuser-Busch InBev following the transaction. Please see ‘‘Description of InBev – The Acquisition – Regulatory approvals’’ for further details on regulatory approvals required under U.S. and non-U.S. antitrust laws.

The unaudited illustrative narrative information in this Base Prospectus describing the possible impact of the Acquisition, the related financing and the Rights Issue does not constitute ‘‘pro forma information’’ for Anheuser-Busch InBev presented in accordance with Annex II of the Commission Regulation (EC) No. 809/2004 of 29 April 2004, and does not purport to be representative of the financial condition or results of operations of Anheuser-Busch InBev as of any date or for any period, past or future The unaudited illustrative narrative information set forth in ‘‘Description of InBev – The Acquisition – Discussion of the unaudited illustrative financial impact on InBev of the Acquisition of Anheuser-Busch’’, describing the possible financial impacts of the Acquisition, the related financing and the proceeds of the Rights Issue, has been prepared solely for illustrative purposes and does not constitute ‘‘pro forma information’’ for Anheuser-Busch InBev presented in accordance with Annex II of the Commission Regulation (EC) No. 809/2004 of 29 April 2004. As described in ‘‘Description of InBev – The Acquisition – Discussion of the unaudited illustrative financial impact on InBev of the Acquisition of Anheuser-Busch’’, the unaudited illustrative narrative information is subject to important limitations that have prevented InBev from presenting such ‘‘pro forma information’’ for Anheuser- Busch InBev. These limitations include the following: • Due to legal restrictions applicable until completion of the Acquisition and other limitations on access to Anheuser-Busch information, InBev had limited access to certain financial and other information of Anheuser-Busch, and had no access to information about the significant investees of Anheuser-Busch, Grupo Modelo and Tsingtao. As a result, InBev has not been able to convert fully Anheuser-Busch’s historical financial information, which is prepared in accordance with U.S. GAAP, to IFRS as applied by InBev; • Also, due to limited access to Anheuser-Busch’s financial and other information prior to the completion of the Acquisition, InBev has not been able to conduct the valuation studies necessary to prepare an allocation of the purchase price of Anheuser-Busch. A purchase price allocation may result in identification of additional liabilities and recognition or derecognition of assets through valuation studies or otherwise. Allocation of the purchase price to these or other items could result in recurring or non-recurring impacts that have an adverse effect on Anheuser-Busch InBev’s results of operations. Under IFRS, InBev will have 12 months from the date of the Acquisition to recognise any adjustments to the provisional values used to account for the business combination as a result of completing the initial accounting; and • Although InBev may engage in asset or business disposals which may be material to Anheuser- Busch InBev in connection with the Acquisition, the effects of any such asset or business disposals have not been considered in the preparation of, and are therefore not reflected in, the unaudited illustrative narrative information. These and other limitations should be considered carefully when reviewing the unaudited illustrative narrative information in ‘‘Description of InBev – The Acquisition – Discussion of the unaudited illustrative financial impact on InBev of the Acquisition of Anheuser-Busch’’. As a result of these limitations, among other things, the narrative information has been based on available information and certain estimates and assumptions that InBev’s management believes are reasonable. In addition, InBev’s historical financial information is prepared in euros while Anheuser-Busch’s historical financial statements have been prepared in U.S. dollars that have, for the purposes of the narrative information, been converted into euros for the periods presented. Finally, the narrative information is included for illustrative purposes only and prospective investors should not place undue reliance upon it. The narrative information is presented as of 30 June 2008 and is partly based on information presented as of 31 December 2007. As a result, the information may not be indicative of performance for the full fiscal year ended 31 December 2008 or for any period subsequent to 30 June 2008. Moreover, InBev cannot give any assurance that the estimates and assumptions that have been made in preparing the narrative information reflect what Anheuser-Busch InBev’s financial condition or results of operations would have been as of the dates or during the periods described if InBev and Anheuser-Busch had reported on a consolidated basis, or what the actual effect of Anheuser-Busch InBev’s financial condition or results of operations as a single consolidated entity would be as of any date or for any period in the future.

27 Actions taken to enjoin the Merger or otherwise limit the rights of Anheuser-Busch InBev following the Merger could significantly reduce its expected advantages and could have a material adverse effect on Anheuser-Busch InBev and the trading price of its shares On 10 September 2008 an action brought under Section 7 of the Clayton Antitrust Act styled Ginsburg et al. v. InBev NV/SA et al., C.A. No. 08-1375, was filed against InBev, Anheuser-Busch and Anheuser-Busch, Inc. in the United States District Court for the Eastern District of Missouri. The complaint alleges that the Merger will have certain anticompetitive effects and consequences on the beer industry. Plaintiffs generally seek declaratory relief that the Merger violates Section 7 of the Clayton Antitrust Act and injunctive relief to prevent consummation of the Merger. On 3 November 2008, the plaintiffs filed a motion for a preliminary injunction against InBev’s acquisition of Anheuser- Busch. On 18 November 2008, the United States District Court for the Eastern District of Missouri denied the plaintiffs’ motion for a preliminary injunction. On 19 November 2008 the plaintiffs filed a motion requesting the court to reconsider its order of 18 November 2008 and, upon consideration, grant the preliminary injunction. On 16 October 2008, Grupo Modelo S.A.B, de C.V. (‘‘Grupo Modelo’’), Diblo S.A. de C.V. (‘‘Diblo’’) and the Grupo Modelo Series A shareholders (the ‘‘Series A Shareholders’’) filed an arbitration against Anheuser-Busch, Anheuser-Busch International, Inc., and Anheuser-Busch International Holdings, Inc. (‘‘ABIH’’) pursuant to the dispute resolution procedure set forth in the 1993 investment agreement among Grupo Modelo, Diblo and certain shareholders thereof, and Anheuser-Busch, Anheuser-Busch International, Inc. and ABIH (the ‘‘Investment Agreement’’). The arbitration will be conducted in New York City, New York in accordance with the terms of the Investment Agreement and under the arbitration rules of the United Nations Commission on International Trade Law (UNCITRAL). The notice of arbitration claims the transaction between Anheuser-Busch and InBev violates provisions of the Investment Agreement. The post-closing relief sought by Grupo Modelo includes permanently barring Anheuser-Busch and its successors from exercising corporate governance rights under the Investment Agreement and from exercising any right of first refusal to purchase the stock of Grupo Modelo held by the Series A Shareholders. Grupo Modelo and Diblo allege that the transaction constituted a prohibited transfer of the Series B shares in Grupo Modelo and Diblo held by ABIH. The Series A Shareholders allege that the merger transaction constituted a transfer of the Series B shares of Grupo Modelo and Diblo in violation of their right of first refusal to purchase. The respondents believe that there is no change of control clause in the Investment Agreement, and that since no direct transfer of the shares of Grupo Modelo and Diblo held by ABIH occurred, the claims of the claimants are without merit. However, the relief sought by Grupo Modelo, Diblo and its Series A Shareholders in the arbitral proceeding or any other equitable or other relief they may seek could have a material adverse effect on Anheuser-Busch or Anheuser- Busch InBev, including by limiting the ability to exercise corporate governance rights under the Investment Agreement with Grupo Modelo after the closing of the Merger. See section IV ‘‘Legal Proceedings – Modelo Arbitration’’ of Annex A of this Base Prospectus. Any of the proceedings or actions that seek equitable or other relief that affects the combination of InBev and Anheuser-Busch and its operations in specific jurisdictions or the ability of Anheuser- Busch InBev or its subsidiaries to exercise rights under existing agreements, such as the Modelo investment agreement, or that may require other actions to be taken by Anheuser-Busch InBev, including the divestiture of any asset or business of Anheuser-Busch-InBev, could diminish substantially the synergies and the advantages which InBev expects from a transaction achieved within the planned period and the successful integration of Anheuser-Busch, and have a material adverse effect on Anheuser-Busch InBev and the trading price of its shares.

Change of control or similar provisions in Anheuser-Busch’s employee benefit plans and certain other agreements may have been triggered upon the completion of the Acquisition and may lead to adverse consequences for Anheuser-Busch InBev, including the loss of significant contractual rights and benefits, the termination of joint venture and/or distribution agreements or the requirement to repay outstanding indebtedness Anheuser-Busch is a party to joint ventures, distribution and other agreements and instruments that may contain change of control or similar provisions that were triggered, or may be alleged to have been triggered, upon the completion of the Acquisition. Some of these agreements contain change of control provisions which provide for or permit, or which may be alleged to provide for or permit, the termination of the agreement upon the occurrence of a change of control of one of the parties or, in the case of debt instruments, require repayment of all outstanding indebtedness. If, upon review of

28 these agreements, InBev and Anheuser-Busch determine that such provisions can be waived by the relevant counterparties, they may decide to seek such waivers. In the absence of such waivers, the operation of the change of control provisions, if any, could result in the loss of material contractual rights and benefits, the termination of joint venture agreements or the requirement to repay outstanding indebtedness. In addition, various compensation and benefit programmes with members of Anheuser-Busch senior management and directors and other Anheuser-Busch employees contain change of control provisions providing for vesting of stock options, accelerated payouts under certain pension and bonus plans and tax gross-ups to be paid following the completion of the Acquisition. Certain of these compensation and benefit programmes also contain change of control provisions providing for compensation to be paid following the occurrence of a change of control even if the employment is not terminated. InBev has taken into account potential payments arising on the operation of change of control provisions, including compensation arising on change of control provisions in employment agreements, but such payments may exceed InBev’s expectations.

InBev and Anheuser-Busch have incurred and will incur substantial transaction and offer-related costs in connection with the Acquisition InBev and Anheuser-Busch have incurred and will incur significant transaction fees and other costs associated with completing the Acquisition, combining their operations and achieving desired synergies. These fees and costs are substantial and include financing, financial advisory, legal and accounting fees and expenses. Additional unanticipated costs may be incurred in the integration of InBev and Anheuser-Busch. Although Anheuser-Busch InBev expects that the realisation of other efficiencies related to the transaction will offset the incremental and transaction costs over time, this net benefit may not be achieved in the near term, or at all.

The financial results of Anheuser-Busch InBev will, as a result of the Acquisition and the resulting increased portion of assets, liabilities and earnings denominated in U.S. dollars, be more exposed to fluctuations in the exchange rate between the U.S. dollar and the euro Anheuser-Busch InBev will present its financial statements in euro and will have a significant portion of assets and revenues in non-euro currencies, particularly the U.S. dollar as a result of the significant assets and revenues of Anheuser-Busch in the United States. In addition, Anheuser-Busch InBev will face increased exposure to the U.S. dollar based on any amounts utilised from its Senior Credit Facility in order to finance the Acquisition. The operational and financial results as well as the equity of Anheuser-Busch InBev will therefore be more sensitive to fluctuations in the exchange rate of the U.S. dollar against the euro than they are currently. Although increased sensitivity to fluctuations in the U.S. dollar may correspondingly reduce InBev’s sensitivity to fluctuations in other currencies in which its assets and revenues are denominated (including, in particular, the Brazilian real), a depreciation of the U.S. dollar relative to the euro could have an adverse impact on the consolidated financial condition and results of operation of Anheuser-Busch InBev.

An impairment of goodwill or other intangible assets would adversely affect Anheuser-Busch InBev’s financial condition and results of operation The consideration paid in the Merger was significantly in excess of the book value of Anheuser- Busch’s net assets. As a result, upon completion of the Merger, a significant portion of the difference between the purchase price, Anheuser-Busch’s net assets at that date and the allocation of costs of the combination to the assets acquired and the liabilities assumed, will be recorded as goodwill. In addition, other intangible assets will be recorded as a result of the purchase price allocation. Under IFRS, goodwill and intangible assets with indefinite life are not amortised but are tested for impairment annually, or more often if an event or circumstance indicates that an impairment loss may have been incurred. Other intangible assets with a finite life are amortised on a straight-line basis over their estimated useful lives and reviewed for impairment whenever there is an indication of impairment. In particular, if the combination of the businesses meets with unexpected difficulties, or if the business of Anheuser-Busch InBev does not develop as expected, impairment charges may be incurred in the future which could be significant and which could have an adverse effect on Anheuser-Busch InBev’s results of operations and financial condition.

29 Information regarding Anheuser-Busch is extracted from public information and InBev has not verified its accuracy or completeness, or the adjustments and assumptions made in Anheuser-Busch’s accounting records Information regarding Anheuser-Busch in this Base Prospectus, including Annex A in this Base Prospectus, is extracted from the Anheuser-Busch annual report on Form 10-K for the year ended 31 December 2007 filed with the SEC on 29 February 2008, the Anheuser-Busch quarterly report on Form 10-Q for the period ended 30 June 2008 filed with the SEC on 25 July 2008 and the Anheuser- Busch quarterly report on Form 10-Q for the period ended 30 September 2008 filed with the SEC on 6 November 2008 and certain Anheuser-Busch press releases. Although InBev has no knowledge that would indicate that any statements contained in this Base Prospectus are inaccurate or incomplete, InBev was not involved in the preparation of such reports, statements or releases and, therefore, cannot verify the accuracy or completeness of the information obtained from such reports, statements or releases or any failure by Anheuser-Busch to disclose events that may have occurred, but that are unknown to InBev, that may affect the significance or accuracy of the information contained in such reports, statements or releases. In addition, given that until the completion of the Acquisition Anheuser-Busch provided InBev only with limited access to Anheuser-Busch’s accounting records, InBev has not had the information necessary to verify certain adjustments and assumptions independently, and therefore was not able to verify such adjustments and assumptions, with respect to Anheuser-Busch’s financial information.

Anheuser-Busch InBev may not be able to complete any restructuring or divestitures in connection with the Acquisition promptly, or at all Following the Acquisition, Anheuser-Busch InBev may dispose of certain assets or businesses of InBev or Anheuser-Busch and expects to utilise the proceeds from any such disposals to repay indebtedness incurred to finance the Acquisition. However, Anheuser-Busch InBev may not be able to effect any restructuring or divestitures at the time intended, or at all or at the desired price, especially in challenging market conditions. In addition, any restructuring or divestiture could be the subject of challenges or litigation and a court could delay any such transactions or prohibit them from occurring on their proposed terms, or from occurring at all, which could adversely affect the funding, synergies and cost-savings sought to be achieved in connection with the Acquisition.

Risks relating to Anheuser-Busch See Annex A (section VI ‘‘Risk Factors’’) in this Base Prospectus.

Risks relating to the beer and beverage industry Changes in the availability or price of raw materials, commodities and energy could have an adverse effect on InBev’s results of operations A significant portion of InBev’s operating expenses are related to raw materials and commodities, such as malt, hops, wheat, corn grits, corn syrup, adjuncts, sugar, aluminium cans, PET, steel, metal closures, plastic closures, labels, preforms, folding carton, soda ash, bottle caps and glass bottles. The supply and price of raw materials and commodities used for the production of InBev’s products can be affected by a number of factors beyond its control, including the level of crop production around the world, export demand, speculative movements in the raw materials or commodities market, government regulations and legislation affecting agriculture, adverse weather conditions, economic factors affecting growth decisions, various plant diseases and pests. InBev cannot predict future availability or prices of the raw materials or commodities required for its products. The markets in certain raw materials or commodities have experienced and will continue to experience shortages and significant price fluctuations. The foregoing may affect the price and availability of ingredients that InBev uses to manufacture its products as well as the cans and bottles in which InBev’s products are packaged. InBev may not be able to increase its prices to offset these increased costs, or increase its prices without suffering reduced volume, revenue and operating income. InBev uses both fixed price purchasing contracts and commodity derivatives to minimise its exposure to commodity price volatility. However, to the extent InBev fails to adequately manage the risks inherent in such volatility, including if its hedging arrangements do not effectively or completely hedge changes in commodity price risks, its results of operations may be adversely impacted. In addition, it is possible that the hedging instruments InBev uses to establish the purchase price for commodities in advance of the time of delivery may lock it into prices that are ultimately higher than actual market prices at the time of delivery. See ‘‘Description of InBev – Operating and Financial Review of InBev – Market risk,

30 hedging and financial instruments’’ for further detail on InBev’s approach to hedging commodity price risk. The production and distribution of InBev’s products consumes material amounts of energy, including oil-based products and electricity. Significantly higher energy prices over an extended period of time as well as changes in energy taxation and regulation with certain geographies may result in a negative effect on operating income and could potentially challenge InBev’s profitability in certain markets. There is no guarantee that InBev will be able to pass along increased energy costs to its customers in every case.

Competition could lead to a reduction of InBev’s margins and could adversely affect InBev’s profitability Globally, brewers compete mainly on the basis of brand image, price, quality, distribution networks and customer service. Consolidation has significantly increased the capital base and geographic reach of InBev’s other competitors in some of the markets in which InBev operates, and competition is expected to increase further as the trend towards consolidation among companies in the beer industry continues. Competition in its various markets could cause InBev to reduce pricing, increase capital investment, marketing and other expenditure or lose market share, any of which could have a material adverse effect on InBev’s business, financial condition and results of operations. Additionally, the absence of level playing fields in some markets and the lack of transparency or even certain unfair or illegal practices, such as tax evasion and corruption, may skew the competitive environment, with material adverse effects on InBev’s profitability or capability to operate.

InBev could incur significant costs as a result of compliance with and violations or liabilities under various regulations that govern InBev’s operations InBev’s business is highly regulated in many of the countries in which it operates. The regulations adopted by the authorities in these countries govern many parts of InBev’s operations, including brewing, marketing and advertising (in particular to persons under the legal drinking age), transportation, distributor relationships and sales. InBev is also routinely subject to new or modified laws and regulations with which it must comply in order to avoid claims, fines and other penalties, which could adversely impact InBev’s business, results or operations and financial condition. There can be no assurance that InBev will not incur material costs or liabilities in connection with its compliance with applicable regulatory requirements or that such regulation will not interfere with InBev’s beer or soft drinks businesses. The level of regulation to which the businesses of InBev are subject can be affected by changes in the public perception of beer consumption. In recent years, there has been increased social and political attention in certain countries directed at the alcoholic beverage industry, and governmental bodies may respond to any public criticism by implementing further regulatory restrictions on opening hours, drinking ages or advertising. Such public concern and any resulting restrictions may cause the social acceptability of beer to decline significantly and consumption trends to shift away from beer to non-alcoholic beverages, which would have a material adverse effect on InBev’s business, financial condition and results of operations.

InBev’s operations are subject to environmental regulations, which could expose it to significant compliance costs and litigation relating to environmental issues InBev’s operations are subject to environmental regulations by national, state and local agencies, including in certain cases regulations that impose liability without regard to fault. These regulations can result in liability which might adversely affect the operations of InBev. The environmental regulatory climate in the markets in which InBev operates is becoming stricter, with greater emphasis on enforcement. While InBev has budgeted for future capital and operating expenditure to maintain compliance with environmental laws and regulations, there can be no assurance that InBev will not incur substantial environmental liability or that applicable environmental laws and regulations will not change or become more stringent in the future.

31 InBev is exposed to antitrust and competition laws in certain jurisdictions and the risk of changes in such laws or in the interpretation and enforcement of existing antitrust and competition laws InBev is subject to antitrust and competition laws in the jurisdictions in which it operates and may be subject to regulatory scrutiny in certain of these jurisdictions, including due to its size and market share in such jurisdictions. In a number of the jurisdictions in which InBev operates, InBev produces and/or sells a significant portion of the beer consumed. InBev’s ability to grow through acquisitions in certain countries might be limited due to its important position in those markets. For instance, AmBev has been subject to monitoring by Brazilian antitrust authorities and Argentine authorities (see ‘‘Description of InBev – Legal and Arbitration Proceedings – AmBev and its Subsidiaries – Antitrust matters’’). There can be no assurance that the introduction of new competition laws in the jurisdictions in which InBev operates, the interpretation of existing antitrust or competition laws or the enforcement of existing antitrust or competition laws, or any agreements with antitrust or competition authorities, against InBev or its subsidiaries, including AmBev, will not affect InBev’s or its subsidiaries’ business in the future.

The beer and beverage industry may be subject to changes in taxation Taxation on InBev’s beer and non-beer products in the countries in which it operates are composed of different taxes specific to each jurisdiction, such as excise and other indirect duties. In many jurisdictions, such excise and other indirect duties make up a large proportion of the cost of beer charged to consumers. Moreover, governments in the countries in which InBev operates regularly consider proposals to impose additional excise and other taxes on the production and sale of alcoholic beverages, including beer. For example, in November 2008 the Brazilian Congress approved certain changes (effective 1 January 2009) to the taxable basis and tax rates of the Imposto Sobre Produtos Industrializados (that is, the Brazilian federal excise tax) and the PIS/COFINS (Brazilian social contributions) that may substantially raise InBev’s tax burden. The Brazilian tax reforms, including the exact tax rate modifications, remain subject to sanction by the Brazilian Presidency and will be regulated by Brazilian tax authorities. Increases in excise and other indirect taxes applicable to InBev’s products (either on an absolute basis or relative to the levels applicable to other beverages) tend to negatively impact its revenues or margins, both by reducing overall consumption and by encouraging consumers to switch to lower-taxed categories of beverages. Consequently, to the extent that the effect of the Brazilian tax reforms described above or other proposed changes to excise and other indirect duties in the countries in which InBev operates is to increase the total burden of indirect taxation on InBev’s products, the results of its operations in those countries could be adversely affected. In addition to excise and other indirect duties, InBev is subject to income and other taxes in the countries in which it operates. There can be no assurance that the operations of InBev’s breweries and other facilities will not become subject to increased taxation by national, local or foreign authorities or that InBev and its subsidiaries will not become subject to higher corporate income tax rates or to new or modified taxation regulations and requirements. Any such increases or changes in taxation would tend to adversely impact InBev’s results of operations.

InBev is exposed to the risk of litigation InBev and subsidiaries within the InBev Group are now and may in the future be a party to legal proceedings and claims and significant damages may be asserted against them. See ‘‘Description of InBev – Legal and arbitration proceedings’’ and note 31 ‘‘Contingencies’’ to InBev’s audited consolidated financial statements for the year ended 31 December 2007 for a description of certain material contingencies which InBev believes will possibly (but not probably) be realised. Given the inherent uncertainty of litigation, it is possible that InBev might incur liabilities as a consequence of the proceedings and claims brought against it or any of its subsidiaries, including those not currently believed by it to be possible. Moreover, companies in the alcoholic beverage industry are, from time to time, exposed to collective suits (class actions) or other litigation relating to alcohol advertising, alcohol abuse problems or health consequences from the excessive consumption of alcohol. As an illustration, certain beer and alcoholic beverage producers of the United States, Canada and Europe were recently involved in class actions in the U.S. seeking damages for alleged marketing of alcoholic beverages to underage consumers. If any of these types of litigation results for InBev in fines, damages or reputational

32 damage, this could have a material adverse effect on InBev’s business, results of operations, cash flows or financial position. See ‘‘Description of InBev – Legal and arbitration proceedings’’ for additional information on litigation matters.

If any of InBev’s products are found to contain contaminants, InBev may be subject to product recalls or other liabilities InBev takes precautions to ensure that its beverage products are free from contaminants. Such precautions include quality-control programmes for primary materials, the production process and InBev’s final products. InBev has established procedures to correct problems detected. In the event that contamination does occur in the future, it may lead to business interruptions, product recalls or liability, each of which could have an adverse effect on InBev’s business, reputation, prospects, financial condition and results of operations. Although InBev maintains insurance policies against certain of these risks, it may not be able to enforce its rights in respect of these policies and, in the event contamination occurs, any amounts that InBev does recover may not be sufficient to offset any damage it may suffer, which could adversely impact InBev’s business, results of operations and financial condition.

Demand for InBev’s products may be adversely affected by changes in consumer preferences and tastes InBev depends on its ability to satisfy consumer preferences and tastes. Consumer preferences and tastes can change in unpredictable ways due to a variety of factors, such as changes in demographics or product attributes, consumer health concerns about obesity, product attributes and ingredients, changes in travel, vacation or leisure activity patterns, weather, negative publicity resulting from regulatory action or litigation against InBev or comparable companies or a downturn in economic conditions. Consumers also may begin to prefer the products of competitors or may generally reduce their demand for products in the category. Failure by InBev to anticipate or respond adequately to changes in consumer preferences and tastes could adversely impact InBev’s business, results of operations and financial condition.

InBev is exposed to the risks of an economic recession, credit and capital market volatility and economic and financial crisis, which could adversely affect the demand for its products and adversely affect the market price of its shares InBev is exposed to the risk of a global recession or a recession in one or more of its key markets, which could result in lower revenues and reduced income. Any such development could adversely affect demand for beer, which could result in a deterioration in the results of InBev’s operations. Beer consumption in many of the jurisdictions in which InBev operates is closely linked to general economic conditions, with levels of consumption tending to rise during periods of rising per capita income and fall during periods of declining per capita income. Additionally, per capita consumption is inversely related to the sale price of InBev’s products. Besides moving in concert with changes in per capita income, beer consumption also increases or decreases in accordance with changes in disposable income. Currently, disposable income is low in many of the countries in which InBev operates compared to disposable income in more developed countries. Any decrease in disposable income resulting from an increase in inflation, income taxes, the cost of living, or other factors would likely adversely affect demand for beer. Capital and credit market volatility, such as has been experienced recently, may result in downward pressure on stock prices and credit capacity of issuers. A continuation or worsening of recent levels of market disruption and volatility could have an adverse effect on InBev’s ability to access capital, and on its business, results of operations and financial condition, and on the market price of its shares.

Natural and other disasters could disrupt InBev’s operations InBev’s business and operating results could be negatively impacted by social, technical or physical risks such as earthquakes, hurricanes, flooding, fire, power loss, loss of water supply, telecommunications and IT system failures, political instability, military conflict and uncertainties arising

33 from terrorist attack, including a global economic slowdown, the economic consequences of any military action and associated political instability.

Seasonal consumption cycles and adverse weather conditions may result in fluctuations in demand for InBev’s products Seasonal consumption cycles and adverse weather conditions in the markets in which InBev operates may have an impact on InBev’s operations. This is particularly true in the summer months, when unseasonably cool or wet weather can affect sales volumes. Demand for beer is normally more depressed in InBev’s major markets in the northern hemisphere during the first and fourth quarters of each year, and InBev’s consolidated net revenue from those markets is therefore normally lower during this time. Although this risk was mitigated by InBev’s relatively balanced footprint in both hemispheres, Anheuser-Busch InBev is relatively more exposed to the markets in the northern hemisphere than to the markets in the southern hemisphere since the closing of the Acquisition, which could adversely impact Anheuser-Busch InBev’s business, results of operations and financial condition.

Factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme The Notes may not be a suitable investment for all investors Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: (i) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Base Prospectus or any applicable supplement; (ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact the Notes will have on its overall investment portfolio; (iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including Notes with principal or interest payable in one or more currencies, or where the currency for principal or interest payments is different from the potential investor’s currency; (iv) understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices and financial markets; and (v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. Some Notes are complex financial instruments. Sophisticated institutional investors generally do not purchase complex financial instruments as stand-alone investments. They purchase complex financial instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. A potential investor should not invest in Notes which are complex financial instruments unless it has the expertise (either alone or with a financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of the Notes and the impact this investment will have on the potential investor’s overall investment portfolio.

Risks related to the structure of a particular issue of Notes A wide range of Notes may be issued under the Programme. A number of these Notes may have features which contain particular risks for potential investors. Set out below is a description of the most common such features:

Notes subject to optional redemption by the relevant Issuer An optional redemption feature of Notes is likely to limit their market value. During any period when the relevant Issuer may elect to redeem Notes, the market value of those Notes generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period.

34 The relevant Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on the Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time.

Index Linked Notes and Dual Currency Notes The Issuers may issue Notes with principal or interest determined by reference to an index or formula, to changes in the prices of securities or commodities, to movements in currency exchange rates or other factors (each, a ‘‘Relevant Factor’’). In addition, the Issuers may issue Notes with principal or interest payable in one or more currencies which may be different from the currency in which the Notes are denominated. Potential investors should be aware that: (i) the market price of such Notes may be volatile; (ii) they may receive no interest; (iii) payment of principal or interest may occur at a different time or in a different currency than expected; (iv) they may lose all or a substantial portion of their principal; (v) a Relevant Factor may be subject to significant fluctuations that may not correlate with changes in interest rates, currencies or other indices; (vi) if a Relevant Factor is applied to Notes in conjunction with a multiplier greater than one or contains some other leverage factor, the effect of changes in the Relevant Factor on principal or interest payable likely will be magnified; and (vii) the timing of changes in a Relevant Factor may affect the actual yield to investors, even if the average level is consistent with their expectations. In general, the earlier the change in the Relevant Factor, the greater the effect on yield. The historical experience of an index should not be viewed as an indication of the future performance of such index during the term of any Index Linked Notes. Accordingly, each potential investor should consult its own financial and legal advisers about the risk entailed by an investment in any Index Linked Notes and the suitability of such Notes in light of its particular circumstances.

Partly-paid Notes The Issuers may issue Notes where the issue price is payable in more than one instalment. Failure to pay any subsequent instalment could result in an investor losing all of his investment.

Variable rate Notes with a multiplier or other leverage factor Notes with variable interest rates can be volatile investments. If they are structured to include multipliers or other leverage factors, or caps or floors, or any combination of those features or other similar related features, their market values may be even more volatile than those for securities that do not include those features.

Inverse Floating Rate Notes Inverse Floating Rate Notes have an interest rate equal to a fixed rate minus a rate based upon a reference rate such as LIBOR. The market values of those Notes typically are more volatile than market values of other conventional floating rate debt securities based on the same reference rate (and with otherwise comparable terms). Inverse Floating Rate Notes are more volatile because an increase in the reference rate not only decreases the interest rate of the Notes, but may also reflect an increase in prevailing interest rates, which further adversely affects the market value of these Notes.

Fixed/Floating Rate Notes Fixed/Floating Rate Notes may bear interest at a rate that converts from a fixed rate to a floating rate, or from a floating rate to a fixed rate. Where the relevant Issuer has the right to effect such a conversion, this will affect the secondary market and the market value of the Notes since the relevant Issuer may be expected to convert the rate when it is likely to produce a lower overall cost of borrowing. If the relevant Issuer converts from a fixed rate to a floating rate in such circumstances, the

35 spread on the Fixed/Floating Rate Notes may be less favourable than then prevailing spreads on comparable Floating Rate Notes tied to the same reference rate. In addition, the new floating rate at any time may be lower than the rates on other Notes. If the relevant Issuer converts from a floating rate to a fixed rate in such circumstances, the fixed rate may be lower than then prevailing rates on its Notes.

Notes issued at a substantial discount or premium The market values of securities issued at a substantial discount or premium from their principal amount tend to fluctuate more in relation to general changes in interest rates than do prices for conventional interest-bearing securities. Generally, the longer the remaining term of the securities, the greater the price volatility as compared to conventional interest-bearing securities with comparable maturities.

Neither the Domiciliary Agent nor the Common Depositary is required to segregate amounts received by it in respect of any Notes The terms and conditions of the Notes and the Domiciliary Agency Agreement and Agency Agreement provide that, (a) in the case of Notes issued by Anheuser-Busch InBev and cleared through the X/N Clearing System, the Domiciliary Agent will debit the relevant account of Anheuser-Busch InBev and use such funds to make payment to the Noteholders, and (b) in the case of Notes issued by an Issuer other than Anheuser-Busch InBev and represented by one or more bearer Global Notes, the relevant Issuer will make payment to, or to the order of, the holder of the relevant Global Note(s). In the case of (b) above, such funds will be used to make payment (through Euroclear and Clearstream, Luxembourg) to holders of beneficial interests in such Global Note(s). In each case, the obligations of the relevant Issuer will be discharged by payment to, or to the order of, the Domiciliary Agent or the Common Depositary, as applicable, in respect of each amount so paid. Neither the Domiciliary Agent nor the Common Depositary is required to segregate any such amounts received by it in respect of the Notes, and in the event that the Domiciliary Agent or Common Depositary, as applicable, were subject to insolvency proceedings at any time when it held any such amounts, Noteholders would not have any further claim against the relevant Issuer or the Guarantors in respect of such amounts, and would be required to claim such amounts from the Domiciliary Agent or the Common Depositary, as applicable, in accordance with applicable insolvency laws.

Risks related to Notes generally Set out below is a brief description of certain risks relating to the Notes generally:

Modification The conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders, including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority.

EU Savings Directive Under EC Council Directive 2003/48/EC on the taxation of savings income (the ‘‘Savings Directive’’), member states of the European Union (‘‘Member States’’) are required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a paying agent located within its jurisdiction to, or for the benefit of, an individual resident or certain entities called ‘‘residual entities’’ (as described on page 225 of this Base Prospectus) established in that other Member State. However, for a transitional period, Belgium, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-EU countries and territories, including Switzerland, have adopted similar measures (a withholding system in the case of Switzerland). If a payment were to be made or collected through a Member State which has opted for a withholding system and an amount of, or in respect of, tax were to be withheld from that payment, neither the relevant Issuer nor any Paying Agent nor any other person would be obliged to pay

36 additional amounts with respect to any Note as a result of the imposition of such withholding tax. The Issuers are required to maintain a Paying Agent in a Member State that is not obliged to withhold or deduct tax pursuant to the Directive. On 15 September 2008 the European Commission issued a report to the Council of the European Union on the operation of the Savings Directive, which included the Commission’s advice on the need for changes to the Savings Directive. On 13 November 2008 the European Commission published a more detailed proposal for amendments to the Savings Directive, which included a number of suggested changes. If any of those proposed changes are implemented in relation to the Savings Directive, they may amend or broaden the scope of the requirements described above.

Change of law The conditions of the Notes are based on English law in effect as at the date of this Base Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to English law or administrative practice after the date of this Base Prospectus.

Notes where denominations involve integral multiples: definitive Notes In relation to any issue of Notes which have denominations consisting of a minimum Specified Denomination plus one or more higher integral multiples of another smaller amount, it is possible that such Notes may be traded in amounts that are not integral multiples of such minimum Specified Denomination. In such a case a holder who, as a result of trading such amounts, holds an amount which is less than the minimum Specified Denomination in his account with the relevant clearing system at the relevant time may not receive a definitive Note in respect of such holding (should definitive Notes be printed) and would need to purchase a principal amount of Notes such that its holding amounts to a Specified Denomination. If definitive Notes are issued, holders should be aware that definitive Notes which have a denomination that is not an integral multiple of the minimum Specified Denomination may be illiquid and difficult to trade.

The Change of Control Put If a Change of Control Put is specified in the relevant Final Terms as being applicable, each holder of Notes will have the right to require the relevant Issuer to repurchase all or any part of such holder’s Notes at the Optional Redemption Amount together, if appropriate, with interest accrued to (but excluding) the Effective Date upon the occurrence of an Early Redemption Event. However, the Change of Control Put is subject to the approval of InBev’s shareholders. The approval of the Change of Control Put is expected to be raised at the next general meeting of shareholders of InBev. In the event that the shareholders do not approve the Change of Control Put as detailed in Condition 7.5, such provision will not be effective. In respect of each Series where a Change of Control Put is specified in the relevant Final Terms as being applicable, and the Change of Control Put is approved by InBev’s shareholders, each Noteholder will have the right to require the relevant Issuer to repurchase all or any part of such Noteholder’s Notes upon the occurrence of an Early Redemption Event, as further described in Condition 7.5. In the event that such Change of Control Put right is exercised by holders of at least 85 per cent. of the aggregate principal amount of the relevant Series, the relevant Issuer may, at its option, redeem all (but not some only) of the Notes then outstanding pursuant to Condition 7.5. However, Noteholders should be aware that, in the event that (i) holders of 85 per cent. or more of the aggregate principal amount of the relevant Series exercise their option under Condition 7.5, but the relevant Issuer does not elect to redeem the remaining outstanding Notes, or (ii) holders of a significant proportion, but less than 85 per cent. of the aggregate principal amount, of the relevant Series exercise their option under Condition 7.5, Notes in respect of which the Change of Control Put is not exercised may be illiquid and difficult to trade.

The guarantees provided by Ambrew, Brandbrew, InBev France, InBev Nederland, Interbrew Holding and Interbrew International, respectively, are subject to certain limitations For the purposes of the guarantee provided by InBev France, such guarantee shall not include any obligation or liability which if incurred would constitute the provision of financial assistance within the meaning of article L.255-216 of the French Commercial Code and/or would constitute a misuse of corporate assets within the meaning of article L.241-3 or L.242-6 of the French Commercial Code or

37 any other law or regulations having the same effect, as interpreted by French courts. In addition, the obligations and liabilities of InBev France under its guarantee shall be limited, at any time, to an amount equal to the aggregate principal amount of the Notes issued by the relevant Issuer to the extent, however, directly or indirectly on-lent or otherwise provided by the relevant Issuer to InBev France or its Subsidiaries under intercompany loans or similar arrangements and outstanding at the date a payment is to be made by InBev France under its guarantee, except that the obligations and liabilities of InBev France under its Guarantee for the obligations in respect of any Notes of any relevant Issuer which is an InBev France Subsidiary shall not be limited and shall therefore cover all amounts due by such relevant Issuer in such capacity. For the purposes of the guarantees provided by Ambrew and Brandbrew (the ‘‘Luxembourg Guarantors’’) respectively, the maximum aggregate liability of the relevant Luxembourg Guarantor, in the case of Ambrew, under Ambrew’s Guarantee, and in the case of Brandbrew, under Brandbrew’s Guarantee and as guarantor of the Brandbrew Guaranteed Facilities (excluding its Guarantee), shall not exceed an amount equal to the aggregate of (without double counting): (A) the aggregate amount of all moneys received by the relevant Luxembourg Guarantor and the relevant Luxembourg Guarantor’s Subsidiaries as a borrower or issuer under the relevant Luxembourg Guarantor’s Guaranteed Facilities (as defined below); (B) the aggregate amount of all outstanding intercompany loans made to the relevant Luxembourg Guarantor and the relevant Luxembourg Guarantor’s Subsidiaries by other members of the Anheuser-Busch InBev group which have been directly or indirectly funded using the proceeds of borrowings under the relevant Luxembourg Guarantor’s Guaranteed Facilities; and (C) an amount equal to 100 per cent. of the greater of: (I) the sum of relevant Luxembourg Guarantor’s own capital (capitaux propres) and its subordinated debt (dettes subordonn´ees) (other than any subordinated debt already accounted for above) (both as referred to in the Law of 2002) as reflected in relevant Luxembourg Guarantor’s then most recent annual accounts approved by the competent organ of the relevant Luxembourg Guarantor (as audited by its r´eviseur d’entreprises (external auditor), if required by law); and (II) the sum of the relevant Luxembourg Guarantor’s own capital (capitaux propres) and its subordinated debt (dettes subordonn´ees) (both as referred to in article 34 of the Law of 2002) as reflected in its filed annual accounts available as at the Issue Date of the first Tranche of the relevant Series. In addition, the obligations and liabilities of a Luxembourg Guarantor under its Guarantee and under any of the relevant Luxembourg Guarantor’s Guaranteed Facilities shall not include any obligation which, if incurred, would constitute a breach of the provisions on financial assistance as defined by article 49-6 of the Luxembourg Law on Commercial Companies dated 10 August 1915, as amended, to the extent such or an equivalent provision is applicable to the relevant Luxembourg Guarantor. Notwithstanding the other terms of InBev France’s and Ambrew’s Guarantee and the Conditions, the maximum aggregate amount that may be claimed against Ambrew and InBev France, collectively, under their respective Guarantees and under the guarantees given by Ambrew and InBev France in respect of the Ambrew Guaranteed Facilities (excluding their respective Guarantees) shall not exceed A260,000,000 (or its equivalent in any other currency). The Guarantees granted by InBev Nederland, Interbrew International and Interbrew Holding, respectively, shall not apply to any liability to the extent that it would result in such Guarantee constituting unlawful financial assistance.

The guarantees provided by the Guarantors will be subject to certain limitations on enforcement and may be limited by applicable laws or subject to certain defences that may limit their validity and enforceability The guarantees given by the Guarantors provide holders of Notes with a direct claim against the relevant Guarantor in respect of the Issuers’ obligations under the Notes. Enforcement of each guarantee would be subject to certain generally available defences. Local laws and defences may vary, and may include those that relate to corporate benefit (ultra vires), fraudulent conveyance or transfer (actio pauliana), voidable preference, financial assistance, corporate purpose, liability in tort, subordination and capital maintenance or similar laws and concepts. They may also include regulations or defences which affect the rights of creditors generally. A guarantee granted by a Dutch legal entity may, under certain circumstances, be nullified by any of its creditors, if (i) the guarantee was granted without an obligation to do so (onverplicht), (ii) the creditor concerned was prejudiced as a consequence of the guarantee and (iii) at the time the guarantee was granted both the legal entity and, unless the guarantee was granted for no consideration

38 (om niet), the beneficiary of the guarantee knew or should have known that one or more of the entities’ creditors (existing or future) would be prejudiced. Also to the extent that Dutch insolvency law applies, a guarantee or security may be nullified by the receiver (curator) on behalf of and for the benefit of all creditors of the insolvent debtor. In addition, if a Dutch company grants a guarantee and that guarantee is not in the company’s corporate interest, the guarantee may be nullified by the Dutch company, its receiver and its administrator (bewindvoerder) and, as a consequence, not be valid, binding and enforceable against it. In determining whether the granting of such guarantee is in the interest of the relevant company, the Dutch courts would consider the text of the objects clause in the articles of association of the company and whether the company derives certain commercial benefits from the transaction in respect of which the guarantee was granted. In addition, if it is determined that there are no, or insufficient, commercial benefits from the transaction for the company that grants the guarantee, then such company (and any bankruptcy receiver) may contest the enforcement of the guarantee. It remains possible that even where strong financial and commercial interdependence exists, the transaction may be declared void if it appears that the granting of the guarantee cannot serve the realisation of the relevant company’s objects. In addition, a guarantee issued by a Dutch company may be suspended or avoided by the Enterprise Chamber of the Court of Appeal in Amsterdam (Ondernemingskamer van het Gerechtshof te Amsterdam) on the motion of a trade union and of other entities entitled thereto in the articles of association (statuten) of the relevant Dutch company. Likewise, the guarantee or security itself may be upheld by the Enterprise Chamber, yet actual payment under it may be suspended or avoided. Under Luxembourg law it is acceptable for a Luxembourg company to grant a guarantee for the obligations of group companies, if the granting of such guarantee is justified by the group’s interest. In such a case, it is generally considered that the guarantees/third party security granted for group purposes may not exceed the guarantor’s financial capabilities. In the case at hand, there is a risk that the combination in the guarantee limitation language referred to in Condition 2.2 of (i) no inclusion in the maximum aggregate liability of Ambrew of Ambrew’s other liabilities for group purposes under the agreements to which Ambrew is or will become a party and (ii) limitation of the liability of Ambrew and Brandbrew to 100 per cent. of their own capital and their subordinated debt might result in the guarantees to exceed Ambrew’s or Brandbrew’s financial capabilities. So far there exists no published Luxembourg case law on a guarantee given by a guarantor to support the obligations of group companies. However, based on foreign authorities, when a guarantee granted by a Luxembourg company exceeds the companies’ financial capabilities, there is a certain risk that: (i) the guarantees could be held null and void and/or unenforceable; and (ii) in specific circumstances, the creditors who have taken advantage of the guarantees, might be liable in tort, in which case damages may be due to harmed third parties. If a court were to find a guarantee given by a Guarantor, or a portion thereof, void or unenforceable as a result of such local laws or defences, or to the extent that agreed limitations on guarantees apply, holders would cease to have any claim in respect of that Guarantor and would be creditors solely of the relevant Issuer and any remaining Guarantors and, if payment had already been made under the relevant guarantee, the court could require that the recipient return the payment to the relevant Guarantor.

Risks related to the market generally Set out below is a brief description of the principal market risks, including liquidity risk, exchange rate risk, interest rate risk and credit risk:

The secondary market generally Notes may have no established trading market when issued, and one may never develop. If a market does develop, it may not be very liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. This is particularly the case for Notes that are especially sensitive to interest rate, currency or market risks, are designed for specific investment objectives or strategies or have been structured to meet the investment requirements of limited categories of investors. These types of Notes generally would have a more limited secondary market and more price volatility than

39 conventional debt securities. Illiquidity may have a severely adverse effect on the market value of Notes.

Exchange rate risks and exchange controls The relevant Issuer will pay principal and interest on the Notes and the Guarantors will make any payments under their respective guarantees in the Specified Currency. This presents certain risks relating to currency conversions if an investor’s financial activities are denominated principally in a currency or currency unit (the ‘‘Investor’s Currency’’) other than the Specified Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Specified Currency or revaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s Currency may impose or modify exchange controls. An appreciation in the value of the Investor’s Currency relative to the Specified Currency would decrease (1) the Investor’s Currency-equivalent yield on the Notes, (2) the Investor’s Currency-equivalent value of the principal payable on the Notes and (3) the Investor’s Currency-equivalent market value of the Notes. Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal.

Interest rate risks Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates may adversely affect the value of the Fixed Rate Notes.

Credit ratings may not reflect all risks One or more independent credit rating agencies may assign credit ratings to the Notes. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time.

Legal investment considerations may restrict certain investments The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based capital or similar rules.

40 DOCUMENTS INCORPORATED BY REFERENCE The following documents, which have previously been published or are published simultaneously with this Base Prospectus and which have been approved by the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financiere` et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezen), shall be incorporated in, and form part of, this Base Prospectus: • the following sections of the rights offering prospectus issued by Anheuser-Busch InBev dated 23 November 2008 (the ‘‘Rights Offering Prospectus’’) relating to its 8 for 5 rights issue of 986,109,272 new InBev shares:

Paragraph Page Numbers Numbers Title 80–86 5.7 Employees 90 7.1 Overview 90–91 7.2 Presentation of financial information 91–96 7.3 Key factors affecting results of operations 96–97 7.4 Significant accounting principles 97–98 7.5 Business zones and secondary segments 98–138 7.6 Results of operations 138–139 7.7 Impact of charges in foreign exchange rates 146 7.8.4 Transfers from subsidiaries 154 8 Dividend Policy 195–198 12.2–12.3 Additional InBev Information F-2–F-78 16.1 Audited consolidated financial statements of InBev for the year ended 31 December 2007 F-79–F-152 16.2 Audited consolidated financial statements of InBev for the year ended 31 December 2006 F-221–F-242 16.4 Unaudited condensed consolidated interim financial statements of InBev for the six-month periods ended 30 June 2008 and 2007 F-243–F-265 16.5 Unaudited condensed consolidated interim financial statements of InBev for the nine-month periods ended 30 September 2008 and 2007 F-266–F-267 16.6 Glossary to the historical financial information of InBev Any information not listed in the cross reference list but included in the documents incorporated by reference is given for information purposes only. Following the publication of this Base Prospectus a supplement may be prepared by the Obligors and approved by the UK Listing Authority in accordance with Section 87G of the FSMA. Statements contained in any such supplement (or contained in any document incorporated by reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise), be deemed to modify or supersede statements contained in this Base Prospectus or in a document which is incorporated by reference in this Base Prospectus. Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Base Prospectus. Copies of documents incorporated by reference in this Base Prospectus will be published on the website of the Regulatory News Service operated by the London Stock Exchange at www.londonstockexchange.com/en-gb/pricesnews/marketnews and from the specified offices of the Paying Agents for the time being in Luxembourg, The Netherlands and Germany. Any documents themselves incorporated by reference in the documents incorporated by reference in this Base Prospectus shall not form part of this Base Prospectus. The Obligors will, in the event of any significant new factor, material mistake or inaccuracy relating to information included in this Base Prospectus which is capable of affecting the assessment of any Notes, prepare a supplement to this Base Prospectus or publish a new Base Prospectus for use in connection with any subsequent issue of Notes.

41 FORM OF THE NOTES Notes where the relevant Issuer is not Anheuser-Busch InBev The following paragraphs relate only to Notes issued by an Issuer other than Anheuser-Busch InBev, and references to ‘‘Notes’’ in these paragraphs shall be construed accordingly. Each Tranche of Notes will be in bearer form and will be initially issued in the form of a temporary global note (a ‘‘Temporary Global Note’’) or, if so specified in the applicable Final Terms, a permanent global note (a ‘‘Permanent Global Note’’) which, in either case, will: (i) if the Global Notes are intended to be issued in new global note (‘‘NGN’’) form, as stated in the applicable Final Terms, be delivered on or prior to the original issue date of the Tranche to a common safekeeper (the ‘‘Common Safekeeper’’) for Euroclear Bank S.A./N.V. (‘‘Euroclear’’) and Clearstream Banking, soci´et´e anonyme (‘‘Clearstream, Luxembourg’’); and (ii) if the Global Notes are not intended to be issued in NGN Form, be delivered on or prior to the original issue date of the Tranche to a common depositary (the ‘‘Common Depositary’’) for, Euroclear and Clearstream, Luxembourg. Whilst any Note is represented by a Temporary Global Note, payments of principal, interest (if any) and any other amount payable in respect of the Notes due prior to the Exchange Date (as defined below) will be made (against presentation of the Temporary Global Note if the Temporary Global Note is not intended to be issued in NGN form) only to the extent that certification (in a form to be provided) to the effect that the beneficial owners of interests in such Note are not U.S. persons or persons who have purchased for resale to any U.S. person, as required by U.S. Treasury regulations, has been received by Euroclear and/or Clearstream, Luxembourg and Euroclear and/or Clearstream, Luxembourg, as applicable, has given a like certification (based on the certifications it has received) to the Agent. On and after the date (the ‘‘Exchange Date’’) which is 40 days after a Temporary Global Note is issued, interests in such Temporary Global Note will be exchangeable (free of charge) upon a request as described therein either for (a) interests in a Permanent Global Note of the same Series or (b) definitive Notes of the same Series with, where applicable, receipts, interest coupons and talons attached (as indicated in the applicable Final Terms and subject, in the case of definitive Notes, to such notice period as is specified in the applicable Final Terms), in each case against certification of beneficial ownership as described above unless such certification has already been given. The holder of a Temporary Global Note will not be entitled to collect any payment of interest, principal or other amount due on or after the Exchange Date unless, upon due certification, exchange of the Temporary Global Note for an interest in a Permanent Global Note or for definitive Notes is improperly withheld or refused. Payments of principal, interest (if any) or any other amounts on a Permanent Global Note will be made through Euroclear and/or Clearstream, Luxembourg (against presentation or surrender (as the case may be) of the Permanent Global Note if the Permanent Global Note is not intended to be issued in NGN form) without any requirement for certification. The applicable Final Terms will specify that a Permanent Global Note will be exchangeable (free of charge), in whole but not in part, for definitive Notes with, where applicable, receipts, interest coupons and talons attached only upon the occurrence of an Exchange Event. For these purposes, ‘‘Exchange Event’’ means that (i) an Event of Default (as defined in Condition 10) has occurred and is continuing, or (ii) the relevant Issuer has been notified that both Euroclear and Clearstream, Luxembourg have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no successor clearing system is available. The relevant Issuer will promptly give notice to Noteholders in accordance with Condition 14 if an Exchange Event occurs. In the event of the occurrence of an Exchange Event, Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such Permanent Global Note) may give notice to the Agent requesting exchange. Any such exchange shall occur not later than 45 days after the date of receipt of the first relevant notice by the Agent.

42 The following legend will appear on all Notes which have an original maturity of more than 365 days and on all receipts and interest coupons relating to such Notes: ‘‘ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.’’ The sections referred to provide that United States holders, with certain exceptions, will not be entitled to deduct any loss on Notes, receipts or interest coupons and will not be entitled to capital gains treatment of any gain on any sale, disposition, redemption or payment of principal in respect of such Notes, receipts or interest coupons. Notes which are represented by a Global Note will only be transferable in accordance with the rules and procedures for the time being of Euroclear or Clearstream, Luxembourg, as the case may be. Pursuant to the Agency Agreement (as defined under ‘‘Terms and Conditions of the Notes’’), the Agent shall arrange that, where a further Tranche of Notes is issued which is intended to form a single Series with an existing Tranche of Notes, the Notes of such further Tranche shall be assigned a common code and ISIN which are different from the common code and ISIN assigned to Notes of any other Tranche of the same Series until at least the expiry of the distribution compliance period (as defined in Regulation S under the Securities Act) applicable to the Notes of such Tranche. Any reference herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final Terms. A Note may be accelerated by the holder thereof in certain circumstances described in Condition 10. In such circumstances, where any Note is still represented by a Global Note and the Global Note (or any part thereof) has become due and repayable in accordance with the Terms and Conditions of such Notes and payment in full of the amount due has not been made in accordance with the provisions of the Global Note then the Global Note will become void at 8.00 p.m. (London time) on such day. At the same time, holders of interests in such Global Note credited to their accounts with Euroclear and/or Clearstream, Luxembourg, as the case may be, will become entitled to proceed directly against the relevant Issuer on the basis of statements of account provided by Euroclear and/or Clearstream, Luxembourg on and subject to the terms of a deed of covenant (the ‘‘Deed of Covenant’’) dated 16 January 2009 and executed by the Issuers (other than Anheuser-Busch InBev).

Notes where the relevant Issuer is Anheuser-Busch InBev The following paragraph relates only to Notes issued by Anheuser-Busch InBev, and references to ‘‘Notes’’ in this paragraph shall be construed accordingly. Each Note will be represented by a book entry in the name of its owner or holder, or the owner’s or holder’s intermediary, in a securities account maintained by the X/N Clearing System or by a participant in the X/N Clearing System established in Belgium which has been approved as an account holder by Royal Decree pursuant to the Belgian Companies Code. The X/N Clearing System maintains securities accounts in the name of authorised participants only. Noteholders therefore will not normally hold their Notes directly in the X/N Clearing System, but will hold them in a securities account with a financial institution which is an authorised participant in the X/N Clearing System, or which holds them through another financial institution which is such an authorised participant. The Belgian Companies Code contains provisions aimed at protecting the Noteholders in the event of the insolvency of a financial institution through which Notes are held in the system. The Notes are then to be returned to the respective Noteholders, are not part of the insolvent financial institution’s assets, and are not available to the creditors of that financial institution. Most credit institutions established in Belgium, including Euroclear, are participants in the X/N Clearing System. Clearstream, Luxembourg is also a participant in the X/N System. Investors can thus hold their Notes in securities accounts in Euroclear and Clearstream, Luxembourg in the same way as they would for any other types of securities. The Notes held in Euroclear and Clearstream, Luxembourg shall be cleared in accordance with their usual procedures. The clearing and settlement systems of the NBB, Euroclear and Clearstream, Luxembourg function under the responsibility of their respective operators. The Issuers, the Fiscal Agent, the Domiciliary Agent and the Paying Agents shall have no responsibility in this respect.

43 APPLICABLE FINAL TERMS Set out below is the form of Final Terms which will be completed for each Tranche of Notes issued under the Programme with a denomination of less than B50,000 (or its equivalent in another currency). [Date]

[BRANDBREW S.A.] [ANHEUSER-BUSCH INBEV SA/NV]

Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]

Guaranteed by AMBREW S.A. ANHEUSER-BUSCH COMPANIES, INC. [ANHEUSER-BUSCH INBEV SA/NV] ANHEUSER-BUSCH INBEV WORLDWIDE INC. [BRANDBREW S.A.] COBREW NV/SA INBEV BELGIUM NV/SA INBEV FRANCE S.A.S. INBEV NEDERLAND N.V. INTERBREW CENTRAL EUROPEAN HOLDING B.V. INTERBREW INTERNATIONAL B.V. NIMBUSPATH LIMITED and SUN INTERBREW LIMITED

under the E10,000,000,000 Euro Medium Term Note Programme [The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that, except as provided in subparagraph (ii) below, any offer of Notes in any Member State of the European Economic Area (each, a ‘‘Relevant Member State’’) which has implemented the Directive 2003/71/EC (the ‘‘Prospectus Directive’’) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer of the Notes may only do so: (i) in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer; or (ii) in those Public Offer Jurisdictions mentioned in Paragraph 35 of Part A below, provided such person is one of the persons mentioned in Paragraph 35 of Part A below and that such offer is made during the Offer Period specified for such purpose therein. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances].* [The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area (each, a ‘‘Relevant Member State’’) which has implemented the Directive 2003/71/EC (the ‘‘Prospectus Directive’’) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances].**

* Consider including this legend where a non-exempt offer of Notes is anticipated. ** Consider including this legend where only an exempt offer of Notes is anticipated.

44 PART A – CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 16 January 2009 which[, as supplemented by the supplement to the Base Prospectus dated [date] (the ‘‘Supplement’’),] constitutes a base prospectus for the purposes of Directive 2003/71/EC (the ‘‘Prospectus Directive’’). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus, as so supplemented. Full information on the Issuer, the Guarantors and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus, as so supplemented. The Base Prospectus [is/and the Supplement are] available for viewing on the website of the Regulatory News Service operated by the London Stock Exchange (at www.londonstockexchange.com/en-gb/pricesnews/marketnews) and copies may be obtained during normal business hours at the specified offices of the [Paying Agents for the time being in Luxembourg, The Netherlands and Germany/Domiciliary Agent]. [The following alternative language applies if the first tranche of an issue which is being increased was issued under a Base Prospectus with an earlier date. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the ‘‘Conditions’’) set forth in the Base Prospectus dated [original date]. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of Directive 2003/71/EC (the ‘‘Prospectus Directive’’) and must be read in conjunction with the Base Prospectus dated [current date] which[, as supplemented by the supplement to the Base Prospectus dated [date] (the ‘‘Supplement’’),] constitutes a base prospectus for the purposes of the Prospectus Directive, save in respect of the Conditions which are extracted from the Base Prospectus dated [original date] and are attached hereto. Full information on the Issuer, the Guarantors and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectuses dated 16 January 2009 [(as so supplemented)] and [original date]. Copies of such Base Prospectuses [and the Supplement] are available for viewing on the website of the Regulatory News Service operated by the London Stock Exchange (at www.londonstockexchange.com/en-gb/pricesnews/marketnews) and copies may be obtained during normal business hours at the specified offices of the [Paying Agents for the time being in Luxembourg, The Netherlands and Germany/Domiciliary Agent].] [Include whichever of the following apply or specify as ‘‘Not Applicable’’ (N/A). Note that the numbering should remain as set out below, even if ‘‘Not Applicable’’ is indicated for individual paragraphs or subparagraphs. Italics denote directions for completing the Final Terms.] [When adding any other final terms or information consideration should be given as to whether such terms or information constitute ‘‘significant new factors’’ and consequently trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive.] [If the Notes have a maturity of less than one year from the date of their issue, the minimum denomination may need to be £100,000 or its equivalent in any other currency.]

1 (a) Issuer: [Brandbrew S.A.] [Anheuser-Busch InBev SA/NV] [other New Issuer] (Note that, in the case of Notes issued by a New Issuer, a supplement to or replacement of the Base Prospectus may need to be prepared in respect of the New Issuer) (b) Guarantors: Ambrew S.A. Anheuser-Busch Companies, Inc. [Anheuser-Busch InBev SA/NV] Anheuser-Busch InBev Worldwide Inc. [Brandbrew S.A.] Cobrew NV/SA InBev Belgium NV/SA InBev France S.A.S. InBev Nederland N.V. Interbrew Central European Holding B.V. Interbrew International B.V.

45 Nimbuspath Limited Sun Interbrew Limited 2 (a) Series Number: [] (b) Tranche Number: [] (If fungible with an existing Series, details of that Series, including the date on which the Notes become fungible) 3 Specified Currency or Currencies: [] (Note that where Notes issued by Anheuser- Busch InBev are denominated in a currency other than euro, provisions relating to the procedure for payments and settlement will need to be included in the Final Terms) 4 Aggregate Nominal Amount: (a) Series: [] (b) Tranche: [] 5 Issue Price: [] per cent. of the Aggregate Nominal Amount [plus accrued interest from [insert date] (if applicable)] 6 (a) Specified Denominations: [] (N.B. If an issue of Notes is (i) NOT admitted to trading on an European Economic Area exchange; and (ii) only offered in the European Economic Area in circumstances where a prospectus is not required to be published under the Prospectus Directive the B1,000 minimum denomination is not required.) (b) Calculation Amount: [] (If only one Specified Denomination, insert the Specified Denomination. If more than one Specified Denomination, insert the highest common factor. Note: There must be a common factor in the case of two or more Specified Denominations.) 7 (a) Issue Date: [] (b) Interest Commencement Date: [specify/Issue Date/Not Applicable] (N.B. An Interest Commencement Date will not be relevant for certain Notes, for example Zero Coupon Notes.) 8 Maturity Date: [Fixed rate – specify date/ Floating rate – Interest Payment Date falling in or nearest to [specify month]] 9 Interest Basis: [[] per cent. Fixed Rate] [[LIBOR/EURIBOR] +/ [] per cent. Floating Rate] [Zero Coupon] [Index Linked Interest] [Dual Currency Interest] [specify other] (further particulars specified below)

46 10 Redemption/Payment Basis: [Redemption at par] [Index Linked Redemption] [Dual Currency Redemption] [Partly Paid] [Instalment] [specify other] (N.B. If the Final Redemption Amount is other than 100 per cent. of the nominal value, the Notes will be derivative securities for the purposes of the Prospectus Directive and the requirements of Annex XII to the Prospectus Directive Regulation will apply.) 11 Change of Interest Basis or Redemption/ [Specify details of any provision for change of Payment Basis: Notes into another Interest Basis or Redemption/Payment Basis] 12 Put/Call Options: [Investor Put] [Issuer Call] [Change of Control Put] [(further particulars specified below)] 13 [Date Board approval for issuance of Notes and [] [and [], respectively] Guarantee(s) obtained:] (N.B. Only relevant where Board (or similar) authorisation is required for the particular tranche of Notes or related Guarantee(s)) 14 Method of distribution: [Syndicated/Non-syndicated]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15 Fixed Rate Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Rate(s) of Interest: [] per cent. per annum [payable [annually/ semi-annually/quarterly/other (specify)] in arrear] (If payable other than annually, consider amending Condition 5) (b) Interest Payment Date(s): [[] in each year up to and including the Maturity Date]/[specify other] (N.B. This will need to be amended in the case of long or short coupons) (c) Fixed Coupon Amount(s): [] per Calculation Amount (Applicable to Notes in definitive form.) (d) Broken Amount(s): [] per Calculation Amount, payable on the (Applicable to Notes in definitive form.) Interest Payment Date falling [in/on] [] (e) Day Count Fraction*: [30/360 or Actual/Actual (ICMA) or [specify other]] (f) Determination Date(s): [] in each year (Insert regular interest payment dates, ignoring issue date or maturity date in the case of a long or short first or last coupon

* In the case of Notes issued by Anheuser-Busch InBev, the applicable Day Count Fraction must comply with the rules from time to time of the X/N Clearing System.

47 N.B. This will need to be amended in the case of regular interest payment dates which are not of equal duration N.B. Only relevant where Day Count Fraction is Actual/Actual (ICMA)) (g) Other terms relating to the method of [None/Give details] calculating interest for Fixed Rate Notes: 16 Floating Rate Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Specified Period(s)/Specified Interest [] Payment Dates: (b) Business Day Convention: In the case of Notes issued by an Issuer other than Anheuser-Busch InBev: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention/[specify other]] In the case of Notes issued by Anheuser-Busch InBev: [Following Business Day Convention/[specify other]]† (c) Additional Business Centre(s): [] (d) Manner in which the Rate of Interest and [Screen Rate Determination/ISDA Interest Amount is to be determined: Determination/specify other] (e) Party responsible for calculating the Rate [] of Interest and Interest Amount (if not the Agent (in the case of Notes issued by an Issuer other than Anheuser-Busch InBev) or the Domiciliary Agent (in the case of Notes issued by Anheuser-Busch InBev)): (f) Screen Rate Determination: Reference Rate: [] (Either LIBOR, EURIBOR or other, although additional information is required if other – including fallback provisions in the Agency Agreement (in the case of Notes issued by an Issuer other than Anheuser-Busch InBev) or the Domiciliary Agent (in the case of Notes issued by Anheuser-Busch InBev)) Interest Determination Date(s): [] (Second London business day prior to the start of each Interest Period if LIBOR (other than Sterling or euro LIBOR), first day of each Interest Period if Sterling LIBOR and the second day on which the TARGET System is open prior to the start of each Interest Period if EURIBOR or euro LIBOR) Relevant Screen Page: [] (In the case of EURIBOR, if not Reuters EURIBOR01 ensure it is a page which shows a composite rate or amend the fallback provisions appropriately)

† In the case of Notes issued by Anheuser-Busch InBev, the applicable Business Day Convention must comply with the rules from time to time of the X/N Clearing System.

48 (g) ISDA Determination: Floating Rate Option: [] Designated Maturity: [] Reset Date: [] (h) Margin(s): [+/][] per cent. per annum (i) Minimum Rate of Interest: [] per cent. per annum (j) Maximum Rate of Interest: [] per cent. per annum (k) Day Count Fraction*: [Actual/Actual (ISDA) Actual/365 (Fixed) Actual/365 (Sterling) Actual/360 30/360 30E/360 30E/360 (ISDA) Other] (See Condition 5 for alternatives) (l) Fallback provisions, rounding provisions [] and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions: 17 Zero Coupon Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Accrual Yield: [] per cent. per annum (b) Reference Price: [] (c) Any other formula/basis of determining [] amount payable: (d) Day Count Fraction in relation to Early [Conditions 7.6(c) and 7.11 apply/specify other] Redemption Amounts and late payment: (Consider applicable day count fraction if not U.S. dollar denominated) 18 Index Linked Interest Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (Note that, for so long as, and to the extent that, Index Linked Notes may not be cleared through the X/N Clearing System, such Notes may not be issued by Anheuser-Busch InBev) (N.B. If the Final Redemption Amount is other than 100 per cent. of the nominal value, the Notes will be derivative securities for the purposes of the Prospectus Directive and the requirements of Annex XII to the Prospectus Directive Regulation will apply.) (a) Index/Formula: [give or annex details] (b) Calculation Agent: [give name (and, if the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies, address)]

* In the case of Notes issued by Anheuser-Busch InBev, the applicable Day Count Fraction must comply with the rules from time to time of the X/N Clearing System.

49 (c) Party responsible for calculating the Rate [] of Interest (if not the Calculation Agent) and Interest Amount (if not the Agent): (d) Provisions for determining Coupon where [need to include a description of market calculation by reference to Index and/or disruption or settlement disruption events and Formula is impossible or impracticable: adjustment provisions] (e) Specified Period(s)/Specified Interest [] Payment Dates: (f) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention/specify other] (g) Additional Business Centre(s): [] (h) Minimum Rate of Interest: [] per cent. per annum (i) Maximum Rate of Interest: [] per cent. per annum (j) Day Count Fraction: [] 19 Dual Currency Interest Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (Note that, for so long as Dual Currency Notes may not be cleared through the X/N Clearing System, such Notes may not be issued by Anheuser-Busch InBev) (N.B. If the Final Redemption Amount is other than 100 per cent. of the nominal value, the Notes will be derivative securities for the purposes of the Prospectus Directive and the requirements of Annex XII to the Prospectus Directive Regulation will apply.) (a) Rate of Exchange/method of calculating [give or annex details] Rate of Exchange: (b) Party, if any, responsible for calculating the [] principal and/or interest due (if not the Agent): (c) Provisions applicable where calculation by [need to include a description of market reference to Rate of Exchange impossible disruption or settlement disruption events and or impracticable: adjustment provisions] (d) Person at whose option Specified [] Currency(ies) is/are payable:

PROVISIONS RELATING TO REDEMPTION 20 Issuer Call: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Optional Redemption Date(s): [] (b) Optional Redemption Amount and [[] per Calculation Amount/specify other/see method, if any, of calculation of such Appendix] amount(s): (c) If redeemable in part: (i) Minimum Redemption Amount: [] (ii) Maximum Redemption Amount: []

50 (d) Notice period (if other than as set out in [] the Conditions): (N.B. If setting notice periods which are different from those provided in the Conditions, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Agent) 21 Put Options [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Investor Put: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this subparagraph (a)) (i) Optional Redemption Date(s): [] (ii) Optional Redemption Amount and [[] per Calculation Amount/specify other/see method, if any, of calculation of such Appendix] amount(s): (iii) Notice period (if other than as set out [] in the Conditions): (N.B. If setting notice periods which are different from those provided in the Conditions, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Agent) (b) Change of Control Put: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this subparagraph (b)) (i) Optional Redemption Amount and [[] per Calculation Amount/specify other/see method, if any, of calculation of such Appendix] amount(s) (ii) Other conditions relating to the [None/specify other/see Appendix] Change of Control Put: (When adding any other conditions consideration should be given as to whether such terms constitute ‘‘significant new factors’’ and consequently trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive.) 22 Final Redemption Amount: [[] per Calculation Amount/specify other/see Appendix] (N.B. If the Final Redemption Amount is other than 100 per cent. of the nominal value, the Notes will be derivative securities for the purposes of the Prospectus Directive and the requirements of Annex XII to the Prospectus Directive Regulation will apply.) 23 Early Redemption Amount payable on [[] per Calculation Amount/specify other/see redemption for taxation reasons or on event of Appendix] default and/or the method of calculating the same (if required or if different from that set out in Condition 7.6):

51 GENERAL PROVISIONS APPLICABLE TO THE NOTES 24 Form of Notes: (a) Form: In the case of Notes issued by an Issuer other than Anheuser-Busch InBev: [Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event] [Temporary Global Note exchangeable for Definitive Notes on and after the Exchange Date] [Permanent Global Note exchangeable for Definitive Notes only upon an Exchange Event] In the case of Notes issued by Anheuser- Busch InBev: [Dematerialised book-entry Notes] (b) New Global Note: [Yes][No] (Note that this must state ‘‘No’’ where Anheuser-Busch InBev is the Issuer) 25 Additional Financial Centre(s) or other special [Not Applicable/give details] provisions relating to Payment Days: (Note that this paragraph relates to the place of payment and not Interest Period end dates to which subparagraphs 16(c) and 18(g) relate) 26 Talons for future Coupons or Receipts to be [Yes/No] attached to Definitive Notes (and dates on which (If yes, give details) such Talons mature): 27 Details relating to Partly Paid Notes: amount of [Not Applicable/give details] each payment comprising the Issue Price and (Note that a new form of Temporary Global date on which each payment is to be made and Note and/or Permanent Global Note may be consequences of failure to pay, including any required for Partly Paid issues) right of the Issuer to forfeit the Notes and interest due on late payment: 28 Details relating to Instalment Notes: (a) Instalment Amount(s): [Not Applicable/give details] (b) Instalment Date(s): [Not Applicable/give details] 29 Redenomination applicable: Redenomination [not] applicable (If Redenomination is applicable, specify the applicable Day Count Fraction and any provisions necessary to deal with floating rate interest calculation (including alternative reference rates)) 30 Other final terms: [Not Applicable/give details] (When adding any other final terms consideration should be given as to whether such terms constitute ‘‘significant new factors’’ and consequently trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive.)

52 DISTRIBUTION 31 (a) If syndicated, names and addresses of [Not Applicable/give names, addresses and Managers and underwriting commitments: underwriting commitments] (Include names and addresses of entities agreeing to underwrite the issue on a firm commitment basis and names and addresses of the entities agreeing to place the issue without a firm commitment or on a ‘‘best efforts’’ basis if such entities are not the same as the Managers.) (b) Date of Subscription Agreement: [] (c) Stabilising Manager(s) (if any): [Not Applicable/give name] 32 If non-syndicated, name and address of relevant [Not Applicable/give name and address] Dealer: 33 Total commission and concession: [] per cent. of the Aggregate Nominal Amount 34 U.S. Selling Restrictions: [Reg S Compliance Category 2; TEFRA D/ TEFRA C/TEFRA not applicable] [N.B. The US tax position should be checked if anything other than TEFRA C is specified for Notes issued by Anheuser-Busch InBev] 35 Non exempt Offer: [Not Applicable] [An offer of the Notes may be made by the Managers [and [specify names of other financial intermediaries/placers making non-exempt offers, to the extent known OR consider a generic description of other parties involved in non-exempt offers (e.g. ‘‘other parties authorised by the Managers’’) or (if relevant) note that other parties may make non-exempt offers in the Public Offer Jurisdictions during the Offer Period, if not known]] (together with the Managers, the ‘‘Financial Intermediaries’’) other than pursuant to Article 3(2) of the Prospectus Directive in [specify relevant Member State(s) – which must be jurisdictions where the Base Prospectus and any supplements have been passported (in addition to the jurisdiction where approved and published)] (‘‘Public Offer Jurisdictions’’) during the period from [specify date] until [specify date or a formula such as ‘‘the Issue Date’’ or ‘‘the date which falls [] Business Days thereafter’’] (‘‘Offer Period’’). See further Paragraph 10 of Part B below. (N.B. Consider any local regulatory requirements necessary to be fulfilled so as to be able to make a non-exempt offer in relevant jurisdictions. No such offer should be made in any relevant jurisdiction until those requirements have been met. Non-exempt offers may only be made into jurisdictions in which the base prospectus (and any supplement) has been notified/passported.) 36 Additional selling restrictions: [Not Applicable/give details]

53 PURPOSE OF FINAL TERMS These Final Terms comprise the final terms required for issue [and] [public offer in the Public Offer Jurisdictions] [and] [admission to trading on [the London Stock Exchange’s Regulated Market and listing on the Official List of the UK Listing Authority]] of the Notes described herein pursuant to the A10,000,000,000 Euro Medium Term Note Programme of Brandbrew S.A. and Anheuser-Busch InBev SA/NV.

RESPONSIBILITY The Issuer and the Guarantors accept responsibility for the information contained in these Final Terms. [[Relevant third party information, for example in compliance with Annex XII to the Prospectus Directive Regulation in relation to an index or its components] has been extracted from [specify source]. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by [specify source], no facts have been omitted which would render the reproduced information inaccurate or misleading].

Signed on behalf of the Issuer:

By: ......

Duly authorised

Signed on behalf of Ambrew S.A.:

By: ......

Duly authorised

Signed on behalf of Anheuser-Busch Companies, Inc.:

By: ......

Duly authorised

[Signed on behalf of Anheuser-Busch InBev SA/NV:

By: ......

Duly authorised]

54 Signed on behalf of Anheuser-Busch InBev Worldwide Inc.:

By: ......

Duly authorised

[Signed on behalf of Brandbrew S.A.:

By: ......

Duly authorised]

Signed on behalf of Cobrew NV/SA:

By: ......

Duly authorised

Signed on behalf of InBev Belgium NV/SA:

By: ......

Duly authorised

Signed on behalf of InBev France S.A.S.:

By: ......

Duly authorised

Signed on behalf of InBev Nederland N.V.:

By: ......

Duly authorised

55 Signed on behalf of Interbrew Central European Holding B.V.:

By: ......

Duly authorised

Signed on behalf of Interbrew International B.V.:

By: ......

Duly authorised

Signed on behalf of Nimbuspath Limited:

By: ......

Duly authorised

Signed on behalf of Sun Interbrew Limited:

By: ......

Duly authorised

56 PART B – OTHER INFORMATION 1 LISTING AND ADMISSION TO TRADING [Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on [the London Stock Exchange’s Regulated Market and to listing on the Official List of the UK Listing Authority] with effect from [].] [Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on [the London Stock Exchange’s Regulated Market and to listing on the Official List of the UK Listing Authority] with effect from [].] [Not Applicable.] (Where documenting a fungible issue need to indicate that original Notes are already admitted to trading.)

2 RATINGS Ratings: The Notes to be issued have been rated: [S & P: []] [Moody’s: []] [Fitch: []] [[Other]: []] [Need to include a brief explanation of the meaning of the ratings if this has previously been published by the rating provider.] (The above disclosure should reflect the rating allocated to Notes of the type being issued under the Programme generally or, where the issue has been specifically rated, that rating.) 3 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE [Save for any fees payable to the [Managers/Dealers], so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. – Amend as appropriate if there are other interests] (When adding any other description, consideration should be given as to whether such matters described constitute ‘‘significant new factors’’ and consequently trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive.)

4 REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) [Reasons for the offer [] (See ‘‘Use of Proceeds’’ wording in Base Prospectus – if reasons for offer different from making profit and/or hedging certain risks will need to include those reasons here.)] (ii) Estimated net proceeds: [] (If proceeds are intended for more than one use will need to split out and present in order of priority. If proceeds insufficient to fund all proposed uses state amount and sources of other funding.) (iii) Estimated total expenses: [] [Expenses are required to be broken down into each principal intended ‘‘use’’ and presented in order of priority of such ‘‘uses’’.]

57 (N.B.: If the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies (i) above is required where the reasons for the offer are different from making profit and/or hedging certain risks and, where such reasons are inserted in (i), disclosure of net proceeds and total expenses at (ii) and (iii) above are also required.)

5 YIELD (Fixed Rate Notes only) Indication of yield: [] [Calculated as [include details of method of calculation in summary form] on the Issue Date.] The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

6 HISTORIC INTEREST RATES (Floating Rate Notes only) Details of historic [LIBOR/EURIBOR/other] rates can be obtained from [Reuters].

7 PERFORMANCE OF INDEX/FORMULA, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING (Index-linked Notes only) [If there is a derivative component in the interest or the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies, need to include a clear and comprehensive explanation of how the value of the investment is affected by the underlying and the circumstances when the risks are most evident.] (N.B. The requirements below only apply if the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies.) [Need to include details of where past and future performance and volatility of the index/formula can be obtained.] [Where the underlying is an index need to include the name of the index and a description if composed by the Issuer and if the index is not composed by the Issuer need to include details of where the information about the index can be obtained.] [Include other information concerning the underlying required by paragraph 4.2 of Annex XII of the Prospectus Directive Regulation.] [When completing the above paragraphs, consideration should be given as to whether such matters described constitute ‘‘significant new factors’’ and consequently trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive.]

8 PERFORMANCE OF RATE[S] OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT (Dual Currency Notes only) [If there is a derivative component in the interest or the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies, need to include a clear and comprehensive explanation of how the value of the investment is affected by the underlying and the circumstances when the risks are most evident.] (N.B. The requirement below only applies if the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies.) [Need to include details of where past and future performance and volatility of the relevant rates can be obtained.]

58 [When completing this paragraph, consideration should be given as to whether such matters described constitute ‘‘significant new factors’’ and consequently trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive.]

9 OPERATIONAL INFORMATION (a) ISIN Code: [] (b) Common Code: [] (c) Any clearing system(s) other than [Not Applicable/give name(s) and number(s)] Euroclear Bank S.A./N.V. and Clearstream Banking, soci´et´e anonyme or the X/N Clearing System and the relevant identification number(s): (d) Delivery: Delivery [against/free of] payment (e) Names and addresses of additional [] Paying Agent(s) (if any): (f) Intended to be held in a manner which [Yes] [No] [Note that this must state ‘‘No’’ where would allow Eurosystem eligibility: Anheuser-Busch InBev is the Issuer] [Note that the designation ‘‘yes’’ simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.] [include this text if ‘‘yes’’ selected in which case the Notes must be issued in NGN form.]

10 TERMS AND CONDITIONS OF THE OFFER Offer Price: [Issue Price/Not applicable/specify] [Conditions to which the offer is subject:] [Not applicable/give details] [Description of the application process [Not applicable/give details] including the time period of any offer]: [Details of the minimum and/or maximum [Not applicable/give details] amount of application]: [Description of possibility to reduce [Not applicable/give details] subscriptions and manner for refunding excess amount paid by applicants]: [Details of the method and time limits for [Not applicable/give details] paying up and delivering the Notes:] [Manner in and date on which results of the [Not applicable/give details] offer are to be made public:] [Procedure for exercise of any right of [Not applicable/give details] pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:] [Categories of potential investors to which the [Not applicable/give details] Notes are offered and whether tranche(s) have been reserved for certain countries:]

59 [Process for notification to applicants of the [Not applicable/give details] amount allotted and the indication whether dealing may begin before notification is made:] [Amount of any expenses and taxes [Not applicable/give details] specifically charged to the subscriber or purchaser:] [Name(s) and address(es), to the extent [None/give details] known to the Issuer, of the placers in the various countries where the offer takes place.]

60 APPLICABLE FINAL TERMS Set out below is the form of Final Terms which will be completed for each Tranche of Notes issued under the Programme with a denomination of at least B50,000 (or its equivalent in another currency). [Date]

[BRANDBREW S.A.] [ANHEUSER-BUSCH INBEV SA/NV]

Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]

Guaranteed by AMBREW S.A. ANHEUSER-BUSCH COMPANIES, INC. [ANHEUSER-BUSCH INBEV SA/NV] ANHEUSER-BUSCH INBEV WORLDWIDE INC. [BRANDBREW S.A.] COBREW NV/SA INBEV BELGIUM NV/SA INBEV FRANCE S.A.S. INBEV NEDERLAND N.V. INTERBREW CENTRAL EUROPEAN HOLDING B.V. INTERBREW INTERNATIONAL B.V. NIMBUSPATH LIMITED and SUN INTERBREW LIMITED

under the E10,000,000,000 Euro Medium Term Note Programme

PART A – CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 16 January 2009 which[, as supplemented by the supplement to the Base Prospectus dated [date] (the ‘‘Supplement’’),] constitutes a base prospectus for the purposes of Directive 2003/71/EC (the ‘‘Prospectus Directive’’). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus, as so supplemented. Full information on the Issuer, the Guarantors and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus, as so supplemented. The Base Prospectus [is/and the Supplement are] available for viewing on the website of the Regulatory News Service operated by the London Stock Exchange (at www.londonstockexchange.com/en-gb/pricesnews/marketnews) and copies may be obtained during normal business hours at the specified offices of the [Paying Agents for the time being in Luxembourg, The Netherlands and Germany/Domiciliary Agent]. [The following alternative language applies if the first tranche of an issue which is being increased was issued under a Base Prospectus with an earlier date. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the ‘‘Conditions’’) set forth in the Base Prospectus dated [original date]. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of Directive 2003/71/EC (the ‘‘Prospectus Directive’’) and must be read in conjunction with the Base Prospectus dated [current date] which[, as supplemented by the supplement to the Base Prospectus dated [date] (the ‘‘Supplement’’),] constitutes a base prospectus for the purposes of the Prospectus Directive, save in respect of the Conditions which are extracted from the Base Prospectus dated [original date] and are attached hereto. Full information on the Issuer, the Guarantors and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectuses dated 16 January 2009 [(as so supplemented)] and [original date]. Copies of such Base Prospectuses [and the Supplement] are available for viewing on the website of the Regulatory News Service operated by the London Stock Exchange (at www.londonstockexchange.com/en-gb/pricesnews/marketnews) and copies may be obtained

61 during normal business hours at the specified offices of the [Paying Agents for the time being in Luxembourg, The Netherlands and Germany/Domiciliary Agent].] [Include whichever of the following apply or specify as ‘‘Not Applicable’’ (N/A). Note that the numbering should remain as set out below, even if ‘‘Not Applicable’’ is indicated for individual paragraphs or subparagraphs. Italics denote directions for completing the Final Terms.] [When adding any other final terms or information consideration should be given as to whether such terms or information constitute ‘‘significant new factors’’ and consequently trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive.] [If the Notes have a maturity of less than one year from the date of their issue, the minimum denomination may need to be £100,000 or its equivalent in any other currency.]

1 (a) Issuer: [Brandbrew S.A.] [Anheuser-Busch InBev SA/NV] [other New Issuer] (Note that, in the case of Notes issued by a New Issuer, a supplement to or replacement of the Base Prospectus may need to be prepared in respect of the New Issuer) (b) Guarantors: Ambrew S.A. Anheuser-Busch Companies, Inc. [Anheuser-Busch InBev SA/NV] Anheuser-Busch InBev Worldwide Inc. [Brandbrew S.A.] Cobrew NV/SA InBev Belgium NV/SA InBev France S.A.S. InBev Nederland N.V. Interbrew Central European Holding B.V. Interbrew International B.V. Nimbuspath Limited Sun Interbrew Limited 2 (a) Series Number: [] (b) Tranche Number: [] (If fungible with an existing Series, details of that Series, including the date on which the Notes become fungible) 3 Specified Currency or Currencies: [] (Note that where Notes issued by Anheuser- Busch InBev are denominated in a currency other than euro, provisions relating to the procedure for payments and settlement will need to be included in the Final Terms) 4 Aggregate Nominal Amount: (a) Series: [] (b) Tranche: [] 5 Issue Price: [] per cent. of the Aggregate Nominal Amount [plus accrued interest from [insert date] (if applicable)]

62 6 (a) Specified Denominations: [] (Note – where multiple denominations above [B]50,000 or equivalent are being used the following sample wording should be followed: ‘‘[B]50,000 and integral multiples of [B]1,000 in excess thereof up to and including [B]99,000. No Notes in definitive form will be issued with a denomination above [B]99,000.’’) (N.B. If an issue of Notes is (i) NOT admitted to trading on a European Economic Area exchange; and (ii) only offered in the European Economic Area in circumstances where a prospectus is not required to be published under the Prospectus Directive the B50,000 minimum denomination is not required.) (b) Calculation Amount: [] (If only one Specified Denomination, insert the Specified Denomination. If more than one Specified Denomination, insert the highest common factor. Note: There must be a common factor in the case of two or more Specified Denominations.) 7 (a) Issue Date: [] (b) Interest Commencement Date: [specify/Issue Date/Not Applicable] (N.B. An Interest Commencement Date will not be relevant for certain Notes, for example Zero Coupon Notes.) 8 Maturity Date: [Fixed rate – specify date/ Floating rate – Interest Payment Date falling in or nearest to [specify month]] 9 Interest Basis: [[] per cent. Fixed Rate] [[LIBOR/EURIBOR] +/ [] per cent. Floating Rate] [Zero Coupon] [Index Linked Interest] [Dual Currency Interest] [specify other] (further particulars specified below) 10 Redemption/Payment Basis: [Redemption at par] [Index Linked Redemption] [Dual Currency Redemption] [Partly Paid] [Instalment] [specify other] (N.B. If the Final Redemption Amount is other than 100 per cent. of the nominal value, the Notes will be derivative securities for the purposes of the Prospectus Directive and the requirements of Annex XII to the Prospectus Directive Regulation will apply.) 11 Change of Interest Basis or Redemption/ [Specify details of any provision for change of Payment Basis: Notes into another Interest Basis or Redemption/Payment Basis]

63 12 Put/Call Options: [Investor Put] [Issuer Call] [Change of Control Put] [(further particulars specified below)] 13 [Date Board approval for issuance of Notes and [] [and [], respectively] Guarantee(s) obtained:] (N.B. Only relevant where Board (or similar) authorisation is required for the particular tranche of Notes or related Guarantee(s)) 14 Method of distribution: [Syndicated/Non-syndicated]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15 Fixed Rate Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Rate(s) of Interest: [] per cent. per annum [payable [annually/ semi-annually/quarterly/other (specify)] in arrear] (If payable other than annually, consider amending Condition 5) (b) Interest Payment Date(s): [[] in each year up to and including the Maturity Date]/[specify other] (N.B. This will need to be amended in the case of long or short coupons) (c) Fixed Coupon Amount(s): [] per Calculation Amount (Applicable to Notes in definitive form.) (d) Broken Amount(s): [] per Calculation Amount, payable on the (Applicable to Notes in definitive form.) Interest Payment Date falling [in/on] [] (e) Day Count Fraction*: [30/360 or Actual/Actual (ICMA) or [specify other]] (f) Determination Date(s): [] in each year (Insert regular interest payment dates, ignoring issue date or maturity date in the case of a long or short first or last coupon N.B. This will need to be amended in the case of regular interest payment dates which are not of equal duration N.B. Only relevant where Day Count Fraction is Actual/Actual (ICMA)) (g) Other terms relating to the method of [None/Give details] calculating interest for Fixed Rate Notes: 16 Floating Rate Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Specified Period(s)/Specified Interest [] Payment Dates:

* In the case of Notes issued by Anheuser-Busch InBev, the applicable Day Count Fraction must comply with the rules from time to time of the X/N Clearing System.

64 (b) Business Day Convention: In the case of Notes issued by an Issuer other than Anheuser-Busch InBev: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention/[specify other]] In the case of Notes issued by Anheuser-Busch InBev: [Following Business Day Convention/[specify other]]* (c) Additional Business Centre(s): [] (d) Manner in which the Rate of Interest and [Screen Rate Determination/ISDA Interest Amount is to be determined: Determination/specify other] (e) Party responsible for calculating the Rate [] of Interest and Interest Amount (if not the Agent (in the case of Notes issued by an Issuer other than Anheuser-Busch InBev) or the Domiciliary Agent (in the case of Notes issued by Anheuser-Busch InBev)): (f) Screen Rate Determination: [] Reference Rate: (Either LIBOR, EURIBOR or other, although additional information is required if other – including fallback provisions in the Agency Agreement (in the case of Notes issued by an Issuer other than Anheuser-Busch InBev) or the Domiciliary Agent (in the case of Notes issued by Anheuser-Busch InBev)) Interest Determination Date(s): [] (Second London business day prior to the start of each Interest Period if LIBOR (other than Sterling or euro LIBOR), first day of each Interest Period if Sterling LIBOR and the second day on which the TARGET System is open prior to the start of each Interest Period if EURIBOR or euro LIBOR) Relevant Screen Page: [] (In the case of EURIBOR, if not Reuters EURIBOR01 ensure it is a page which shows a composite rate or amend the fallback provisions appropriately) (g) ISDA Determination: Floating Rate Option: [] Designated Maturity: [] Reset Date: [] (h) Margin(s): [+/][] per cent. per annum (i) Minimum Rate of Interest: [] per cent. per annum (j) Maximum Rate of Interest: [] per cent. per annum

* In the case of Notes issued by Anheuser-Busch InBev, the applicable Business Day Convention must comply with the rules from time to time of the X/N Clearing System.

65 (k) Day Count Fraction*: [Actual/Actual (ISDA) Actual/365 (Fixed) Actual/365 (Sterling) Actual/360 30/360 30E/360 30E/360 (ISDA) Other] (See Condition 5 for alternatives) (l) Fallback provisions, rounding provisions [] and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions: 17 Zero Coupon Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Accrual Yield: [] per cent. per annum (b) Reference Price: [] (c) Any other formula/basis of determining [] amount payable: (d) Day Count Fraction in relation to Early [Conditions 7.6(c) and 7.11 apply/specify other] Redemption Amounts and late payment: (Consider applicable day count fraction if not U.S. dollar denominated) 18 Index Linked Interest Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (Note that, for so long as, and to the extent that, Index Linked Notes may not be cleared through the X/N Clearing System, such Notes may not be issued by Anheuser-Busch InBev) (N.B. If the Final Redemption Amount is other than 100 per cent. of the nominal value the Notes will be derivative securities for the purposes of the Prospectus Directive and the requirements of Annex XII to the Prospectus Directive Regulation will apply) (a) Index/Formula: [give or annex details] (b) Calculation Agent [give name (and, if the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies, address)] (c) Party responsible for calculating the Rate [] of Interest (if not the Calculation Agent) and Interest Amount (if not the Agent): (d) Provisions for determining Coupon where [need to include a description of market calculation by reference to Index and/or disruption or settlement disruption events and Formula is impossible or impracticable: adjustment provisions] (e) Specified Period(s)/Specified Interest [] Payment Dates:

* In the case of Notes issued by Anheuser-Busch InBev, the applicable Day Count Fraction must comply with the rules from time to time of the X/N Clearing System.

66 (f) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention/specify other] (g) Additional Business Centre(s): [] (h) Minimum Rate of Interest: [] per cent. per annum (i) Maximum Rate of Interest: [] per cent. per annum (j) Day Count Fraction: [] 19 Dual Currency Interest Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (Note that, for so long as Dual Currency Notes may not be cleared through the X/N Clearing System, such Notes may not be issued by Anheuser-Busch InBev) (N.B. If the Final Redemption Amount is other than 100 per cent. of the nominal value, the Notes will be derivative securities for the purposes of the Prospectus Directive and the requirements of Annex XII to the Prospectus Directive Regulation will apply.) (a) Rate of Exchange/method of calculating [give or annex details] Rate of Exchange: (b) Party, if any, responsible for calculating the [] principal and/or interest due (if not the Agent): (c) Provisions applicable where calculation by [need to include a description of market reference to Rate of Exchange impossible disruption or settlement disruption events and or impracticable: adjustment provisions] (d) Person at whose option Specified [] Currency(ies) is/are payable: PROVISIONS RELATING TO REDEMPTION 20 Issuer Call: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Optional Redemption Date(s): [] (b) Optional Redemption Amount and [[] per Calculation Amount/specify other/see method, if any, of calculation of such Appendix] amount(s): (c) If redeemable in part: (i) Minimum Redemption Amount: [] (ii) Maximum Redemption Amount: []

67 (d) Notice period (if other than as set out in [] the Conditions): (N.B. If setting notice periods which are different from those provided in the Conditions, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Agent) 21 Put Options: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph) (a) Investor Put: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this subparagraph (a)) (i) Optional Redemption Date(s): [] (ii) Optional Redemption Amount and [[] per Calculation Amount/specify other/see method, if any, of calculation of such Appendix] amount(s): (iii) Notice period (if other than as set out [] in the Conditions): (N.B. If setting notice periods which are different from those provided in the Conditions, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Agent) (b) Change of Control Put: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this subparagraph (b)) (i) Optional Redemption Amount and [[] per Calculation Amount/specify other/see method, if any, of calculation of such Appendix] amount(s): (ii) Other conditions relating to the [None/specify other/see Appendix] Change of Control Put: (When adding any other conditions consideration should be given as to whether such terms constitute ‘‘significant new factors’’ and consequently trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive.) 22 Final Redemption Amount: [[] per Calculation Amount/specify other/see Appendix] (N.B. If the Final Redemption Amount is other than 100 per cent. of the nominal value the Notes will be derivative securities for the purposes of the Prospectus Directive and the requirements of Annex XII to the Prospectus Directive Regulation will apply.) 23 Early Redemption Amount payable on [[] per Calculation Amount/specify other/see redemption for taxation reasons or on event of Appendix] default and/or the method of calculating the same (if required or if different from that set out in Condition 7.6):

68 GENERAL PROVISIONS APPLICABLE TO THE NOTES 24 Form of Notes: (a) Form: In the case of Notes issued by an Issuer other than Anheuser-Busch InBev: [Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event] [Temporary Global Note exchangeable for Definitive Notes on and after the Exchange Date] [Permanent Global Note exchangeable for Definitive Notes only upon an Exchange Event] (N.B. In relation to any issue of Notes which is to be represented on issue by a Temporary Global Note exchangeable for Definitive Notes, the following construction is not permitted to be used as the Specified Denomination of the Notes in paragraph 6 above: ‘‘[B]50,000 and integral multiples of [B]1,000 in excess thereof up to and including [B]99,000.’’) In the case of Notes issued by Anheuser- Busch InBev: [Dematerialised book-entry Notes] (b) New Global Note: [Yes][No] (Note that this must state ‘‘No’’ where Anheuser-Busch InBev is the Issuer) 25 Additional Financial Centre(s) or other special [Not Applicable/give details] provisions relating to Payment Days: (Note that this paragraph relates to the place of payment and not Interest Period end dates to which subparagraphs 16(c) and 18(g) relate) 26 Talons for future Coupons or Receipts to be [Yes/No] attached to Definitive Notes (and dates on which (If yes, give details) such Talons mature): 27 Details relating to Partly Paid Notes: amount of [Not Applicable/give details] each payment comprising the Issue Price and (N.B. a new form of Temporary Global Note date on which each payment is to be made and and/or Permanent Global Note may be required consequences of failure to pay, including any for Partly Paid issues) right of the Issuer to forfeit the Notes and interest due on late payment: 28 Details relating to Instalment Notes: (a) Instalment Amount(s): [Not Applicable/give details] (b) Instalment Date(s): [Not Applicable/give details] 29 Redenomination applicable: Redenomination [not] applicable (If Redenomination is applicable, specify the applicable Day Count Fraction and any provisions necessary to deal with floating rate interest calculation (including alternative reference rates))

69 30 Other final terms: [Not Applicable/give details] (When adding any other final terms consideration should be given as to whether such terms constitute ‘‘significant new factors’’ and consequently trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive.)

DISTRIBUTION 31 (a) If syndicated, names of Managers: [Not Applicable/give names] (If the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies, include names of entities agreeing to underwrite the issue on a firm commitment basis and names of the entities agreeing to place the issue without a firm commitment or on a ‘‘best efforts’’ basis if such entities are not the same as the Managers.) (b) Date of Subscription Agreement: [] (The above is only applicable if the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies.) (c) Stabilising Manager(s) (if any): [Not Applicable/give name] 32 If non-syndicated, name of relevant Dealer: [Not Applicable/give name] 33 U.S. Selling Restrictions: [Reg. S Compliance Category 2; TEFRA D/ TEFRA C/TEFRA not applicable] [N.B. The US tax position should be checked if anything other than TEFRA C is specified for Notes issued by Anheuser-Busch InBev] 34 Additional selling restrictions: [Not Applicable/give details]

PURPOSE OF FINAL TERMS These Final Terms comprise the final terms required for issue [and] [public offer in the Public Offer Jurisdictions] [and] [admission to trading on [the London Stock Exchange’s Regulated Market and listing on the Official List of the UK Listing Authority]] of the Notes described herein pursuant to the A10,000,000,000 Euro Medium Term Note Programme of Brandbrew S.A. and Anheuser-Busch InBev SA/NV.

RESPONSIBILITY The Issuer and the Guarantors accept responsibility for the information contained in these Final Terms. [[Relevant third party information, for example in compliance with Annex XII to the Prospectus Directive Regulation in relation to an index or its components] has been extracted from [specify source]. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by [specify source], no facts have been omitted which would render the reproduced information inaccurate or misleading].

Signed on behalf of the Issuer:

By: ......

Duly authorised

70 Signed on behalf of Ambrew S.A.:

By: ......

Duly authorised

Signed on behalf of Anheuser-Busch Companies, Inc.:

By: ......

Duly authorised

[Signed on behalf of Anheuser-Busch InBev SA/NV:

By: ......

Duly authorised]

Signed on behalf of Anheuser-Busch InBev Worldwide Inc.:

By: ......

Duly authorised

[Signed on behalf of Brandbrew S.A.:

By: ......

Duly authorised]

Signed on behalf of Cobrew NV/SA:

By: ...... Duly authorised

71 Signed on behalf of InBev Belgium NV/SA:

By: ......

Duly authorised

Signed on behalf of InBev France S.A.S.:

By: ......

Duly authorised

Signed on behalf of InBev Nederland N.V.:

By: ......

Duly authorised

Signed on behalf of Interbrew Central European Holding B.V.:

By: ......

Duly authorised

Signed on behalf of Interbrew International B.V.:

By: ......

Duly authorised

72 Signed on behalf of Nimbuspath Limited:

By: ......

Duly authorised

Signed on behalf of Sun Interbrew Limited:

By: ......

Duly authorised

73 PART B – OTHER INFORMATION 1 LISTING AND ADMISSION TO TRADING (i) Listing and Admission to trading: [Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on [the London Stock Exchange’s Regulated Market and to listing on the Official List of the UK Listing Authority] with effect from [].] [Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on [the London Stock Exchange’s Regulated Market and to listing on the Official List of the UK Listing Authority] with effect from [].] [Not Applicable.] (Where documenting a fungible issue need to indicate that original Notes are already admitted to trading) (ii) Estimate of total expenses related to [] admission to trading:

2 RATINGS Ratings: The Notes to be issued have been rated: [S&P: []] [Moody’s: []] [Fitch: []] [[Other]: []] (The above disclosure should reflect the rating allocated to Notes of the type being issued under the Programme generally or, where the issue has been specifically rated, that rating.)

3 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE [Save for any fees payable to the [Managers/Dealers], so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. – Amend as appropriate if there are other interests] [When adding any other description, consideration should be given as to whether such matters described constitute ‘‘significant new factors’’ and consequently trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive.]

4 REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) [Reasons for the offer: [] (ii) Estimated net proceeds: [] (iii) Estimated total expenses: [] (N.B.: Delete unless the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies, in which case (i) above is required where the reasons for the offer are different from making profit and/or hedging certain risks and, where such reasons are inserted in (i), disclosure of net proceeds and total expenses at (ii) and (iii) above are also required.)]

74 5 YIELD (Fixed Rate Notes only) Indication of yield: [] The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

6 PERFORMANCE OF INDEX/FORMULA, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING (Index-linked Notes only) [Need to include details of where past and future performance and volatility of the index/formula can be obtained.] [Where the underlying is an index need to include the name of the index and a description if composed by the Issuer and if the index is not composed by the Issuer need to include details of where the information about the index can be obtained.] [Include other information concerning the underlying required by paragraph 4.2 of Annex XII of the Prospectus Directive Regulation.] [When completing the above paragraphs, consideration should be given as to whether such matters described constitute ‘‘significant new factors’’ and consequently trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive.] (N.B. This paragraph 6 only applies if the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies.)

7 PERFORMANCE OF RATE[S] OF EXCHANGE (Dual Currency Notes only) [Need to include details of where past and future performance and volatility of the relevant rates can be obtained.] [When completing this paragraph, consideration should be given as to whether such matters described constitute ‘‘significant new factors’’ and consequently trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive.] (N.B. This paragraph 7 only applies if the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies.)

8 OPERATIONAL INFORMATION (i) ISIN Code: [] (ii) Common Code: [] (iii) Any clearing system(s) other than [Not Applicable/give name(s) and number(s)] Euroclear Bank S.A./N.V. and Clearstream Banking, soci´et´e anonyme or the X/N Clearing System and the relevant identification number(s): (iv) Delivery: Delivery [against/free of] payment (v) Names and addresses of additional [] Paying Agent(s) (if any):

75 (vi) Intended to be held in a manner which [Yes] [No] [Note that this must state ‘‘No’’ where would allow Eurosystem eligibility: Anheuser-Busch InBev is the Issuer] [Note that the designation ‘‘yes’’ simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.] [include this text if ‘‘yes’’ selected in which case the Notes must be issued in NGN form.]

76 TERMS AND CONDITIONS OF THE NOTES The following are the Terms and Conditions of the Notes which will be incorporated by reference into (i) each Global Note (as defined below), (ii) each definitive Note (if permitted by the relevant stock exchange or other relevant authority (if any) and agreed by the relevant Issuer and the relevant Dealer at the time of issue but, if not so permitted and agreed, such definitive Note will have endorsed thereon or attached thereto such Terms and Conditions) and (iii) each Note in dematerialised form issued by Anheuser-Busch InBev. The applicable Final Terms in relation to any Tranche of Notes may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the following Terms and Conditions, replace or modify the following Terms and Conditions for the purpose of such Notes. The applicable Final Terms (or the relevant provisions thereof) will be endorsed upon, or attached to, each Global Note and definitive Note, or incorporated by reference into each Note in dematerialised form issued by Anheuser-Busch InBev. Reference should be made to ‘‘Form of the Notes’’ for a description of the content of Final Terms which will specify which of such terms are to apply in relation to the relevant Notes. This Note is one of a Series (as defined below) of Notes issued by Anheuser-Busch InBev SA/NV (‘‘Anheuser-Busch InBev’’) pursuant to the Domiciliary Agency Agreement (as defined below) or by Brandbrew S.A. (‘‘Brandbrew’’) or any of Anheuser-Busch InBev’s other subsidiaries which has been appointed as an issuer (each a ‘‘New Issuer’’ and, together with Brandbrew and Anheuser-Busch InBev, the ‘‘Issuers’’, and each an ‘‘Issuer’’) pursuant to the Agency Agreement (as defined below). References herein to the ‘‘relevant Issuer’’ shall be references to whichever of Anheuser-Busch InBev, Brandbrew or any New Issuer is specified as the Issuer in the applicable Final Terms (as defined below). References herein to the ‘‘Notes’’ shall be references to the Notes of this Series and shall mean: (a) in relation to any Notes represented by a global Note (a ‘‘Global Note’’), units of each Specified Denomination in the Specified Currency; (b) any Global Note; (c) any definitive Notes issued in exchange for a Global Note; and (d) any Dematerialised Note (as defined below). In the case of Notes issued by an Issuer other than Anheuser-Busch InBev, the Notes, the Receipts (as defined below) and the Coupons (as defined below) have the benefit of an Agency Agreement (such Agency Agreement as amended and/or supplemented and/or restated from time to time, the ‘‘Agency Agreement’’) dated 16 January 2009 and made between the Issuers, the Guarantors (as defined below) as guarantors, BGL Societ´ e´ Anonyme as issuing and principal paying agent and agent bank (the ‘‘Agent’’, which expression shall include any successor agent) and the other paying agents named therein (together with the Agent, the ‘‘Paying Agents’’, which expression shall include any additional or successor paying agents). No Notes issued by Anheuser-Busch InBev will be issued pursuant to or have the benefit of the Agency Agreement. In the case of Notes issued by Anheuser-Busch InBev, the Notes have the benefit of a Domiciliary and Belgian Paying Agency Agreement (such Domiciliary and Belgian Paying Agency Agreement as amended and/or supplemented and/or restated from time to time, the ‘‘Domiciliary Agency Agreement’’) dated 16 January 2009 and made between Anheuser-Busch InBev, the Guarantors and Fortis Bank NV/SA as domiciliary agent and Belgian paying agent (the ‘‘Domiciliary Agent’’, which expression shall include any successor domiciliary agent and Belgian paying agent). Only Notes issued by Anheuser-Busch InBev will be issued pursuant to or have the benefit of the Domiciliary Agency Agreement. Interest bearing definitive Notes have interest coupons (‘‘Coupons’’) and, if indicated in the applicable Final Terms, talons for further Coupons (‘‘Talons’’) attached on issue. Any reference herein to Coupons or coupons shall, unless the context otherwise requires, be deemed to include a reference to Talons or talons. Definitive Notes repayable in instalments have receipts (‘‘Receipts’’) for the payment of the instalments of principal (other than the final instalment) attached on issue. Global Notes do not have Receipts, Coupons or Talons attached on issue.

77 The final terms for this Note (or the relevant provisions thereof) are set out in Part A of the Final Terms attached to or endorsed on or incorporated by reference into this Note and supplement these Terms and Conditions (the ‘‘Conditions’’) and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the Conditions, replace or modify the Conditions for the purposes of this Note. References to the ‘‘applicable Final Terms’’ are to Part A of the Final Terms (or the relevant provisions thereof) attached to or endorsed on or incorporated by reference into this Note. The payment of all amounts in respect of this Note have been guaranteed by (i) Anheuser- Busch InBev Worldwide Inc. (‘‘ABIWW’’), (ii) Anheuser-Busch Companies, Inc., (iii) InBev Belgium NV/SA, (iv) Cobrew NV/SA (‘‘Cobrew’’), (v) InBev France S.A.S. (‘‘InBev France’’), (vi) InBev Nederland N.V. (‘‘InBev Nederland’’), (vii) Interbrew International B.V. (‘‘Interbrew International’’), (viii) Interbrew Central European Holding B.V. (‘‘Interbrew CEH’’), (ix) Sun Interbrew Limited, (x) Nimbuspath Limited, (xi) Ambrew S.A. (‘‘Ambrew’’), (xii) except where it is the relevant Issuer, Brandbrew and (xiii) except where it is the relevant Issuer, Anheuser Busch InBev (together the ‘‘Guarantors’’ and each a ‘‘Guarantor’’; provided that upon any such company terminating its guarantee in accordance with Condition 2.3, such company will cease to be a Guarantor) pursuant to separate guarantees (each a ‘‘Guarantee’’ and together the ‘‘Guarantees’’) each dated 16 January 2009 and executed by the relevant Guarantor. Certain of the Guarantees are subject to certain limitations, as described in Condition 2.2. The original of each Guarantee is held by the Agent on behalf of the Noteholders, the Receiptholders and the Couponholders at its specified office. Any reference to ‘‘Noteholders’’ or ‘‘holders’’ in relation to any Notes shall mean the holders of the Notes and shall, in relation to any Notes represented by a Global Note, be construed as provided below. Any reference herein to ‘‘Receiptholders’’ shall mean the holders of the Receipts and any reference herein to ‘‘Couponholders’’ shall mean the holders of the Coupons and shall, unless the context otherwise requires, include the holders of the Talons. As used herein, ‘‘Tranche’’ means Notes which are identical in all respects (including as to listing and admission to trading) and ‘‘Series’’ means a Tranche of Notes together with any further Tranche or Tranches of Notes which are (a) expressed to be consolidated and form a single series and (b) identical in all respects (including as to listing and admission to trading) except for their respective Issue Dates, Interest Commencement Dates and/or Issue Prices. In the case of Notes issued by an Issuer other than Anheuser-Busch InBev, the Noteholders, the Receiptholders and the Couponholders are entitled to the benefit of the Deed of Covenant (the ‘‘Deed of Covenant’’) dated 16 January 2009 and made by the relevant Issuer. The original of the Deed of Covenant is held by a common depositary for Euroclear (as defined below) and Clearstream, Luxembourg (as defined below). In the case of Notes issued by Anheuser-Busch InBev, the holders of interests in Notes issued in dematerialised form (‘‘Dematerialised Notes’’) and represented by book entries in the records of the X/N clearing system (the ‘‘X/N Clearing System’’) and credited to their accounts with a participant, sub-participant or the operator of the X/N Clearing System will be entitled to proceed directly against Anheuser-Busch InBev in case of an Event of Default of Anheuser-Busch InBev based on statements of accounts provided by the participant, sub-participant or the operator of the X/N Clearing System. Copies of the Agency Agreement, the Guarantees and the Deed of Covenant are available for inspection during normal business hours at the specified office of each of the Paying Agents. Copies of the Domiciliary Agency Agreement are available for inspection during normal business hours at the specified office of the Domiciliary Agent. Copies of the applicable Final Terms are available for viewing at the specified office of each of the Paying Agents (in the case of Notes issued by an Issuer other than Anheuser-Busch InBev) or the Domiciliary Agent (in the case of Notes issued by Anheuser-Busch InBev) and copies may be obtained from those offices save that, if this Note is neither admitted to trading on a regulated market in the European Economic Area nor offered in the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Directive, the applicable Final Terms will only be obtainable by a Noteholder holding one or more Notes and such Noteholder must produce evidence satisfactory to the relevant Paying Agent or Domiciliary Agent, as the case may be, as to its holding of such Notes and identity. The Noteholders, the Receiptholders and the Couponholders are deemed to have notice of, and are entitled to the benefit of, (i) in the case of Notes issued by an Issuer other than Anheuser-Busch InBev, all the provisions of the Agency Agreement, the Guarantees, the Deed of Covenant and the applicable Final Terms which are applicable

78 to them, and (ii) in the case of Notes issued by Anheuser-Busch InBev, all the provisions of the Domiciliary Agency Agreement, the Guarantees and the applicable Final Terms which are applicable to them. The statements in the Conditions include summaries of, and are subject to, the detailed provisions of the Agency Agreement or the Domiciliary Agency Agreement, as the case may be. Words and expressions defined in the Agency Agreement (in the case of Notes issued by an Issuer other than Anheuser-Busch InBev) or the Domiciliary Agency Agreement (in the case of Notes issued by Anheuser-Busch InBev) or in either case used in the applicable Final Terms shall have the same meanings where used in the Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of inconsistency between the Agency Agreement or the Domiciliary Agency Agreement, as the case may be, and the applicable Final Terms, the applicable Final Terms will prevail.

1 FORM, DENOMINATION AND TITLE Where the relevant Issuer is not Anheuser-Busch InBev, the Notes are in bearer form and, in the case of definitive Notes, serially numbered, in the Specified Currency and the Specified Denomination(s). Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. The Notes issued by Anheuser-Busch InBev are in dematerialised book-entry form within the meaning of Article 468 of the Belgian Companies Code. Noteholders of Dematerialised Notes will not be entitled to exchange Notes into bearer or registered Notes. This Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, a Dual Currency Interest Note or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms. This Note may be an Index Linked Redemption Note, an Instalment Note, a Dual Currency Redemption Note, a Partly Paid Note or a combination of any of the foregoing, depending upon the Redemption/Payment Basis shown in the applicable Final Terms. Anheuser-Busch InBev shall not issue Index Linked Interest Notes or Index Linked Redemption Notes to the extent that such Notes may not be cleared through the X/N Clearing System. Definitive Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the Conditions are not applicable. Subject as set out below (and other than where the relevant Issuer is Anheuser-Busch InBev), title to the Notes, Receipts and Coupons will pass by delivery. The relevant Issuer, the Guarantors and the Paying Agents, as the case may be, will (except as otherwise required by law) deem and treat the bearer of any Note, Receipt or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out below. For so long as any of the Notes issued by an Issuer other than Anheuser-Busch InBev is represented by a Global Note held on behalf of Euroclear Bank S.A./N.V. (‘‘Euroclear’’) and/or Clearstream Banking, soci´et´e anonyme (‘‘Clearstream, Luxembourg’’), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the relevant Issuer, the Guarantors and the Paying Agents as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Global Note shall be treated by the relevant Issuer, the Guarantors and any Paying Agent as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Note, and the expressions ‘‘Noteholder’’ and ‘‘holder of Notes’’ and related expressions shall be construed accordingly. Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear and Clearstream, Luxembourg, as the case may be.

79 Title to Dematerialised Notes issued by Anheuser-Busch InBev will be evidenced in accordance with Article 468 of the Belgian Companies Code by entries in securities accounts maintained with the X/N Clearing System itself or participants or sub-participants in such system approved by the Belgian Minister of Finance. The X/N Clearing System maintains securities accounts in the name of authorised participants only. Such participants include Euroclear and Clearstream, Luxembourg. Noteholders, unless they are participants, will not hold Notes directly with the operator of the X/N Clearing System but will hold them in a securities account through a financial institution which is a participant in the X/N Clearing System or which holds them through another financial institution which is such a participant. In the case of Dematerialised Notes issued by Anheuser-Busch InBev, the operator of the X/N Clearing System will credit the securities account of the Domiciliary Agent with the aggregate nominal amount of Notes. Such Domiciliary Agent will credit each subscriber which is a participant in the X/N Clearing System and each other subscriber which has a securities account with such Domiciliary Agent, with a nominal amount of Notes equal to a nominal amount of Notes to which such participant or such securities account holders have subscribed and paid for (both acting on their own behalf or as agent for other subscribers). Any participant in respect of its sub-participants and its account holders and any sub-participant in respect of its account holders will, upon such Notes being credited as aforesaid, credit the securities accounts of such account holder or sub-participant, as the case may be. Each person who is for the time being shown in the records of a participant, a sub-participant or the operator of the X/N Clearing System as the holder of a particular nominal amount of such Notes (in which regard any certificate or other documents issued by a participant, sub-participant or the operator of the X/N Clearing System as to the nominal amount of such Notes standing to the account of such person shall be conclusive and binding for all purposes, save in the case of manifest error) shall be treated by Anheuser-Busch InBev and the Domiciliary Agent as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the Notes, which shall be paid through the Domiciliary Agent and the X/N Clearing System in accordance with the rules of the X/N Clearing System, and the expressions ‘‘Noteholder’’ and ‘‘holder of Notes’’ and related expressions shall be construed accordingly. Notes issued by Anheuser-Busch InBev will be transferable only in accordance with the rules and procedures for the time being of the X/N Clearing System. References to Euroclear and/or Clearstream, Luxembourg and/or the X/N Clearing System shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final Terms.

2 STATUS OF THE NOTES AND THE GUARANTEES 2.1 Status of the Notes The Notes and any relative Receipts and Coupons are direct, unconditional, unsubordinated and (subject to the provisions of Condition 3.1) unsecured obligations of the relevant Issuer and rank pari passu among themselves and (save for certain obligations required to be preferred by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of the relevant Issuer, from time to time outstanding.

2.2 Status of the Guarantees (a) The obligations of each Guarantor under its Guarantee are direct, (subject in the case of InBev France, InBev Nederland, Interbrew International, Interbrew CEH, Ambrew and (where Brandbrew is not the relevant Issuer) Brandbrew to Condition 2.2(b) below) unconditional, unsubordinated and (subject to the provisions of Condition 3.1) unsecured obligations of such Guarantor and (save for certain obligations required to be preferred by law) rank equally with all other unsecured obligations (other than subordinated obligations, if any) of the relevant Guarantor, from time to time outstanding.

80 (b) The obligations of each of InBev France, InBev Nederland, Interbrew International, Interbrew CEH, Ambrew and Brandbrew under their respective Guarantees are subject to the relevant limitations set out below: (i) InBev France Notwithstanding anything to the contrary in the provisions of InBev France’s Guarantee: (A) the obligations and liabilities of InBev France under its Guarantee shall not include any obligation or liability which if incurred would constitute the provision of financial assistance within the meaning of article L.255-216 of the French Commercial Code and/or would constitute a misuse of corporate assets within the meaning of article L.241-3 or L.242-6 of the French Commercial Code or any other law or regulations having the same effect, as interpreted by French courts; (B) the obligations and liabilities of InBev France under its Guarantee for the obligations of any relevant Issuer which is not an InBev France Subsidiary shall be limited, at any time, to an amount equal to the aggregate nominal amount of all Notes issued by such relevant Issuer to the extent directly or indirectly on-lent or otherwise provided to InBev France and/or any InBev France Subsidiary(ies) under intercompany loan or similar arrangements and outstanding at the date a payment is to be made by InBev France under its Guarantee; and (C) the obligations and liabilities of InBev France under its Guarantee for the obligations in respect of any Notes of any relevant Issuer which is an InBev France Subsidiary shall not be limited and shall therefore cover all amounts due by such relevant Issuer in such capacity. For the avoidance of doubt, any obligations or liabilities that may arise from InBev France acting jointly and severally with the other Guarantors (including as applicable as ‘‘co-d´ebiteur solidaire’’) are subject always to the limitations set out in this Condition 2.2(b)(i). (ii) InBev Nederland, Interbrew International and Interbrew CEH The Guarantees granted by InBev Nederland, Interbrew International and Interbrew CEH, respectively, shall not apply to any liability to the extent that it would result in such Guarantee constituting unlawful financial assistance. (iii) Ambrew Notwithstanding anything to the contrary in the provisions of Ambrew’s Guarantee, the maximum aggregate liability of Ambrew under its Guarantee shall not exceed an amount equal to the aggregate of (without double counting): (A) the aggregate amount of all moneys received by Ambrew and the Ambrew Subsidiaries as a borrower or issuer under the Ambrew Guaranteed Facilities; (B) the aggregate amount of all outstanding intercompany loans made to Ambrew and the Ambrew Subsidiaries by other members of the Anheuser-Busch InBev group which have been directly or indirectly funded using the proceeds of borrowings under the Ambrew Guaranteed Facilities; and (C) an amount equal to 100 per cent. of the greater of: I the sum of Ambrew’s own capital (capitaux propres) and its subordinated debt (dettes subordonn´ees) (other than any subordinated debt already accounted for under Condition 2.2(b)(iii)(B) above) (both as referred to in

81 article 34 of the Luxembourg law of 19 December 2002 on the commercial register and annual accounts, as amended (the ‘‘Law of 2002’’)) as reflected in Ambrew’s then most recent annual accounts approved by the competent organ of Ambrew (as audited by its r´eviseur d’entreprises (external auditor), if required by law); and II the sum of Ambrew’s own capital (capitaux propres) and its subordinated debt (dettes subordonn´ees) (both as referred to in article 34 of the Law of 2002) as reflected in its filed annual accounts available as at the Issue Date of the first Tranche of the relevant Series. For the avoidance of doubt, the limitation referred to in this Condition 2.2(b)(iii) shall not apply to the guarantee by Ambrew of any obligations owed by the Ambrew Subsidiaries under the Ambrew Guaranteed Facilities. In addition to the limitation referred to above in respect of Ambrew’s Guarantee, the obligations and liabilities of Ambrew under Ambrew’s Guarantee and under any of the Ambrew Guaranteed Facilities shall not include any obligation which, if incurred, would constitute a breach of the provisions on financial assistance as defined by article 49-6 of the Luxembourg Law on Commercial Companies dated 10 August 1915, as amended, to the extent such or an equivalent provision is applicable to Ambrew. (iv) InBev France and Ambrew Notwithstanding the other terms of InBev France’s and Ambrew’s Guarantee and these Conditions, the maximum aggregate amount that may be claimed against Ambrew and InBev France, collectively, under their respective Guarantees and under the guarantees given by Ambrew and InBev France in respect of the Ambrew Guaranteed Facilities (excluding their respective Guarantees) shall not exceed A260,000,000 (or its equivalent in any other currency). (v) Brandbrew Notwithstanding anything to the contrary in the provisions of Brandbrew’s Guarantee, the maximum aggregate liability of Brandbrew under its Guarantee and as a guarantor of the Brandbrew Guaranteed Facilities (excluding its Guarantee) shall not exceed an amount equal to the aggregate of (without double counting): (A) the aggregate amount of all moneys received by Brandbrew and the Brandbrew Subsidiaries as a borrower or issuer under the Brandbrew Guaranteed Facilities; (B) the aggregate amount of all outstanding intercompany loans made to Brandbrew and the Brandbrew Subsidiaries by other members of the Anheuser-Busch InBev group which have been directly or indirectly funded using the proceeds of borrowings under the Brandbrew Guaranteed Facilities; and (C) an amount equal to 100 per cent. of the greater of: I the sum of Brandbrew’s own capital (capitaux propres) and its subordinated debt (dettes subordonn´ees) (other than any subordinated debt already accounted for under Condition 2.2(b)(v)(B) above) (both as referred to in article 34 of the Law of 2002) as reflected in Brandbrew’s then most recent annual accounts approved by the competent organ of Brandbrew (as audited by its r´eviseur d’entreprises (external auditor), if required by law); and II the sum of Brandbrew’s own capital (capitaux propres) and its subordinated debt (dettes subordonn´ees) (both as referred to in article 34 of the Law of 2002) as reflected in its filed annual

82 accounts available as at the Issue Date of the first Tranche of the relevant Series. For the avoidance of doubt, the limitation referred to in this Condition 2.2(b)(v) shall not apply to the guarantee by Brandbrew of any obligations owed by the Brandbrew Subsidiaries under the Brandbrew Guaranteed Facilities. In addition to the limitation referred to above in respect of Brandbrew’s Guarantee, the obligations and liabilities of Brandbrew under Brandbrew’s Guarantee and under any of the Brandbrew Guaranteed Facilities shall not include any obligation which, if incurred, would constitute a breach of the provisions on financial assistance as defined by article 49-6 of the Luxembourg Law on Commercial Companies dated 10 August 1915, as amended, to the extent such or an equivalent provision is applicable to Brandbrew. (c) For the purposes of this Condition 2.2: ‘‘Ambrew Guaranteed Facilities’’ means: (i) the A2,500,000,000 syndicated credit facility agreement dated 8 December 2005 among Anheuser-Busch Inbev, Fortis Bank and others; (ii) the A200,000,000 facility agreement dated 15 April 2008 between Brandbrew and Fortis Bank as lender; (iii) the A150,000,000 facility agreement dated 20 March 2008 between Brandbrew and Santander Benelux S.A./NV as lender; (iv) the A50,000,000 facility agreement dated as of 29 August 2007 among Brandbrew, Anheuser-Busch InBev and S G Immobel SA as lender; (v) the A150,000,000 facility agreement dated 13 May 2008 between Anheuser- Busch InBev, Cobrew and BNP Paribas as lender; (vi) the A150,000,000 facility agreement dated 20 June 2008 between, amongst others, Anheuser-Busch InBev, Cobrew and The Royal Bank of Scotland plc as lender; (vii) the Existing Target Debt; (viii) any Notes issued by Brandbrew or Anheuser-Busch InBev under the Programme; (ix) the Senior Credit Facility (as defined in Condition 2.3); and (x) the U.S.$1,250,000,000 senior notes due 2014, U.S.$2,500,000,000 senior notes due 2019 and the U.S.$1,250,000,000 senior notes due 2039, in each case issued by ABIWW on 12 January 2009, or any refinancing (in whole or part) of any of the above items for the same or a lower amount; ‘‘Ambrew Subsidiaries’’ means each entity of which Ambrew has direct or indirect control or owns directly or indirectly more than 50 per cent. of the voting share capital or similar right of ownership; and ‘‘control’’ for this purpose means the power to direct the management and the policies of the entity whether through the ownership of voting capital, by contract or otherwise; ‘‘Brandbrew Guaranteed Facilities’’ means: (i) the A2,500,000,000 syndicated credit facility agreement dated 8 December 2005 among Anheuser-Busch InBev, Fortis Bank and others; (ii) the A150,000,000 facility agreement dated 13 May 2008 between Anheuser- Busch InBev, Cobrew and BNP Paribas as lender; (iii) the A150,000,000 facility agreement dated 20 June 2008 between, amongst others, Anheuser-Busch InBev, Cobrew and The Royal Bank of Scotland plc as lender;

83 (iv) the Existing Target Debt; (v) the U.S.$850,000,000 note purchase and guarantee agreement dated 22 October 2003 and entered into between, amongst others, Anheuser-Busch InBev as issuer, Cobrew and Brandbrew; (vi) any Notes issued by Brandbrew or Anheuser-Busch InBev under the Programme; (vii) the Senior Credit Facility; and (viii) the U.S.$1,250,000,000 senior notes due 2014, U.S.$2,500,000,000 senior notes due 2019 and the U.S.$1,250,000,000 senior notes due 2039, in each case issued by ABIWW on 12 January 2009, or any refinancing (in whole or part) of any of the above items for the same or a lower amount; ‘‘Brandbrew Subsidiaries’’ means each entity of which Brandbrew has direct or indirect control or owns directly or indirectly more than 50 per cent. of the voting share capital or similar right of ownership; and control for this purpose means the power to direct the management and the policies of the entity whether through the ownership of voting capital, by contract or otherwise; ‘‘Existing Target Debt’’ means the following notes, debentures and bonds of Anheuser- Busch Companies, Inc.: (i) 6.450% Debentures due 1 September 2037; (ii) 5.50% Notes due 15 January 2018; (iii) 9.0% Debentures due 1 December 2009; (iv) 6.75% Debentures due 15 December 2027; (v) 6.50% Debentures due 1 January 2028; (vi) 5.75% Notes due 1 April 2010; (vii) 7.50% Notes due 15 March 2012; (viii) 7.55% Debentures due 1 October 2030; (ix) 6.80% Debentures due 15 January 2031; (x) 6.00% Notes due 15 April 2011; (xi) 6.80% Debentures due 20 August 2032; (xii) 5.625% Notes due 1 October 2010; (xiii) 6.00% Debentures due 1 November 2041; (xiv) 6.50% Debentures due 1 May 2042; (xv) 6.50% Debentures due 1 February 2043; (xvi) 4.375% Notes due 15 January 2013; (xvii) 5.95% Debentures due 15 January 2033; (xviii) 4.625% Notes due 1 February 2015; (xix) 4.50% Notes due 1 April 2018; (xx) 5.35% Notes due 15 May 2023; (xxi) 4.95% Notes due 15 January 2014; (xxii) 5.05% Notes due 15 October 2016; (xxiii) 5.00% Notes due 1 March 2019; (xxiv) 4.70% Notes due 15 April 2012;

84 (xxv) 5.00% Notes due 15 January 2015; (xxvi) 5.491% Notes due 15 November 2017; (xxvii) 5.75% Debentures due 1 April 2036; (xxviii) 5.60% Notes due 1 March 2017; (xxix) Notes issued on 1 December 1989 by the Development Authority of Cartersville*; (xxx) Notes issued on 1 November 1990 by the Development Authority of Cartersville*; (xxxi) Notes issued on 1 May 1991 by The Industrial Development Authority of the City of St. Louis, Missouri*; (xxxii) Notes issued on 1 April 1997 by the Industrial Development Authority of the County of James City, Virginia*; (xxxiii) Notes issued on 1 April 1997 by the Development Authority of Cartersville*; (xxxiv) Notes issued on 1 August 1999 by the Ohio Water Development Agency*; (xxxv) Notes issued on 1 December 1999 by The Onondaga County Industrial Development Agency*; (xxxvi) Notes issued on 1 July 2000 by the Ohio Water Development Agency*; (xxxvii) Notes issued on 1 November 2001 by the Ohio Water Development Agency*; (xxxviii) Notes issued on 1 March 2002 by the Development Authority of Cartersville*; (xxxix) Notes issued on 1 April 2002 by the Gulf Coast Waste Disposal Authority*; (xl) Notes issued on 1 October 2002 by the City of Jonesboro, Arkansas*; (xli) Notes issued on 1 July 2006 by The Onondaga County Industrial Development Agency*; (xlii) Notes issued on 1 February 2007 by The Business Finance Authority of the State of New Hampshire*; (xliii) Notes issued on 1 February 2007 by the Jacksonville Economic Development Commission*; (xliv) Notes issued on 1 February 2007 by the City of Fort Collins, Colorado*; (xlv) Notes issued on 1 February 2007 by The Industrial Development Authority of the City of St. Louis, Missouri*; (xlvi) Notes issued on 1 February 2007 by the California Statewide Communities Development Authority*; (xlvii) Notes issued on 31 May 2007 by the New Jersey Economic Development Authority*; (xlviii) Notes issued on 1 August 2007 by the Development Authority of Cartersville*; and (xlix) Notes issued on 1 September 2007 by the California Enterprise Development Authority*; ‘‘InBev France Subsidiary’’ means an entity of which InBev France has direct or indirect control or owns directly or indirectly more than 50 per cent. of the voting share capital or similar right of ownership; and control for this purpose means the power to direct the management and the policies of the entity whether through the ownership of voting capital, by contract or otherwise; and

* Anheuser-Busch Companies, Inc. has subsequently become the principal debtor in respect of the Notes listed in subparagraphs (xxix) to (xlix).

85 ‘‘Programme’’ means the Euro Medium Term Note Programme established by the Issuers on 16 January 2009.

2.3 Termination of the Guarantees (a) Each of the Guarantors (other than Anheuser-Busch InBev) shall be entitled to terminate the relevant Guarantee on giving not less than 30 days’ notice to the Agent (in the case of Notes issued by an Issuer other than Anheuser-Busch InBev) or the Domiciliary Agent (in the case of Notes issued by Anheuser-Busch InBev) and, in accordance with Condition 14, the Noteholders, in the event that, at the time the relevant Guarantee is terminated (i) such Guarantor ceases to be an obligor, as borrower or guarantor, with respect to the Senior Credit Facility and (ii) the aggregate amount of indebtedness for borrowed money for which the relevant Guarantor is an obligor (as a guarantor or borrower) does not exceed 10 per cent. of Anheuser-Busch InBev’s consolidated gross assets as reflected in the balance sheet included in its most recent publicly released interim or annual consolidated financial statements. For the purposes of this Condition 2.3, the amount of a Guarantor’s indebtedness for borrowed money shall not include (A) the Notes, (B) any other debt the terms of which permit the termination of the Guarantor’s guarantee of such debt under similar circumstances, as long as such Guarantor’s obligations in respect of such other debt are terminated at substantially the same time as its guarantee of the Notes, and (C) any debt that is being refinanced at substantially the same time that the Guarantee of the Notes is being terminated, provided that any obligations of the Guarantor in respect of the debt that is incurred in the refinancing shall be included in the calculation of the Guarantor’s indebtedness for borrowed money. (b) In the Conditions, ‘‘Senior Credit Facility’’ means the U.S.$45,000,000,000 Senior Credit Facility provided to, inter alios, Anheuser-Busch InBev by certain banks pursuant to the Senior Credit Facilities Agreement dated 12 July 2008, as amended as of 23 July 2008, 21 August 2008 and 3 September 2008.

3 COVENANTS 3.1 Negative Pledge So long as any Note, Coupon or Receipt remains outstanding (as defined in the Agency Agreement) neither the relevant Issuer nor the Guarantor(s) will, and Anheuser-Busch InBev will ensure that none of Anheuser-Busch InBev’s Significant Subsidiaries (as defined in Condition 10) will, create, or have outstanding any mortgage, charge, lien, pledge or other security interest (each a ‘‘Security Interest’’), other than a Permitted Security Interest, upon, or with respect to, the whole or any part of its present or future undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness, or any guarantee or indemnity in respect of any Relevant Indebtedness without at the same time or prior thereto according to the Notes, the Coupons and the Receipts the same security as is created or subsisting to secure any such Relevant Indebtedness, guarantee or indemnity or such other security as shall be approved by an Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders.

3.2 Definitions In the Conditions, the following expressions have the following meanings: ‘‘Excluded Subsidiary’’ means each of: (a) Companhia de Bebidas das Americas´ and each of its Subsidiaries from time to time; and (b) Grupo Modelo, S.A.B. de C.V. and each of its Subsidiaries from time to time, provided that if Companhia de Bebidas das Americas´ or, as the case may be, Grupo Modelo, S.A.B. de C.V. becomes a wholly owned Subsidiary of Anheuser-Busch InBev, it and its Subsidiaries shall cease to be Excluded Subsidiaries;

86 ‘‘Permitted Security Interest’’ means: (a) any Security Interest over or affecting any asset of any company which becomes a Subsidiary (as defined in Condition 10) after the Issue Date of the first Tranche of the Notes, where the Security Interest is created prior to the date on which that company becomes a Subsidiary, provided that: (i) the Security Interest was not created in contemplation of the acquisition (or proposed acquisition) of that company; and (ii) the principal amount secured has not increased in contemplation of or since the acquisition (or proposed acquisition) of that company; and (b) any Security Interest created by an Excluded Subsidiary; ‘‘Relevant Indebtedness’’ means any present or future indebtedness (whether being principal, premium, interest or other amounts) which is in the form of, or represented or evidenced by, bonds, notes, debentures, loan stock or other securities which for the time being are, or are intended to be, quoted, listed or dealt in or traded, in each case with the agreement of the relevant Issuer on any stock exchange or over-the-counter or other securities market; and ‘‘Subsidiary’’ means any corporation of which more than 50 per cent. of the issued and outstanding stock entitled to vote for the election of directors (otherwise than by reason of default in dividends) is at the time owned directly or indirectly by Anheuser-Busch InBev or a Subsidiary or Subsidiaries.

4 REDENOMINATION 4.1 Redenomination Where redenomination is specified in the applicable Final Terms as being applicable, the relevant Issuer may, without the consent of the Noteholders, the Receiptholders and the Couponholders, on giving prior notice to the Agent, Euroclear and Clearstream, Luxembourg and at least 30 days’ prior notice to the Noteholders in accordance with Condition 14, elect that, with effect from the Redenomination Date specified in the notice, the Notes shall be redenominated in euro. The election will have effect as follows: (a) the Notes and the Receipts shall be deemed to be redenominated in euro in the denomination of A0.01 with a nominal amount for each Note and Receipt equal to the nominal amount of that Note or Receipt in the Specified Currency, converted into euro at the Established Rate, provided that, if the relevant Issuer determines, with the agreement of the Agent, that the then market practice in respect of the redenomination in euro of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the relevant Issuer shall promptly notify the Noteholders, the stock exchange (if any) on which the Notes may be listed and the Paying Agents of such deemed amendments; (b) save to the extent that an Exchange Notice has been given in accordance with paragraph (d) below, the amount of interest due in respect of the Notes will be calculated by reference to the aggregate nominal amount of Notes presented (or, as the case may be, in respect of which Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest A0.01; (c) if definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the relevant Issuer in the denominations of A1,000, A10,000, A100,000 and (but only to the extent of any remaining amounts less than A1,000 or such smaller denominations as the Agent may approve) A0.01 and such other denominations as the Agent shall determine and notify to the Noteholders; (d) if issued prior to the Redenomination Date, all unmatured Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void with effect from the date on which the relevant Issuer gives notice (the ‘‘Exchange Notice’’) that replacement euro-denominated Notes, Receipts and Coupons are available for

87 exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes and Receipts so issued will also become void on that date although those Notes and Receipts will continue to constitute valid exchange obligations of the relevant Issuer. New euro-denominated Notes, Receipts and Coupons will be issued in exchange for Notes, Receipts and Coupons denominated in the Specified Currency in such manner as the Agent may specify and as shall be notified to the Noteholders in the Exchange Notice. No Exchange Notice may be given less than 15 days prior to any date for payment of principal or interest on the Notes; (e) after the Redenomination Date, all payments in respect of the Notes, the Receipts and the Coupons, other than payments of interest in respect of periods commencing before the Redenomination Date, will be made solely in euro as though references in the Notes to the Specified Currency were to euro. Payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque; (f) if the Notes are Fixed Rate Notes and interest for any period ending on or after the Redenomination Date is required to be calculated for a period ending other than on an Interest Payment Date, it will be calculated: (i) in the case of the Notes represented by a Global Note, by applying the Rate of Interest to the aggregate outstanding nominal amount of the Notes represented by such Global Note; and (ii) in the case of definitive Notes, by applying the Rate of Interest to the Calculation Amount, and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Fixed Rate Note in definitive form is a multiple of the Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding; and (g) if the Notes are Floating Rate Notes, the applicable Final Terms will specify any relevant changes to the provisions relating to interest.

4.2 Definitions In the Conditions, the following expressions have the following meanings: ‘‘Established Rate’’ means the rate for the conversion of the Specified Currency (including compliance with rules relating to roundings in accordance with applicable European Community regulations) into euro established by the Council of the European Union pursuant to Article 123 of the Treaty; ‘‘euro’’ means the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty; ‘‘Redenomination Date’’ means (in the case of interest bearing Notes) any date for payment of interest under the Notes or (in the case of Zero Coupon Notes) any date, in each case specified by the relevant Issuer in the notice given to the Noteholders pursuant to Condition 4.1 above and which falls on or after the date on which the country of the Specified Currency first participates in the third stage of European economic and monetary union; and ‘‘Treaty’’ means the Treaty establishing the European Community, as amended.

88 5 INTEREST 5.1 Interest on Fixed Rate Notes Each Fixed Rate Note bears interest from (and including) the Interest Commencement Date at the rate(s) per annum equal to the Rate(s) of Interest. Interest will be payable in arrear on the Interest Payment Date(s) in each year up to (and including) the Maturity Date. If the Notes are in definitive form, except as provided in the applicable Final Terms, the amount of interest payable on each Interest Payment Date in respect of the Fixed Interest Period ending on (but excluding) such date will amount to the Fixed Coupon Amount. Payments of interest on any Interest Payment Date will, if so specified in the applicable Final Terms, amount to the Broken Amount so specified. As used in the Conditions, ‘‘Fixed Interest Period’’ means the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date. Other than (i) in the case of Notes in definitive form where an applicable Fixed Coupon Amount or Broken Amount is specified in the applicable Final Terms or (ii) in the case of Notes issued by Anheuser-Busch InBev, interest shall be calculated in respect of any period by applying the Rate of Interest to: (A) in the case of Fixed Rate Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Fixed Rate Notes represented by such Global Note (or, if they are Partly Paid Notes, the aggregate amount paid up); or (B) in the case of Fixed Rate Notes in definitive form, the Calculation Amount, and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Fixed Rate Note in definitive form is a multiple of the Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding. In the case of Notes issued by Anheuser-Busch InBev, interest shall be calculated in respect of any period in accordance with the rules of the X/N Clearing System. ‘‘Day Count Fraction’’ means, in respect of the calculation of an amount of interest in accordance with this Condition 5.1: (a) if ‘‘Actual/Actual (ICMA)’’ is specified in the applicable Final Terms: (i) in the case of Notes where the number of days in the relevant period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the ‘‘Accrual Period’’) is equal to or shorter than the Determination Period during which the Accrual Period ends, the number of days in such Accrual Period divided by the product of (I) the number of days in such Determination Period and (II) the number of Determination Dates (as specified in the applicable Final Terms) that would occur in one calendar year; or (ii) in the case of Notes where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of: (A) the number of days in such Accrual Period falling in the Determination Period in which the Accrual Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and (B) the number of days in such Accrual Period falling in the next Determination Period divided by the product of (x) the number of

89 days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and (b) if ‘‘30/360’’ is specified in the applicable Final Terms, the number of days in the period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (such number of days being calculated on the basis of a year of 360 days with 12 30-day months) divided by 360. In the Conditions: ‘‘Determination Period’’ means each period from (and including) a Determination Date to (but excluding) the next Determination Date (including, where either the Interest Commencement Date or the final Interest Payment Date is not a Determination Date, the period commencing on the first Determination Date prior to, and ending on the first Determination Date falling after, such date); and ‘‘sub-unit’’ means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, one cent.

5.2 Interest on Floating Rate Notes and Index Linked Interest Notes (a) Interest Payment Dates Each Floating Rate Note and Index Linked Interest Note bears interest from (and including) the Interest Commencement Date and such interest will be payable in arrear on either: (i) the Specified Interest Payment Date(s) in each year specified in the applicable Final Terms; or (ii) if no Specified Interest Payment Date(s) is/are specified in the applicable Final Terms, each date (each such date, together with each Specified Interest Payment Date, an ‘‘Interest Payment Date’’) which falls the number of months or other period specified as the Specified Period in the applicable Final Terms after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date. Such interest will be payable in respect of each Interest Period (which expression shall, in the Conditions, mean the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date). If a Business Day Convention is specified in the applicable Final Terms and (x) if there is no numerically corresponding day in the calendar month in which an Interest Payment Date should occur or (y) if any Interest Payment Date would otherwise fall on a day which is not a Business Day, then, if the Business Day Convention specified is: (A) in any case where Specified Periods are specified in accordance with Condition 5.2(a)(ii) above, the ‘‘Floating Rate Convention’’, such Interest Payment Date (a) in the case of (x) above, shall be the last day that is a Business Day in the relevant month and the provisions of (ii) below shall apply mutatis mutandis or (b) in the case of (y) above, shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event (i) such Interest Payment Date shall be brought forward to the immediately preceding Business Day and (ii) each subsequent Interest Payment Date shall be the last Business Day in the month which falls the Specified Period after the preceding applicable Interest Payment Date occurred; or (B) the ‘‘Following Business Day Convention’’, such Interest Payment Date shall be postponed to the next day which is a Business Day; or (C) the ‘‘Modified Following Business Day Convention’’, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be brought forward to the immediately preceding Business Day; or (D) the ‘‘Preceding Business Day Convention’’, such Interest Payment Date shall be brought forward to the immediately preceding Business Day.

90 In the Conditions, ‘‘Business Day’’ means a day which is both: (a) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London, Luxembourg and each Additional Business Centre specified in the applicable Final Terms; (b) either (i) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (if other than London and any Additional Business Centre and which if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney and Auckland, respectively) or (ii) in relation to any sum payable in euro, a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System (the ‘‘TARGET System’’) is open; and (c) in relation to any sum payable in respect of Notes issued by Anheuser-Busch InBev, a day on which the X/N Clearing System is operating.

(b) Rate of Interest The Rate of Interest payable from time to time in respect of Floating Rate Notes and Index Linked Interest Notes will be determined in the manner specified in the applicable Final Terms. (i) ISDA Determination for Floating Rate Notes Where ‘‘ISDA Determination’’ is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will be the relevant ISDA Rate plus or minus (as indicated in the applicable Final Terms) the Margin (if any). For the purposes of this subparagraph (i), ‘‘ISDA Rate’’ for an Interest Period means a rate equal to the Floating Rate that would be determined by the Agent (in the case of Notes issued by an Issuer other than Anheuser-Busch InBev) or the Domiciliary Agent (in the case of Notes issued by Anheuser-Busch InBev) under an interest rate swap transaction if the Agent or the Domiciliary Agent, as the case may be, were acting as Calculation Agent for that swap transaction under the terms of an agreement incorporating the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc. and as amended and updated as at the Issue Date of the first Tranche of the Notes (the ‘‘ISDA Definitions’’) and under which: (A) the Floating Rate Option is as specified in the applicable Final Terms; (B) the Designated Maturity is a period specified in the applicable Final Terms; and (C) the relevant Reset Date is either (I) if the applicable Floating Rate Option is based on the London interbank offered rate (‘‘LIBOR’’) or on the Euro-zone interbank offered rate (‘‘EURIBOR’’), the first day of that Interest Period or (II) in any other case, as specified in the applicable Final Terms. For the purposes of this subparagraph (i), ‘‘Floating Rate’’, ‘‘Calculation Agent’’, ‘‘Floating Rate Option’’, ‘‘Designated Maturity’’ and ‘‘Reset Date’’ have the meanings given to those terms in the ISDA Definitions. Unless otherwise stated in the applicable Final Terms, the Minimum Rate of Interest shall be deemed to be zero. (ii) Screen Rate Determination for Floating Rate Notes Where ‘‘Screen Rate Determination’’ is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will, subject as provided below, be either: (A) the offered quotation; or

91 (B) the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the offered quotations, (expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as the case may be, on the Relevant Screen Page as at 11.00 a.m. (London time, in the case of LIBOR, or Brussels time, in the case of EURIBOR) on the Interest Determination Date in question plus or minus (as indicated in the applicable Final Terms) the Margin (if any), all as determined by the Agent (in the case of Notes issued by an Issuer other than Anheuser-Busch InBev) or the Domiciliary Agent (in the case of Notes issued by Anheuser-Busch InBev). If five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Agent or the Domiciliary Agent, as the case may be, for the purpose of determining the arithmetic mean (rounded as provided above) of such offered quotations. The Agency Agreement (in the case of Notes issued by an Issuer other than Anheuser- Busch InBev) or the Domiciliary Agency Agreement (in the case of Notes issued by Anheuser-Busch InBev) contains provisions for determining the Rate of Interest in the event that the Relevant Screen Page is not available or if, in the case of (A) above, no such offered quotation appears or, in the case of (B) above, fewer than three such offered quotations appear, in each case as at the time specified in the preceding paragraph. If the Reference Rate from time to time in respect of Floating Rate Notes is specified in the applicable Final Terms as being other than LIBOR or EURIBOR, the Rate of Interest in respect of such Notes will be determined as provided in the applicable Final Terms.

(c) Minimum Rate of Interest and/or Maximum Rate of Interest If the applicable Final Terms specifies a Minimum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of paragraph (b) above is less than such Minimum Rate of Interest, the Rate of Interest for such Interest Period shall be such Minimum Rate of Interest. If the applicable Final Terms specifies a Maximum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of paragraph (b) above is greater than such Maximum Rate of Interest, the Rate of Interest for such Interest Period shall be such Maximum Rate of Interest.

(d) Determination of Rate of Interest and calculation of Interest Amounts The Agent, in the case of Floating Rate Notes issued by an Issuer other than Anheuser-Busch InBev, the Domiciliary Agent, in the case of Floating Rate Notes issued by Anheuser-Busch InBev, and the Calculation Agent, in the case of Index Linked Interest Notes, will, at or as soon as practicable after each time at which the Rate of Interest is to be determined, determine the Rate of Interest for the relevant Interest Period. In the case of Index Linked Interest Notes, the Calculation Agent will notify the Agent of the Rate of Interest for the relevant Interest Period as soon as practicable after calculating the same. In the case of Notes issued by an Issuer other than Anheuser-Busch InBev, the Agent will calculate the amount of interest (the ‘‘Interest Amount’’) payable on the Floating Rate Notes or Index Linked Interest Notes for the relevant Interest Period by applying the Rate of Interest to: (A) in the case of Floating Rate Notes or Index Linked Interest Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Notes represented by such Global Note (or, if they are Partly Paid Notes, the aggregate amount paid up); or (B) in the case of Floating Rate Notes or Index Linked Interest Notes in definitive form, the Calculation Amount,

92 and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Floating Rate Note or an Index Linked Interest Note in definitive form is a multiple of the Calculation Amount, the Interest Amount payable in respect of such Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding. In the case of Notes issued by Anheuser-Busch InBev, the Interest Amount shall be calculated in accordance with the rules of the X/N Clearing System. ‘‘Day Count Fraction’’ means, in respect of the calculation of an amount of interest in accordance with this Condition 5.2: (i) if ‘‘Actual/Actual (ISDA)’’ or ‘‘Actual/Actual’’ is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (I) the actual number of days in that portion of the Interest Period falling in a leap year divided by 366 and (II) the actual number of days in that portion of the Interest Period falling in a non-leap year divided by 365); (ii) if ‘‘Actual/365 (Fixed)’’ is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365; (iii) if ‘‘Actual/365 (Sterling)’’ is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366; (iv) if ‘‘Actual/360’’ is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 360; (v) if ‘‘30/360’’, ‘‘360/360’’ or ‘‘Bond Basis’’ is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

[360 (Y Y )] + [30 (M M )] + (D D ) Day Count Fraction = 2 1 2 1 2 1 360 where:

‘‘Y1’’ is the year, expressed as a number, in which the first day of the Interest Period falls;

‘‘Y2’’ is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

‘‘M1’’ is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

‘‘M2’’ is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

‘‘D1’’ is the first calendar day, expressed as a number, of the Interest Period, unless such number is 31, in which case D1 will be 30; and

‘‘D2’’ is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30; (vi) if ‘‘30E/360’’ or ‘‘Eurobond Basis’’ is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

[360 (Y Y )] + [30 (M M )] + (D D ) Day Count Fraction = 2 1 2 1 2 1 360

93 where:

‘‘Y1’’ is the year, expressed as a number, in which the first day of the Interest Period falls;

‘‘Y2’’ is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

‘‘M1’’ is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

‘‘M2’’ is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

‘‘D1’’ is the first calendar day, expressed as a number, of the Interest Period, unless such number would be 31, in which case D1 will be 30; and

‘‘D2’’ is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31, in which case D2 will be 30; (vii) if ‘‘30E/360 (ISDA)’’ is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

[360 (Y Y )] + [30 (M M )] + (D D ) Day Count Fraction = 2 1 2 1 2 1 360 where:

‘‘Y1’’ is the year, expressed as a number, in which the first day of the Interest Period falls;

‘‘Y2’’ is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

‘‘M1’’ is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

‘‘M2’’ is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

‘‘D1’’ is the first calendar day, expressed as a number, of the Interest Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case

D1 will be 30; and

‘‘D2’’ is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless (i) that day is the last day of February but not

the Maturity Date or (ii) such number would be 31, in which case D2 will be 30.

(e) Notification of Rate of Interest and Interest Amounts The Agent (in the case of Notes issued by an Issuer other than Anheuser-Busch InBev) or the Domiciliary Agent (in the case of Notes issued by Anheuser-Busch InBev) will cause the Rate of Interest and each Interest Amount for each Interest Period and the relevant Interest Payment Date to be notified to the relevant Issuer and any stock exchange on which the relevant Floating Rate Notes or Index Linked Interest Notes are for the time being listed (by no later than the first day of each Interest Period) and notice thereof to be published in accordance with Condition 14 as soon as possible after their determination but in no event later than the fourth London Business Day thereafter. Each Interest Amount and Interest Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without prior notice in the event of an extension or shortening of the Interest Period. Any such amendment will be promptly notified to each stock exchange on which the relevant Floating Rate Notes or Index Linked Interest Notes are for the time being listed and to the Noteholders in accordance with Condition 14. For the purposes of this paragraph, the expression ‘‘London Business Day’’ means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for general business in London.

94 (f) Certificates to be final All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 5.2, whether by the Agent (in the case of Notes issued by an Issuer other than Anheuser-Busch InBev) or the Domiciliary Agent (in the case of Notes issued by Anheuser-Busch InBev) or, if applicable, the Calculation Agent, shall (in the absence of wilful default, bad faith, manifest error or proven error) be binding on the relevant Issuer, the Guarantors, the Agent and the other Paying Agents or the Domiciliary Agent (as applicable), the Calculation Agent (if applicable) and all Noteholders, Receiptholders and Couponholders and (in the absence of wilful default or bad faith) no liability to the relevant Issuer, the Guarantors, the Noteholders, the Receiptholders or the Couponholders shall attach to the Agent or the Domiciliary Agent (as applicable) or, if applicable, the Calculation Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions pursuant to such provisions.

5.3 Interest on Dual Currency Interest Notes The rate or amount of interest payable in respect of Dual Currency Interest Notes shall be determined in the manner specified in the applicable Final Terms.

5.4 Interest on Partly Paid Notes In the case of Partly Paid Notes (other than Partly Paid Notes which are Zero Coupon Notes), interest will accrue as aforesaid on the paid-up nominal amount of such Notes and otherwise as specified in the applicable Final Terms.

5.5 Accrual of interest Each Note (or in the case of the redemption of part only of a Note, that part only of such Note) will cease to bear interest (if any) from the date for its redemption unless, upon due presentation thereof (in the case of Notes in bearer form), payment of principal is improperly withheld or refused. In such event, interest will continue to accrue until whichever is the earlier of: (a) the date on which all amounts due in respect of such Note have been paid; and (b) five days after the date on which the full amount of the moneys payable in respect of such Note has been received by the Agent (in the case of Notes issued by an Issuer other than Anheuser-Busch InBev) or the Domiciliary Agent (in the case of Notes issued by Anheuser-Busch InBev) and notice to that effect has been given to the Noteholders in accordance with Condition 14.

6 PAYMENTS 6.1 Method of payment Subject as provided below: (a) payments in a Specified Currency other than euro will be made by credit or transfer to an account in the relevant Specified Currency maintained by the payee with, or, at the option of the payee, by a cheque in such Specified Currency drawn on, a bank in the principal financial centre of the country of such Specified Currency (which, if the Specified Currency is Australian dollars or New Zealand dollars, shall be Sydney and Auckland, respectively); and (b) payments in euro will be made by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque. Payments will be subject in all cases to any fiscal or other laws and regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition 8.

6.2 Presentation of definitive Notes, Receipts and Coupons Payments of principal in respect of definitive Notes will (subject as provided below) be made in the manner provided in Condition 6.1 above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of definitive Notes, and payments of interest in respect of definitive Notes will (subject as provided below) be made as aforesaid only against presentation and

95 surrender (or, in the case of part payment of any sum due, endorsement) of Coupons, in each case at the specified office of any Paying Agent outside the United States (which expression, as used herein, means the United States of America (including the States and the District of Columbia, its territories, its possessions and other areas subject to its jurisdiction)). Payments of instalments of principal (if any) in respect of definitive Notes, other than the final instalment, will (subject as provided below) be made in the manner provided in Condition 6.1 above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Receipt in accordance with the preceding paragraph. Payment of the final instalment will be made in the manner provided in Condition 6.1 above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Note in accordance with the preceding paragraph. Each Receipt must be presented for payment of the relevant instalment together with the definitive Note to which it appertains. Receipts presented without the definitive Note to which they appertain do not constitute valid obligations of the relevant Issuer. Upon the date on which any definitive Note becomes due and repayable, unmatured Receipts (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof. Fixed Rate Notes in definitive form (other than Dual Currency Notes, Index Linked Notes or Long Maturity Notes (as defined below)) should be presented for payment together with all unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on exchange of matured Talons), failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of 10 years after the Relevant Date (as defined in Condition 8) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 9) or, if later, five years from the date on which such Coupon would otherwise have become due, but in no event thereafter. Upon any Fixed Rate Note in definitive form becoming due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof. Upon the date on which any Floating Rate Note, Dual Currency Note, Index Linked Note or Long Maturity Note in definitive form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment or, as the case may be, exchange for further Coupons shall be made in respect thereof. A ‘‘Long Maturity Note’’ is a Fixed Rate Note (other than a Fixed Rate Note which on issue had a Talon attached) whose nominal amount on issue is less than the aggregate interest payable thereon provided that such Note shall cease to be a Long Maturity Note on the Interest Payment Date on which the aggregate amount of interest remaining to be paid after that date is less than the nominal amount of such Note. If the due date for redemption of any definitive Note is not an Interest Payment Date, interest (if any) accrued in respect of such Note from (and including) the preceding Interest Payment Date or, as the case may be, the Interest Commencement Date shall be payable only against surrender of the relevant definitive Note.

6.3 Payments in respect of Global Notes Payments of principal and interest (if any) in respect of Notes represented by any Global Note will (subject as provided below) be made in the manner specified above in relation to definitive Notes and otherwise in the manner specified in the relevant Global Note against presentation or surrender, as the case may be, of such Global Note at the specified office of any Paying Agent outside the United States. A record of each payment made against presentation or surrender of any Global Note, distinguishing between any payment of principal and any payment of interest, will be made on such Global Note by the Paying Agent to which it was presented and such record shall be prima facie evidence that the payment in question has been made.

6.4 Payments in respect of Dematerialised Notes Payments in euro of principal and interest in respect of Dematerialised Notes issued by Anheuser-Busch InBev shall be made through the Domiciliary Agent and the X/N Clearing System in accordance with the Domiciliary Agency Agreement and the rules of the X/N Clearing System. If payments of principal and interest in respect of Dematerialised Notes issued by Anheuser-Busch InBev

96 are to be made in a currency other than euro, such payment will be made by Anheuser-Busch InBev or, as the case may be, by the Domiciliary Agent, to the relevant participant in the X/N Clearing System who will in turn redistribute the payments to their own accountholders holding the Notes.

6.5 General provisions applicable to payments In the case of Notes issued by an Issuer other than Anheuser-Busch InBev, the holder of a Global Note shall be the only person entitled to receive payments in respect of Notes represented by such Global Note and the relevant Issuer or, as the case may be, the Guarantors will be discharged by payment to, or to the order of, the holder of such Global Note in respect of each amount so paid. Each of the persons shown in the records of Euroclear or Clearstream, Luxembourg as the beneficial holder of a particular nominal amount of Notes represented by such Global Note must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for his share of each payment so made by the relevant Issuer or, as the case may be, the Guarantors to, or to the order of, the holder of such Global Note. In the case of Dematerialised Notes issued by Anheuser-Busch InBev, subject to applicable Belgian law, the Domiciliary Agent shall be the only person entitled to receive payments in respect of Notes and Anheuser-Busch InBev will be discharged by payment to, or to the order of, the Domiciliary Agent in respect of each amount so paid. Each of the persons shown in the records of a participant, a sub-participant or the operator of the X/N Clearing System as the beneficial holder of a particular nominal amount of Notes must look solely to a participant, a sub-participant or the operator of the X/N Clearing System, as the case may be, for his share of each payment so made by Anheuser-Busch InBev to, or to the order of, the holder of such Note. Notwithstanding the foregoing provisions of this Condition, if any amount of principal and/or interest in respect of Notes is payable in U.S. dollars, such U.S. dollar payments of principal and/or interest in respect of such Notes will be made at the specified office of a Paying Agent in the United States if: (a) the relevant Issuer has appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at such specified offices outside the United States of the full amount of principal and interest on the Notes in the manner provided above when due; (b) payment of the full amount of such principal and interest at all such specified offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal and interest in U.S. dollars; and (c) such payment is then permitted under United States law without involving, in the opinion of the relevant Issuer and the Guarantors, adverse tax consequences to the relevant Issuer or the Guarantors.

6.6 Payment Day If the date for payment of any amount in respect of any Note, Receipt or Coupon is not a Payment Day, the holder thereof shall not be entitled to payment until the next following Payment Day in the relevant place and shall not be entitled to further interest or other payment in respect of such delay. For these purposes, ‘‘Payment Day’’ means any day which (subject to Condition 9) is: (a) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in: (i) the relevant place of presentation; (ii) London; and (iii) each Additional Financial Centre specified in the applicable Final Terms; (b) either (A) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (if other than the place of presentation, London and any Additional

97 Financial Centre and which if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney and Auckland, respectively) or (B) in relation to any sum payable in euro, a day on which the TARGET System is open; and (c) in relation to any sum payable in respect of Notes issued by Anheuser-Busch InBev, a day on which the X/N Clearing System is operating.

6.7 Interpretation of principal and interest Any reference in the Conditions to principal in respect of the Notes shall be deemed to include, as applicable: (a) any additional amounts which may be payable with respect to principal under Condition 8; (b) the Final Redemption Amount of the Notes; (c) the Early Redemption Amount of the Notes; (d) the Optional Redemption Amount(s) (if any) of the Notes; (e) in relation to Notes redeemable in instalments, the Instalment Amounts; (f) in relation to Zero Coupon Notes, the Amortised Face Amount (as defined in Condition 7.6); and (g) any premium and any other amounts (other than interest) which may be payable by the relevant Issuer under or in respect of the Notes. Any reference in the Conditions to interest in respect of the Notes shall be deemed to include, as applicable, any additional amounts which may be payable with respect to interest under Condition 8.

7 REDEMPTION AND PURCHASE 7.1 Redemption at maturity Unless previously redeemed or purchased and cancelled as specified below, each Note (including each Index Linked Redemption Note and Dual Currency Redemption Note) will be redeemed by the relevant Issuer at its Final Redemption Amount specified in, or determined in the manner specified in, the applicable Final Terms in the relevant Specified Currency on the Maturity Date.

7.2 Redemption for tax reasons The Notes may be redeemed at the option of the relevant Issuer in whole, but not in part, at any time (if this Note is neither a Floating Rate Note, an Index Linked Interest Note nor a Dual Currency Interest Note) or on any Interest Payment Date (if this Note is either a Floating Rate Note, an Index Linked Interest Note or a Dual Currency Interest Note), on giving not less than 30 nor more than 60 days’ notice to the Agent (in the case of Notes issued by an Issuer other than Anheuser-Busch InBev) or the Domiciliary Agent (in the case of Notes issued by Anheuser-Busch InBev) and, in accordance with Condition 14, the Noteholders (which notice shall be irrevocable), if: (a) on the occasion of the next payment due under the Notes, the relevant Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 8 or the Guarantors would be unable for reasons outside their control to procure payment by the relevant Issuer and in making payment themselves would be required to pay such additional amounts, in each case as a result of any change in, or amendment to, the laws or regulations of a Tax Jurisdiction (as defined in Condition 8) or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the date on which agreement is reached to issue the first Tranche of the Notes; and (b) such obligation cannot be avoided by the relevant Issuer or, as the case may be, the Guarantors taking reasonable measures available to it/them, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the relevant Issuer or, as the case may be, the Guarantors would be obliged to pay such additional amounts were a payment in respect of the Notes then due.

98 Prior to the publication of any notice of redemption pursuant to this Condition, the relevant Issuer shall deliver to the Agent (in the case of Notes issued by an Issuer other than Anheuser-Busch InBev) or the Domiciliary Agent (in the case of Notes issued by Anheuser-Busch InBev) a certificate signed by two Directors of the relevant Issuer or, as the case may be, two Directors of each Guarantor stating that the relevant Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the relevant Issuer so to redeem have occurred, and an opinion of independent legal advisers of recognised standing to the effect that the relevant Issuer or, as the case may be, the Guarantors has/have or will become obliged to pay such additional amounts as a result of such change or amendment. Notes redeemed pursuant to this Condition 7.2 will be redeemed at their Early Redemption Amount referred to in Condition 7.6 below together (if appropriate) with interest accrued to (but excluding) the date of redemption.

7.3 Redemption at the option of the relevant Issuer (Issuer Call) If Issuer Call is specified in the applicable Final Terms, the relevant Issuer may, having given: (a) not less than 15 nor more than 30 days’ notice to the Noteholders in accordance with Condition 14; and (b) not less than 15 days before the giving of the notice referred to in (a) above, notice to the Agent (in the case of Notes issued by an Issuer other than Anheuser-Busch InBev) or the Domiciliary Agent (in the case of Notes issued by Anheuser-Busch InBev), (which notices shall be irrevocable and shall specify the date fixed for redemption), redeem all or some only of the Notes then outstanding on any Optional Redemption Date and at the Optional Redemption Amount(s) specified in, or determined in the manner specified in, the applicable Final Terms together, if appropriate, with interest accrued to (but excluding) the relevant Optional Redemption Date. Any such redemption must be of a nominal amount not less than the Minimum Redemption Amount and not more than the Maximum Redemption Amount, in each case as may be specified in the applicable Final Terms. In the case of a partial redemption of Notes, the Notes to be redeemed (‘‘Redeemed Notes’’) will be selected (i) individually by lot, in the case of Redeemed Notes issued by an Issuer other than Anheuser-Busch InBev and represented by definitive Notes, (ii) in accordance with the rules of Euroclear and/or Clearstream, Luxembourg (to be reflected in the records of Euroclear and Clearstream, Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion), in the case of Redeemed Notes issued by an Issuer other than Anheuser-Busch InBev and represented by a Global Note, and (iii) in accordance with the rules of the X/N Clearing System (in the case of Notes issued by Anheuser-Busch InBev), in each case not more than 30 days prior to the date fixed for redemption (such date of selection being hereinafter called the ‘‘Selection Date’’). In the case of Redeemed Notes represented by definitive Notes, a list of the serial numbers of such Redeemed Notes will be published in accordance with Condition 14 not less than 15 days prior to the date fixed for redemption. No exchange of the relevant Global Note will be permitted during the period from (and including) the Selection Date to (and including) the date fixed for redemption pursuant to this Condition 7.3 and notice to that effect shall be given by the relevant Issuer to the Noteholders in accordance with Condition 14 at least five days prior to the Selection Date.

7.4 Redemption at the option of the Noteholders (Investor Put) If Investor Put is specified in the applicable Final Terms, upon the holder of any Note giving to the relevant Issuer in accordance with Condition 14 not less than 15 nor more than 30 days’ notice, the relevant Issuer will, upon the expiry of such notice, redeem, subject to, and in accordance with, the terms specified in the applicable Final Terms, such Note on the Optional Redemption Date and at the Optional Redemption Amount together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date. It may be that before an Investor Put can be exercised, certain conditions and/or circumstances will need to be satisfied. Where relevant, the provisions will be set out in the applicable Final Terms. To exercise the right to require redemption of this Note pursuant to this Condition 7.4, the holder of this Note must, if this Note is in definitive form and held outside Euroclear and Clearstream, Luxembourg, deliver, at the specified office of any Paying Agent at any time during normal business hours of such Paying Agent falling within the notice period, a duly completed and signed notice of exercise in the form (for the time being current) obtainable from any specified office of any Paying Agent (a ‘‘Put Notice’’) and in which the holder must specify a bank account (or, if payment is

99 required to be made by cheque, an address) to which payment is to be made under this Condition accompanied by this Note or evidence satisfactory to the Paying Agent concerned that this Note will, following delivery of the Put Notice, be held to its order or under its control. If this Note is represented by a Global Note or is in definitive form and held through Euroclear or Clearstream, Luxembourg, to exercise the right to require redemption of this Note pursuant to this Condition 7.4, the holder of this Note must, within the notice period, give notice to the Agent of such exercise in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg (which may include notice being given on his instruction by Euroclear or Clearstream, Luxembourg or any common depositary or common safekeeper, as the case may be, for them to the Agent by electronic means) in a form acceptable to Euroclear and Clearstream, Luxembourg from time to time and, if this Note is represented by a Global Note, at the same time present or procure the presentation of the relevant Global Note to the Agent for notation accordingly. If this Note is a Dematerialised Note held through the X/N Clearing System, to exercise the right to require redemption of this Note pursuant to this Condition 7.4, the holder of this Note must, within the notice period, give notice to the Domiciliary Agent of such exercise in accordance with the standard procedures of the X/N Clearing System (which may include notice being given on his instruction by the X/N Clearing System to the Domiciliary Agent by electronic means) in a form acceptable to the X/N Clearing System from time to time. Any Put Notice or other notice given in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg or, as the case may be, the X/N Clearing System given by a holder of any Note pursuant to this Condition 7.4 shall be irrevocable except where, prior to the due date of redemption, an Event of Default has occurred and is continuing, in which event such holder, at its option, may elect by notice to the relevant Issuer to withdraw the notice given pursuant to this Condition 7.4 and instead to declare such Note forthwith due and payable pursuant to Condition 10.

7.5 Redemption at the option of the Noteholders (Change of Control Put) (a) If Change of Control Put is specified in the applicable Final Terms, in the event that: (i) a Change of Control occurs; and (ii) within the Change of Control Period, a Ratings Downgrade in respect of that Change of Control occurs (an ‘‘Early Redemption Event’’), then: (A) the relevant Issuer will (I) within 30 days after becoming aware of the Early Redemption Event, provide notice thereof to the Noteholders in accordance with Condition 14, and (II) determine and provide notice to the Noteholders in accordance with Condition 14 of the effective date for the purposes of early repayment (the ‘‘Effective Date’’). The Effective Date must be a Business Day not less than 60 and not more than 90 days after the giving of the notice regarding the Early Redemption Event pursuant to subparagraph (A)(I) above; and (B) upon the holder of any Note giving to the relevant Issuer in accordance with Condition 14 not less than 30 days’ notice in respect of any or all of its Notes, the relevant Issuer will, subject as provided below, redeem such Notes on the Effective Date and at the Optional Redemption Amount together, if appropriate, with interest accrued to (but excluding) the Effective Date. To exercise the right to require redemption of this Note pursuant to this Condition 7.5, the holder of this Note must, if this Note is in definitive form and held outside Euroclear and Clearstream, Luxembourg, deliver, at the specified office of any Paying Agent at any time during normal business hours of such Paying Agent falling within the notice period, a duly completed and signed notice of exercise in the form (for the time being current) obtainable from any specified office of any Paying Agent (an ‘‘Early Redemption Notice’’) and in which the holder must specify a bank account (or, if payment is required to be made by cheque, an address) to which payment is to be made under this Condition 7.5 accompanied by this Note or evidence satisfactory to the Paying Agent concerned that this Note will, following delivery of the Early Redemption Notice, be held to its order or under its control. If this Note is represented by a Global Note or is in definitive form and held through Euroclear or Clearstream, Luxembourg, to exercise the right to require redemption of this Note

100 pursuant to this Condition 7.5, the holder of this Note must, within the notice period, give notice to the Agent of such exercise in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg (which may include notice being given on his instruction by Euroclear or Clearstream, Luxembourg or any common depositary or common safekeeper, as the case may be, for them to the Agent by electronic means) in a form acceptable to Euroclear and Clearstream, Luxembourg from time to time and, if this Note is represented by a Global Note, at the same time present or procure the presentation of the relevant Global Note to the Agent for notation accordingly. If this Note is a Dematerialised Note held through the X/N Clearing System, to exercise the right to require redemption of this Note pursuant to this Condition 7.5, the holder of this Note must, within the notice period, give notice to the Domiciliary Agent of such exercise in accordance with the standard procedures of the X/N Clearing System (which may include notice being given on his instruction by the X/N Clearing System to the Domiciliary Agent by electronic means) in a form acceptable to the X/N Clearing System from time to time. Any Early Redemption Notice or other notice given in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg or, as the case may be, the X/N Clearing System given by a holder of any Note pursuant to this Condition 7.5 shall be irrevocable except where, prior to the due date of redemption, an Event of Default has occurred and is continuing, in which event such holder, at its option, may elect by notice to the relevant Issuer to withdraw the notice given pursuant to this Condition 7.5 and instead to declare such Note forthwith due and payable pursuant to Condition 10. (b) In this Condition 7.5: ‘‘Acting in concert’’ means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively cooperate, through the acquisition directly or indirectly of shares in Anheuser-Busch InBev by any of them, either directly or indirectly, to obtain Control of Anheuser-Busch InBev. A ‘‘Change of Control’’ means any person or group of persons acting in concert (in each case other than Stichting InBev or any existing direct or indirect certificate holder or certificate holders of Stichting InBev) gaining Control of Anheuser-Busch InBev; provided that a change of control shall not be deemed to have occurred if all or substantially all of the shareholders of the relevant person or group of persons are, or immediately prior to the event which would otherwise have constituted a change of control were, the shareholders of Anheuser-Busch InBev with the same (or substantially the same) pro rata interests in the share capital of the relevant person or group of persons as such shareholders have, or as the case may be, had, in the share capital of Anheuser-Busch InBev. ‘‘Change of Control Announcement’’ means the first public announcement by Anheuser-Busch InBev or any actual or, in the case of (ii) below, potential purchaser relating to (i) a Change of Control or (ii) a potential Change of Control where within 180 days following the date of such announcement, a Change of Control occurs. The ‘‘Change of Control Period’’ shall commence on the date of the Change of Control Announcement, but not later than on the date of the Change of Control, and shall end 60 days after the Change of Control (which period shall be extended following consummation of a Change of Control for so long as any Rating Agency has publicly announced within the period ending 60 days after the Change of Control that it is considering a possible ratings change, provided that the Change of Control Period shall not extend more than 60 days after the public announcement of such consideration). ‘‘Control’’ in relation to any entity means either the direct or indirect ownership of more than 50 per cent. of the share capital or similar rights of ownership of the entity or the power to direct the management and the policies of the entity whether through the ownership of share capital, contract or otherwise. ‘‘Rating Agencies’’ shall mean Standard & Poor’s Ratings Services, a Division of The McGraw-Hill Companies, Inc., Fitch, Inc., or Moody’s Investors Service Inc., their

101 respective successors, or any other nationally recognised statistical rating agency designated by Anheuser-Busch InBev. A ‘‘Ratings Downgrade’’ shall occur if any two solicited credit ratings for this Series of Notes fall below investment grade or if all three Rating Agencies (as defined below) cease to assign (other than temporarily) a credit rating to this series of Notes. A credit rating ‘‘below investment grade’’ shall mean, in relation to Standard & Poor’s Rating Services, a rating of BB+ or below, in relation to Moody’s Investors Service Inc., a rating of Ba1 or below, in relation to Fitch, Inc., a rating of BB+ or below and, where another ‘‘nationally recognised statistical rating agency’’ has been designated by Anheuser-Busch InBev, a comparable rating. A Ratings Downgrade shall not occur with respect to a particular Rating Agency in respect of a Change of Control unless the Rating Agency downgrading this Series of Notes announces or publicly confirms or informs Anheuser-Busch InBev in writing at its request that the downgrade was the result, in whole or in part, of the applicable Change of Control or Change of Control Announcement. If one or more Rating Agencies issues an investment grade credit rating for this Series of Notes (BBB/Baa3 or their respective equivalents for the time being) prior to the Effective Date so that the circumstances giving rise to the Ratings Downgrade no longer apply, then the Ratings Downgrade shall be deemed not to have occurred and the Noteholders shall have no right to demand redemption of their Notes pursuant to this Condition 7.5. ‘‘Stichting InBev’’ means the company incorporated under the laws of The Netherlands and registered with the Chamber of Commerce and Industries for Rotterdam under number 34144185 with registered address at Hofplein 20, 3032AC, Rotterdam, The Netherlands, and its successors. If, as a result of this Condition 7.5, holders of the Notes submit Early Redemption Notices in respect of at least 85 per cent. of the aggregate principal amount of this Series of Notes for the time being outstanding, the relevant Issuer may, having given not less than 15 nor more than 30 days’ notice to the Noteholders in accordance with Condition 14 (which notice shall be irrevocable and shall specify the date fixed for redemption), redeem all (but not some only) of the Notes then outstanding on the Effective Date and at the Optional Redemption Amount together, if appropriate, with interest accrued to (but excluding) the Effective Date.

7.6 Early Redemption Amounts For the purpose of Condition 7.2 above and Condition 10, each Note will be redeemed at its Early Redemption Amount calculated as follows: (a) in the case of a Note with a Final Redemption Amount equal to the Issue Price, at the Final Redemption Amount thereof; (b) in the case of a Note (other than a Zero Coupon Note but including an Instalment Note and a Partly Paid Note) with a Final Redemption Amount which is or may be less or greater than the Issue Price or which is payable in a Specified Currency other than that in which the Note is denominated, at the amount specified in, or determined in the manner specified in, the applicable Final Terms or, if no such amount or manner is so specified in the applicable Final Terms, at its nominal amount; or (c) in the case of a Zero Coupon Note, at an amount (the ‘‘Amortised Face Amount’’) calculated in accordance with the following formula: Early Redemption Amount = RP (1 + AY)y where: RP means the Reference Price; AY means the Accrual Yield expressed as a decimal; and y is a fraction the numerator of which is equal to the number of days (calculated on the basis of a 360-day year consisting of 12 months of 30 days each) from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator of which is 360,

102 or on such other calculation basis as may be specified in the applicable Final Terms.

7.7 Instalments Instalment Notes will be redeemed in the Instalment Amounts and on the Instalment Dates. In the case of early redemption, the Early Redemption Amount will be determined pursuant to Condition 7.6.

7.8 Partly Paid Notes Partly Paid Notes will be redeemed, whether at maturity, early redemption or otherwise, in accordance with the provisions of this Condition and the applicable Final Terms.

7.9 Purchases The relevant Issuer, the Guarantors or any subsidiary of the relevant Issuer or any Guarantor may at any time purchase Notes (provided that, in the case of definitive Notes, all unmatured Receipts, Coupons and Talons appertaining thereto are purchased therewith) at any price in the open market or otherwise. All Notes so purchased will be surrendered to a Paying Agent (in the case of Notes issued by an Issuer other than Anheuser-Busch InBev) or the Domiciliary Agent (in the case of Notes issued by Anheuser-Busch InBev) for cancellation.

7.10 Cancellation All Notes which are redeemed will forthwith be cancelled (together with all unmatured Receipts, Coupons and Talons attached thereto or surrendered therewith at the time of redemption). All Notes so cancelled and the Notes purchased and cancelled pursuant to Condition 7.9 above (together with all unmatured Receipts, Coupons and Talons cancelled therewith) shall be forwarded to the Agent (in the case of Notes issued by an Issuer other than Anheuser-Busch InBev) or the Domiciliary Agent (in the case of Notes issued by Anheuser-Busch InBev) and cannot be reissued or resold.

7.11 Late payment on Zero Coupon Notes If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note pursuant to Condition 7.1, 7.2, 7.3, 7.4 or 7.5 above or upon its becoming due and repayable as provided in Condition 10 is improperly withheld or refused, the amount due and repayable in respect of such Zero Coupon Note shall be the amount calculated as provided in Condition 7.6(c) above as though the references therein to the date fixed for the redemption or the date upon which such Zero Coupon Note becomes due and payable were replaced by references to the date which is the earlier of: (a) the date on which all amounts due in respect of such Zero Coupon Note have been paid; and (b) five days after the date on which the full amount of the moneys payable in respect of such Zero Coupon Notes has been received by the Agent (in the case of Notes issued by an Issuer other than Anheuser-Busch InBev) or the Domiciliary Agent (in the case of Notes issued by Anheuser-Busch InBev) and notice to that effect has been given to the Noteholders in accordance with Condition 14.

8 TAXATION All payments of principal and interest in respect of the Notes, Receipts and Coupons by the relevant Issuer or the Guarantors will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of any Tax Jurisdiction unless such withholding or deduction is required by law. In such event, the relevant Issuer or, as the case may be, the Guarantors (subject, in the case of any Guarantor, to the terms of the relevant Guarantee) will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any

103 Note, Receipt or Coupon (other than, in the case of paragraphs (a) to (e) below, with respect to any Note issued by Anheuser-Busch InBev): (a) presented for payment in any Tax Jurisdiction; or (b) presented for payment by or on behalf of a holder who is liable for such taxes or duties in respect of such Note, Receipt or Coupon by reason of his having some connection with a Tax Jurisdiction other than the mere holding of such Note, Receipt or Coupon; or (c) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 6.6); or (d) where such withholding or deduction is imposed on a payment to an individual or certain residual entities and is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or (e) presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note, Receipt or Coupon to another Paying Agent in a Member State of the European Union; or (f) (in respect of any payment by a US Guarantor) where such withholding or deduction is imposed or withheld by reason of the failure of the holder to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the holder or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of such withholding or deduction; or (g) (in respect of any payment by a US Guarantor) is on account of or in respect of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes; or (h) in relation to Notes issued by Anheuser-Busch InBev, where such withholding or deduction is imposed because the holder (or the beneficial owner) is not an eligible investor within the meaning of Article 4 of the Belgian Royal Decree of 26 May 1994 on the deduction of withholding tax (unless that person was an eligible investor at the time of its acquisition of the relevant Note or Coupon but has since ceased to be an eligible investor by reason of a change in Belgian law or regulations or in the interpretation or application thereof or by reason of another change which was within that person’s control), or is an eligible investor within the meaning of Article 4 of the Belgian Royal Decree of 26 May 1994 on the deduction of withholding tax but is not holding the relevant Note or Coupon in an exempt securities account with a qualifying clearing system in accordance with the Belgian law of 6 August 1993 relating to transactions in certain securities and its implementation decrees. As used herein: (i) ‘‘Tax Jurisdiction’’ means any jurisdiction under the laws of which the relevant Issuer or any Guarantor, or any successor to the relevant Issuer or any Guarantor, is organised or in which it is resident for tax purposes, or any political subdivision or any authority thereof or therein having power to tax; (ii) the ‘‘Relevant Date’’ means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Agent (in the case of Notes issued by an Issuer other than Anheuser-Busch InBev) or the Domiciliary Agent (in the case of Notes issued by Anheuser-Busch InBev) on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 14; and (iii) ‘‘US Guarantor’’ means any Guarantor in respect of which the relevant Tax Jurisdiction is the United States of America or any political subdivision or any authority thereof or therein having power to tax.

104 9 PRESCRIPTION The Notes, Receipts and Coupons will become void unless presented for payment within a period of 10 years (in the case of principal) and five years (in the case of interest) after the Relevant Date (as defined in Condition 8) therefor. There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon the claim for payment in respect of which would be void pursuant to this Condition or Condition 6.2 or any Talon which would be void pursuant to Condition 6.2.

10 EVENTS OF DEFAULT If any one or more of the following events (each an ‘‘Event of Default’’) shall occur and be continuing: (a) payment default – (i) the relevant Issuer or a Guarantor fails to pay interest within 14 days from the relevant due date, or (ii) the relevant Issuer or a Guarantor fails to pay the principal (or premium, if any) due on the Notes within seven days from the relevant due date; or (b) breach of other obligations – the relevant Issuer or a Guarantor defaults in the performance or observance of any of its other obligations under the Notes or its Guarantee and (except in any case where the default is incapable of remedy, when no such continuation or notice as is hereinafter mentioned will be required) such default remains unremedied for 30 days next following the service by a Noteholder on the Agent (in the case of Notes issued by an Issuer other than Anheuser-Busch InBev) or the Domiciliary Agent (in the case of Notes issued by Anheuser-Busch InBev) of notice requiring the same to be remedied; or (c) cross-acceleration – (i) any obligation for the payment or repayment of borrowed money (‘‘Indebtedness’’) of the relevant Issuer or a Guarantor becomes due and payable prior to its stated maturity by reason of a default; (ii) the relevant Issuer or a Guarantor fails to make any payment in respect of any Indebtedness on the due date for payment or, as the case may be, within any originally applicable grace period; (iii) any security given by the relevant Issuer or a Guarantor for any Indebtedness becomes enforceable and steps are taken to enforce such security; or (iv) default is made by the relevant Issuer or a Guarantor in making any payment due under any guarantee and/or indemnity given by it in relation to any Indebtedness of any other person and steps are taken to enforce such guarantee and/or indemnity; provided that no event described in this Condition 10(c) shall constitute an Event of Default unless the relevant amount of Indebtedness or other relative liability due and unpaid, either alone or when aggregated (without duplication) with other amounts of Indebtedness and/or other liabilities due and unpaid relative to all (if any) other events specified in (i) to (iv) above, amounts to at least A100,000,000 (or its equivalent in any other currency); or (d) cessation of business or insolvency – if (A) the relevant Issuer, Anheuser-Busch InBev or any other Guarantor that is a Significant Subsidiary ceases or threatens to cease to carry on the whole or substantially all of its business, save in each case for (i) the Post Acquisition Restructuring, (ii) (other than in the case of the relevant Issuer or Anheuser-Busch InBev) a Permitted Reorganisation, (iii) the purposes of reorganisation on terms previously approved by an Extraordinary Resolution or (iv) a substitution pursuant to Condition 15, or (B) the relevant Issuer, Anheuser-Busch InBev or any other Guarantor that is a Significant Subsidiary is (or is, or could be, deemed by law or a court to be) insolvent or bankrupt or unable to pay its debts, stops, suspends or threatens to stop or suspend payment of all or a material part of (or of a particular type of) its debts, proposes or makes a general assignment or an arrangement or composition with or for the benefit of the relevant creditors in respect of any such debts or a moratorium is agreed or declared in respect of or affecting all or a material part of (or of a particular type of) the debts of the relevant Issuer, Anheuser-Busch InBev or any other Guarantor that is a Significant Subsidiary; or

105 (e) winding up or dissolution – if any order is made by any competent court or an effective resolution passed for the winding up or dissolution of the relevant Issuer, Anheuser- Busch InBev or any other Guarantor that is a Significant Subsidiary, save for the purposes of (i) the Post Acquisition Restructuring, (ii) (other than in the case of the relevant Issuer or Anheuser-Busch InBev) a Permitted Reorganisation, (iii) reorganisation on terms previously approved by an Extraordinary Resolution or (iv) a substitution pursuant to Condition 15; or (f) proceedings initiated – if (A) proceedings are initiated against the relevant Issuer, Anheuser-Busch InBev or any other Guarantor that is a Significant Subsidiary under any applicable liquidation, insolvency, composition, reorganisation or other similar laws, or an application is made (or documents filed with a court) for the appointment of an administrative or other receiver, manager, administrator or other similar official, or an administrative or other receiver, manager, administrator or other similar official is appointed, in relation to the relevant Issuer, Anheuser-Busch InBev or any other Guarantor that is a Significant Subsidiary or, as the case may be, in relation to the whole or a substantial part of the undertaking or assets of any of them, or an encumbrancer takes possession of the whole or a substantial part of the undertaking or assets of any of them, or a distress, execution, attachment, sequestration or other process is levied, enforced upon, sued out or put in force against the whole or a substantial part of the undertaking or assets of any of them and (B) in any case (other than the appointment of an administrator) is not discharged within 45 days; or (g) judicial proceedings – if the relevant Issuer, Anheuser-Busch InBev or any other Guarantor that is a Significant Subsidiary initiates or consents to judicial proceedings relating to itself under any applicable liquidation, insolvency, composition, reorganisation or other similar laws (including the obtaining of a moratorium), save in each case for the purposes of (i) the Post Acquisition Restructuring, (ii) (other than in the case of the relevant Issuer or Anheuser-Busch InBev) a Permitted Reorganisation, (iii) reorganisation on terms previously approved by an Extraordinary Resolution or (iv) a substitution pursuant to Condition 15; or (h) impossibility due to government action – the issuance of any governmental order, decree or enactment in or by the jurisdiction of organisation or incorporation of the relevant Issuer, Anheuser-Busch InBev or any other Guarantor that is a Significant Subsidiary whereby the relevant Issuer, Anheuser-Busch InBev or any other Guarantor that is a Significant Subsidiary is prevented from observing and performing in full its obligations pursuant to the Notes and the Guarantees and such situation is not cured within 90 days; or (i) invalidity of the Guarantees – any Guarantee provided by Anheuser-Busch InBev or a Significant Subsidiary ceases to be valid and legally binding for any reason whatsoever or Anheuser-Busch InBev or any other Guarantor that is a Significant Subsidiary seeks to deny or disaffirm its obligations under its Guarantee; or (j) analogous events – if any event occurs which, under the laws of any jurisdictions of organisation or incorporation of the relevant Issuer, Anheuser-Busch InBev or any other Guarantor that is a Significant Subsidiary, has or may have an analogous effect to any of the events referred to in paragraphs (e) to (i) above, then any holder of a Note may, by written notice to the relevant Issuer at the specified office of the Agent (in the case of Notes issued by an Issuer other than Anheuser-Busch InBev) or the Domiciliary Agent (in the case of Notes issued by Anheuser-Busch InBev), effective upon the date of receipt thereof by the Agent or Domiciliary Agent, as the case may be, declare any Note held by it to be forthwith due and payable whereupon the same shall become forthwith due and payable at its Early Redemption Amount, together with accrued interest (if any) to the date of repayment, without presentment, demand, protest or other notice of any kind. For the purposes of the Conditions: ‘‘Acquisition’’ means the series of transactions by which Anheuser-Busch Companies, Inc. became an indirectly owned subsidiary of Anheuser-Busch InBev, as further described in the Base Prospectus dated 16 January 2009 relating to the Programme;

106 ‘‘Permitted Reorganisation’’ means a reconstruction, amalgamation, merger, consolidation or transfer of assets and/or activities (a ‘‘Reorganisation’’) where the surviving legal entity which acquires or to which is transferred the whole or substantially the whole of the business and/or activities of a Guarantor (other than Anheuser-Busch InBev) that is a Significant Subsidiary: (i) is a company incorporated and resident in a Member State of the OECD; (ii) carries on the same or similar business and activities of such Guarantor; (iii) expressly and effectively by law assumes all the obligations of such Guarantor under the Notes or the relevant Guarantee and has obtained all authorisations therefor; and to the extent that the senior long term debt of such Guarantor is then rated by a Rating Agency, such surviving legal entity benefits from a senior long-term debt rating from such Rating Agency which is equal to or higher than the senior long-term debt rating as that of such Guarantor immediately prior to the Reorganisation taking place; ‘‘Post Acquisition Restructuring’’ means an intra group reorganisation by way of disposal or transfer of the shares in InBev Germany Holding GmbH and its subsidiaries to a member of the Anheuser-Busch group following the closing date of the Acquisition; and ‘‘Significant Subsidiary’’ means any Subsidiary (i) the consolidated revenue of which represents 10 per cent. or more of Anheuser-Busch InBev’s consolidated revenue, (ii) the consolidated earnings before interest, taxes, depreciation and amortisation (‘‘EBITDA’’) of which represents 10 per cent. or more of Anheuser-Busch InBev’s consolidated EBITDA or (iii) the consolidated gross assets of which represent 10 per cent. or more of Anheuser-Busch InBev’s consolidated gross assets, in each case as reflected in Anheuser-Busch InBev’s most recent annual audited financial statements, provided that, in the case of a Subsidiary acquired by Anheuser-Busch InBev during or after the financial year shown in Anheuser-Busch InBev’s most recent annual audited financial statements, such calculation shall be made on the basis of the contribution of the Subsidiary considered on a pro forma basis as if it had been acquired at the beginning of the relevant period, with the pro forma calculation (including any adjustments) being made by Anheuser-Busch InBev acting in good faith.

11 REPLACEMENT OF NOTES, RECEIPTS, COUPONS AND TALONS Should any Note, Receipt, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Agent upon payment by the claimant of such costs and expenses as may be incurred in connection therewith and on such terms as to evidence and indemnity as the relevant Issuer may reasonably require. Mutilated or defaced Notes, Receipts, Coupons or Talons must be surrendered before replacements will be issued.

12 AGENT, PAYING AGENTS AND DOMICILIARY AGENT The names of the initial Agent, other Paying Agents and Domiciliary Agent and their initial specified offices are set out below. In the case of Notes issued by an Issuer other than Anheuser-Busch InBev, the relevant Issuer is entitled to vary or terminate the appointment of any Paying Agent and/or appoint additional or other Paying Agents and/or approve any change in the specified office through which any Paying Agent acts, provided that: (a) there will at all times be an Agent; (b) so long as the Notes are listed on any stock exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority; (c) there will at all times be a Paying Agent in a Member State of the European Union that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive; and (d) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdiction in which the relevant Issuer and/or any Guarantor is incorporated.

107 In addition, in the case of Notes issued by an Issuer other than Anheuser-Busch InBev, the relevant Issuer shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in the final paragraph of Condition 6.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency, when it shall be of immediate effect) after not less than 30 nor more than 45 days’ prior notice thereof shall have been given to the Noteholders in accordance with Condition 14. In the case of Notes issued by Anheuser-Busch InBev, Anheuser-Busch InBev is entitled to vary or terminate the appointment of the Domiciliary Agent and/or approve any change in the specified office through which the Domiciliary Agent acts, provided that at all times (i) there will be a Domiciliary Agent and the Domiciliary Agent will at all times be a participant in the X/N Clearing System and (ii) so long as the Notes are listed on any stock exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority. In acting under the Agency Agreement (in the case of Notes issued by an Issuer other than Anheuser-Busch InBev) or the Domiciliary Agency Agreement (in the case of Notes issued by Anheuser-Busch InBev), the Paying Agents and the Domiciliary Agent act solely as agents of the relevant Issuer and the Guarantors and do not assume any obligation to, or relationship of agency or trust with, any Noteholders, Receiptholders or Couponholders. The Agency Agreement and the Domiciliary Agency Agreement contain provisions permitting any entity into which any Paying Agent or the Domiciliary Agent is merged or converted or with which it is consolidated or to which it transfers all or substantially all of its assets to become the successor paying agent or domiciliary agent.

13 EXCHANGE OF TALONS On and after the Interest Payment Date on which the final Coupon comprised in any Coupon sheet matures, the Talon (if any) forming part of such Coupon sheet may be surrendered at the specified office of the Agent or any other Paying Agent in exchange for a further Coupon sheet including (if such further Coupon sheet does not include Coupons to (and including) the final date for the payment of interest due in respect of the Note to which it appertains) a further Talon, subject to the provisions of Condition 9.

14 NOTICES All notices regarding the Notes will be deemed to be validly given if published (a) in a leading English language daily newspaper of general circulation in London; and (b) where the relevant Issuer is Anheuser-Busch InBev and to the extent required by Belgian law, in the Moniteur Belge – Belgisch Staatsblad and in a leading Belgian daily newspaper of general circulation in Brussels. It is expected that any such publication in a newspaper will be made in the Financial Times in London and in De Tijd and L’Echo´ in Brussels. The relevant Issuer shall also ensure that notices are duly published in a manner which complies with the rules and regulations of any other stock exchange or other relevant authority on which the Notes are for the time being listed or by which they have been admitted to trading. Any such notice will be deemed to have been given on the date of the first publication or, where required to be published in more than one newspaper, on the date of the first publication in all required newspapers. In the case of Notes issued by an Issuer other than Anheuser-Busch InBev, until such time as any definitive Notes are issued, there may, so long as any Global Notes representing the Notes are held in their entirety on behalf of Euroclear and/or Clearstream, Luxembourg, be substituted for such publication in such newspaper(s) the delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg for communication by them to the holders of the Notes and, in addition, for so long as any Notes are listed on a stock exchange or are admitted to trading by another relevant authority and the rules of that stock exchange or relevant authority so require, such notice will be published in a daily newspaper of general circulation in the place or places required by those rules. Any such notice shall be deemed to have been given to the holders of the Notes on the second day after the day on which the said notice was given to Euroclear and/or Clearstream, Luxembourg. In the case of Notes issued by Anheuser-Busch InBev, there may, so long as the Dematerialised Notes are held in their entirety on behalf of the X/N Clearing System, be substituted for such publication in such newspaper(s) the delivery of the relevant notice to the X/N Clearing

108 System for communication by them to the holders of the Notes and, in addition, for so long as any Notes are listed on a stock exchange or are admitted to trading by another relevant authority and the rules of that stock exchange or relevant authority so require, such notice will be published in a daily newspaper of general circulation in the place or places required by those rules. Any such notice shall be deemed to have been given to the holders of the Notes on the second day after the day on which the said notice was given to the X/N Clearing System. Notices to be given by any Noteholder shall be in writing and given by lodging the same, together (in the case of any Note in definitive form) with the relative Note or Notes, with the Agent (in the case of Notes issued by an Issuer other than Anheuser-Busch InBev) or the Domiciliary Agent (in the case of Notes issued by Anheuser-Busch InBev). Whilst any of the Notes are represented by a Global Note, such notice may be given by any holder of a Note to the Agent through Euroclear and/or Clearstream, Luxembourg, as the case may be, in such manner as the Agent and Euroclear and/or Clearstream, Luxembourg, as the case may be, may approve for this purpose. Whilst any of the Notes are Dematerialised Notes, such notice may be given by any holder of a Note to the Domiciliary Agent through the X/N Clearing System in such manner as the Domiciliary Agent and the X/N Clearing System may approve for this purpose. In addition to the above publications, in respect of Notes issued by Anheuser-Busch InBev, with respect to notices for a meeting of Noteholders deciding on any matter contained in the Belgian Companies Code, any convening notice for such meeting shall be made in accordance with article 570 of the Belgian Companies Code by an announcement to be inserted, not less than 15 days prior to the meeting, in the Belgian Official Gazette (Moniteur Belge – Belgisch Staatsblad) and in a nationwide newspaper. Resolutions to be submitted to the meeting must be described in the convening notice. In addition, the convening notice shall specify the procedures in respect of voting on resolutions to be decided by the meeting.

15 SUBSTITUTION 15.1 Substitution of the relevant Issuer (other than Anheuser-Busch InBev) (a) Where the relevant Issuer is not Anheuser-Busch InBev, the relevant Issuer (or any previous substitute under these provisions) may, without the consent of the Noteholders, be replaced and substituted as principal debtor in respect of the Notes (and by subscribing any Notes, each Noteholder expressly consents to such replacement and substitution) by Anheuser-Busch InBev or any other company of which 100 per cent. of the shares or other equity interests (as the case may be) carrying the right to vote are directly or indirectly owned by Anheuser-Busch InBev (in such capacity, the ‘‘Substituted Debtor’’) provided that: (i) a deed poll and such other documents (if any) shall be executed by the Substituted Debtor, the relevant Issuer and each Guarantor as may be necessary to give full effect to the substitution (together the ‘‘Documents’’) and (without limiting the generality of the foregoing) pursuant to which the Substituted Debtor shall undertake in favour of each Noteholder to be bound by the Conditions and the provisions of the Agency Agreement and the Deed of Covenant as fully as if the Substituted Debtor had been named in the Notes, the Agency Agreement and the Deed of Covenant as the principal debtor in respect of the Notes in place of the relevant Issuer (or any previous substitute) and pursuant to which each Guarantor shall unconditionally and irrevocably guarantee (each a ‘‘New Guarantee’’) in favour of each Noteholder the payment of all sums payable by the Substituted Debtor as such principal debtor on the same terms mutatis mutandis as such Guarantor’s Guarantee; (ii) the Substituted Debtor and each Guarantor agrees to indemnify each Noteholder against: (A) any tax, duty, assessment or governmental charge that is imposed on such Noteholder by (or by any authority in or of) the jurisdiction of the country of residence of the Substituted Debtor for tax purposes and, if different, of its incorporation with respect to any Note and that would not have been so imposed had the substitution not been made; and

109 (B) any tax, duty, assessment or governmental charge, and any cost or expense, relating to the substitution; (iii) all necessary governmental and regulatory approvals and consents for (A) such substitution, (B) the giving by each Guarantor of its New Guarantee in respect of the obligations of the Substituted Debtor on the same terms mutatis mutandis as its Guarantee and (C) the performance by the Substituted Debtor and each Guarantor of its obligations under the Documents having been obtained and being in full force and effect; (iv) the Notes would continue to be listed on each stock exchange which has the Notes listed thereon immediately prior to the substitution; (v) the relevant Issuer shall have delivered or procured the delivery to the Agent a copy of a legal opinion addressed to the relevant Issuer, the Substituted Debtor and the Guarantors from a leading firm of lawyers in the country of incorporation of the Substituted Debtor, to the effect that the Documents constitute legal, valid and binding obligations of the Substituted Debtor, such opinion(s) to be dated not more than seven days prior to the date of substitution of the Substituted Debtor for the relevant Issuer and to be available for inspection by Noteholders at the specified offices of the Agent; (vi) each Guarantor shall have delivered or procured the delivery to the Agent a copy of a legal opinion addressed to the relevant Issuer, the Substituted Debtor and the Guarantors from a leading firm of lawyers in the country of incorporation of such Guarantor, to the effect that the Documents (including the New Guarantee given by such Guarantor in respect of the Substituted Debtor) constitute legal, valid and binding obligations of such Guarantor on the same terms mutatis mutandis as such Guarantor’s Guarantee, such opinion to be dated not more than seven days prior to the date of substitution of the Substituted Debtor for the relevant Issuer and to be available for inspection by Noteholders at the specified offices of the Agent; (vii) Anheuser-Busch InBev shall have delivered or procured the delivery to the Agent a copy of a legal opinion addressed to the relevant Issuer, the Substituted Debtor and the Guarantors from a leading firm of English lawyers to the effect that the Documents (including each New Guarantee) constitute legal, valid and binding obligations of the parties thereto under English law, such opinion to be dated not more than seven days prior to the date of substitution of the Substituted Debtor for the relevant Issuer and to be available for inspection by Noteholders at the specified offices of the Agent; (viii) if the Substituted Debtor is not incorporated in England and Wales, the Substituted Debtor shall have appointed a process agent in England to receive service of process in England on its behalf in relation to any legal action or proceedings arising out of or in connection with the Notes or the Documents; (ix) there is no outstanding Event of Default in respect of the Notes; (x) any solicited credit rating assigned to the Notes will remain the same or be improved when the Substituted Debtor replaces and substitutes the relevant Issuer in respect of the Notes, and this has been confirmed in writing by each rating agency which has assigned any credit rating to the Notes; and (xi) the substitution complies with all applicable requirements established under law in the country of incorporation of the relevant Issuer and each Guarantor. (b) Upon the execution of the Documents as referred to in Condition 15.1(a) above, the Substituted Debtor shall be deemed to be named in the Notes as the principal debtor in place of the relevant Issuer (or of any previous substitute under these provisions) and the Notes shall thereupon be deemed to be amended to give effect to the substitution. The execution of the Documents shall operate to release the relevant Issuer (or such previous substitute as aforesaid) from all of its obligations in respect of the Notes.

110 (c) The Documents shall be deposited with and held by the Agent for so long as any Note remains outstanding and for so long as any claim made against the Substituted Debtor or any Guarantor by any Noteholder in relation to the Notes or the Documents shall not have been finally adjudicated, settled or discharged. The Substituted Debtor and each Guarantor shall acknowledge in the Documents the right of every Noteholder to the production of the Documents for the enforcement of any of the Notes or the Documents. (d) Not later than 15 Business Days in London after the execution of the Documents, the Substituted Debtor shall give notice thereof to the Noteholders in accordance with Condition 14.

15.2 Substitution of Anheuser-Busch InBev (a) Anheuser-Busch InBev (or any previous substitute under these provisions) may, without the consent of the Noteholders, be replaced and substituted as principal debtor or, as applicable, a Guarantor in respect of the Notes (and by subscribing any Notes, each Noteholder expressly consents to such replacement and substitution) by (A) any company of which 100 per cent. of the shares or other equity interests (as the case may be) carrying the right to vote are directly or indirectly owned by Anheuser-Busch InBev or (B) any company which directly or indirectly owns 100 per cent. of the shares or other equity interests (as the case may be) carrying the right to vote in Anheuser- Busch InBev (in such capacity, the ‘‘Substitute’’) provided that: (i) a deed poll and such other documents (if any) shall be executed by the Substitute, the relevant Issuer (if other than Anheuser-Busch InBev (or any previous substitute under these provisions)) and each Guarantor (other than Anheuser-Busch InBev (or any previous substitute under these provisions)) as may be necessary to give full effect to the substitution (together the ‘‘Documents’’) and (without limiting the generality of the foregoing) pursuant to which the Substitute shall undertake in favour of each Noteholder to be bound by the Conditions and the provisions of the Agency Agreement or, as the case may be, the Domiciliary Agency Agreement and (in the case of Notes issued by an Issuer other than Anheuser-Busch InBev) the relevant Guarantee as fully as if the Substitute had been named in the Notes, the Agency Agreement or, as the case may be, the Domiciliary Agency Agreement and (if applicable) the relevant Guarantee as the principal debtor or, as the case may be, a Guarantor in respect of the Notes in place of the Anheuser-Busch InBev (or any previous substitute) and pursuant to which (in the case of Notes originally issued by Anheuser-Busch InBev) each Guarantor shall unconditionally and irrevocably guarantee (each a ‘‘New Guarantee’’) in favour of each Noteholder the payment of all sums payable by the Substitute as such principal debtor on the same terms mutatis mutandis as such Guarantor’s Guarantee; (ii) the Substitute and each Guarantor agrees to indemnify each Noteholder against: (A) any tax, duty, assessment or governmental charge that is imposed on such Noteholder by (or by any authority in or of) the jurisdiction of the country of residence of the Substitute for tax purposes and, if different, of its incorporation with respect to any Note and that would not have been so imposed had the substitution not been made; and (B) any tax, duty, assessment or governmental charge, and any cost or expense, relating to the substitution; (iii) all necessary governmental and regulatory approvals and consents for (A) such substitution, (B) (in the case of Notes originally issued by Anheuser-Busch InBev) the giving by each Guarantor of its New Guarantee in respect of the obligations of the Substitute on the same terms mutatis mutandis as its Guarantee and (C) the performance by the Substitute and each Guarantor of

111 its obligations under the Documents having been obtained and being in full force and effect; (iv) the Notes would continue to be listed on each stock exchange which has the Notes listed thereon immediately prior to the substitution; (v) Anheuser-Busch InBev (or any previous substitute) shall have delivered or procured the delivery to the Agent (in the case of Notes issued by an Issuer other than Anheuser-Busch InBev) or the Domiciliary Agent (in the case of Notes originally issued by Anheuser-Busch InBev) a copy of a legal opinion addressed to the relevant Issuer, the Substitute and the Guarantors from a leading firm of lawyers in the country of incorporation of the Substitute, to the effect that the Documents constitute legal, valid and binding obligations of the Substitute, such opinion(s) to be dated not more than seven days prior to the date of substitution of the Substitute for Anheuser-Busch InBev and to be available for inspection by Noteholders at the specified offices of the Agent (in the case of Notes issued by an Issuer other than Anheuser-Busch InBev) or the Domiciliary Agent (in the case of Notes originally issued by Anheuser- Busch InBev); (vi) in the case of Notes originally issued by Anheuser-Busch InBev, each Guarantor shall have delivered or procured the delivery to the Domiciliary Agent a copy of a legal opinion addressed to the relevant Issuer, the Substitute and the Guarantors from a leading firm of lawyers in the country of incorporation of such Guarantor, to the effect that the Documents (including the New Guarantee given by such Guarantor in respect of the Substitute) constitute legal, valid and binding obligations of such Guarantor on the same terms mutatis mutandis as such Guarantor’s Guarantee, such opinion to be dated not more than seven days prior to the date of substitution of the Substitute for Anheuser-Busch InBev (or any previous substitute) and to be available for inspection by Noteholders at the specified offices of the Domiciliary Agent; (vii) Anheuser-Busch InBev (or any previous substitute) shall have delivered or procured the delivery to the Agent or the Domiciliary Agent, as aforesaid, a copy of a legal opinion addressed to the relevant Issuer, the Substitute and the Guarantors from a leading firm of English lawyers to the effect that the Documents (including, in the case of Notes originally issued by Anheuser- Busch InBev, each New Guarantee) constitute legal, valid and binding obligations of the parties thereto under English law, such opinion to be dated not more than seven days prior to the date of substitution of the Substitute for Anheuser-Busch InBev (or any previous substitute) and to be available for inspection by Noteholders at the specified offices of the Agent (in the case of Notes issued by an Issuer other than Anheuser-Busch InBev) or the Domiciliary Agent (in the case of Notes originally issued by Anheuser-Busch InBev); (viii) if the Substitute is not incorporated in England and Wales, the Substitute shall have appointed a process agent in England to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with the Notes or the Documents; (ix) there is no outstanding Event of Default in respect of the Notes; (x) any solicited credit rating assigned to the Notes will remain the same or be improved when the Substitute replaces and substitutes Anheuser-Busch InBev (or any previous substitute) in respect of the Notes, and this has been confirmed in writing by each rating agency which has assigned any credit rating to the Notes; and (xi) the substitution complies with all applicable requirements established under law in the country of incorporation of the relevant Issuer and each Guarantor.

112 (b) Upon the execution of the Documents as referred to in Condition 15.2(a) above, the Substitute shall be deemed to be named in the Notes as the principal debtor or, as applicable, a Guarantor in place of Anheuser-Busch InBev (or of any previous substitute under these provisions) and the Notes shall thereupon be deemed to be amended to give effect to the substitution. The execution of the Documents shall operate to release Anheuser-Busch InBev (or such previous substitute as aforesaid) from all of its obligations in respect of the Notes and, in the case of Notes issued by an Issuer other than Anheuser-Busch InBev, its Guarantee. (c) The Documents shall be deposited with and held by the Agent (in the case of Notes issued by an Issuer other than Anheuser-Busch InBev) or the Domiciliary Agent (in the case of Notes originally issued by Anheuser-Busch InBev) for so long as any Note remains outstanding and for so long as any claim made against the Substitute or any Guarantor or (if different) the relevant Issuer by any Noteholder in relation to the Notes or the Documents shall not have been finally adjudicated, settled or discharged. The Substitute and each Guarantor and (if different) the relevant Issuer shall acknowledge in the Documents the right of every Noteholder to the production of the Documents for the enforcement of any of the Notes or the Documents. (d) Not later than 15 Business Days in London after the execution of the Documents, the Substitute shall give notice thereof to the Noteholders in accordance with Condition 14.

16 MEETINGS OF NOTEHOLDERS AND MODIFICATION In the case of Notes issued by an Issuer other than Anheuser-Busch InBev, the Agency Agreement contains provisions for convening meetings of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Receipts, the Coupons or any of the provisions of the Agency Agreement. A meeting of the Noteholders may be convened by the relevant Issuer or any Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than 10 per cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing not less than 50 per cent. in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes, the Receipts or the Coupons (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes, the Receipts or the Coupons), the quorum shall be one or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal amount of the Notes for the time being outstanding. An Extraordinary Resolution passed at any meeting of the Noteholders shall be binding on all the Noteholders, whether or not they are present at the meeting, and on all Receiptholders and Couponholders. In respect of Notes issued by Anheuser-Busch InBev, all Resolutions of Noteholders which in the opinion of Anheuser-Busch InBev relate to a matter contained in article 568 of the Belgian Companies Code will only be effective if taken at a meeting convened and decided in accordance with the Belgian Companies Code. The quorum at any such meeting convened to consider a Resolution will be one or more persons holding or representing not less than 50 per cent. in nominal amount of the Notes for the time being outstanding or, at any adjourned meeting after publication of a new convening notice pursuant to Condition 14, one or more persons being or representing Noteholders whatever the aggregate nominal amount of the Notes so held or represented. A Resolution (as defined below) requires the approval of Noteholders holding or representing at least 75 per cent. of the aggregate nominal amount outstanding of the Notes present or represented at the meeting and taking part in the vote. If however a Resolution is adopted by Noteholders holding or representing less than one-third of the aggregate nominal amount outstanding of the Notes (whether present or represented at the meeting or not), such Resolution is not binding unless approved by the competent Court of Appeal of Brussels. The above quorum and special majority requirements do not apply to Resolutions relating to interim measures or to the appointment of a representative of the Noteholders. In such a case, the

113 Resolutions shall be adopted if approved by Noteholders holding or representing at least a majority of the aggregate nominal amount of the Notes outstanding present or represented at the meeting. A Resolution duly passed in accordance with the provisions of the Belgian Companies Code at any such meeting of Noteholders and, to the extent required by law, approved by the relevant Court of Appeal, will be binding on all Noteholders, whether or not they are present at the meeting and whether or not they vote in favour thereof. The matters listed in article 568 of the Belgian Companies Code in respect of which a Resolution may be adopted include modifying or suspending the date of maturity of Notes, postponing any day for payment of interest thereon, reducing the rate of interest applicable in respect of such Notes, deciding urgent interim actions in the common interest of Noteholders, accepting a security in favour of the Noteholders, accepting a transformation of Notes into shares on conditions proposed by Anheuser-Busch InBev, and appointing a special agent of the Noteholders to implement the resolutions of the meeting of Noteholders. For the purpose of this Condition, a ‘‘Resolution’’ means a resolution of Noteholders duly passed at a meeting called and held in accordance with the Belgian Companies Code. The Agent (in the case of Notes issued by an Issuer other than Anheuser-Busch InBev) or the Domiciliary Agent (in the case of Notes issued by Anheuser-Busch InBev) and the relevant Issuer may agree, without the consent of the Noteholders, Receiptholders or Couponholders, to: (a) any modification (except as mentioned above) of the Notes, the Receipts, the Coupons or the Agency Agreement (in the case of Notes issued by an Issuer other than Anheuser-Busch InBev) or the Domiciliary Agency Agreement (in the case of Notes issued by Anheuser-Busch InBev) which is not prejudicial to the interests of the Noteholders; or (b) any modification of the Notes, the Receipts, the Coupons or the Agency Agreement (in the case of Notes issued by an Issuer other than Anheuser-Busch InBev) or the Domiciliary Agency Agreement (in the case of Notes issued by Anheuser-Busch InBev) which is of a formal, minor or technical nature or is made to correct a manifest or proven error or to comply with mandatory provisions of the law. Any such modification shall be binding on the Noteholders, the Receiptholders and the Couponholders and any such modification shall be notified to the Noteholders in accordance with Condition 14 as soon as practicable thereafter.

17 FURTHER ISSUES The relevant Issuer shall be at liberty from time to time without the consent of the Noteholders, the Receiptholders or the Couponholders to create and issue further notes having terms and conditions the same as the Notes or the same in all respects save for the amount and date of the first payment of interest thereon and so that the same shall be consolidated and form a single Series with the outstanding Notes.

18 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 No person shall have any right to enforce any term or condition of this Note under the Contracts (Rights of Third Parties) Act 1999, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

19 GOVERNING LAW AND SUBMISSION TO JURISDICTION 19.1 Governing law The Agency Agreement, the Guarantees, the Deed of Covenant, the Notes (other than, in the case of Notes issued by Anheuser-Busch InBev, any matter relating to title to, and the dematerialised form of, such Notes), the Receipts and the Coupons, and any non-contractual obligations arising out of or in connection with the Agency Agreement, the Guarantees, the Deed of Covenant, the Notes (other than, in the case of Notes issued by Anheuser-Busch InBev, any matter relating to title to, and the dematerialised form of, such Notes), the Receipts and the Coupons are governed by, and shall be construed in accordance with, English law. Articles 86 to 94-8 of the Luxembourg Law on commercial companies of 10 August 1915, as amended, are specifically excluded in relation to Brandbrew. The

114 Domiciliary Agency Agreement and (in the case of Notes issued by Anheuser-Busch InBev) any matter relating to title to, and the dematerialised form of, such Notes, and any non-contractual obligations arising out of or in connection with the Domiciliary Agency Agreement and (in the case of Notes issued by Anheuser-Busch InBev) any matter relating to title to, and the dematerialised form of, such Notes, are governed by, and shall be construed in accordance with, Belgian law.

19.2 Submission to jurisdiction The relevant Issuer irrevocably agrees, for the benefit of the Noteholders, the Receiptholders and the Couponholders, that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Notes, the Receipts and/or the Coupons (including any disputes relating to any non-contractual obligations arising out of or in connection with the Notes, the Receipts and/or the Coupons) and accordingly submits to the exclusive jurisdiction of the English courts. The relevant Issuer waives any objection to the courts of England on the grounds that they are an inconvenient or inappropriate forum. The Noteholders, the Receiptholders and the Couponholders may take any suit, action or proceedings (together referred to as ‘‘Proceedings’’) arising out of or in connection with the Notes, the Receipts and the Coupons (including any Proceedings relating to any non-contractual obligations arising out of or in connection with the Notes, the Receipts and the Coupons) against the relevant Issuer in any other court of competent jurisdiction and concurrent Proceedings in any number of jurisdictions.

19.3 Appointment of Process Agent The relevant Issuer and each Guarantor (other than Nimbuspath Limited) appoints InBev UK Limited at its registered office at Tun House, 500 Capability Green, Luton, Bedfordshire, LU1 3LS, United Kingdom as its agent for service of process for Proceedings in England, and undertakes that, in the event of InBev UK Limited ceasing so to act or ceasing to be registered in England, it will appoint another person as its agent for service of process in England in respect of any Proceedings in England. Nothing herein shall affect the right to serve proceedings in any other manner permitted by law.

19.4 Other documents The relevant Issuer and each Guarantor has in the Agency Agreement, the Guarantees and the Deed of Covenant submitted to the jurisdiction of the English courts and appointed, or will be required to appoint, an agent for service of process in terms substantially similar to those set out above. It is expressly stated in the Domiciliary Agency Agreement that the courts of Belgium will have exclusive jurisdiction to settle disputes which may arise from or in connection with the Domiciliary Agency Agreement and accordingly any legal action or proceedings arising from or in connection with the Domiciliary Agency Agreement shall be brought before such courts.

115 USE OF PROCEEDS The net proceeds from each issue of Notes will be applied by the relevant Issuer for its general corporate purposes, which include making a profit. If, in respect of any particular issue of Notes, there is a particular identified use of proceeds, this will be stated in the applicable Final Terms.

116 DESCRIPTION OF BRANDBREW Brandbrew was incorporated on 15 May 2000 as a public limited liability company (soci´et´e anonyme) under the Luxembourg Companies Act. Its registered office is located at 5 Parc d’Activite´ Syrdall, L-5365 Munsbach, Luxembourg (tel.: +352 261 596 23). The articles of association were published in the Memorial C n636 on 6 September 2000. The articles of association were amended on 26 September 2000, 15 February 2002 and on 25 July 2007. The duration of Brandbrew is unlimited. Brandbrew is registered with the Luxembourg Register of Commerce and Companies under number B 75696.

Business Overview The business objectives of Brandbrew are to undertake, in Luxembourg and abroad, financing operations by granting loans to companies which are part of the InBev Group. These loans will be refinanced by financial means and instruments such as, inter alia, loans from shareholders or group companies or bank loans. Brandbrew is part of the Anheuser-Busch InBev Group. For a description of the organisational structure of the Anheuser-Busch InBev Group, please refer to ‘‘Description of InBev – Overview of InBev and its Business – Organisational structure’’ on page 144 of this Base Prospectus.

Board of Directors As at the date of this description, the Board of Directors of Brandbrew comprises of the following persons:

Principal activities performed by them outside Brandbrew which are significant with respect to Name Brandbrew(1) Jean-Louis Van de Perre ...... None Gert Magis ...... None Ricardo de Oliveira Silva Rittes ...... None Andre´ C. van der Toorn ...... None Anheuser-Busch InBev, represented by Benoˆıt Loore ...... None

Note: (1) Except for their principal functions in Anheuser-Busch InBev, their other functions in Anheuser-Busch InBev have not been included. For the purpose of this description, the address of the Board of Directors is 5 Parc d’Activite´ Syrdall, L-5365 Munsbach, Luxembourg. No conflicts of interests exist between any duties to the issuing entity of the persons referred to above and their private interests. However, functional conflicts of interests may exist for the persons referred to above due to the roles held by these persons in other members of Anheuser-Busch InBev. Under Luxembourg company law, there is currently no legal corporate governance regime (other than ordinary corporate governance) that Brandbrew must comply with. InBev Belgium (as defined below) and Anheuser-Busch InBev hold respectively 7,175,759 and 1 share(s) in Brandbrew.

Share Capital Brandbrew’s issued and authorised share capital at 31 December 2007 is EUR 717,576,000 represented by 7,175,760 ordinary shares without a nominal value. Brandbrew has no other classes of shares. The share capital is fully paid up in cash. Brandbrew has no notes cum warrants, nor convertible notes outstanding.

117 Coordinated Articles of Incorporation – Corporate Object Article 3 of Brandbrew’s Articles of Association states: • The corporate purpose of Brandbrew is to undertake, in Luxembourg and abroad, financing transactions by granting loans to companies which are part of the same international group to which Brandbrew belongs. These loans would be refinanced, amongst others but not exclusively, through financial means and instruments such as loans granted by shareholders, group companies or banks. • Brandbrew may enter into any financial transaction to the benefit of its group companies. • Brandbrew may also enter into any transaction directly or indirectly related to the acquisition of any interest in any company and to the administration, management, supervision and development of these interests. The corporate purpose of Brandbrew is also the holding of brands. • Brandbrew may, among others, use its funds to create, manage, develop and to liquidate a portfolio comprised of any security and any type of brand; contribute to creating, developing and supervising any company; acquire by way of contribution, subscription, underwriting or call or in any other manner any security and brand; dispose of them by way of sale, transfer, exchange or in any other manner; develop these securities and brands; or grant any assistance, loan, advance or guarantee to the companies in which Brandbrew has an interest. • In general, Brandbrew may enter into any financial, commercial, industrial, movable or immovable transaction, may take any measure to preserve its rights and may enter into any transaction directly or indirectly related to its corporate purpose or likely to contribute to its development.

Material Contracts Brandbrew has not entered into any material contracts, that are not entered into in the ordinary course of Brandbrew’s business, which could result in any Anheuser-Busch InBev Group member being under an obligation or entitlement that is material to Brandbrew’s ability to meet its obligations under this Programme.

118 DESCRIPTION OF INBEV Overview of InBev and its Business InBev company profile General overview Anheuser-Busch InBev is an Issuer under this Programme. InBev changed its name to Anheuser- Busch InBev at the time of its acquisition of Anheuser-Busch. For further information regarding InBev, see this section ‘‘Description of InBev’’. For further information regarding Anheuser-Busch, see Annex A of this Base Prospectus. InBev is a leading global brewer. As a consumer-centric, sales-driven company, InBev produces, markets, distributes and sells a strong, balanced portfolio of over 200 beer brands. These include iconic beer brands with global reach such as Stella Artois and Beck’s; fast growing multi-country brands such as Brahma, Leffe, Hoegaarden, Staropramen and Lowenbr¨ au;¨ and many ‘‘local champions’’ such as Skol, Bohemia, Quilmes, Labatt Blue, Siberian Crown, Chernigivske, Sedrin, Cass and Jupiler. In addition, InBev also produces and distributes soft drinks, particularly in Latin America. Based in Leuven, Belgium, InBev employed approximately 94,000 people as at 30 September 2008, with operations in over 30 countries across the Americas, Europe and Asia Pacific and sales in over 130 countries. Given the breadth of its operations, InBev is organised along seven business zones or segments: North America, Latin America North, Latin America South, Western Europe, Central & Eastern Europe, Asia Pacific and Global Export & Holding Companies. The first six correspond to specific geographic regions in which InBev’s operations are based. InBev has a global footprint (see ‘‘Description of InBev – Overview of InBev and its Business – Business overview – Principal markets’’ below). InBev has significant exposure to fast-growing emerging markets in Latin America North (which accounted for 35.6 per cent. of InBev’s consolidated volumes in the nine months ended 30 September 2008), Central & Eastern Europe (which accounted for 18.4 per cent. of InBev’s consolidated volumes in the nine months ended 30 September 2008), Asia Pacific (which accounted for 14.8 per cent. of InBev’s consolidated volumes in the nine months ended 30 September 2008) and Latin America South (which accounted for 11.6 per cent. of InBev’s consolidated volumes in the nine months ended 30 September 2008). In 2007, with volumes (beer and non-beer) amounting to 270.6 million hectolitres, InBev’s revenues amounted to approximately EUR 14.4 billion. In the first nine months of 2008, with volumes amounting to 199.3 million hectolitres, InBev’s revenues amounted to approximately EUR 10.9 billion.

Registration and main corporate details InBev was incorporated on 2 August 1977 for an unlimited duration under the laws of Belgium under the original name BEMES. It has the legal form of a public limited liability company (naamloze vennootschap/soci´et´e anonyme). InBev’s registered office is located at Grand-Place/Grote Markt 1, 1000 Brussels, Belgium, and it is registered with the Register of Legal Entities of Brussels under the number 0417.497.106. InBev has its headquarters at Brouwerijplein 1, 3000 Leuven, Belgium (tel.: +32 16 27 61 11). InBev (now under its name Anheuser-Busch InBev) is a publicly traded company, listed on Euronext Brussels under the symbol ABI.

Corporate purpose InBev’s corporate purpose is: • to produce and deal in all kinds of beers, drinks, foodstuffs and ancillary products, fabricate, process and deal in all by-products and accessories, of whatsoever origin or form, of its industry and trade, and to design, construct or produce part or all of the facilities for the manufacture of the aforementioned products; • to purchase, construct, convert, sell, let, sublet, lease, license and exploit in any form whatsoever all real property and real property rights and all businesses, goodwill, movable property and movable property rights connected with the business of InBev;

119 • to acquire and manage investments, shares and interests in companies or undertakings having objects similar or related to, or likely to promote the attainment of, any of the foregoing objects and in financing companies; to finance such companies or undertakings by means of loans, guarantees or in any other manner whatsoever; and to take part in the management of the aforesaid companies through membership of the Board of Directors or the like governing body; and • to carry out all administrative, technical, commercial and financial work and studies for the account of undertakings in which it holds an interest or on behalf of third parties. InBev may, within the limits of its corporate purpose, engage in all civil, commercial, financial and industrial operations and transactions connected with its corporate purpose either within or outside Belgium. It may take interests by way of asset contribution, merger, subscription, equity investment, financial support or otherwise in all companies, undertakings or associations having a corporate purpose similar or related to or likely to promote the furtherance of its corporate purpose.

History and recent developments InBev’s roots can be traced back to Den Horen in Leuven, which began making beer in 1366. In 1717 Sebastien´ Artois, master brewer of Den Horen, took over the brewery and renamed it Sebastien´ Artois. In 1987, the two largest breweries in Belgium merged: Brouwerijen Artois NV, located in Leuven, and Brasserie Piedboeuf SA, founded in 1853 and located in Jupille, resulting in the formation of Interbrew. Following this merger, Interbrew acquired a number of local breweries in Belgium. By 1991, a second phase of targeted external growth began outside Belgium’s borders. The first transaction in this phase took place in Hungary with the acquisition of Borsodi Sorgyar in 1991, followed in 1995 by the acquisition of John Labatt Ltd. in Canada, and then in 1999 by a joint venture with SUN Brewing in Russia. Interbrew operated as a family-owned business until December 2000, the time of its initial public offering on Euronext Brussels. The last decade has been marked by increasing geographical diversification, seeing the company move into new areas or strengthen its operations in countries or regions in which it had previously acquired a foothold. In 2000, Interbrew acquired Bass Brewers and Whitbread Beer Company in the United Kingdom and in 2001 it established itself in Germany with the acquisition of Brauerei Diebels GmbH & Co KG. This was followed by the acquisition in 2001 of Brauerei Beck GmbH & Co KG and in 2002 of the Gilde Group. In 2002, Interbrew strengthened its position in China by acquiring stakes in the K.K. Brewery and the Zhujiang Brewery. In 2004, InBev acquired Spaten-Franziskaner Brau¨ KGaA. 2004 marked the most significant event in InBev’s recent history: the combination of Interbrew and Companhia de Bebidas das Americas´ (‘‘AmBev’’), a Brazilian company listed (and currently still listed) on the New York Stock Exchange and on the Sao˜ Paulo Stock Exchange, resulting in the creation of InBev. At the time of the combination, AmBev was the world’s fifth largest brewer, with a significant presence in the Brazilian market, as well as strong positions throughout Latin America. In 2004, InBev also acquired, through AmBev, its initial 50.64 per cent. interest in Quilmes Industrial S.A. (‘‘Quinsa’’) as part of the Interbrew-AmBev combination, thereby strengthening its foothold in Argentina, Bolivia, Chile, Paraguay and Uruguay. As a result of subsequent share buy-backs of Quinsa and a voluntary tender offer, AmBev’s voting interest in Quinsa currently stands at 99.62 per cent. and its economic interest at 99.45 per cent. The AmBev and Quinsa transactions allowed InBev to position itself in the Latin American beer market and also to gain a presence in the soft drinks market (as AmBev is PepsiCo, Inc.’s second largest bottler in the world and the largest bottler outside the United States). In 2004, InBev further acquired the China brewery activities of the Lion Group. 2005 marked the acquisition of 100 per cent. of the Tinkoff brewery in St. Petersburg, Russia, adding the leading Russian brand in the fast-growing and highly profitable super-premium segment. In 2006, InBev acquired Fujian Sedrin Brewery Co. Ltd. (‘‘Sedrin’’), the largest brewer in Fujian province of China, making InBev a major brewer in China, the world’s largest and one of the fastest

120 growing beer markets by volume. The acquisition of the Sedrin brand also allowed InBev to strengthen its Chinese products portfolio. In 2007, Labatt acquired Lakeport Brewing Income Fund (‘‘Lakeport’’) in Canada, securing a strong presence for InBev in the growing value segment in Ontario. 2007 also marked the acquisition of Cervejarias Cintra Industria´ e Comercio´ Ltda (‘‘Cintra’’) by AmBev, thereby enabling AmBev to expand production capacity to meet the continuing increase in demand in the beer and soft drink markets in Brazil. The initial transaction did not include the brands and distribution assets of Cintra. In January 2008, AmBev reached an agreement for the purchase of the Cintra brands, and these brands were subsequently sold to the Brazilian brewer Schincariol in May 2008. In May 2007, InBev announced a long-term joint venture agreement with the RKJ group, a leading beverage group operating in India. InBev expects this to be its vehicle to invest in the Indian beer market. The agreement will not have a material impact on InBev’s business in the short to medium term, but InBev expects that the venture will build a meaningful presence in India over time. In March 2008, InBev reached an agreement with its Chinese partner in the InBev Shiliang (Zhejiang) Brewery to increase InBev’s stake in this business to 100 per cent. and assume full control after the approval of the relevant authorities. This step will enable InBev to strengthen its position in the Zhejiang province in China. Finally, and most significantly, on 13 July 2008, InBev and Anheuser-Busch announced their intention to combine the two companies by way of an offer by InBev of USD 70 per share in cash for all outstanding shares of Anheuser-Busch. InBev estimates that the total amount of funds necessary to consummate the Acquisition will be approximately USD 54.8 billion, including for the payment of USD 52.5 billion to shareholders of Anheuser-Busch, refinancing certain Anheuser-Busch indebtedness and payment of all transaction charges, fees and expenses and the amount of fees and expenses and accrued but unpaid interest to be paid on Anheuser-Busch’s outstanding indebtedness. InBev shareholders approved the Merger at InBev’s Extraordinary Shareholders Meeting on 29 September 2008 and, on 12 November 2008, a majority of Anheuser-Busch shares were voted to approve the Merger at a Special Shareholders Meeting of Anheuser-Busch. The closing of the Merger was completed, and the certificate of merger filed, on 18 November 2008. The combination of InBev and Anheuser-Busch creates the global leader in the beer industry by volume and, measured by combined 2007 EBITDA, Anheuser-Busch InBev is ranked among the world’s top five consumer products companies. For further information on the acquisition of Anheuser- Busch, see ‘‘Description of InBev – The Acquisition’’. On 24 November 2008, Anheuser-Busch InBev commenced an offering to existing shareholders of new Anheuser-Busch InBev shares without nominal value, each with an Anheuser-Busch InBev VVPR strip. The purpose of this share capital increase and offering of new Anheuser-Busch InBev shares was to refinance part of the Bridge Facility Agreement upon which InBev drew in order to finance part of the consideration paid to shareholders of Anheuser-Busch in connection with the Acquisition. The offering was initially made to shareholders who were able to lawfully subscribe for new Anheuser-Busch InBev shares pro rata to their shareholdings at a subscription price per new share of EUR 6.45 (the ‘‘Subscription Price’’). All Anheuser-Busch InBev shareholders were granted one preference right per existing share held. The rights entitled the holders thereof to subscribe for new Anheuser-Busch InBev shares at the Subscription Price at the ratio of 8 new Anheuser-Busch InBev shares for 5 rights. The offering of new Anheuser-Busch InBev shares issued upon the exercise of the rights is referred to in this Base Prospectus as the ‘‘Rights Issue’’. Holders of Anheuser-Busch InBev shares being granted rights (or subsequent transferees of rights) were entitled to subscribe for new Anheuser-Busch InBev shares at the Subscription Price and in accordance with the ratio described above from 25 November 2008 until 9 December 2008. As of 11 December 2008, approximately 99.58 per cent. of the total number of new Anheuser-Busch InBev shares offered pursuant to the Rights Issue were subscribed for at the Subscription Price. In addition, on 11 December 2008, 2,614,025 remaining preference rights that were not exercised during the subscription period were placed by a group of underwriters in an institutional offering in the form of scrips. As a result of the placement of the remaining preference rights, an additional 4,182,440 new Anheuser-Busch InBev shares were subscribed for at the Subscription Price. As of 12 December 2008, 100 per cent. of the Rights Issue was, therefore, committed to be subscribed. The rights, the new shares

121 and the scrips were all being offered pursuant to exemptions from registration under the Securities Act of 1933. Settlement of the Rights Issue occurred on 16 December 2008, with 986,109,272 new Anheuser-Busch InBev shares issued in exchange for an aggregate consideration of EUR 6.36 billion. The new Anheuser-Busch InBev shares are of the same class as the previously existing shares and started trading on the regulated market of Euronext Brussels on 16 December 2008. As of 16 December 2008, the total number of outstanding Anheuser-Busch InBev shares was 1,602,427,569. On 18 December 2008, Anheuser-Busch InBev repaid in full its Bridge Facility (as defined herein) through the use of the net proceeds of the Rights Issue and cash proceeds received by Anheuser-Busch InBev from pre-hedging the foreign exchange rate between the euro and the U.S. dollar in connection with the Rights Issue. See ‘‘Description of InBev – Operating and Financial Review of InBev – Market risk, hedging and financial instruments – Foreign currency risk’’. On 7 January 2009, Anheuser-Busch InBev completed the pricing of USD 5 billion aggregate principal amount of 5 year, 10 year and 30 year notes, consisting of USD 1,250,000,000 aggregate principal amount of notes due 2014, USD 2,500,000,000 aggregate principal amount of notes due 2019 and USD 1,250,000,000 aggregate principal amount of notes due 2039 (together, the ‘‘USD Notes’’). The USD Notes will bear interest at a rate of 7.20 per cent. for the 5 year notes, 7.75 per cent. for the 10 year notes and 8.20 per cent. for the 30 year notes. The USD Notes were issued by InBev Worldwide and are unconditionally and irrevocably guaranteed by its parent company, Anheuser-Busch InBev. In addition, certain subsidiaries of Anheuser-Busch InBev provided guarantees in respect of the USD Notes. The USD Notes were offered and sold to institutional investors both within and outside the United States pursuant to Rule 144A and Regulation S under the US Securities Act 1933, as amended. The USD Notes were issued on 12 January 2009 and the proceeds were used to refinance some of the Senior Credit Facility.

Divestitures Shortly following the Acquisition, Anheuser-Busch InBev may dispose of certain of its assets or businesses and expects to utilise the proceeds from any such disposals to repay indebtedness incurred to finance the Acquisition. Anheuser-Busch InBev has not yet reached any definitive agreements regarding disposals of assets or businesses but is currently exploring its options in relation to such disposals, taking into account a range of factors, including the possibility of disposals of assets that are not core to its businesses, disposals of self-contained operations on a stand-alone basis and disposals that can occur with minimum adverse tax effects.

Tsingtao On 5 September 2008, InBev agreed to comply with all of Anheuser-Busch’s obligations with respect to its 27 per cent. investment in Tsingtao Brewery Co. following completion of the Merger. Please refer to note 2 to Anheuser-Busch’s audited consolidated financial statements set forth in Annex A of this Base Prospectus for further discussion on Anheuser-Busch’s stake in Tsingtao.

Strengths and strategy (a) Strengths InBev believes that the following key strengths will drive the realisation of its strategic goals and reinforce its competitive position in the marketplace:

Global platform with strong market positions in key markets InBev is one of the world’s largest brewing companies and believes it holds leading market positions in over 20 markets (see ‘‘Description of InBev – Overview of InBev and its Business – Business overview – Principal markets’’ below). As a result, InBev benefits from scale, which positions it well to achieve attractive sourcing terms, cost savings through centralisation and a lean cost structure. InBev’s global reach provides it with an unrivalled platform to grow its global and multi-country brands, while also developing local brands tailored to regional tastes. InBev benefits from a global distribution network which, depending on the location, is either owned by InBev or is based on strong partnerships with local distributors.

122 InBev believes that in 2007 the approximate industry volumes and InBev’s and Anheuser-Busch’s respective approximate market shares by volume in the world’s five largest beer markets by volume were as follows: Total industry volume (million Market share (%) hectolitres)(1) InBev Anheuser-Busch China ...... 393 7.6 5 United States ...... 251 1.31(2) 48.7(3) Russia ...... 110 19.3 Less than 1 Brazil ...... 103 67.8 Less than 1 Germany ...... 92 9.8 Less than 1

Notes: (1) Total industry volume figures are based on total beer industry sales or consumption volumes in the relevant market, except for the China and Russia volume figures, which are based on total industry production volumes in China and Russia, respectively. (2) Estimated. InBev’s market share in the United States includes an approximate 0.61 per cent. market share that is also included in Anheuser-Busch’s market share because of the Import Agreement under which Anheuser-Busch, Inc. imports, prices and sells InBev’s European brands in the United States (see ‘‘InBev – Anheuser-Busch, Inc. Import Agreement’’ in the Rights Offering Prospectus). (3) Anheuser-Busch’s market share in the United States is based on shipments from Anheuser-Busch to independent wholesalers plus sales from Anheuser-Busch-owned wholesalers to retailers, and includes Anheuser-Busch’s domestically produced beer brands, imported beer brands, such as InBev’s European brands imported into the United States under the Import Agreement with Anheuser-Busch, Inc. (as set forth in note (2) above), and domestic and imported non-alcoholic beer. Since the completion of the Acquisition and the combination of InBev and Anheuser-Busch, Anheuser-Busch InBev is the global leader in the brewing industry by volume and, measured by combined 2007 EBITDA, is ranked among the top five consumer products companies worldwide. The Acquisition significantly enhances InBev’s position in the United States, one of the most profitable beer markets in the world, and in China, the world’s largest and one of the fastest growing beer markets by volume. Management believes that it can realise significant upside potential by rolling out Anheuser- Busch’s brands using InBev’s global distribution platform.

Geographical diversification InBev’s geographically diversified platform balances the growth opportunities of emerging markets with the stability and strength of mature markets. With significant operations in both the Southern and Northern Hemisphere, InBev benefits from a natural hedge against market, economic and seasonal volatility. InBev and Anheuser-Busch have highly complementary geographical coverage. The Acquisition further enhances InBev’s geographic diversity and will provide an even more solid balance between high-growth emerging markets and stable mature markets. Based on 2007 financial information, InBev anticipates that operating profit for the Anheuser-Busch InBev Group will initially be split approximately evenly between emerging and mature markets.

Strong brand portfolio with global, multi-country and local brands InBev’s strong brand portfolio addresses a broad range of market segments and offers a range of international and local brands in key beer markets through segmentation into three main brand categories: • Global brands: Capitalising on common values and experiences which appeal to consumers across borders, global brands such as Beck’s and Stella Artois have the strength to be marketed worldwide; • Multi-country brands: With a strong consumer base in their home market, multi-country brands, such as Brahma, Leffe, Hoegaarden, Staropramen and Lowenbr¨ au,¨ bring international flavour to selected markets, connecting with consumers across continents; and • Local brands: Offering locally popular tastes, local brands, such as Labatt Blue, Skol, Quilmes, Bohemia and Jupiler, connect particularly well with consumers in their home markets.

123 InBev’s strategy is to focus its portfolio on premium brands. As a result, InBev undertakes clear brand choices and seeks to invest in those brands that build deep connections with consumers and meet their needs. InBev seeks to replicate its successful brand initiatives and best practices across geographic markets. InBev believes that Anheuser-Busch’s brands are highly complementary to its existing brand portfolio and intends to position Budweiser as Anheuser-Busch InBev’s global flagship brand. Anheuser-Busch’s other brands, including Bud Light, Michelob and Harbin, are also expected to enhance InBev’s portfolio of ‘‘local champions’’. Many of these brands also have broader appeal and have the potential to be developed into multi-country brands using InBev’s global distribution platform.

Strong innovation and brand development capabilities As a fast moving consumer goods company, InBev continues to strive to understand the values, lifestyles and preferences of both today’s and tomorrow’s consumers, building fresh appeal and competitive advantage through innovative products and services tailored to meet those needs. InBev believes that consumer demand can be best anticipated by a close relationship between its marketing and research teams in which current and expected market trends trigger and drive research processes. Successful examples of recently developed products include Beck’s Vier in the U.K., Bohemia in Brazil, Cass and Cass Red in South Korea, Sedrin in China, Chernigivske in the Ukraine, Quilmes Stout in Argentina, Alexander Keith’s Red Amber Ale in Canada, Hoegaarden Rosee´ in Belgium and Klinskoye Freeze and Siberian Crown Lime in Russia. Similarly, Anheuser-Busch has successfully brought to market a number of innovative product offerings, including Bud Light Lime, and is renowned for its brand development capabilities, creative marketing campaigns and in-depth knowledge of its marketplaces, which InBev believes will be of significant value to Anheuser-Busch InBev.

Strict financial discipline resulting in industry leading margins World-class efficiency has been, and remains, a long-term objective for InBev across all lines of business and markets as well as under all economic circumstances. Avoiding unnecessary costs is a core component of InBev’s culture. InBev distinguishes between ‘‘non-working’’ and ‘‘working’’ expenses, the latter having a direct impact on sales volumes or revenues. There is currently a greater focus on reducing non-working expenses, given they are incurred independently from sales volumes or revenues and without immediate benefit to consumers. InBev’s ‘‘Cost-Connect-Win’’ model seeks to ensure that strict cost control does not compromise brand strength or product quality. InBev has a number of group-wide cost efficiency programmes in place, including: • Zero-Based Budgeting or ZBB: Under ZBB, budget decisions are unrelated to the previous year’s levels of expenditure and require justification starting from a zero base each year. Employee compensation is closely tied to delivering on zero-based budgets. ZBB has already been successfully adopted in Latin America North, North America, Central & Eastern Europe, Western Europe as well as at global headquarters, and ZBB was introduced in Latin America South and China in 2007; • Voyager Plant Optimisation or VPO: VPO aims to bring greater efficiency to InBev’s brewing operations and to generate cost savings, while at the same time improving quality and safety. Behavioural change towards greater cost awareness is at the core of this programme, and comprehensive training modules have been established to assist InBev’s employees with the implementation of VPO in their daily routines. InBev’s focus on tight financial discipline has resulted in industry leading margins. For the latest fiscal year, InBev generated a normalised EBITDA margin of 34.6 per cent., which it believes is significantly higher than that of its major competitors. InBev has consistently increased its normalised EBITDA margin over the last four years, from 21.3 per cent. in 2003 to 34.6 per cent. in 2007. InBev expects the Acquisition to generate at least USD 1.5 billion of annual cost savings by 2011, approximately USD 1.0 billion of which relate to Anheuser-Busch’s existing Blue Ocean programme, and the remaining approximately USD 0.5 billion are expected to be realised through cost synergies in China, procurement efficiencies, elimination of overlapping corporate overheads, and the sharing of cost management best practices. In addition to cost synergies, management believes that the Acquisition will add substantial value through the exchange of best practices in areas such as sales, distribution, marketing and corporate social responsibility. Both Anheuser-Busch and InBev have disciplined

124 programmes of sales and marketing execution, which can be combined to achieve a best-in-class commercial programme. Anheuser-Busch’s Blue Ocean programme is a cost reduction initiative announced by Anheuser-Busch aimed at cost savings and process improvements across all areas of that company, including through process benchmarking in Anheuser-Busch’s breweries, energy and environmental initiatives to reduce its reliance on natural gas and fuel oil, supply chain savings, improved materials usage, business process redesign using technology to further centralise Anheuser- Busch’s brewing control rooms and automation of its warehouse functions, the implementation of a new early retirement programme for salaried Anheuser-Busch employees, reorganisations aimed at enhancing efficiency and effectiveness, reducing overhead growth and widespread reductions in non-salary spending.

Experienced management team with a strong track record of delivering synergies through business combinations During the last two decades, InBev management (or the management of its predecessor companies) has executed a number of merger and acquisition transactions of varying sizes, with acquired businesses being successfully integrated into InBev’s operations, realising significant synergies. Notable examples include: • the creation of AmBev in 2000. Between 2000 and 2004, EBITDA increased from 1,505 million real to 4,537 million real; • the acquisition of Beck’s in 2002, which today is the number one German beer in the world, with distribution in over 100 countries; • the combination of AmBev and Quilmes in 2002, where Quilmes, EBITDA from operations in Latin America (excluding Brazil) increased substantially from 2002 to 2007; • Labatt, where profitability increased by approximately 10 per cent. within the first three years of AmBev gaining control in 2004; and • the creation of InBev in 2004, where normalised EBITDA margins have increased from 21.3 per cent. on a standalone basis in 2003 to 34.6 per cent. in 2007. InBev’s strong track record also extends to successfully integrating portfolios of brands such as Spaten-Lowenbr¨ au¨ in 2003 and leveraging cross-selling potential and distribution networks such as the distribution of Stella Artois through AmBev’s channels in Latin America.

(b) Strategy InBev’s strategy is based on its vision to be ‘‘the Best Beer Company in a Better World’’ The guiding principle for InBev’s strategy is a vision to be ‘‘the Best Beer Company in a Better World’’ by uniting best-in-class efficiency with the role of responsible global corporate citizen. The ‘‘Best Beer Company’’ element relates primarily to InBev’s aim of maintaining highly profitable operations in all markets where it operates. The term ‘‘Better World’’ articulates InBev’s belief that all stakeholders will benefit from good corporate citizenship, finding its expression in the concept of ‘‘responsible enjoyment’’. InBev discourages consumers from excessive or underage drinking through marketing campaigns aimed at moderate consumption, as outlined in its Commercial Communications Code.

Four pillars are fundamental to InBev’s future strategic positioning • First, InBev aims to win consumers and secure loyalty through its strong brand portfolio: • in a rapidly changing marketplace, InBev seeks to continue to focus on understanding customer needs. InBev aims to achieve high levels of customer orientation in its brand portfolio by positioning it to deliver on consumer demands; • InBev’s goal is to deliver volume growth in excess of market growth through brand strength, continued premiumisation of its brand portfolio, and sales and marketing investment. InBev aims to grow revenues ahead of volume growth; and • InBev intends to further strengthen brand innovation in order to stay ahead of market trends and maintain consumer appeal.

125 • Second, InBev intends to win points of connection with consumers through world-class consumer programmes: • in partnership with distributors, off-trade retailers and on-trade points of sale, InBev seeks to further improve the combination of brand appeal and purchasing experience for the consumer, driven by sustainable marketing investments; • InBev intends to further enhance its focus on sales management and marketing by responsibly connecting with new classes of consumers reaching the drinking age; and • InBev has established a number of consumer-dedicated activities, such as specific outdoor events, which are designed to provide consumers with a brand experience which exceeds the pure enjoyment of beer. • Third, InBev strives to continuously improve efficiency and to continue its strong track record in margin enhancements by unlocking the potential for variable and fixed cost savings: • InBev aims to maintain long-term cost increases at below inflation, benefiting from the application of cost efficiency programmes such as ZBB and VPO, as well as from hedging commodity prices; and • Management believes cost savings are not yet fully exploited across all geographies and remains committed to its target of long term margin improvement. • Finally, InBev seeks to continue to drive external growth opportunities through selected acquisitions, with the Anheuser-Busch integration being the key focus in the medium term: • InBev’s management has repeatedly demonstrated its ability to successfully integrate acquisitions and drive revenue growth ahead of its competitors. External growth will remain a cornerstone of InBev’s strategic focus; and • InBev sees the Acquisition as the next natural step in pursuing its strategy of non-organic expansion: • InBev sees significant opportunities to internationalise Anheuser-Busch’s key brands, gain access to the U.S. market and benefit from achievable cost synergies; and • Management anticipates that Anheuser-Busch InBev will be highly cash-generative which, in combination with diligent use of capital and active working capital management, is expected to contribute to InBev’s objective of rapid de-leveraging. In this respect, the InBev Group continues to maintain its financial target of a net debt/ EBITDA ratio below 2.

General factors facilitate the implementation of InBev’s corporate strategy InBev has identified certain key tools which it believes will enable it to implement its corporate strategy, including: • an open innovation policy on all levels, aimed at revitalising the beer category and increasing its market share; • a strong company culture, investing in people and maintaining a strong target-related compensation structure; and • best-in-class financial discipline spread throughout the whole organisation.

Business overview InBev is a consumer-centric, sales-driven company. Consequently, it is organised along the lines of where its sales are realised. The geographic footprint of its production facilities follows its sales footprint: InBev’s production facilities and other assets are therefore predominantly located in the same geographical areas as its customers. In other words, InBev is predominantly a local brewer and local production will typically be commenced based on consumer insight, that is, when there is substantial potential for local sales that cannot be addressed in a cost efficient manner through exports or third- party distributions into the relevant country. Local production also helps InBev to reduce its exposure to currency movements, as typically the cost of its inputs and raw materials are denominated in the same currency as its outputs or sales. However, in some markets (such as the United States), local

126 production may not always be an attractive option for certain products due to consumer preferences for premium imported brands. In such cases, InBev accesses the market through distribution agreements with local established players (see for example the discussion of the agreement with Anheuser-Busch as InBev’s exclusive U.S. importer of a number of InBev’s premium European import brands in ‘‘Description of InBev – Overview of InBev and its Business – Business overview – Distribution of products’’ and ‘‘InBev – Anheuser-Busch, Inc. Import Agreement’’ in the Rights Offering Prospectus).

Business segments InBev is organised for both accounting (primary segment reporting) and internal operational (management structure and internal reporting) purposes along seven business zones: North America, Latin America North(*), Latin America South(†), Western Europe, Central & Eastern Europe, Asia Pacific and Global Export & Holding Companies. The financial performance of each zone, including such zone’s sales volume and revenue, is measured based on InBev’s product sales within the countries that comprise that business zone rather than based on products manufactured within that business zone but sold elsewhere. The Global Export & Holding Companies zone is comprised of countries in which InBev’s products are sold only on an export basis and in which InBev does not otherwise have any operations or production activities as well as InBev’s headquarters and, since 2007, the distribution platform established under the import licence entered into with Anheuser-Busch, Inc. for the import of InBev’s European brands into the United States market. In terms of volumes, InBev’s main subsidiaries are AmBev in Latin America North and AmBev’s subsidiaries Cervecer´ıa y Malter´ıa Quilmes S.A.I.C.A. y G in Latin America South and Labatt in North America, InBev Belgium, InBev Germany and InBev UK in Western Europe, SUN InBev in Central & Eastern Europe and Sedrin and Oriental Brewery Co. in Asia Pacific. Throughout the world, InBev is chiefly active in the beer business. However, InBev also has non-beer activities (primarily consisting of soft drinks). As a result, since 2005 InBev reports its non-beer and beer business results as secondary segments within certain countries in its Latin America North, Latin America South and Western Europe zones, in particular Brazil, the Dominican Republic, Peru, Venezuela, Uruguay, Argentina and Germany. Both the beer and non-beer segments comprise sales of brands that InBev owns or licenses, third-party brands that InBev brews or otherwise produces as a subcontractor and third-party products that it sells through its distribution network.

Principal activities and products (a) Beer InBev manages a portfolio of over 200 brands of beer. In terms of distribution, InBev’s beer portfolio is divided into global, multi-country and local brands. InBev’s brands are the foundation of InBev and the cornerstone of its relationships with consumers. InBev invests in its brands to create a long-term, sustainable and competitive advantage, by meeting the various needs and expectations of consumers around the world and by developing leading brand positions around the globe. On the basis of quality and price, beer markets can be differentiated into the following segments: • premium brands at the top of the market, with the very top of the market being represented by the super-premium segment; • mainstream or core brands in the middle of the market; and • value or discount brands at the lower end of the market. InBev’s brands are situated across all such segments. For instance, a global brand like Stella Artois generally targets the premium segment across the globe, while a local brand like Cass targets the core beer segment in South Korea and a local brand like Lakeport targets the value segment in Canada. InBev has a particular focus on the premium and core (mainstream) segments, but will be present in the value segment if the market so requires or following an acquisition (e.g. the acquisition of the value brand Lakeport in Ontario, Canada).

(*) Brazil, the Dominican Republic, Guatemala, Ecuador, Venezuela and Peru. (†) Bolivia, Paraguay, Uruguay, Argentina and Chile.

127 InBev has made clear segment choices and, within those segments, clear brand choices. This has led to the development of ‘‘Contract Brands’’, allowing InBev to focus in all markets on key brands in key segments. See ‘‘Description of InBev – Overview of InBev and its Business – Business overview – Branding and marketing’’ for more information. Examples of these choices include the focus on the premium and CSD segments in Argentina, on the premium category in Brazil, on the value, light and premium segments in Canada, on premium and core brands in Russia and on the international premium, domestic premium and core segments in China. In lower disposable income markets (e.g. Russia, Ukraine and China), the value segment can be substantial and growing. As set out above, in such cases InBev generally intends to ensure that it is present in the market to address the demand for value brands. However, at the same time InBev sees consumers upgrading from value to core and from core to premium brands as disposable income grows. In higher disposable income markets, mainstream and premium are the biggest segments, although private labels exist in all markets. In these markets as well there is more of a trend of ‘‘trading up’’ from mainstream to premium than a trading down in the categories in which InBev has products. In terms of trends, in most markets consumer proliferation grows. The premium segment is growing in most markets, and InBev believes it is well placed in this segment. The main core segment is under pressure from the premium segment and in selected markets from growing value segments. The latter is especially the case in Central & Eastern Europe and to a lesser extent in Asia Pacific. However, as set out above, InBev expects consumers to trade up from value to core and from core to premium. Another trend is the growing need for consumer choice. Again, InBev, with its strong brand portfolio and best practice sharing, believes it is well-placed to take advantage of this opportunity. Indeed, InBev’s portfolio includes two global beers with worldwide distribution: • Stella Artois, the number one Belgian beer in the world. Stella currently is distributed in over 80 countries worldwide and has strong global potential. The brand’s heritage dates back to InBev’s foundations in 1366. Stella Artois, a premium lager, is hailed for its quality around the world. In 2007, Stella Artois accounted for 3.6 per cent. of InBev’s consolidated volumes; • Beck’s, the number one German beer in the world, with distribution in over 100 countries. Beck’s has been brewed using only four key natural ingredients for over 125 years and according to the traditional German Reinheitsgebot (purity law). In 2007, Beck’s accounted for 2.8 per cent. of InBev’s consolidated volumes. In addition, InBev has a multi-country portfolio of brands, which increasingly transcend the distinction between global and local. The key multi-country brands include: • Brahma, originating from Brazil (where it is one of the most favoured beer brands) and available in over 30 countries, including 20 outside Latin America. For example, Brahma is present in the super-premium segment of the Russian market; • Leffe, a beer that hails from Belgium, available in four varieties in over 60 countries worldwide, with sales volumes that have more than doubled over the last decade; • Hoegaarden, a high-end Belgian wheat (or ‘‘white’’) beer, which is expanding its growth in the United States and even more in Russia; • Staropramen, which InBev believes is Prague’s favourite beer, sold in over 30 countries and experiencing significant growth in, among others, the Ukraine, Russia and the United Kingdom; •Lowenbr¨ au,¨ a full-bodied and full-flavoured beer originating from Munich, Germany. More locally, InBev manages numerous well-known ‘‘local champions’’, which form the foundation of InBev’s business. The portfolio of local brands includes: • Jupiler, the market leader in terms of sales volumes in Belgium and the official sponsor of the highest Belgian football division, the Jupiler League. It is also sponsor of the Belgian national football team; • Skol, the leading beer brand in the Brazilian market. InBev invested in pioneering and innovation of the Skol brand, showing new market trends and involvement in entertainment initiatives, such as music festivals;

128 • Antarctica, Brazil’s fourth-best selling brand; • Bohemia, which InBev believes is the leader in the super-premium segment in Brazil; • Quilmes, the leading beer in Argentina representing 50 per cent. of the beer market and a national symbol with its striped light blue and white label linked to the colours of the Argentine national flag and football team; • Labatt Blue, a popular Canadian beer brewed in the traditional style of pilsners; • Alexander Keith’s India Pale Ale, which InBev believes is the number one brand in the Canadian domestic specialty segment; • Siberian Crown, developed from a local brand in Western Siberia into a full-fledged national brand sold throughout Russia; • Klinskoye, having its home market in Moscow; • Chernigivske, Ukraine’s second-best selling brand; • Sedrin, the key driver of the growth of InBev’s business in China; and • Cass, which InBev believes is the fastest growing lager in the core beer segment in South Korea, which accounts for a large portion of the South Korean beer market. InBev’s global brands are managed centrally at headquarters level. The multi-country brands are also managed centrally but local management in the relevant markets enjoys comparatively more flexibility for branding and marketing. For the local brands, brand positioning and marketing are executed by local management in the relevant markets, subject only to approval by global headquarters. See ‘‘Description of InBev – Overview of InBev and its Business – Business overview – Branding and marketing’’ for more information on brand positioning, branding and marketing.

(b) Soft drinks While InBev’s core business is beer, it also has a presence in the soft drink market in Latin America through its subsidiary AmBev. Soft drinks include both CSDs and non-alcoholic and non-carbonated soft drinks. InBev’s non-beer activities encompass the production and sale of InBev’s own brands as well as, more significantly, the bottling and distribution of third-party brands. InBev’s non-beer activities accounted for 15.1 per cent. of consolidated volumes in the first nine months of 2008, 15.1 per cent. of consolidated volumes in 2007, 14.2 per cent. in 2006 and 14.3 per cent. in 2005. In terms of revenues, InBev’s non-beer activities generated 8.6 per cent. of consolidated revenues in the first nine months of 2008, compared to 8.3 per cent. in 2007, 7.5 per cent. in 2006 and 7.5 per cent. in 2005. InBev’s soft drinks business consists of both own production and agreements with PepsiCo related to bottling and distribution arrangements between various InBev subsidiaries and PepsiCo. AmBev is one of PepsiCo’s largest bottlers in the world. Major brands that are distributed under these agreements are Pepsi, 7UP and Gatorade. AmBev has long-term agreements with PepsiCo whereby AmBev was granted the exclusive right to bottle, sell and distribute certain brands of PepsiCo’s portfolio of CSDs in Brazil. The agreements will expire on 31 December 2017 and are automatically extended for additional 10-year terms, unless terminated prior to the expiration date by written notice by either party at least two years prior to the expiration of their term or on account of other events, such as a change of control or insolvency of, or failure to comply with material terms or meet material commitments by, the relevant InBev subsidiary. AmBev also has agreements with PepsiCo to bottle, sell, distribute and market some of its brands in the Dominican Republic and in some regions of Peru, including the north and the Lima regions. Through Quinsa, AmBev is also PepsiCo’s bottler for Argentina and Uruguay. Apart from the bottling and distribution agreements with PepsiCo, AmBev also produces, sells and distributes its own soft drinks. Its main CSD brand is Guarana´ Antarctica.

129 The table below sets out the breakdown between beer and non-beer volumes by volume and revenues.

Beer Non-beer Consolidated Q3 Q3 Q3 2008(3) 2007 2006 2005 2008(3) 2007 2006 2005 2008(3) 2007 2006 2005 Volume(1) (million hectolitres) ...... 169 230 212 192 30 41 35 32 199 271 247 224 Revenue(2) (million euro) . 9,917 13,237 12,313 10,783 937 1,193 995 873 10,854 14,430 13,308 11,656

Notes: (1) Volumes include not only brands that InBev owns or licenses, but also third-party brands that InBev brews or otherwise produces as a subcontractor and third-party products that InBev sells through its distribution network, particularly in Western Europe. (2) Gross revenue (turnover) less excise taxes and discounts. In many jurisdictions, excise taxes make up a large proportion of the cost of beer charged to InBev’s customers. (3) The 2008 revenue figures relate to the first nine months of 2008 and are unaudited.

Principal markets InBev is a global brewer, with sales in over 130 countries across the globe. The last two decades have been characterised by rapid external growth in fast-growing emerging markets, notably in regions in Latin America North, Central & Eastern Europe, Asia Pacific and Latin America South, where InBev has significant sales. InBev’s key market is Latin America North, representing 71.0 million hectolitres in the first nine months of 2008 (equivalent to 35.6 per cent. of InBev’s consolidated volumes). This is followed by Central & Eastern Europe with 36.7 million hectolitres (equivalent to 18.4 per cent. of consolidated volumes), Asia Pacific with 29.6 million hectolitres (equivalent to 14.8 per cent. of consolidated volumes), Western Europe with 25.5 million hectolitres (equivalent to 12.8 per cent. of consolidated volumes) and Latin America South with 23.1 million hectolitres (equivalent to 11.6 per cent. of consolidated volumes). North America generated 9.6 million hectolitres in the first nine months of 2008 (equivalent to 4.8 per cent. of consolidated volumes). In the United States, 2007 was the first year in which the distribution agreement with Anheuser-Busch was in operation, delivering premium European import brands such as Stella Artois and Beck’s to consumers in the United States. See ‘‘Description of InBev – Overview of InBev and its Business – Business overview – Distribution of products’’ and ‘‘Description of InBev – Anheuser-Busch, Inc. Import Agreement’’ in the Rights Offering Prospectus for further details. As a result of the Acquisition, the relative share of its North America zone in Anheuser-Busch InBev’s consolidated volumes and revenues is expected to increase and the North America zone will become Anheuser-Busch InBev’s largest business zone. Anheuser-Busch’s reported U.S. beer volume (representing beer shipped to wholesalers within the United States) was approximately 96.2 million hectolitres for the first nine months of 2008 and approximately 122.5 million hectolitres for 2007. Please refer to the description of Anheuser-Busch’s business in Annex A of this Base Prospectus for further information on the significance of Anheuser-Busch’s U.S. operations. On an individual country basis, InBev’s 10 largest markets by volume are Brazil, China, Argentina, Russia, Ukraine, the United Kingdom, Canada, Germany, South Korea and Belgium. Each market has its own dynamics and customer preferences and values. For instance, in China the challenge for InBev, with its portfolio of various local brands present in several coastal provinces, is to grow or launch its own national brand to compete against other emerging national brands. Given the breadth of its portfolio, InBev believes it is well placed and can (re-)launch, market and ultimately sell the beer that best addresses consumer choice in the various segments (premium, mainstream and value) in a given market.

130 The table below sets out the main brands(1) sold, as well as the recently introduced innovations of such brands, in the markets listed below.

Multi-country Market Global brands brands Local brands Recent innovations North America Canada Beck’s, Stella Brahma, Leffe Beer: Alexander Keith’s, Beer: Labatt Blue ‘‘Cold Artois Budweiser, Kokanee, One’’ (can which keeps Labatt Blue, Labatt Blue beer crisp, cold and Light, Labatt Sterling, refreshing for longer Labatt Ice, Labatt Wildcat periods of time), Kokanee ‘‘Chill Check’’ (using thermochromatic ink on outside of the can changing colour when the beer inside is chilled to the optimal drinking temperature), Stella Leg´ ere` Cuba Beck’s — Beer: Bucanero, Bucanero Beer: Bucanero Max Malta, Cristal, Mayabe United States Beck’s, Stella Brahma, Beer: Bass, Belle-Vue, Beer: Blue Insulated Cans, Artois Hoegaarden, Bohemia, Boddingtons, Labatt Blue Light Leffe, Labatt Blue, Labatt Blue Insulated Cans Lowenbr¨ au¨ Light, Haake-Beck, St Pauli Girl, Spaten, Franziskaner Latin America Brazil Stella Artois Brahma Beer: Antarctica, Bohemia, Beer: Brahma Black, Skol Caracu, Kronenbier 28 can pack, Brahma Fresh (non-alcoholic), Polar, Soft drinks: Guarana´ Serramalte, Skol Original, Antarctica Ice Liber (non-alcoholic) (Beer) Soft drinks: Guarana´ Antarctica, Pepsi, Sukita, Soda Limonada, Tonicaˆ Antarctica Dominican Republic — Brahma Beer: Brahma Light, — Quilmes Soft drinks: Pepsi, 7UP Guatemala — Brahma — Beer: Brahma Beats, Extra de Brahma Ecuador — Brahma — Beer: Brahma Beats (In & Out) Peru — Brahma Beer: Brahma Beats — Soft drinks: 7UP, Concordia, Pepsi, Triple Kola Venezuela — Brahma Beer: Brahma Light, — Brahma Ice Soft drinks: Brahma Malta, Malta Caracas Bolivia Stella Artois — Beer: Bock, Ducal, El Inca, Beer: Pacena˜ Aluminium Huari, Imperial, Malt´ın, Bottle, Pacena˜ Sleeves, Pacena,˜ Taquina˜ Pacena˜ Cool 2 Go, Pacena˜ Red Lager, Taquina˜ Historical Bottle, Taquina˜ Ice Paraguay Stella Artois Brahma Beer: Baviera, Ouro Fino, Beer: Brahma 330cc Pilsen contour bottle, Pilsen limited edition Pilsen bock, Pilsen limited edition Pilsen keg party ‘‘Amistad’’ barril 5 litres

131 Multi-country Market Global brands brands Local brands Recent innovations Uruguay Stella Artois — Beer: Pilsen, Patricia Beer: Pilsen Sout Limited edition, Patricia porter limited edition, Patricia Red Lager limited edition Argentina Stella Artois Brahma Beer: Andes, Iguana, Beer: Quilmes Bock, Norte, Quilmes Quilmes Stout, Quilmes Soft drinks: 7UP, Pepsi, Red Lager, Patagonia, Mirinda, Paso de los Toros Brahma Morena, Iguana Summer, Andes Porter Soft drinks: Pepsi Max Chile Beck’s, Stella Brahma Beer: Baltica, Becker, Beer: Brahma porter, Artois Pacena˜ Brahma Stout, Brahma Bock Western Europe Belgium Stella Artois, Hoegaarden, Beer: Belle-Vue, Jupiler Beer: Jupiler Blue, Leffe Beck’s Leffe 9, Hoegaarden Rosee,´ Hoegaarden Citron France Stella Artois, Brahma, Beer: Hoegaarden, Beer: Leffe 9, Perfect Beck’s Hoegaarden, Boomerang, La Becasse,´ Draft, Leffe Ruby Leffe, Loburg, Jupiler Staropramen Luxembourg Stella Artois, Hoegaarden, Beer: Diekirch, Jupiler, Beer: Altmunster Gold, Beck’s Leffe Mousel, Belle-Vue Perfect Draft Netherlands Stella Artois, Hoegaarden, Beer: Dommelsch, Jupiler, Beer: Perfect Draft Beck’s Leffe Hertog Jan, Oranjeboom United Kingdom Stella Artois, Brahma, Beer: Bass, Boddingtons, Beer: Stella 4 per cent., Beck’s Hoegaarden, Castlemaine XXXX, Beck’s Vier, Beck’s Green Leffe, Labatt, Murphy’s, Lemon, Peeterman Artois Staropramen Oranjeboom, Tennent’s and Eiken Artois Germany Stella Artois, Leffe, Beer: Diebels Alt, Diebels Beer: Beck’s Ice, Beck’s Beck’s Staropramen, Light, Dimix, Franziskaner, Green Lemon Lowenbr¨ au¨ Haake-Beck, Hasseroder,¨ Non-alcoholic, Beck’s Spaten Chilled Orange, Beck’s Level 7 Italy Stella Artois, Brahma, Leffe Beer: Tennent’s Super Beer: Beck’s Next Beck’s Central & Eastern Europe Bulgaria Stella Artois, Leffe, Beer: Astika, Burgasko, Beer: Kamenitza Football Beck’s Staropramen Kamenitza, Pleven, Slavena Shaped PET packaging Croatia Stella Artois, Leffe, Beer: Ozujsko, Ozujsko Beer: Ozujsko Fressh Beck’s Hoegaarden, Cool, Tomislav Lowenbr¨ au¨ Czech Republic Stella Artois, Leffe, Beer: Branik, Kelt, Mestan, Beer: Ostravar in a new Beck’s Staropramen Ostravar, Velvet, Vratislav bottle, Staropramen non-alcoholic in cans, Staropramen CoolKeg, Christmas Gift Multipacks Hungary Stella Artois, Leffe, Beer: Borostyan, Borsodi Beer: Gyor, Beck’s Hoegaarden, Sor,¨ Borsodi Bivaly, Szekesfehervar, Miskolc, Staropramen, Borsodi Polo Budapest, Zalaegerszeg, Lowenbr¨ au¨ Veszprem, Debrecen Serbia Stella Artois, Lowenbr¨ au¨ Beer: Apatinsko Pivo, — Beck’s Jelen Pivo, Pils Light, Niksicko Pivo Montenegro Stella Artois, — Beer: Pivo, Nik Gold, Nik Beer: Beck’s 0.25l, new Beck’s Cool, Niksicko Tamno, improved labels for Jelen Pivo Niksicko Pivo and Nik Gold Romania Stella Artois, Leffe, Beer: Bergenbier, Noroc Beer: Bergenbier Ice (line Beck’s Hoegaarden, extension of Bergenbier, Lowenbr¨ au¨ with cooling effect)

132 Multi-country Market Global brands brands Local brands Recent innovations Russia Stella Artois, Brahma, Beer: Bagbier, Klinskoye, Beer: Klinskoye Freeze, Beck’s Hoegaarden, Pikur, Premier, Rifey, Siberian Crown Lime, Staropramen, Siberian Crown, T. Tinkoff, packaging range upgrade Lowenbr¨ au¨ Tolstiak, Volzhanin for Lowenbr¨ au,¨ Staropramen, Klinskoe, Siberian Crown and Beck’s, new long neck bottle and twist-off, 6-packs for all brands in cans, Hoegaarden in 0.5l bottle with twist-off cap Ukraine Stella Artois, Brahma, Leffe, Beer: Chernigivske, Rogan, — Beck’s Staropramen Bile, Yantar Asia Pacific China Beck’s Brahma Beer: Sedrin, Bai Sha, — Double Deer, Jinling, Jinlongquan, KK, RedRock South Korea Stella Artois, Brahma, Beer: Cass (Fresh), Cass Beer: Cafri label renewal, Beck’s Hoegaarden, Red, Cass Light, Cass Cass Lemon Leffe Lemon, OB Blue, Cafri, Red Rock, Budweiser1, Just Light

Note: (1) Pepsi, 7UP, Castlemaine XXXX and Murphy’s are not InBev brands but brands owned by third parties. Budweiser is an Anheuser-Busch brand. The number of innovations in the right-hand column of the table above is an illustration of InBev’s commitment to innovation generated from consumer insights. Through this approach, InBev seeks to understand the values, lifestyles and preferences of today’s and tomorrow’s consumers, with a view to building fresh appeal and competitive advantage through innovative products and services tailored to meet those needs. See ‘‘Description of InBev – Overview of InBev and its Business – Business overview – Intellectual property, research & development’’ for further information. The table below sets out InBev’s sales (revenue) breakdown by business zone.

Q3 2008(2) 2007 2006 2005 Sales(1) Sales Sales(1) Sales Sales(1) Sales Sales(1) Sales (million (per cent. (million (per cent. (million (per cent. (million (per cent. Market euro) of total) euro) of total) euro) of total) euro) of total) North America ...... 1,156 10.7% 1,564 10.8% 1,831 13.8% 1,733 14.9% Latin America ...... 4,524 41.7% 5,907 41.0% 5,001 37.6% 3,947 33.9% Western Europe ...... 2,447 22.5% 3,455 23.9% 3,646 27.4% 3,669 31.5% Central & Eastern Europe ..... 1,737 16.0% 2,198 15.2% 1,820 13.7% 1,468 12.6% Asia Pacific ...... 754 6.9% 994 6.9% 912 6.9% 748 6.4% Global Export & Holding Companies ...... 236 2.2% 312 2.2% 99 0.7% 91 0.8% Total ...... 10,854 100% 14,430 100% 13,308 100% 11,656 100%

Notes: (1) Gross revenue (turnover) less excise taxes and discounts. In many jurisdictions, excise taxes make up a large proportion of the cost of beer charged to InBev’s customers. (2) Unaudited figures for the first nine months of 2008. For a discussion of changes in revenues, see ‘‘Revenues’’ in the Rights Offering Prospectus.

Competition Historically, brewing was a local industry with only a few players having a substantial international presence. Larger brewing companies often obtained an international footprint through direct exports, licensing agreements and joint venture arrangements. However, the last couple of decades have seen a transformation of the industry, with a prolonged period of consolidation. This trend started within the more established beer markets of Western Europe and North America, and took the form of larger

133 businesses being formed through merger and acquisition activity within national markets. More recently, consolidation has also taken place within emerging markets. Over the last decade, the global consolidation process has accelerated, with acquisitive brewing groups making significant acquisitions outside of their domestic markets and increasingly looking to purchase other regional brewing organisations. Recent examples of this trend include SABMiller’s acquisition of Bavaria in 2005 and the acquisition of Scottish & Newcastle by Carlsberg and Heineken in April 2008. As a result of this consolidation process, the absolute and relative size of the world’s largest brewers has increased substantially. Therefore, today’s leading international brewers have significantly more diversified operations and have established leading positions in a number of international markets. InBev participated in this consolidation trend, and has grown its international footprint through a series of mergers and acquisitions described in ‘‘Description of InBev – Overview of InBev and its Business – InBev company profile – History and recent developments’’, which include: • the acquisition of Labatt in 1995; • the acquisition of Beck’s in 2001; • the combination of AmBev and Quilmes Industrial S.A. in 2002; and • the creation of InBev in 2004, through the merger of Interbrew and AmBev. This growth would continue as a result of the Acquisition described in ‘‘Description of InBev – The Acquisition’’. The 10 largest brewers in the world in 2007 in terms of volume (2007 provisional pro forma) are as set out in the table(1) below.

Rank Name Volume(2) (million hectolitres) 1 SABMiller ...... 230.9 2 InBev ...... 227.0 3 Heineken(3) ...... 167.4 4 Anheuser-Busch ...... 150.6 5 Carlsberg(3) ...... 121.0 6 MCBC...... 58.0 7 Modelo ...... 50.9 8 Tsingtao (Group) ...... 50.5 9 Beijing Yanjing ...... 40.7 10 FEMSA...... 39.9

Notes: (1) Source: Plato Logic Limited. (2) Calendar year basis. (3) Scottish & Newcastle volume allocated to Heineken and Carlsberg pro forma 2007 = 59.0. In each of its regional markets, InBev competes against a mixture of national, regional, local, and imported beer brands. In Latin America, InBev competes mainly with local players and local beer brands. In North America, Western Europe, Eastern Europe and Asia/Pacific, InBev competes primarily with large leading international or regional brewers and international or regional brands.

Brewing process – Raw materials and packaging – Production facilities – Logistics (a) Brewing process The basic brewing process for most beers is straightforward, but significant know-how is involved in quality and cost control. The most important stages are brewing and fermentation, followed by maturation, filtering and packaging. Although malted barley (malt) is the primary ingredient, other grains such as unmalted barley, corn, rice or wheat are sometimes added to produce different beer flavours. The proportion and choice of other raw materials varies according to regional taste preferences and the type of beer.

134 The first step in the brewing process is making wort by mixing malt with warm water and then gradually heating it to around 75C in large mash tuns to dissolve the starch and transform it into a mixture, called ‘‘mash’’, of maltose and other sugars. The spent grains are filtered out and the liquid, now called ‘‘wort’’, is boiled. Hops are added at this point to give a special bitter taste and aroma to the beer and help preserve it. The wort is boiled for one to two hours to sterilise and concentrate it and extract the flavour from the hops. Cooling follows, using a heat exchanger. The hopped wort is saturated with air or oxygen, essential for the growth of the yeast in the next stage. Yeast is a micro-organism that turns the sugar in the wort into alcohol and carbon dioxide. This process of fermentation takes five to 11 days, after which the wort has finally become beer. Different types of beer are made using different strains of yeast and wort compositions. In some yeast varieties, the cells rise to the top at the end of fermentation. Ales and wheat beers are brewed in this way. Lagers are made using yeast cells that settle to the bottom. Some special Belgian beers, called lambic or gueuze, use yet another method where fermentation relies on spontaneous action by airborne yeasts. During the maturation process the liquid clarifies as yeast and other particles settle. Further filtering gives the beer more clarity. Maturation varies by type of beer and can take as long as three weeks. Then the beer is ready for packaging in kegs, cans or bottles.

(b) Raw materials and packaging The main raw materials used in InBev’s beer production are malted barley, corn grits, corn syrup, rice, yeast, hops and water. For non-beer production (mainly CSDs) the main ingredients are flavoured concentrate, fruit concentrate, sugar or sweetener and water. In addition to these inputs into its products, delivery of InBev’s products to consumers requires extensive use of packaging materials such as glass or polyethylene terephthalate (‘‘PET’’) bottles, aluminium or steel cans and kegs, labels, bottle caps, plastic crates, metal closures, plastic closures, preforms and cardboard products. Malt and hops are generally available on the open market, and barley and hops are usually grown in the regions where InBev brews. InBev uses only its own proprietary yeast, which it grows in its facilities. In some regions, InBev imports hops to obtain adequate quality and appropriate variety. InBev purchases these ingredients through the open market and through contracts with suppliers. InBev also purchases barley and processes it to meet its malt requirements at its malting plants. Prices and sources of raw materials are determined by, among other factors: • the level of crop production; • weather conditions; • export demand; and • government regulations. InBev is reducing the number of its suppliers in each region to develop closer relationships that allow for lower prices and better service, while at the same time ensuring that it is not entirely dependent on a single supplier. Many of InBev’s supply contracts contemplate a price based on the market price but with a ceiling to hedge its risk. InBev also hedges some of its commodities contracts on the financial markets. Some of InBev’s malt requirements are purchased on the spot market. See ‘‘Description of InBev – Operating and Financial Review of InBev – Market risk, hedging and financial instruments’’ for further details on commodities hedging. InBev has supply contracts with respect to most packaging material as well as its own production capacity as outlined in sub-section (c) ‘‘Production facilities’’. The choice of packaging materials varies by cost and availability in different regions, as well as consumer preferences and the image of each brand. Hops, PET resin, soda ash for InBev’s own glass plant and – to some extent – cans are mainly sourced globally. Malt, adjuncts (such as unmalted grains or fruit), sugar, steel, cans, labels, metal closures, plastic closures, preforms and folding carton are sourced regionally. Electricity is sourced nationally, while water is sourced locally.

135 (c) Production facilities InBev’s production facilities are spread across its six geographic regions, giving InBev a balanced geographical footprint in terms of production and allowing it to meet customer demand across the globe. InBev manages its production capacity across its geographic regions, countries and plants. Except in limited cases (e.g. the Hoegaarden brewery in Belgium), InBev’s breweries are not dedicated to one single brand of beer. This allows InBev to allocate production capacity efficiently within the InBev Group. The production facilities comprise 126 breweries and/or soft drink plants and 16 malt plants, spread across InBev’s six geographic regions. InBev also has two glass bottle plants, one can plant, two bottle caps plants, one label plant, one syrup plant, one guarana farm and one hop pellet plant, all located in Latin America. The table below sets out, for each of InBev’s business zones, the number of InBev plants (breweries and/or soft drink plants) as well as the plants’ overall capacity and production volumes in 2007.

Number of 2007 volumes Annual operational capacity Business zone plants Beer Soft drinks Beer Soft drinks (khl) North America ...... 8 10,595 — 13,417 — Latin America North ...... 35 72,397 27,294 85,869 49,951 Latin America South ...... 18 18,197 12,349 21,091 15,912 Western Europe ...... 16 34,643 — 44,056 — Central & Eastern Europe ...... 25 48,811 11 63,465 — Asia Pacific ...... 24 35,776 — 51,854 — Total ...... 126 220,419 39,654 279,753 65,853

Of these 126 plants, 112 are brewing plants and 14 are pure CSD and/or bottling plants. In Latin America South, Argentina alone accounts for 10 plants, including the Quilmes brewery with annual capacity of 4,632,000 hectolitres and a CSD plant in Sur with annual capacity of 8,582,000 hectolitres. The Ypane´ plant in Paraguay provides annual brewing capacity of 2,527,000 hectolitres. In Latin America North, Brazil alone is home to 28 plants, of which 10 are pure beer plants, 13 are mixed plants (budgeted to not only brew beer but also to produce CSDs), 4 are pure CSD plants and 1 is a bottling plant. The largest InBev plant in this zone is in Rio de Janeiro (Brazil), with annual capacity of 13,821,000 hectolitres of beer and 7,636,000 hectolitres of soft drinks, followed by Jacare´ı (also in Brazil) with annual capacity of 8,763,000 hectolitres. The largest InBev plant in North America is in London (Canada) with annual capacity of 3,863,000 hectolitres of beer. Bremen (Germany) is the biggest InBev plant in Western Europe, with annual capacity of 7,580,000 hectolitres of beer, followed by Leuven (Belgium) with annual capacity of 6,012,000 hectolitres of beer and budgeted volumes of 5,748,000 hectolitres for 2008. Of the 25 plants in Central & Eastern Europe, 10 are located in Russia. The plant in Omsk (Russia) has annual capacity of 8,119,000 hectolitres of beer and budgeted volumes of 7,841,000 hectolitres for 2008. The newly constructed plant in Angarsk (Siberia) has annual capacity of 4,541,000 hectolitres of beer and budgeted volumes of 1,824,000 hectolitres for the first year of production in 2008. Finally, in Asia Pacific, of the 24 plants, three are located in South Korea and the remaining 21 in China, with the plant in Putian (China) having annual capacity of 10,005,000 hectolitres of beer, the largest InBev plant in the business zone. InBev continually assesses whether its production footprint is adequate in view of existing or potential customer demand. Footprint optimisation by adding new plants to InBev’s portfolio not only allows it to boost production capacity, but the strategic location often also reduces distribution time so that InBev’s products reach consumers rapidly and efficiently. Conversely, footprint optimisation can lead to the divesting of plants through sales to third parties or to plant closures. Additional production facilities can be acquired from third parties (e.g. the acquisition in 2007 of two plants in Latin America North from Cintra, one brewery in Ontario following the acquisition of Lakeport as well as the Golden Key brewery in the Fujian Province in China, three breweries in China in 2006 following the acquisition of Fujian Sedrin Brewery Co, the acquisition of a small brewing group (comprising three breweries and one bottling plant), QuZhou, added around one million hectolitres of capacity in Zhejiang; the acquisition of the Tinkoff brewery in St. Petersburg (Russia) in 2005 added

136 2.3 million hectolitres (expandable to 4.8 million hectolitres) of annual capacity) or can be acquired through greenfield investments in new projects (e.g. production started in October 2007 at a newly constructed plant in Angarsk, Russia). In addition, InBev continually upgrades its existing facilities and expands capacity. In 2005 InBev achieved the expansion of the annual capacity at its Omsk brewery from less than 1 million to 6 million hectolitres in just six years. Capacity in several other breweries was also increased during 2005. In 2006, capacity continued to be increased in several plants, such as in the Santa Catherina brewery in Brazil and through a greenfield investment in a new glass plant next to the brewery in Rio de Janeiro (Brazil), or in the brewery in Ypane´ in Paraguay where annual capacity was increased by one million hectolitres. In 2007 production capacity was extended at three major plants in Latin America South (Santa Cruz (Bolivia), Ypane´ (Paraguay) and Zarate´ (Argentina)). A Pepsi soft drink plant was officially opened in July 2007 at InBev’s Zarate´ site. The investment of USD 11 million reinforces InBev’s partnership with PepsiCo in Argentina. In addition, the soft drinks capacity was also expanded at Viamao,˜ Jaguariuna,´ Cama¸cari and Cebrasa in Brazil (Latin America North). In Central & Eastern Europe all plants in Ukraine, Ploiesti in Romania and Schmichov in the Czech Republic increased capacity. In Asia Pacific, production capacity at plants in Putian (Sedrin) and Nanchang was extended. In September 2007 InBev announced that it would invest close to EUR 60 million in its brewery operations in Hoegaarden, Jupille and Leuven (Belgium) over a 12 month period, in response to the international success of Stella Artois and Hoegaarden, the growth of Jupiler in The Netherlands and successful brand innovations. A significant part of the investment has gone towards making Hoegaarden a dedicated white beer brewery, with investments in production, logistics equipment and facility upgrades. Jupille will substantially increase brewing of lager beer utilising the freed up capacity, and Leuven will continue to enhance its export capability with investments in brewing and packaging capacity. In the course of 2007, InBev also announced plans to build a new brewery in Zhoushan, in East China’s Zhejiang Province. The plant has been operational since April 2008. The new plant will later include a modern disposal centre for wastewater and gases, using leading environmentally-friendly technologies and processes. Due to Zhoushan’s status as a tourist destination, the new brewery will help meet growing consumer demand for premium, high quality beer and will serve as a new ‘‘Sedrin hub’’. Projects for 2008 for investments and plant upgrades include capacity expansion in the Ukraine and Romania, the expansion of capacity in Uruguay and Argentina and the increase of malting capacity in Brazil, Russia and Romania by June 2009. In addition to production facilities, InBev also maintains a geographical footprint in key markets through sales offices and distribution centres. Such offices and centres are opened as needs in the various markets arise. For instance, new headquarters for Labatt USA were opened in Buffalo in July 2007. With its close proximity to Canada, core customers and key business partners, and situated in the heart of Western New York, the new office is a strategic location for Labatt USA’s next phase of growth. InBev typically owns its production facilities. InBev also leases a number of warehouses and other commercial buildings from third parties. InBev also outsources, to a limited extent, the production of items which it is unable to produce in its own production network (e.g. in case of a lack of capacity during seasonal peaks) or for which it does not yet want to invest in new production facilities (e.g. to launch a new product without incurring the associated full start-up costs). Such outsourcing mainly relates to secondary repackaging materials that InBev cannot practicably produce on its own, in which case InBev’s products are sent to external companies for repackaging (e.g. gift packs with different types of beers).

(d) Logistics InBev’s logistics organisation is composed of (i) a first tier, which comprises all inbound flows into the plants of raw materials and packaging materials and all the outbound flows from the plants into the second drop point in the chain (e.g. distribution centres, warehouses or wholesalers) and (ii) a second tier, which comprises all distribution flows from the second drop point into the customer delivery tier (e.g. pubs or retailers).

137 InBev’s logistics organisation is also split between Planning and Execution. Planning includes Footprint, Demand & Supply Planning and Supply Network Planning, which consists of optimising production planning by optimising (i) the use of the plants’ capacity and (ii) the logistics cost in view of demand (that is, determining where InBev should produce to minimise logistics cost and optimise use of capacity). Execution includes warehouse, transport, schedule and asset control. Transportation is mainly outsourced to third-party contractors, although InBev does own a small fleet of vehicles. Each InBev brewery has a warehouse which is attached to its production facilities. In places where InBev’s warehouse capacity is limited, external warehouses are rented. InBev strives to centralise fixed costs, which has resulted in some plants sharing warehouse and other facilities with each other. The implementation of the VPO programme has had a direct impact on InBev’s logistics organisation. The site logistics meeting structure (that is, defining which InBev meetings should happen on site, which key performance indicators (‘‘KPIs’’) are to be met and how teams are structured) was reshaped to focus on execution. In addition, global KPIs and an inventory control programme were implemented. Under this programme, scheduling packaging lines (that is, the sequence and time in which products are filled) became part of InBev’s logistics organisation, and warehouse productivity tools as well as tools focusing on health and safety, asset control and loss prevention actions were launched.

Distribution of products InBev depends on effective distribution networks to deliver its products to its customers. InBev reviews its priority markets for distribution and licensing agreements on an annual basis. The focus markets will typically be markets with an interesting premium segment and with sound and strong partners (brewers and/or importers). Based on these criteria focus markets are then chosen. In addition, the distribution of beer varies from country to country and from region to region. The nature of distribution reflects consumption patterns and market structure, geographical density of customers, local regulation and the existence of third-party wholesalers or distributors. In some markets brewers distribute directly to customers (for example Belgium and France), while in other markets wholesalers may, for legal reasons (for example certain U.S. states, Canada and South Korea), or because of historical market practice (for example Russia and Argentina), play an important role in distributing a significant proportion of beer to customers. Generally, InBev distributes its products through (i) direct distribution networks, in which InBev delivers to points of sale directly, and (ii) indirect distribution networks, in which delivery to points of sale occurs through wholesalers and independent distributors. Indirect distribution networks may be exclusive or non-exclusive and may, in certain business zones, involve use of third-party distribution while InBev retains the sales function through an agency framework. InBev seeks to fully manage the sales teams in each of its markets. However, it frequently works with third-party wholesalers that may or may not be exclusive. In the case of non-exclusive distributorships, InBev will try to encourage best practices through wholesaler excellence programmes. InBev uses different distribution networks in the markets in which it operates as appropriate based on the structure of the local retail sectors, local geographical considerations, scale considerations, regulatory requirements, market share and the expected added-value and capital returns. Legal constraints (e.g. the use of wholesalers due to legal restrictions in certain jurisdictions (such as in certain U.S. states and in South Korea) on the ability of a beer manufacturer to own a wholesaler (a so-called three-tier system)) may also influence InBev’s choice of distribution network. In some instances, as is currently the case in Brazil, InBev has acquired third-party distributors to move away from distribution by way of wholesalers to direct distribution. See ‘‘Distribution arrangements’’ in the Rights Offering Prospectus for a discussion of the effect of the choice of distribution arrangements on InBev’s results of operations. As a customer-driven organisation, InBev has, regardless of the chosen distribution method, programmes for professional relationship building with its customers in all markets. This happens directly, for example by way of key customer account management, and indirectly by way of wholesaler excellence programmes.

138 In certain countries, InBev enters into exclusive importer arrangements and depends on its counterparties to these arrangements to market and distribute its products to points of sale. For instance, on 1 February 2007, Anheuser-Busch became the exclusive U.S. importer of a number of InBev’s premium European import brands, including Stella Artois, Beck’s, Bass, Hoegaarden, Leffe and other select brands, and is responsible for their sale, promotion and distribution in the United States. See ‘‘InBev – Anheuser-Busch, Inc. Import Agreement’’ in the Rights Offering Prospectus for further details on the agreement.

Licensing In markets where InBev has no local affiliate it may choose to enter into licence agreements or alternatively international distribution agreements, depending on the best strategic fit for each particular market. Licence agreements issued by InBev grant the right to third-party licensees to manufacture, package, sell and market one or several InBev brands in a particular assigned territory under strict rules and technical requirements. The volumes sold under such licensing arrangements constitute an immaterial proportion of InBev’s reported sales volumes. In the case of international distribution agreements, InBev produces and packages the products itself while the third party distributes, markets and sells the brands in the local market. For example, Lion Nathan New Zealand distributes Leffe and Hoegaarden in New Zealand on the basis of a 2005 licence and distribution agreement. Under the terms of a 2002 licence agreement Lion Nathan New Zealand also has the right to brew, distribute and market Stella Artois during a 10 year period. Stella Artois is also licensed to third parties in Algeria, Australia, New Zealand, Tanzania, South Africa and Greece, while Beck’s is licensed to third parties in Algeria, Turkey, Australia, New Zealand, Tunisia, Nigeria and Mauritius. See ‘‘Risk Factors – Risks relating to InBev – InBev relies on key third parties, including key suppliers, and the termination or modification of the arrangements with such third parties could negatively affect InBev’s business’’. On 1 January 1998, Labatt Brewing Company Limited (‘‘Labatt’’), an indirect subsidiary of InBev, entered into long-term licensing agreements with Anheuser-Busch, Inc., a subsidiary of Anheuser- Busch, for the latter’s Budweiser and Bud Light brands. The licensing agreements between Labatt and Anheuser-Busch, Inc. grant Labatt the right to manufacture, package, sell and distribute these brands in Canada, using Anheuser-Busch, Inc.’s trademarks, trade secrets and know-how relative to the manufacturing of the brands and provide marketing spending commitments designed to grow the brands in Canada. In addition, in 2002 Labatt and Anheuser-Busch, Inc. entered into medium-term licensing agreements for the Busch and Busch Light brands. The parties also entered into supplemental shared marketing spend agreements on Budweiser and Bud Light and share Canadian National Football League sponsorship rights fees through 2011. In 2007 Anheuser-Busch brands sold by Labatt represented approximately 38 per cent. of Labatt’s total sales volumes. InBev also manufactures and distributes other third-party brands. AmBev, InBev’s listed Brazilian subsidiary, and other InBev subsidiaries have entered into agreements with PepsiCo. Pursuant to the agreements between AmBev and PepsiCo, AmBev is PepsiCo’s second largest bottler in the world and the largest bottler outside the United States. Major brands that are distributed under this agreement are Pepsi, 7UP and Gatorade. See ‘‘Description of InBev – Overview of InBev and its Business – Business overview – Principal activities and products – Soft drinks’’ for further information in this respect.

Branding and marketing InBev’s brands are the foundation of InBev, the cornerstone of its relationships with consumers and the key to its long-term success. InBev’s brand portfolio, its enduring bonds with consumers and its partnerships with customers are its most important assets. InBev invests in its brands to create long-term, sustainable, competitive advantage by seeking to meet the beverage needs of consumers around the world and to develop leading brand positions in every market in which it operates. InBev’s brand portfolio consists of global brands (Stella Artois and Beck’s), multi-country brands (Brahma, Leffe, Hoegaarden, Staropramen and Lowenbr¨ au)¨ and many local champions (Jupiler, Skol, Bohemia, Quilmes, Labatt Blue, Cass, Siberian Crown, Sedrin and Alexander Keith’s to name but a few). InBev believes this global brand portfolio provides it with strong growth and revenue opportunities and, coupled with a powerful range of premium brands, positions InBev well to meet the

139 needs of consumers in each of the markets in which it competes. For further information about InBev’s focus brands, see section 7.6.1(a) ‘‘Volumes’’ of the Rights Offering Prospectus. InBev seeks to constantly strengthen and develop its brand portfolio through enhancement of brand quality, marketing and product innovation. InBev’s marketing team therefore works together closely with InBev’s research & development team (see ‘‘Description of InBev – Overview of InBev and its Business – Business overview – Intellectual property, research & development’’ for further information). InBev continually assesses consumer needs and values in each geographic market in which it operates with a view to identifying the key characteristics of consumers in each beer segment (that is, premium, core and value). This allows InBev to position its existing brands (or to introduce new brands) in order to address the characteristics of each segment. InBev’s marketing approach is based on a ‘‘Value Based Brands’’ approach. A Value Based Brands proposition is a single, clear, compelling values based reason for consumer preference. InBev has defined 37 different consumer values (such as ambition, authenticity or friendship) to establish a connection between consumers and its products. The Value Based Brands approach first involves the determination of consumer portraits, secondly brand attributes (that is, tangible characteristics of the brand that support the brand’s positioning) and brand personality (that is, the way the brand would behave as a person) are defined, and finally a positioning statement to help ensure the link between the consumer and the brand is made. Once this link has been established, a particular brand can either be developed (brand innovation) or re-launched (brand renovation or line extension from the existing brand portfolio) to meet the customers’ needs. InBev has also implemented in each country a ‘‘Grow/Defend/Maintain/Cash’’ matrix approach that guides its marketing and sales investments over multiple years. This has resulted in a number of brand/ country priorities, commonly referred to as the ‘‘Contract Brands’’. These Contract Brands account for a substantial share of InBev’s future profitable growth and for approximately 60 per cent. of InBev’s global commercial investment. The ‘‘Grow’’ part of the matrix relates to brands InBev believes to have potential to be future leaders. For these brands, the objective is to maximise growth, profit and investment. The ‘‘Defend’’ part of the matrix relates to brands InBev believes to be today’s leading brands. For these brands, the objective is to hold market share, maximise profit and optimise investment. The ‘‘Maintain’’ part of the matrix relates to brands for which the objective is to maintain profit and minimise investment. The ‘‘Cash’’ part of the matrix relates to brands for which the objective is to maximise profit and reduce investment. InBev’s Contract Brands are all in the ‘‘Grow’’ or ‘‘Defend’’ part of the matrix. InBev applies Zero-Based Budgeting principles for yearly budget decisions and for ongoing investment reviews and reallocations. InBev invests in each brand in line with its local or global strategic priority and taking into account its local circumstances, seeking to maximise profitable and sustainable growth.

Intellectual property, research & development Innovation is one of the key factors enabling InBev to achieve its strategy. InBev seeks to combine technological know-how with its market understanding to develop a healthy innovation pipeline in terms of production process, product and packaging features as well as branding strategy. In addition, as beer markets mature, innovations play an increasingly important role in driving value growth.

(a) Intellectual property InBev’s intellectual property (‘‘IP’’) portfolio mainly consists of trademarks, patents, registered designs, copyright, know-how and domain names. This IP portfolio is managed by InBev’s internal legal department, in collaboration with a selected network of external IP advisers. InBev places importance on achieving close cooperation between its IP team and its marketing and research & development (‘‘R&D’’) teams. An internal stage gate process promotes the protection of InBev’s IP rights, the swift progress of InBev’s innovation projects and the development of products that can be launched and marketed without infringing any third parties’ IP rights. A project can only move on to the next step of its development after the necessary verifications (e.g. availability of trademark, existence of prior technology/earlier patents, freedom to market) have been carried out. This internal process is designed to ensure that financial and other resources are not lost due to oversights of IP protection during the development process.

140 InBev’s patent portfolio is carefully built to gain a competitive advantage and support its innovation and other intellectual assets. InBev currently has more than 100 patent families, meaning that more than 100 different technologies are protected by patents. The extent of the protection differs between technologies, as some patents are protected in many jurisdictions, while others are only protected in one or a couple of jurisdictions. InBev’s patents may relate, for example, to brewing processes, improvements in production of fermented malt based beverages, treatments for improved beer flavour stability, non-alcoholic beer development, filtration processes, beverage dispensing systems and devices or beer packaging. One of the key technologies supporting InBev’s innovation strategy is Perfect Draft, a home beer dispensing appliance developed by InBev with Koninklijke Philips Electronics N.V. and Philips Consumer Electronics BV. The IP rights to the Perfect Draft technology, name and design are co-owned by InBev and Koninklijke Philips Electronics N.V. InBev licenses in limited technology from third parties. InBev also licenses out certain of its IP to third parties, for which InBev receives royalties.

(b) Research & development Given its focus on innovation, InBev places a high value on R&D. In 2007 InBev expensed EUR 20 million in research, mainly in its Belgian R&D centre, compared to EUR 17 million in 2006 and EUR 18 million in 2005. Part of this was spent in the area of market research, but the majority is related to innovation in the areas of process optimisation and product development. R&D in process optimisation is primarily aimed at capacity increase (plant debottlenecking and addressing volume issues, while minimising capital expenditure), quality improvement and cost management. Newly developed processes, materials and/or equipment are documented in best practices and shared across business zones. Current projects range from malting to bottling of finished products. R&D in product innovation covers liquid, packaging and draught innovation. Product innovation consists of breakthrough innovation, incremental innovation and renovation (that is, implementation of existing technology). The main goal for the innovation process is to provide consumers with better products and experiences. This implies launching new liquid, new packaging and new draught products that deliver better performance both for the consumer and in terms of financial results, by increasing InBev’s competitiveness in the relevant markets. See the table in ‘‘Description of InBev – Overview of InBev and its Business – Business overview – Principal markets’’ setting out the main brands sold and the recently introduced innovations of such brands for an overview of recent InBev innovations in beer and non-beer products. With consumers comparing products and experiences offered across very different drink categories and the offering of beverages increasing, InBev’s R&D efforts also require an understanding of the strengths and weaknesses of other drink categories, spotting opportunities for beer and developing consumer solutions (products) that better address consumer need and deliver better experience. This requires understanding consumer emotions and expectations. Sensory experience, premiumisation, convenience, sustainability and design are all central to InBev’s R&D efforts. Knowledge management and learning is also an integral part of R&D. InBev seeks to continuously increase its knowledge through collaborations with universities and other industries. InBev’s R&D team consists of approximately 140 people worldwide. This team is briefed annually on the Company’s and the business zones’ priorities and approves concepts which are subsequently prioritised for development. Launch time, depending on complexity and prioritisation, usually falls within the next calendar year. In November 2006 InBev opened the doors of its new Global Innovation and Technology Centre (‘‘GITeC’’). This new state of the art building accommodates the Packaging, Product and Process Development teams and facilities such as Labs, Experimental Brewery and the European Central Lab, which also includes Sensory Analysis. In addition to GITeC, InBev also has Product, Packaging and Process Development teams located in each of the six InBev geographic regions focusing on the short-term needs of such regions.

Regulations affecting InBev’s business InBev’s worldwide operations are subject to extensive regulatory requirements regarding, among other things, production, distribution, importation, marketing, promotion, labelling, advertising, labour,

141 pensions and public health, consumer protection and environmental issues. See also ‘‘Risk Factors – Risks relating to the Issuers, the Guarantors and their activities – Certain of InBev’s operations depend on independent distributors to sell InBev’s products’’, ‘‘Risk Factors – Risks relating to the Issuers, the Guarantors and their activities – Negative publicity may harm InBev’s business’’, ‘‘Risk Factors – Risks relating to the beer and beverage industry – InBev could incur significant costs as a result of compliance with and violations or liabilities under various regulations that govern InBev’s operations’’, ‘‘Risk Factors – Risks relating to the beer and beverage industry – InBev’s operations are subject to environmental regulations, which could expose it to significant compliance costs and litigation relating to environmental issues’’ and ‘‘Governmental regulations’’ in the Rights Offering Prospectus. It is InBev’s policy to abide by the laws and regulations around the world that apply to it or to its business. InBev relies on legal and operational compliance programmes, as well as local in-house and external counsel, to guide its businesses in complying with applicable laws and regulations of the countries in which it operates. Advertising, marketing and sales of alcoholic beverages are subject to various restrictions in markets around the world. These range from a complete prohibition of alcohol in certain countries and cultures, through the prohibition of the import of alcohol, to restrictions on the advertising style, media and messages used. In a number of countries, television is a prohibited medium for alcoholic products, and in other countries, television advertising, while permitted, is carefully regulated. Media restrictions negatively impact InBev’s brand building potential. Labelling of InBev’s products is also regulated in certain markets, varying from health warning labels to importer identification, alcohol strength and other consumer information. Specific warning statements related to the risks of drinking alcoholic products, including beer, have also become increasingly prevalent in recent years. Smoking bans recently introduced in pubs and restaurants in Western Europe have negative effects on on-trade consumption (that is, beer purchased for consumption in a pub or restaurant or similar retail establishment), as opposed to off-trade consumption (that is, beer purchased at a retail outlet for consumption at home or any other location). The distribution of InBev’s beer products may also be regulated. In certain markets, alcohol may only be sold through licensed outlets, varying from government or state operated monopoly outlets (for example in the off-trade channel of certain Canadian provinces) to the common system of licensed on-trade outlets (for example licensed bars and restaurants) which prevails in many countries (for example in much of the European Union). In some countries like South Korea and in certain U.S. states, applicable regulations impose a three-tier system, meaning that InBev cannot use its own direct distribution system but must work with third-party distributors to distribute its products to the points of connection. Governments in most of the countries in which InBev operates also establish minimum legal drinking ages, which generally vary from 16 to 21 years, impose minimum prices on beer products or impose other restrictions on sales, which affect demand for InBev’s products. Moreover, governments may respond to public pressure to curtail alcohol consumption by raising the legal drinking age, further limiting the number, type or operating hours of retail outlets or expanding retail licensing requirements. InBev works both independently and together with other breweries to limit the negative consequences of inappropriate use of alcoholic products and actively promotes responsible sales and consumption. See ‘‘Overview of InBev and its Business – Corporate Citizenship – Promoting responsible drinking’’ in the Rights Offering Prospectus. Similarly, governmental bodies may respond to public pressure to address obesity by curtailing soft drink consumption at schools and other government-owned facilities. InBev is subject to antitrust and competition laws in the jurisdictions in which it operates and may be subject to regulatory scrutiny in certain of these jurisdictions, including due to its size and market share in such jurisdictions. See ‘‘Risk Factors – Risks relating to the beer and beverage industry – InBev is exposed to antitrust and competition laws in certain jurisdictions and the risk of changes in such laws or in the interpretation and enforcement of existing antitrust and competition laws’’. In many jurisdictions, excise and other indirect duties make up a large proportion of the cost of beer charged to customers. Rising excise duties can drive InBev’s pricing to the consumer up, which in turn could have a negative impact on InBev’s results of operations. See ‘‘Risk Factors – Risks relating to the beer and beverage industry – The beer and beverage industry may be subject to changes in taxation’’. InBev’s products are generally sold in glass or PET bottles or aluminium or steel cans. Legal requirements apply in various jurisdictions in which InBev operates requiring that deposits or certain ecotaxes or fees are charged for the sale, marketing and use of certain non-refillable beverage containers. The precise requirements imposed by these measures vary. Other types of beverage

142 container-related deposit, recycling, ecotax and/or product stewardship statutes and regulations also apply in various jurisdictions in which InBev operates. InBev is subject to different environmental legislation and controls in each of the countries in which it operates. Environmental laws in the countries in which InBev operates are mostly related to (i) the conformity of its operating procedures with environmental standards regarding, among other things, the emission of gas and liquid effluents and (ii) the disposal of one-way (that is, non-returnable) packaging. InBev believes that the regulatory climate in most countries in which it operates is becoming increasingly strict with respect to environmental issues and expects this trend to continue in the future. Achieving compliance with applicable environmental standards and legislation may require plant modifications and capital expenditure. Laws and regulations may also limit noise levels and the discharge of waste products, as well as impose waste treatment and disposal requirements. Some of the jurisdictions in which InBev operates have laws and regulations that require polluters or site owners or occupants to clean up contamination. The amount of dividends payable to InBev by its operating subsidiaries is, in certain countries, subject to exchange control restrictions of the respective jurisdictions where those subsidiaries are organised and operate. See also ‘‘Risk Factors – Risks relating to the Issuers, the Guarantors and their activities – To a large extent, InBev is a holding company and is therefore dependent upon cash flows from its subsidiaries’’ and ‘‘Transfers from subsidiaries’’ in the Rights Offering Prospectus.

Insurance InBev maintains comprehensive insurance policies with respect to casualty, property and certain specialised coverages. InBev’s insurance programme is mainly divided into two general categories: • Assets: these insurance policies cover InBev’s physical properties and include global property and business interruption. Additionally InBev has a constructor all risk policy for projects; • Liabilities: these insurance policies cover losses due to damages caused to third parties and include general and product liability, executive risks (risks related to the management of InBev) and driver’s insurance (which is taken out in accordance with local requirements). InBev believes it has adequate insurance cover taking into account InBev’s market capitalisation and its worldwide presence. InBev further believes that the level of insurance it maintains is appropriate for the risks of its business and is comparable to that maintained by other companies in its industry.

143 Organisational structure The diagram below shows a simplified legal structure of the InBev Group, reflecting an overview of InBev’s main subsidiaries (as at 31 December 2007). For a more comprehensive list of InBev’s important subsidiaries, see the list of subsidiaries below.

InBev SA/NV (Belgium)

InBev Belgium Brasserie de Lux Interbrew Companhia de Bebidas das Cobrew NV SUN Interbrew Ltd SA/NV S.A. International B.V. Américas - AmBev (Belgium) (Jersey) (Belgium) (Luxembourg) (Netherlands) (Brazil)

InBev Italia SUN InBev SUN InBev Quilmes Nimbuspath Ltd Brandbrew S.A. S.r.l. OJSC OJSC Industrial Labatt Ltd (U.K.) (Luxembourg) (Italy) (Ukraine) (Russia) (Quinsa) S.A. (Canada) (Luxembourg)

InBev France InBev Germany Zagrebacka S.A.S. Holding GmbH InBev USA LLC Pivovara D.D. (France) (Germany) (U.S.A.) (Croatia)

InBev Nederland Trebjesa A.D. N.V. (Montenegro) (Netherlands)

Pivovary Interbrew Staropramen Central European A.S. (Czech Holding B.V. Republic) Interbrew China Oriental (Netherlands) Holding Ltd Brewery Co., (Hong Kong) Ltd. (S. Korea) InBev Romania S.A. (Romania)

Kamenitza A.D. (Bulgaria)

Borsodi Sorgyar Rt. (Hungary)

Apatinska Pivara AD (Serbia) 2JAN200922535434

144 InBev’s most important holding subsidiaries and operating subsidiaries were as at 31 December 2007 as follows:

Proportion of Proportion of Country of incorporation ownership voting rights Subsidiary name or residence interest(1)(2) held(3) Cervecer´ıa Y Malter´ıa Quilmes S.A.I.C.A. y G Argentina 56.11 94.75 12 de Octubre y Gran Canaria Buenos Aires Brasserie de l’Abbaye de Leffe SA Belgium 98.52 98.54 Place de l’Abbaye 1 5500 Dinant Brouwerij van Hoegaarden NV Belgium 99.98 100 Stoopkensstraat 46 3320 Hoegaarden Cobrew NV Belgium 99.99 100 Brouwerijplein 1 3000 Leuven InBev Belgium NV/SA Belgium 99.98 100 Industrielaan 21 1070 Brussels Cervecer´ıa Boliviana Nacional S.A. Bolivia 56.11 85.09 Av. Montes 400 and Chuquisaca Street La Paz Companhia de Bebidas das Am´ericas – AmBev Brazil 61.01 74.00 Rua Dr. Renato Paes de Barros 1017 4 Andar (parte), cj. 44 e 42 – Itaim Bibi Sao˜ Paulo Kamenitza A.D. Bulgaria 85.12 85.18 Kapitan Raitcho Street 95 Plovdiv Labatt Brewing Company Limited Canada 61.01 100 207 Queen’s Quay West, Suite 299 M5J 1A7 Toronto Cervecer´ıa Chile S.A. Chile 56.11 100 Panamericana Norte 9600 Quilicura, Santiago de Chile InBev Sedrin Brewery Co Ltd. China 99.99 100 No. 660, Gong Ye Road Hanjiang District Putian Fujiang InBev Jinlongquan (Xiaogan) Brewery Co Ltd China 59.99 100 No. 198 Chengzhan Street Xiaogan InBev (Zhoushan) Brewery Co Ltd China 99.98 100 No. 1 Zizhulin Road Dinghai District Zhou Shan InBev Baisha (Hunan) Brewery Co. Ltd China 99.98 100 No. 304 Shao Shan Zhong Road Changsha

145 Proportion of Proportion of Country of incorporation ownership voting rights Subsidiary name or residence interest(1)(2) held(3) InBev Jinlongquan (Hubei) Brewery Co Ltd China 59.99 60.00 No. 89 Jin Long Quan Avenue Jing Men City Hubei InBev KK (Ningbo) Brewery Co Ltd China 99.98 100 Yin Jiang Town Yin Zhou District Ningbo Zhejiang InBev Shiliang (Zhejiang) Brewery Co Ltd. China 69.99 100 159 Qixia East Road Chengguan Tiantai County Zhejiang province InBev Zhedong (Zhehiang) Brewery Co. Ltd. China 99.98 100 Yinzhou Town Yinzhou District Ningbo Zhejiang InBev Double Deer Group Co Ltd China 54.99 55.00 234 Wu Tian Street Wenzhou InBev Jinling (Nanjing) Brewery Co Ltd China 99.98 100 QiliQiao Pukou 211800 Nanjing Jiangsu Zagrebacka Pivovara D.D. Croatia 71.91 71.92 Ilica 224 10000 Zagreb InBev S.R.O. Czech Republic 99.56 100 Nadrazni 84 CZ 150 54 Prague 5 Pivovary Staropramen A.S. Czech Republic 99.56 99.57 Nadrazni 84 CZ 150 54 Prague 5 Compan˜´ıa Cervecera AmBev Dominicana, C.por A. Dominican Republic 40.14 66.00 Av. San Martin, 279, Ensanche La Fe Apartado Postal 723 Santo Domingo Compania Cerveceria AmBev Ecuador Ecuador 61.01 100 Km 14.5 Via Daule, Av. Las Iguanas Guayaquil InBev France S.A.S. France 99.98 100 14 Avenue Pierre Brosselette B.P. 9 59426 Armentieres` Brauerei Beck GmbH & Co. KG Germany 99.98 100 Am Deich 18/19 28199 Bremen

146 Proportion of Proportion of Country of incorporation ownership voting rights Subsidiary name or residence interest(1)(2) held(3) Brauerei Diebels GmbH & Co. KG Germany 99.98 100 Brauerei-Diebels-Strasse 1 47661 Issum Brauergilde Hannover AG Germany 99.98 100 Hildesheimer Strasse 132 30173 Hannover Hasseroder¨ Brauerei GmbH Germany 99.98 100 Auerhahnring 1 38855 Wernigerode InBev Germany Holding GmbH Germany 99.98 100 Am Deich 18/19 28199 Bremen Haake-Beck Brauerei GmbH & Co. KG Germany 99.92 99.94 Am Deich 18/19 28199 Bremen Spaten – Franziskaner – Brau¨ GmbH Germany 99.98 100 Marsstrasse 46 + 48 80335 Munich Brasserie de Luxembourg Mousel-Diekirch S.A. Grand Duchy of 95.54 95.92 1, Rue de la Brasserie Luxembourg L-9214 Diekirch Quilmes Industrial (Quinsa) S.A. Grand Duchy of 56.11 99.59 84, Grand Rue Luxembourg L-1660 Luxembourg Industrias del Atlantico S.A. Guatemala 30.50 50.01 43 Calle 1-10 Clzd. Aguilar Batres Zona 12, Edificio Mariposa, nivel 4 01012 Zacapa Borsodi Sorgyar Zrt. Hungary 98.62 92.09 Rackoczi UT 81 3574 Bocs¨ Sun Interbrew Limited Jersey 99.77 97.40 P.O. Box 207 13-14 Esplanade St. Helier JE1 1BD Trebjesa A.D. Montenegro 72.69 72.69 Njegoseva 18 81400 Niksic Cervecer´ıa Paraguaya S.A. Paraguay 56.11 87.36 Ruta Villeta Km 30 N 3045 Ypane´ 2660 Compania˜ Cervecera AmBev Peru S.A.C. Peru 42.71 100 Av. Los Laureles Mz. A Lt. 4 del Centro Poblado Menor Santa Maria de s/n Huachipa – Lurigancho Chosica Lima 15 InBev Romania S.A. Romania 99.94 99.73 B-dul Dimitrie Pompei nr 9-9A, cladirea 20, et 1 Sector 2 020335 Bucharest

147 Proportion of Proportion of Country of incorporation ownership voting rights Subsidiary name or residence interest(1)(2) held(3) OJSC SUN InBev Russia 99.77 99.73 28 Moscovskaya Street Moscow Region 141600 Klin AD Apatinska Pivara Apatin Serbia 98.99 99.01 Trg Oslobodjenja 5 CS-25260 Apatin Oriental Brewery Co., Ltd. South Korea 99.99 100 52 Joongsam-Ri Hyundo-Myon Cheongwon-Gun Interbrew International B.V. The Netherlands 99.99 100 Ceresstraat 1 4811 CA Breda InBev Nederland N.V. The Netherlands 99.99 100 Ceresstraat 1 4811 CA Breda Interbrew Central European Holding B.V. The Netherlands 99.99 100 Ceresstraat 1 4811 CA Breda InBev USA LLC U.S.A. 99.99 100 Key Center, North Tower, Suite 900 50 Fountain Plaza Buffalo, New York 14202 Bass Beers Worldwide Limited United Kingdom 99.98 100 Porter Tun House 500 Capability Green LU1 3LS Luton InBev UK Ltd United Kingdom 99.98 100 Porter Tun House 500 Capability Green LU1 3LS Luton Cervecer´ıa y Malter´ıa Paysandu SA Uruguay 56.11 98.52 Instrucciones del ano˜ XIII 775 Paysandu Montevideo Sarandi 690 Desc. 107 Compan˜´ıa Brahma Venezuela S.A. Venezuela 31.09 99.92 Calle 1 con carrera 7 Zona industrial Condibar 2 Barquismeto

Notes: (1) Situation as at 31 December 2007. (2) For several subsidiaries the ownership (economic) interest is slightly below 100 per cent., although InBev’s voting percentage is 100 per cent. This results from the fact that a significant number of subsidiaries are held through InBev Belgium, which in turn is owned for 0.02 per cent. by Fonds Voorzitter Verhelst SPRL, which is not part of the InBev Group. Hence, there is a slight minority interest when calculating the economic interest. (3) The difference between economic interest and voting interest for AmBev results from the fact that AmBev has issued common shares (with voting rights) and preferred shares (without voting rights). This difference between voting and economic interest also appears in all subsidiaries of AmBev (e.g. Labatt is a 100 per cent. subsidiary of AmBev, but InBev’s economic interest only amounts to 61.01 per cent., that is, the same as its economic interest in AmBev).

148 Selected Financial Information The selected historical financial information presented below as of 31 December 2007, 2006 and 2005 and for the years ended 31 December 2007, 2006 and 2005 has been derived from InBev’s audited consolidated financial statements, which were prepared in accordance with IFRS, as adopted by the European Union. The selected historical financial information presented below as of 30 September 2008 and 2007 and for the nine-month periods ended 30 September 2008 and 2007 has been derived from InBev’s unaudited condensed consolidated interim financial statements, which were prepared in accordance with IFRS, as adopted by the European Union. This selected historical financial information presented in the tables below should be read in conjunction with, and is qualified in its entirety by reference to, InBev’s audited consolidated financial statements and the accompanying notes and InBev’s unaudited condensed consolidated interim financial statements and the accompanying notes that, in each case, have been included elsewhere in this Base Prospectus.

Nine months ended Year ended 31 December (audited) 30 September (unaudited) 2007 2006 2005 2008 2007 (EUR million, unless otherwise indicated) Income Statement Data Revenue(1) ...... 14,430 13,308 11,656 10,854 10,549 Cost of sales ...... (5,936) (5,477) (5,082) (4,586) (4,363) Gross profit ...... 8,494 7,831 6,574 6,268 6,185 Distribution expenses ...... (1,713) (1,551) (1,362) (1,310) (1,271) Sales and marketing expenses ...... (2,134) (2,115) (1,948) (1,683) (1,621) Administrative expenses ...... (990) (1,075) (957) (699) (739) Other operating income/(expenses) ...... 263 133 132 188 173 Normalised profit from operations (normalised EBIT)(2) ...... 3,920 3,223 2,439 2,764 2,727 Non-recurring items ...... 374 (94) (241) (113) 35 Profit from operations (EBIT) ...... 4,294 3,129 2,198 2,651 2,762 Profit before tax ...... 3,697 2,657 1,793 2,136 2,309 Profit attributable to equity holders of InBev ...... 2,198 1,411 904 1,238 1,298 Profit attributable to minority interests .... 850 715 498 566 547 Depreciation, amortisation and impairment . (1,030) (1,093) (934) (850) (754) Normalised EBITDA(2)(3) ...... 4,992 4,239 3,339 3,614 3,525 EBITDA(3) ...... 5,324 4,223 3,132 3,501 3,516 Weighted average number of ordinary shares (million shares)(4) ...... 610 608 600 598 611 Diluted weighted average number of ordinary shares (million shares)(5) ..... 613 613 603 600 614 Period-end number of ordinary shares, net of treasury shares (million shares) ..... 606 612 608 595 608 Basic earnings per share (EUR)(6) ...... 3.60 2.32 1.51 2.07 2.12 Diluted earnings per share (EUR)(7) ..... 3.59 2.30 1.50 2.06 2.11 Dividends per share (EUR) ...... 2.44 0.72 0.48 — — Cash Flow Data Cash flow from operating activities ...... 4,064 3,287 2,405 2,270 2,826 Cash flow from investing activities ...... (2,358) (3,481) (2,584) (1,580) (2,014) Cash flow from financing activities ...... (970) 208 (184) (898) (184)

Balance Sheet Data (at end of period) Total assets ...... 28,699 26,246 23,561 29,573 28,159 of which goodwill ...... 13,834 12,305 11,108 13,868 13,648 Total liabilities ...... 13,789 13,104 11,711 15,413 14,062 Equity attributable to equity holders of InBev ...... 13,625 12,262 11,471 12,742 13,028 Equity attributable to minority interests . . . 1,285 880 379 1,418 1,069

149 Nine months ended Year ended 31 December (audited) 30 September (unaudited) 2007 2006 2005 2008 2007 (per cent.) Income Statement Data as a percentage of revenue Revenue(1) ...... 100.0 100.0 100.0 100.0 100.0 Cost of sales ...... (41.1) (41.2) (43.6) (42.3) (41.4) Gross profit ...... 58.9 58.8 56.4 57.7 58.6 Distribution expenses ...... (11.9) (11.7) (11.7) (12.1) (12.0) Sales and marketing expenses ...... (14.8) (15.9) (16.7) (15.5) (15.4) Administrative expenses ...... (6.9) (8.1) (8.2) (6.4) (7.0) Other operating income/(expenses) ...... 1.8 1.0 1.1 1.7 1.6 Normalised profit from operations (Normalised EBIT)(2) ...... 27.2 24.2 20.9 25.5 25.9 Non-recurring items ...... 2.6 (0.7) (2.1) (1.0) 0.3 Profit from operations (EBIT) ...... 29.8 23.5 18.9 24.4 26.2 Profit attributable to equity holders of InBev ...... 15.2 10.6 7.8 11.4 12.3 Depreciation, amortisation and impairment . (7.1) (8.2) (8.0) (7.8) (7.1) Normalised EBITDA(2)(3) ...... 34.6 31.9 28.6 33.3 33.4 EBITDA(3) ...... 36.9 31.7 26.9 32.2 33.3

Other Data Volumes (million hectolitres) ...... 270.6 246.5 223.5 199.3 198.3 Normalised profit attributable to equity holders of InBev(2) ...... 1,863 1,522 1,024 1,360 1,282

Notes: (1) Turnover less excise taxes and discounts. In many jurisdictions, excise taxes make up a large proportion of the cost of beer charged to InBev’s customers (see ‘‘Excise taxes’’ in the Rights Offering Prospectus). (2) In this Base Prospectus, the term ‘‘normalised’’ refers to performance measures (EBITDA, EBIT, profit, EPS) before non-recurring items. Non-recurring items are items of income or expense which do not occur regularly as part of the normal activities of InBev, such as items of income or expense from restructuring charges, business and asset disposals, disputes and, other than at the EBITDA level, accruals and reversals of impairment losses. Due to the size and nature of these non-recurring items, InBev presents normalised performance measures separately. Normalised performance measures are additional measures used by InBev’s management and should not replace the measures determined in accordance with IFRS as an indicator of InBev’s performance. Please refer to sections 7.6.1(h) and 7.6.2(h) of the Rights Offering Prospectus and note 7 of InBev’s audited consolidated financial statements for the years ended 31 December 2007 and 2006 and InBev’s unaudited condensed consolidated interim financial statements for the six-month periods ended 30 June 2008 and 2007 for further details on the nature of these non-recurring items (see sections 16.1, 16.2 and 16.4, respectively, of the Rights Offering Prospectus). (3) InBev defines EBITDA as profit from operations plus depreciation, amortisation and impairment. EBITDA is a supplemental measure of InBev’s performance and liquidity that is not required by or presented in accordance with IFRS. EBITDA should not be considered as an alternative to IFRS measures, such as profit before tax and profit. InBev uses EBITDA to facilitate operating performance comparisons and because it believes it is frequently used by securities analysts. EBITDA has limitations as an analytical tool, and prospective purchasers should not consider it in isolation from, or as a substitute analysis for, InBev’s results of operations. (4) Weighted average number of ordinary shares means, for any period, the number of shares outstanding at the beginning of the period, adjusted by the number of shares cancelled repurchased or issued during the period multiplied by a time-weighting factor. (5) Diluted weighted average number of ordinary shares means the weighted average number of ordinary shares, adjusted by the effect of share options issued. (6) Earnings per share means, for any period, profit attributable to equity holders of InBev for the period divided by the weighted average number of ordinary shares. (7) Diluted earnings per share means, for any period, profit attributable to equity holders of InBev for the period divided by the diluted weighed average number of ordinary shares.

150 Operating and Financial Review of InBev Liquidity and capital resources General InBev’s primary sources of cash flow have historically been cash flows from operating activities, the issuance of debt, bank borrowings and the issuance of equity securities. Its material cash requirements have included the following: • Debt service; • Capital expenditures; • Investments in companies participating in the brewing, carbonated soft drinks and malting industries; • Increases in ownership of InBev’s subsidiaries or companies in which InBev has equity investments; • Share buyback programmes; and • Payments of dividends and interest on shareholders’ equity. Anheuser-Busch InBev is of the opinion that its working capital, as an indicator of its ability to pay off its short-term liabilities, is sufficient for the coming 12 months from the date of this Base Prospectus. The Bridge Facility drawn by Anheuser-Busch InBev on the closing date of the Merger to finance part of the consideration for the Merger is payable on the six month anniversary of its funding date. InBev repaid the entire amount borrowed under the Bridge Facility through funds raised in connection with the Rights Issue and cash proceeds received by InBev from hedging the foreign exchange rate between the euro and the U.S. dollar in connection with the Rights Issue. The Underwriting Agreement for the Rights Issue may be terminated by the Joint Bookrunners, acting on behalf of the Underwriters, before the closing of the Rights Issue in certain limited circumstances. InBev estimates that the total amount of funds necessary to consummate the Acquisition, including for the payment of USD 52.5 billion to shareholders of Anheuser-Busch, refinancing certain Anheuser- Busch indebtedness, payment of all transaction charges, fees and expenses and the amount of fees and expenses and accrued but unpaid interest to be paid on Anheuser-Busch’s outstanding indebtedness will be approximately USD 54.8 billion. InBev put in place short- and long-term senior and bridge financial commitments in the amount of USD 54.8 billion for this purpose. For further information regarding InBev’s financing commitments in connection with the Acquisition, see ‘‘Description of InBev – The Acquisition – Financing the Acquisition’’. InBev’s cash and cash equivalents less bank overdrafts as at 30 September 2008 amounted to EUR 1,025 million. In addition to the financing commitments in place in connection with the Acquisition described above, as of 30 September 2008, InBev had an aggregate of EUR 371.6 million available to it under committed short-term credit facilities and an aggregate of EUR 497.2 million available to it under committed long-term credit facilities. Although such amounts may be borrowed to meet InBev’s liquidity needs, InBev principally relies on cash flows from operating activities for that purpose. InBev repaid the debt incurred under the Bridge Facility to fund a portion of the consideration paid upon closing of the Merger with the net proceeds of the Rights Issue and cash proceeds received by InBev from hedging the foreign exchange rate between the euro and the U.S. dollar in connection with the Rights Issue, and intends to refinance a portion of the debt incurred under the Senior Credit Facility with a combination of the proceeds of one or more debt capital markets offerings (including through a private placement of notes to institutional investors in the U.S. (and elsewhere) and/or through the establishment of this Programme).

151 Cash flow The following table sets forth InBev’s consolidated cash flows for the years ended 31 December 2007, 2006 and 2005 and for the nine-month periods ended 30 September 2008 and 2007:

Nine months ended Year ended 31 December 30 September (audited) (unaudited) 2007 2006 2005 2008 2007 (EUR million) Cash flow from operating activities . 4,064 3,287 2,405 2,270 2,826 Cash flow from investing activities . (2,358) (3,481) (2,584) (1,580) (2,014) Cash flow from financing activities . (970) 208 (184) (898) (184)

(a) Cash flow from operating activities InBev’s cash flows from operating activities for the years ended 31 December 2007, 2006 and 2005 and for the nine-month periods ended 30 September 2008 and 2007 were as follows:

Nine months ended Year ended 31 December 30 September (audited) (unaudited) 2007 2006 2005 2008 2007 (EUR million) Profit (including minority interests) . 3,048 2,126 1,402 1,804 1,845 Interest, taxes and non cash items included in profit ...... 2,135 2,279 2,080 1,857 1,793 Cash flow from operating activities before changes in working capital and provisions ...... 5,183 4,405 3,482 3,661 3,638 Change in working capital(1) ..... 270 131 (155) (205) 196 Pension contributions and use of provisions ...... (363) (440) (133) (173) (272) Interest and taxes (paid)/received . (1,026) (809) (789) (1,013) (736) Cash flow from operating activities . 4,064 3,287 2,405 2,270 2,826

Note: (1) For the purposes of the table above, working capital includes inventories, trade and other receivables and trade and other payables, both current and non-current. Non cash items included in profit include: depreciations, amortisations and impairments, including impairment losses on receivables and inventories; additions and reversals in provisions and employee benefits; losses and gains on sales of property, plant and equipment, intangible assets, subsidiaries and assets held for sale; equity share based payment expenses; share of result of associates; net finance cost; income tax expenses and other non-cash items included in profit. Please refer to InBev’s consolidated financial statements included elsewhere in this Base Prospectus for a more comprehensive overview of InBev’s cash flow from operating activities. InBev’s primary source of cash flow is funds generated from operations. Net cash from operating activities decreased by EUR 556 million, or 19.7 per cent., in the nine-month period ended 30 September 2008 as compared to the comparable period in 2007. The decrease in the nine-month period ended 30 September 2008 was primarily the result of an increase in income taxes paid and higher working capital levels as compared to 2007 year-end levels (whereas the nine-month period ended 30 September 2007 reflected reductions of working capital during that period from a higher working capital base at the 2006 year-end). InBev devotes substantial efforts to the more efficient use of its working capital, especially those elements of working capital that it perceives as ‘‘core’’ (including trade receivables, inventories and trade payables). InBev believes that it has made substantial progress in reducing the level of those core elements of working capital as a percentage of net sales in recent periods. InBev’s higher working capital from operating activities as of 30 September 2008 is due in part to the impact of seasonality as compared to year-end and the impact of additional cash outflows due to certain tax payments and timing differences in respect of excise payments as of 30 September 2008 as compared to 30 September 2007.

152 In 2007, the increase in net cash from operating activities amounted to an additional EUR 777 million, or 23.6 per cent., as compared to 2006. The improvement was the combined result of higher profit and improved working capital management. In 2006, the increase in net cash provided by operating activities was EUR 882 million, or 36.7 per cent., as compared to 2005. This was due to higher profit and improved working capital management, partially offset by an increase in use of provisions.

(b) Cash flow from investing activities InBev’s cash flows from investing activities for the years ended 31 December 2007, 2006 and 2005 and for the nine-month periods ended 30 September 2008 and 2007 were as follows:

Nine months ended Year ended 31 December 30 September (audited) (unaudited) 2007 2006 2005 2008 2007 (EUR million) Net capital expenditure(1) ...... (1,440) (1,218) (1,077) (1,016) (962) Acquisition of subsidiaries and associates, net of cash acquired/ disposed of, and purchase of minority interests ...... (1,342) (2,271) (1,716) (611) (1,032) Other ...... 424 8 209 47 (20) Cash flow from investing activities . (2,358) (3,481) (2,584) (1,580) (2,014)

Note: (1) Net capital expenditure consists of acquisitions of plant, property and equipment and of intangible assets, minus proceeds from sale. Acquisition of subsidiaries, net of cash acquired, the purchase of minority interests and the acquisition of plant, property and equipment accounted for InBev’s most significant cash outlays in each of the three years ending 31 December 2007, 2006 and 2005 as well as the nine-month periods ending 30 September 2008 and 2007. Net cash used in investing activities decreased by EUR 434 million, or 21.5 per cent., in the nine-month period ended 30 September 2008 as compared to the comparable period in 2007. This decrease was mainly attributable to reduced purchases of minority interests and reduced acquisitions of subsidiaries as compared to the first nine months of 2007. InBev spent EUR 63 million on acquiring businesses and EUR 564 million on purchases of minority interests in the first nine months of 2008, compared with EUR 169 million and EUR 884 million, respectively, in the first nine months of 2007. See ‘‘Description of InBev – Operating and Financial Review of InBev – Liquidity and Capital Resources – Investments’’. Other net cash gains in the nine months ended 30 September 2008 amounted to EUR 47 million arising from net proceeds of other assets and net repayments of loans granted, as compared to EUR 20 million spent by InBev in the nine months ended 30 September 2007 on acquisition of assets and payments of loans granted. Net cash used in investment activities decreased significantly to EUR 2,358 million in 2007 as compared to EUR 3,481 million in 2006. This was mainly due to a decrease in expenditure on acquisitions in 2007, partly offset by higher purchases of minority interests through the AmBev share buyback programmes. Net cash used in investment activities increased from EUR 2,584 million in 2005 to EUR 3,481 million in 2006, due to notable acquisitions in 2006 of Fujian Sedrin Brewery Co., Ltd. (EUR 605 million) and all Beverage Associates Corp.’s remaining shares in Quilmes Industrial S.A. (EUR 924 million) offset by a decrease in the purchase of minority interests in 2006 as compared to 2005.

153 (c) Cash flow from financing activities InBev’s cash flows from financing activities for the years ended 31 December 2007, 2006 and 2005 and for the nine-month periods ended 30 September 2008 and 2007 were as follows:

Nine months ended Year ended 31 December 30 September (audited) (unaudited) 2007 2006 2005 2008 2007 (EUR million) Proceeds from the issue of share capital ...... 84 82 56 47 78 Purchase of treasury shares ...... (600) (59) (109) (706) (347) Net proceeds from borrowings .... 366 880 523 1,638 505 Cash net finance costs other than interests ...... (44) (75) (71) (101) (48) Payment of finance lease liabilities . (7) (3) (5) (3) (2) Dividends paid ...... (769) (617) (568) (1,773) (370) Reimbursement of capital ...... — — (10) — — Cash flow from financing activities . (970) 208 (184) (898) (184) Cash flows used in financing activities for the nine-month period ended 30 September 2008 amounted to EUR 898 million compared to cash flows used in financing activities of EUR 184 million for the same period ended 30 September 2007. The increase was primarily due to higher dividend payments and an increase in the purchase of treasury shares, which were only partly compensated by higher net proceeds from borrowings. Cash flows used in financing activities for the year ended 31 December 2007 amounted to EUR 970 million compared to cash flows provided by financing activities of EUR 208 million for the year ended 31 December 2006. This was principally due to higher share buybacks, debt repayments and dividend payments during the year. Cash flows provided by financing activities for the year ended 31 December 2006 amounted to EUR 208 million compared to cash flows used in financing activities of EUR 184 million for the same period in 2005. This was mainly due to the issuance of debt by AmBev in 2006 to finance the acquisition of Beverage Associates Corp.’s interest in Quilmes Industrial S.A. and other movements in the proceeds and repayment of borrowings.

Funding sources (a) Funding policies InBev aims to secure committed credit lines with financial institutions to cover its liquidity risk on a 12-month and 24-month basis. Liquidity risk is identified using both the budget and strategic planning process input of InBev on a consolidated basis. Depending on market circumstances and the availability of local (debt) capital markets, InBev may decide, based on liquidity forecasts, to secure funding for a medium- and long-term basis. InBev also seeks to continuously optimise its capital structure with a view to maximising shareholder value while keeping desired financial flexibility to execute strategic projects. Its capital structure policy and framework aims to optimise shareholder value through tax efficient maximisation of cash flow distribution to it from its subsidiaries, while maintaining an investment-grade rating and minimising cash and investments with a return below its weighted average cost of capital.

154 (b) Cash and cash equivalents InBev’s cash and cash equivalents less bank overdrafts for the years ended 31 December 2007, 2006 and 2005 and for the nine-month periods ended 30 September 2008 and 2007 were as follows:

Nine months ended Year ended 31 December 30 September (audited) (unaudited) 2007 2006 2005 2008 2007 (EUR million) Total ...... 1,244 536 552 1,025 1,165

(c) Borrowings Most of InBev’s interest-bearing loans and borrowings are for general corporate purposes, based upon strategic capital structure concerns, although certain borrowing is incurred to fund significant acquisitions of subsidiaries. Although seasonal factors affect the business, they have little effect on InBev’s borrowing requirements. InBev’s borrowings are linked to different interest rates, both variable and fixed. As of 30 September 2008, after certain hedging and fair value adjustments, EUR 6,323 million, or 73.4 per cent., of InBev’s interest-bearing financial liabilities (which include loans, borrowings and bank overdrafts) bore a variable interest rate. InBev’s net debt is denominated in various currencies, though primarily in the euro, the Brazilian real and the Canadian dollar. InBev’s policy is to have its subsidiaries incur debt in their functional currencies, through long-term or short-term borrowing arrangements, either directly in their functional currencies or indirectly through hedging arrangements, to the extent possible. The currency of borrowing is driven by various factors in the different countries of operation, including a need to hedge against functional currency inflation, currency convertibility constraints, or restrictions imposed by exchange control or other regulations. In accordance with its policy aimed at achieving an optimal balance between cost of funding and volatility of financial results, InBev seeks to match borrowing liabilities to functional currency cash flow, and may enter into certain financial instruments in order to mitigate currency risk. InBev has also entered into certain financial instruments in order to mitigate interest rate risks. As a result, InBev’s current net debt exposure in specific currencies approximately matches, to the extent practicable, its cash generation as measured by EBITDA in such currencies. For further details on InBev’s approach to hedging foreign currency and interest rate risk, see ‘‘Description of InBev – Operating and Financial Review of InBev – Market risk, hedging and financial instruments’’. Pursuant to the long- and short-term financing commitments in the amount of USD 54.8 billion InBev has obtained in connection with the Acquisition, InBev drew down the amount of USD 53.8 for the closing of the Merger, which significantly increases the level of indebtedness of InBev on a consolidated basis. For further information regarding InBev’s financing commitments in connection with the Acquisition, see ‘‘Description of InBev – The Acquisition – Financing the Acquisition’’. All of the USD 54.8 billion financing commitments entered into by InBev in connection with the Acquisition bear interest at variable rates, and, except as described below, InBev will be exposed to interest rate risk on any amounts utilised under these commitments following the Acquisition. In accordance with its dynamic interest rate hedging approach (see ‘‘Description of InBev – Operating and Financial Review of InBev – Market risk, hedging and financial instruments – Interest rate risk’’), InBev has entered into hedging arrangements with respect to a substantial portion of the amounts expected to be borrowed under these financing commitments for an initial three-year period which may be further extended. These hedging arrangements include a series of forward U.S. dollar LIBOR fixed interest rate swaps entered into by InBev. As a result, the interest rates for an amount of up to USD 34.5 billion (under the USD 45 billion Senior Credit Agreement described in ‘‘Description of InBev – The Acquisition – Financing the Acquisition’’) have effectively been fixed at 3.875 per cent. per annum, plus applicable fixed spreads, for the period from 2009 to 2011. These and other hedging arrangements entered into by InBev resulted in an increase in InBev’s trade and other receivables for the period ended 30 September 2008. Further, upon the completion of the Merger, Anheuser-Busch became part of the InBev Group and its outstanding indebtedness became part of InBev’s consolidated liabilities. InBev has also guaranteed the outstanding capital markets debt issued or guaranteed by Anheuser-Busch and may guarantee Anheuser-Busch’s obligations under any guarantee provided by Anheuser-Busch of its subsidiaries’ other debt obligations. For further details regarding the outstanding indebtedness of

155 Anheuser-Busch, please refer to section VIII ‘‘Management’s Discussion and Analysis of Operations and Financial Condition for the Fiscal Year Ended 31 December 2007 – Financing Activities’’ of Annex A and Anheuser-Busch’s consolidated financial statements included in Annex A of this Base Prospectus. InBev will face increased U.S. dollar liabilities as a result of U.S. dollar amounts borrowed and assumed in connection with the Acquisition. Due to this increased level of exposure, InBev expects to adopt a hybrid currency matching model pursuant to which it may (i) match net debt currency exposure to cash flows in such currency, measured on the basis of EBITDA, by swapping a significant portion of U.S. dollar debt (with a low interest coupon) to Brazilian real (with a higher coupon), although this would negatively impact InBev’s profit and earnings due to the higher Brazilian real interest coupon, and (ii) use Anheuser-Busch’s U.S. dollar cash flows to service interest payments under its new and assumed debt obligations. See ‘‘Description of InBev – Operating and Financial Review of InBev – Liquidity and Capital Resources – Market risk, hedging and financial instruments – Foreign currency risk’’ for further details of InBev’s hedging arrangements. For further details regarding the impact that the Acquisition will have on the total liabilities of Anheuser-Busch InBev, please refer to ‘‘Description of InBev – The Acquisition – Discussion of the unaudited illustrative financial impact on InBev of the Acquisition of Anheuser-Busch’’. The following table sets forth the level of InBev’s interest-bearing loans and borrowings as of 31 December 2007, 2006 and 2005 and 30 September 2008 and 2007:

Nine months ended Year ended 31 December 30 September (audited) (unaudited) 2007 2006 2005 2008 2007 (EUR million) Secured bank loans ...... 371 239 204 84 360 Unsecured bank loans ...... 4,119 3,982 3,863 6,217 4,334 Unsecured bond issues ...... 1,953 1,950 1,354 1,728 1,942 Unsecured other loans ...... 161 133 174 145 163 Secured other loans ...... — 37 32 — — Secured bank facilities ...... 4——— 1 Finance lease liabilities ...... 15 9 10 13 13 Total ...... 6,623 6,350 5,637 8,187 6,813

The following table sets forth the contractual maturities of InBev’s interest-bearing liabilities as of 30 September 2008:

Carrying Less than More than Amount(1) 1 year 1-2 years 2-5 years 5 years (EUR million) Secured bank loans ...... 84 39 — 45 — Unsecured bank loans ...... 6,217 2,436 348 2,791 642 Unsecured bond issues ...... 1,728 432 52 810 434 Unsecured other loans ...... 145 3 24 86 32 Secured bank facilities ...... ————— Finance lease liabilities ...... 13229— Total ...... 8,187 2,912 426 3,741 1,108

Note: (1) ‘‘Carrying Amount’’ refers to net book value as recognised in the balance sheet as per 30 September 2008.

Credit rating InBev’s credit rating from Standard and Poor’s is BBB+ for long-term obligations and A-2 for short-term obligations, and its credit rating from Moody’s Investors Service Inc. is Baa2 for long-term obligations and Baa2 for its Senior Credit Facility. It was a condition to the financing commitments obtained by InBev to finance the Acquisition that InBev’s credit rating (as assessed on a pro forma basis to reflect the Acquisition and taking into account the incurrence of related financial indebtedness)

156 was at least BBB- or better from Standard and Poor’s and Baa3 or better from Moody’s Investors Service Inc. A significant portion of InBev’s debt on a consolidated basis has been incurred by AmBev without the benefit of a parent guarantee. AmBev’s credit rating by Standard and Poor’s is BBB and by Moody’s Investors Service Inc. is Baa3 for foreign currency obligations. Note that credit ratings may be changed, suspended or withdrawn at any time and are not a recommendation to buy, hold or sell any of InBev’s or its subsidiaries’ securities.

Capital expenditures InBev spent EUR 1,016 million in the first nine months of 2008 on acquiring capital assets. Of InBev’s total capital expenditures in the first nine months of 2008, approximately 69 per cent. was used to improve its production facilities, approximately 24 per cent. was used for logistics and commercial investments and approximately 7 per cent. was used for improving administrative capabilities and purchase of hardware and software. InBev spent EUR 1,440 million during 2007 on acquiring capital assets. Of InBev’s total capital expenditures in 2007, approximately 67 per cent. was used to improve its production facilities, 22 per cent. was used for logistics and commercial investments and approximately 11 per cent. was used for improving administrative capabilities and purchase of hardware and software. InBev spent EUR 1,218 million during 2006 on acquiring capital assets. Of InBev’s total capital expenditures in 2006, approximately 63 per cent. was used to improve its production facilities, 26 per cent. was used for logistics and commercial investments and approximately 11 per cent. was used for improving administrative capabilities and purchase of hardware and software. InBev spent EUR 1,077 million during 2005 on acquiring capital assets. Of InBev’s total capital expenditures in 2005, approximately 59 per cent. was used to improve its production facilities, approximately 25 per cent. was used for logistics and commercial investments and approximately 16 per cent. was used for improving administrative capabilities and purchase of hardware and software.

Investments InBev estimates that the total amount of funds necessary to consummate the Acquisition will be approximately USD 54.8 billion. For further information regarding InBev’s financing commitments in connection with the Acquisition, see ‘‘Description of InBev – The Acquisition – Financing the Acquisition’’. During the first nine months of 2008, InBev spent EUR 627 million on acquisitions of businesses and purchases of minority interests. InBev’s expenditures during the first nine months of 2008 on acquiring businesses were largely the result of the acquisition of several local distributors, for which InBev recognised goodwill of EUR 57 million. InBev reached an agreement to purchase the Cintra brands in January 2008 and subsequently sold the Cintra brands at net carrying value in May 2008. InBev also recognised an intangible asset during this period for an amount of EUR 6 million in connection with the 2007 business combination with Cervejarias Cintra Ind. e Com. Ltda. and received a EUR 9 million cash inflow for the disposal of four wholesalers in Western Europe and the partial collection of the remaining receivable from the sale of Immobrew in 2007. InBev’s purchases of minority interests principally related to AmBev (through share buyback programmes), Zhejiang Shiliang Brewery Co., Ltd. and Quilmes Industrial S.A. As a result of a share buy back programme of AmBev shares during the first nine months of 2008, InBev increased its percentage in AmBev from 61.01 per cent. to 61.60 per cent. Other purchases of minority interests related to the buy out of InBev Shiliang (Zhejiang) Brewery and to the closing of AmBev’s tender offer for Quilmes Industrial S.A. shares, resulting in an increase of AmBev’s economic interest in Quilmes Industrial S.A. to 99.45 per cent. The total cash consideration for these purchases of minority interests amounted to EUR 564 million. As the related subsidiaries were already fully consolidated, the purchases did not impact InBev’s profit, but reduced the minority interests and thus impacted the profit attributable to equity holders of InBev. During the course of 2007, InBev spent EUR 1,342 million on acquisitions of businesses and purchases of minority interests. In 2007, InBev’s expenditures on acquiring businesses were largely the result of the acquisition of Lakeport Brewing Income Fund (for an aggregate purchase price of just over CAD 201.4 million), Goldensand Comercio e Servi¸cos Lda, the controlling shareholder of

157 Cervejarias Cintra Ind. e Com. Ltda. (for a total transaction value of approximately USD 150 million), and several local distributors, while its purchases of minority interests principally related to the AmBev share buyback programmes (whereby 25.6 million AmBev shares were acquired for an amount of EUR 1,129 million) and the InBev share buyback programme whereby 10.3 million InBev shares were acquired for an amount of EUR 600 million). During the course of 2006, InBev spent EUR 2,271 million on acquisitions of businesses and purchases of minority interests. InBev’s expenditure on acquiring businesses in 2006 was principally directed towards the acquisition of Fujian Sedrin Brewery Co., Ltd. (for a total cash consideration of RMB 5,886 million, which was settled in U.S. dollars for an equivalent euro amount of EUR 621 million) and the acquisition (through AmBev) of all Beverage Associates Corp.’s remaining shares in Quilmes Industrial S.A. (for a total purchase price of EUR 986 million). During the course of 2005, InBev spent EUR 1,716 million on acquisitions of businesses and purchases of minority interests. InBev’s expenditures on acquiring businesses in 2005 were principally directed towards the purchase of additional interests in AmBev, InBev Germany Holding GmbH, the remaining 30 per cent. interest of the InBev Zhedong (Zhejiang) Brewery Co., Ltd. in China and the acquisition of the Tinkoff brewery in St. Petersburg, Russia (for which it paid an enterprise value of EUR 167 million and total cash consideration of EUR 77 million).

Net financial debt and equity InBev defines net financial debt as non-current and current interest-bearing loans and borrowings and bank overdrafts minus debt securities and cash. InBev’s net financial debt increased to EUR 6,894 million as of September 2008, from EUR 5,093 million as of December 2007. Apart from operating results net of capital expenditures, the net financial debt is impacted by the InBev and AmBev share buyback programmes (EUR 706 million and EUR 236 million, respectively), the purchase of minority interests of Quilmes Industrial S.A. and Zhejiang Shiliang Brewery Co., Ltd. (EUR 275 million and EUR 54 million, respectively), dividend payments to shareholders of InBev (EUR 1,438 million), dividend payments to minority shareholders of AmBev (EUR 312 million) and the impact of changes in foreign exchange rates (EUR 50 million). Consolidated equity attributable to equity holders of InBev as at 30 September 2008 was EUR 12,742 million, compared to EUR 13,625 million at the end of 2007. The combined effect of changes in exchange rates compared to the euro (primarily the strengthening of the closing rate of the Argentinean peso, the Chinese yuan, the Ukrainian hryvnia and the U.S. dollar and the weakening of the closing rates of the Brazilian real, the Canadian dollar, the pound Sterling, the Russian ruble and the South Korean won) resulted in a negative foreign exchange translation adjustment to equity attributable to equity holders of InBev of EUR 435 million. See note 12 of InBev’s unaudited condensed consolidated interim financial statements for the nine month period ended 30 September 2008 for further details on the changes to InBev’s equity. As a result of share buy back programmes, during the first nine months of 2008, InBev acquired 12.7 million shares for an amount of EUR 706 million and AmBev acquired 5 million AmBev shares for an amount of EUR 236 million. InBev’s net financial debt decreased to EUR 5,093 million as of 31 December 2007, from EUR 5,563 million as of 31 December 2006. Although this decrease was primarily the result of operating results net of capital expenditures, other contributors were the sale of real estate to Cofinimmo S.A. in Belgium and the Netherlands (EUR 379 million in 2007), the sale of Dinkelacker- Schwaben Brau¨ GmbH & Co. KG (EUR 22 million) and the impact of changes in foreign exchange rates (EUR 107 million), which, together with the impact of operating results net of capital expenditures, more than offset the effect of the acquisition of Lakeport Brewing Income Fund, Cervejarias Cintra Ind. e Com. Ltda. and certain Brazilian distributors (EUR 190 million), the InBev share buyback programme (EUR 600 million), the AmBev share buyback programme (EUR 1,129 million) and dividend payments (EUR 769 million). Consolidated equity attributable to equity holders of InBev as at 31 December 2007 was EUR 13,625 million, compared to EUR 12,262 million at 31 December 2006, which included a negative foreign exchange translation adjustment of EUR 9 million due mainly to the combined effect of the strengthening of the closing rates of the Brazilian real and the Canadian dollar and the weakening of the closing rates of the Argentinean peso, the Chinese yuan, the pound sterling, the Russian ruble, the South Korean won, the Ukrainian hryvnia and the U.S. dollar.

158 At 31 December 2006, InBev’s net financial debt amounted to EUR 5,563 million, which represented a 14.3 per cent. increase as compared to 31 December 2005. Aside from the effects of operating results net of capital expenditures, the increase in net financial debt was primarily the result of the financing of the acquisition of all of Beverage Associates Corp.’s remaining shares in Quilmes Industrial S.A. (EUR 924 million) and of the Fujian Sedrin acquisition (EUR 605 million), the InBev and AmBev share buyback programme (EUR 656 million), additional purchases of shares in Oriental Brewery (EUR 28 million) and InBev Germany Holding GmbH (EUR 68 million) and dividend payments (EUR 617 million), which were only partly offset by the impact of changes in foreign exchange rates (EUR 250 million). Consolidated equity attributable to equity holders of InBev as at 31 December 2006 was EUR 12,262 million, compared with EUR 11,471 million at 31 December 2005, which included a negative foreign exchange translation adjustment of EUR 353 million primarily as a result of the weakening of the closing rates of the Brazilian real, the Canadian dollar and the U.S. dollar. Note that further details on equity movements can be found in note 21 to InBev’s audited consolidated financial statements for the years ended 31 December 2007 and 2006.

Market risk, hedging and financial instruments InBev is exposed to foreign currency, interest rate, commodity price and other risks in the normal course of its business. InBev analyses each of these risks individually as well as on an interconnected basis, and defines strategies to manage the economic impact on its performance in line with its financial risk management policy. The risk management committee meets on a frequent basis and is responsible for reviewing the results of the risk assessment, approving recommended risk management strategies, monitoring compliance with the financial risk management policy and reporting to the Finance Committee of the Board of Directors. InBev uses derivative financial instruments to manage actual foreign currency, interest rate, commodity price and credit risks arising in the normal course of business. InBev does not, as a matter of policy, make use of derivative financial instruments in the context of trading. Financial markets experienced greater volatility in the first nine months of 2008 than in recent years, which InBev addressed and is continuing to address through its existing risk management policies. Please refer to note 28 to InBev’s audited consolidated financial statements for the years ended 31 December 2007 and 2006 and note 27 to InBev’s audited consolidated financial statements for the year ended 31 December 2005 for a fuller discussion on the market risks to which InBev is subject and its policies with respect to managing those risks.

Foreign currency risk InBev is exposed to foreign currency risk on borrowings, investments, (forecasted) sales, (forecasted) purchases, royalties, dividends, licences, management fees and interest expense/income whenever they are denominated in a currency other than the functional currency of the subsidiary. To manage this risk, InBev primarily makes use of forward exchange contracts, exchange traded foreign currency futures and cross currency interest rate swaps. As far as foreign currency risk on firm commitments and forecasted transactions is concerned, InBev’s policy is to hedge operational transactions which are reasonably expected to occur (e.g. cost of goods sold and selling, general and administrative expenses) within a maximum of 15 months. Operational transactions that are certain (such as capital expenditure) are hedged without any limitation in time. Non-operational transactions (such as acquisitions and disposals of subsidiaries) are hedged as soon as they are certain. Although InBev systematically hedges its transactional foreign exchange exposure, it does not hedge translational exposure. As at the end of October 2008, InBev had locked in all of its anticipated Brazilian real/USD transactional exposure for 2009 at an average forward rate of 1.88 Brazilian real per USD (which is equivalent to an average spot rate of 1.74 Brazilian real per USD), which is 5.8 per cent. lower than the 2.00 Brazilian real per USD average rate for 2008. Other exposures such as USD/Argentine peso, USD/Ruble, EUR/Ruble, EUR/Romanian Leu, EUR/Ukrainian Hryvnia had been either fully or mostly covered for 2009 before the market turmoil in September and October 2008 at rates in line with 2008 averages and therefore with no material transactional impact. Due to InBev’s policy of using derivatives

159 conservatively, the market volatility in September and October 2008 has not negatively impacted its liquidity. Further, in line with InBev’s risk management policy, InBev has matched sources and uses of proceeds for the Rights Issue by pre hedging its exposure to the foreign exchange rate between the euro and the U.S. dollar at an average all in rate of USD 1.5409 per euro. Since the Rights Issue is in euro and the purchase of Anheuser-Busch shares has been executed in U.S. dollars, those hedging arrangements will effectively result in a lower number of new shares being issued in comparison to the number that would have been issued based on market foreign exchange rates at the time of the Rights Issue. Interest rate risk InBev is exposed to interest rate risk on its variable-rate interest-bearing financial liabilities. As of 30 September 2008, after certain hedging and fair value adjustments, EUR 6,323 million, or 73.4 per cent., of InBev’s interest-bearing financial liabilities (which include loans, borrowings and back overdrafts) bore a variable interest rate. InBev applies a dynamic interest rate hedging approach where the target mix between fixed and floating rate is reviewed periodically. The purpose of InBev’s policy is to achieve an optimal balance between cost of funding and volatility of financial results, while taking into account market conditions as well as InBev’s overall business strategy. From time to time, InBev enters into interest rate swap agreements and forward rate agreements to manage its interest rate risk, and also enter into cross currency interest rate swap agreements to manage both its foreign currency risk and interest rate risk on interest-bearing financial liabilities denominated in non-euro currencies. Commodity price risk The commodity markets have experienced and are expected to continue to experience price fluctuations. InBev therefore uses both fixed price purchasing contracts and commodity derivatives to minimise exposure to commodity price volatility. InBev has important exposures to the following commodities: aluminium, cans, corn grits, corn syrup, corrugated, bottle caps, glass, hops, labels, malt and wheat. As of 31 December 2007, InBev had the following commodity derivatives outstanding: aluminium swaps for EUR 182 million notional amount (as compared to EUR 142 million at 31 December 2006), exchange traded sugar futures for EUR 41 million notional amount (as compared to EUR 45 million at 31 December 2006) and exchange traded wheat futures for EUR 12 million notional amount (as compared to EUR 27 million at 31 December 2006). As of 30 September 2008, the outstanding notional amounts of InBev’s commodity derivatives were aluminium swaps for EUR 235 million notional amount, exchange traded sugar futures for EUR 62 million notional amount and exchange traded wheat futures for EUR 56 million notional amount. In conformity with the IAS 39 hedge accounting rules, these hedges are designated as cash flow hedges. Contractual obligations and contingencies Contractual obligations The following table reflects certain of InBev’s contractual obligations, and the effect such obligations are expected to have on its liquidity and cash flow in future periods, as at 30 June 2008 (the most recent date as of which such data is available): Payment Due By Period Less than More than Total(1) 1 year 1-2 years 2-5 years 5 years (EUR million) Secured bank loans ...... (429) (260) (124) (43) (2) Unsecured bank loans ...... (6,887) (2,590) (439) (3,112) (746) Unsecured bond issues ...... (2,670) (341) (814) (537) (978) Unsecured other loans ...... (162) (25) (26) (83) (28) Secured bank facilities ...... ————— Bank overdraft ...... (304) (304) — — — Finance lease liabilities ...... (15) (9) (2) (4) — Operating lease liabilities ...... (1,380) (147) (121) (363) (749) Trade & other payables ...... (4,178) (4,161) (8) (6) (3) Total ...... (16,025) (7,837) (1,534) (4,148) (2,506)

Note: (1) ‘‘Total’’ amounts refer to non-derivative financial liabilities including interest payments.

160 Please refer to ‘‘Description of InBev – Operating and Financial Review of InBev – Funding sources – Borrowings’’ for further information regarding InBev’s short term borrowings and long term debt. Please refer to note 28 to InBev’s audited consolidated financial statements for the years ended 31 December 2007 and 2006, and in particular the discussions therein on ‘‘Liquidity Risk’’, for more information regarding the maturity of InBev’s contractual obligations, including interest payments and derivative financial assets and liabilities. Please refer to note 24 to InBev’s audited consolidated financial statements for the years ended 31 December 2007 and 2006 for further information on its employee benefit obligations and note 29 to InBev’s audited consolidated financial statements for the years ended 31 December 2007 and 2006 for more information regarding InBev’s operating lease obligations.

Collateral and contractual commitments The following table reflects InBev’s collateral and contractual commitments for the acquisition of property, plant and equipment, loans to customers and other, as at 31 December 2007 and 2006 and as at 30 September 2008 and 2007:

Nine months ended Year ended 31 December 30 September (audited) (unaudited) 2007 2006 2008 2007 (EUR million) Collateral given for own liabilities ...... 436 405 476 360 Collateral and financial guarantees received for own receivables and loans to customers ..... 199 207 135 136 Contractual commitments to purchase property, plant and equipment ...... 237 230 103 185 Contractual commitments to acquire loans to customers ...... 182 187 171 187 Other commitments ...... 313 55 277 327

Contingencies InBev is subject to various contingencies with respect to tax, labour, distributors and other claims. Due to their nature, such legal proceedings and tax matters involve inherent uncertainties including, but not limited to, court rulings, negotiations between affected parties and governmental actions. To the extent that InBev believes these contingencies will probably be realised, they have been recorded in its balance sheet. To the extent that InBev believes that the realisation of a contingency is possible (but not probable) and is above a materiality threshold of EUR 50 million, it has disclosed the same in the notes accompanying its consolidated financial statements (see note 16 to InBev’s unaudited condensed consolidated interim financial statements for the nine-month period ended 30 September 2008 and note 31 to InBev’s audited consolidated financial statements for the years ended 31 December 2007 and 2006). Out of approximately 18,000 claims, InBev has a total of approximately 8,100 whose realisation InBev believes to be possible (but not probable). Approximately 98 per cent. of such claims relate to AmBev and each is below EUR 50 million. The maximum aggregate exposure under all such possible claims is approximately EUR 1.05 billion as of 30 September 2008. In accordance with IAS 37, no provisions are booked for claims whose realisation InBev believes to be possible (but not probable).

Outlook and trend information Anheuser-Busch InBev’s brand strategy is to continue focusing on the brands which it believes have the greatest growth potential within each relevant consumer segment. Anheuser-Busch InBev believes that the Acquisition and further expansion of its current programmes such as Values Based Brands, Zero Base Budgeting and Voyager Plant Optimisation will further enable Anheuser-Busch InBev to deliver on its commitment to achieve sustainable organic volume and profit growth, as well as continued EBITDA margin expansion.

161 In addition to running its global operations, Anheuser-Busch InBev’s focus for Anheuser-Busch InBev will be threefold: (i) integrating the businesses, (ii) deleveraging Anheuser-Busch InBev and (iii) delivering the expected synergies. Cash flow generation will be a top priority in this regard, and Anheuser-Busch InBev believes that it will be well equipped to execute this plan. Anheuser-Busch InBev believes that its people are its only long-term and sustainable competitive advantage for achieving its dream to be the best beer company in a better world. In challenging times, Anheuser-Busch InBev will count on the strong alignment of great people more than ever to continue to deliver on its commitments. Anheuser-Busch InBev remains committed to generating long-term value for its shareholders.

Off-balance sheet arrangements InBev does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. Please refer to ‘‘Description of InBev – Operating and Financial Review of InBev – Contractual obligations and contingencies – Collateral and contractual commitments’’ for a description of certain collateral and contractual commitments to which InBev is subject.

Principal Shareholders Shareholding structure The following table shows the shareholding structure of Anheuser-Busch InBev based on (i) the notification made to the CBFA and to InBev on 22 December 2008 by the following shareholders in accordance with Article 74, §8 of the Belgian Law of 1 April 2007 on public takeover bids and (ii) the number of shares outstanding on 16 December 2008. The first seven entities mentioned in the table act in concert and hold 887,221,530 shares, representing 55.36 per cent. of the voting rights attached to the shares.

Per cent. of the voting rights attached to the shares held, based on 1,602,427,569 Total number of shares outstanding shares held on on 16 December Anheuser-Busch InBev shareholders 22 December 2008 2008 Stichting InBev, a stichting incorporated under Dutch law(1) ..... 736,902,400(2) 45.99% Eugenie´ Patri Sebastien´ S.A. (‘‘EPS’’), a company incorporated under Luxembourg law affiliated to Stichting InBev that it jointly controls with BRC S. a` R.L...... 116,160,336 7.25% Rayvax Societ´ e´ d’Investissement NV/SA (‘‘Rayvax’’), a company incorporated under Belgian law ...... 13,734,410 0.86% Fonds Voorzitter Verhelst SPRL, a company with a social purpose incorporated under Belgian law ...... 7,147,665 0.45% Fonds InBev-Baillet Latour SPRL, a company with a social purpose incorporated under Belgian law ...... 5,485,415 0.34% BRC S. a` R.L. (‘‘BRC’’), a company incorporated under Luxembourg law, affiliated to Stichting InBev that it jointly controls with EPS(4) ...... 7,306,510 0.46% Sebastien´ Holding NV/SA, a company incorporated under Belgian law, affiliated to Rayvax, its parent company ...... 484,794 0.03% Anheuser-Busch InBev SA/NV ...... 11,815,726 0.74%(3) Brandbrew S.A., a company incorporated under Luxembourg law and a subsidiary of InBev ...... 8,747,277 0.55%(3) Total ...... 907,784,533 56.67%(3)

Notes: (1) See ‘‘Description of InBev – Principal Shareholders – Controlling Shareholder’’.

162 (2) See ‘‘Description of InBev – Principal Shareholders – Shareholders’ arrangements’’. (3) The voting rights attached to the shares held by Anheuser-Busch InBev and Brandbrew S.A. are suspended in accordance with the Belgian Companies Code. (4) BRC is jointly controlled by Jorge Lemann, Carlos Sicupira and Marcel Telles, directors of InBev.

Controlling Shareholder The Controlling Shareholder of Anheuser-Busch InBev is Stichting InBev, a foundation (stichting) incorporated under the laws of the Netherlands, which represents an important part of the interests of the Belgian founding families of InBev (mainly represented by EPS) and the interests of the Brazilian families which were previously the controlling shareholders of AmBev (represented by BRC). As of 22 December 2008, Stichting InBev owned 736,902,400 shares, which represented a 45.99 per cent. voting interest in InBev based on the number of shares outstanding on 30 September 2008. Stichting InBev and certain other entities acting in concert with it (see ‘‘Description of InBev – Principal Shareholders – Shareholders’ arrangements’’) held, in the aggregate, 55.36 per cent. of the shares based on the number of InBev Shares outstanding on 16 December 2008. Stichting InBev is governed by its bylaws and its conditions of administration. The objective of Stichting InBev is to ensure the control and the stability of the core shareholding of InBev and to participate in the continuing development of a world leader in the brewing industry.

Shareholders’ arrangements In connection with the combination of Interbrew with AmBev, BRC, EPS, Rayvax and Stichting InBev entered into a shareholders’ agreement (the ‘‘Shareholders’ Agreement’’) on 2 March 2004 which provides for BRC and EPS to hold their interests in InBev through Stichting InBev (except for approximately 116 million InBev Shares that are held by EPS and except for approximately 7 million shares that are held by BRC (see ‘‘Description of InBev – Principal Shareholders – Shareholding structure’’)) and addresses, among other things, certain matters relating to the governance and management of Stichting InBev and InBev as well as the transfer of the Stichting InBev certificates. BRC currently holds 368,451,200 class B Stichting InBev certificates (indirectly representing 368,451,200 InBev Shares) and EPS currently holds 368,451,200 class A Stichting InBev certificates (indirectly representing 368,451,200 shares). Pursuant to the terms of the Shareholders’ Agreement, BRC and EPS jointly and equally exercise control over Stichting InBev and the shares held by Stichting InBev. Among other things, BRC and EPS have agreed that Stichting InBev will be managed by an eight-member Board of Directors and that each of BRC and EPS will have the right to appoint four directors to the Stichting InBev Board. At least seven of the eight Stichting InBev directors must be present in order to constitute a quorum, and any action to be taken by the Stichting InBev Board will, subject to certain qualified majority conditions, require the approval of a majority of the directors present, including at least two directors appointed by BRC and two appointed by EPS. Subject to certain exceptions, all decisions of Stichting InBev with respect to the InBev Shares it holds, including how Stichting InBev’s shares will be voted at all Shareholders’ Meetings of InBev will be made by the Stichting InBev Board. The Shareholders’ Agreement requires the Stichting InBev Board to meet prior to each Shareholders’ Meeting of Anheuser-Busch InBev to determine how Stichting InBev’s shares will be voted. In addition, the Shareholders’ Agreement requires EPS and BRC and their permitted transferees under the Shareholders’ Agreement whose shares are not held through Stichting InBev to vote their shares in the same manner as the shares held by Stichting InBev and to effect any transfers of their shares in an orderly manner of disposal that does not disrupt the market for the shares and in accordance with any conditions established by InBev to ensure such orderly disposal. In addition, under the Shareholders’ Agreement, EPS and BRC agree not to acquire any shares of capital stock of AmBev, subject to limited exceptions. Pursuant to the Shareholders’ Agreement, the Stichting InBev Board proposes the nomination of eight directors to the InBev Shareholders’ Meeting, among which each of BRC and EPS have the right to nominate four directors. In addition, the Stichting InBev Board proposes the nomination of four to six independent directors who are independent of shareholders exercising a decisive or significant influence over InBev’s policy and are specifically chosen for their particular professional expertise.

163 The Shareholders’ Agreement will remain in effect for an initial term of 20 years starting from 27 August 2004. Thereafter it will be automatically renewed for successive terms of 10 years each unless, not later than two years prior to the expiration of the initial or any successive 10-year term, either BRC or EPS notifies the other of its intention to terminate the Shareholders’ Agreement. In addition, Stichting InBev has entered into voting agreements with Fonds InBev-Baillet Latour SPRL and Fonds Voor Zitter Verhelst SPRL. These agreements provide for consultations between the three bodies before any Shareholders’ Meeting to decide how they will exercise the voting rights attached to the shares. These agreements will expire on 16 October 2016, but are renewable. In order to facilitate their participation in the Rights Issue, on 14 November 2008, EPS and BRC entered into an amended and restated amendment (‘‘Amendment No. 1’’) to the Shareholders’ Agreement. By exception to the rule that Stichting InBev may not transfer certificated shares for the duration of the Shareholders’ Agreement, Amendment No. 1 allows each of EPS and BRC to finance its participation in the Rights Issue by withdrawing all or a portion of its shares held through Stichting InBev and either pledging those shares to a lender pursuant to a financing arrangement or selling those shares pursuant to a private placement in order to subscribe for additional shares in the Rights Issue. All shares so pledged must be transferred to Stichting InBev and certificated once the pledge has been granted or the sale completed. In addition, EPS and BRC have agreed to transfer a portion of the new shares they will subscribe for in the Rights Issue to Stichting InBev, as a result of which they will each hold the same aggregate number of shares through Stichting InBev. The Amendment No. 1 also permits EPS and BRC to sell from time to time, subject to certain limitations, a portion of its shares held through Stichting InBev in order to reimburse funds under the relevant financing arrangement or a refinancing thereof. EPS and BRC are not allowed to voluntarily withdraw shares from Stichting InBev for this purpose if, and to the extent that as a result of such sale, the relevant party would hold less than 15 per cent. of the shares outstanding at such time through Stichting InBev.

Management and Corporate Governance Administrative, management, supervisory bodies and senior management structure The management structure of Anheuser-Busch InBev is a ‘‘one-tier’’ governance structure composed of a Board of Directors, a Chief Executive Officer responsible for the day-to-day management of Anheuser-Busch InBev and an Executive Board of Management chaired by the Chief Executive Officer.

Board of Directors Role and responsibilities, composition, structure and organisation The role and responsibilities of the Board, its composition, structure and organisation are described in detail in Anheuser-Busch InBev’s Corporate Governance Statement. The Anheuser-Busch InBev Board of Directors is composed of a maximum of 14 members. Immediately prior to the completion of the Acquisition, there were 12 directors, all of whom were non-executive. Pursuant to the Shareholders’ Agreement the holder of the class B Stichting InBev certificates and the holder of the class A Stichting InBev certificates each have the right to nominate four directors. The Stichting InBev Board (which consists of eight directors, four of which are appointed by the holder of class B certificates and four of which are appointed by the holder of class A certificates) nominates four to six independent directors who are independent of shareholders exercising a decisive or significant influence over Anheuser-Busch InBev’s policy and are specifically chosen for their particular professional expertise. As a consequence, Anheuser-Busch InBev’s Board structure immediately prior to the completion of the Acquisition was composed of four members nominated by EPS (which represents Interbrew’s Belgian founding families), four members nominated by BRC (which represents the Brazilian families that were previously the controlling shareholders of AmBev) and four independent directors. The independent directors are proposed by Anheuser-Busch InBev’s Compensation and Nominating Committee and are subsequently elected by Anheuser-Busch InBev’s Shareholders’ Meeting (where the Controlling Shareholder has the majority of the votes). Following completion of the Acquisition, the

164 Board of Anheuser-Busch InBev has been enlarged to 13 through the addition of the former Anheuser- Busch President and CEO, August Busch IV, and will be further enlarged to 14 through the addition of one other former member of Anheuser-Busch’s Board of Directors to be appointed in due course. Directors are appointed for a maximum term of three years. The upper age limit for the directors is 70, although exceptions can be made in special circumstances. When an independent director has served on the Board for three terms, the proposal to renew his mandate as independent director will expressly indicate why the Board considers that his independence as a director is preserved. The appointment and renewal of a director is based on a recommendation of the Compensation and Nominating Committee, and is subject to approval by the Shareholders’ Meeting. The Anheuser-Busch InBev Board is the ultimate decision-making body of the Company, except for the powers reserved to the Shareholders’ Meeting by law, or as specified in the articles of association. The Board meets as frequently as the interests of the Company require. In addition, special meetings of the Board of Directors may be called and held at any time upon the call of either the Chairman or at least two directors. Board meetings are based on a detailed agenda specifying the topics for decision and those for information. Decisions of the Anheuser-Busch InBev Board are made by a simple majority of the votes cast. The composition of the Anheuser-Busch InBev Board of Directors is currently as follows:

Principal function Initially Term Name within the Company Nature of directorship appointed expires August Busch IV Director Non-executive 2008 2011 Jean-Luc Dehaene Independent director Non-executive 2001 2010 Stefan´ Descheemaeker Director Non-executive, nominated by the holders of 2008 2011 class A Stichting InBev certificates Peter Harf Independent director Non-executive, Chairman of the Board 2002 2011 Marcel Herrmann Director Non-executive, nominated by the holders of 2004 2010 Telles class B Stichting InBev certificates Jorge Paulo Lemann Director Non-executive, nominated by the holders of 2004 2010 class B Stichting InBev certificates Arnoud de Pret Roose Director Non-executive, nominated by the holders of 1990 2011 de Calesberg class A Stichting InBev certificates Gregoire´ de Spoelberch Director Non-executive, nominated by the holders of 2007 2010 class A Stichting InBev certificates Kees J. Storm Independent director Non-executive 2002 2011 Roberto Moses Director Non-executive, nominated by the holders of 2004 2010 Thompson Motta class B Stichting InBev certificates Alexandre Van Damme Director Non-executive, nominated by the holders of 1992 2010 class A Stichting InBev certificates Carlos Alberto da Director Non-executive, nominated by the holders of 2004 2010 Veiga Sicupira class B Stichting InBev certificates Mark Winkelman Independent director Non-executive 2004 2010 The business address for all directors is at Grand-Place/Grote Markt 1, 1000 Brussels, Belgium. Mr. Busch IV has held a variety of positions in Anheuser-Busch management, brewing, operations and marketing. He was born in 1964 and is a U.S. citizen. He holds an M.B.A. from St. Louis University, a brewmaster’s degree from the International Brewing Institute in Berlin and graduated magna cum laude with a bachelor’s degree in finance from St. Louis University. He holds an honorary doctorate of business administration from Webster University. Mr. Busch IV serves on the Board of FedEx Corp. Mr. Dehaene is an independent Board member. Born in 1940, he has served on the Board since 2001. He is an eminent Belgian politician and member of the European Parliament. He is also a Board member of Umicore, Thrombogenics and Lotus Bakeries (Belgium).

165 Mr. Descheemaeker is a representative of the main shareholders (nominated by EPS). Born in 1960, Mr. Descheemaeker joined Interbrew in 1996. He began his professional career with the Belgian Ministry of Finance, from where he moved on to Banque Paribas. A Belgian citizen, Mr. Descheemaeker holds a degree in Commercial Engineering from Solvay Business School, Brussels. At Interbrew he led Business Development and External Growth Strategy from 1996 to 2004. He was appointed Zone President U.S. & Latin America in September 2003. In January 2005 Mr. Descheemaeker became Zone President Central & Eastern Europe. In December 2005 his responsibilities shifted to the Western European Zone and he was also appointed member of the Convergence Committee. Mr. Harf is an independent Board member (Chairman). Born in 1946, he is a German citizen and Chairman of Coty, a global cosmetics group. He is also the Chairman and Chief Executive Officer of Joh. A. Benckiser SE and Deputy Chairman of the Reckitt Benckiser Group plc, the world’s number one producer of household cleaning products. Mr. Herrmann Telles is a representative of the main shareholders (nominated by BRC). Born in 1950, he has been a member of the Board of Directors of AmBev since 2000. Mr. Telles has a degree in economics from Universidade Federal do Rio de Janeiro, and attended the Owners/Presidents Management Programme at the Harvard Business School. Mr. Lemann is a representative of the main shareholders (nominated by BRC). Born in Brazil in 1939, he graduated from Harvard University, A.B. 1961. He founded and was senior partner of Banco de Investimentos Garantia S.A. in Brazil from 1971 to June 1998, when it was sold to Credit Suisse First Boston. Until early 2005 he was a director of The Gillette Company in Boston, Swiss Re in Zurich, Chairman of the Latin American Advisory Committee of the NYSE and director of Lojas Americanas, a Brazilian retailer. He resigned from these Boards to concentrate on his beer investments at InBev. In 2004 Mr. Lemann aligned his AmBev beer interests with those of Interbrew of Belgium to help create InBev. He is also a Board member of Funda¸cao˜ Estudar, provider of scholarships for Brazilians and a member of the Harvard Business School’s Board of Dean’s Advisors. Mr. de Pret Roose de Calesberg is a representative of the main shareholders (nominated by EPS). Born in 1944, he graduated as a commercial engineer from the University of Leuven (Belgium) and has been a director of Anheuser-Busch InBev since 1990. He first joined the Board of Brasseries Artois S.A. as ‘‘Commissaire’’ in the late seventies, but resigned when the Belgian law concerning the presence of ‘‘commissaires’’ who represent the shareholders at the Board was changed. From 1972 until 1978 Mr. de Pret served as Corporate Account Manager at Morgan Guaranty Trust Company of New York and from 1978 until 1981 he was Treasurer at the Cockerill-Sambre steel company (Belgium). Between 1981 and 1990 he held various finance positions with UCB (Belgium), first as Treasurer and then as Chief Financial Manager and member of the Executive Committee. In 1990 Mr. de Pret joined Societ´ e´ Gen´ erale´ de Belgique as the Corporate Finance Officer. From 1991 to 2000 he was a member of the Executive Committee of Union Miniere` (the company now known as Umicore) (Belgium), as well as Corporate Vice-President Finance, and in 1992 he became Chief Financial Officer. Today, Mr. de Pret holds several Boards and Committees mandates: Delhaize Group (Board and Audit Committee), Umicore (Board and Audit Committee), Sibelco (Board and Audit Committee), L’Integrale (Board and Finance Committee), Euronext (Supervisory Board), Lesaffre & Cie (Board and Finance Committee) and Sebastien´ Holding (Chairman of the Board). Mr. de Spoelberch is a representative of the main shareholders (nominated by EPS). Born in 1966, he is a Belgian citizen and an active private equity shareholder. Recent activities include shared CEO responsibilities for Lunch Garden, the leading Belgian self-service restaurant chain. He is a Board member of several family-owned companies, such as EPS (InBev), Verlinvest, Orpar (Remy Cointreau) and Cobehold (Cobepa). He holds an M.B.A. from INSEAD, Fontainebleau France. Mr. Storm is an independent Board member. Born in 1942, he is a Dutch citizen and is the retired Chairman of the Executive Board of Directors of AEGON, one of the world’s largest insurance groups. He is also Chairman of the Supervisory Board of KLM, the airline carrier of the Netherlands, Vice-Chairman of the Supervisory Board of PON Holdings and member of the Supervisory Board of AEGON, Baxter Intl (member of the Audit Committee) and Unilever (Chairman Audit Committee).

166 Mr. Thompson Motta is representative of the main shareholders (nominated by BRC). Born in 1957, he has been a director of Anheuser-Busch InBev since 2004. Mr. Thompson Motta is a founder and Board member of GP Investments Ltd. (Bermuda) and is also a Board member of Lojas Americanas S.A. and Sao˜ Carlos S.A. He holds a degree in mechanical engineering from Pontificia Universidade Catolica´ do Rio de Janeiro, and an M.B.A. from the Wharton School of the University of Pennsylvania. Mr. Van Damme is a representative of the main shareholders (nominated by EPS). Born in 1962, he has been a director of Anheuser-Busch InBev since 1992. Until 1991 he held various operational positions within Anheuser-Busch InBev, including Head of Corporate Planning and Strategy. He has managed several private venture holding companies and currently is a director of Patri S.A. (Luxembourg). Mr. Van Damme holds a degree in Business Administration from the University of Brussels (Belgium). Mr. da Veiga Sicupira is a representative of the main shareholders (nominated by BRC). Born in 1948, he has been Chairman of Lojas Americanas since 1981, where he served as Chief Executive Officer until 1992. He has been a Board member of AmBev since 1990, a Board member of Quilmes since 2002 and a member of the Board of Dean’s Advisors of Harvard Business School since 1998. Mr. Winkelman is an independent Board member. Born in 1946, he is a citizen of the Netherlands. He served as a Management Committee member of Goldman Sachs & Co. from 1988 to 1994, where he is now a Senior Director. Mr. Winkelman is also an Operating Partner at J. C. Flowers & Co, a private equity firm in New York City. He holds a degree in Economics from the Erasmus University in Rotterdam, and an M.B.A. from the Wharton School at the University of Pennsylvania, where he is a Trustee. Before joining Goldman Sachs in 1978, he served at the World Bank for four years as a Senior Investment Officer.

General information on the directors In relation to each of the members of the Anheuser-Busch InBev Board of Directors, other than as set out below, Anheuser-Busch InBev is not aware of (i) any convictions in relation to fraudulent offences in the last five years, (ii) any bankruptcies, receiverships or liquidations of any entities in which such members held any office, directorships, or partner or senior management positions in the last five years, or (iii) any official public incrimination and/or sanctions of such members by statutory or regulatory authorities (including designated professional bodies), or disqualification by a court from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer for at least the previous five years. In October 2008, Mssrs. Lemann, Telles and Sicupira were notified by the Brazilian Securities Commission (CVM) that it has decided to initiate a formal regulatory inquiry against them regarding (i) the potential use of privileged information in relation to the trading of AmBev shares between May 2003 and March 2004 and (ii) the way certain information regarding AmBev was disclosed to the Brazilian market in March 2004. Mssrs. Lemann, Telles and Sicupira believe that this inquiry is without merit and intend to present their defence in due course. No director has any conflicts of interests between any duties the director owes to Anheuser-Busch InBev and any private interests and/or other duties. No director has a family relationship with any other director or member of executive management. Other than set out in the table below, no director has, at any time in the previous five years, been a member of the administrative, management or supervisory bodies or partner of any companies or partnerships. Over the five years preceding the date of this Base Prospectus, the directors hold or have held the following main directorships (apart from their directorships of Anheuser-Busch InBev and its subsidiaries) or memberships of administrative, management or supervisory bodies and/or partnerships:

Name Current Past August Busch IV FedExCorp., Grupo Modelo — Jean-Luc Dehaene Umicore, Lotus Bakeries, Thrombogenics, Koning Boudewijn Stichting/ Telindus and Domo Fondation Roi Baudouin and College of Europe, Dexia Bank SA/NV Stefan´ Descheemaeker EPS, Delhaize Group and Stichting InBev — Peter Harf Reckitt Benckiser, Coty, Labelux, DKMS Deutsche Brunswick Knochenmarkspenderdatei and DKMS Americas

167 Name Current Past Marcel Herrmann Telles Lojas Americanas S.A., 3G Capital, Inc., Instituto de Desenvolvimento Sao˜ Carlos Gerencial – INDG, Funda¸cao˜ Estudar, Instituto Social Maria Telles, Empreendimentos e Stichting InBev and Instituto Veris – IBMEC Sao˜ Paulo Participa¸coes˜ S.A., Editora Abril S.A. and GP Investimentos Jorge Paulo Lemann Harvard Business School’s Board of Dean’s Advisors, 3G Capital, Inc., Lojas Americanas S.A., Funda¸cao˜ Estudar, Funda¸cao˜ Lemann, Stichting InBev and Instituto Sao˜ Carlos Veris – IBMEC Sao˜ Paulo Empreendimentos e Participa¸coes˜ S.A., GP Investimentos, The Gillette Company, Swiss Re, DaimlerChrysler (International Advisory Board), NYSE (Latin American Advisory Board) Arnoud de Pret Roose Delhaize Group, Umicore, UCB, Sibelco, L’Integrale´ Caisse Commune — de Calesberg d’Assurances, Lesaffre & Cie, Stichting InBev, EPS, Rayvax, Sebastien´ Holding S.A., Multifin S.A., IMCC S.A., Immobiliere` d’Haltinne S.A., Solieres` Conseil S.A., Amelie-Fin´ S.A., Adrien Invest S.C.R.L., Coqueray S.A., Euronext B.V., Comprendre et Parler ASBL and Fondation InBev Baillet-Latour ASBL Gregoire´ de Spoelberch Agemar S.A., Wernelin S.A., Fiprolux S.A., EPS, Stichting InBev, G.D.S. Atanor(1), Amantelia(1) Consult, Cobehold, Compagnie Benelux Participations, Vervodev, and Demeter Finance(1) Wesparc, Groupe Josi(1), Financiere` Stockel(1), Immobiliere` du Canal(1), Lunch Garden Services(1), Lunch Garden(1), Lunch Garden Management(1), Lunch Garden Finance(1), Lunch Garden Concepts(1), HEC Partners(1), Q.C.C.(1), A.V.G. Catering Equipment(1), Immo Drijvers- Stevens(1), Elpo-Cuisinex Wholesale(1), Verlinvest(1) and Midi Developpement(1) Kees J. Storm Unilever N.V., Unilever Plc, Baxter International Inc., Pon Royal Wessanen N.V. Holdings B.V., AEGON N.V. and Koninklijke Luchtvaart and Laurus N.V. Maatschappij N.V. Roberto Moses Sao˜ Carlos Empreendimentos e Participa¸coes˜ S.A., Lojas Mcom Wireless Ltda. Thompson Motta Americanas S.A., B2W Companhia Global do Varejo, 3G Capital, Inc., and LPDS Stichting InBev and GP Investment Limited Participa¸coes˜ S.A. Alexandre Van Damme Royal Sporting Club Anderlecht, Stichting InBev and EPS Carlos Alberto da Veiga B2W Companhia Global do Varejo, Sao˜ Carlos Empreendimentos e ALL America´ Latina Sicupira Participa¸coes˜ S.A., Lojas Americanas S.A., 3G Capital, Inc., Instituto de Log´ıstica S.A., GP Desenvolvimento Gerencial – INDG, Movimento Brasil Competitivo – Investimentos and MBC, Funda¸cao˜ Estudar, Funda¸cao˜ Brava, Stichting InBev and Instituto Harvard Business Veris – IBMEC Sao˜ Paulo School’s Board of Dean’s Advisors Mark Winkelman Goldman, Sachs & Co., J. C. Flowers & Co. and University of Select Reinsurance, Ltd. Pennsylvania

Note: (1) As permanent representative.

Chief Executive Officer and Executive Board of Management Role and responsibilities, composition, structure and organisation Anheuser-Busch InBev’s Chief Executive Officer is responsible for the day-to-day management of Anheuser-Busch InBev. He has direct operational responsibility for Anheuser-Busch InBev and oversees the organisation and efficient day-to-day management of subsidiaries, affiliates and joint ventures. The Chief Executive Officer is responsible for the execution and management of the outcome of all Board decisions. He is appointed and removed by the Board of Directors and reports directly to it. The Chief Executive Officer leads an Executive Board of Management which comprises six global functional heads and six geographic business zone presidents.

168 The Executive Board of Management reports to the Chief Executive Officer and enables the Chief Executive Officer to properly perform his duties of daily management. Although exceptions can be made in special circumstances, the upper age limit for the members of the Executive Board of Management is 65, unless their employment contract provides otherwise. The Anheuser-Busch InBev Executive Board of Management consists of the following members:

Name Function Carlos Brito ...... Chief Executive Officer Felipe Dutra ...... Chief Finance Officer Claudio Braz Ferro ...... Chief Supply Officer Chris Burggraeve ...... Chief Marketing Officer Sabine Chalmers ...... Chief Legal and Corporate Affairs Officer Claudio Garcia ...... Chief People and Technology Officer Jo Van Biesbroeck ...... Chief Sales Officer Alain Beyens ...... Zone President Western Europe Miguel Patricio ...... Zone President Asia Pacific Francisco Sa...... ´ Zone President Central & Eastern Europe Bernardo Pinto Paiva ...... Zone President Latin America South Joao˜ Castro Neves ...... Zone President Latin America North Luiz Fernando Edmond ...... Zone President North America Carlos Brito is the Chief Executive Officer of the Company. Born in 1960, Mr. Brito joined AmBev in 1989. His prior companies were Shell Oil and Daimler Benz. A Brazilian citizen, Mr. Brito holds a degree in Mechanical Engineering from the Federal University of Rio de Janeiro and an MBA from Stanford University. At AmBev, he held various positions in Finance, Operations and Sales, before being appointed Chief Executive Officer in January 2004. Prior to his appointment as InBev’s Chief Executive Officer in December 2005, Mr. Brito was nominated Zone President North America when InBev was formed in August 2004. Felipe Dutra is the Chief Financial Officer of the Company. Born in 1965, Mr. Dutra joined AmBev in 1990 from Aracruz Cellulose. A Brazilian citizen, Mr. Dutra holds a Major in Economics from Candido Mendes and an MBA in Controlling from the University of Sao˜ Paulo. At AmBev, he held various positions in Treasury and Finance before being appointed General Manager of AmBev’s subsidiary, Fratelli Vita. In 1999 Mr. Dutra was appointed AmBev’s Chief Financial Officer; in January 2005 he became InBev’s Chief Financial Officer. Claudio Braz Ferro is the Chief Supply Officer of the Company. Mr. Braz Ferro joined AmBev in 1977. A Brazilian citizen, he holds a degree in industrial chemistry from the Federal University of Santa Maria, Brazil and he also studied brewing science at the Catholic University of Leuven/ Louvain-La-Neuve, Belgium. At AmBev Mr. Braz Ferro held several key positions, including plant manager of the Skol brewery and industrial director of Brahma operations in Brazil. Mr. Braz Ferro also played a key role in structuring the supply organisation when Brahma and Antarctica combined to form AmBev in 2000. He was appointed InBev Chief Supply Officer on 1 January 2007. Chris Burggraeve is the Chief Marketing Officer of the Company. A Belgian citizen, Mr. Burggraeve holds a degree in Applied Economics (International Business) from the Catholic University of Leuven, as well as a Masters in European Economics from the Centre Europeen´ Universitaire in Nancy, France, and a TRIUM Global MBA (offered jointly by London School of Economics, NYU Stern and HEC Paris). Born in 1964, Mr. Burggraeve joined InBev as of November 2007 after a 12+ year international career with The Coca-Cola Company, where he held a number of senior Marketing and General Management roles in various geographies across Europe and Eurasia, including most recently as Group Marketing Director for the European Union Group. Previously he worked for Procter & Gamble Benelux in Brand Management and Innovation. He began his career in consulting and technology start-up companies. Sabine Chalmers is the Chief Legal and Corporate Affairs Officer. Born in 1965, Mrs. Chalmers joined InBev in December 2004 from Diageo plc, where she held a number of senior legal positions in various geographies since 1993, including most recently as General Counsel for Diageo North America. Prior to Diageo, Mrs Chalmers was an associate at the law firm of Lovells in London, specialising in mergers and acquisitions and in commercial property transactions. A German citizen, Mrs. Chalmers

169 holds an LL.B from the London School of Economics. She is qualified as a solicitor in England and is a member of the New York State Bar. She provides leadership and expertise with regard to all legal aspects of the operations and structure of the Anheuser-Busch InBev Group and acts as secretary to the Board. Claudio Garcia is the Chief People and Technology Officer. Born in 1968, Mr. Garcia joined AmBev as a trainee in 1991 after receiving a degree in Economics from the Federal University of Rio de Janeiro. A Brazilian citizen, Mr. Garcia held various positions in Finance and Operations before being appointed IT and Shared Services Director in 2002. Mr. Garcia took the position of Chief Information & Services Officer for InBev in January 2005. In September 2006 Mr. Garcia was appointed Chief People and Technology Officer. Jo Van Biesbroeck is the Chief Sales Officer. Born in 1956, Mr. Van Biesbroeck joined Interbrew in 1978 after receiving a degree in Economics from the University of Leuven. A Belgian citizen, Mr. Van Biesbroeck’s career at Interbrew has included various positions in Controlling and Finance. He became Senior Vice President Corporate Strategy in 2003; in December 2004, Mr. Van Biesbroeck was appointed Chief Strategy & Business Development Officer. He took up the position of Chief Sales Officer in May 2006. Alain Beyens is the Zone President Western Europe. Born in 1961, Mr. Beyens joined InBev in 1987. A Belgian citizen, Mr. Beyens holds a degree in Commercial Engineering from the Solvay Business School (Brussels University – VUB) and an MBA from the University of Antwerp. At InBev he held various positions in Distribution and Sales before being appointed General Manager of InBev Belgium in 1999. In 2002 Mr. Beyens became Regional President BeNeFraLux and in 2005 Business Unit President InBev Germany, Italy, Spain, Cuba, France and The Netherlands followed by the position of Zone President Central & Eastern Europe in January 2006. Mr. Beyens was appointed Zone President Western Europe in January 2008. Miguel Patricio is the Zone President Asia Pacific. Born in 1966, Mr. Patricio joined AmBev in 1998. His prior companies included Philip Morris, the Coca-Cola Company in the U.S. and Johnson & Johnson in Brazil, Central America and the U.S. A Portuguese citizen, Mr. Patricio holds a degree in Business Administration from the Sao˜ Paulo Business School. At AmBev Mr. Patricio was Vice President Marketing, before being appointed Vice President Marketing North America in 2005. Subsequently he took the position of Business Unit President for Belgium and Luxembourg and Zone President North America in January 2006. He was appointed Zone President Asia Pacific in January 2008. Francisco Sa´ is the Zone President Central & Eastern Europe. Born in 1965, Mr. Sa´ joined AmBev in 1998. A Brazilian citizen, Mr. Sa´ holds a degree in Civil Engineering from UFBA and an MBA from UC Berkeley (USA). At AmBev he held senior roles including Direct Distribution Manager, Regional Sales Director and, since 2005, VP Soft Drinks for Latin America North (LAN). Mr. Sa´ was appointed Zone President Central & Eastern Europe in January 2008. Bernardo Pinto Paiva is the Zone President Latin America South. Born in 1968, Mr. Pinto Paiva joined AmBev in 1991 as a management trainee. A Brazilian citizen, Mr. Pinto Paiva holds a degree in Engineering from UFRJ and an MBA from PUC, Rio de Janeiro. At AmBev he held leadership positions in Sales, as Head of Sales, but also in Supply, Distribution and Finance. Mr. Pinto Paiva was appointed Zone President North America in January 2008 and the Zone President Latin America South on 8 October 2008 (effective upon the closing of the Merger). Joao˜ Castro Neves is the Zone President Latin America North and AmBev’s Chief Executive Officer. Mr. Castro Neves joined AmBev in 1996. A Brazilian citizen, he holds a degree in engineering from Pontif´ıcia Universidade Catolica´ do Rio de Janeiro and an MBA from the University of Illinois. Mr. Castro Neves held positions in various departments such as Mergers and Acquisitions, Treasury, Investor Relations, Business Development, Technology and Shared Services. Mr. Castro Neves was AmBev’s Chief Financial Officer and Investor Relations Officer before being appointed Zone President Latin America South on 1 January 2007 and Zone President Latin America North and AmBev’s Chief Executive Officer on 8 October 2008 (effective upon the closing of the Merger). Luiz Fernando Edmond is the Zone President North America. Born in 1966, Mr. Edmond joined AmBev in 1990 after starting his professional career with Banco Nacional in Brazil. A Brazilian citizen, Mr. Edmond holds a degree in Production Engineering from the Federal University of Rio de Janeiro. At AmBev he held various positions in the Commercial area, in Operations and in Distribution. He

170 was appointed InBev’s Zone President Latin America in January 2005 and Zone President North America on 8 October 2008 (effective upon the closing of the Merger). In his role of Zone President North America, Mr. Edmond oversees all of Anheuser-Busch InBev’s operations in the United States and Canada. In connection with the Merger, Anheuser-Busch InBev has made, and expects to make, various appointments and modifications to the management in certain of its business zones and subsidiaries, including Anheuser-Busch. For instance, on 8 October 2008, InBev announced its appointment of David A. Peacock (who is not a director of InBev nor a member of the Executive Board of Management) as the president of Anheuser-Busch effective upon closing of the Merger. Mr. Peacock manages all U.S. operations of Anheuser-Busch InBev. Mr. Peacock previously served as Vice President of Marketing of Anheuser-Busch Incorporation and Chief Executive Officer of Wholesaler Equity Development Corp., a wholly owned subsidiary of Anheuser-Busch. Mr. Peacock began working with Anheuser-Busch in 1992 and has held positions in corporate planning, brand management, corporate media and retail sales promotion.

General information on the members of the Executive Board of Management In relation to each of the members of the Executive Board of Management, other than as set out below, Anheuser-Busch InBev is not aware of (i) any convictions in relation to fraudulent offences in the last five years, (ii) any bankruptcies, receiverships or liquidations of any entities in which such members held any office, directorships, or partner or senior management positions in the last five years, or (iii) any official public incrimination and/or sanctions of such members by statutory or regulatory authorities (including designated professional bodies), or disqualification by a court from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer for at least the previous five years. In May 2008, Mr. Dutra received a ‘‘warning’’ from the Administrative Appeal Council for the National Financial System of Brazil (the ‘‘Council’’). A warning, which is the lightest sanction available under applicable Brazilian law, represents the conclusion by the Council that, in its view, a breach has occurred. No fine, or any other consequence, attaches to a warning, other than being deemed a repetitive offender in the event of another breach in the future (and, as such, being then potentially exposed to heavier sanctions than would have been normally associated with such other breach). The warning relates to the reporting in the 2000 financial year financial statements of Industrias de Bebidas Antarctica Polar S.A. (‘‘Polar’’) (a Brazilian company that became a subsidiary of AmBev in 1999) of (i) the net balance (immaterial to AmBev and to Polar) of certain inter-company loans of Polar, and (ii) restatements and other adjustments increasing the amount of certain reserves of Polar, as required by the new statutory auditors of Polar after it became a subsidiary of AmBev, to conform with AmBev accounting practices. Mr. Dutra, who had been appointed as an officer of Polar a few months before the reporting took place, has expressed his intention to challenge the warning in a court of law. In October 2008, Mr. Dutra was notified by the Brazilian Securities Commission (CVM) that it has decided to initiate a formal regulatory inquiry against him (i) in connection with the potential use of privileged information by Mssrs. Lemann, Telles and Sicupira in relation to the trading of AmBev shares between May 2003 and March 2004 and (ii) the way certain information regarding AmBev was disclosed to the Brazilian market in March 2004. Mr. Dutra believes that this inquiry is without merit and intends to present his defence in due course. No member of the Executive Board of Management has any conflicts of interests between any duties he/she owes to the Company and any private interests and/or other duties. No member of the Executive Board of Management has a family relationship with any director or member of executive management. Other than set out in the table below, no member of the Executive Board of Management has, at any time in the previous five years, been a member of the administrative, management or supervisory bodies or partner of any companies or partnerships. Over the five years preceding the date of this Base Prospectus, the members of the Executive Board of Management hold or have held the following main

171 directorships (apart from their directorships of the Company and its subsidiaries) or memberships of administrative, management or supervisory bodies and/or partnerships:

Name Current Past Carlos Brito ...... — — Felipe Dutra ...... — — Claudio Braz Ferro ...... — — Chris Burggraeve ...... Operating partner in The Dellacorte Group LLC — Sabine Chalmers ...... — — Claudio Garcia ...... Director of Inno.com NV — Jo Van Biesbroeck ...... — — Alain Beyens ...... — — Miguel Patricio ...... — — Francisco Sa...... ´ — — Bernardo Pinto Paiva ...... — — Joao˜ Castro Neves ...... — — Luiz Fernando Edmond ...... — —

Board practices Information about the Anheuser-Busch InBev Committees (a) General The Board of Directors is assisted by four Committees: the Audit Committee, the Finance Committee, the Convergence Committee and the Compensation and Nominating Committee. The existence of the Committees does not affect the responsibility of the Board. Board Committees meet to prepare matters for consideration by the Board of Directors. By exception to this principle, (i) the Compensation and Nominating Committee may make decisions on individual compensation packages, other than with respect to the Chief Executive Officer and the Executive Board of Management, and on performance against targets and (ii) the Finance Committee may make decisions on matters specifically delegated to it hereunder, in each case without having to refer to an additional Board decision.

(b) The Audit Committee The Audit Committee’s Chairman and a majority of the Committee members are appointed by the Board from among the independent directors. The Chairman of the Audit Committee is not the Chairman of the Board. The Chief Executive Officer, Chief Legal Officer and Chief Financial Officer are invited to the meetings of the Committee. The members of the Audit Committee are Jean-Luc Dehaene, Arnoud de Pret Roose de Calesberg, Peter Harf and Kees Storm (Chairman). The Audit Committee assists the Board of Directors in its responsibility for oversight of (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the statutory auditors’ qualification and independence and (iv) the performance of the statutory auditors and the Company’s internal audit function. The Committee is entitled to review information on any point it wishes to verify, and is authorised to acquire such information from any Company employee. It is also authorised to obtain independent advice, including legal advice, if this is necessary for an inquiry into any matter under its responsibility. It is entitled to call on the resources that will be needed for this task. It is entitled to receive reports directly from the statutory auditors, including reports with recommendations on how to improve the Company’s control processes. The Committee holds as many meetings as necessary with a minimum of four a year.

172 (c) The Finance Committee The Finance Committee consists of at least three but no more than six members appointed by the Board. The Board appoints a Chairman and if deemed appropriate, a Vice-Chairman from among the Committee members. The Chief Executive Officer and the Chief Financial Officer are invited ex officio to the Committee meetings unless specifically decided otherwise. Other Company employees are invited on an ad hoc basis as deemed useful. The members of the Finance Committee are Stefan´ Descheemaeker, Arnoud de Pret Roose de Calesberg (Chairman), Jorge Paulo Lemann, Roberto Moses Thompson Motta and Mark Winkelman. The Committee meets at least four times a year and as often as deemed necessary by its Chairman or at least two of its members. The Committee always meets prior to a corporate financial communication issued under the direct responsibility of the Board. The Finance Committee assists the Board in fulfilling its oversight responsibilities in the areas of corporate finance, risk management, corporate controls, mergers and acquisitions, tax and legal, pension plans, financial communication and stock market policies and all other related areas as deemed appropriate.

(d) The Convergence Committee The Convergence Committee Chairman and members are appointed by the Board. The Committee is composed of Board members and Executive Board of Management members (Chief Executive Officer, Chief People and Information Services Officer). The members of the Convergence Committee are Peter Harf, Marcel Herrmann Telles (Chairman) and Carlos Brito. The Committee meets on a monthly basis. The Convergence Committee was created at the announcement of the combination with AmBev on 3 March 2004 and aimed in the period 2004-2005 at forming a unified culture, disseminating best practices, designating key appointments, establishing an appropriate compensation scheme and capturing synergies. The Convergence Committee reviews the progress on implementation of Anheuser-Busch InBev’s key operational initiatives such as: route to market, revenue management initiatives, Zero Based Budgeting, brand health and structure aggregation.

(e) The Compensation and Nominating Committee The Compensation and Nominating Committee Chairman and Committee members are appointed by the Board from among the directors, including at least one member from among the independent directors. The Chief Executive Officer and the Chief People and Information Services Officer are invited to attend the meetings of the Committee. The members of the Compensation and Nominating Committee are Carlos Alberto da Veiga Sicupira, Gregoire´ de Spoelberch, Peter Harf, Marcel Herrmann Telles (Chairman) and Alexandre Van Damme. The Committee makes recommendations to the Board and assists with all its decisions on the compensation and management of people. The Committee meets every two months and endeavours to hold one meeting per year in each of the principal geographic zones in which the Company operates: Asia, Central & Eastern Europe, Western Europe, Latin America and North America.

Corporate governance As a company incorporated under Belgian law and listed on Euronext Brussels, Anheuser-Busch InBev adheres to the principles and provisions of the Belgian Corporate Governance Code (in this section, the ‘‘Code’’). The Code uses the ‘‘comply or explain’’ concept, which means that if a company chooses to deviate from any of the Code’s principles, it must explain its reasons for doing so in the ‘‘Corporate Governance’’ section of its annual review.

173 The majority of the Code is reflected in Anheuser-Busch InBev’s corporate governance rules. However, in order to reflect its specific shareholding structure and the global nature of its operations, Anheuser-Busch InBev has adopted the following departing rules: • Principle 5.3./1 (Appendix D) of the Code: ‘‘The Board should set up a nomination committee composed of a majority of independent non-executive directors’’: The Board of Directors appoints the Chairman and members of the Compensation and Nominating Committee from among the directors, including at least one member from among the independent directors. As the Committee is composed exclusively of non-executive directors who are independent of management and free from any business relationship which could materially interfere with the exercise of their independent judgement, the Board considers that the composition of this committee achieves the Code’s aim of avoiding potential conflicts of interest. • Principle 7.4. of the Code: ‘‘Non-executive directors should not be entitled to performance- related remuneration such as bonuses, stock-related, long-term incentive schemes, fringe benefits or pension benefits’’: The remuneration of the Board members is composed of a fixed fee and a limited, pre-determined number of options, which ensures the independence of the Board members as well as aligning the directors’ interests with those of the shareholders. The Board of Directors considers it very unlikely that the granting of options could affect their judgement as Board members. As a consequence, the Board considers Anheuser-Busch InBev’s principles of remuneration compatible with the recommendations of the Code. Finally, it should be noted that options may only be granted upon the recommendation of the Compensation and Nominating Committee. Any such recommendation must be subsequently approved by the Board and the shareholders in a general meeting. • Principle 8.9 of the Code: ‘‘The level of shareholding for the submission of proposals by a shareholder to the general shareholders’ meeting should not exceed 5 per cent. of the share capital’’: As provided for by the Belgian Companies Code, shareholders representing one-fifth of Anheuser-Busch InBev’s share capital may ask the Board to convene a Shareholders’ Meeting and table resolutions. The Board believes that Anheuser-Busch InBev’s corporate governance framework ensures equitable treatment of all shareholders, including minority and foreign shareholders. Anheuser-Busch InBev encourages participation at Shareholders’ Meetings and promotes proxy voting and voting by mail. Time is always allocated for questions during the Shareholders’ Meetings and shareholders are invited to send the Company written questions in advance of the meeting. In addition, Anheuser-Busch InBev is committed to maintaining a strong line of communication with its shareholders at all times. It is especially respectful of the rights of its minority shareholders. The Board does not believe that lowering the shareholder requirement to table resolutions at a Shareholders’ Meeting would substantially contribute to achieving this aim. The complete set of these Corporate Governance rules is posted on www.inbev.com/corporategovernance under the section ‘‘Corporate Governance Statement’’.

Share Capital As of 31 December 2008 the issued and paid-up share capital of Anheuser-Busch InBev amounted to EUR 1,234,131,112.13 and was represented by 1,602,427,569 shares without nominal value, each share representing 1/1,602,427,569th of the share capital. In addition to the shares already outstanding, Anheuser-Busch InBev granted warrants (see ‘‘Description of InBev – Management and Corporate Governance – Board of Directors’’ and ‘‘Description of InBev – Management’’), which can upon exercise lead to an increase in the number of outstanding shares. The total number of outstanding warrants (where each warrant entitles the holder to subscribe to one new share) was 5,211,523 as at 31 December 2008. The total number of outstanding options on existing shares (where each option entitles the holder to purchase from InBev one existing share) was 3,645,437 as at 31 December 2008. As these options relate to existing shares, they do not have an impact on the total number of shares outstanding. See section 5.7.3(a) ‘‘Share-based payments – InBev’’ of the Rights Offering Prospectus.

174 Legal and arbitration proceedings AmBev and its subsidiaries (a) Tax matters As of 31 December 2007, AmBev had approximately 3,321 tax claims pending, including legal and administrative proceedings. Most of these claims relate to Imposto sobre Circula¸cao˜ de Mercadorias e Servi¸cos (‘‘ICMS’’, which is a state value-added tax levied on goods and services), the IPI excise tax and income tax and social contributions in Brazil. As at 31 December 2007, AmBev had made provisions of 419 million real in connection with those tax proceedings for which it believes there is a probable chance of loss. Among the pending tax claims, there are claims filed by AmBev against Brazilian tax authorities alleging that certain taxes are unconstitutional. Such tax proceedings include claims for income taxes, ICMS, IPI and revenue taxes (‘‘PIS’’ and ‘‘COFINS’’). As these claims are contingent on obtaining favourable judicial decisions, the corresponding assets which might arise in the future are only recorded once it becomes certain that AmBev will receive the amounts previously paid or deposited. As at 31 December 2007, there were also tax proceedings with a total estimated risk of 5.2 billion real for which AmBev believes there is a possible chance of loss. AmBev only makes provisions for litigation in which there is a probable chance of loss. No provisions were booked for contingencies that were deemed possible but not probable. Litigation cases in which there is only a possible chance of loss are not provisioned, but the total amount of the risk is disclosed in a note to AmBev’s financial statements. AmBev’s Canadian subsidiary, Labatt received tax assessments related to the years 2001 to 2004 totalling approximately 200 million Canadian dollars including interest and penalties. The assessments relate mainly to the tax deductibility of intercompany interest and management fees. The tax assessments have been appealed and will be vigorously disputed. Provisions have been recorded according to the assessed probable risks.

Value added tax, excise tax and taxes on net sales During 1999, legislation came into effect requiring Brazilian companies to pay PIS and COFINS not only on sales and services net sales, but also on financial income. AmBev has not been paying PIS and COFINS as required by such law, as it has obtained injunctions permitting the non-payment of these additional taxes on the basis that such legislation is unconstitutional. In November 2005 a leading case unrelated to AmBev was adjudicated by the Brazilian Supreme Court in favour of taxpayers. During 2006 and 2007 AmBev obtained favourable final and non-appealable decisions in connection with such PIS and COFINS claims which allowed it to reverse 346 million real of previously recorded provisions. As of 31 December 2007 AmBev had provisions in connection with cases still pending in the amount of 52 million real. AmBev currently is party to legal proceedings with the State of Rio de Janeiro where it is challenging such State’s attempt to assess ICMS with respect to irrevocable discounts granted by AmBev in January 1996 and February 1998. These proceedings are currently before the Superior Court of Justice and the Brazilian Supreme Court and involve the amount of approximately 273 million real as of December 2007, which AmBev has treated as a possible (but not probable) loss. Such estimate is based on assumptions and assessments of external counsel but should AmBev lose such proceedings the net impact on its statement of operations would be an expense for this amount. AmBev received in 2006 and 2007 four tax assessments from the State of Sao˜ Paulo in the amount of approximately 40 million real (updated 31 March 2008) challenging the legality of tax credits arising from an existing tax incentive of AmBev in the State of Santa Catarina. AmBev has treated this proceeding as a possible (but not probable) loss. Such estimate is based on assumptions and assessments of external counsel but should AmBev lose such proceedings the net impact on its statement of operations would be an expense for this amount. Moreover, AmBev cannot rule out the possibility of other Brazilian states issuing similar tax assessments related to the AmBev’s tax incentive granted by the State of Santa Catarina. The State of Sao˜ Paulo has challenged in the Brazilian Supreme Court state laws upon which certain of the above benefits have been granted on the basis that they constitute tax benefits created without certain approvals required under Brazilian tax laws and regulations, which would render such

175 state laws unconstitutional. Although the Brazilian Supreme Court has already declared part of Para´ state’s benefit law unconstitutional, almost every state has specific legislation on this topic and even the State of Para´ may still grant benefits which were not covered in the decision. In this sense, insofar as the tax benefits are granted based on valid state legislation and the operational requirements are met, most companies apply for and use these benefits when granted. Between 2000 and 2004, certain third-party distributors of Cintra obtained preliminary injunctions permitting the non-payment of the IPI. These preliminary injunctions were revoked between 2002 and 2005 and, as a result, tax authorities considered Cintra responsible for the payment of IPI during the period in which IPI was not collected by the third-party distributors. In 2007 Cintra received tax assessments from Brazilian federal tax authorities relating to IPI in the total amount, at that time, of approximately 228 million real. Based on the advice of external counsel, AmBev has provisioned 157 million real for the settlement of these cases. The difference between 228 million real and 157 million real was considered as a possible (but not probable) loss.

Income tax and social contribution Beginning in 1997, an amendment to the tax laws confirmed the deductibility of interest on shareholders’ equity for social contribution and income tax purposes. Companhia Cervejaria Brahma (‘‘Brahma’’), which has since been succeeded in a series of corporate restructuring transactions by AmBev, filed a lawsuit with the Federal Courts of Rio de Janeiro requesting the recovery of social contribution taxes previously paid for the fiscal year of 1996. The Federal Court granted Brahma an injunction recognising the deductibility of payment of interest on shareholders’ equity and, as a result, allowed Brahma to suspend the payment of social contribution amounts owed in 1999 up to the amount not deducted in 1996 (approximately 49 million real as of 31 December 2007). Notwithstanding the aforesaid suspension of social contribution’s payment, the tax authority filed an administrative proceeding against Brahma claiming the payment of such amount. Brahma presented its defence and is waiting for a final decision by the administrative court. Meanwhile, in April 2001, the Federal Appellate Court reversed the Federal Court’s injunction. Though AmBev appealed to the Brazilian Supreme Court in April 2002, its appeal was denied, and, therefore, should AmBev lose on the administrative proceeding, it will be required to pay approximately 49 million real which have been provisioned by AmBev. Certain subsidiaries of AmBev have received tax assessments totaling 4,891 million real, including accrued interest and penalties, related to corporate Brazilian taxation of income generated outside Brazil. In 2005, AmBev was officially notified of administrative Lower Court decisions, recognising that a substantial portion of the amount of the tax assessment mentioned above was incorrect. These decisions, which were appealed, reduced the amount of such tax assessments to 2,739 million real (approximately EUR 1,000 million). AmBev disputes the validity of these tax assessments and intends to vigorously defend its case. No provision has been recorded related to these tax assessments. In order to carry out certain activities, including obtaining BNDES financings (that is, by Banco Nacional de Desenvolvimento Economicoˆ e Social, a Brazilian state-owned development bank), certain tax incentives or registering the sale of real estate, AmBev, like other Brazilian corporations, is required to obtain federal and state tax and social security good standing certificates, which are normally valid for six months. In circumstances in which such certificates are not issued by the competent authority on the basis of the existence of tax claims that AmBev believes are without merit or need further information, AmBev has sought court injunctions requesting such certificates to be issued. As of 31 March 2008 AmBev had court bonds (cartas de fian¸ca) issued in connection with such injunctions in the amount of approximately 630 million real. Court bonds are a means provided for by Brazilian law to guarantee amounts under dispute in a given litigation, including the request for injunctive relief. In the event that AmBev loses the litigation, the court bond will be used to pay the amounts owed by AmBev and AmBev will have to reimburse the financial institution that issued such court bond.

(b) Labour matters AmBev is involved in approximately 11,500 legal proceedings with former and current employees, mainly relating to overtime, dismissals, severance, health and safety premiums, supplementary retirement benefits and other matters, all of which are awaiting judicial resolution. AmBev has made provisions totalling 252 million real as of 31 December 2007 in connection with all labour proceedings

176 in which it believes there is a probable chance of loss. In Brazil it is not unusual for a company to be a defendant in a large number of labour claims. AmBev has approximately 16 claims made by the National Institute for Social Security with an aggregate exposure of 45 million real. These claims are classified as possible and argue, among other things, that AmBev should have paid social security contributions in relation to bonus payments and payments to third-party service providers.

(c) Civil claims As of 31 January 2008, AmBev had 3,848 civil claims pending, including distributors and product- related claims. AmBev is the plaintiff in 1,380 and the defendant in 2,244 of these claims. AmBev has established provisions totaling 38.3 million real as of 31 December 2007 in connection with civil claims in which it believes there is a probable chance of loss. AmBev is a party to a tortious interference claim brought by its competitor Schincariol whereby Schincariol seeks damages in the range of 100 million real from AmBev, arguing that AmBev signed up singer Zeca Pagodinho while he was still contractually bound with Schincariol. On 20 July 2007 the lower courts of the State of Sao˜ Paulo denied Schincariol’s claim, and Schincariol filed an appeal on 24 August 2007. Based on the advice of external counsel AmBev has not constituted a provision in connection with such proceeding. Certain beer and alcohol beverage producers of the United States, Canada and Europe were involved in collective suits (class actions) in the United States, seeking damages for alleged marketing of alcoholic beverages to underage consumers. Labatt was involved in three of these lawsuits, but was later removed as a defendant, pending the outcome of the U.S. actions. Following dismissals at trial and on appeal, the plaintiffs have now withdrawn all actions. The matter is concluded. Labatt and AmBev have been named in an Ontario class action lawsuit seeking damages and injunctive relief in connection with changes to retiree health care benefits. AmBev consented to joint representation with Labatt. The class has not yet been certified. Labatt continues to explore dispute resolution alternatives. However, if such efforts are unsuccessful, Labatt will vigorously defend the litigation. It is not possible at this time to estimate the possible loss or range of loss, if any, of this lawsuit.

(d) Warrants In 2002, AmBev decided to request a ruling from the Comissao˜ de Valores Mobiliarios´ (‘‘CVM’’), the Securities and Exchange Commission of Brazil, in connection with a dispute between AmBev and some of its warrant holders regarding the criteria used in the calculation of the strike price of certain AmBev warrants. In March and April 2003 the CVM ruled that the criteria used by AmBev to calculate the strike price was correct. In response to the CVM’s final decision and seeking to reverse it, some of the warrant holders filed separate lawsuits before the courts of Sao˜ Paulo and Rio de Janeiro. Although the warrants expired without being exercised, the warrant holders claim that the strike price should be reduced to take into account the strike price of certain stock options granted by AmBev under its Stock Ownership Programme, as well as for the strike price of other warrants issued in 1993 by Brahma. AmBev has been notified of six claims from 11 holders arguing that they would be entitled to those rights, two of which claims are still awaiting final rulings by the appellate court of the State of Sao˜ Paulo. Of the four other claims, one was settled, and three were ruled against AmBev in the appellate court of the State of Rio de Janeiro. AmBev appealed to the Superior Court of Justice with respect to the final decisions issued by the appellate court of the state of Rio de Janeiro. In the event the plaintiffs prevail in the above five pending proceedings, AmBev believes that the corresponding economic dilution for the existing shareholders would be the difference between the market value of the shares at the time they are issued and the value ultimately established in liquidation proceedings as being the subscription price pursuant to the exercise of the warrants. AmBev believes that the warrants object of those five proceedings represent 5,536,919 preferred and 1,376,344 common shares that would need to be issued at a value lower than the current market value, should the claimants ultimately prevail. This could result in a dilution of about 1 per cent. to all AmBev

177 shareholders. Furthermore, the holders of these warrants claim to have received the dividends relative to these shares since 2003 (approximately 95 million Brazilian real excluding legal fees). Based on advice from external counsel, AmBev believes that its chances to prevail on these claims are possible. However, no assurance can be given that the unfavourable decisions to AmBev rendered so far may be reversed by the appellate courts or the Superior Court of Justice. As these disputes are based on whether AmBev should receive as a subscription price a lower price than the price that it considers correct, a provision of amounts with respect to these proceedings would only be applicable with respect to legal fees and dividends.

(e) Distributors and product-related claims Numerous claims have been filed against AmBev by former distributors whose contracts were terminated. Most claims are still under review by first instance and state Appellate Courts, and a few are currently being reviewed by the Superior Court of Justice. AmBev has established provisions in the amount of 23 million real in connection with these claims as of 31 December 2007, based on the advice of outside legal counsel. AmBev intends to continue a programme of increasing its direct distribution, which may lead to additional lawsuits. See ‘‘Description of InBev – Business Overview – Distribution of products’’ in this respect.

(f) Antitrust matters Investigations AmBev currently has a number of antitrust investigations pending against it before the Brazilian antitrust authorities. In February 2002, the Brazilian Association of Antarctica Distributors (‘‘ABRADISA’’) filed a complaint challenging the legality of exclusivity provisions in AmBev’s distribution agreements. This dispute was settled in March 2003, with ABRADISA filing a petition in November 2003 before the Brazilian antitrust authorities stating that the settlement agreement was fully complied with by all its parties and that ABRADISA had no interest in continuing with this proceeding. In December 2005 in response to a request from the SDE (Secretariat of Economic Development) AmBev stated that no further evidence was technically required in these proceedings, which AmBev asked to be dismissed. This proceeding is awaiting the issuance of an opinion by the SDE. In April 2003, Cervejaria Braumeister, a small Brazilian brewer with which AmBev had executed five exclusivity agreements (one for each store), filed a complaint with the Brazilian antitrust authorities alleging that AmBev had breached the performance agreement signed with the Conselho Administrativo de Defesa Economicaˆ (‘‘CADE’’) by imposing exclusivity on them. In October 2003 AmBev presented its defence alleging that there was no imposition of exclusivity, but that the exclusivity was negotiated between the parties. On 1 November 2007, SDE issued a favourable opinion to AmBev suggesting the dismissal of the case, which was affirmed by CADE in July 2008. In February 2004, the Labour Union of the Food and Beverages Industry Workers (Sindicato dos Trabalhadores nas Industrias´ de Alimenta¸cao˜ e Bebidas) of the city of Jacare´ı, State of Sao˜ Paulo, filed a claim with the Brazilian antitrust authorities in connection with the lay-off of employees in AmBev’s beer plant in Jacare´ı. In this claim this union alleges that AmBev breached its performance agreement signed with CADE pursuant to which AmBev committed to maintain the level of employment in its plants. On 3 May 2007, in response to a request from the SDE, AmBev asked that this claim be dismissed given that CADE stated that AmBev had complied with the employment requirements at its plants. SDE’s final opinion was favourably issued on 8 April 2008 and affirmed by CADE in May 2008. In 2004, Schincariol, which is currently one of AmBev’s largest competitors in Brazil, filed a complaint with the Brazilian antitrust authorities asking them to investigate whether AmBev’s loyalty programme named Toˆ Contigo complies with Brazilian antitrust laws and alleging that AmBev had not complied with the performance agreement signed with CADE due to AmBev’s conduct in the market. On 13 March 2007 the SDE issued an opinion stating that (i) there was no violation of the performance agreement with CADE and (ii) that the Toˆ Contigo programme should be deemed anticompetitive absent certain adjustments. This complaint has been forwarded to CADE, which will review the matter and issue its final ruling.

178 On 3 April 2008, the Brazilian Association of Carbonated Soft Drinks Manufacturers, the Brazilian Association of Beverages, which is composed by Schincariol and Petropolis´ – currently AmBev’s two largest competitors in Brazil – and Cervejaria Imperial (a small Brazilian beverage company) filed complaints with the Brazilian antitrust authorities challenging AmBev’s new 630ml returnable bottle launched under the Skol brand in the State of Rio de Janeiro. On 17 April 2008 Cervejarias Kaiser, which is currently AmBev’s third largest beer competitor in Brazil and part of the FEMSA Group, also filed a complaint with the Brazilian antitrust authorities challenging the Skol bottle. These competitors claim that AmBev should be prevented from launching the new exclusive 630ml bottle and compelled to continue to use the standard 600ml returnable bottle used by all players in the market. The Brazilian antitrust authorities initially issued an injunction determining that the new 630ml bottle should be taken out of the market and that AmBev should be prevented from using the 630ml bottle pending a final decision on the administrative proceedings. Such injunction was subsequently reversed in part to allow the use of the 630ml bottle with Skol in the State of Rio de Janeiro but to prevent the launching of the bottle in other states of Brazil. In addition, the authorities confirmed that AmBev could continue to use the 630ml bottle launched in 2007 in the State of Rio Grande do Sul with the Bohemia brand. AmBev will continue to vigorously defend its right to innovate and create differentiation for its products and believes that its competitors’ claims are without merit. In Canada 42 Canadian brewers are party to an Industry Standard Bottle Agreement (‘‘ISBA’’) whereby the parties have agreed to use only a particular type of bottle which are then recycled through The Beer Store (‘‘TBS’’, a distribution and retail operation privately owned by Labatt, Molson Coors Canada Inc., and Sleeman Breweries Ltd.) to ISBA signatories on a proportionate basis for re-use. Brick Brewing Company, a small Ontario brewer that is not an ISBA signatory, commenced litigation against TBS in 2002 and obtained an injunction pending determination of Brick’s continued right of access to industry bottles. This litigation is ongoing, with a trial scheduled for September 2008. In the interim, the parties to the litigation are exploring dispute resolution alternatives. Brick also took its position to the Canadian Competition Bureau. The Competition Bureau discontinued its investigation in September 2006, without any adverse findings.

Merger control Brazilian antitrust authorities have the power to investigate any transaction that may limit or impair competition, or that may result in one of the parties occupying a dominant market position, including transactions that result in the concentration of a market share equal to or greater than 20 per cent. of any relevant market or which involves any company with annual gross sales of 400 million real or more in Brazil. The transfer of control of Brahma and Companhia Antarctica Paulista Industria´ Brasileira de Bebidas e Conexos (‘‘Antarctica’’) (which has since been succeeded in a series of corporate restructuring transactions by AmBev) to AmBev through the controlling shareholders’ contribution was therefore reviewed by the Brazilian antitrust authorities. In April 2000, CADE approved the controlling shareholders’ contribution subject to certain restrictions described below. CADE imposed no restrictions in connection with CSDs or other beverages produced by AmBev. In April 2000 AmBev entered into a performance agreement with CADE pursuant to which AmBev agreed to comply with the restrictions imposed by CADE. The principal terms of the performance agreement included: • Distribution network: For a period of four years, AmBev had to share its distribution network with at least one regional Brazilian beer company; • Plants: For a period of four years, had AmBev decided to close or dispose of any of its beer plants, it had to first offer such plant for sale in a public auction; • Dismissals: For a period of five years, if AmBev or any of its subsidiaries had dismissed any employee as a result of the restructuring process related to the combination and other than for cause, AmBev had to attempt to place the employee in a new job, and provide the employee with retraining, as appropriate; • Exclusivity: AmBev and its distributors could not demand that points of sale operate on an exclusive basis, except in certain circumstances, including where AmBev’s investments and improvements were equivalent to a preponderant portion of the assets of the point of sale; and • Bavaria: A requirement that AmBev sells the Bavaria brand and related assets (‘‘Bavaria’’). The Bavaria brand and related assets were sold to Molson Inc. in late 2000/early 2001.

179 Non-compliance with any obligation under the performance agreement may trigger a minimum daily fine of 10,300 real per occurrence. This daily fine could be increased up to a maximum of 206,105 real per occurrence. In the event of non-compliance, CADE may also appoint a judicial officer to enforce compliance. CADE has the authority to revoke its approval of the controlling shareholders’ contribution and to file an administrative proceeding against AmBev in the event of non-compliance. CADE also has the general authority to order other remedial measures as provided by law and as established under the performance agreement. Pursuant to the terms of the performance agreement, AmBev had to file with CADE half-yearly reports attesting compliance with its terms and conditions. AmBev filed the tenth and last report in August 2005. CADE analysed all reports up to the tenth report and, with the final ruling in the Braumeister case and the recognition by CADE that the Toˆ Contigo (that is, AmBev’s loyalty programme) did not violate the performance agreement, CADE decided in July 2008 that all obligations under the agreement have been fulfilled. On 28 March 2007, AmBev announced the signing of a purchase and sale agreement with respect to the acquisition of 100 per cent. of Goldensand Comercio´ e Servi¸cos Lda, the controlling shareholder of Cintra. The transaction was submitted for CADE review on 19 April 2007. On 16 May 2007, AmBev agreed with CADE that it would not take any action which could result in a decrease of capacity or efficiency of Cintra’s plants, as well as to continue to invest in the Cintra brand consistent with past practices and market share, in both cases until a final analysis of the transaction is made by CADE. This transaction was approved by CADE in June 2008, following the divestiture of the Cintra brand and its distribution assets to Schincariol. Labatt completed its acquisition of Lakeport Brewing Income Fund on 29 March 2007. The Competition Bureau of Canada had filed an application with the Competition Tribunal for a temporary injunction to delay closing to allow the Bureau to complete its review of the transaction. The Tribunal dismissed the Bureau’s application and allowed the transaction to close as scheduled. The Bureau appealed the Tribunal’s decision to the Federal Court of Appeal. The Court of Appeal rejected the Bureau’s argument on 22 January 2008. The Bureau, in continuing its review of the transaction, in November 2007 obtained a series of ex parte orders under s.11 of the Competition Act requiring Labatt, Lakeport and other industry participants to produce extensive documentation. Labatt brought a motion to have the order set aside. On 28 January 2008 the Federal Court Trial Division allowed Labatt’s motion and set aside the order. The Bureau continues to have three years from the closing to challenge the transaction if it finds prevention or lessening of competition, and if so, to implement a remedy such as divestiture or other arrangement.

Quilmes Industrial S.A. acquisition-related agreement The acquisition by AmBev of an interest in Quilmes Industrial S.A. was approved with certain restrictions by the Comision Nacional de Defensa de la Competencia (‘‘CNDC’’), the Argentine antitrust authority, related to the divestiture of certain brands and industrial assets. The sale of the brands and the plant was concluded in December 2006. Furthermore, in January 2007, the Llavallol malting plant was leased to Tai Pai Malting for a period of 10 years. The CNDC formally approved the fulfilment of the conditions set forth above in December 2006.

(g) CVM Caixa de Previdenciaˆ dos Funcionarios´ do Banco do Brasil – PREVI, a Brazilian pension fund which is one of AmBev’s largest minority shareholders, filed an administrative complaint against AmBev with the CVM in April 2004 alleging abuse of position by AmBev’s controlling shareholders and breach of fiduciary duty by AmBev’s directors in connection with the approval of the InBev-AmBev Transactions, appropriation of commercial opportunity and inadequate disclosure. The complaint requested, among other things, that CVM render an opinion contesting the legality of the transactions and intervene to prevent the closing of the Incorpora¸cao.˜ The CVM ruled in December 2004 that (i) there was no basis to conclude that there had been an abuse of position by the controlling shareholders or conflict of interests in relation to them and (ii) that there was no indication of an appropriation of a commercial opportunity by the directors of AmBev, without prejudice to any further investigation that the staff of the CVM might conduct, as appropriate. Moreover, the CVM expressed its opinion that directors involved in the InBev-AmBev Transactions could not have intervened in the AmBev board resolutions related thereto, recommending further investigations by the staff. The CVM recommended also that the staff investigate the adequacy of the disclosure proceeding of the

180 transactions. So far, AmBev has not been informed of any specific administrative action in relation thereto.

(h) Environmental matters In August 2003, Oliveira Comercio´ de Sucatas filed a complaint with the Public Attorney of the city of Pedreira, in the State of Sao˜ Paulo, alleging that Companhia Brasileira de Bebidas (a predecessor of AmBev) was using the waste disposal site of the city as a disposal for toxic garbage. In September 2003, AmBev presented its response with all the evidences it had. This case is still in the discovery phase. The Public Attorney of the State of Rio de Janeiro has requested the initiation of a civil investigation to investigate anonymous reports of pollution allegedly caused by Nova Rio, AmBev’s beer plant located in the city of Rio de Janeiro. Currently this investigation is in the discovery phase. AmBev expects this investigation to be dismissed as it has presented several expert opinions, including one from the State environmental agency (‘‘FEEMA’’), showing lack of environmental damage. Simultaneously, the police of Rio de Janeiro have requested the initiation of a criminal investigation to investigate the author of the crime, which is also in the discovery phase. AmBev expects this investigation will be dismissed concurrently with the civil investigation mentioned above. On 17 April 2007, the Public Attorney (Promotoria) of Viamao,˜ State of Rio Grande do Sul requested the initiation of a civil investigation to investigate reports made by local population of pollution around the plant. AmBev reached a settlement with the Public Attorney (Promotoria) of Viamao˜ on 12 June 2007. The formal agreement basically requires AmBev to develop a recycling programme as well as to donate approximately USD 75,000 to the Environmental Authority Board of Viamao,˜ which AmBev is currently pursuing.

Minist´erio Publico´ Federal On 28 October 2008, the Brazilian Ministerio´ Publico´ Federal, represented by a Brazilian public prosecutor, filed a suit for damages against AmBev and two other beverage companies (Schincariol and Femsa), claiming a total amount of collective damages of approximately 2.8 billion Brazilian reals (of which approximately 2.1 billion Brazilian reals are claimed against AmBev). The public prosecutor alleges that: (i) alcohol causes serious damage to individual and public health, and that beer is the most consumed alcoholic beverage in Brazil; (ii) defendants have approximately 90 per cent. of the national beer market share and are responsible for heavy investments in advertising; and (iii) the advertising campaigns increase not only the market share of the defendants but also the total consumption of alcohol and hence the damages to society and encourage underage consumption. As for the damages giving cause to the alleged right of indemnification, the public prosecutor mentioned (among others): (i) an increase in traffic accidents; (ii) an increase in criminality; (iii) an increase in public health costs and social security costs; and (iv) underage consumption. Although the public prosecutor recognises that selling and advertising beer are legal activities in Brazil (and therefore not challenged by the lawsuit), he argues that there are studies and statistics on the impact of advertising on alcohol consumption in which publicity would lead to an estimated increase of 11 per cent. in alcohol consumption and corresponding damages. The public prosecutor requests indemnification corresponding to: approximately 57.9 million Brazilian reals, corresponding to 11 per cent. of the costs incurred by the Federal Public Health entity (Sistema Unico´ de Saude´ – SUS) and the Social Security entity (Instituto Nacional do Seguro Social – INSS) with diseases and/or disabilities related to the consumption of alcohol between 1998 to 2006 and 2005 and 2008, respectively, to be assigned to each defendant in accordance with their market share; and as for the damages which are of difficult calculation (such as those related to traffic accidents), the prosecutor requests for judicial arbitration and suggests that each company pays an amount equal to the investment they have made in advertising from 2005 to 2008 (plaintiff alleges that approximately 2.7 billion Brazilian reals have been invested in advertising, and alleges that AmBev spent approximately 2.1 billion Brazilian reals). The public prosecutor further requests that the defendants are ordered to allocate to treatment of the harms caused by alcohol the same amounts invested in advertising in the future. AmBev intends to vigorously defend this litigation.

181 Other countries Following a tax audit handled by the Moscow Region Tax Office, the tax authorities claimed an extra tax payment with penalties for 2004-2005 in the total amount of approximately EUR 1.3 million. InBev believes that in connection with this case the Investigative Department of the Ministry of Interior Affairs initiated a criminal case alleging tax avoidance as part of a scheme with certain contractors/suppliers, although it is not possible for InBev to actually know with certainty whether such a case was initiated. The Moscow police conducted a search of SUN InBev’s office and have been interrogating SUN InBev Moscow managers/employees. SUN InBev challenged the decision requiring the payment of EUR 1.3 million in court and lost in the first instance. SUN InBev appealed the decision. After several adjournments, the appeal was heard on 22 July 2008 and a court decision was rendered. Although the decision is unfavourable to SUN InBev as far as the recovery of the above mentioned penalties are concerned, the decision states that there was no intention on the part of SUN InBev to engage in tax avoiding commercial activities. InBev is assessing whether it will appeal this decision. InBev has received notice of claims by various persons against the use of a trademark by an InBev joint venture in Cuba. The claims allege that the relevant trademark is property confiscated from U.S. nationals by the Cuban government that is being illegally trafficked by InBev. Due to the uncertain factual circumstances underlying such claims, InBev is currently unable to express a view as to the validity of such claims, or as to the standing of the claimants to pursue them.

The Acquisition Overview On 13 July 2008, InBev, and its indirect wholly owned subsidiary formed exclusively for the purpose of effecting the Merger (as defined below), Pestalozzi Acquisition Corp. (‘‘Pestalozzi’’), entered into an Agreement and Plan of Merger (the ‘‘Merger Agreement’’) with Anheuser-Busch. InBev shareholders approved the Merger at InBev’s Extraordinary Shareholders Meeting on 29 September 2008 and, on 12 November 2008, a majority of Anheuser-Busch shares were voted to approve the Merger at a Special Shareholders Meeting of Anheuser-Busch. The closing of the Merger was completed, and the certificate of merger filed, on 18 November 2008. InBev financed the closing of the Merger with funds drawn under new Senior Credit and Bridge Facilities put in place to finance the Merger. The closing of the Merger was not conditioned on the availability of funding under the Senior Credit and Bridge Facilities or any alternative financing arrangement. Pursuant to the Merger Agreement among InBev, Pestalozzi and Anheuser-Busch, upon the terms and subject to the conditions set forth in the Merger Agreement, on 18 November 2008 (i) Pestalozzi merged with and into Anheuser-Busch (the ‘‘Merger’’), (ii) each outstanding share of Anheuser-Busch common stock (other than shares held by InBev, Pestalozzi, Anheuser-Busch or their respective subsidiaries, in each case not held on behalf of third parties, and, as discussed in ‘‘Description of InBev – The Acquisition – Merger Agreement and related agreement – Merger consideration’’, shares held by stockholders who had perfected and not withdrawn a demand for statutory appraisal rights, if any), was converted into the right to receive USD 70.00 in cash, without interest and less any applicable withholding tax and (iii) each outstanding share of Pestalozzi common stock was converted into shares of the surviving corporation. Anheuser-Busch became the surviving corporation in the Merger and will continue to do business as ‘‘Anheuser-Busch Companies, Inc.’’ following the Merger, while Pestalozzi ceased to exist. As a result, upon completion of the Merger, Anheuser-Busch became an indirect wholly owned subsidiary of InBev (the ‘‘Acquisition’’). Both Goldman, Sachs & Co. and Citigroup Global Markets Inc. delivered opinions to the Board of Directors of Anheuser-Busch that, as of 13 July 2008 and based upon and subject to the factors and assumptions set forth therein, the Merger consideration was fair from a financial point of view to the holders of common stock of Anheuser-Busch who would receive such consideration. Anheuser-Busch InBev estimates that the total amount of funds necessary to consummate the Acquisition, including for the payment of USD 52.5 billion to shareholders of Anheuser-Busch, refinancing certain Anheuser-Busch indebtedness, payment of all transaction charges, fees and expenses and the amount of fees and expenses and accrued but unpaid interest to be paid on Anheuser-Busch’s outstanding indebtedness, will be approximately USD 54.8 billion. Anheuser-Busch InBev put in place short- and long-term Senior Credit and Bridge Facility financing commitments in the amount of

182 USD 54.8 billion for this purpose. On 18 December 2008, Anheuser-Busch InBev repaid the debt incurred under the Bridge Facility with the net proceeds of the Rights Issue and cash proceeds received by Anheuser-Busch InBev from pre-hedging the foreign exchange rate between the euro and the U.S. dollar in connection with the Rights Issue. Anheuser-Busch InBev intends to refinance a portion of the debt incurred under the Senior Credit Facility with a combination of the proceeds of one or more debt capital markets offerings (including through a private placement of notes to institutional investors in the U.S. (and elsewhere) and/or through the establishment of this Programme). The Rights Issue and any debt capital markets offering are not conditioned upon one another and may be consummated at various times. The decision to proceed with each offering will be made independently, subject to market conditions, from the decision to proceed with any other offering. In addition, shortly following the Acquisition, Anheuser-Busch InBev may dispose of certain of its assets or businesses, and expects to utilise the proceeds from any such disposals to repay indebtedness incurred to finance the Acquisition. Annex A to this Base Prospectus contains information about Anheuser-Busch that has been extracted by InBev from Anheuser-Busch’s filings with the SEC, including its historical financial statements for the three years ended 31 December 2007, 2006 and 2005, and the nine months ended 30 September 2008.

Rationale for the Acquisition InBev believes that the combination of InBev and Anheuser-Busch will create a stronger, more competitive and sustainable global company and will provide significant benefits to key stakeholders, including shareholders, consumers, employees, wholesalers and business partners, as well as the communities both companies serve. Anheuser-Busch InBev is the global leader in the brewing industry by volume and, measured by combined 2007 EBITDA, is ranked among the top five consumer products companies worldwide. The Acquisition significantly enhances InBev’s position in the United States, one of the most profitable beer markets in the world, and in China, the world’s largest and one of the fastest growing beer markets by volume, where InBev expects to benefit from attractive cross-selling opportunities. Management believes that it can realise significant upside potential by rolling out Anheuser-Busch’s brands using InBev’s global distribution platform and that the transaction creates significant profitability potential, both in terms of revenue enhancement and cost savings. InBev expects to take advantage of the collective expertise of both companies’ management and employees and the significant growth opportunities arising from combining the companies’ respective brand portfolios, optimising the combination’s global distribution network, applying best practices across the new organisation and achieving greater economies of scale and access to new markets. InBev believes that the Acquisition will create meaningful revenue opportunities through, among other things, launching the Budweiser brand on a global scale. InBev and Anheuser-Busch have complementary geographic presence and distribution networks in global markets as well as complementary offerings of market-leading brands. Budweiser and Bud Light are two of the three largest selling beer brands in the world by volume, and Anheuser-Busch InBev has a competitive portfolio of import, premium and local core brands. As a result of the Merger, Anheuser-Busch InBev holds leading market positions in the world’s five largest beer markets by volume – China, the United States, Russia, Brazil and Germany. InBev is the leading brewer in 10 markets where Budweiser has a very limited presence, and has a superior footprint in nine markets where Budweiser is already present. Anheuser-Busch’s world-class sales and distribution system in the United States would continue to support the expansion of InBev’s existing brands in the U.S. market. The Acquisition enhances InBev’s existing geographic diversity and is expected to provide an even more solid balance between high-growth emerging markets and stable mature markets. Based on 2007 financial information, InBev anticipates that operating profit for Anheuser-Busch InBev will initially be split approximately evenly between emerging and mature markets. InBev believes that Anheuser-Busch’s brands fit well into InBev’s strategic brand portfolio and intends to position Budweiser as its global flagship brand. Other Anheuser-Busch brands, such as Bud Light, Michelob and Harbin, are also expected to enhance InBev’s portfolio of ‘‘local champions’’. Many of these brands also have broader appeal and the potential to be developed into multi-country brands using InBev’s global distribution platform. InBev has a history of successfully building brands around the world, which would complement the strength of Anheuser-Busch’s strong brand management capabilities in the United States. The two companies have a successful track record of building the Budweiser brand in Canada. Their partnership, which spans almost three decades, has

183 developed Budweiser into the number one beer brand in Canada. InBev and Anheuser-Busch already have a successful agreement in the United States, whereby Anheuser-Busch imports certain InBev European brands into the United States (see ‘‘InBev – Anheuser-Busch, Inc. Import Agreement’’ in the Rights Offering Prospectus for further details). InBev expects the Acquisition to generate at least USD 1.5 billion of annual cost savings by 2011, approximately USD 1.0 billion of which relate to Anheuser-Busch’s existing Blue Ocean programme, and the remaining approximately USD 0.5 billion are expected to be realised through cost synergies in China, procurement efficiencies, elimination of overlapping corporate overheads and the sharing of cost management best practices. In addition to cost synergies, management believes that the Acquisition will add substantial value through the exchange of best practices in areas such as sales, distribution, marketing and corporate social responsibility. Both Anheuser-Busch and InBev have disciplined programmes of sales and marketing execution, which can be combined to achieve a best-in-class commercial programme. InBev has a proven track record of successfully completing and integrating business combinations and in delivering transaction synergies (see ‘‘Description of InBev – Overview of InBev and its Business – InBev company profile – Strengths and Strategy – Strengths’’ for details) and believes it is able to achieve this level of savings.

Merger Agreement and related agreements Merger Agreement The summary of certain terms of the Merger Agreement below and elsewhere in this Base Prospectus is qualified in its entirety by reference to the Merger Agreement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to prospective investors. The Merger Agreement is available on the InBev website at www.ab-inbev.com. The representations, warranties and covenants contained in the Merger Agreement were made only for the purposes of the Merger Agreement and as of a specific date and may be subject to more recent developments, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating risk between parties to the Merger Agreement instead of establishing these matters as facts, and may apply standards of materiality in a way that is different from what may be viewed as material by prospective investors. For the foregoing reasons, prospective investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterisations of the actual state of facts or condition of InBev, Pestalozzi or Anheuser-Busch or any of their respective subsidiaries or affiliates.

(a) The Merger On 13 July 2008, InBev, Anheuser-Busch and Pestalozzi entered into the Merger Agreement. Pursuant to the Merger Agreement, Pestalozzi merged with and into Anheuser-Busch on 18 November 2008, with Anheuser-Busch surviving as an indirect wholly owned subsidiary of InBev.

(b) The completion of the Merger The closing of the Merger was completed and the certificate of merger filed on 18 November 2008. The Merger was subject to, and the parties obligations to complete the Merger were conditioned on, the fulfilment or satisfaction of certain conditions which are described below in sub-section (i) ‘‘Conditions to the Merger’’. Each of the conditions to the Merger was satisfied or waived at or prior to the effective time of the Merger.

(c) Merger consideration InBev estimates that the total amount of funds necessary to consummate the Acquisition, including for the payment of USD 52.5 billion to shareholders of Anheuser-Busch, refinancing certain Anheuser- Busch indebtedness, payment of all transaction charges, fees and expenses and the amount of fees and expenses and accrued but unpaid interest to be paid on Anheuser-Busch’s outstanding indebtedness, will be approximately USD 54.8 billion. In connection with the Merger, each share of Anheuser-Busch, including restricted stock awards, other than those held by Anheuser-Busch, InBev or Pestalozzi or any subsidiary of the foregoing (other than shares of Anheuser-Busch held on behalf of third parties), and other than those shares with respect to which a demand for statutory appraisal rights (as discussed in

184 the following paragraph) had been perfected and not withdrawn, was converted into the right to receive USD 70.00 in cash, without interest and less applicable withholding taxes. In accordance with Delaware corporate law, shares of Anheuser-Busch held by dissenting stockholders who had perfected and did not withdraw a demand for statutory appraisal rights were not converted into a right to receive cash in connection with the Merger, but were instead cancelled, and such dissenting stockholders will receive the relevant appraisal value of their shares (as determined by a Delaware court). Each outstanding option to acquire shares of Anheuser-Busch under equity incentive plans, vested or unvested, was cancelled and converted into the right to receive a cash payment equal to the number of shares underlying such option multiplied by the amount by which USD 70.00 exceeds the exercise price of such option, less any applicable withholding taxes. Each right to acquire shares of Anheuser- Busch under benefit plans, vested or unvested, was cancelled and converted into the right to receive a cash payment equal to the number of shares subject to any such award immediately prior to the Merger multiplied by either (i) USD 70.00 or (ii) if the award has a specified reference price, the amount by which USD 70.00 exceeds such reference price, in each case less any applicable withholding taxes.

(d) Representations, warranties and covenants Each of InBev, Pestalozzi and Anheuser-Busch made certain representations and warranties in the Merger Agreement. Anheuser-Busch agreed to various covenants and agreements in the Merger Agreement, including, among other things, and subject to certain exceptions, (i) to conduct its business in all material respects in the ordinary and usual course of business between the execution of the Merger Agreement and the effective time of consummation of the Merger, and not to engage in specified transactions, including certain corporate changes, during such period, and (ii) that Anheuser- Busch’s Board of Directors would recommend that Anheuser-Busch’s shareholders vote in favour of the adoption of the Merger Agreement. Under the terms of the Merger Agreement, between the execution of the Merger Agreement and the effective time of consummation of the Merger, Anheuser-Busch was permitted to pay regular quarterly dividends (which could not, in the case of each such quarterly dividend, exceed USD 0.37 per share). InBev and Pestalozzi agreed not to (i) take any action that was reasonably likely to prevent or materially impair the consummation of the Merger or (ii) enter into any acquisition agreement, or make any acquisition, that was reasonably likely to prevent, materially delay or impair the consummation of the Merger. InBev also agreed not to issue any common stock or subscription rights with respect thereto prior to obtaining approval of its shareholders of the Merger unless InBev’s controlling shareholder, Stichting InBev, agreed to vote any shares of InBev common stock that it received in such issuance in favour of the Merger and the other transactions contemplated by the Merger Agreement.

(e) Agreements to take further actions and to use reasonable best efforts Subject to the terms and conditions set forth in the Merger Agreement, each of Anheuser-Busch and InBev agreed to use their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on their part under the Merger Agreement and applicable law to consummate the Merger and the other transactions contemplated by the Merger Agreement as soon as practicable, including preparing and filing all documentation to effect all necessary notices, reports and other filings and to obtain all consents, registrations, approvals, permits and authorisations necessary or advisable to be obtained from any third party and/or governmental entity to consummate the Merger or any of the other transactions contemplated by the Merger Agreement. Except as may have been required to protect privilege or work product protections, InBev and Anheuser-Busch had the right to review in advance all of the information relating to the other party and its subsidiaries (or in certain circumstances, such other party’s counsel) that appeared in any filing made with, or written materials submitted to, any third party and/or any governmental entity in connection with the Merger and the other transactions contemplated by the Merger Agreement.

185 InBev’s obligation to use reasonable best efforts to obtain clearance from a governmental entity was qualified so as to not require InBev to proffer to, or agree to: • Divest, dispose of or otherwise encumber or hold separate before or after the effective time of the Merger any assets, licences, operations, rights, product lines or businesses of InBev or Anheuser-Busch or any of their respective affiliates; or • Any material changes (including through licensing arrangements) or restriction on, or other impairment of, InBev’s ability to (i) own or operate any such assets, licences, operations, rights, product lines or businesses, or (ii) vote or otherwise exercise full ownership rights with respect to the stock of Anheuser-Busch, in each case, to the extent such actions would, individually or in the aggregate, result in reduction of assets, categories of assets, businesses or investments that generated in the aggregate more than 5 per cent. of the sum of the 2007 gross sales and investment income of InBev and Anheuser-Busch, including their respective subsidiaries, on a combined basis net of any ongoing annual royalty payments or other ongoing revenue contributions expected to be received as a result of effectuating such divestitures or other arrangements. Anheuser-Busch and InBev agreed to promptly provide to federal, state, local or foreign courts or governmental antitrust entities non-privileged information and documents (i) requested by any governmental antitrust entity or (ii) necessary for the consummation of the transactions contemplated by the Merger Agreement. Anheuser-Busch and InBev agreed to, upon request by the other, furnish the other with all information concerning itself, its subsidiaries, directors, officers and stockholders and such other matters as may have been reasonably necessary or advisable in connection with any statement, filing, notice or application in connection with the Merger.

(f) Litigation – Consent solicitation The parties agreed to voluntarily dismiss all pending litigation between themselves relating to the removal or removability of directors, the transactions contemplated by the Merger Agreement and InBev’s consent solicitation. InBev also agreed to terminate its proposed consent solicitation to remove and replace Anheuser-Busch’s Board of Directors.

(g) Post-closing agreements of InBev InBev agreed that, effective upon the closing of the transactions contemplated by the Merger Agreement: • Anheuser-Busch’s current headquarters in St. Louis, Missouri would be the surviving corporation’s headquarters, InBev headquarters for North America (excluding Cuba) and the global home of the flagship ‘‘Budweiser’’ brand; • The current name of Anheuser-Busch would be the name of the surviving corporation, and the name of InBev would be ‘‘Anheuser-Busch InBev SA/NV’’; and • InBev would, after consultation with the Anheuser-Busch Board of Directors, nominate and cause to be elected following the closing of the Acquisition two current or former directors of Anheuser-Busch to the Board of Directors of InBev, each such director to be confirmed for a three-year term at the first annual general meeting of InBev following the closing of the transactions contemplated by the Merger Agreement. InBev agreed, following the closing of the transactions contemplated by the Merger Agreement, to: • Cause the surviving corporation to preserve Anheuser-Busch’s heritage and continue to support philanthropic and charitable causes in St. Louis and other communities in which Anheuser- Busch operates, including Grant’s Farm and the Clydesdales operations; • Confirm the surviving corporation’s good faith commitment that it will not close any of Anheuser-Busch’s current 12 breweries located in the United States, provided there are no new or increased federal or state excise taxes or other unforeseen extraordinary events which negatively impact Anheuser-Busch’s business;

186 • Reaffirm its commitment to the three-tier distribution system in the United States and agree to work with Anheuser-Busch’s existing wholesaler panel to strengthen the relationship between the surviving corporation and its wholesalers; and • Honour Anheuser-Busch’s obligations under the Naming Rights and Sponsorship Agreement, dated 3 August 2004, as amended, between Busch Media Group, Inc., as authorised agent for Anheuser-Busch, Incorporated and Cardinals Ballpark, LLC relating to Busch Stadium. Although InBev has not attempted to quantify these post-closing obligations under the Merger Agreement in monetary terms due to their nature, it does not expect such obligations to be material in relation to the business of Anheuser-Busch InBev going forward.

(h) No solicitation of other offers In connection with the Merger Agreement, Anheuser-Busch agreed not to: • Initiate, solicit or knowingly encourage any inquiries or the making of any proposal or offer that would constitute, or could reasonably be expected to lead to, any acquisition proposal; • Engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any person relating to, any acquisition proposal; or • Otherwise knowingly facilitate any effort or attempt to make an acquisition proposal. Notwithstanding these restrictions, prior to the time that the Anheuser-Busch stockholders approved the Merger, if Anheuser-Busch had otherwise complied in all material respects with its obligations under the no solicitation covenant of the Merger Agreement, Anheuser-Busch was entitled to provide information with respect to Anheuser-Busch and its subsidiaries to any person who had made an unsolicited, written acquisition proposal so long as: • Anheuser-Busch’s Board of Directors believed in good faith that such acquisition proposal was bona fide; • Such acquisition proposal provided for the acquisition of more than 50 per cent. of Anheuser- Busch’s assets (on a consolidated basis) or total voting power of Anheuser-Busch’s equity securities; and • Anheuser-Busch’s Board of Directors concluded in good faith, after consultation with its financial advisers and outside legal counsel, that such acquisition proposal constituted (in the event Anheuser-Busch’s Board of Directors proposed to approve, recommend or otherwise declare advisable such acquisition proposal) or was reasonably likely to result in a superior proposal. Anheuser-Busch was also permitted to participate in discussions or negotiations with any person making any acquisition proposal that was consistent with the terms described above. In the cases described above, Anheuser-Busch was not permitted to disclose any non-public information to a person without entering into a confidentiality agreement that contained provisions no less favourable in the aggregate to Anheuser-Busch than those contained in its confidentiality agreement with InBev. In addition, Anheuser-Busch was required to promptly provide to InBev any non-public information concerning it or its subsidiaries provided to such other person which was not previously provided to InBev. Anheuser-Busch agreed to promptly (and, in any event, within 24 hours) notify InBev if any proposals or offers with respect to an acquisition proposal were received by, any such information was requested from, or any such discussions or negotiation were sought to be initiated or continued with, Anheuser-Busch or any of its representatives, indicating in such notice the name of such person and the material terms and conditions of any proposals or offers (including, if applicable, copies of any written requests, proposals or offers, including proposed agreements), and to keep InBev informed, on a reasonably current basis, of the status and terms of any such proposals or offers (including any amendments). An ‘‘acquisition proposal’’ meant any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalisation, reorganisation, share exchange, business combination or similar transaction involving Anheuser-Busch or any of its significant

187 subsidiaries, and any acquisition by any person, or proposal or offer, which if consummated would have resulted in any person becoming the beneficial owner of, directly or indirectly, in one or a series of related transactions, 15 per cent. or more of the total voting power or of any class of equity securities of Anheuser-Busch or those of any of its significant subsidiaries, or 15 per cent. or more of the consolidated total assets (including equity securities of its subsidiaries) of Anheuser-Busch, in each case other than the transactions contemplated by the Merger Agreement. A ‘‘superior proposal’’ meant a bona fide acquisition proposal in connection with which there had been no material violation of the no solicitation covenant contained in the Merger Agreement that would have resulted in any person (or its stockholders) becoming the beneficial owner, directly or indirectly, of more than 50 per cent. of the assets (on a consolidated basis) or more than 50 per cent. of the total voting power of the equity securities of Anheuser-Busch that its Board of Directors had determined in its good faith judgment was reasonably likely to be consummated in accordance with its terms, taking into account all legal, financial and regulatory aspects of the proposal and the person making the proposal, and if consummated, would have resulted in a transaction more favourable to Anheuser-Busch’s stockholders from a financial point of view than the transactions contemplated by the Merger Agreement (after taking into account any revisions to the terms of the Merger proposed by InBev).

(i) Conditions to the Merger Conditions to each party’s obligations: Each party’s obligation to complete the Merger was subject to the satisfaction or waiver at or prior to the effective time of the Merger of each of the following conditions: • The Merger Agreement must have been adopted by the affirmative vote of the holders of a majority of the outstanding shares of the Anheuser-Busch common stock, and a resolution approving the Merger (and the change of InBev’s name) must have been passed by the holders of 75 per cent. of the ordinary shares of InBev common stock present in person or by proxy at an Extraordinary Shareholders’ Meeting of InBev. InBev’s Shareholders approved the organisation of Anheuser-Busch by InBev at InBev’s Extraordinary Shareholders’ Meeting on 29 September 2008 and, on 12 November 2008, a majority of Anheuser-Busch shares were voted to approve the Merger at a Special Shareholders Meeting of Anheuser-Busch; • Any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the ‘‘HSR Act’’) must have expired or been earlier terminated and all other required approvals and authorisations from other applicable antitrust authorities must have been obtained. On 14 November 2008, InBev and Anheuser-Busch reached an agreement with the DOJ that permitted the completion of InBev’s acquisition of Anheuser-Busch. See ‘‘Description of InBev – The Acquisition – Regulatory Approvals’’ for further details; and • No court or other governmental entity had enacted, issued, promulgated, enforced or entered any law (temporary, preliminary or permanent) that was in effect and restrained, enjoined or otherwise prohibited consummation of the Merger. Conditions to InBev’s and Pestalozzi’s obligations: The obligation of InBev and Pestalozzi to complete the Merger was subject to the satisfaction or waiver at or prior to the effective time of the Merger of each of the following additional conditions: • As of the date of the Merger Agreement and as of the closing date of the Merger: • Anheuser-Busch’s representations and warranties that were qualified by material adverse effect must have been true and correct (unless such representation or warranty expressly spoke as of an earlier date, in which case such representation or warranty must have been true and correct as of such earlier date); and • Anheuser-Busch’s representations and warranties that were not so qualified must have been true and correct, provided that the condition set forth in (ii) would be deemed to have been satisfied even if any representations and warranties were not true and correct unless such failure, individually or in the aggregate, would, or would be reasonably likely to, have resulted in a material adverse effect (except for representations and warranties with respect to (a) Anheuser-Busch’s capital structure, (b) corporate power and authority to enter into the Merger Agreement, (c) the fairness opinions

188 delivered by Goldman, Sachs & Co. and Citigroup Global Markets Inc. to Anheuser-Busch and (d) the applicability of anti-takeover statutes, which must be true in all material respects); • Anheuser-Busch must have performed in all material respects all obligations required to be performed under the Merger Agreement at or prior to the closing date of the Merger; • Since the date of the Merger Agreement, there must not have been any change, event, circumstance or development that had, or would be reasonably likely to have had, a material adverse effect; and • Anheuser-Busch must have delivered to InBev at closing a certificate with respect to the satisfaction of the foregoing conditions relating to representations, warranties and obligations. For the purposes of the Merger Agreement, ‘‘material adverse effect’’ was defined to mean a material adverse effect on the financial condition, business or results of operations of Anheuser-Busch and its subsidiaries taken as a whole, provided that none of the following, in and of itself or themselves, was to constitute (or be taken into account in determining the occurrence of) a material adverse effect: • Effects resulting from changes in the economy or financial, credit, banking, currency, commodities or capital markets generally in the United States or other countries in which Anheuser-Busch conducts material operations or any changes in currency exchange rates, interest rates, monetary policy or inflation, except any change, event, circumstance or development that disproportionately adversely affected Anheuser-Busch and its subsidiaries compared to other companies operating in the beer, packaging or theme park industries (but only to the extent of such disproportionate effect); • Effects resulting from changes that were the result of factors generally affecting the beer, packaging or theme park industries, except any change, event, circumstance or development that disproportionately adversely affected Anheuser-Busch and its subsidiaries compared to other companies operating in the beer, packaging or theme park industries (but only to the extent of such disproportionate effect); • Effects resulting from changes in law or in United States generally accepted accounting principles (‘‘U.S. GAAP’’) or rules and policies of the Public Company Accounting Oversight Board, except any change, event, circumstance or development that disproportionately adversely affected Anheuser-Busch and its subsidiaries compared to other companies operating in the beer, packaging or theme park industries (but only to the extent of such disproportionate effect); • Any act of God or other calamity, national or international, political or social conditions (including the engagement by any country in hostilities, whether commenced before or after the date of the Merger Agreement, and whether or not pursuant to the declaration of a national emergency or war), or the occurrence of any military or terrorist attack, except any change, event, circumstance or development that disproportionately adversely affected Anheuser-Busch and its subsidiaries compared to other companies operating in the beer, packaging or theme park industries (but only to the extent of such disproportionate effect); • Effects resulting from any failure by Anheuser-Busch to meet any estimates of revenues or earnings on or after the date of the Merger Agreement, provided that this exception would not prevent or otherwise affect any change, effect, circumstance or development underlying such failure from being taken into account in determining whether a ‘‘material adverse effect’’ had occurred; • The announcement or the existence of the Merger Agreement and the transactions contemplated by the Merger Agreement (including any related or resulting loss of or change in relationship with any customer, supplier, distributor, wholesaler or other business partner, or departure of any employee or officer, or any litigation or other proceeding), including by reason of the identity of InBev or any plans or intentions of InBev with respect to the conduct of the business of Anheuser-Busch or its subsidiaries; • Compliance with the terms of, any actions taken pursuant to, or any failure to take action prohibited by, the Merger Agreement, or such other changes or events to which InBev had expressly consented in writing; or

189 • Certain other agreed upon exceptions, including (a) any impact of the Merger Agreement or the transactions contemplated thereby on Anheuser-Busch’s investment in Grupo Modelo S.A.B. de C.V. would not constitute a breach of the Merger Agreement or relieve or excuse InBev or Pestalozzi of their obligations under the Merger Agreement, and (b) with respect to adverse developments, if any, in Anheuser-Busch’s labour relations. Conditions to Anheuser-Busch’s obligations: Anheuser-Busch’s obligation to complete the Merger was subject to the satisfaction or waiver at or prior to the effective time of the Merger of each of the following additional conditions: • As of the date of the Merger Agreement and as of the closing date of the Merger (unless such representation or warranty expressly spoke as of an earlier date, in which case such representation or warranty must have been true and correct as of such earlier date), InBev’s representations and warranties must have been true and correct in all material respects; • InBev and Pestalozzi must have performed in all material respects all obligations required to be performed by them under the Merger Agreement at or prior to the closing date; and • InBev must have delivered to Anheuser-Busch at closing a certificate with respect to the satisfaction of the foregoing conditions relating to representations, warranties and obligations.

(j) Termination of the Merger Agreement The Merger Agreement could have been terminated at any time prior to the consummation of the Merger, whether before or after stockholder approval had been obtained: • By mutual written consent of Anheuser-Busch and InBev; • By either Anheuser-Busch or InBev if: • The Merger was not completed on or before 19 March 2009 (the ‘‘Termination Date’’), so long as the failure of the Merger to be completed by such date was not the result of, or caused by, the failure of the terminating party to comply in all material respects with the covenants and agreements set forth in the Merger Agreement; • Anheuser-Busch’s stockholders did not adopt the Merger Agreement at the special meeting or any adjournment or postponement thereof (on 12 November 2008 a majority of Anheuser-Busch shares were voted to approve the Merger at a Special Shareholders Meeting of Anheuser-Busch); • A resolution by InBev’s shareholders approving the Merger had not been obtained at the Extraordinary Shareholders’ Meeting of InBev (InBev’s Shareholders approved the Merger at InBev’s Extraordinary Shareholders’ Meeting on 29 September 2008); or • Any order, decree or ruling permanently restraining, enjoining or otherwise prohibiting consummation of the Merger became final and non-appealable, provided, that the party seeking to terminate the Merger Agreement had not breached in any material respect its obligations under the Merger Agreement in any manner that shall have resulted in the failure of a condition to the consummation of the Merger; • By Anheuser-Busch, if: • Prior to obtaining stockholder approval, Anheuser-Busch terminated the Merger Agreement in order to enter into an agreement with respect to a superior proposal and, concurrently with such termination, paid InBev the required termination fee; • InBev or Pestalozzi had breached any of its representations, warranties, covenants or agreements under the Merger Agreement, or any such representation or warranty made by them shall have become untrue, such that certain conditions to closing would not be satisfied and such breach or condition was not curable, or if curable, was not cured, within the earlier of 30 days after written notice of such breach or the Termination Date; or • All of the conditions to the obligations of InBev and Pestalozzi had been satisfied and InBev had failed to consummate the Merger no later than 30 calendar days after the satisfaction of such conditions;

190 • By InBev, if: • Anheuser-Busch’s Board of Directors adversely changed or withdrew its recommendation that its stockholders adopt the Merger Agreement; • Following the receipt of an acquisition proposal, Anheuser-Busch failed to reaffirm the recommendation of its Board of Directors that its stockholders adopt the Merger Agreement within 10 business days of InBev’s reasonable written request that Anheuser- Busch do so; • Following the public disclosure (other than by InBev or its affiliates) of a tender offer or exchange offer for outstanding shares of Anheuser-Busch’s common stock, Anheuser-Busch failed to recommend unequivocally against such tender or exchange offer within the earlier of one day prior to the Anheuser-Busch shareholders’ meeting to vote upon the adoption of the Merger or 11 business days after the commencement of such offer; or • Anheuser-Busch had breached any of its representations, warranties, covenants or agreements under the Merger Agreement, or any such representation or warranty made by it became untrue, such that certain conditions to closing would not be satisfied and such breach or condition was not curable, or if curable, was not cured, within the earlier of 30 days after written notice of such breach or the Termination Date.

(k) Termination fees If the Merger Agreement had been terminated by Anheuser-Busch or by InBev or Pestalozzi under the conditions described in further detail below, a termination fee in the amount of USD 1.25 billion (the ‘‘termination fee’’) would have been payable to Anheuser-Busch or InBev, as applicable. Anheuser-Busch would have been required to pay the termination fee at the direction of InBev if: • Anheuser-Busch terminated the Merger Agreement prior to the special meeting of its stockholders in order to enter into a definitive agreement for a superior proposal; • InBev terminated the Merger Agreement because: • Anheuser-Busch’s Board of Directors adversely changed or withdrew its recommendation that its stockholders adopt the Merger Agreement; • Following receipt of an acquisition proposal, Anheuser-Busch’s Board of Directors failed to reaffirm Anheuser-Busch’s approval or recommendation of the Merger within 10 business days of InBev’s reasonable written request that Anheuser-Busch do so; • Following public disclosure of a tender offer or exchange offer for Anheuser-Busch’s outstanding common stock, its Board of Directors failed to recommend unequivocally against such tender or exchange offer prior to the earlier of one day prior to the Anheuser- Busch shareholders’ meeting to vote upon the adoption of the Merger or 11 business days after the commencement of such offer and the special meeting; or • Anheuser-Busch had breached any of its representations, warranties or obligations under the Merger Agreement such that a condition to consummation of the Merger was not satisfied, and such breach or condition was not curable within the earlier of 30 days after written notice of such breach or the Termination Date (or if Anheuser-Busch terminated the Merger Agreement following the failure of its stockholders to adopt the Merger Agreement and any of the above events occurred); • Anheuser-Busch or InBev terminated the Merger Agreement because Anheuser-Busch’s stockholders failed to adopt the Merger Agreement or because the Merger was not consummated by the Termination Date (unless the Merger had not been consummated by the Termination Date because of a breach by InBev of its obligations under the Merger Agreement) and, in each case: •A bona fide acquisition proposal had been made to Anheuser-Busch or any of its subsidiaries or to its stockholders generally, or any person had publicly announced an intention (whether or not conditional) to make a bona fide acquisition proposal, and such acquisition proposal or publicly announced intention had not been publicly withdrawn without qualification at least (a) 30 business days prior to the date of termination (in the

191 case of termination of failure to consummate the Merger by the Termination Date), and (b) at least 10 business days prior to the date of the special meeting of Anheuser-Busch’s stockholders (in the case of termination for failure to obtain stockholder approval); and • Within 12 months after such termination Anheuser-Busch entered into an agreement with respect to, or consummated, any acquisition proposal. If Anheuser-Busch had paid a termination fee to InBev, such termination fee would have been InBev’s and Pestalozzi’s sole and exclusive remedy for monetary damages under the Merger Agreement. InBev agreed in the Merger Agreement to pay the termination fee to Anheuser-Busch if Anheuser-Busch or InBev terminated the Merger Agreement for failure to obtain a resolution of InBev’s shareholders approving the Merger. Under certain specified circumstances, such termination fee would have been Anheuser-Busch’s sole and exclusive remedy in the event of a termination of the Merger Agreement resulting from such failure. InBev’s Shareholders approved the Merger at an Extraordinary Shareholders Meeting on 29 September 2008.

(l) Specific performance Each of the parties was specifically authorised to obtain an order of specific performance to enforce performance of any covenant or obligation under the Merger Agreement or injunctive relief to restrain any breach or threatened breach, including, in the case of Anheuser-Busch, to specifically enforce InBev’s obligations to seek to cause its financing to be funded and InBev’s obligations to consummate the Merger.

(m) Amendment, extension and waiver At any time before the consummation of the Merger, each of the parties to the Merger Agreement was entitled to waive compliance with any of the agreements or conditions contained in the Merger Agreement to the extent permitted by applicable law. To the extent permitted by applicable law, the parties were entitled to amend the Merger Agreement at any time, provided that, pursuant to Delaware law, after Anheuser-Busch’s stockholders adopted the Merger Agreement, there could not be any amendment that decreased the merger consideration or which adversely affected the rights of Anheuser-Busch’s stockholders without the approval of Anheuser-Busch’s stockholders. The Merger Agreement provided that it could not be amended, changed, supplemented or otherwise modified except by a written agreement executed by all of the parties to the Merger Agreement.

(n) Indemnification and insurance Anheuser-Busch has obtained and fully paid for ‘‘tail’’ insurance policies with a claims period of six years from the effective time of the Merger from an insurance carrier with the same or better credit rating as Anheuser-Busch’s insurance carrier prior to the Merger with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, ‘‘D&O Insurance’’), for the persons who, as of the date of the Merger Agreement, were covered by Anheuser-Busch’s D&O Insurance. Following the effective time of the Merger, InBev and the surviving corporation of the Merger are required to indemnify, defend and hold harmless each present and former director and officer of Anheuser-Busch or any of its subsidiaries and any fiduciary under any Anheuser-Busch benefit plan and promptly advance expenses as incurred against (i) any costs or expenses (including attorneys’ fees and disbursements), (ii) judgments, (iii) fines, (iv) losses, (v) claims, (vi) damages or (vii) liabilities, incurred in connection with any claim, action, suit, proceeding or investigation (whether civil, criminal, administrative or investigative) arising out of or pertaining to the fact that the indemnified party is or was: • An officer, director, employee or fiduciary of Anheuser-Busch or any of its subsidiaries; or • A fiduciary under any Anheuser-Busch benefit plan, whether any such claim, action, suit, proceeding or investigation is or was asserted or claimed prior to, at or after the effective time of the Merger (including with respect to any acts or omissions in

192 connection with the Merger Agreement and the transactions and actions contemplated thereby), to the fullest extent permitted under the law of the State of Delaware and Anheuser-Busch’s certificate of incorporation or bylaws and any indemnification agreement in effect on the date of the Merger Agreement. Additionally, the Merger Agreement provides that the charter and bylaws of the surviving corporation must contain provisions no less favourable with respect to indemnification of and advancement of expenses to individuals who were directors and officers prior to the effective time of the Merger than those contained in the Anheuser-Busch certificate of incorporation and bylaws as of the date of the Merger Agreement, and such provisions may not be amended, repealed or otherwise modified for a period of six years from the effective time of the Merger in any manner that would adversely affect the rights of any indemnified party. Each of Anheuser-Busch’s directors and executive officers is party to an indemnification agreement with Anheuser-Busch which provides indemnitees with, among other things, certain indemnification and advancement rights in third-party proceedings, proceedings by or in the right of Anheuser-Busch, proceedings in which the indemnitee is wholly or partly successful, and for an indemnitee’s expenses incurred as a witness in a proceeding by reason of his or her corporate status. In the event of a potential change of control of Anheuser-Busch, each of the directors and executive officers has the right to request that Anheuser-Busch fund a trust in an amount sufficient to satisfy any and all expenses reasonably anticipated at the time of request to be incurred in connection with investigating, preparing for and defending any claim relating to an indemnifiable event, and any and all judgments, fines, penalties and settlement amounts of any and all claims relating to an indemnifiable event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid.

Employee benefits From and after the effective time of the Merger, InBev has agreed under the Merger Agreement to, and to cause the surviving corporation to honour, in accordance with their terms, all Anheuser- Busch benefit plans. In addition, InBev has agreed to pay, or cause to be paid, the annual bonuses for the 2008 calendar year to employees of Anheuser-Busch and its subsidiaries who remain employed through 31 December 2008 or who are involuntarily terminated without cause, between the effective time of the Merger and 31 December 2008 (other than employees who are given a notice of termination prior to the effective time of the Merger), based on their performance for the 2008 year in accordance with Anheuser-Busch’s practices and policies in effect on the date of the Merger Agreement. Until the first anniversary of the effective time of the Merger or 31 December 2009, whichever is later, InBev has agreed to, or to cause the surviving corporation and each of its subsidiaries to, provide employees of Anheuser-Busch and its subsidiaries at the effective time of the Merger with compensation and benefits that are not less favourable in the aggregate than the compensation and benefits provided to current employees immediately prior to the effective time of the Merger. InBev has agreed to cause the surviving corporation to cause service rendered by employees of Anheuser-Busch and its subsidiaries prior to the consummation of the Merger to be taken into account for vesting and eligibility purposes (but not accrual purposes) under employee benefit plans of the surviving corporation and its subsidiaries, to the same extent as such service was taken into account under the corresponding benefit plans of Anheuser-Busch and its subsidiaries for those purposes. Current employees will not be subject to any pre-existing condition limitation under any health plan of the surviving corporation or its subsidiaries for any condition for which they would have been entitled to coverage under the corresponding benefit plan of Anheuser-Busch and its subsidiaries in which they participated prior to the effective time of the Merger. InBev will cause the surviving corporation and its subsidiaries to give such current employees credit under such plans for co-payments made and deductibles satisfied prior to the date of the Merger Agreement. Until the first anniversary of the effective time of the Merger or 31 December 2009, whichever is later, InBev or the surviving corporation, or InBev’s or the surviving corporation’s subsidiaries, as applicable, will pay severance benefits to non-union employees of Anheuser-Busch and its subsidiaries who are involuntarily terminated without cause during such period (other than those employees who are given a notice of termination prior to the effective time of the Merger) that are not less favourable than the severance benefits payable under Anheuser-Busch’s Severance Pay Program as in effect immediately prior to the effective time of the Merger.

193 Retention programme In connection with the Merger, Anheuser-Busch and InBev agreed to establish an employee retention programme providing for integration bonuses and severance benefits for certain key employees of Anheuser-Busch. This programme became effective as of the closing of the Merger.

(a) Integration bonus Approximately 60 key employees of Anheuser-Busch (including Anheuser-Busch’s current executive officers other than Mr. Busch IV, who terminated his employment with Anheuser-Busch upon the occurrence of the Merger) will be eligible to receive an additional bonus for 2008 equal to 40 per cent. of the target bonus otherwise payable to that employee under the pre-existing Anheuser-Busch bonus programmes. The amount of the additional bonus will depend upon the extent of achievement of projected 2008 savings under Anheuser-Busch’s Blue Ocean programme. In addition, approximately 360 key employees of Anheuser-Busch (including Anheuser-Busch’s executive officers, other than Mr. Busch IV) will be eligible to receive a bonus ranging from 80 per cent. to 110 per cent. of the employee’s 2009 target bonus award. The extent to which the bonus exceeds 80 per cent. of the employee’s 2009 target bonus will depend on the extent of achievement of the Blue Ocean operating goals through 2009. In order to qualify for this integration bonus, the employee generally must be employed until the date on which annual bonuses for 2009 are paid in the ordinary course, though an employee who is involuntarily or constructively terminated after the closing and prior to the bonus payment will be eligible to receive a pro rata payment.

(b) Enhanced severance The retention plan also provides that the same group of approximately 360 employees (including Anheuser-Busch’s current executive officers, other than Mr. Busch IV) will be eligible for enhanced severance benefits payable upon an involuntary or constructive termination of employment within two years following the closing of the Merger. These severance benefits will range from 15 months of base salary to two times the sum of base salary and target bonus and will include continuation of medical, insurance and welfare benefits ranging from 15 to 24 months (in each case, depending on the particular employee category). The retention plan provides that approximately 60 of these employees (including Anheuser-Busch’s current executive officers, other than Mr. Busch IV) will, if necessary, be eligible for a modified gross-up payment on amounts that are subject to the excise tax imposed by under Section 4999 of the United States Internal Revenue Code but only if the total value of all ‘‘parachute payments’’ to the individual exceeds 110 per cent. of the individual’s ‘‘safe harbour’’ amount. The enhanced severance programme will also contain customary restrictive obligations, including an agreement not to compete with Anheuser-Busch for a period ranging from 12 to 24 months. Constructive termination includes a material reduction of compensation, a material reduction in duties and responsibilities from those in effect immediately prior to closing of the Merger and relocation of more than 50 miles.

Consulting Agreement In connection with the Merger, InBev and Mr. Busch IV entered into a consulting agreement (the ‘‘Consulting Agreement’’) which became effective as of the closing of the Merger and will continue until 31 December 2013 (the ‘‘Consulting Period’’), substantially on the terms described below. In his role as consultant, Mr. Busch IV will at the request of the chief executive officer of InBev, provide advice to InBev on Anheuser-Busch new products and new business opportunities; review Anheuser- Busch marketing programmes; meet with retailers, wholesalers and key advertisers of Anheuser-Busch; attend North American media events; provide advice with respect to Anheuser-Busch’s relationship with charitable organisations and the communities in which it operates; and provide advice on the taste, profile, and characteristics of the Anheuser-Busch malt-beverage products. Under the terms of the Consulting Agreement, as contemplated, at the time of the Merger, Mr. Busch IV received a lump sum cash payment equal to USD 10,350,000, less any applicable withholding. During the Consulting Period, Mr. Busch IV will be paid a fee of approximately USD 120,000 per month. In addition, Mr. Busch IV will be provided with an appropriate office in St. Louis, Missouri, administrative support and certain employee benefits that are materially similar to those provided to full-time salaried employees of Anheuser-Busch. He will also be provided with personal security services through 31 December 2011 (in St. Louis, Missouri) in accordance with

194 Anheuser-Busch’s past practices including an income tax gross-up and with complimentary tickets to Anheuser-Busch sponsored events. Mr. Busch IV will also be eligible for a gross-up payment under Section 280G of the U.S. Internal Revenue Code of 1986, as amended (estimated to be approximately USD 11.1 million) on various change in control payments and benefits to which he is entitled in connection with the Merger. Such Code Section 280G gross-up payments are payments which, after the imposition of certain taxes, will equal the excise tax imposed on such change of control payments and benefits to which Mr. Busch IV is entitled. Mr. Busch IV will be subject to restrictive covenants relating to non-competition and non-solicitation of employees and customers which will be in effect for the Consulting Period and a confidentiality covenant. The parties will be subject to a mutual non-disparagement covenant. If terminated by reason of a notice given by Mr. Busch IV, he would no longer be entitled to any rights, payments or benefits under the Consulting Agreement (with the exception of accrued but unpaid consulting fees, business expense reimbursements, any Code Section 280G gross-up payment, indemnification by InBev, and continued office and administrative support for 90 days following termination of the agreement) and the non-compete and non-solicitation restrictive covenants would survive for two years following termination of the Consulting Agreement (but not beyond 31 December 2013). If terminated by reason of a notice given by InBev for any reason other than for ‘‘cause,’’ Mr. Busch IV would continue to have all rights (including the right to payments and benefits) provided for in the Consulting Agreement and will continue to be bound by the non-compete and non-solicitation restrictive covenants through 31 December 2013. Mr. Busch IV will generally be indemnified by InBev from and against all claims arising from the performance of his duties as a consultant during the Consulting Period. In addition, Mr. Busch IV and InBev have executed a mutual release of claims regarding all pre-closing matters.

Employee benefit plans and options Pursuant to the terms of the Anheuser-Busch officer bonus plan, supplemental retirement plan and deferred compensation plan, certain payments are accelerated upon the occurrence of a change of control of Anheuser-Busch. In the event that an excise or other special tax is imposed on any payment under these or certain other employee benefit plans due to the change in control, the payment amount will be increased to cover such tax on a ‘‘grossed-up’’ basis. Pursuant to the terms of certain Anheuser-Busch employee stock plans, upon adoption by stockholders of Anheuser-Busch of the Merger Agreement or upon consummation of the Merger, as applicable, each equity award (including options, restricted shares, and restricted share units) outstanding under such stock plans vested and all restrictions lapsed (including equity awards held by Anheuser-Busch executive officers and directors).

Financing the Acquisition InBev estimates that the total amount of funds necessary to consummate the Acquisition will be approximately USD 54.8 billion, and InBev drew upon long- and short-term Senior Credit and Bridge Facilities sufficient to enable it to consummate the Acquisition, including the payment of USD52.5 billion to shareholders of Anheuser-Busch, refinancing certain Anheuser-Busch indebtedness, payment of all transaction charges, fees and expenses and the amount of fees and expenses and accrued but unpaid interest to be paid on Anheuser-Busch’s outstanding indebtedness. InBev financed the Acquisition with new Senior Credit and Bridge Facilities described below and available cash. On 18 December 2008, Anheuser-Busch InBev repaid the debt it incurred under the Bridge Facility with the net proceeds of the Rights Issue and cash proceeds received by Anheuser-Busch InBev from pre-hedging the foreign exchange rate between the euro and the U.S. dollar in connection with the Rights Issue. Anheuser-Busch InBev intends to refinance a portion of the debt incurred under the Senior Credit Facility with the proceeds of one or more debt capital markets offerings (including through a private placement of notes for institutional investors in the U.S. (and elsewhere) and/or through the establishment of, and completion of one or more offerings under, this euro medium-term notes Programme). The Rights Issue and any debt capital markets offering are not conditioned upon one another and may be consummated at various times. The decision to proceed with one offering will be made independently, subject to market conditions, from the decision to proceed with any other offering. In addition, Anheuser-Busch InBev may, in the future, dispose of certain of the assets or businesses of InBev or Anheuser-Busch and expects to utilise proceeds from any such disposals to

195 repay indebtedness incurred to finance the Acquisition. The availability of funds under the senior and bridge financing was subject to the satisfaction of certain conditions as more specifically described below in ‘‘Description of InBev – The Acquisition – Financing the Acquisition – Senior Facilities Agreement – Conditions Precedent and certain funds period’’. In connection with the transaction with Anheuser-Busch, InBev entered into the following definitive financing arrangements: • USD 45 billion Senior Facilities Agreement, dated as of 12 July 2008 as amended as of 23 July 2008, 21 August 2008 and 3 September 2008 (the ‘‘Senior Facilities Agreement’’), for InBev and InBev Worldwide, arranged by Banco Santander, S.A., Barclays Capital, BNP Paribas, Deutsche Bank AG, London Branch, Fortis Bank SA/NV, ING Bank N.V., J.P. Morgan PLC, Mizuho Corporate Bank, LTD., the Bank of Tokyo-Mitsubishi UFJ, LTD. and The Royal Bank of Scotland PLC, as Mandated Lead Arrangers and Bookrunners, and Fortis Bank SA/NV, acting as Agent and Issuing Bank; and • USD 5.6 billion Bridge Facility Agreement, dated as of 12 July 2008 as amended and increased to USD 9.8 billion pursuant to a supplemental agreement dated 23 July 2008 and as further amended as of 3 September 2008 (the ‘‘Bridge Facility Agreement’’) for InBev, arranged by Banco Santander, S.A., BNP Paribas, Deutsche Bank AG, London Branch, Fortis Bank SA/NV, ING Bank N.V., J.P. Morgan PLC and The Royal Bank of Scotland PLC, as Mandated Lead Arrangers and Fortis Bank SA/NV, acting as Agent. The Merger Agreement required that InBev (i) satisfy on a timely basis all conditions applicable to InBev under these facility agreements and (ii) (a) obtain and consummate the financing contemplated by these facility agreements or, and if such financing was unavailable, (b) obtain and consummate alternative financing. The Merger Agreement further required that InBev notify Anheuser-Busch of any termination of these facility agreements or of the occurrence of any event that would prevent InBev from satisfying one or more of the conditions to initial utilisation in these facility agreements. In the event that InBev became aware of any event or circumstance that made any portion of the financing of these facility agreements unavailable prior to 19 March 2009 for any reason on the terms and conditions set forth in these facility agreements, InBev was required to secure as promptly as practicable any such unavailable portion from alternative sources. In connection with the Rights Issue, InBev entered into certain hedging arrangements to hedge the foreign exchange rate between the euro and the U.S. dollar, pursuant to which it has fully hedged the proceeds of the Rights Issue. On 18 December 2008, InBev used the proceeds from these hedging arrangements to repay part of the indebtedness incurred in order to finance the Acquisition. The following table sets forth the sources and uses of funds in connection with the Acquisition:

Sources of funds Uses of funds USD billion (except number of shares) Facility A – bridge to debt capital markets issuances(1) ...... 12.0 Offer price for Anheuser-Busch shares . . . 70 Facility B – bridge to disposals(2) ...... 7.0 Number of shares (fully diluted) (billion) . 0.750 Facility C – three-year bullet bank loan . . 13.0 Equity value ...... 52.2 Facility D and Revolving Credit Facility – five-year bullet bank loan and USD 1 billion RCF ...... 3.0 Anheuser-Busch debt to be refinanced(4) . 1.0 Bridge Facility – bridge to equity(3) ..... 9.8 Fees and transaction costs(5) ...... 1.3

Notes: (1) InBev currently expects to use the proceeds from one or more debt capital markets issuances (including through a private placement of notes to institutional investors in the U.S. (and elsewhere) and/or through the establishment of this Programme) to repay indebtedness incurred to finance the Acquisition. (2) As discussed in more detail in ‘‘Description of Anheuser-Busch InBev – The Acquisition – Financing the Acquisition’’, Anheuser-Busch InBev may, in the future, dispose of certain of the assets or businesses of InBev or Anheuser-Busch and expects to utilise the proceeds from any such disposals to repay indebtedness incurred to finance the Acquisition. (3) The Bridge Facility was repaid from funds raised in connection with the Rights Issue and cash proceeds received by InBev from hedging the foreign exchange rate between the euro and the U.S. dollar in connection with the Rights Issue.

196 (4) The financing obtained by InBev was based on the assumption that approximately USD 1.0 billion of Anheuser-Busch debt may be refinanced. InBev will assume any Anheuser-Busch indebtedness that survives the closing of the Acquisition. As of 30 September 2008, the long-term indebtedness of Anheuser-Busch amounted to USD 7.7 billion. (5) The fees and transaction costs include certain arrangement fees and underwriting commissions as well as other costs and expenses related to the Acquisition and the debt and equity financing arrangements put in place for financing the Acquisition.

Senior Facilities Agreement (a) Overview The Senior Facilities Agreement makes the following five Senior Facilities (the ‘‘Senior Facilities’’) available to InBev and its subsidiary, InBev Worldwide, for the purpose of funding the Acquisition and certain related purposes or, in the case of the Revolving Credit Facility described in (v) below, for other additional purposes: (i) ‘‘Facility A’’, a 364 day term loan facility for up to USD 12 billion principal amount, which may, at InBev’s option, be extended by one year, (ii) ‘‘Facility B’’, a 364-day term loan facility for up to USD 7 billion principal amount, (iii) ‘‘Facility C’’, a three year term loan facility for up to USD 13 billion principal amount, (iv) ‘‘Facility D’’, a five year term loan facility for up to USD 12 billion principal amount, and (v) ‘‘Revolving Credit Facility’’, a five year multicurrency revolving credit facility for up to USD 1 billion principal amount. The obligations of the borrowers under the Senior Facilities Agreement are jointly and severally guaranteed by the Guarantors. InBev is required to procure that, following the closing of the Merger, Anheuser-Busch and certain key subsidiaries of InBev accede as Guarantors to the Senior Facilities Agreement within certain periods of time after the first utilisation of the Senior Facilities.

(b) Use of proceeds Borrowings under Facility A, Facility B, Facility C and Facility D (the ‘‘Term Loan Facilities’’) are required to be made pro rata across all Term Loan Facilities and may only be applied towards: (i) the direct costs of acquiring Anheuser-Busch, including the costs of financing the cash compensation payable to existing shareholders of Anheuser-Busch, (ii) refinancing existing indebtedness of Anheuser- Busch and its subsidiaries, or (iii) fees, costs and expenses and any stamp, registration and other taxes incurred in connection with acquiring Anheuser-Busch. Borrowings under the Revolving Credit Facility, which may be drawn-down or utilised by way of letters of credit, may be applied towards: (i) refinancing existing indebtedness of Anheuser-Busch and its subsidiaries, (ii) fees, costs and expenses and any stamp, registration and other taxes incurred in connection with acquiring Anheuser-Busch or (iii) general corporate and working capital purposes of InBev and its subsidiaries. USD 44 billion was borrowed on the closing date of the Merger to finance a portion of the costs in connection with the closing of the Merger.

(c) Conditions Precedent and certain funds period Commitments under each of the Senior Facilities, including the Revolving Credit Facility, would have been automatically cancelled in full if the Merger had not been completed on or before 20 March 2009. The availability of funds under the Senior Facilities was subject to the satisfaction of a set of initial conditions precedent (the ‘‘Conditions Precedent’’), including the delivery to the lenders’ agent of: • A copy of the resolutions of InBev’s shareholders approving (i) the Acquisition, (ii) the change of control provisions under the Senior Facilities Agreement and (iii) the raising of equity in the amount agreed to in the Standby Equity Underwriting Agreement dated 12 July 2008 between InBev and underwriters of the Rights Issue; • Confirmation from InBev that (i) all relevant waiting periods under the HSR Act had expired; and (ii) all approvals required pursuant to the EC Merger Regulation (Council Regulation (EC) No. 139/2004) had been received; • Evidence that, as at the funding date, InBev had a written confirmation from each of Standard & Poor’s Rating Services and Moody’s Investor Service Inc. that its credit rating (as assessed pro forma to reflect the Acquisition and taking into account the incurrence of related

197 financial indebtedness) was at least BBB- or better from Standard & Poor’s Rating Services and Baa3 or better from Moody’s Investors Service Inc.; and • Evidence that a utilisation request to drawdown the full amount available to be drawn under the Bridge Facility Agreement (or such lower amount as may be set out in the agreed sources and uses report) had been delivered (taking into account any permitted cancellation of the Bridge Facility described below). In addition to the Conditions Precedent, all utilisations, both initial and subsequent, also generally require satisfaction of further conditions precedent, including that no event of default or (in the case of any utilisation that does not constitute a rollover loan, that is, a Revolving Credit Facility loan for the purposes of refinancing a maturing Revolving Credit Facility loan or satisfying a claim in respect of a letter of credit and meeting specified conditions) potential event of default is continuing or would result from the proposed utilisation and that certain repeating representation and warranties made by each borrower or guarantor remain true in all material respects. The Senior Facilities Agreement sets forth a ‘‘certain funds period’’ during which the lenders are required to fund utilisations despite these further conditions precedent not having been satisfied. During this certain funds period, which began on the date of the Senior Facilities Agreement and continued until the closing date of the Merger, a lender was entitled to refuse to fund utilisations only in limited circumstances, and in particular if (a) the Conditions Precedent were not satisfied, (b) a change of control had occurred with respect to InBev or all or substantially all of its assets had been sold, (c) illegality affected such lender’s obligations to lend, (d) certain major events of defaults relating to InBev and certain material subsidiaries (excluding for this purpose Anheuser-Busch and its subsidiaries) were continuing or would have resulted from the proposed utilisation or (e) certain major representations relating to InBev and certain material subsidiaries (excluding Anheuser-Busch and its subsidiaries) were not true and accurate.

(d) Margin InBev may borrow under each Senior Facility at an interest rate equal to LIBOR or EURIBOR, plus mandatory costs (if any), plus a margin that ranges from 1.0 per cent. to 1.75 per cent. per annum based upon the current ratings assigned by rating agencies to InBev’s long-term debt. With the exception of Facility B, whose margin increases with time, the margins of the Senior Facilities increase to the extent that the ratings assigned to InBev’s long-term debt are lowered. The margin applicable to certain Senior Facilities may also be reduced in certain circumstances where the ratings assigned to InBev improve. Certain Senior Facility margins may also adjust following the first anniversary of the funding date, for instance, if the option to extend the term of Facility A by one year is taken, the margin on Facility A increases by a specified percentage per annum, while the Facility D and Revolving Credit Facility margins may decrease following the first anniversary of the funding date in response to repayments, reductions or prepayments of the Term Facilities (except to the extent funded by a utilisation under the Revolving Credit Facility or another existing credit facility).

(e) Prepayments Mandatory prepayments are required to be made under the Senior Facilities in certain circumstances, including (i) in the event that a person or a group of persons acting in concert (other than any existing shareholder(s) of Stichting InBev) acquires control of InBev, in which case individual lenders are accorded rights to require prepayment in full of their respective portions of the outstanding utilisations and (ii) out of the net proceeds received by InBev or its subsidiaries from funds raised in any public or private loan or debt capital markets, funds raised in the equity capital markets or funds raised from asset disposals, subject in each case to specific exceptions. Under the terms of the Senior Facilities Agreement, prepayments of the Term Facilities will be applied as follows: • Voluntary prepayments and the net cash proceeds from funds raised in the equity capital markets that are required to be used for prepayments of the Senior Facilities will be applied first in prepayment of Facility B until it has been repaid in full, then of such other Term Loan Facilities as InBev may select until all Term Loan Facilities are repaid in full, and then of the Revolving Credit Facility;

198 • Net cash proceeds from funds raised in any public or private loan or debt capital markets that are required to be used for prepayments will be applied first in prepayment of Facility A, second in prepayment (at InBev’s discretion) of Facility C and/or Facility D, third in prepayment of Facility B, and lastly towards the Revolving Credit Facility (subject to certain exceptions) provided, that a portion of the amount that would otherwise be required to be applied in prepayment of Facility A may be applied (at the discretion of Anheuser-Busch InBev) towards prepayment of Facility B Loans before prepaying Facility A in an amount not to exceed USD 3,500,000,000; and • Net cash proceeds from asset disposals will be applied first in prepayment of Facility B and then of Facility A, such that the aggregate amount of disposal proceeds applied in prepayment of Facility B and Facility A is not less than USD 7 billion, and then may be applied at InBev’s discretion towards any other financial indebtedness of InBev or its subsidiaries (other than the Bridge Facility). Note, however, that the net cash proceeds from equity raising transactions are required to be used to prepay amounts outstanding under the Bridge Facility Agreement before any application against the Senior Facilities. InBev currently expects that Facility A will be refinanced principally by one or more debt capital markets issuances (including through a private placement of notes to institutional investors in the U.S. (and elsewhere) and/or through the establishment of this Programme) and Facility B will be repaid in part through disposals of assets.

(f) Financial condition undertakings The Senior Facilities Agreement requires InBev to abide by a specified interest cover ratio and leverage ratio which is tested semi-annually for the 12-month test period ending on the test date, beginning on 30 June 2009. The initial interest cover ratio (which is the ratio of EBITDA, calculated in accordance with the Senior Facilities Agreement, to net interest expense on a consolidated basis) is 2.5:1 and it is stepped up incrementally during the term of the facilities to 3.0:1 and the initial leverage ratio (which is the ratio of its total net debt to EBITDA, calculated in accordance with the Senior Facilities Agreement, on a consolidated basis) is 5.2:1 and is stepped down during the term of the facilities to 3.5:1.

Bridge Facility Agreement (a) Overview The Bridge Facility Agreement made a short-term facility of up to USD 9.8 billion principal amount (the ‘‘Bridge Facility’’) available to InBev for the following purposes: (i) the direct costs of acquiring Anheuser-Busch, including the costs of financing the cash compensation payable to existing shareholders of Anheuser-Busch, (ii) refinancing existing indebtedness of Anheuser-Busch and its subsidiaries, (iii) fees, costs and expenses and any stamp, registration or other taxes incurred in connection with acquiring Anheuser-Busch or (iv) financing (directly or indirectly) an acquisition by Anheuser-Busch or its subsidiaries pursuant to a legally binding obligation incurred prior to the date on which the loan under the Bridge Facility is made (the ‘‘Bridge Funding Date’’). Only one drawdown under the Bridge Facility was permitted and the borrower was required to be InBev. USD 9.8 billion was borrowed by InBev on the closing date of the Merger under the Bridge Facility to fund the closing of the Merger. InBev’s obligations under the Bridge Facility Agreement are jointly and severally guaranteed by one or more guarantors which, on the date of the Bridge Facility Agreement, consisted solely of InBev Worldwide. InBev is obliged to procure that, following the closing of the Merger, Anheuser-Busch accedes as a guarantor within a specified period of time. The Bridge Facility is subordinated to the Senior Facilities pursuant to a Subordination Agreement dated 12 July 2008 between, among others, InBev, InBev Worldwide and the lenders under the Senior Facilities Agreement and Bridge Facility Agreement.

199 The commitments under the Bridge Facility would have been automatically cancelled or reduced to the extent of the net cash proceeds received by InBev prior to the Bridge Funding Date through an equity raising transaction (including any cash proceeds received by InBev from hedging the foreign exchange rate between the euro and the U.S. dollar in connection with such equity raising transaction), subject to certain exceptions.

(b) Conditions precedent, certain funds period Subject to the satisfaction of certain initial conditions precedent, the Bridge Facility was available to be drawn until 20 March 2009. The entirety of the availability period was a ‘‘certain funds period’’ under the Bridge Facility Agreement, and a lender could have refused to fund the loan under the Bridge Facility only in the following limited circumstances: (i) the initial conditions precedent were not satisfied, (ii) a change of control had occurred with respect to InBev or all or substantially all of its assets had been sold, (iii) illegality affected such lender’s obligations to lend, (iv) certain major events of default relating to InBev and certain material subsidiaries (excluding Anheuser-Busch and its subsidiaries) were continuing or would have resulted from the utilisation, or (v) certain major representations relating to InBev and certain material subsidiaries (excluding Anheuser-Busch and its subsidiaries) were not true and accurate. The initial conditions precedent, major events of default and major representations under the Bridge Facility Agreement are substantially similar to those under the Senior Facilities Agreement.

(c) Margin The Bridge Facility bears interest at LIBOR, plus mandatory costs (if any), plus a fixed margin of 1.5 per cent. per annum.

(d) Repayments and prepayments The Bridge Facility must be repaid in full on the six-month anniversary of the Bridge Funding Date. Mandatory prepayments must be made towards amounts outstanding under the Bridge Facility in certain circumstances, including in connection with the change of control in circumstances similar to those described above in ‘‘Description of InBev – The Acquisition – Financing The Acquisition – Senior Facilities Agreement – Prepayments’’. In addition, subject to an exception for employee benefit programmes, the Bridge Facility must be prepaid from the net cash proceeds received by InBev through an equity raising transaction (including any cash proceeds received by InBev from hedging the foreign exchange rate between the euro and the U.S. dollar in connection with such equity raising transaction). Under the terms of both the Subordination Agreement and the Senior Facilities Agreement, proceeds from such equity raisings must be applied to the Bridge Facility before the Senior Facilities. On 18 December 2008, InBev repaid the entire amount borrowed under the Bridge Facility with the net proceeds of the Rights Issue and cash proceeds received by InBev from hedging the foreign exchange rate between the euro and the U.S. dollar in connection with the Rights Issue.

Regulatory approvals The Merger is subject, and requires approvals or notifications pursuant, to various antitrust laws, including under the United States HSR Act.

United States Under the HSR Act and the rules promulgated thereunder by the U.S. Federal Trade Commission (the ‘‘FTC’’), the Merger could not have been completed until Anheuser-Busch and InBev each filed a notification and report form under the HSR Act and the applicable waiting period had expired or been terminated. On 15 July 2008, InBev filed, and on 18 July 2008, Anheuser-Busch filed notification and report forms under the HSR Act with the FTC and the Antitrust Division of the U.S. Department of Justice (the ‘‘DOJ’’). The initial 30-day waiting period under the HSR Act (which ended on 18 August 2008) was extended by the DOJ’s issuance, on 18 August 2008, of a Request for Additional Information and Documentary Material. The extension resulting from such request was for a period of time necessary for InBev and AB to substantially comply with the request and provide relevant information

200 and documentary materials, plus an additional 30 days for the relevant U.S. authorities to review the information and documentary materials so provided after both parties have substantially complied with the request. On 14 November 2008, InBev and Anheuser-Busch reached an agreement with the DOJ that permitted the completion of InBev’s acquisition of Anheuser-Busch. Under the terms of the proposed consent final judgment filed on 14 November 2008 in U.S. District Court for the District of Columbia, the following three actions must occur: • Labatt, a partially owned, indirect subsidiary of InBev headquartered in Toronto, Canada, is to grant to an independent third party a perpetual exclusive licence: • to market, distribute and sell Labatt branded beer (primarily Labatt Blue and Labatt Blue Light) for consumption in the United States; • to brew such Labatt branded beer in the United States or Canada solely for sale for consumption in the United States; and • to use the relevant trademarks and intellectual property to do so; • InBev is to sell to the licensee the assets of InBev USA LLC d/b/a/ Labatt USA, an InBev subsidiary, headquartered in Buffalo, New York, whose staff currently handles the importing, marketing and sale of Labatt branded beer to wholesalers in the United States; and • Labatt is to brew and supply the Labatt branded beer for the licensee for an interim period of no more than three years. These actions are to be implemented following completion of InBev’s acquisition of Anheuser- Busch. The proposed consent final judgment requires implementation of the actions above within the later of 90 days of filing of the complaint (which was on 14 November 2008) or five calendar days after notice of the entry of the final judgment with the U.S. District Court, although further extension of the time up to an additional 90 days can be granted at the discretion of the DOJ. Anheuser-Busch InBev has agreed to indemnify AmBev and its subsidiary Labatt against certain losses, claims and damages arising out of the proposed consent final judgment and the divestiture of the assets required to be disposed of thereunder. Approximately 1.7 million hectolitres of Labatt branded beer were sold in the United States in 2007. The impact on earnings of the foregoing actions is not expected to be material to Anheuser- Busch InBev. The proposed consent final judgment described above is subject to review under the U.S. Tunney Act, 15 U.S.C. Section 16 (the ‘‘Tunney Act’’). The Tunney Act requires that a notice to the public, describing, among other things, the terms of the proposed consent final judgment and the nature and purpose of the proceeding, must be published in the U.S. Federal Register and certain newspapers in order to provide the public with an opportunity to comment on the proposed consent final judgment. These comments, if any, are taken into consideration by the DOJ and the court in deciding whether the proposed final judgment is in the public interest and should be entered as a final judgment. Until the Tunney Act process is completed, the DOJ reserves the right to withdraw its consent to the proposed final judgment and to take such further action as is appropriate. In addition, the U.S. antitrust laws enable the DOJ and others such as U.S. state governments and private individuals to bring antitrust actions contending that an already completed merger substantially lessens competition or has created a monopoly or otherwise violates the antitrust laws in different or additional respects not contemplated by the action filed on 14 November 2008 and resolved by the proposed consent final judgment described above. On 10 September 2008 an action brought under Section 7 of the Clayton Antitrust Act styled Ginsburg et al. v. InBev NV/SA et al., C.A. No. 08-1375, was filed against InBev, Anheuser-Busch and Anheuser-Busch, Inc. in the United States District Court for the Eastern District of Missouri. The complaint alleges that the Merger will have certain anticompetitive effects and consequences on the beer industry. Plaintiffs generally seek declaratory relief that the Merger violates Section 7 of the Clayton Antitrust Act and injunctive relief to prevent consummation of the Merger. On 3 November 2008, the plaintiffs filed a motion for a preliminary injunction against InBev’s acquisition of Anheuser- Busch. On 18 November 2008, the United States District Court for the Eastern District of Missouri denied plaintiffs’ motion for a preliminary injunction. On 19 November 2008 plaintiffs filed a motion

201 requesting the court to reconsider its order of 18 November 2008 and, upon consideration, grant the preliminary injunction. Anheuser-Busch InBev believes that the motion for reconsideration is entirely without merit.

Time-line of the Merger InBev’s Extraordinary Shareholders’ Meeting of 29 September 2008 approved the Acquisition and the Rights Issue. It also approved, among others, certain other resolutions related to the Acquisition, including: • The modification of the Company’s name to ‘‘Anheuser-Busch InBev’’ and the amendment to Article 1 of InBev’s articles of association accordingly, conditional upon, and effective as from, the filing of the certificate of merger with the Secretary of State of the State of Delaware or such later time as agreed by the parties to the Merger Agreement in writing and specified in the certificate of merger, as set forth in the Merger Agreement; • The appointment of Mr. August Busch IV as director of InBev, conditional upon, and effective as from, the filing of the certificate of merger with the Secretary of State of the State of Delaware or such later time as agreed by the parties to the Merger Agreement in writing and specified in the certificate of merger, as set forth in Merger Agreement, for a term of service ending immediately after the annual shareholders’ meeting of InBev to be held in 2011; and • The approval by the Shareholders’ Meeting of InBev, in accordance with Article 556 of the Belgian Companies Code, of certain change of control provisions contained in a USD 45 billion Senior Facilities Agreement and a USD 9.8 billion Bridge Facility Agreement entered into by InBev (and one of its subsidiaries) in view of the financing of the Acquisition. A lender may refuse to fund utilisations and a mandatory prepayment is required pursuant to the change of control provisions in these facility agreements if any person or group of persons (other than Stichting InBev or any existing shareholders of Stichting InBev) acting in concert gains control of InBev. On 12 November 2008, a majority of Anheuser-Busch shares were voted to approve the Merger at a Special Shareholders’ Meeting of Anheuser-Busch. The closing of the Merger was completed and the certificate of merger filed on 18 November 2008.

Discussion of the unaudited illustrative financial impact on InBev of the Acquisition of Anheuser-Busch This discussion has been prepared on the basis of InBev and Anheuser-Busch being separate entities prior to the completion of the Merger.

Introduction The following is a discussion of the unaudited illustrative financial impact on InBev of the Acquisition (see ‘‘Description of InBev – The Acquisition – Overview’’) and the related effects of the initial financing of the Acquisition through a combination of new Senior and Bridge Facilities (see ‘‘Description of InBev – The Acquisition – Financing the Acquisition’’) and the refinancing of the bridge facility from proceeds of the Rights Issue. Together, the Acquisition, the related financing and the refinancing are referred to herein as the Transactions (the ‘‘Transactions’’), and this discussion of the unaudited illustrative financial impact of the Transactions is referred to as the Narrative (the ‘‘Narrative’’). The information provided by this Narrative about the unaudited illustrative financial impact of the Transactions is divided into three sub-sections: ‘‘Introduction’’, ‘‘Description of adjustments’’, and ‘‘Description of overall impact on InBev’’. This Narrative has been prepared solely for illustrative purposes. InBev did not acquire control of Anheuser-Busch until the Acquisition was completed. Until that time, due to legal restrictions on the companies’ conduct prior to the Acquisition, InBev had limited access to financial and other information of Anheuser-Busch. Furthermore, InBev had no access to information about Grupo Modelo and Tsingtao, two significant investees of Anheuser-Busch, which are accounted for by Anheuser-Busch under the equity method under U.S. GAAP. Because of these limitations, InBev is unable to present financial statements for Anheuser-Busch on a basis consistent with InBev’s accounting policies under IFRS. Furthermore, the limitations on access to financial and other

202 information of Anheuser-Busch have prevented InBev from conducting the valuation studies necessary to prepare an allocation of the purchase price, provisional or otherwise, of Anheuser-Busch of the sort contemplated by IFRS. In addition, InBev has not reflected any potential dispositions of assets or businesses of InBev or Anheuser-Busch that may occur in connection with or following the Acquisition. Because of the foregoing limitations, InBev is unable to present, and this Narrative does not constitute, ‘‘pro forma financial information’’ within the meaning of Annex II of Commission Regulation (EC) No. 809/2004 of 29 April 2004. Information in this Narrative is based on information available to InBev and certain estimates and assumptions that InBev believes are reasonable. Because the Narrative contains uncertainties and assumptions, this information is for illustrative purposes only and does not purport to be representative of the actual financial condition or results of operations that would have resulted if the Transactions had occurred as of the dates specified below or to forecast the financial condition or results of operations of Anheuser-Busch InBev as of or for any future date or period. This Narrative does not reflect any projected cost savings or other synergies (see ‘‘Description of InBev – Overview of InBev and its Business – InBev company profile – Strengths and Strategy – Strengths’’ and ‘‘Description of InBev – The Acquisition – Rationale for the Acquisition’’), or any special items such as payments pursuant to contractual change-of-control provisions or restructuring and integration costs which may be incurred as a result of the Acquisition. As discussed in more detail under ‘‘Description of InBev – The Acquisition – Financing the Acquisition’’, Anheuser-Busch InBev may, in the future, dispose of certain of the assets or businesses of InBev or Anheuser-Busch, and expects to utilise proceeds from any such disposals to repay indebtedness incurred to finance the Acquisition. Such disposals have not been considered in the preparation of the Narrative. Accordingly, such events have not been reflected in any amounts disclosed in this Narrative. InBev will account for the Acquisition using the purchase method of accounting. In connection with the Acquisition, an independent third-party appraiser will perform a valuation of some or all of the assets of Anheuser-Busch as of the closing date of the Merger. Thereafter, InBev will prepare an allocation of the purchase price based on the fair values of the tangible and intangible assets acquired and the liabilities assumed of Anheuser-Busch as of such closing date. The impact of the purchase price allocation is likely to be material, including as a result, the allocation of part of the purchase price to amortisable tangible and intangible assets, and the consequent increase in depreciation and amortisation expenses with respect thereto. Allocation of the purchase price to any other identified assets and liabilities of Anheuser-Busch could result in recurring or non-recurring impacts that have a positive or negative effect on EBITDA and net profit of InBev. However, as noted above, InBev has had limited access to information of Anheuser-Busch, and the studies necessary to estimate the fair values of Anheuser-Busch’s assets and liabilities and the related allocation of the purchase price have not been performed. For the purposes of this Narrative, the excess of the purchase price of Anheuser- Busch over its historical equity has been assumed to be allocated in total to goodwill (which is not amortised under IFRS) and, accordingly, no adjustments have been reflected in this Narrative for the application of the purchase method of accounting. This Narrative is based, in part, on the published historical consolidated financial statements of InBev as of and for the six months ended 30 June 2008 and for the year ended 31 December 2007 (see section 16 ‘‘Historical financial information of InBev’’ in the Rights Offering Prospectus) and the published historical consolidated financial statements of Anheuser-Busch as of and for the six months ended 30 June 2008 and for the year ended 31 December 2007 (see Annex A of this Base Prospectus). The estimated balance sheet impacts described in this Narrative have been determined as if the Transactions had occurred on 30 June 2008. The estimated income statement impacts have been determined as if the Transactions had occurred on 1 January 2007. This Narrative should be read in conjunction with the historical consolidated financial statements and notes thereto of InBev and Anheuser-Busch included elsewhere in this Base Prospectus. InBev prepares its consolidated financial statements in accordance with the accounting policies set forth in its annual report, which conform to IFRS. Anheuser-Busch prepares its consolidated financial statements in conformity with U.S. GAAP. Due to the limitations set forth above, Anheuser-Busch’s historical consolidated financial statements have not been converted to IFRS as applied by InBev. Conversion of such information is complex and can take several months to complete. For the purposes of this Narrative, Anheuser-Busch’s historical financial data has been ‘‘transitioned’’ to IFRS by applying IFRS as applied by InBev in all material respects, where possible, to its historical U.S. GAAP

203 financial statements. InBev has not attempted to quantify all differences that would have been identified if complete Anheuser-Busch financial statements had been prepared in accordance with IFRS as applied by InBev. Had a full conversion to IFRS as applied by InBev been undertaken, other accounting and disclosure differences may have been identified that are not described below, some of which may be material. Additionally, while some reclassifications of Anheuser-Busch information have been made to achieve consistency with InBev’s financial statement presentation, additional reclassifications may be identified after completion of the Acquisition when a full conversion to IFRS as applied by InBev can be performed. Accordingly, no assurance can be provided that the information described in this Narrative represents a complete summary of all differences that would result had the financial statements of Anheuser-Busch been prepared in accordance with IFRS as applied by InBev. InBev’s historical financial information is presented in euros. Anheuser-Busch’s historical consolidated financial statements have been presented in U.S. dollars. For the purposes of this Narrative, the financial information of Anheuser-Busch has been translated into euros. Income statement data of Anheuser-Busch has been translated for the year ended 31 December 2007 at the average rate for the 12 month period of USD 1.367635 = EUR 1 and for the six months ended 30 June 2008 at the average rate for the six month period of USD 1.533385 = EUR 1. The balance sheet data of Anheuser-Busch has been translated into euro using the closing rate on 30 June 2008 of USD 1.576399 = EUR 1.

Description of adjustments (a) Narrative description of Anheuser-Busch transition to IFRS The Anheuser-Busch historical consolidated financial statements included in Annex A of this Base Prospectus were prepared in accordance with U.S. GAAP. This Narrative discusses the estimated financial impact to Anheuser-Busch of ‘‘transitioning’’ such financial statements to IFRS by applying in all material respects, where possible, the accounting policies of InBev. As mentioned above, InBev has had limited access to information of Anheuser-Busch and therefore has not been able to prepare Anheuser-Busch’s financial statements in accordance with IFRS as applied by InBev. Restrictions of InBev’s access to certain information includes data relating to Grupo Modelo and Tsingtao, in which Anheuser-Busch holds significant equity interests that it accounts for under the equity method under U.S. GAAP. As a result, no adjustments have been made by InBev to Anheuser-Busch’s historical financial data set forth in the Narrative in relation to Grupo Modelo and Tsingtao. In addition, the application of IFRS to certain transactions such as share-based payment and research and development expenditures, or to policies such as estimated useful lives of fixed assets, cannot be completed without greater access by InBev to Anheuser-Busch’s financial records (and management) for the purposes of determining the relevant IFRS accounting policies with respect to Anheuser-Busch. Furthermore, the application of purchase accounting by InBev to the Acquisition would result in results of operations and balances reported under IFRS that are not the same as those disclosed in this Narrative. Accordingly, the Anheuser-Busch IFRS financial statement data included in this Narrative is not fully in compliance with IFRS as applied by InBev and is incomplete in that it may not represent all material adjustments and reclassifications required to conform the U.S. GAAP financial information of Anheuser-Busch to IFRS as applied by InBev. In transitioning the financial information of Anheuser-Busch to IFRS as applied by InBev, InBev management has estimated the financial impact to Anheuser-Busch of the following areas to be as set forth in the paragraphs below.

(i) Employee benefits Anheuser-Busch sponsors pension plans for its employees and provides certain health care and life insurance benefits for eligible retired employees. Differences between U.S. GAAP and IFRS as applied by InBev that will result in transition adjustments are summarised as follows: Actuarial gains and losses: Under U.S. GAAP, actuarial gains and losses are deferred in accumulated other comprehensive income (‘‘AOCI’’) on the consolidated balance sheet in order to reflect the funded status of defined benefit plans, and are amortised out of AOCI into the income statement as a component of net periodic benefits expense over the remaining life expectancy of the plan participants. As permitted by IFRS, InBev’s stated policy is to

204 recognise actuarial gains and losses in full in the period in which they occur outside of the income statement using the statement of recognised income and expense (‘‘SoRIE’’) option. Under this option, amounts recognised in the SoRIE are not subsequently recognised in the income statement. InBev estimates that a transition adjustment to eliminate amortisation of net actuarial losses from net periodic benefits expense would total USD 91.3 million before tax (USD 54.8 million after tax) for the year ended 31 December 2007, and USD 34.2 million before tax (USD 20.5 million after tax) for the six months ended 30 June 2008. Prior-service costs: Under U.S. GAAP, positive prior-service costs for current and former employees are deferred in AOCI and amortised out of AOCI into the income statement as a component of net periodic benefits expense over the period during which the employer expects to receive an economic benefit derived from those costs, which is typically the remaining service periods of active employees. Negative prior-service costs first offset previous positive prior-service costs, with the excess recognised in income in the same manner as positive prior-service costs. Under IFRS as applied by InBev, positive and negative past-service costs are recognised in the income statement over the remaining vesting period. Where benefits have already vested, past-service costs are recognised immediately. InBev estimates that a transition adjustment to eliminate the amortisation of positive and negative past-service costs from net periodic benefits expense would amount to USD 8.5 million before tax (USD 5.1 million after tax) for the year ended 31 December 2007, and USD 4.0 million before tax (USD 2.4 million after tax) for the six months ended 30 June 2008. Measurement of plan assets: Under U.S. GAAP and IFRS, plan assets should be measured at fair value. For the purposes of determining the expected return on plan assets, IFRS requires plan assets to be measured using fair value, while U.S. GAAP allows for plan assets to be measured using fair value or a calculated value that recognises changes in fair value over a period of time. Anheuser-Busch has utilised a calculated value under U.S. GAAP. Accordingly, transition adjustments totalling USD 7.2 million before tax (USD 4.3 million after tax) for the year ended 31 December 2007, and USD 11.5 million before tax (USD 6.9 million after tax) for the six months ended 30 June 2008 are estimated by InBev to be necessary to reduce net periodic pension expense to reflect an expected return on assets as determined in accordance with IFRS. Measurement date: Under U.S. GAAP, Anheuser-Busch accounts for its pension assets and liabilities utilising an annual measurement date of 1 October. IFRS requires companies to measure pension assets and liabilities as of the consolidated balance sheet date. During the first quarter of 2007, Anheuser-Busch recognised a USD 19.0 million charge before tax (USD 11.4 million after tax) related to a pension plan settlement that occurred during the fourth quarter of 2006. The timing of recognition of this charge was appropriate under U.S. GAAP given the 1 October measurement date. Had Anheuser-Busch reported under IFRS at this time and utilised a 31 December measurement date, this charge would have been recorded during the fourth quarter of 2006. Accordingly, a transition adjustment would be reflected to eliminate this charge from net periodic benefits expense for the year ended 31 December 2007. Reclassifications: Under U.S. GAAP, the funded status of defined benefit plans (i.e., the present value of the defined benefit obligation less the fair value of plan assets) is recognised on the consolidated balance sheet. While Anheuser-Busch’s post-retirement plan is unfunded, the net post-retirement liability on the consolidated balance sheet is presented net of a USD 57.4 million asset representing expected proceeds from Medicare Part D subsidies. Under IFRS, such subsidies should be presented as assets on the consolidated balance sheet. Accordingly, InBev estimates that a transition reclassification of USD 57.4 million would be made to present these expected proceeds as assets on the consolidated balance sheet at 30 June 2008. The transition adjustments estimated above would increase Anheuser-Busch’s consolidated income before tax by USD 126 million (USD 75.6 million after tax) for the year ended 31 December 2007, and by USD 49.7 million (USD 29.8 million after tax) for the six months ended 30 June 2008, as well as increasing Anheuser-Busch’s consolidated shareholders’ equity as of 30 June 2008 by USD 7.8 million.

205 (ii) Share-based payment Deferred tax assets: Under U.S. GAAP, deferred tax assets on share-based payment awards are measured based on the fair value at the grant date of the respective awards and recognised in the income statement in conjunction with the related compensation expense. Changes in the stock price do not impact the deferred tax assets or result in any adjustment prior to settlement or expiration of the respective awards under U.S. GAAP. Under IFRS, deferred tax assets are measured at the end of each reporting period based on an estimate of the future tax deduction, if any, for the respective awards. If changes in stock price impact the future deduction, the estimate of the tax deduction is based on the current stock price. InBev estimates that a transition adjustment of USD 105.6 million would be necessary to recognise deferred tax assets related to share-based payment awards in accordance with IFRS as of 30 June 2008. In light of the limited availability of employee stock option data, the increase in deferred tax assets described above would be estimated by InBev to show a corresponding increase in consolidated shareholders’ equity. Social charges: Under U.S. GAAP, a liability for payroll taxes related to employee share- based payment awards should be recognised on the date of the event triggering the measurement and payment of the tax. Under IFRS, social charges, such as payroll taxes related to share-based payment awards, are recognised as expense in the income statement during the period in which the related compensation expense is recognised. InBev estimates that a transition adjustment to recognise a payroll tax expense would amount to USD 7.7 million before tax (USD 4.6 million after tax) for the six months ended 30 June 2008, with the related liability totalling USD 19.1 million as of 30 June 2008 – the difference of USD 11.4 million (USD 6.9 million after tax) represents expense that would have been recognised in prior periods. As the difference between the expense recorded under U.S. GAAP and that which should be recorded under IFRS was immaterial for the year ended 31 December 2007, no transition adjustment to payroll tax expense was estimated by InBev for that period. Liability classification: Under the terms of Anheuser-Busch’s current awards, Anheuser-Busch may, at an employee’s request, withhold the taxes owed by the employee upon exercise of the awards. Under this option, the employee will only receive a portion of the shares awarded. Under U.S. GAAP, an award containing such a net settled tax withholding clause can be equity-classified as long as the arrangement solely permits tax withholding at the minimum statutory rate and nothing more, even if the tax will be paid out of the issuer’s existing cash reserves. Accordingly, these awards have been classified as equity awards by Anheuser-Busch in its historical U.S. GAAP accounting. Under IFRS, these awards may continue to be eligible for equity classification provided that a company settles the tax withholding by facilitating the sale of the shares on the open market on behalf of the employee. If a company does not sell the shares in the open market and instead effectively repurchases the shares withheld, IFRS may require this portion of the award to be classified as a liability (even if the tax withholding is capped at the minimum statutory rate). Such classification would require the awards to be marked to market at each reporting period with changes recorded as compensation expense. As Anheuser-Busch does not sell the shares withheld for taxes in the open market, IFRS may require liability classification for each award. While a change in classification could result in a transition adjustment to compensation expense, the potential difference has not been estimated by InBev due to limited availability of Anheuser-Busch employee stock option data. The transition adjustments estimated above would decrease consolidated income of Anheuser- Busch before taxes by USD 7.7 million (USD 4.6 million after tax) for the six months ended 30 June 2008, and increase Anheuser-Busch shareholders’ equity at 30 June 2008 by USD 94.1 million. No transition adjustments were estimated by InBev that would have impacted net income for the year ended 31 December 2007.

(iii) Borrowing costs Under U.S. GAAP, Anheuser-Busch capitalises borrowing costs as part of the cost basis of capital assets. Under IFRS, borrowing costs are recognised as an expense in the period in which

206 they are incurred except to the extent that costs are directly attributable to a qualifying asset. Since InBev has not early adopted the revised IFRS rules for borrowing costs, InBev’s stated accounting policy requires all borrowing costs to be expensed as incurred. Accordingly, InBev estimates that transition adjustments to eliminate the deferral of current period borrowing costs, the amortisation of costs previously capitalised and the remaining unamortised borrowing costs within property, plant, and equipment, would increase Anheuser-Busch’s consolidated income before tax by USD 10.7 million (USD 6.4 million after tax) for the year ended 31 December 2007, and by USD 5.2 million (USD 2.9 million after tax) for the six months ended 30 June 2008, as well as decreasing consolidated shareholders’ equity as of 30 June 2008 by USD 183.7 million.

(iv) Inventories Anheuser-Busch uses the last-in, first-out (‘‘LIFO’’) valuation approach to determine cost primarily for domestic production inventories and uses average cost valuation primarily for international production and retail merchandise inventories. IFRS does not permit the use of LIFO to value inventory. Accordingly, InBev estimates that transition adjustments to reverse the effects of Anheuser-Busch’s LIFO accounting would increase Anheuser-Busch’s consolidated income before tax by USD 45.7 million (USD 27.4 million after tax) for the year ended 31 December 2007, and by USD 50.9 million (USD 30.5 million after tax) for the six months ended 30 June 2008; as well as increasing consolidated shareholders’ equity by USD 168.1 million as of 30 June 2008.

(v) Income taxes The tax impact of the transition adjustments described above has been estimated using Anheuser-Busch’s statutory tax rate of 40 per cent. Under U.S. GAAP, deferred tax assets and liabilities follow the classification of the balance sheet item to which they relate. If no related assets or liabilities exist, such deferred tax assets or liabilities are classified based on when they are expected to be realised. Under IFRS, deferred tax assets and liabilities are classified as non-current on the consolidated balance sheet and presented as current and non-current in the footnotes. InBev estimates that a transition reclassification would be reflected as of 30 June 2008 to present the balance of USD 62.1 million within the net non-current liability balance. Under U.S. GAAP, a liability for unrecognised tax benefits and the related deferred tax asset may not be combined with other deferred tax liabilities or assets and are presented separately on the balance sheet. Under IFRS, liabilities for unrecognised tax benefits are offset against the related deferred tax assets. Accordingly, InBev estimates that a transition reclassification would be reflected as of 30 June 2008 to combine the liability for unrecognised tax benefits of USD 122.5 million and the related deferred tax asset of USD 63.9 million as a single net liability totalling USD 58.6 million.

(vi) Reclassifications Certain items included on Anheuser-Busch’s financial statements prepared in accordance with U.S. GAAP would require reclassification to conform with InBev’s IFRS presentation. These items include, but are not limited to, allocating marketing, distribution, and administrative expenses, which are presented on an aggregate basis in Anheuser-Busch’s income statement, to individual line items as presented by InBev, and reclassifying certain transportation costs that were recognised in cost of sales by Anheuser-Busch to achieve consistency with InBev’s presentation of distribution expenses. Additionally, under IFRS, companies are required to present minority interest within equity. Anheuser-Busch’s minority interest of USD 44.8 million included within ‘‘Other long-term liabilities’’ at 30 June 2008 would be reclassified to equity for consistent presentation of IFRS as applied by InBev. Reclassification of the Anheuser-Busch balance sheet and income statement information in this Narrative is incomplete in that it may not represent all reclassifications required to conform the U.S. GAAP financial information of Anheuser-Busch to IFRS as applied by InBev.

207 (vii) Summary of impact of Anheuser-Busch transition to IFRS As a result of the foregoing adjustments, InBev estimates that the financial impact to Anheuser-Busch relating to the transition of Anheuser-Busch to IFRS as applied by InBev, and subject to the limitations and assumptions described above, would be as follows: For the year ended 31 December 2007, consolidated income of Anheuser-Busch would have increased by USD 182.4 million (EUR 133.4 million) before tax, and by USD 109.4 million (EUR 80.0 million) after tax, to an estimated profit before tax under IFRS of USD 3,267.5 million (EUR 2,389.2 million) and an estimated profit attributable to equity holders under IFRS of USD 2,224.7 million (EUR 1,626.7 million). For the six months ended 30 June 2008, consolidated income of Anheuser-Busch would have increased by USD 98.1 million (EUR 64.0 million) before tax, and by USD 58.6 million (EUR 38.2 million) after tax, to an estimated profit before tax under IFRS of USD 1,842.3 million (EUR 1,201.5 million) and an estimated profit attributable to equity holders under IFRS of USD 1,258.7 million (EUR 820.9 million). Consolidated shareholders’ equity of Anheuser-Busch would have increased by USD 86.3 million (EUR 54.7 million) as of 30 June 2008, to an estimated equity attributable to equity holders under IFRS of USD 4,190.3 million (EUR 2,658.2 million).

(viii) Impact of the Anheuser-Busch purchase price allocation This Narrative is based on the assumption that the purchase method of accounting is applied to the Acquisition in line with IFRS 3 ‘‘Business Combinations’’. The standards concerning allocation of the purchase price and subsequent accounting for goodwill and intangible assets are derived from the application of IFRS 3 ‘‘Business Combinations’’, IAS 36 ‘‘Impairment of Assets’’ and IAS 38 ‘‘Intangible Assets’’. IFRS requires that all assets, liabilities and contingent liabilities be measured at fair value at the time of acquisition and that the purchase price be allocated to them, with any balance remaining allocated to goodwill (‘‘purchase price allocation’’). This includes in particular intangible assets that are not capitalised in Anheuser-Busch’s financial statements to date. An allocation of the purchase price in accordance with IFRS for the Acquisition has not yet been performed. InBev has had limited access to certain information of Anheuser-Busch, and therefore it has not been possible to conduct the valuation studies necessary to accurately estimate the fair values of Anheuser-Busch’s assets to be acquired and liabilities to be assumed at the closing date. Accordingly, for purposes of this Narrative, InBev has assumed that the excess of the purchase price of Anheuser-Busch over its historical equity, in the absence of a purchase price allocation, is allocated in total to goodwill (which is not amortised under IFRS). IFRS 3 ‘‘Business Combinations’’ allows an acquirer to account for a business combination using provisional values if the fair values to be assigned to the acquiree’s identifiable assets, liabilities or contingent liabilities can be determined only provisionally by the end of the period of the acquisition. Under IFRS, InBev will have 12 months from the date of the Acquisition to recognise any adjustments to those provisional values as a result of completing the initial accounting. InBev estimates that the total amount of funds necessary to consummate the Acquisition will be approximately USD 54.8 billion (see ‘‘Description of InBev – The Acquisition – Discussion of the unaudited illustrative financial impact on InBev of the Acquisition of Anheuser-Busch’’). Of that amount, the purchase price of Anheuser-Busch comprises USD 52.5 billion, while estimated costs of the Transactions are expected to approximate USD 1.3 billion (EUR 0.8 billion), of which USD 0.4 billion (EUR 0.3 billion) would be allocated to goodwill, with the remainder relating to the debt and equity financing, including arrangement fees, commitment fees and other financing costs and expenses. In addition, InBev expects to refinance indebtedness of Anheuser-Busch of approximately USD 1.0 billion. The historical equity of Anheuser-Busch, adjusted for transitioning to IFRS as applied by InBev as described above, subject to the limitations and assumptions described above, at 30 June 2008 would be USD 4.2 billion (EUR 2.7 billion), which would result in an excess of purchase price over historical equity of USD 48.7 billion (EUR 30.9 billion).

208 Investors assessing the Narrative should note that following the Acquisition a purchase price allocation in any case will lead to, among other things, the recognition of intangible assets and goodwill, adjustments to fixed assets and inventories, and possible recognition or derecognition of other assets or liabilities. InBev expects that a significant portion of the purchase price will be allocated to intangible assets, which could include trademarks such as purchased trademarks, brand names, logos, slogans and other recognised symbols associated with Anheuser-Busch products, as well as other intangible assets such as distribution rights and supply agreements. Trademarks are not generally amortised as they usually have indefinite lives, although they would be assessed for impairment on an annual basis. However, other intangible assets such as distribution rights or other contractual arrangements, have finite lives and will be amortised over their respective useful lives. Identifying and recording finite-lived intangible assets through the purchase price allocation would result in an increase in future amortisation expense to InBev. A portion of the purchase price may be allocated to property, plant and equipment or other tangible assets with finite lives, which would also result in an increase in depreciation and amortisation expense. No such increase has been assessed for the purposes of this Narrative. A portion of the purchase price is expected to be allocated to inventory, which would be determined as the difference between the selling price less the sum of (i) costs to complete the work in progress and (ii) a reasonable profit allowance after completing work in progress and the selling effort (for both finished goods and work in progress) based on profit for similar goods. This allocation would have a non-recurring negative impact on the related cost of sales, which has not been assessed for the purposes of this Narrative. In addition to the items described above, a purchase price allocation may also result in identification of additional liabilities, including, but not limited to, contractual change in control provisions, restructuring provisions, onerous contracts, or other contingent liabilities, and recognition or derecognition of assets, which may be identified by the valuation studies or otherwise. Allocation of the purchase price to these or other items could result in recurring or non-recurring impacts that have a positive or negative effect on EBITDA and net profit.

(b) Narrative description of financing adjustments (i) Senior Facilities The funding of USD 45 billion (EUR 28.5 billion) under the Senior Facilities Agreement (see ‘‘Description of InBev – The Acquisition – Financing the Acquisition’’), of which USD 19 billion (EUR 12.1 billion) is a 364 day term loan facility, will lead to a net increase in InBev’s total liabilities of EUR 28.1 billion after deducting financing costs that are to be deferred in accordance with IFRS. Under IFRS, these deferred costs will be amortised in the income statement in the current and future periods. Of the USD 19 billion (EUR 12.1 billion) 364 day term loan facility, USD 12 billion may be extended at InBev’s option for up to one year. In this narrative, InBev has calculated interest expense on the entire USD 19 billion for all periods presented for the purposes of comparability. InBev would borrow under each tranche of the Senior Facilities at an interest rate equal to LIBOR, plus mandatory costs (if any), plus a margin that ranges from 1.0 per cent. to 1.75 per cent. (see ‘‘Description of InBev – The Acquisition – Financing the Acquisition – Senior Facilities Agreement’’). For the purposes of this Narrative, InBev has assumed a hedged rate of 3.9 per cent. (plus applicable margin) for approximately three-quarters of the debt, and a three-month LIBOR rate of 4.05 per cent. as at 30 September 2008 (plus the applicable margin) for the remainder. As a result of the estimated funding cost related to the Senior Facilities, interest expense would increase by approximately EUR 1.707 billion before tax (EUR 1.179 billion after tax) and amortisation of the related financing fees would amount to EUR 180 million before tax (EUR 124 million after tax) for the year ended 31 December 2007; and for the six months ended 30 June 2008, interest expense would increase by approximately EUR 776 million before tax (EUR 536 million after tax) and amortisation of the related financing fees would amount to EUR 80 million (EUR 56 million after tax). A 0.125 per cent. change in the interest rate would impact annual interest expense by EUR 36 million before tax (EUR 25 million after tax). InBev

209 has assumed that the interest charges will be deductible for tax purposes at an average rate of 31 per cent. InBev intends to refinance a portion of the Senior Facilities in order to diversify its funding sources and to extend the maturity of a portion of the debt. This refinancing may occur with one or more debt capital markets issuances (including through a private placement of Notes to institutional investors in the U.S. (and elsewhere) and/or through the establishment of this Programme), or the Senior Facilities may be repaid in part through disposals of assets or businesses, simultaneous with or following the Acquisition (see ‘‘Description of InBev – The Acquisition – Financing the Acquisition – Senior Facilities Agreement’’). InBev estimates that for each tranche of USD 1 billion of notes to be issued to refinance borrowings under the Senior Facilities, a 1 per cent. increase in interest rates (over the rate payable on the portion of the Senior Facility refinanced) would result in an incremental increase in annual interest expense of EUR 6.3 million before tax (and EUR 4.4 million after tax), as well as incremental financing fees. For the purposes of this Narrative, InBev has assumed that no such financings, refinancings or repayments have occurred (other than the refinancing from the proceeds of the Rights Issue). If any such financings, refinancings or repayments were to occur, actual interest expense and amortisation of the related financing fees could differ from those described above.

(ii) Bridge Facility(1) InBev has entered into a short-term Bridge Facility Agreement of up to USD 9.8 billion principal amount available for uses such as financing a portion of the Transactions or refinancing existing indebtedness of Anheuser-Busch (see ‘‘Description of InBev – The Acquisition – Financing the Acquisition – Bridge Facility Agreement’’). The Bridge Facility bears interest at LIBOR, plus mandatory costs (if any), plus a fixed margin of 1.5 per cent. per annum. For the purposes of this Narrative, InBev has assumed that all amounts drawn under the Bridge Facility are repaid from the net proceeds of the Rights Issue and available cash. InBev paid USD 4.9 million in arrangement fees in connection with the Bridge Facility in July 2008. Additional finance costs for the year ended 31 December 2007 and the six months ended 30 June 2008 have not been included for Anheuser-Busch InBev since the arrangement fees paid relating to the Bridge Facility are assumed by InBev for the purposes of this Narrative to represent a non-recurring charge and would not continue to affect the income statement 12 months after the Transactions.

(iii) Rights Issue(1) The Bridge Facility is expected to be repaid through the issue of up to USD 9.8 billion (EUR 6.36 billion) in new InBev Shares. As a result, shareholders’ equity as of 30 June 2008 would have increased by USD 9.8 billion (EUR 6.36 billion), less offering fees of approximately EUR 98 million.

(c) Narrative description of other adjustments For the purposes of this Narrative, any transactions that occurred between InBev and Anheuser- Busch are considered intercompany transactions. InBev imports and distributes in the United States certain of its European brands through its Import Agreement with Anheuser-Busch (see ‘‘InBev – Anheuser-Busch, Inc. Import Agreement’’ in the Rights Offering Prospectus). InBev imports Anheuser- Busch products in the Dominican Republic. InBev also has licence agreements with Anheuser-Busch in South Korea and Canada. For the purposes of this Narrative, these transactions that occurred between InBev and Anheuser-Busch have been identified and eliminated to illustrate the impact of the Acquisition. For the year ended 31 December 2007, there would have been a decrease in InBev’s revenue of EUR 166 million, a decrease in cost of sales of EUR 55 million, and a decrease of EUR 6 million and of EUR 23 million in sales and marketing expenses and other operating expenses respectively. For the six months ended 30 June 2008, there would have been a decrease in InBev’s revenue of EUR 60 million, a decrease in cost of sales of EUR 28 million, and a decrease of EUR 7 million and of EUR 9 million in sales and marketing expenses and other operating expenses respectively.

(1) The Rights Issue has now closed, and the proceeds used to repay the Bridge Facility. For more information, please see ‘‘Description of InBev—Overview of InBev and its Business—History and recent developments’’

210 For the year ended 31 December 2007, there would have been a decrease in Anheuser-Busch’s revenue of EUR 84 million and a decrease in cost of sales of EUR 166 million. For the six months ended 30 June 2008, there would have been a decrease in Anheuser-Busch’s revenue of EUR 40 million, and a decrease in cost of sales of EUR 56 million. As at 30 June 2008, there would have been a decrease in InBev’s trade and other receivables, and a corresponding decrease in Anheuser-Busch’s trade and other payables, of EUR 21 million. The impact of intercompany adjustments would be immaterial to net profit of Anheuser-Busch InBev.

(d) Description of overall impact on InBev As a result of the adjustments relating to the Transactions and the transition of Anheuser-Busch to IFRS, and subject to the limitations, assumptions and qualifications described above, in particular, some of which would have a negative impact on the information disclosed below:

(i) Volumes For the year ended 31 December 2007, InBev estimates that, after adjusting reported figures to eliminate sales volumes of approximately 6 million hectolitres from InBev to Anheuser-Busch and licensed sales volumes from Anheuser-Busch to InBev in 2007, and before taking into account any volumes sold by equity investees of InBev and Anheuser-Busch, Anheuser-Busch InBev would have had total sales volumes of approximately 415 million hectolitres. Including the proportionate share of volumes sold by equity investees of Anheuser-Busch (principally Grupo Modelo and Tsingtao), Anheuser-Busch InBev volumes for the year ended 2007 would have totalled approximately 454 million hectolitres. For the six months ended 30 June 2008, InBev estimates that, after adjusting reported figures to eliminate sales volumes of approximately 3 million hectolitres from InBev to Anheuser-Busch and licensed sales volumes from Anheuser-Busch to InBev for that period, and before taking into account any volumes sold by equity investees of InBev and Anheuser-Busch, Anheuser-Busch InBev would have had total sales volumes of approximately 201 million hectolitres. Including the proportionate share of volumes sold by equity investees of Anheuser-Busch (principally Grupo Modelo and Tsingtao), Anheuser-Busch InBev volumes for the six months ended 30 June 2008 would have totalled approximately 220 million hectolitres.

(ii) Revenue For the year ended 31 December 2007, InBev’s revenue in accordance with IFRS was EUR 14,430 million, and Anheuser-Busch’s revenue in accordance with U.S. GAAP was USD 16,686 million (EUR 12,200 million). Intercompany eliminations described above would have decreased revenue by EUR 250 million. As a result, Anheuser-Busch InBev revenues would have been EUR 26,380 million for the year ended 31 December 2007. For the six months ended 30 June 2008, InBev’s revenue in accordance with IFRS was EUR 6,908 million, and Anheuser-Busch’s revenue in accordance with U.S. GAAP was USD 8,821 million (EUR 5,753 million). Intercompany eliminations described above would have decreased revenue by EUR 100 million. As a result, Anheuser-Busch InBev revenues would have been EUR 12,560 million for the six months ended 30 June 2008.

(iii) EBITDA and normalised EBITDA For the year ended 31 December 2007, EBITDA for Anheuser-Busch InBev would have been EUR 8,306 million, an increase of EUR 2,982 million over InBev’s EBITDA of EUR 5,324 million for the same period. Normalised EBITDA would have increased by EUR 2,950 million compared to InBev’s normalised EBITDA of EUR 4,992 million, resulting in an Anheuser-Busch InBev total of EUR 7,942 million. Normalised EBITDA margin for Anheuser-Busch InBev for the year ended 31 December 2007 would have been 30.1 per cent. For the six months ended 30 June 2008, EBITDA for Anheuser-Busch InBev would have been EUR 3,699 million, an increase of EUR 1,513 million over InBev’s EBITDA of EUR 2,186 million for the same period. Normalised EBITDA would have increased by EUR 1,514 million compared

211 to InBev’s normalised EBITDA of EUR 2,222 million, resulting in an Anheuser-Busch InBev total of EUR 3,736 million. Normalised EBITDA margin for Anheuser-Busch InBev for the six months ended 30 June 2008 would have been 29.7 per cent.

(iv) Profit from operations For the year ended 31 December 2007, profit from operations (EBIT) for Anheuser-Busch InBev would have been EUR 6,568 million, or an increase of EUR 2,274 million from InBev’s profit from operations of EUR 4,294 million. For the six months ended 30 June 2008, profit from operations (EBIT) for Anheuser-Busch InBev would have been EUR 2,814 million, or an increase of EUR 1,174 million from InBev’s profit from operations of EUR 1,640 million.

(v) Finance cost and finance income For the year ended 31 December 2007, finance cost for Anheuser-Busch InBev would have been EUR 2,972 million, or an increase of EUR 2,259 million over InBev’s finance cost of EUR 713 million. Finance income of Anheuser-Busch InBev for the same period would have been EUR 118 million, or an increase of EUR 3 million over InBev’s finance income of EUR 115 million. For the six months ended 30 June 2008, finance cost for Anheuser-Busch InBev would have been EUR 1,433 million, or an increase of EUR 1,021 million over InBev’s finance cost of EUR 412 million. Finance income of Anheuser-Busch InBev for the same period would have been EUR 78 million, or an increase of EUR 2 million over InBev’s finance income of EUR 76 million. The non-recurring impact of arrangement fees relating to the Bridge Facility Agreement (see ‘‘Description of InBev – The Acquisition – Discussion of the unaudited illustrative financial impact on InBev of the Acquisition of Anheuser-Busch – Narrative description of financing adjustments – Bridge Facility’’) would have increased finance costs for the year ended 31 December 2007 by USD 4.9 million (EUR 3.6 million).

(vi) Share of result of associates For the year ended 31 December 2007, share of result of associates for Anheuser-Busch InBev would have been EUR 485 million, or an increase of EUR 484 million over InBev’s share of result of associates of EUR 1 million. For the six months ended 30 June 2008, share of result of associates for Anheuser-Busch InBev would have been EUR 193 million, or an increase of EUR 191 million over InBev’s share of result of associates of EUR 2 million.

(vii) Income tax For the year ended 31 December 2007, income tax expense for Anheuser-Busch InBev would have been EUR 828 million, or an increase of EUR 179 million over InBev’s income tax expense of EUR 649 million. For the six months ended 30 June 2008, income tax expense for Anheuser-Busch InBev would have been EUR 267 million, or an increase of EUR 116 million over InBev’s income tax expense of EUR 151 million.

(viii) Profit attributable to equity holders For the year ended 31 December 2007, profit attributable to equity holders of Anheuser- Busch InBev, after deducting InBev’s profit attributable to minority interests of EUR 850 million, would have amounted to EUR 2,522 million, which represents an increase of EUR 324 million over profit attributable to equity holders of InBev of EUR 2,198 million. For the six months ended 30 June 2008, profit attributable to equity holders of Anheuser- Busch InBev, after deducting InBev’s profit attributable to minority interests of EUR 363 million, would have amounted to EUR 1,022 million, which represents an increase of EUR 230 million over profit attributable to equity holders of InBev of EUR 792 million.

212 The non-recurring impact of arrangement fees relating to the Bridge Facility Agreement (see ‘‘Description of InBev – The Acquisition – Discussion of the unaudited illustrative financial impact on InBev of the Acquisition of Anheuser-Busch – Narrative description of financing adjustments – Bridge Facility’’) would have decreased profit attributable to equity holders for the year ended 31 December 2007, before consideration of any tax impact, by USD 4.9 million (EUR 3.6 million).

(ix) Balance sheet data InBev’s total liabilities as of 30 June 2008 would have increased by EUR 36,583 million from EUR 15,718 million to EUR 52,301 million, of which total interest-bearing liabilities would have amounted to EUR 42,060 million. The principal cause of the increase relates to debt incurred by InBev under the Senior Facilities. InBev’s total assets as of 30 June 2008 would have increased by EUR 42,870 million from EUR 29,094 million to EUR 71,964 million.

(x) Earnings per share data Based on the above Narrative and the following information, and subject to the limitations, assumptions and qualifications described above, the table below presents combined earnings per Share compared to the corresponding historical values contained in InBev’s audited consolidated financial statements as of and for the year ended 31 December 2007 and in InBev’s unaudited condensed consolidated interim financial statements as of and for the six months ended 30 June 2008. The weighted average number of Shares outstanding during the year ended 31 December 2007 and during the six months ended 30 June 2008 for the purposes of the combined earnings per Share calculation is based on the estimated equivalent weighted average number of Shares immediately following completion of the Rights Issue. The combined earnings per Share of Anheuser-Busch InBev are calculated as if the issue of new Shares had occurred on 1 January 2007 for the year ended 31 December 2007 and for the half year ended 30 June 2008. Under the terms of the Rights Issue, InBev will issue new Shares, increasing the weighted average number of Shares issued by 986 million(1).

Illustrative Anheuser-Busch InBev InBev Year ended 31 December 2007 Net profit attributable to shareholders (EUR millions) ...... 2,198 2,522 Weighted average number of ordinary shares for basic earnings per share (millions) ...... 610 1,596 Effect of share options and warrants on issue (millions) ...... 3 3 Weighted average number of ordinary shares for diluted earnings per share (millions) ...... 613 1,599 Basic earnings per share (in euro per share) ...... 3.60 1.58 Diluted earnings per share (in euro per share) ...... 3.59 1.58 Six months ended 30 June 2008 Net profit attributable to shareholders (EUR millions) ...... 792 1,022 Weighted average number of ordinary shares for basic earnings per share (millions) ...... 600 1,586 Effect of share options and warrants on issue (millions) ...... 2 2 Weighted average number of ordinary shares for diluted earnings per share (millions) ...... 602 1,588 Basic earnings per share (in euro per share) ...... 1.32 0.64 Diluted earnings per share (in euro per share) ...... 1.31 0.64

(1) The Rights Issue was completed on 16 December 2008 – for more details see ‘‘Description of InBev – Overview of InBev and its Business – History and recent developments.’’

213 DESCRIPTION OF GUARANTORS Anheuser-Busch InBev Worldwide Inc. InBev Worldwide, under the name InBev Worldwide S.a` r.l., was incorporated on 9 July 2008 as a private limited liability company (soci´et´e a` responsabilit´e limit´ee) under the Luxembourg Companies Act. On 19 November 2008, InBev Worldwide was domesticated as a corporation in the State of Delaware in accordance with Section 388 of the Delaware General Corporation Law and, in connection with such domestication, changed its name to Anheuser-Busch InBev Worldwide Inc. Its registered office is located at 1209 Orange Street, Wilmington, Delaware 19801.

Business Overview Principal activities InBev Worldwide acts as a financing vehicle of the InBev Group.

Principal markets The Notes guaranteed by InBev Worldwide may be admitted to listing on the Official List and trading on the Market. The debt securities may be sold to investors all over the world but within the scope of any applicable selling restrictions. InBev Worldwide is part of the Anheuser-Busch InBev Group. For a description of the organisational structure of the Anheuser-Busch InBev Group, please refer to ‘‘Description of InBev – Overview of InBev and its Business – Organisational Structure’’ at page 144 above.

Board of Directors As at the date of this Base Prospectus, the sole manager of InBev Worldwide is Mr Gert Bert Maria Magis with address at 4, rue Victor Prost, L-6758 Grevenmacher and whose principal activities performed outside InBev Worldwide which are significant with respect to InBev Worldwide are financial controlling and reporting*. No conflicts of interests exist between any duties to InBev Worldwide as sole manager and his private interests. However, functional conflicts of interests may exist for the sole manager due to the roles held by him in other companies in the Anheuser-Busch InBev Group.

Sole Shareholder InBev Services B.V., a company incorporated under the laws of the Netherlands, having its registered office at Ceresstraat 1, 4811 CA Breda, the Netherlands and registered with the Dutch Commercial Register (Kamer van Koophandel Zuidwest-Nederland) under the number 20142556, holds 2,620,000,033 shares in InBev Worldwide, which represent 100 per cent. of the share capital of InBev Worldwide.

Share capital InBev Worldwide’s issued share capital at the date of this Base Prospectus is USD 2,620,000,033 represented by 2,620,000,033 ordinary shares of common stock par value USD 1.00 per share. InBev Worldwide has no other classes of shares. The share capital is fully paid up in cash. InBev Worldwide has no notes cum warrants, nor convertible notes outstanding.

Articles of Incorporation – Object InBev Worldwide’s object is to, directly or indirectly, acquire, hold or dispose of interests and participations in Luxembourg or foreign entities, by any means and to administrate, develop and manage such holding of interests or participations. InBev Worldwide may also invest in, acquire, hold or dispose of any kind of asset by any means, and render every assistance, whether by way of loans, guarantees or otherwise to its subsidiaries or companies in which it has a direct or indirect interest or

* Except for his principal functions in Anheuser-Busch InBev, his other functions in Anheuser-Busch InBev have not been included.

214 any company being a direct or indirect shareholder of InBev Worldwide or any company belonging to the same group as InBev Worldwide, so long as it does not enter into any transaction which would cause it to be engaged in any activity that would be considered as a regulated activity of the financial sector.

Material Contracts InBev Worldwide has not entered into any material contracts, that are not entered into in the ordinary course of InBev Worldwide’s business, which could result in any Anheuser-Busch InBev group member being under an obligation or entitlement that is material to InBev Worldwide’s ability to meet its obligations under this Programme.

Ambrew S.A. Ambrew S.A. (‘‘Ambrew’’) was incorporated on 2 March 2004 as a ‘‘soci´et´e anonyme’’ under the Law of the Luxembourg Companies Act. Ambrew was incorporated under the denomination of Tinsel Investments S.A. The statutes were published in the Memorial C n 449 on 28 April 2004. On 22 December 2004, Ambrew changed its denomination to Ambrew S.A. Its registered office is located at 5, Parc d’Activite´ Syrdall, L-5365 Munsbach,¨ Luxembourg. The statutes were amended on 22 December 2004. Ambrew is established for an unlimited period. Ambrew is registered with the Registre de Commerce under the number B 99525. The business objectives of Ambrew are to undertake, in Luxembourg and abroad, financing operations by granting loans to corporations which are part of the same international group to which it belongs. These loans will be refinanced by financial means and instruments such as, inter alia, loans from shareholders or group companies or bank loans. Ambrew will be able to employ its funds for the start up, the management, the development and the liquidation of a portfolio being composed of all titles and trademarks of any origin, to take part in the start up, the development and the control of any company, to acquire by way of contribution, subscription or in any other manner, all types of property titles and trademarks and to subsequently realize these by way of sale, transfer, exchange or any other manner as well as to grant to the companies in which Ambrew is interested, loans, advances or guarantees. Furthermore, Ambrew may carry out all transactions pertaining directly or indirectly to acquiring participating interests in any enterprises in whatever form, as well as performing the administration, the management, the control and the development of such participating interests.

Board of Directors As at the date of this Base Prospectus, the Board of Directors of Ambrew comprises the following persons:

Principal activities performed by them outside Ambrew which are Principal function significant with Name with Ambrew respect to Ambrew Anheuser-Busch InBev (duly represented by its permanent representative Benoˆıt Loore) ...... Director None Gert Bert Maria Magis ...... Director None Andre´ Van der Toorn ...... Director None Ricardo de Oliveira Silva Rittes ...... Director None Jean-Louis Van de Perre ...... Director None The business address for all directors is 5, Parc d’Activite´ Syrdall, L-5365 Munsbach,¨ Luxembourg. No conflicts of interests exist between any duties to the issuing entity of the persons referred to above and their private interests. Under Luxembourg company law, there is currently no legal corporate governance regime (other than ordinary corporate governance) that Ambrew must comply with.

215 Share capital Ambrew’s issued share capital at the date of this Base Prospectus is A148,640,320 represented by 4,645,010 ordinary shares of common stock par value A32 per share. Ambrew has no other classes of shares. The share capital is fully paid up in cash. Ambrew has no notes cum warrants, nor convertible notes outstanding. Ambrew is a wholly owned direct subsidiary of Anheuser-Busch InBev.

Material Contracts Ambrew has not entered into any material contracts that are not entered into in the ordinary course of Ambrew’s business, which could result in any Anheuser-Busch InBev group member being under an obligation or entitlement that is material to Ambrew’s ability to meet its obligations under this Programme. The accounting year begins on 1 January and ends on 31 December of each year. In accordance with article 316 of the Luxembourg law of 10 August 1915 (as subsequently amended), Ambrew is exempted from the requirement to prepare consolidated accounts and a consolidated management report. The results of Ambrew S.A. are consolidated within the financial statements of InBev. The consolidated accounts of InBev are available to the public and may be obtained from Anheuser-Busch InBev SA/NV, Grand Place 1, Brussels, Belgium.

Cobrew NV/SA Cobrew NV/SA (‘‘Cobrew’’) was incorporated on 21 May 1986 as a public limited liability company (‘‘soci´et´e anonyme’’/‘‘naamloze vennootschap’’) under Belgian law. The articles of association were published in the Annex of the Belgian State Gazette under number 860617-55/56 on 17 June 1986. Its registered office is located at Brouwerijplein 1, 3000 Leuven, Belgium. The articles of association were amended on 9 April 1987, on 29 September 1988, on 20 September 1990, on 31 December 1990, on 28 February 1991, on 25 September 1991, on 27 March 1995, on 29 June 1995, 5 November 1997, on 10 August 1998, on 26 October 1998, on 28 February 2000, on 13 September 2000, on 5 December 2000, on 12 January 2001, on 31 May 2001, on 5 February 2002, on 15 December 2004, on 19 May 2006 and on 13 June 2006. Cobrew is established for an unlimited period. Cobrew is registered with the Register for Legal Entities under number 0428.975.372. The business activities of Cobrew are publicity, providing and collecting of information, insurance and reinsurance, scientific research, relations with national and international authorities, centralisation of bookkeeping, administration, information technology and general services, centralisation of financial transactions and covering of risks resulting from fluctuations in exchange rates, financial management, invoicing, re-invoicing and factoring, finance lease of movable and immovable property, market studies, management and legal studies, fiscal advice, audits as well as all activities of a preparatory or auxiliary nature for the companies of the group. Within the framework of its objects, Cobrew can acquire, manufacture, hire and let out all movable and immovable goods and, in general, perform all civil, commercial, industrial and financial transactions, including the operation of all intellectual rights and all industrial and commercial properties relating to them.

Board of Directors As at the date of this Base Prospectus, the Board of Directors of Cobrew comprises the following persons:

Principal function Principal activities performed by them outside Cobrew which are Name with Cobrew significant with respect to Cobrew Gert Boulange´ ...... Director Tax Director Anheuser-Busch InBev Group Peter Suy ...... Director Director Finance Services Anheuser-Busch InBev Group Ricardo Rittes ...... Director VP Treasury Anheuser-Busch InBev Group Jean-Louis Van de Perre . . Director VP Corporate Tax Anheuser-Busch InBev Group

216 The business address for all directors is Brouwerijplein 1, 3000 Leuven, Belgium. No conflicts of interests exist between any duties to the issuing entity of the persons referred to above and their private interests. Under Belgian company law, there is currently no legal corporate governance regime that Cobrew must comply with.

Share capital Cobrew’s issued share capital at the date of this Base Prospectus is 3,399,912,340.70 represented by 1,371,489 ordinary shares of common stock without par value per share. Cobrew has no other classes of shares. The share capital is fully paid up in cash. Cobrew has no notes cum warrants, nor convertible notes outstanding. Cobrew is a wholly owned indirect subsidiary of Anheuser-Busch InBev.

Material Contracts Cobrew has not entered into any material contracts that are not entered into in the ordinary course of Cobrew’s business, which could result in any Anheuser-Busch InBev group member being under an obligation or entitlement that is material to Cobrew’s ability to meet its obligations under this Programme. The accounting year begins on 1 January and ends on 31 December of each year. In accordance with Article 113 of the Belgian Companies Code, Cobrew is exempt from the requirement to prepare consolidated accounts and a consolidated management report. The results of Cobrew are consolidated within the financial statements of InBev. The consolidated accounts of InBev are available to the public and may be obtained from Anheuser-Busch InBev SA/NV, Grand Place 1, Brussels, Belgium.

InBev Belgium NV/SA InBev Belgium NV/SA (‘‘InBev Belgium’’) was incorporated on 21 March 1988 as a public limited liability company (‘‘soci´et´e anonyme’’/‘‘naamlooze vennootschap’’) under Belgian law. InBev Belgium was incorporated under the denomination of BelBrew. The statutes were published in the Annex of the Belgian State Gazette under number 880413-192 on 13 April 1988. On 17 March 1989, InBev Belgium changed its denomination to Interbrew Belgium and on 31 August 2005, to InBev Belgium. Its registered office is located at 21, Boulevard Industriel, 1070 Brussels (Anderlecht), Belgium. The statutes were amended on 29 April 1988, on 17 March 1989, on 20 March 1991, on 30 June 1993, on 23 September 1994, on 21 September 1995, on 28 June 1999, on 2 September 1999, on 29 December 2000, on 29 June 2001, on 5 February 2004 and on 31 August 2005. InBev Belgium is established for an unlimited period. InBev Belgium is registered with the Register for Legal Entities under number 0433.666.709. The business activities of InBev Belgium are manufacturing and marketing of beers and other alcoholic/non alcoholic goods in Belgium.

Board of Directors As at the date of this Base Prospectus, the Board of Directors of InBev Belgium comprises the following persons:

Principal activities performed by them outside InBev Belgium which are significant Principal function with respect to InBev Name with InBev Belgium Belgium Sabine Sagaert ...... BU President None Tom Verhaegen ...... Sales Director On-Trade None Alain Beyens ...... Zone President Western Europe None Erlend Van Vreckem ...... Legal Director None

217 No conflicts of interests exist between any duties to the issuing entity of the persons referred to above and their private interests. Under Belgian company law, there is currently no legal corporate governance regime (other than ordinary corporate governance) that InBev Belgium must comply with.

Share capital InBev Belgium’s issued share capital at the date of this Base Prospectus is A293,000,000 represented by 4,717,363 ordinary shares of common stock. InBev Belgium has no other classes of shares. The share capital is fully paid up in cash. InBev Belgium has no notes cum warrants, nor convertible notes outstanding. InBev Belgium is a wholly owned indirect subsidiary of Anheuser-Busch InBev.

Material Contracts InBev Belgium has not entered into any material contracts that are not entered into in the ordinary course of InBev Belgium’s business, which could result in any Anheuser-Busch InBev group member being under an obligation or entitlement that is material to InBev Belgium’s ability to meet its obligations under this Programme. The accounting year begins on 1 January and ends on 31 December of each year. In accordance with Article 113 of the Belgian Companies Code, InBev Belgium is exempted from the requirement to prepare consolidated accounts and a consolidated management report. The results of InBev Belgium are consolidated within the financial statements of InBev. The consolidated accounts of InBev are available to the public and may be obtained from Anheuser-Busch InBev SA/NV, Grand Place 1, Brussels, Belgium.

InBev France S.A.S. InBev France S.A.S. (‘‘InBev France’’) was incorporated on 27 March 1981 as a soci´et´e anonyme under French law and transformed into a soci´et´e par actions simplifi´ee on 28 June 2002. Its registered office is located at 14, avenue Pierre Brossolette, 59280 Armentieres,` France. The statutes were last amended on 1 August 2006. InBev France is established until 27 March 2080. InBev France is registered under the corporate identity number 321 336 208. The business activities of InBev France, among others, are the exploitation of malt factories, the production and marketing of any type of beer, drinks, food products and financial transactions.

Board of Directors As at the date of this Base Prospectus, the President (Pr´esident) of InBev France is Christian Cools. As at the date of this Base Prospectus, the Council of the Presidency (Conseil de Pr´esidence) of InBev France comprises the following persons:

Principal activities performed by them outside InBev France which are significant with Name Principal function with InBev France respect to InBev France Nicolas Bonnel . IBS-Finance Director InBev Southern President for Auxindal SA, Finance Europe BU Company subsidiary of InBev France S.A.S. Emilie Ruyant . . Legal Director InBev France None The business address for all directors is 14, avenue Pierre Brossolette, 59280 Armentieres,` France. No conflicts of interests exist between any duties to the issuing entity of the persons referred to above and their private interests.

218 InBev France complies with all legal and regulatory provisions relating to corporate governance currently in force in France.

Share capital Pursuant to the decision of the shareholders of InBev France on 19 December 2008, InBev France’s issued share capital is A15,200,000 represented by 1,520,00 ordinary shares of common stock par value A10 per share. InBev France has no other classes of shares. The share capital is fully paid up in cash. InBev France has no notes cum warrants, nor convertible notes outstanding. InBev France is a wholly owned indirect subsidiary of Anheuser-Busch InBev.

Material Contracts InBev France has not entered into any material contracts that are not entered into in the ordinary course of InBev France’s business, which could result in any Anheuser-Busch InBev group member being under an obligation or entitlement that is material to InBev France’s ability to meet its obligations under this Programme. The accounting year begins on 1 January and ends on 31 December of each year. In accordance with tax legislation, InBev France is exempted from the requirement to prepare consolidated accounts and a consolidated management report. The results of InBev France are consolidated within the financial statements of InBev. The consolidated accounts of InBev are available to the public and may be obtained from Anheuser-Busch InBev SA/NV, Grand Place 1, Brussels, Belgium.

InBev Nederland N.V. InBev Nederland N.V. (‘‘InBev Nederland’’) was incorporated on 29 April 1930 as a public limited liability company (naamloze vennootschap) under Dutch law. Its registered office is located at Ceresstraat 1, 4811 CA Breda, The Netherlands. Its corporate seat is at Breda, The Netherlands. InBev Nederland’s articles of association were last amended on 2 January 2006. InBev Nederland is registered with the Dutch Commercial Register (Kamer van Koophandel Zuidwest-Nederland) under number 20080399. The business activities of InBev Nederland are, among others, beer brewing, drink production and sale of drinks, more specifically beer, water and soft drinks.

Board of Directors As at the date of this Base Prospectus, the Board of Directors of InBev Nederland comprises the following persons:

Principal activities performed by them outside InBev Nederland which are Principal function with significant with respect to Name InBev Nederland InBev Nederland L. Cuyvers ...... Director Finance None J.F.F. Hosel¨ ...... General Director None The business address for all directors is Ceresstraat 1, 4811 CA Breda, The Netherlands. No conflicts of interests exist between any duties to the issuing entity of the persons referred to above and their private interests. Under Dutch company law, InBev Nederland is subject to, and complies with, the large company regime (structuurvennootschap).

219 Supervisory Board As at the date of this Base Prospectus, the Supervisory Board of InBev Nederland comprises the following persons:

Principal activities performed by them outside InBev Nederland which are Principal function with significant with respect to Name InBev Nederland InBev Nederland H.D. Cohen ...... Supervisory Board Member None M.M.L. Croonen ...... Supervisory Board Member None L.A.H. Degelin ...... Supervisory Board Member None The business address for all Supervisory Board Members is Ceresstraat 1, 4811 CA Breda, The Netherlands. No conflicts of interests exist between any duties to InBev Nederland of the persons referred to above and their private interests.

Share capital InBev Nederland’s issued share capital at the date of this Base Prospectus is A9,323,684.04 represented by 205,458 ordinary shares par value A45.38 (rounded following conversion into euro) per share. InBev Nederland has no other classes of shares. The share capital is fully paid up in cash. InBev Nederland has no convertible notes outstanding. InBev Nederland is a wholly owned indirect subsidiary of Anheuser-Busch InBev.

Material Contracts InBev Nederland has not entered into any material contracts that are not entered into in the ordinary course of InBev Nederland’s business, which could result in any Anheuser-Busch InBev group member being under an obligation or entitlement that is material to InBev Nederland’s ability to meet its obligations under this Programme. The accounting year begins on 1 January and ends on 31 December of each year. The results of InBev Nederland are consolidated within the financial statements of InBev. The consolidated accounts of InBev are available to the public and may be obtained from Anheuser-Busch InBev SA/NV, Grand Place 1, Brussels, Belgium.

Interbrew Central European Holding B.V. Interbrew Central European Holding B.V. (‘‘Interbrew Holding’’) was incorporated on 13 March 1985 as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law. Its registered office is located at Ceresstraat 1, 4811 CA Breda, The Netherlands. Its corporate seat is at Breda, The Netherlands. The statutes were last amended on 29 May 1997. Interbrew Holding is registered with the Dutch Commercial Register (Kamer van Koophandel Zuidwest-Nederland) under number 20054921. The business objectives of Interbrew Holding are generally those of a holding and financing company. Interbrew Holding operates primarily in Central and Eastern Europe for example Bulgaria, Romania and the Czech Republic.

Board of Directors As at the date of this Base Prospectus, the sole member of the Board of Directors of Interbrew Holding is Interbrew International B.V. No conflicts of interests exist between any duties to Interbrew Holding of Interbrew International B.V. and its managing directors and their private interests.

220 Under Dutch company law, there is currently no legal corporate governance regime (other than ordinary corporate governance) that Interbrew Holding must comply with.

Share capital Interbrew Holding’s issued share capital at the date of this Base Prospectus is A181,512 represented by 400 ordinary shares par value A453.78 (rounded following conversion to euro) per share. Interbrew Holding has no other classes of shares. The share capital is fully paid up in cash. Interbrew Holding has no convertible notes outstanding. Interbrew Holding is a wholly owned indirect subsidiary of Anheuser-Busch InBev.

Material Contracts Interbrew Holding has not entered into any material contracts that are not entered into in the ordinary course of Interbrew Holding’s business, which could result in any Anheuser-Busch InBev group member being under an obligation or entitlement that is material to Interbrew Holding’s ability to meet its obligations under this Programme. The accounting year begins on 1 January and ends on 31 December of each year. The results of Interbrew Holding are consolidated within the financial statements of InBev. The consolidated accounts of InBev are available to the public and may be obtained from Anheuser-Busch InBev SA/NV, Grand Place 1, Brussels, Belgium.

Interbrew International B.V. Interbrew International B.V. (‘‘Interbrew International’’) was incorporated on 25 April 1978 as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law. Its registered office is located at Ceresstraat 1, 4811 CA Breda, The Netherlands. Its corporate seat is at Breda, The Netherlands. Interbrew International’s articles of association were last amended on 28 December 2000. Interbrew International is registered with the Dutch Commercial Register (Kamer van Koophandel Zuidwest-Nederland) under number 20054440. The business activities of Interbrew International are generally those of a holding and financing company. Interbrew International operates primarily in Western Europe and the Asia-Pacific zone, for example China, UK, Germany, Belgium and France.

Board of Directors As at the date of this Base Prospectus, the Board of Directors of Interbrew International comprises the following persons:

Principal activities performed by them outside Interbrew Principal function International which are with Interbrew significant with respect to Name International Interbrew International J.H.M. Van Erve ...... Director None G. Boulange´ ...... Director None I. Oosterveld ...... Director None P.J.L. Suy ...... Director None J. Heerkens ...... Director None The business address for all directors is Ceresstraat 1, 4811 CA Breda, The Netherlands. No conflicts of interests exist between any duties to Interbrew International of the persons referred to above and their private interests. Under Dutch company law, there is currently no legal corporate governance regime (other than ordinary corporate governance) that Interbrew International must comply with.

221 Share capital Interbrew International’s issued share capital at the date of this Base Prospectus is A182,452,773 represented by 185,350 A shares of par value A453.78 per share and 216,723 B shares of par value A453.78 (both rounded following conversion to euro). Interbrew International has no other classes of shares. The share capital is fully paid up in cash. Interbrew International has no convertible notes outstanding. Interbrew International is a wholly owned indirect subsidiary of Anheuser-Busch InBev.

Material Contracts Interbrew International has not entered into any material contracts that are not entered into in the ordinary course of Interbrew International’s business, which could result in any Anheuser-Busch InBev group member being under an obligation or entitlement that is material to Interbrew International’s ability to meet its obligations under this Programme. The accounting year begins on 1 January and ends on 31 December of each year. The results of Interbrew International are consolidated within the financial statements of InBev. The consolidated accounts of InBev are available to the public and may be obtained from Anheuser- Busch InBev SA/NV, Grand Place 1, Brussels, Belgium.

Nimbuspath Limited Nimbuspath Limited (‘‘Nimbuspath’’) was incorporated on 19 September 2001 as a private limited company under United Kingdom law. Its registered office is located at Porter Tun House, 500 Capability Green, Luton, Bedfordshire, LU1 3LS, United Kingdom. Nimbuspath is established for an unlimited period. Nimbuspath is registered under the corporate identity number 04290399. The business activities of Nimbuspath are those of a holding company in the UK and the Republic of Ireland.

Board of Directors As at the date of this Base Prospectus, the Board of Directors of Nimbuspath comprises the following persons:

Principal activities performed by them outside Nimbuspath which are significant Principal function with respect to Name with Nimbuspath Nimbuspath Claude Louis Bahoshy ...... Legal Director None Rosanna Longobardi ...... People Director None Stuart Murray MacFarlane ...... Business Unit President None Roberto Schuback ...... Finance Director None The business address for all directors is Porter Tun House, 500 Capability Green, Luton, Bedfordshire, LU1 3LS, United Kingdom. No conflicts of interests exist between any duties to the issuing entity of the persons referred to above and their private interests. Under English company law, there is no legal corporate governance regime applicable to Nimbuspath.

Share capital Nimbuspath’s issued share capital at the date of this Base Prospectus is £670,000,001 represented by 670,000,001 ordinary shares of common stock par value £1 per share. Nimbuspath has no other classes of shares. The share capital is fully paid up in cash. Nimbuspath has no notes cum warrants, nor convertible notes outstanding.

222 Nimbuspath is a wholly owned indirect subsidiary of Anheuser-Busch InBev.

Material Contracts Nimbuspath has not entered into any material contracts that are not entered into in the ordinary course of Nimbuspath’s business, which could result in any Anheuser-Busch InBev group member being under an obligation or entitlement that is material to Nimbuspath’s ability to meet its obligations under this Programme. The accounting year begins on 1 January and ends on 31 December of each year. In accordance with Section 228 of the Companies Act 1985, Nimbuspath is exempted from the requirement to prepare group accounts. Under Financial Reporting Standard 1, Nimbuspath is exempt from the requirement to prepare a cash flow statement. The results of Nimbuspath are consolidated within the financial statements of InBev. The consolidated accounts of InBev are available to the public and may be obtained from Anheuser-Busch InBev SA/NV, Grand Place 1, Brussels, Belgium.

Sun Interbrew Limited Sun Interbrew Limited (‘‘Sun Interbrew’’) was incorporated on 9 December 1993 as a private company under the Companies law (Jersey) 1991, and was re-registered as a public company pursuant to a special resolution passed on 19 December 1994. Its registered office is located at PO Box 207, 13-14 Esplanade, St. Helier, JE1 1BD, Jersey, C.I. The memorandum and articles of association were last amended on 30 May 2000. Sun Interbrew is established for an unlimited period. Sun Interbrew is registered under company number 57136. Sun Interbrew has a controlling interest in 12 breweries in the Russian Federation and Ukraine. These breweries manufacture, market and distribute beer, malt and soft drinks.

Board of Directors As at the date of this Base Prospectus, the Board of Directors of Sun Interbrew comprises the following persons:

Principal activities performed by them outside Sun Interbrew which are significant Principal function with respect to Name with Sun Interbrew Sun Interbrew Alain Beyens ...... Director None Patricia Capel ...... Director None Khamzat Khamidovich Khasbulatov ...... Director None Nand Lal Khemka ...... Director None Shiv Vikram Khemka ...... Director None Uday Harsh Khemka ...... Director None Chris Lemire ...... Director None Christopher Edward Lloyd ...... Director None Albu Mihai ...... Director None Oleg Saydashevich Moubarakshin ...... Director None Julia Pylypenko ...... Director None Joseph William Strella ...... Director None Oleg Tinkov ...... Director None The business address for all directors is PO Box 207, 13-14 Esplanade, St. Helier, JE1 1BD, Jersey, C.I. No conflicts of interests exist between any duties to Sun Interbrew of the persons referred to above and their private interests.

223 Under Jersey company law, there is currently no formal legal corporate governance regime (other than ordinary corporate governance including applicable provisions of the Companies (Jersey) Law 1991) that Sun Interbrew must comply with.

Share capital Sun Interbrew’s issued share capital at the date of this Base Prospectus is 116,567,840 represented by 88,802,165 Class A shares of value £0.01 per share and 27,765,675 Class B shares of value £0.01 per share. Sun Interbrew has no other classes of shares. The share capital is fully paid up in cash. Sun Interbrew has no notes cum warrants, nor convertible notes outstanding. Sun Interbrew is a wholly owned indirect subsidiary of Anheuser-Busch InBev.

Material Contracts Sun Interbrew has not entered into any material contracts that are not entered into in the ordinary course of Sun Interbrew’s business, which could result in any Anheuser-Busch InBev group member being under an obligation or entitlement that is material to Sun Interbrew’s ability to meet its obligations under this Programme. The accounting year begins on 1 January and ends on 31 December of each year. The results of Sun Interbrew are consolidated within InBev. The consolidated accounts of InBev are available to the public and may be obtained from Anheuser-Busch InBev SA/NV, Grand Place 1, Brussels, Belgium. The guarantees provided by the Guarantors (excluding the Issuers) in respect of the Notes are in addition to, inter alia, the unconditional and irrevocable guarantee provided by Anheuser-Busch InBev, as the parent company. Information relating to InBev, including its audited consolidated annual financial statements for the financial years ended 31 December 2006 and 31 December 2007, unaudited consolidated interim financial statements for the six months ended 30 June 2008 and unaudited consolidated interim financial statements for the nine months ended 30 September 2008, which are incorporated by reference, are set out elsewhere in this Base Prospectus. Therefore, for the purposes of article 23.4 of the EU Regulation No 809/2004, save as stated in this Base Prospectus, no further information relevant to the subsidiary Guarantors is pertinent to an investor’s assessment of the Issuers, the Guarantors or the Notes.

224 TAXATION The following paragraphs are general summaries only and are not intended to constitute a complete analysis of all potential tax consequences relating to the ownership of Notes. Prospective investors should consult their own tax advisers concerning the consequences of an investment in the Notes in their particular circumstances.

Luxembourg Taxation The following is a general description of certain tax laws relating to the Notes as in effect and as applied by the relevant tax authorities as at the date hereof and does not purport to be a comprehensive discussion of the tax treatment of the Notes. Prospective investors should consult their own professional advisers on the implications of making an investment in, holding or disposing of Notes and the receipt of interest with respect to such Notes under the laws of the countries in which they may be liable to taxation.

Luxembourg tax residency of the Noteholders A Noteholder will not become resident, or be deemed to be resident, in Luxembourg by reason only of the holding of the Notes, or the execution, performance, delivery and/or enforcement of the Notes.

Withholding tax Under Luxembourg tax law currently in effect and with the possible exception of interest paid to certain individual Noteholders and to certain entities, there is no Luxembourg withholding tax on payments of interest (including accrued but unpaid interest). There is also no Luxembourg withholding tax, with the possible exception of payments made to certain individual Noteholders and to certain entities, upon repayment of principal in case of reimbursement, redemption, repurchase or exchange of the Notes.

Taxation of Luxembourg non-residents Under the Luxembourg laws dated 21 June 2005 implementing the Savings Directive and several agreements concluded between Luxembourg and certain dependent or associated territories of the European Union (‘‘EU’’), a Luxembourg-based paying agent (within the meaning of the Savings Directive) is required to withhold tax on interest and other similar income paid by it to (or under certain circumstances, to the benefit of) an individual resident in another Member State or in certain EU dependent or associated territories, unless the beneficiary of the interest payments elects for the procedure of exchange of information or for the tax certificate procedure. The same treatment will apply to payments of interest and other similar income made to certain ‘‘residual entities’’ within the meaning of Article 4.2 of the Savings Directive, established in a Member State or in certain EU dependent or associated territories (i.e. entities which are not (i) legal persons (which include, inter alia, the Finnish and Swedish companies listed in Article 4.5 of the Savings Directive) and whose profits are not taxed under the general provisions related to business taxation or (ii) UCITS recognised in accordance with Council Directive 85/611/EEC or similar collective investment funds located in Jersey, Guernsey, the Isle of Man, the Turks and Caicos Islands, the Cayman Islands, Montserrat or the British Virgin Islands and have not opted to be treated as UCITS recognised in accordance with Council Directive 85/611/EEC). The withholding tax rate is 20 per cent. increasing to 35 per cent. as from 1 July 2011. The withholding tax system will only apply during a transitional period, the ending of which depends on the conclusion of certain agreements relating to information exchange with certain third countries.

Taxation of Luxembourg residents Interest payments made by Luxembourg paying agents (defined in the same way as in the Savings Directive) to Luxembourg individual residents or to certain residual entities that secure interest payments on behalf of such individuals (unless such entities have opted either to be treated as UCITS recognised in accordance with the Council Directive 85/611/EC or for the exchange of information regime) are subject to a 10 per cent. withholding tax (the ‘‘10 per cent. Luxembourg Withholding Tax’’).

225 Taxation of the Noteholders Taxation of Luxembourg non-residents Noteholders who are non-residents of Luxembourg and who have neither a permanent establishment, a permanent representative nor a fixed base of business in Luxembourg with which the holding of the Notes is connected are not liable for any Luxembourg income tax, whether they receive payments of principal, payments of interest (including accrued but unpaid interest), payments received upon redemption or repurchase of the Notes, or realise capital gains on the sale of any Notes.

Taxation of Luxembourg residents Noteholders who are residents of Luxembourg will not be liable for any Luxembourg income tax on repayment of principal.

Luxembourg resident individuals Pursuant to the Luxembourg law of 23 December 2005 as amended by the law of 17 July 2008, Luxembourg resident individuals, acting in the course of their private wealth, can opt to self-declare and pay a 10 per cent. tax (the ‘‘10 per cent. Tax’’) on interest payments made after 31 December 2007 by paying agents (defined in the same way as in the Savings Directive) located in an EU Member State other than Luxembourg, a Member State of the European Economic Area or in a State or territory which has concluded an international agreement directly related to the Savings Directive. The 10 per cent. Luxembourg Withholding Tax or the 10 per cent. Tax represents the final tax liability on interest received for the Luxembourg resident individuals receiving the interest payment in the course of their private wealth and can be reduced in consideration of foreign withholding tax, based on double tax treaties concluded by Luxembourg. Individual Luxembourg resident Noteholders receiving the interest as business income must include this interest in their taxable basis; if applicable, the 10 per cent. Luxembourg Withholding Tax levied will be credited against their final income tax liability. Luxembourg resident individual Noteholders are not subject to taxation on capital gains upon the disposal of the Notes, unless the disposal of the Notes precedes the acquisition of the Notes or the Notes are disposed of within six months of the date of acquisition of the Notes. Upon the sale, redemption or exchange of the Notes, accrued but unpaid interest will be subject to the 10 per cent. Luxembourg Withholding Tax or to the 10 per cent. Tax if the Luxembourg resident individuals opt for the 10 per cent. Tax. Individual Luxembourg resident Noteholders receiving the interest as business income must include the portion of the price corresponding to this interest in their taxable income; the 10 per cent. Luxembourg Withholding Tax levied will be credited against their final income tax liability.

Luxembourg resident companies Luxembourg resident companies (soci´et´e de capitaux) which are Noteholders or foreign entities of the same type which have a permanent establishment or a permanent representative in Luxembourg with which the holding of the Notes is connected, must include in their taxable income any interest (including accrued but unpaid interest) and the difference between the sale or redemption price (received or accrued) and the lower of the cost or book value of the Notes sold or redeemed.

Luxembourg resident companies benefiting from a special tax regime Noteholders who are undertakings for collective investment subject to the law of 20 December 2002 or to the law of 13 February 2007 are tax exempt entities in Luxembourg, and are thus not subject to any Luxembourg tax (i.e., corporate income tax, municipal business tax and net wealth tax), other than the subscription tax calculated on their net asset value. This annual tax is paid quarterly on the basis of the total net assets as determined at the end of each quarter. Noteholders who are holding companies subject to the law of 31 July 1929 as repealed or to the law of 11 May 2007 on family estate management companies are also not subject to income tax and are liable only for the so-called subscription tax at the rate of respectively 0.2 per cent. and 0.25 per cent.

Net Wealth Tax Luxembourg net wealth tax will not be levied on a Noteholder, unless (i) such holder is a Luxembourg fully taxable resident company or (ii) such Notes are attributable to an enterprise or part

226 thereof which is carried on through a Luxembourg permanent establishment by a non-resident company.

Other Taxes There is no Luxembourg registration tax, stamp duty or any other similar tax or duty payable in Luxembourg by Noteholders as a consequence of the issuance of the Notes, nor will any of these taxes be payable as a consequence of a subsequent transfer, repurchase or redemption of the Notes. Proceedings in a Luxembourg court or the presentation of documents relating to the Notes, other than the Notes themselves, to an autorit´e constitu´ee may require registration of the documents, in which case the documents will be subject to registration duties depending on the nature of the documents. There is no Luxembourg VAT payable in respect of payments in consideration for the issuance of the Notes or in respect of the payment of interest or principal under the Notes or the transfer of the Notes. Luxembourg VAT may, however, be payable in respect of fees charged for certain services rendered to the relevant Issuer, if for Luxembourg VAT purposes such services are rendered or are deemed to be rendered in Luxembourg and an exemption from Luxembourg VAT does not apply with respect to such services. No Luxembourg inheritance taxes are levied on the transfer of the Notes upon death of a Noteholder in cases where the deceased was not a resident of Luxembourg for inheritance tax purposes. No Luxembourg gift tax will be levied on the transfer of the Notes by way of gift unless the gift is registered in Luxembourg.

Belgian Taxation The following is a general description of the principal Belgian tax consequences for investors receiving interest in respect of, or disposing of, the Notes issued by Anheuser-Busch InBev and Brandbrew and is of a general nature based on the issuers’ understanding of current law and practice. This summary does not describe the tax consequences for a holder of Notes that are redeemable in exchange for, or convertible into shares, of the exercise, settlement or redemption of such Notes and/or any tax consequences after the moment of exercise, settlement or redemption of such Notes. This general description is based upon the law as in effect on the date of this Base Prospectus and is subject to any change in law that may take effect after such date. Investors should appreciate that, as a result of changing law or practice, the tax consequences may be otherwise than as stated below. Investors should consult their professional advisers on the possible tax consequences of subscribing for, purchasing, holding, selling or converting the Notes issued by Anheuser-Busch InBev and/or Brandbrew under the laws of their countries of citizenship, residence, ordinary residence or domicile.

Notes issued by Anheuser-Busch InBev Belgian Withholding Tax All payments by or on behalf of the Issuer of interest on the Notes are in principle subject to the 15 per cent. Belgian withholding tax on the gross amount of the interest. In this regard, ‘‘interest’’ means the periodic interest income, any amount paid by the Issuer in excess of the issue price (whether or not on the maturity date) and, in case of a realisation of the Notes between two interest payment dates, the pro rata of accrued interest corresponding to the detention period. However, payments of interest and principal under the Notes by or on behalf of the Issuer may be made without deduction of withholding tax in respect of the Notes if and as long as at the moment of payment or attribution of interest they are held by certain eligible investors (the ‘‘Eligible Investors’’, see hereinafter) in an exempt securities account (an ‘‘X Account’’) that has been opened with a financial institution that is a direct or indirect participant (a ‘‘Participant’’) in the X/N Clearing System operated by the National Bank of Belgium (the ‘‘X/N System’’ and the ‘‘NBB’’). Euroclear and Clearstream, Luxembourg are directly or indirectly Participants for this purpose. Holding the Notes through the X/N System enables Eligible Investors to receive the gross interest income on their Notes and to transfer the Notes on a gross basis.

227 Participants to the X/N system must enter the Notes which they hold on behalf of Eligible Investors in an X Account. Eligible Investors are those entities referred to in article 4 of the Arrˆet´e Royal du 26 mai 1994 relatif a` la perception et a` la bonification du pr´ecompte mobilier (Belgian Royal Decree of 26 May 1994 on the deduction of withholding tax) which include, inter alia: (i) Belgian corporations subject to Belgian corporate income tax; (ii) institutions, associations or companies specified in article 2, §3 of the law of 9 July 1975 on the control of insurance companies other than those referred to in 1 and 3 subject to the application of article 262, 1 and 5 of the Income Tax Code of 1992; (iii) state regulated institutions (institutions parastatales, parastatalen) for social security, or institutions which are assimilated therewith, provided for in article 105, 2o of the Royal Decree implementing the Income Tax Code 1992; (iv) non-resident investors provided for in article 105, 5o of the same decree; (v) investment funds, recognised in the framework of pension savings, provided for in article 115 of the same decree; (vi) tax payers provided for in article 227, 2o of the Income Tax Code 1992 which have used the income generating capital for the exercise of their professional activities in Belgium and which are subject to non-resident income tax pursuant to article 233 of the same code; (vii) the Belgian State in respect of investments which are exempt from withholding tax in accordance with article 265 of the Income Tax Code 1992; (viii) investment funds governed by foreign law which are an indivisible estate managed by a management company for the account of the participants, provided the fund units are not offered publicly in Belgium or traded in Belgium; and (ix) Belgian resident corporations, not provided for under (i), when their activities exclusively or principally consist of the granting of credits and loans. Eligible Investors do not include, inter alia, Belgian resident investors who are individuals or non- profit making organisations, other than those mentioned under (ii) and (iii) above. Participants to the X/N System must keep the Notes which they hold on behalf of the non-Eligible Investors in a non-exempt securities account (an ‘‘N Account’’). In such instance all payments of interest are subject to the 15 per cent. withholding tax. This withholding tax is withheld by the NBB and paid to the Belgian Treasury. Upon opening of an X Account for the holding of Notes, the Eligible Investor is required to provide the Participant with a statement of its eligible status on a form approved by the Minister of Finance. There is no ongoing declaration requirement to the X/N System as to the eligible status. These identification requirements do not apply to Notes held in Euroclear or Clearstream, Luxembourg as Participants to the X/N Clearing System, provided that Euroclear or Clearstream only hold X Accounts and that they are able to identify the holders for whom they hold Notes in such account. In accordance with the X/N System, a Noteholder who is withdrawing Notes from an Exempt Account will, following the payment of interest on those Notes, be entitled to claim an indemnity from the Belgian tax authorities of an amount equal to the withholding on the interest payable on the Notes from the last preceding Interest Payment Date until the date of withdrawal of the Notes from the X/N System. As a condition of acceptance of the Notes into the X/N System, the Noteholders waive the right to claim such indemnity.

Belgian income tax and capital gains Belgian resident individuals For natural persons who are Belgian residents for tax purposes, i.e., who are subject to the Belgian personal income tax (Personenbelasting/Impotˆ des personnes physiques) and who hold the Notes as a private investment, payment of the 15 per cent. withholding tax fully discharges them from their

228 personal income tax liability with respect to these interest payments (pr´ecompte mobilier lib´eratoire, bevrijdende roerende voorheffing). This means that they do not have to declare the interest obtained on the Notes in their personal income tax return, provided withholding tax was levied on these interest payments. Belgian resident individuals may nevertheless elect to declare the interest payment (as defined in ‘‘Taxation – Belgian Taxation – Notes issued by Anheuser-Busch – Belgium Withholding Tax’’) in their personal income tax return. Where the beneficiary opts to declare them, interest payments will normally be taxed at the interest withholding tax of 15 per cent. plus communal surcharges (or at the progressive personal tax rate taking into account the taxpayer’s other declared income, whichever is lower). If the interest payment is declared, the withholding tax retained by the NBB may be credited. Capital gains realised on the sale of the Notes are in principle tax exempt, unless the capital gains are realised outside the scope of the management of one’s private estate or unless the capital gains qualify as interest (as defined in ‘‘Taxation – Belgian Taxation – Notes issued by Anheuser-Busch – Belgium Withholding Tax’’). Capital losses are in principle not tax deductible. Other tax rules apply to Belgian resident individuals who do not hold the Notes as a private investment.

Belgian resident companies Interest attributed or paid to corporations Note holders who are Belgian residents for tax purposes, i.e. who are subject to the Belgian Corporate Income Tax (Vennootschapsbelasting/Impotˆ des soci´et´es), as well as capital gains realised upon the sale of the Notes are taxable at the ordinary corporate income tax rate of in principle 33.99 per cent. Capital losses realised upon the sale of the Notes are in principle tax deductible.

Belgian legal entities Belgian legal entities subject to the Belgian legal entities tax (rechtspersonenbelasting, impotsˆ des personnes morales) which do not qualify as Eligible Investors are subject to a withholding tax of 15 per cent. on interest payments. The withholding tax constitutes the final taxation. Belgian legal entities which qualify as Eligible Investors (see ‘‘Taxation – Belgian Taxation – Notes issued by Anheuser-Busch – Belgium Withholding Tax’’) and which consequently have received gross interest income are required to pay the withholding tax themselves. Capital gains realised on the sale of the Notes are in principle tax exempt, unless the capital gains qualify as interest (as defined in ‘‘Taxation – Belgian Taxation – Notes issued by Anheuser-Busch – Belgium Withholding Tax’’). Capital losses are in principle not tax deductible.

Organisations for Financing Pensions Interest paid or attributed to Organisations for Financing Pensions in the meaning of the Law of 27 October 2006 on the activities and supervision of institutions for occupational retirement provision is in principle subject to a 15 per cent. withholding tax. This Belgian withholding tax is fully creditable against any corporate income tax due and any excess amount is in principle refundable. Interest derived by OFP Noteholders on the Notes and capital gains realised on the Notes will be exempt from Belgian Corporate Income Tax.

Belgian non-residents Noteholders who are not residents of Belgium for Belgian tax purposes and who are not holding the Notes through their permanent establishment in Belgium, will not become liable for any Belgian tax on income or capital gains by reason only of the acquisition or disposal of the Notes provided that they qualify as Eligible Investors and that they hold their Notes in an X Account.

Tax on stock exchange transactions A stock exchange tax (Taxe sur les op´erations de bourse, Taks op de beursverrichtingen) will be levied on the purchase and sale in Belgium of the Notes on a secondary market through a professional intermediary. The rate applicable for secondary sales and purchases in Belgium through a professional intermediary is 0.07 per cent. with a maximum amount of Euro 500 per transaction and per party. The

229 tax is due separately from each party to any such transaction, i.e. the seller (transferor) and the purchaser (transferee), both collected by the professional intermediary. However, the tax referred to above will not be payable by exempt persons acting for their own account, including investors who are Belgian non-residents provided they deliver an affidavit to the financial intermediary in Belgium confirming their non-resident status and certain Belgian institutional investors, as defined in Article 126/1,2º of the Code of various duties and taxes (Code des droits et taxes divers, Wetboek diverse rechten en taksen) for the taxes on stock exchange transactions.

European Directive on taxation of savings income in the form of interest payments On 3 June 2003, the Council of the European Union adopted the Council Directive 2003/48/EC regarding the taxation of savings income (hereafter, the ‘‘Savings Directive’’), which has been implemented in Belgium by the law of 17 May 2004. The Savings Directive entered into force on 1 July 2005. Under the Savings Directive, Member States are since 1 July 2005 required to provide to the tax authorities of other Member States or the tax authorities of the Netherlands Antilles, Aruba, Guernsey, Jersey, the Isle of Man, Montserrat and the British Virgin Islands (hereafter, the ‘‘Dependant and Associated Territories’’, each a ‘‘Dependant and Associated Territory’’) details of payments of interest and other similar income paid by a paying agent (within the meaning of the Savings Directive) to (or under certain circumstances, to the benefit of) an individual resident in another Member State or resident in a Dependant and Associated Territory, except that Belgium is instead required to impose a source tax (woonstaatheffing/pr´el`evement pour l’Etat de residence, hereafter ‘‘Source Tax’’) for a transitional period, unless the beneficiary of the interest payments elects for the exchange of information. The rate of the Source Tax was 15 per cent. until 30 June 2008 and has increased to 20 per cent. on 1 July 2008. The rate of the Source Tax will increase to 35 per cent. on 1 July 2011. The ending of such transitional period depends on the conclusion of certain other agreements relating to exchange of information with certain other countries.

Individuals not resident in Belgium A Belgian paying agent will withhold a tax at source at the current rate of 20 per cent. on the interest payments made to an individual, beneficial owner of the interest payments and resident in another EU Member State or resident in one of the Associated and Dependant Territories. The Source Tax is levied in addition to the Belgian withholding tax which has been withheld. The Source Tax is levied pro rata to the period of holding of the Notes by the beneficial owner of the interest payments. No Source Tax will be applied if the investor provides the Belgian paying agent with a certificate drawn up in his name by the competent authority of his state of residence for tax purposes. The certificate must at least indicate: (i) name, address and tax or other identification number or, in the absence of the latter, the date and place of birth of the beneficial owner; (ii) name and address of the paying agent; and (iii) the account number of the beneficial owner, or where there is none, the identification of the security.

Individuals resident in Belgium An individual resident in Belgium will be subject to the provisions of the Savings Directive, if he receives interest payments from a paying agent (within the meaning of the Savings Directive) established in another EU Member State, Switzerland, Liechtenstein, Andorra, Monaco, San Marino, the Netherlands Antilles, Aruba, Guernsey, Jersey, the Isle of Man, Montserrat, the British Virgin Islands, Anguilla, the Cayman Islands or the Turks and Caicos Islands. If the interest received by an individual resident in Belgium has been subject to a Source Tax, such Source Tax does not liberate the Belgian individual from declaring the interest income in the personal income tax declaration. The Source Tax will be credited against the personal income tax. If the Source Tax withheld exceeds the personal income tax due, the excessive amount will be reimbursed, provided it reaches a minimum of Euro 2.5.

230 Notes issued by Brandbrew Withholding Tax and Income Tax Tax rules applicable to natural persons resident in Belgium Belgian natural persons who are Belgian residents for tax purposes, i.e., who are subject to the Belgian personal income tax (Personenbelasting/Impotˆ des personnes physiques) and who hold the Notes as a private investment, are in Belgium subject to the following tax treatment with respect to the Notes. Other tax rules apply to Belgian resident individuals who do not hold the Notes as a private investment. In accordance with Belgian tax law, the following amounts are qualified and taxable as ‘‘interest’’: (i) periodic interest income, (ii) amounts paid by the Issuer in excess of the issue price (whether or not on the maturity date), (iii) if the Notes qualify as ‘‘fixed income securities’’ (in the meaning of article 2, §1, 8 Belgian Income Tax Code), in case of a realisation of the Notes between two interest payment dates, the pro rata of accrued interest corresponding to the detention period. In general, Notes are qualified as fixed income security if there is a causal link between the amount of interest income and the detention period of the Note, on the basis of which it is possible to calculate the amount of pro rata interest income at the moment of the sale of the Notes during their lifetime. Payments of interest on the Notes made through a paying agent in Belgium will in principle be subject to a 15 per cent. withholding tax in Belgium (calculated on the interest received after deduction of any non-Belgian withholding taxes). The Belgian withholding tax constitutes the final income tax for Belgian resident individuals. This means that they do not have to declare the interest obtained on the Notes in their personal income tax return, provided withholding tax was levied on these interest payments. However, if the interest is paid outside Belgium without the intervention of a Belgian paying agent, the interest received (after deduction of any non-Belgian withholding tax) must be declared in the personal income tax return and will be taxed at a flat rate of 15 per cent. plus communal surcharges. Capital gains realised on the sale of the Notes are in principle tax exempt, unless the capital gains are realised outside the scope of the management of one’s private estate or unless the capital gains qualify as interest (as defined above). Capital losses are in principle not tax deductible.

Belgian resident companies Corporations Noteholders who are Belgian residents for tax purposes, i.e., who are subject to Belgian Corporate Income Tax (Vennootschapsbelasting/Impotˆ des soci´et´es) are in Belgium subject to the following tax treatment with respect to the Notes. Interest derived by Belgian corporate investors on the Notes and capital gains realised on the Notes will be subject to Belgian corporate income tax of 33.99 per cent. Capital losses are in principle deductible. Interest payments on the Notes made through a paying agent in Belgium can under certain circumstances be exempt from withholding tax, provided a special certificate is delivered. The Belgian withholding tax that has been levied is creditable in accordance with the applicable legal provisions.

Belgian legal entities Legal entities Noteholders who are Belgian residents for tax purposes, i.e., who are subject to Belgian tax on legal entities (Rechtspersonenbelasting/impotˆ des personnes morales) are in Belgium subject to the following tax treatment with respect to the Notes. In accordance with Belgian tax law, the following amounts are qualified and taxable as ‘‘interest’’: (i) periodic interest income, (ii) amounts paid by the Issuer in excess of the issue price (whether or not on the maturity date), (iii) if the Notes qualify as ‘‘fixed income securities’’ (in the meaning of article 2, §1, 8 Belgian Income Tax Code), in case of a realisation of the Notes between two interest payment dates, the pro rata of accrued interest corresponding to the detention period. In general, Notes are qualified as fixed income security if there is a causal link between the amount of interest income and the detention period of the Note, on the basis of which it is possible to calculate the amount of pro rata interest income at the moment of the sale of the Notes during their lifetime.

231 Payments of interest on the Notes made through a paying agent in Belgium will in principle be subject to a 15 per cent. withholding tax in Belgium and no further tax on legal entities will be due on the interest. However, if the interest is paid outside Belgium without the intervention of a Belgian paying agent and without the deduction of Belgian withholding tax, the legal entity itself is responsible for the deduction and payment of the 15 per cent. withholding tax. Capital gains realised on the sale of the Notes are in principle tax exempt, unless the capital gain qualifies as interest (as defined above). Capital losses are in principle not tax deductible.

Organisation for Financing Pensions Belgian pension fund entities that have the form of an Organisation for Financing Pensions (OFP) are subject to Belgian Corporate Income Tax (Vennootschapsbelasting/Impotˆ des soci´et´es). OFPs are in Belgium subject to the following tax treatment with respect to the Notes. Interest derived by OFP Note holders on the Notes and capital gains realised on the Notes will be exempt from Belgian Corporate Income Tax. The Belgian withholding tax that has been levied is creditable in accordance with the applicable legal provisions.

Belgian non-residents The interest income on the Notes paid through a professional intermediary in Belgium will, in principle, be subject to a 15 per cent. withholding tax, unless the Noteholder is resident in a country with which Belgium has concluded a double taxation agreement and delivers the requested affidavit. If the income is not collected through a financial institution or other intermediary established in Belgium, no Belgian withholding tax is due. Non-resident investors can also obtain an exemption of Belgian withholding tax on interest from the Notes if they are the owners or usufructors of the Notes and they deliver an affidavit confirming that they have not allocated the Notes to business activities in Belgium and that they are non-residents, provided that (i) the interest is paid through a Belgian credit institution, stock market company or clearing or settlement institution and that (ii) the Notes are not used by the Issuer for carrying on a business in Belgium. The non-residents who use the debt instruments to exercise a professional activity in Belgium through a permanent establishment are subject to the same tax rules as the Belgian resident companies (see 2.1.2 above). Non-resident Note holders who do not allocate the Notes to a professional activity in Belgium are not subject to Belgian income tax, save, as the case may be, in the form of withholding tax.

Tax on stock exchange transactions A stock exchange tax (Taxe sur les op´erations de bourse, Taks op de beursverrichtingen) will be levied on the purchase and sale in Belgium of the Notes on a secondary market through a professional intermediary. The rate applicable for secondary sales and purchases in Belgium through a professional intermediary is 0.07 per cent. with a maximum amount of Euro 500 per transaction and per party. The tax is due separately from each party to any such transaction, i.e. the seller (transferor) and the purchaser (transferee), both collected by the professional intermediary. However, the tax referred to above will not be payable by exempt persons acting for their own account, including investors who are Belgian non-residents provided they deliver an affidavit to the financial intermediary in Belgium confirming their non-resident status and certain Belgian institutional investors, as defined in Article 126/1,2o of the Code of various duties and taxes (Code des droits et taxes divers, Wetboek diverse rechten en taksen) for the taxes on stock exchange transactions.

European Directive on taxation of savings income in the form of interest payments On 3 June 2003, the Council of the European Union adopted the Savings Directive, which has been implemented in Belgium by the law of 17 May 2004. The Savings Directive entered into force on 1 July 2005.

232 Under the Savings Directive, Member States are since 1 July 2005 required to provide to the tax authorities of other Member States or the tax authorities of the Netherlands Antilles, Aruba, Guernsey, Jersey, the Isle of Man, Montserrat and the British Virgin Islands (hereafter, the ‘‘Dependant and Associated Territories’’, each a ‘‘Dependant and Associated Territory’’) details of payments of interest and other similar income paid by a paying agent (within the meaning of the Savings Directive) to (or under certain circumstances, to the benefit of) an individual resident in another Member State or resident in a Dependant and Associated Territory, except that Belgium is instead required to impose a source tax (woonstaatheffing/pr´el`evement pour l’Etat de residence, hereafter ‘‘Source Tax’’) for a transitional period, unless the beneficiary of the interest payments elects for the exchange of information. The rate of the Source Tax was 15 per cent. until 30 June 2008 and has increased to 20 per cent. on 1 July 2008. The rate of the Source Tax will increase to 35 per cent. on 1 July 2011. The ending of such transitional period depends on the conclusion of certain other agreements relating to exchange of information with certain other countries.

Individuals not resident in Belgium A Belgian paying agent will withhold a tax at source at the current rate of 20 per cent. on the interest payments made to an individual, beneficial owner of the interest payments and resident in another EU Member State or resident in one of the Associated and Dependant Territories. The Source Tax is levied in addition to the Belgian withholding tax which has been withheld. The Source Tax is levied pro rata to the period of holding of the Notes by the beneficial owner of the interest payments. No Source Tax will be applied if the investor provides the Belgian paying agent with a certificate drawn up in his name by the competent authority of his state of residence for tax purposes. The certificate must at least indicate: (i) name, address and tax or other identification number or, in the absence of the latter, the date and place of birth of the beneficial owner; (ii) name and address of the paying agent; and (iii) the account number of the beneficial owner, or where there is none, the identification of the security.

Individuals resident in Belgium An individual resident in Belgium will be subject to the provisions of the Savings Directive, if he receives interest payments from a paying agent (within the meaning of the Savings Directive) established in another EU Member State, Switzerland, Liechtenstein, Andorra, Monaco, San Marino, the Netherlands Antilles, Aruba, Guernsey, Jersey, the Isle of Man, Montserrat, the British Virgin Islands, Anguilla, the Cayman Islands or the Turks and Caicos Islands. If the interest received by an individual resident in Belgium has been subject to a Source Tax, such Source Tax does not liberate the Belgian individual from declaring the interest income in the personal income tax declaration. The Source Tax will be credited against the personal income tax. If the Source Tax withheld exceeds the personal income tax due, the excessive amount will be reimbursed, provided it reaches a minimum of Euro 2.5.

EU Savings Directive 2003/48/EC Under the Savings Directive on the taxation of savings income, Member States are required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a paying agent located within its jurisdiction to, or for the benefit of, an individual resident or certain entities called ‘‘residual entities’’ established in that other Member State. However, for a transitional period, Belgium, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-EU countries and territories including Switzerland have adopted similar measures (a withholding system in the case of Switzerland). On 15 September 2008, the European Commission issued a report to the Council of the European Union on the operation of the Savings Directive, which included the Commission’s advice on the need for changes to the Savings Directive. On 13 November 2008, the European Commission published a more detailed proposal for amendments to the Savings Directive, which included a number of

233 suggested changes. If any of those proposed changes are implemented in relation to the Savings Directive, they may amend or broaden the scope of the requirements described above.

UK Taxation Withholding tax on payments by a Guarantor If Nimbuspath is required to make a payment as a guarantor (to the extent that payment has a ‘‘United Kingdom source’’ for United Kingdom tax purposes) the payment may be subject to United Kingdom withholding tax at a rate of 20 per cent., subject to the availability of other reliefs or any relief as may be available under any applicable double tax treaty. Such payments may not fall within the quoted Eurobond exception for payments of interest on securities which carry a right to interest and are ‘‘listed on a recognised stock exchange’’ within the meaning of section 1005 Income Tax Act 2007.

Jersey Taxation The following summary of the anticipated tax treatment in Jersey of any payments to be made by Sun Interbrew under its Guarantee in respect of the Notes is based on Jersey taxation law as it is understood to apply at the date of this Base Prospectus. It does not constitute legal or tax advice. Noteholders should consult their professional advisers on the implications of receiving a payment from Sun Interbrew under its Guarantee of the Notes under the laws of the jurisdictions in which they may be liable to taxation. Noteholders should be aware that tax laws, rules and practice and their interpretation may change.

Withholding of tax Sun Interbrew will be entitled to make any payment that it may be required to make under its Guarantee in respect of the Notes without any deduction or withholding for, or on account of, Jersey income tax.

Goods and Services Tax Sun Interbrew is an ‘‘international services entity’’ for the purposes of the Goods and Services Tax (Jersey) Law 2007. While Sun Interbrew Limited remains an ‘‘international services entity’’, it is not required to charge goods and services tax in respect of any supply made by it.

Jersey and the European Union Directive on the Taxation of Savings Income As part of an agreement reached in connection with the European Union directive on the taxation of savings income in the form of interest payments, and in line with steps taken by other relevant third countries, Jersey introduced with effect from 1 July 2005 a retention tax system in respect of payments of interest, or other similar income, made to an individual beneficial owner resident in an EU Member State by a paying agent established in Jersey. The retention tax system applies for a transitional period prior to the implementation of a system of automatic communication to EU Member States of information regarding such payments. During this transitional period, such an individual beneficial owner resident in an EU Member State will be entitled to request a paying agent not to retain tax from such payments but instead to apply a system by which the details of such payments are communicated to the tax authorities of the EU Member State in which the beneficial owner is resident. The retention tax system in Jersey is implemented by means of bilateral agreements with each of the EU Member States, the Taxation (Agreements with European Union Member States) (Jersey) Regulations 2005 and Guidance Notes issued by the Policy & Resources Committee of the States of Jersey. Based on these provisions and Sun Interbrew’s understanding of the current practice of the Jersey tax authorities (and subject to the transitional arrangements described above), Sun Interbrew would not be obliged to levy retention tax in Jersey under these provisions in respect of interest payments made by it to a paying agent established outside Jersey.

Dutch Taxation This taxation paragraph solely addresses the Dutch withholding tax consequences of the payments under Notes. It does not consider other aspects of taxation that may be relevant to a particular holder of Notes. Where in this paragraph English terms and expressions are used to refer to Dutch concepts,

234 the meaning to be attributed to such terms and expressions shall be the meaning to be attributed to the equivalent Dutch concepts under Dutch tax law. This paragraph is based on the tax law of The Netherlands (unpublished case law not included) as it stands on the date of this Base Prospectus. The law upon which this paragraph is based is subject to change, possibly with retroactive effect. Any such change may invalidate the contents of this paragraph, which will not be updated to reflect such change.

Withholding tax All payments under the Notes may be made free of withholding or deduction of or for any taxes of whatever nature imposed, levied withheld or assessed by The Netherlands or any political subdivision or taxing authority thereof or therein except where Notes are issued under such terms and conditions that such Notes are capable of being classified as equity of the relevant Issuer within the meaning of article 10, paragraph 1, letter d of the Dutch Corporation Tax Act 1969 (Wet op de vennootschapsbelasting 1969) and where such Notes are issued that are redeemable in exchange for, convertible into or linked to shares or other equity instruments issued or to be issued by the relevant Issuer or by any entity related to the relevant Issuer.

United States Taxation TO ENSURE COMPLIANCE WITH UNITED STATES TREASURY DEPARTMENT CIRCULAR 230, INVESTORS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF UNITED STATES FEDERAL TAX ISSUES IN THIS BASE PROSPECTUS (INCLUDING ANY ATTACHMENTS) IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY INVESTORS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON INVESTORS UNDER THE UNITED STATES INTERNAL REVENUE CODE OF 1986; (B) SUCH DISCUSSION HAS BEEN WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) INVESTORS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. The following discussion is a general summary of the United States federal income tax withholding tax consequences of the ownership of the Notes. This summary is based on the Internal Revenue Code of 1986, Treasury regulations promulgated thereunder, rulings, judicial decisions and administrative pronouncements, all as in effect on the date hereof, and all of which are subject to change or changes in interpretation, possibly with retroactive effect. This summary does not address all aspects of United States federal income taxation that may apply to holders. Holders should consult their tax advisors regarding the specific United States federal, state and local tax consequences of purchasing, owning and disposing of Notes in light of their particular circumstances as well as any consequences arising under the laws of any other relevant taxing jurisdiction.

Withholding Tax If Anheuser-Busch or InBev Worldwide is required to make payment as a Guarantor on the Notes, there generally should be no United States withholding tax in respect of such payment because no Obligor on the Notes is treated as a United States person for United States tax purposes.

French Taxation If InBev France is required to make a payment as Guarantor (to the extent that payment has a French source) the payment may be subject to French withholding tax at a rate which would depend on the characterisation of the payment for tax purposes. In the absence of provision in the French tax code, statement of practice published by the French tax authorities or judicial precedent addressing specifically the French tax treatment applicable to payments made under a guarantee agreement, there is an uncertainty as to whether the payments made by InBev France under the Guarantee of the Notes could be subject to withholding tax in France. Such payments could possibly be regarded by the French tax authorities (i) as a payment in lieu of payments to be made on the Notes by the relevant Issuer and, accordingly, the payments to be made by InBev France under the Guarantee should be exempt from withholding tax in France to the extent that they would be exempt from such tax if paid by the Issuer itself or (ii) as a payment independent from the payments to be made under the Notes; accordingly, and in the absence of any specific provision to the contrary in the French tax code, such payments should be exempt from withholding tax in France.

235 SUBSCRIPTION AND SALE The Dealers have, in a programme agreement (the ‘‘Programme Agreement’’) dated 16 January 2009, agreed with the Obligors a basis upon which they or any of them may from time to time agree to purchase Notes. Any such agreement will extend to those matters stated under ‘‘Form of the Notes’’ and ‘‘Terms and Conditions of the Notes’’. In the Programme Agreement, the Issuers (failing which, the Guarantors) have agreed to reimburse the Dealers for certain of their expenses in connection with the establishment and any future update of the Programme and the issue of Notes under the Programme and to indemnify the Dealers against certain liabilities incurred by them in connection therewith.

United States The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act. The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986 and regulations thereunder. Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it will not offer, sell or deliver Notes (a) as part of their distribution at any time or (b) otherwise until 40 days after the completion of the distribution, as determined and certified by the relevant Dealer or, in the case of an issue of Notes on a syndicated basis, the relevant lead manager, of all Notes of the Tranche of which such Notes are a part, within the United States or to, or for the account or benefit of, U.S. persons. Each Dealer has further agreed, and each further Dealer appointed under the Programme will be required to agree, that it will send to each dealer to which it sells any Notes during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act. Until 40 days after the commencement of the offering of any Series of Notes, an offer or sale of such Notes within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with an available exemption from registration under the Securities Act. Each issuance of Index Linked Notes or Dual Currency Notes shall be subject to such additional U.S. selling restrictions as the relevant Issuer and the relevant Dealer may agree as a term of the issuance and purchase of such Notes, which additional selling restrictions shall be set out in the applicable Final Terms.

Public Offer Selling Restriction under the Prospectus Directive In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a ‘‘Relevant Member State’’), each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the ‘‘Relevant Implementation Date’’) it has not made and will not make an offer of Notes which are the subject of the offering contemplated by this Base Prospectus as completed by the final terms in relation thereto to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Notes to the public in that Relevant Member State: (a) if the final terms in relation to the Notes specify that an offer of those Notes may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State (a ‘‘Non-exempt Offer’’), following the date of publication of a prospectus in relation to such Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, provided that any such prospectus has subsequently been completed by the final terms contemplating such Non-exempt Offer, in

236 accordance with the Prospectus Directive, in the period beginning and ending on the dates specified in such prospectus or final terms, as applicable; (b) at any time to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; (c) at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than A43,000,000; and (3) an annual net turnover of more than A50,000,000, as shown in its last annual or consolidated accounts; (d) at any time to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the relevant Dealer nominated by the relevant Issuer for any such offer; or (e) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Notes referred to in (b) to (e) above shall require the relevant Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an ‘‘offer of Notes to the public’’ in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression ‘‘Prospectus Directive’’ means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

United Kingdom Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that: (a) in relation to any Notes which have a maturity of less than one year, (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (ii) it has not offered or sold and will not offer or sell any Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Notes would otherwise constitute a contravention of Section 19 of the FSMA by the relevant Issuer; (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the relevant Issuer or the Guarantors; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.

The Grand Duchy of Luxembourg In relation to the Grand Duchy of Luxembourg (‘‘Luxembourg’’), which has implemented the Prospectus Directive by the Luxembourg act dated 10 July 2005 relating to prospectuses for securities (the ‘‘Prospectus Law 2005’’), each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not made and will not make an offer of Notes which are the subject of the offering contemplated by the Base Prospectus

237 as completed by the Final Terms to the public in Luxembourg, except that it may make an offer of such Notes to the public in Luxembourg: (a) if the Final Terms in relation to the Notes specify that an offer of those Notes may be made other than pursuant to article 5.2 of the Prospectus Law 2005 in Luxembourg (a ‘‘Non-exempt Offer’’), following the date of publication of the Base Prospectus in relation to such Notes which has been approved by the Commission de surveillance du secteur financier (the ‘‘CSSF’’), as competent authority in Luxembourg or, where appropriate, approved in another Member State of the European Economic Area which has implemented the Prospectus Directive and notified to the CSSF, provided that the Base Prospectus has subsequently been completed by the Final Terms contemplating the Non-exempt Offer, in accordance with the Prospectus Law 2005, in the period beginning and ending on the dates specified in the Base Prospectus or the Final Terms, as applicable; (b) at any time, to legal entities which are authorised or regulated to operate in the financial markets (including credit institutions, investment firms, other authorised or regulated financial institutions, undertakings for collective investment and their management companies, pension and retirement funds and their management companies, insurance undertakings and commodity dealers as well as entities not so authorised or regulated whose corporate purpose is solely to invest in securities); (c) at any time, to national and regional governments, central banks, international and supranational institutions (such as the International Monetary Fund, the European Central Bank, the European Investment Bank and other similar international organisations); (d) at any time, to any legal entities which have two or more of (i) an average number of employees during the financial year of at least 250, (ii) a total balance sheet of more than A43,000,000 and (iii) an annual net turnover of more than A50,000,000, as shown in their last annual or consolidated accounts; (e) at any time, to certain natural persons or small and medium-sized enterprises (as defined in the Prospectus Law 2005) recorded in the register of natural persons or small and medium sized enterprises considered as qualified investors (as defined in the Prospectus Law) as held by the CSSF; (f) at any time, to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Law 2005) subject to obtaining the prior consent of the relevant Dealer nominated by the relevant Issuer for any such offer; or (g) at any time, in any other circumstances falling within article 5.2 of the Prospectus Law 2005, provided that no such offer of Notes referred to in (b) to (g) above shall require the relevant Issuer or any Dealer to publish a prospectus pursuant to article 5 of the Prospectus Law 2005 or to supplement a prospectus pursuant to article 13 of the Prospectus Law 2005. For the purposes of this provision, the expression an ‘‘offer of Notes to the public’’ in relation to any Notes in Luxembourg means the communication in any form by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe to these Notes.

Belgium Unless the Base Prospectus, as approved by the UK Listing Authority, is passported into Belgium in accordance with the Belgian Law of 16 June 2006 on public offerings of investment instruments and the admission of investment instruments to trading on a regulated market (the ‘‘Law’’) and the Notes may be offered publicly in Belgium (the ‘‘Public Offer’’), the offering will be exclusively conducted under applicable private placement exemptions and the restrictions described below will apply. Absent a Public Offer, neither the Base Prospectus nor any other offering material related to the Notes will have been or will be notified to, and neither the Base Prospectus nor any other offering material relating to the Notes will have been or will be approved or reviewed by, the CBFA. The CBFA has not commented as to the accuracy or adequacy of any such material or recommended the purchase of the Notes, nor will the CBFA so comment or recommend. Any representation to the contrary is unlawful.

238 Absent a Public Offer, each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it will not: (a) offer to sell, resell, transfer or deliver, or take any steps thereto, directly or indirectly, any Notes, and distribute, directly or indirectly, this Base Prospectus or any other material relating to the Notes to any persons in Belgium other than to (i) qualified investors as defined in article 10 of the Law and any implementing royal decree or (ii) investors other than qualified investors in circumstances which would not require the publication by the relevant Issuer of a prospectus, information circular, brochure or similar document pursuant to article 3 of the Law; nor (b) sell, resell, transfer or deliver, or take any steps thereto, directly or indirectly, any Notes, to any person qualifying as a consumer within the meaning of Article 1.7 of the Belgian law of 14 July 1991 on consumer protection and trade practices, unless such sale is made in compliance with this law and its implementing regulation. The Base Prospectus and any other offering material relating to the Notes that you may receive is intended for your confidential use only, and may not be reproduced or used for any other purpose. Any action contrary to these restrictions may cause you and the Issuers to be in violation of applicable Belgian securities laws.

Japan The Notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No.25 of 1948, as amended; the ‘‘FIEL’’) and each Dealer has agreed, and each further Dealer appointed under the Programme will be required to agree, that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEL and any other applicable laws, regulations and ministerial guidelines of Japan.

General Each Dealer has agreed and each further Dealer appointed under the Programme will be required to agree that it will (to the best of its knowledge and belief) comply with all applicable securities laws and regulations in force in any jurisdiction in which it purchases, offers, sells or delivers Notes or possesses or distributes this Base Prospectus and will obtain any consent, approval or permission required by it for the purchase, offer, sale or delivery by it of Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers, sales or deliveries and none of the Issuers, the Guarantors or any other Dealer shall have any responsibility therefor. None of the Issuers, the Guarantors or any of the Dealers represents that Notes may at any time lawfully be sold in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility for facilitating such sale. With regard to each Tranche, the relevant Dealer will be required to comply with any additional restrictions agreed between the relevant Issuer and the relevant Dealer and set out in the applicable Final Terms.

239 GENERAL INFORMATION Authorisation The establishment of the Programme and the issue of Notes have been duly authorised by a resolution of the Board of Directors of Brandbrew dated 16 December 2008 and a resolution of the Board of Directors of Anheuser-Busch InBev dated 7 January 2009, and the giving of the Guarantees have been duly authorised by a resolution of the Board of Directors of Ambrew dated 16 December 2008, a resolution of the Board of Directors of Anheuser-Busch dated 16 December 2008, a resolution of the Board of Directors of Anheuser-Busch InBev dated 7 January 2009, a resolution of the Sole Manager of InBev Worldwide dated 11 December 2008, a resolution of the Board of Directors of Brandbrew dated 16 December 2008, a resolution of the Board of Directors of Cobrew dated 18 December 2008, a resolution of the Board of Directors of InBev Belgium dated 18 December 2008, a resolution of the Board of Directors of InBev France dated 17 December 2008, a resolution of the Board of Directors of Interbrew Holding dated 19 December 2008, a resolution of the Board of Directors of InBev Nederland dated 14 January 2009 and a resolution of the Supervisory Board of InBev Nederland dated 14 January 2009, a resolution of the Board of Directors of Interbrew International dated 23 December 2008, a resolution of the Board of Directors of Nimbuspath dated 17 December 2008 and a resolution of the Board of Directors of Sun Interbrew dated 18 December 2008.

Approval, listing and admission to trading of Notes Application has been made to the UK Listing Authority to approve this document as a base prospectus and to be listed on the Official List of the UK Listing Authority. Application has also been made to the London Stock Exchange for Notes issued under the Programme to be admitted to trading on the Market.

Documents available For the period of 12 months following the date of this Base Prospectus, copies of the following documents will, when published, be available for inspection from the registered offices of the Issuers and from the specified offices of the Paying Agents for the time being in Luxembourg, The Netherlands and Germany and the Domiciliary Agent: (a) the constitutional documents of each Obligor; (b) the Programme Agreement, the Agency Agreement, the Domiciliary Agency Agreement, the Guarantees, the Deed of Covenant and the forms of the Global Notes, the Notes in definitive form, the Receipts, the Coupons and the Talons; (c) a copy of this Base Prospectus; (d) a copy of the Rights Offering Prospectus; and (e) any future offering circulars, prospectuses, information memoranda and supplements including Final Terms (save that a Final Terms relating to a Note which is neither admitted to trading on a regulated market in the European Economic Area nor offered in the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Directive will only be available for inspection by a holder of such Note and such holder must produce evidence satisfactory to the relevant Paying Agent (in the case of Notes issued by an Issuer other than Anheuser-Busch InBev) or the Domiciliary Agent (in the case of Notes issued by Anheuser-Busch InBev) as to its holding of Notes and identity) to this Base Prospectus and any other documents incorporated herein or therein by reference. In addition, copies of this Base Prospectus, each Final Terms relating to Notes that are listed on the Official List and admitted to trading on the Market and each document incorporated by reference will be published on the Regulatory News Service operated by the London Stock Exchange’s website (at www.londonstockexchange.com/en-gb/pricesnews/marketnews).

Clearing Systems The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg (in the case of Notes issued by an Issuer other than Anheuser-Busch InBev) or the X/N Clearing System

240 (in the case of Notes issued by Anheuser-Busch InBev). Euroclear, Clearstream, Luxembourg and the X/N Clearing System, as applicable, are the entities in charge of keeping the records. The appropriate Common Code and ISIN for each Tranche of Notes allocated by Euroclear and Clearstream, Luxembourg or, in the case of Notes cleared through the X/N Clearing System, the appropriate identification number, will be specified in the applicable Final Terms. If the Notes are to clear through an additional or alternative clearing system the appropriate information will be specified in the applicable Final Terms. The address of Euroclear is Euroclear Bank S.A./N.V., 1 Boulevard du Roi Albert II, B-1210 Brussels and the address of Clearstream, Luxembourg is Clearstream Banking, 42 Avenue JF Kennedy, L-1855 Luxembourg. The address of the X/N Clearing System is S.A. Banque Nationale de Belgique, boulevard de Berlaimont 14, B-1000 Bruxelles, Belgium.

Conditions for determining price The price and amount of Notes to be issued under the Programme will be determined by the relevant Issuer and each relevant Dealer at the time of issue in accordance with prevailing market conditions.

Significant or Material Change Save for gains that have arisen in relation to derivative contracts entered into for the purposes of the Acquisition as referred to in ‘‘Description of InBev – Operating and Financial Review of InBev – Funding Sources’’ on page 154 in respect of Anheuser-Busch InBev, there has been no significant change in the financial or trading position of Anheuser-Busch InBev, Anheuser-Busch or of the Anheuser-Busch InBev Group since 30 September 2008 and there has been no material adverse change in the prospects of Anheuser-Busch InBev, Anheuser-Busch or of the Anheuser-Busch InBev Group since 31 December 2007.

Litigation Save as disclosed in ‘‘Description of InBev – Legal and arbitration proceedings – AmBev and its Subsidiaries’’ on pages 175 to 182 and section IV ‘‘Legal Proceedings’’ of Annex A of this Base Prospectus, the Obligors have not been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Obligors are aware) in the 12 months preceding the date of this Base Prospectus which may have or have in such period had a significant effect on the financial position or profitability of the Obligors or the InBev Group as a whole.

Auditors The auditors of Brandbrew are KPMG Audit S.a` r.l., (member of the Institut des R´eviseurs d’Entreprises), who have audited Brandbrew’s accounts, without qualification, in accordance with the generally accepted accounting principles and regulations in force in the Grand Duchy of Luxembourg for each of the two financial years ended on 31 December 2007. The auditors of Brandbrew have no material interest in Brandbrew. The auditors of Anheuser-Busch InBev are Klynveld Peat Marwick Goerdeler (KPMG) Reviseurs´ d’Entreprises SCCRL/Bedrijfsrevisoren BCVBA (member of the Institut des R´eviseurs d’Entreprises/ Instituut der Bedrijfsrevisoren), who have audited InBev’s accounts, without qualification, in accordance with IFRS for each of the two financial years ended on 31 December 2007. The auditors of Anheuser- Busch InBev have no material interest in Anheuser-Busch InBev. Pricewaterhouse Coopers LLP, the auditors of Anheuser-Busch for each of the two financial years ended on 31 December 2007 and 2006, audited Anheuser-Busch’s accounts without qualification in accordance with the generally accepted accounting principles and regulations in force in the U.S. They are members of the American Institute of Certified Public Accountants and regulated by the Public Company Accounting Oversight Board. Following the Acquisition, Anheuser-Busch’s financial results will be audited as part of the overall consolidated Anheuser-Busch InBev audit. No auditors have been appointed by InBev Worldwide as at the date of this Base Prospectus. The first accounting year for InBev Worldwide started on 8 July 2008 and terminated on 31 December 2008.

241 Therefore, no financial statements have been drawn up by InBev Worldwide as at the date of this Base Prospectus.

Dealers transacting with the Obligors Certain of the Dealers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform services to the Obligors and their affiliates in the ordinary course of business.

242 ANNEX A – INFORMATION REGARDING ANHEUSER-BUSCH COMPANIES, INC. This Annex A contains information regarding Anheuser-Busch Companies, Inc. (‘‘Anheuser-Busch’’) consisting, save as otherwise noted below, of extracts from the Anheuser-Busch annual report on Form 10-K for the year ended 31 December 2007 filed with the U.S. Securities and Exchange Commission (the ‘‘SEC’’) on 29 February 2008 (‘‘Form 10-K’’), the Anheuser-Busch quarterly report on Form 10-Q for the period ended 30 June 2008 filed with the SEC on 25 July 2008 and the Anheuser-Busch quarterly report on Form 10-Q for the period ended 30 September 2008 filed with the SEC on 6 November 2008 (together, the ‘‘Forms 10-Q’’) as indicated below. All such information extracted from the Form 10-K and Forms 10-Q has been filed with or furnished to the SEC and is available on the SEC website at www.sec.gov. The Anheuser-Busch annual report for 2007 is also available on the Anheuser-Busch website at www.anheuserbusch.com. Information set forth on the Anheuser-Busch website or the SEC website is not considered to be part of this Base Prospectus and is not incorporated by reference herein. Prior to the closing of the Merger, Anheuser-Busch prepared its consolidated financial statements in accordance with generally accepted accounting principles in the United States (‘‘U.S. GAAP’’), which differ in certain respects from IFRS. Accordingly, the financial information of Anheuser-Busch presented in this Annex A is not directly comparable to the financial information of InBev presented in the Base Prospectus, since, among other things, InBev prepares its financial information in accordance with IFRS. As Anheuser- Busch uses the U.S. dollar as its reporting currency, amounts given as Anheuser-Busch financial information are set forth in U.S. dollars unless otherwise indicated. You should note that, shortly following the Acquisition, Anheuser-Busch InBev may dispose of certain of its assets or businesses, and expects to utilise the proceeds from any such disposals to repay indebtedness incurred to finance the Acquisition, and accordingly the Anheuser-Busch information presented in this Annex A and in the Summary of the Programme of this Base Prospectus, and the historical volume information of Anheuser-Busch in this Base Prospectus, may not reflect the scope of the Anheuser-Busch business as it will be conducted in the future. You should read the Anheuser-Busch information in this Annex A and in the Summary section of this Base Prospectus and the historical volume information of Anheuser-Busch in this Base Prospectus together with the other information in this Base Prospectus, in particular the information with respect to the Acquisition. The extracts from the Form 10-K and the Forms 10-Q have been reproduced by InBev as filed by Anheuser-Busch with the SEC, except that (i) certain defined terms have been modified to maintain consistency with this Base Prospectus, (ii) cross references, including to information contained in the consolidated financial statements of Anheuser-Busch, have been modified by InBev to reflect the manner in which the information is set forth in this Annex A and (iii) the selected historical financial information in section I ‘‘Selected Financial Information of Anheuser-Busch’’ of this Annex A has been extracted by InBev from the consolidated financial statements of Anheuser-Busch included elsewhere in this Annex A. Although InBev has no knowledge that would indicate that any statements contained in this Annex A are inaccurate, incomplete or untrue, InBev was not involved in the preparation of the Form 10-K and the Forms 10-Q and, therefore, cannot verify the accuracy or completeness of the information obtained from such reports or any failure by Anheuser-Busch to disclose events that may have occurred, but that are unknown to InBev, that may affect the significance or accuracy of the information contained in such reports. However, InBev is not aware, as far as it has been able to ascertain from information published by Anheuser-Busch in such reports, that any facts have been omitted which would render the reproduced information inaccurate or misleading. The full Form 10-K and Forms 10-Q as filed with the SEC are not to be considered part of this Base Prospectus and are not incorporated by reference herein. However, the extracts of the Form 10-K and the Forms 10-Q that are included in this Annex A are part of this Base Prospectus. In addition to the foregoing, section V ‘‘Anheuser-Busch Additional Information’’ of this Annex A includes information extracted by InBev from information set forth under the heading ‘‘Contract Negotiations with Employee Unions’’ in the joint press release by Anheuser-Busch and the International Brotherhood of Teamsters, dated 3 October 2008 and the press release by Anheuser-Busch dated 6 November 2008, each available on the Anheuser-Busch website at www.anheuserbusch.com, and all such sources and extracts from such sources are subject to the same limitations and qualifications expressed in the paragraphs above with respect to the Form 10-K and the Forms 10-Q and the extracts therefrom. InBev has not independently verified certain adjustments and assumptions with respect to Anheuser- Busch’s financial information.

243 Anheuser-Busch’s audited consolidated financial statements included herein were audited by PricewaterhouseCoopers LLP. The Anheuser-Busch information herein is as of such earlier date as specified in such information, speaks only as of such date, and is subject to update, completion or amendment without notice. Some figures in this Annex A may not sum due to rounding. Some percentages in this Annex A have been calculated using unrounded figures. For the purposes of this Annex A only, the terms ‘‘the company’’, ‘‘we’’, ‘‘us’’ and ‘‘our’’ refer to Anheuser-Busch and its consolidated subsidiaries.

I Selected Financial Information of Anheuser-Busch The selected historical financial information presented below as of 31 December 2007 and 2006 and for the years ended 31 December 2007 and 2006 has been extracted by InBev from Anheuser- Busch’s audited consolidated financial statements, which were prepared in accordance with accounting principles generally accepted in the United States of America. The selected historical financial information presented below as of 30 September 2008 and for the nine-month periods ended 30 September 2008 and 2007 has been extracted by InBev from Anheuser-Busch’s unaudited consolidated interim financial statements, which were prepared in accordance with accounting principles generally accepted in the United States of America. This selected historical financial information presented in the tables below should be read in conjunction with, and is qualified in its entirety by reference to, Anheuser-Busch’s audited consolidated financial statements and the accompanying notes and Anheuser-Busch’s unaudited consolidated interim financial statements and the accompanying notes that, in each case, have been included elsewhere in this Annex A.

Consolidated Statement of Income Information (Audited)

Year ended 31 December 2007 2006 (in $ millions, except per share (in $)) Net sales ...... 16,685.7 15,717.1 Cost of sales ...... (10,836.1) (10,165.0) Gross profit ...... 5,849.6 5,552.1 Marketing, distribution and administrative expenses ...... (2,982.1) (2,832.5) Operating income ...... 2,894.0 2,719.6 Income before income taxes ...... 2,422.7 2,276.9 Net income ...... 2,115.3 1,965.2 Basic earnings per share ...... 2.83 2.55 Diluted earnings per share ...... 2.79 2.53

Consolidated Statement of Income Information (Unaudited)

Nine months ended 30 September 2008 2007 (in $ millions, except per share (in $)) Net sales ...... 13,737.2 12,991.5 Cost of sales ...... (8,643.5) (8,201.1) Gross profit ...... 5,093.7 4,790.4 Marketing, distribution and administrative expenses ...... (2,310.4) (2,199.3) Operating income ...... 2,632.4 2,617.6 Income before income taxes ...... 2,280.5 2,264.6 Net income ...... 1,866.2 1,901.2 Basic earnings per share ...... 2.60 2.53 Diluted earnings per share ...... 2.55 2.49

244 Consolidated Statement of Cash Flows Information (Audited)

Year ended 31 December 2007 2006 ($ in millions) Cash Flow from Operating Activities Cash provided by operating activities ...... 2,939.6 2,709.4 Cash Flow from Investing Activities Cash used for investing activities ...... (984.1) (913.5) Cash Flow from Financing Activities Cash used for financing activities ...... (1,891.5) (1,802.5)

Consolidated Statement of Cash Flows Information (Unaudited)

Nine months ended 30 September 2008 2007 ($ in millions) Cash Flow from Operating Activities Cash provided by operating activities ...... 2,842.8 2,452.5 Cash Flow from Investing Activities Cash used for investing activities ...... (613.2) (607.9) Cash Flow from Financing Activities Cash used for financing activities ...... (2,198.5) (1,762.3)

Consolidated Balance Sheet Information (Audited)

Year ended 31 December 2007 2006 (in $ millions, except per share (in $)) Assets Intangible assets, including goodwill of $1,134.6 and $1,077.8, respectively . . 1,547.9 1,367.2 Total Assets ...... 17,155.0 16,377.2 Liabilities and Shareholders Equity Retirement benefits ...... 1,002.5 1,191.5 Debt...... 9,140.3 7,653.5 Deferred income taxes ...... 1,314.6 1,194.5 Other long-term liabilities ...... 242.2 152.9 Total current liabilities ...... 2,303.8 2,246.1 Total Shareholders Equity ...... 3,151.6 3,938.7

Consolidated Balance Sheet Information (Unaudited)

30 September 31 December 2008 2007 (in $ millions, except per share (in $)) Assets Intangible assets, including goodwill of $1,198.4 and $1,134.6, respectively . . 1,644.7 1,547.9 Total Assets ...... 17,859.7 17,155.0 Liabilities and Shareholders Equity Total current liabilities ...... 3,031.1 2,303.8 Retirement benefits ...... 926.5 1,002.5 Debt...... 7,688.6 9,140.3 Deferred income taxes ...... 1,339.9 1,314.6 Other long-term liabilities ...... 254.3 242.2 Total Shareholders Equity ...... 4,619.3 3,151.6

245 II Business Anheuser-Busch Companies, Inc. (‘‘Anheuser-Busch’’) is a Delaware corporation that was organised in 1979 as the holding company of Anheuser-Busch, Incorporated (‘‘ABI’’), a Missouri corporation whose origins date back to 1875. The address of Anheuser-Busch’s principal place of business is 1 Busch Place, St. Louis, MO 63118, telephone number +1 214 577 2000. The purpose of Anheuser-Busch, under its Certificate of Incorporation, is to engage in any lawful act or activity for which corporations may be organised under the General Corporation Law of Delaware. In addition to ABI, which is the nation’s leading brewer of beer, Anheuser-Busch also has subsidiaries that conduct various other business operations. Anheuser-Busch’s operations are comprised of the following principal business segments: domestic beer, international beer, packaging, and entertainment. In 2007, domestic beer contributed 75 per cent. and 64 per cent., international beer contributed 7 per cent. and 26 per cent., packaging contributed 10 per cent. and 4 per cent., and entertainment contributed 8 per cent. and 6 per cent. to net sales and net income, respectively. For this calculation, net sales and expenses exclude corporate items as detailed in Anheuser-Busch’s business segments disclosure. Anheuser-Busch believes this measure is the most appropriate as it allows the business segments contributions to add to 100 per cent. Approximately 93 per cent. of Anheuser-Busch’s net sales and 74 per cent. of net income is generated in the United States. Financial information with respect to Anheuser-Busch’s business segments appears in Note 13, ‘‘Business Segments’’, of the Notes to the audited consolidated financial statements of Anheuser-Busch included in this Annex A, which Note hereby is incorporated by reference. U.S. beer volume was 104.4 million barrels in 2007 as compared with 102.3 million barrels in 2006. U.S. beer volume represents produced Anheuser-Busch brands, import brands and acquired brands shipped to U.S. wholesalers. Worldwide sales of Anheuser-Busch’s beer brands aggregated 128.4 million barrels in 2007 as compared with 125.0 million barrels in 2006. Worldwide beer volume is comprised of U.S. and international volume. International volume represents Anheuser-Busch brands produced overseas by Anheuser-Busch owned breweries and under licence and contract brewing agreements, plus exports from Anheuser-Busch’s U.S. breweries. Total brands volume includes worldwide Anheuser- Busch brand volume combined with Anheuser-Busch’s ownership percentage share of the volume of its equity partners. Total brands volume was 161.6 million barrels and 156.6 million barrels in 2007 and 2006, respectively.

U.S. Beer Anheuser-Busch’s principal product is beer, produced and distributed by its subsidiary, ABI, in a variety of containers primarily under the brand names described below. During 2007, ABI discontinued Anheuser-Busch Lager, Natty Up, BACARDI Silver, BACARDI Silver Big Apple, Peels Blueberry Pomegranate, Peels Spiced Apple, Peels Strawberry Passion Fruit, Peels Cranberry Peach, Peels Spiced Apple, Spykes Banana, Spykes Blue Raspberry, Spykes Grape, Spykes Hot Chocolate, Spykes Peach, Spykes Melon, Spykes Lime, and Spykes Mango.

Budweiser Family Budweiser, Bud Light, Budweiser Select, and Bud Ice are distributed and sold on a nationwide basis. Bud Ice Light and Bud Dry are sold in 44 states. Budweiser, Bud Light, Budweiser Select, and Bud Ice are sold in both draught and packaged form. Bud Ice Light and Bud Dry are sold in packaged form.

Michelob Family Michelob, Michelob Light, Michelob ULTRA, Michelob ULTRA Amber and Michelob Amber Bock are distributed and sold on a nationwide basis. Michelob ULTRA Lime Cactus, Michelob ULTRA Tuscan Orange Grapefruit, and Michelob ULTRA Pomegranate Raspberry (all introduced in 2007) are sold in 49 states. Additionally, Michelob Pale Ale and Michelob Porter are sold in 49 states. Michelob Marzen is sold in 46 states, Michelob Bavarian Style Wheat in 45 states, Michelob Honey Lager in 44 states, and Michelob Golden Draft and Michelob Golden Draft Light in eight states. Michelob, Michelob Light, Michelob ULTRA, Michelob ULTRA Amber, Michelob Golden Draft, Michelob Golden Draft Light and Michelob Amber Bock are sold in both draught and packaged form. Michelob ULTRA Lime Cactus, Michelob ULTRA Tuscan Orange Grapefruit, Michelob ULTRA

246 Pomegranate Raspberry, Michelob Honey Lager, Michelob Marzen, Michelob Porter and Michelob Bavarian Style Wheat are sold in packaged form. Michelob Pale Ale is sold in sampler packs only.

Busch Family Busch and Busch Light are sold in 49 states. Busch Ice is sold in 40 states. Busch and Busch Light are sold in both draught and packaged form. Busch Ice is sold only in packaged form.

Natural Family Natural Light and Natural Ice are sold on a nationwide basis in both draught and packaged form.

Specialty Beers Bud Extra (formerly known as BE) is sold in 49 states only in packaged form. Bare Knuckle Stout is sold on a nationwide basis in draught form. American Red is sold in 29 states only in draught form, under a variety of custom names. ZiegenBock is sold in one state in both draught and packaged form. Land Shark Lager is sold in 50 states only in packaged form. Redbridge is sold nationwide only in packaged form. Stone Mill Pale Ale is sold on a nationwide basis in both draught and packaged form. Chelada Bud (introduced in 2007) and Chelada Bud Light (introduced in 2007) are sold in 50 states. Chelada Bud and Chelada Bud Light are only sold in packaged form. In 2007, Anheuser-Busch began distributing Ray Hill American Pilsner (owned by Hill Brewing Co.) in six states in packaged form only. Rolling Rock and Rock Green Light are sold on a nationwide basis in both draught and packaged form. Anheuser-Busch periodically develops and sells holiday, seasonal, occasional and local beers.

Non-alcohol Brews O’Doul’s and O’Doul’s Amber are distributed and sold on a nationwide basis. Busch NA is sold in 47 states. O’Doul’s and O’Doul’s Amber are sold in both draught and packaged form. Busch NA is sold only in packaged form.

Malt Liquors King Cobra is sold in 45 states, Hurricane High Gravity in 49 states, Hurricane Malt Liquor in 33 states and Hurricane Ice in four states. King Cobra, Hurricane High Gravity, Hurricane Malt Liquor and Hurricane Ice are sold only in packaged form.

Specialty Malt Beverages BACARDI Silver Watermelon, BACARDI Silver Strawberry, BACARDI Silver Raz, BACARDI Silver Mojito (introduced in 2007), BACARDI Silver Mojito Pomegranate (introduced in 2007) and Tilt are distributed and sold on a nationwide basis. BACARDI Silver O3 and Tequiza are sold in 49 states. BACARDI Silver Peach is sold in 47 states. Tilt Green is sold in 42 states. Intensitea Lemon (introduced in 2007) is sold in 14 states, Intensitea Raspberry (introduced in 2007) in 13 states, and Intensitea Peach (introduced in 2007) in 11 states. Wild Blue is sold in three states. BACARDI Silver Raz and BACARDI Silver Mojito are sold in both draught and packaged form. BACARDI Silver O3, BACARDI Silver Watermelon, BACARDI Silver Strawberry, BACARDI Silver Peach, BACARDI Silver Mojito, BACARDI Silver Mojito Pomegranate, Tilt, Tilt Green, Tequiza,

247 Intensitea Lemon, Intensitea Raspberry, Intensitea Peach and Wild Blue are sold only in packaged form.

Alliance Partner Products Coastal Brands ABI owns a 49 per cent. equity interest in Maryland based Fordham Brewing Co. Through this alliance, ABI is the master distributor of Coastal Brewing Brands in four states.

Redhook Ale and Widmer Brothers In 2007, Seattle based Redhook Ale Brewery, Inc. and Portland based Widmer Brothers Brewing Company announced that they will merge to form Craft Brewers Alliance, Inc. The new company will maintain the brands of both companies. Anheuser-Busch owns a 33.1 per cent. equity interest in Seattle based Redhook Ale Brewery, Inc. Through this alliance, Redhook products are distributed exclusively by ABI wholesalers in 49 states. Anheuser-Busch owns a 39.6 per cent. interest in Portland based Widmer Brothers Brewing Company. Widmer products are distributed exclusively by ABI wholesalers in 49 states. Widmer has ownership interests in Hawaii based Kona Brewing Company and Illinois based Goose Island Brewing Company and their products Kona and Goose Island, respectively, are distributed exclusively by ABI wholesalers in 17 and 14 states, respectively. Anheuser-Busch will have a 36.4 per cent. interest in Craft Brewers Alliance, Inc.

Joint Venture Agreements Kirin Anheuser-Busch brews, markets and sells Kirin Ichiban and Kirin Light through a licence agreement with Kirin Brewing Company, Ltd. of Japan for sale in the United States. Kirin Ichiban is sold in 50 states and Kirin Light in 41 states. Kirin Ichiban is sold in both draught and packaged form. Kirin Light is sold only in packaged form.

Energy Drinks Anheuser-Busch has energy drinks, ‘‘180’’, ‘‘180 Orange’’, ‘‘180 Blue’’, ‘‘180 Red’’ (introduced in 2007), ‘‘180 Blue Low Calorie’’ (introduced in 2007) and ‘‘180 Orange Low Calorie’’ (introduced in 2007) in the energy drink category. 180, 180 Orange and 180 Blue are sold on a nationwide basis, 180 Red is sold in 49 states, and 180 Blue Low Calorie and 180 Orange Low Calorie in 40 states. All 180 brands are available in packaged form only with the exception of 180, which is in test in draught form. Anheuser-Busch distributes Hansen energy drinks, including Monster Energy, Lost Energy and Rumba (energy juice). In 2007, Anheuser-Busch signed an agreement to market and sell Monster Energy to on-premise retailers.

Other Anheuser-Busch’s subsidiary, Long Tail Libations Inc., currently has a liqueur product, Jekyll & Hyde, available in packaged form in 81 test markets in 17 states. Anheuser-Busch distributes Ku Soju (a Korean liquor manufactured by Ku Soju, Inc.) in packaged form in 39 test markets in two states. Anheuser-Busch began distributing Blue Coat Gin (owned by Philadelphia Distilling, LLC) in packaged form in two test markets in 2007. Anheuser-Busch began distributing Vermont Spirits Vodka (owned by Duncan Spirits, Inc.) in packaged form in nine test markets in 2007. Anheuser-Busch began distributing Margaritaville Tequilla (owned by Margaritaville Spirits) in packaged form in 11 test markets in three states in 2007. Anheuser-Busch distributes Icelandic Glacial Spring Water (owned by Icelandic Water Holdings) in packaged form in 20 states.

248 Anheuser-Busch began marketing and distributing Borba Skin Balance Waters (owned by Borba) in packaged form in four states in 2007.

Imports Anheuser-Busch, through an import alliance with Royal Grolsch N.V., imports certain of the Grolsch traditional European brands into the U.S. Grolsch Lager is sold in 49 states, Grolsch Amber in 45 states, Grolsch Light in 44 states and Grolsch Blonde in 43 states. Grolsch Lager is sold in both draught and packaged form. Grolsch Amber, Grolsch Light and Grolsch Blonde are sold only in packaged form. Anheuser-Busch imports Harbin Lager (manufactured by Anheuser-Busch in China) and Tiger Lager (flagship brand of Asia Pacific Breweries) into the U.S. Harbin Lager is sold in 48 states only in packaged form. Tiger Lager is sold in 49 states only in packaged form. In early 2007, Anheuser-Busch became the U.S. importer of Czechvar Premium Czech Lager brewed by Budejovicky Budvar (BBNP) in Ceskˇ e´ Budejovice,ˇ Czech Republic. Czechvar is sold in 40 states in draught and packaged form. In 2007, Anheuser-Busch became the exclusive U.S. importer of a number of the premium European brands of InBev N.V./S.A. (a Belgium brewery company), including Stella Artois, Beck’s, Bass Pale Ale, Hoegaarden, Leffe and other select InBev brands. Stella Artois, Beck’s and Bass Pale Ale are available nationwide in draught and packaged form. Hoegaarden is available in 49 states in draught and packaged form. Leffe Blonde is available in 40 states in draught and packaged form and Leffe Brown is available on draught in 32 states.

U.S. Beer Operations ABI has developed a system of 12 breweries, strategically located across the country, to economically serve its distribution system. (See section III ‘‘Properties’’ below.) Ongoing modernisation programmes at Anheuser-Busch’s breweries are part of ABI’s overall strategic initiatives. During 2007, other than the import brands, approximately 94 per cent. of the beer sold by ABI, measured in barrels, reached retail channels through more than 600 independent wholesalers. Anheuser-Busch has a formal, written distribution agreement (the ‘‘Equity Agreement’’) with each of these wholesalers. Each Equity Agreement generally specifies the territory in which the wholesaler is permitted to sell Anheuser-Busch’s products, the brands that the wholesaler is permitted to sell, performance standards applicable to the wholesaler, procedures to be followed by the wholesaler in connection with the sale of the distribution rights, and circumstances upon which the distribution rights may be terminated. By wholesaler use of controlled environment warehouses and stringent inventory monitoring policies, the quality and freshness of the product are protected, thus providing ABI a significant competitive advantage. ABI utilises its regional vice-presidents, sales directors, key account and regional sales managers, as well as certain other sales personnel, to provide strategic sales planning and merchandising assistance to its wholesalers. In addition, ABI provides national and local media advertising, point-of-sale advertising, and sales promotion programmes to promote its brands, and complements national brand strategies with geographic marketing teams focused on delivering relevant programming addressing local interests and opportunities. The remainder of ABI’s U.S. beer sales in 2007 were made through 13 branches that perform similar sales, merchandising, and delivery services as the independent wholesalers in their respective areas; these branches are owned and operated by Anheuser-Busch or direct or indirect subsidiaries of Anheuser-Busch. ABI’s peak selling periods are the second and third quarters. Anheuser-Busch’s import brands are distributed through a combination of Anheuser-Busch’s wholesalers as well as non-equity wholesalers under new or pre-existing arrangements in place at the time Anheuser-Busch began importing such brand. Another wholly owned subsidiary, Wholesaler Equity Development Corporation, shares equity positions with qualified partners in independent beer wholesalerships and is currently invested in five wholesalerships. There are more than 100 companies engaged in the highly competitive brewing industry in the United States. ABI’s beers are distributed and sold in competition with other nationally distributed beers, with locally and regionally distributed beers, and with other imported beers. Although the

249 methods of competition in the industry vary widely, in part due to differences in applicable state laws, the principal methods of competition are product quality, taste and freshness, packaging, price, advertising (including television, radio, sponsorships, billboards, stadium signs, and print media), point-of-sale materials, and service to retail customers. ABI’s beers compete in different price categories. Although all brands compete against the total market, Anheuser-Busch’s Budweiser family of beers along with Michelob Golden Draft and Michelob Golden Draft Light compete primarily with premium priced beers. Anheuser-Busch’s Busch and Natural family of beers compete with the value priced beers. Anheuser-Busch’s malt liquor products compete against other brands in the malt liquor segment. Michelob, Michelob Light, Michelob Amber Bock, Michelob Honey Lager, Michelob ULTRA, Michelob ULTRA Amber, Michelob Marzen, Michelob Pale Ale, Kirin Light, Kirin Ichiban, Tequiza, ZiegenBock Amber, the BACARDI Silver products, American Red, Bare Knuckle Stout, Bud Extra, Land Shark Lager, Redbridge, Stone Mill Pale Ale, and the Tilt, Rolling Rock, Wild Blue, Redhook and Widmer products as well as Anheuser-Busch’s beer import products compete primarily in the above premium priced beer segment of the malt beverage market. O’Doul’s and O’Doul’s Amber (premium priced) and Busch NA (value priced) compete in the non-alcohol malt beverage category. Since 1957, ABI has led the United States brewing industry in total sales volume. In 2007, its sales exceeded those of its nearest competitor by more than 60 million barrels. ABI’s U.S. market share for 2007 was approximately 48.5 per cent. Major competitors in the United States brewing industry during 2007 included SABMiller, Molson Coors Brewing Company, Grupo Modelo, S.A.B. de C.V., and Heineken. In addition to competing with the other brewers’ brands, Anheuser-Busch’s beer brands must also compete in the marketplace with other types of alcohol beverage choices available to consumers.

International Beer International beer volume was 24.0 million barrels in 2007, compared with 22.7 million barrels in 2006. Anheuser-Busch International, Inc. (‘‘ABII’’), a wholly owned subsidiary of Anheuser-Busch, oversees the marketing and sale of Budweiser and other brands outside the U.S., operates breweries in the United Kingdom (U.K.) and China, negotiates and administers licence and contract brewing agreements on behalf of ABI with various foreign brewers, and negotiates and manages equity investments in foreign brewing partners. Through Anheuser-Busch Europe Limited (‘‘ABEL’’), an indirect, wholly owned subsidiary of Anheuser-Busch, certain ABI beer brands are marketed, distributed, and sold in more than 30 countries. In the U.K., ABEL sells Budweiser, Bud Ice, Michelob, and Michelob ULTRA brands to selected on-premise accounts, brewers, wholesalers, and directly to off-premise accounts. Budweiser, Bud Ice, and Michelob ULTRA are brewed and packaged at the Stag Brewery near London, England which is owned by ABEL. Harbin 1900 and Estrella Damm are imported into the U.K. by ABEL. In China, Anheuser-Busch has a 97 per cent. equity interest in the Budweiser Wuhan International Brewing Company Limited (‘‘BWIB’’), a joint venture that owns and operates a brewery in Wuhan. Anheuser-Busch also owns 100 per cent. of Harbin Brewery Group Limited. Harbin Brewery Group has 13 breweries in northeast China. Harbin Brewery Group owns 100 per cent. of the entities operating 10 of the breweries and a majority interest in the remaining three breweries. Anheuser-Busch also operates two sales companies in China, the Budweiser (China) Sales Company, Ltd. and the Harbin Beer Sales Company, Ltd., both indirect wholly owned subsidiaries (the ‘‘China Sales Companies’’). BWIB, Harbin Brewing Group and the China Sales Companies are responsible for the production, marketing and distribution of Anheuser-Busch’s products in China. They currently sell Budweiser, Bud Ice, Bud Ultra, Bud Genuine Draft, Harbin Ice, Harbin 1900 and various other Harbin brands. During 2007 the Budweiser (China) Sales Company, Ltd. began importing Grupo Modelo’s Corona brand. During 2007 ABII announced plans to build a new brewery in Foshan in the Guangdong province with a scheduled completion date in late 2008. In Canada, Budweiser, Bud Light, Busch and Busch Light are brewed and sold through a licence agreement with Labatt Brewing Co. In Japan, Budweiser is brewed and sold through a licence agreement with Kirin Brewery Company, Limited. A licensing agreement allows Guinness Ireland Limited to brew and sell Budweiser in the Republic of Ireland and Northern Ireland and Bud Light in the Republic of Ireland. Budweiser is also brewed under licence and sold by brewers in Italy (Heineken

250 Italia SpA), Spain (Sociedad Anonima Damm), Korea (Oriental Brewery Co., Ltd.), Russia (Heineken) and Panama (Heineken). Anheuser-Busch owns a 7.9 per cent. stake in a subsidiary in Argentina of Compan˜´ıa Cervecer´ıas Unidas S.A. (‘‘CCU’’), the leading Chilean brewer, that brews and distributes Budweiser under licence in Argentina and distributes Budweiser in Chile and Uruguay. In Mexico, Budweiser, Bud Light, O’Doul’s and the 180 energy drink are imported and distributed by a wholly owned subsidiary of Grupo Modelo (Cervezas Internacionales). Anheuser-Busch also sells in over 60 other countries by exporting various brands including Budweiser and Bud Light from Anheuser-Busch breweries in the U.S., U.K. and China and from its licence partners’ breweries in Argentina, Italy and Spain. Anheuser-Busch has a strategic investment agreement with Tsingtao Brewery Company Limited, the second largest brewer in China, and producer of the Tsingtao brand. Anheuser-Busch has a 27 per cent. economic stake and a 20 per cent. voting stake in Tsingtao. In 2007 ABII and Crown Beers agreed to a 50/50 joint venture to brew, market and distribute Budweiser and other brands in India. The joint venture operates under the name Crown Beers India Ltd., and includes a new 500,000 hectolitre brewery in the southern city of Hyderabad. Anheuser-Busch owns a 35.12 per cent. direct interest in Grupo Modelo, S.A.B. de C.V., Mexico’s largest brewer, and a 23.25 per cent. direct interest in Diblo S.A. de C.V., Grupo Modelo’s operating subsidiary, providing Anheuser-Busch with, directly and indirectly, a 50.2 per cent. interest in Diblo. However, Anheuser-Busch does not have voting or other control of either Grupo Modelo or Diblo. Additional information is contained in Note 2, ‘‘International Equity Investments’’, of the Notes to the audited consolidated financial statements of Anheuser-Busch included in this Annex A, which Note is hereby incorporated by reference. Competition for international beer operations differs significantly depending upon the specific country involved. For 2007 no single foreign country accounted for more than 3.6 per cent. of consolidated revenues or 2.6 per cent. of consolidated income before income taxes. Anheuser-Busch’s primary foreign markets for beer sales are China, the U.K., Canada, Mexico and Ireland. In each international market, Anheuser-Busch competes against a mix of national, regional, local, and imported beer brands. In China, competition is primarily from numerous national and regional brands. There is no dominant competitor in China. In the U.K., the top four competitors – Scottish & Newcastle, Molson Coors Brewers, InBev UK and Carlsberg UK – have combined market share of nearly 76 per cent., with Scottish & Newcastle having a share of approximately 25 per cent. Anheuser-Busch’s share is 3 per cent. In Ireland, the market leader is Anheuser-Busch’s licence brewing partner, Guinness Ireland, with a market share of 58 per cent. including a share of 13 per cent. related to Anheuser- Busch’s products. In Canada, the top two competitors, of similar size, are the Molson Coors Brewing Company and Anheuser-Busch’s licence brewing partner, Labatt Brewing. Their combined market share is more than 82 per cent., including a share of 16 per cent. related to Anheuser-Busch’s products. Net income for the International Beer Segment also includes Anheuser-Busch’s ownership percentage of the net income of Grupo Modelo. Modelo’s principal competitor in Mexico is FEMSA S.A.B. de C.V., with the two companies having respective market shares of 56 per cent. and 44 per cent. Although Anheuser-Busch does not significantly compete in the Mexican beer market, a significant change in Modelo’s business could have a material effect on Anheuser-Busch’s reported net income and earnings per share.

Packaging Anheuser-Busch’s packaging operations are handled through the following wholly owned subsidiaries of Anheuser-Busch: Metal Container Corporation (‘‘MCC’’), which manufactures beverage cans at eight plants and beverage can lids at three plants for sale to ABI and U.S. soft drink customers (see section III ‘‘Properties’’ below); Anheuser-Busch Recycling Corporation, which buys and sells used aluminium beverage containers from its corporate office in Sunset Hills, Missouri and recycles aluminium and plastic containers at its plant in Hayward, California; Precision Printing and Packaging, Inc., which manufactures pressure sensitive, metalised, plastic and paper labels at its plant in Clarksville, Tennessee; and Eagle Packaging, Inc., which manufactures crown and closure liner materials for ABI at its plant in Bridgeton, Missouri.

251 Through a wholly owned limited partnership, Longhorn Glass Manufacturing, L.P., Anheuser- Busch owns and operates a glass manufacturing plant in Jacinto City, Texas, which manufactures glass bottles for Anheuser-Busch’s nearby Houston brewery. The packaging industry is highly competitive. MCC’s share of the U.S. aluminium beverage can market for 2007 was approximately 25 per cent. MCC’s competitors include Ball Corporation, Rexam Corporation, and Crown Holdings. In addition, the can industry faces competition from other beverage containers, such as glass and plastic bottles.

Family Entertainment Anheuser-Busch is active in the family entertainment industry, primarily through its wholly owned subsidiary, Busch Entertainment Corporation (‘‘BEC’’), which currently owns, directly and through subsidiaries, nine theme parks. A tenth park in Orlando (Aquatica) is scheduled to open in March 2008. BEC operates Busch Gardens theme parks in Tampa, Florida and Williamsburg, Virginia and SeaWorld theme parks in Orlando, Florida, San Antonio, Texas and San Diego, California. BEC operates water park attractions in Tampa, Florida (Adventure Island), Williamsburg, Virginia (Water Country, U.S.A.), and Langhorne, Pennsylvania (Sesame Place), as well as Discovery Cove in Orlando, Florida, a reservations-only attraction offering interaction with marine animals. Due to the seasonality of the theme park business, BEC experiences higher revenues and earnings in the second and third quarters than in the first and fourth quarters. Anheuser-Busch is the second largest theme park operator in the United States. It faces competition in the family entertainment industry from other theme and amusement parks, public zoos, public parks and other family entertainment events and attractions. Major competitors in the theme park industry during 2007 include Walt Disney Co., Six Flags Parks, Cedar Fair Parks, and Universal Studios Theme Parks. No reliable national market share information is available for the theme park industry.

Other Through its wholly owned subsidiary, Busch Properties, Inc. (‘‘BPI’’), Anheuser-Busch is engaged in the business of real estate development. BPI also owns and operates The Kingsmill Resort and Conference Center in Williamsburg, Virginia. Through its wholly owned subsidiary, Manufacturers Railway Co., Anheuser-Busch owns and operates a transportation service business.

Sources and Availability of Raw Materials Busch Agricultural Resources, L.L.C. (‘‘BARL’’), owned and operated by ABI, operates rice milling facilities in Jonesboro, Arkansas and Woodland, California; eight grain elevators in the western and midwestern United States; barley seed processing plants in Fairfield, Montana, Idaho Falls, Idaho, and Powell, Wyoming; and a barley research facility in Ft. Collins, Colorado. BARL also owns and operates malt plants in Manitowoc, Wisconsin, Moorhead, Minnesota, and Idaho Falls, Idaho. Through other entities owned by BARL, ABI operates land application farms in Jacksonville, Florida and Fort Collins, Colorado; hop farms in Bonners Ferry, Idaho and Huell, Germany; and a barley purchasing office in Winnipeg, Canada. The products manufactured by Anheuser-Busch require a large volume of various agricultural products, including hops, barley malt, rice and corn grits for beer, and rice and barley for the rice milling and malting operations of BARL. Anheuser-Busch fulfils its commodities requirements through purchases from various sources, including purchases from its subsidiaries, through contractual arrangements and on the open market. Anheuser-Busch believes that adequate supplies of the aforementioned agricultural products are available at the present time, but cannot predict future availability or market prices of such products and materials. The above referenced commodities have experienced and will continue to experience price fluctuations. The price and supply of raw materials will be determined by, among other factors, the level of crop production both in the U.S. and around the world, weather conditions, export demand, and government regulations and legislation affecting agriculture and trade.

252 Anheuser-Busch uses water in brewing its beer. Anheuser-Busch generally satisfies its requirements for water from municipal water systems and privately owned wells. Anheuser-Busch also requires aluminium cansheet for the manufacture of cans and lids. The cansheet market experiences price volatility due to the supply and demand balance for both aluminium ingot and sheet fabrication. Anheuser-Busch manages its aluminium supply and cost using various methods including long-term purchase contracts and hedging techniques. Anheuser-Busch believes that an adequate supply of aluminium is available at the present time, but cannot predict future availability or market prices.

Energy Matters Anheuser-Busch uses natural gas, fuel oil, and coal as its primary fuel materials. Anheuser-Busch believes that adequate supplies of fuel and electricity are available at the present time, but cannot predict future availability or market prices. Where economically feasible, Anheuser-Busch has alternate fuel capability which helps ensure continued operation of essential processes. The energy commodity markets have experienced and, Anheuser-Busch expects, will continue to experience significant price volatility. Anheuser-Busch manages its energy costs using various methods including supply contracts, hedging techniques, and fuel switching.

Brand Names and Trademarks Some of Anheuser-Busch’s major brand names used in its principal business segments are mentioned in the discussion above. Anheuser-Busch regards consumer recognition of and loyalty to all of its brand names and trademarks as extremely important to the long-term success of its principal business segments. Anheuser-Busch owns rights to its principal brand names and trademarks in perpetuity.

Research and Development Anheuser-Busch is involved in a number of research activities relating to the development of new products or services or the improvement of existing products or services. The dollar amounts expended by Anheuser-Busch during the past three years on such research activities and the number of employees engaged full time therein during such period, however, are not considered to be material in relation to the total business of Anheuser-Busch.

Environmental Protection All of Anheuser-Busch’s facilities are subject to federal, state, and local environmental protection laws and regulations, and Anheuser-Busch is operating within existing laws and regulations or is taking action aimed at assuring compliance therewith. Various proactive strategies are utilised to help assure this compliance. Compliance with such laws and regulations is not expected to materially affect Anheuser-Busch’s capital expenditures, earnings, or competitive position. Anheuser-Busch has devoted considerable effort to research, development, and engineering of innovative and cost effective systems to minimise effects on the environment from its operating facilities. These projects, coupled with Anheuser-Busch’s Environmental Management System and an overall Anheuser-Busch emphasis on pollution prevention and resource conservation initiatives, are improving efficiencies and creating saleable by-products from residuals. They have generally facilitated lower cost operating systems while reducing the impact to air, water, and land.

Environmental Packaging Laws and Regulations The states of California, Connecticut, Delaware, Hawaii, Iowa, Maine, Massachusetts, Michigan, New York, Oregon and Vermont have adopted certain restrictive packaging laws and regulations for beverages that require deposits on packages. ABI continues to do business in these states. While such laws have not had a significant effect on ABI’s market share, they have resulted in significantly higher beer prices over and above the cost of the deposit in those states that have adopted container deposit laws as well as had an adverse impact on beer industry growth in those states. Anheuser-Busch considers deposit laws to be inflationary, costly, and inefficient for recycling packaging materials. Congress and a number of additional states continue to consider similar legislation, the adoption of which would impose higher operating costs on Anheuser-Busch while depressing sales volume. Higher

253 operating costs result from the need to maintain separate inventories of packaging materials for deposit states and non-deposit states and from ensuing loss of packaging flexibility.

Number of Employees As of 31 December 2007, Anheuser-Busch had approximately 30,849 full-time employees worldwide. Within the United States approximately 8,072 employees were represented by the International Brotherhood of Teamsters (the ‘‘Teamsters’’). The labour agreement between ABI and the Teamsters, which represents the majority of the domestic brewery workers, expires 28 February 2014. Approximately 7,788 international employees of Anheuser-Busch are members of other worker organisations (the vast majority of which are not subject to collective bargaining agreements). Anheuser-Busch considers its employee relations to be good.

Board of Directors As at the date of this Base Prospectus, the Board of Directors of Anheuser-Busch comprises the following persons:

Principal activities performed by them outside Anheuser-Busch which are significant with respect to Name Principal function within Anheuser-Busch Anheuser-Busch David Peacock ...... President, Chief Executive Officer None Gary Rutledge ...... Vice President, General Counsel and Secretary None

The business address for all directors is 1 Busch Place, St. Louis, MO 63118. No conflicts of interests exist between any duties to the issuing entity of the persons referred to above and their private interests.

Share Capital Anheuser-Busch’s issued share capital at the date of this Base Prospectus is USD 1 represented by 100 ordinary shares of common stock par value USD 0.01 per share. Anheuser-Busch has no other classes of shares. The share capital is fully paid up in cash. Anheuser-Busch has no notes cum warrants, nor convertible notes outstanding. Anheuser-Busch is a wholly owned indirect subsidiary of Anheuser-Busch InBev.

Material Contracts Anheuser-Busch has not entered into any material contracts that are not entered into in the ordinary course of Anheuser-Busch’s business, which could result in any Anheuser-Busch InBev group member being under an obligation or entitlement that is material to Anheuser-Busch’s ability to meet its obligations under this Programme.

Available Information Anheuser-Busch maintains a website on the World Wide Web at www.anheuserbusch.com. Anheuser-Busch makes available, free of charge, on its website its annual reports on Forms 10-K, quarterly reports on Forms 10-Q, current reports on Forms 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC. Anheuser-Busch’s reports filed with, or furnished to, the SEC are also available on the SEC’s website at www.sec.gov.

III Properties ABI has 12 breweries in operation at the present time, located in St. Louis, Missouri; Newark, New Jersey; Los Angeles and Fairfield, California; Jacksonville, Florida; Houston, Texas; Columbus,

254 Ohio; Merrimack, New Hampshire; Williamsburg, Virginia; Baldwinsville, New York; Fort Collins, Colorado; and Cartersville, Georgia. Title to the Baldwinsville, New York brewery is held by the Onondaga County Industrial Development Agency (‘‘OCIDA’’) pursuant to a Sale and Agency Agreement with ABI, which enabled OCIDA to issue tax exempt pollution control and industrial development revenue notes and bonds to finance a portion of the cost to purchase and modify the brewery. The brewery is not pledged or mortgaged to secure any of the notes or bonds, and the Sale and Agency Agreement with OCIDA gives ABI the unconditional right to require at any time that title to the brewery be transferred to ABI. ABI’s breweries operated at approximately 93.7 per cent. of capacity in 2007; during portions of the peak selling periods (second and third quarters), the breweries operated at a rate closer to maximum capacity. Anheuser-Busch also owns a 97 per cent. equity interest in a joint venture that owns and operates a brewery in Wuhan, China and a 50 per cent. equity interest in a joint venture that owns and operates a brewery in Hyderabad, India. Anheuser-Busch also owns the Stag Brewery near London, England. With its acquisition of Harbin Brewery Group, Anheuser-Busch now has 13 breweries in northeast China. There are two breweries located in Harbin and one in each of Hailun, Yongji County (Jilin Province), Hegang, Changchun, Mudanjiang, Jiamusi, Daqing, Jinzhou, Tangshan, Shenyang, and Yanji. During 2007 Anheuser-Busch International, Inc. announced plans to build a new brewery in Foshan in the Guangdong province with a scheduled completion date in late 2008. ABI, through wholly owned entities, operates malt plants in Manitowoc, Wisconsin, Moorhead, Minnesota, and Idaho Falls, Idaho; rice mills in Jonesboro, Arkansas and Woodland, California; and hop farms in Bonners Ferry, Idaho and Huell, Germany. Anheuser-Busch, through wholly owned subsidiaries, operates can manufacturing plants in Jacksonville, Florida, Columbus, Ohio, Arnold, Missouri, Windsor, Colorado, Newburgh, New York, Ft. Atkinson, Wisconsin, Rome, Georgia, and Mira Loma, California; can lid manufacturing plants in Gainesville, Florida, Oklahoma City, Oklahoma and Riverside, California; a label plant in Clarksville, Tennessee; a crown and closure liner material plant in Bridgeton, Missouri; and an aluminium and plastic recycling plant in Hayward, California. Anheuser- Busch operates a glass manufacturing plant in Jacinto City, Texas. BEC operates its principal family entertainment facilities in Tampa, Florida; Williamsburg, Virginia; San Diego, California; Orlando, Florida; and San Antonio, Texas. The Tampa facility is 336 acres, the Williamsburg facility is 323 acres, the San Diego facility is 166 acres, the Orlando facility is 247 acres, and the San Antonio facility is 316 acres. Except for the Baldwinsville brewery, the can manufacturing plants in Newburgh, New York, the SeaWorld park in San Diego, California, the brewery in Wuhan, China, and certain of the breweries owned by Harbin Brewery Group, all of Anheuser-Busch’s principal properties are owned in fee. The lease for the land used by the SeaWorld park in San Diego, California expires in 2048. In 1995, the joint venture that operates the brewery in Wuhan was granted the right to use the property for a period of 50 years from the appropriate governmental authorities. Anheuser-Busch considers its buildings, improvements, and equipment to be well maintained and in good condition, irrespective of dates of initial construction, and adequate to meet the operating demands placed upon them. The production capacity of each of the manufacturing facilities is adequate for current needs and, except as described above, substantially all of each facility’s capacity is utilised.

IV Legal Proceedings On 19 September 2006, one of Anheuser-Busch’s cansheet suppliers, Novelis Corporation (‘‘Novelis’’), instituted a lawsuit seeking relief from continued performance of its obligations under its cansheet supply agreement with Anheuser-Busch. The action was filed in federal court in the Northern District of Ohio. Anheuser-Busch filed a motion for summary judgment, which was granted on 22 May 2008, resulting in a dismissal of all of Novelis’ claims. Novelis appealed the dismissal to the 6th Circuit Court of Appeals. Novelis dismissed its appeal on 21 August 2008. The litigation is now concluded.

InBev Related Suits As previously disclosed, a number of substantially similar putative shareholder class and derivative actions were filed against Anheuser-Busch and its directors in connection with the transaction with InBev N.V/S.A. All of the shareholder litigation regarding the pending merger with InBev has been settled, subject to approval of the Delaware Court of Chancery. A copy of the Notice in connection with the settlement, which provides details of the settlement terms and the hearing before the

255 Delaware Court of Chancery, will be available on Anheuser-Busch’s website at www.anheuserbusch.com.

Modelo Arbitration On 16 October 2008, Grupo Modelo, S.A.B. de C.V. (‘‘Grupo Modelo’’), Diblo S.A. de C.V. (‘‘Diblo’’) and the Grupo Modelo Series A shareholders (the ‘‘Series A Shareholders’’) filed an arbitration against Anheuser-Busch, Anheuser-Busch International, Inc. and Anheuser-Busch International Holdings, Inc. pursuant to the dispute resolution procedure set forth in the 1993 investment agreement among the parties (the ‘‘Investment Agreement’’). The arbitration will be conducted in New York City, New York in accordance with the terms of the Investment Agreement and under the arbitration rules of the United Nations Commission on International Trade Law (‘‘UNCITRAL’’). The notice of arbitration claims the transaction between Anheuser-Busch and InBev S.A./N.V. violates provisions of the Investment Agreement. It seeks pre-closing and post-closing remedies, including an order prohibiting the combined entity, Anheuser-Busch InBev, from exercising certain corporate governance rights under the Investment Agreement, from impairing the right of first refusal of the Series A shareholders under the Investment Agreement and from any other alleged breach resulting from closing the transaction with InBev or otherwise, as well as monetary damages. Grupo Modelo and Diblo allege that the transaction constituted a prohibited transfer of the Series B shares in Grupo Modelo and Diblo held by ABIH. The Series A shareholders allege that the merger transaction constituted a transfer of the Series B shares of Grupo Modelo and Diblo in violation of their right of first refusal to purchase. The respondents believe that there is no change of control clause in the Investment Agreement, and that since no direct transfer of the shares of Grupo Modelo and Diblo held by ABIH occurred, the claims of the claimants are without merit. However, the relief sought by Grupo Modelo, Diblo and its Series A Shareholders in the arbitral proceeding or any other equitable or other relief they may seek may could have a material adverse effect on Anheuser-Busch or Anheuser-Busch InBev, including by limiting the ability to exercise corporate governance rights under the Investment Agreement with Grupo Modelo after the closing of the Merger.

V Anheuser-Busch Additional Information Contract Negotiations with Employee Unions On 3 October 2008, Anheuser-Busch and the International Brotherhood of Teamsters jointly announced that their representatives had successfully concluded contract negotiations and reached tentative agreement on all local, national and economic issues. The agreement was ratified on 6 November 2008, nearly four months ahead of expiration of the current contract, and runs through 28 February 2014. The contract includes wage increases in each year of the agreement, totalling 15 per cent. over the next five years, and the renewal of Anheuser-Busch’s contractual commitment to keep all 12 U.S. breweries open for the life of the contract. Anheuser- Busch will continue to provide excellent health benefits to employees, while also containing health care cost inflation for the company. The contract also improves pensions and provides for increased life insurance for employees, their spouses and dependants.

Acquisition and Divestitures of Wholesalers Anheuser-Busch products are sold to retailers in the United States through 600 independent wholesalers. Anheuser-Busch also owns 13 wholesaler operations and has investments in five others. Anheuser-Busch from time to time acquires independent wholesalers or interests in independent wholesalers or sells wholesaler operations or interests in wholesaler operations in order to increase its profitability and enhance the effectiveness and efficiency of its system of wholesalers. See section II ‘‘Business’’ of this Annex A for further discussion on Anheuser-Busch’s distribution methods within the United States.

Commodity Price Sensitivity The Anheuser-Busch malt beverage products require various agricultural products. Anheuser-Busch also uses aluminium cansheet to manufacture beverage cans and lids, glass bottles as containers for malt beverages and natural gas, fuel oil and coal as primary fuel materials. Raw materials and commodities are subject to price volatility caused by market fluctuations, including the quality and availability of supply, weather, currency fluctuations, trade agreements among producing and consuming

256 nations, consumer demand and changes in governmental programmes. To some extent, derivative financial instruments and the terms of supply agreements can protect against increases in materials and commodities costs in the short term. However, derivatives and supply agreements expire and upon expiry are subject to renegotiation and therefore cannot provide complete protection over the longer term. Anheuser-Busch might be able to raise prices to offset increases in costs, but price increases can reduce sales volumes. If Anheuser-Busch is not able to increase prices to offset cost increases or if price increases reduce sales volumes, financial results would be adversely affected.

Unregistered Sales of Equity Securities and Use of Proceeds The following table sets forth Anheuser-Busch’s monthly common stock purchases during the third quarter of 2008 (in $ millions, except per share (in $)). All shares are repurchased under Anheuser- Busch’s Board of Directors’ (in this Annex A, the ‘‘Board’’) authorisation. In December 2006, the Board authorised a new programme to repurchase 100 million shares. There is no prescribed termination date for this programme. The numbers of shares shown include shares delivered to Anheuser-Busch to exercise stock options.

Shares Avg. Price Repurchases remaining authorised under disclosed programmes at 31 March 2008 ...... 47.4 Share repurchases July ...... (0.4) $62.18 August ...... — September ...... — Total third quarter repurchases ...... (0.4) Repurchases remaining authorised under disclosed programmes at 30 September 2008 ...... 47.0

VI Risk Factors Anheuser-Busch makes forward looking statements in its filings with the SEC and in other oral or written communications. Forward looking statements involve risks and uncertainties that could cause actual results to be materially different from those indicated (both favourably and unfavourably). These risks and uncertainties include (but are not limited to) the risks described below. Anheuser-Busch undertakes no obligation to update any forward looking statements, whether as a result of new information, future events or otherwise.

Increased competitive pressures may reduce revenues or increase costs. Anheuser-Busch faces competition in each business from alternative providers of the products it offers. For example: • the U.S. beer business competes with other domestic and international brewers as well as with producers of other types of alcohol beverages; • the international beer business competes with a mix of national, regional, local and international brewers, depending on the country; • the packaging business competes with other producers of beverage cans and beverage lids as well as producers of other types of beverage containers; • the family entertainment business competes with the operators of other theme and amusement parks, public zoos, public parks and other family events and attractions. Competition may divert consumers and customers from the Anheuser-Busch products. In order to respond to or anticipate competition, Anheuser-Busch may need to change the prices of products or incur additional costs to introduce new packages or products. Innovation faces inherent risks, and the new products we introduce may not be successful.

257 Changes in consumer tastes and preferences could reduce demand for the Anheuser-Busch products. The success of Anheuser-Busch depends on satisfying consumer tastes and preferences with its beverage products, our container products and our theme park offerings. Consumer preferences can change in unpredictable ways, and consumers may begin to prefer the products of competitors or may generally reduce their demand for products in the category. Failure by Anheuser-Busch to anticipate changes in consumer preferences might affect financial results and loss in market share. In order to respond to or anticipate changes in consumer preferences, Anheuser-Busch may need to increase and enhance the marketing of existing products, change the pricing of existing products or introduce new products and services. Each response might affect financial results.

Increases in raw material and commodity prices could increase operating costs. The Anheuser-Busch malt beverage products require various agricultural products. Anheuser-Busch also uses aluminium cansheet to manufacture beverage cans and lids, glass bottles as containers for malt beverages and natural gas, fuel oil and coal as primary fuel materials. Raw materials and commodities are subject to price volatility caused by market fluctuations, including the quality and availability of supply, weather, currency fluctuations, trade agreements among producing and consuming nations, consumer demand, and changes in governmental programmes. To some extent, derivative financial instruments and supply agreements can protect against increases in materials and commodities costs, but they do not provide complete protection over the longer term. Anheuser-Busch might be able to raise prices to offset increases in costs, but price increases can reduce sales volumes. If Anheuser- Busch is not able to increase prices to offset cost increases or if price increases reduce sales volumes, financial results would be adversely affected.

An inability to reduce costs could affect profitability. Anheuser-Busch’s future success and earnings growth depend in part on its ability to be efficient in producing, advertising and selling its products and services. Anheuser-Busch has a number of initiatives to improve operational efficiency. Failure to generate significant cost savings and margin improvement through these initiatives could adversely affect profitability and the ability of Anheuser-Busch to achieve its financial goals.

Anheuser-Busch is subject to risks associated with international operations. Anheuser-Busch has significant international operations and the profitable expansion of the international business is a long term goal. Anheuser-Busch has equity investments in brewers in China and Mexico, owns breweries in China and the U.K. and sells malt beverages globally. Although Anheuser-Busch does not significantly compete in the Mexican beer market, a significant change in Modelo’s business could have a material effect on Anheuser-Busch’s reported net income and earnings per share. The international operations are subject to the inherent risks of international business, such as: • political and economic changes; • changes in the relations between the United States and foreign countries; • actions of foreign or United States governmental authority affecting trade and foreign investment; • regulations on repatriation of funds; • foreign currency exchange restrictions; • interpretation and application of local laws and regulations; • enforceability of intellectual property and contract rights; • local labour conditions and regulations.

An increase in beer excise taxes or other taxes could adversely affect financial results. Anheuser-Busch is affected by federal, foreign, state and local income and other taxes, particularly beer excise taxes which are levied by federal, foreign and state governments. Proposals are made from

258 time to time to increase beer excise taxes in a variety of states. In addition, Anheuser-Busch is subject to periodic audits and examinations by the Internal Revenue Service and other foreign, state and local taxing authorities. An increase in taxes or an adverse determination by a taxing authority could adversely affect financial results.

The consolidation of retailers may adversely affect Anheuser-Busch. The retail industry in the United States and in other countries in which Anheuser-Busch operates continues to consolidate. Large retailers may seek to improve profitability and sales by reducing the prices or increasing the promotional activities for Anheuser-Busch products. Although retailers purchase products not from Anheuser-Busch, but from its wholesalers (including in a limited number of markets, the Anheuser-Busch wholesaler operations), the efforts of retailers could result in reduced profitability for the beer industry as a whole and indirectly adversely affect our financial results.

Governmental regulation could affect our operations or increase costs. All of the Anheuser-Busch businesses are subject to governmental regulation. The Anheuser-Busch U.S. beer business and its wholesalers are especially subject to extensive regulation at the federal, state and local levels. Permits, licences and approvals necessary to the U.S. beer business are required from the Alcohol and Tobacco Tax and Trade Bureau of the United States Treasury Department, state alcohol beverage regulatory agencies in the states in which we sell or produce products, and local authorities in some jurisdictions in which we sell products. Compliance with these laws and regulations can be costly. Anheuser-Busch may be subject to claims that we have not complied with existing laws and regulations, which could result in fines and penalties. Anheuser-Busch is routinely subject to new or modified laws and regulations with which we must comply in order to avoid fines and other penalties and which may affect operations. From time to time, new laws and regulations are proposed that would affect operations, affect the distribution of the Anheuser-Busch products by its wholesalers, or increase expenses.

Anheuser-Busch is subject to litigation. Recently, the advertising practices of Anheuser-Busch and many other brewers and distilled spirits manufacturers have been subject to litigation which has now ended. Anheuser-Busch is now, and may in the future be, a party to other legal proceedings and claims, and significant damages may be asserted against us. Given the inherent uncertainty of litigation, it is possible that Anheuser-Busch might incur liabilities as a consequence of the proceedings and claims brought against it.

Anheuser-Busch may make acquisitions, investments and joint venture and similar arrangements, which are risky. Anheuser-Busch has in the past and may in the future desire to make acquisitions of, investments in, and joint venture and similar arrangements with other companies to increase shareholder value. These transactions cannot occur unless we can identify suitable candidates and agree on terms with them. After completion of a transaction, we may be required to integrate acquired businesses or operations into our existing operations. An inability to successfully complete transactions or successfully integrate acquired operations may affect our profitability.

The loss of an important supplier could adversely affect operations and financial results. For certain packaging supplies, raw materials and commodities, we rely on a small number of important suppliers. If these suppliers became unable to continue to meet our requirements, and we could not develop alternative sources of supply, our operations and financial results could be adversely affected.

Anheuser-Busch relies on its wholesalers. In the United States, Anheuser-Busch sells substantially all of its beer to independent wholesalers for distribution to retailers and ultimately consumers. In 2007, Anheuser-Busch was appointed as the United States importer for a number of the premium European brands of InBev. Many of the wholesalers of these brands have not traditionally been wholesalers for Anheuser-Busch. As

259 independent companies, wholesalers make their own business decisions that may not always align themselves with our interests. If the Anheuser-Busch wholesalers do not effectively distribute our products, our financial results could be adversely affected.

If Anheuser-Busch is unable to maintain the image and reputation of its products and services, operations and financial results may suffer. Anheuser-Busch’s success depends on our ability to maintain and increase the image and reputation of our existing products and to develop a favourable image and reputation for new products. The image and reputation of our products may be reduced in the future; concerns about product quality, even when unfounded, could tarnish the image and reputation of our products. Restoring the image and reputation of our products may be costly and may not be possible.

The Anheuser-Busch businesses are subject to a number of other miscellaneous risks that may adversely affect financial results. Other miscellaneous risks include: • changes in global and domestic economies, including slow growth rate, rise in interest rates, changes in currency exchange rates, rise in cost of commodities, inflation, unemployment and weakening consumer confidence which could reduce demand for the Anheuser-Busch products, affect the businesses of the international brewers in which we have made investments, or increase costs, including borrowing costs; • natural disasters, such as hurricanes, which may result in shortages of raw materials and commodities and reduction in tourism and attendance at the Anheuser-Busch theme parks; • unusual weather conditions which could affect domestic beer consumption, attendance at the Anheuser-Busch theme parks, raw material availability, or natural gas prices; • continued threat of terrorist acts and war, which may result in heightened security and higher costs for imports and exports, reduced tourism and attendance at the Anheuser-Busch theme parks, and contraction of the United States and worldwide economies; • changes in the Anheuser-Busch share price which could affect the share repurchase programme.

VII Management’s Discussion and Analysis of Operations and Financial Condition for the Nine Months Ended 30 September 2008 This discussion summarises the significant factors affecting the consolidated operating results, financial condition and liquidity and cash flows of Anheuser-Busch Companies, Inc. for the third quarter and nine months ended 30 September 2008, compared to the third quarter and nine months ended 30 September 2007, and the year ended 31 December 2007. This discussion should be read in conjunction with the consolidated financial statements and notes included in Anheuser-Busch’s annual report to shareholders for the year ended 31 December 2007. Form 10-Q contains forward looking statements regarding Anheuser-Busch’s expectations concerning its future operations, earnings and prospects. On the date the forward looking statements are made, the statements represent Anheuser-Busch’s expectations, but Anheuser-Busch’s expectations concerning its future operations, earnings and prospects may change. Anheuser-Busch’s expectations involve risks and uncertainties (both favourable and unfavourable) and are based on many assumptions that Anheuser-Busch believes to be reasonable, but such assumptions may ultimately prove to be inaccurate or incomplete, in whole or in part. Accordingly, there can be no assurances that Anheuser- Busch’s expectations and the forward looking statements will be correct. Please refer to section VI ‘‘Risk Factors’’ of this Annex A for a description of risk factors that could cause actual results to differ (favourably or unfavourably) from the expectations stated in this discussion. Anheuser-Busch disclaims any obligation to update any of these forward looking statements.

Results of Operations Anheuser-Busch reported that third quarter 2008 net sales increased 6.5 per cent. and diluted earnings per share decreased 5.3 per cent. For the nine months of 2008, net sales increased 5.7 per cent. and diluted earnings per share improved 2.4 per cent. Anheuser-Busch had an outstanding summer selling season, with record sales in the third quarter. Driven by the national introduction of

260 Bud Light Lime, U.S. beer shipments-to-wholesalers increased 2.3 per cent. while sales-to-retailers were up 3.6 per cent., on a selling day adjusted basis. The Bud Light brand and super premium Michelob Ultra family also made important contributions to growth, as did recent new products like Chelada and Land Shark. According to IRI supermarket data, Anheuser-Busch gained 0.9 share points at the consumer level during the third quarter. Commodity cost pressures continued in the third quarter but were mitigated by cost savings initiatives and U.S. beer gross margins expanded in the quarter. Operating results for both the third quarter and nine months include the impact of normalisation items that make direct comparisons among periods difficult. In the third quarter of 2008, Anheuser-Busch sold the U.S. distribution rights to Grolsch and recognised a pre-tax gain of $15.3 million. Additionally, Anheuser-Busch recognised a combined $166.2 million in pre-tax corporate charges for outside professional services related to the InBev transaction and for costs associated with the previously announced enhanced retirement programme. In the third quarter of 2007, Anheuser-Busch sold certain beer distribution rights in southern California which resulted in a $26.5 million pre-tax gain and also incurred a $16 million reduction in equity income for its pro rata share of a Grupo Modelo charge to restructure Modelo’s domestic distribution system and C-store closings. Results for the nine months of 2007 include the $16 million pre-tax gain on the sale of Anheuser-Busch’s remaining interest in its Spanish theme park investment. The gains from the sales of distribution rights are shown in a separate line item in the income statement and are included in U.S. beer operations for business segments reporting. The combined outside professional services and enhanced retirement programme expenses are also shown separately as corporate charges in the income statement, and are classified in corporate for segments reporting. The Spanish theme park gain is classified in the corporate segment and is included in other income/(expense) in the income statement. Excluding the impact of these items, which Anheuser-Busch believes allows a better comparison of underlying results, diluted earnings per share increased 10.5 per cent. for the third quarter and 8.9 per cent. for the nine months (see tables on page 265).

Beer Sales Results The following is a summary and discussion of Anheuser-Busch’s beer volume and sales results for the third quarter and nine months of 2008 versus comparable 2007 periods.

Reported Beer Volume (millions of barrels) for Periods Ended 30 September

Third Quarter Nine Months Versus 2007 Versus 2007 2008 Barrels % 2008 Barrels % U.S...... 28.6 Up 0.65 Up 2.3% 82.0 Up 0.85 Up 1.1% International ...... 7.6 Up 0.45 Up 6.0% 19.2 Up 0.85 Up 4.8% Worldwide A-B Brands ...... 36.2 Up 1.1 Up 3.0% 101.2 Up 1.7 Up 1.8% Equity partner brands 10.3 Up 0.3 Up 3.7% 26.8 Up 1.2 Up 4.6% Total Brands ...... 46.5 Up 1.4 Up 3.2% 128.0 Up 2.9 Up 2.3%

U.S. beer shipments-to-wholesalers increased 2.3 per cent. for the third quarter while sales-to-retailers for the quarter (selling day adjusted) increased 3.6 per cent. Import brands contributed 20 basis points of growth to beer shipments. For the nine months of 2008, shipments-to-wholesalers increased 1.1 per cent. and sales-to-retailers (selling day adjusted) increased 1.3 per cent., with import brands contributing 30 basis points of growth to each. Wholesaler inventories for Anheuser-Busch produced brands at the end of the third quarter were one day lower compared with inventories at the end of the third quarter 2007. Anheuser-Busch’s estimated U.S. beer market share for the nine months of 2008 was 49.2 per cent. compared to prior year market share of 49.0 per cent. Market share is based on estimated U.S. beer industry shipment volume using information provided by the Beer Institute and the U.S. Department of Commerce. International volume, consisting of Anheuser-Busch brands produced overseas by company owned breweries and under licence and contract brewing agreements, plus exports from Anheuser-Busch’s U.S. breweries, increased 6 per cent. for the third quarter and 4.8 per cent. for the nine months of 2008. These increases are primarily due to increased volume in China, Canada, Mexico and Argentina, partially offset by lower volume in the U.K. and Ireland. Worldwide Anheuser-Busch brands volume,

261 comprised of domestic volume and international volume, increased 3 per cent. for the third quarter and 1.8 per cent. for the nine months of 2008 to 36.2 million and 101.2 million barrels, respectively. Total brands volume, which combines worldwide Anheuser-Busch brand volume with equity partner volume (representing Anheuser-Busch’s share of its equity partners’ volume on a one-month lag basis) was 46.5 million barrels in the third quarter of 2008, up 1.4 million barrels, or 3.2 per cent. Total brands volume was up 2.3 per cent., to 128.0 million barrels for the nine months of 2008. Equity partner brands volume grew 3.7 per cent. and 4.6 per cent., respectively, for the third quarter and nine months of 2008 due to Modelo and Tsingtao volume growth.

2008 Financial Results The following is a summary and discussion of key operating results for the third quarter and nine months of 2008 versus comparable 2007 periods.

Third Quarter 2008 vs. 2007 2008 2007 $ % (in $ millions, except per share (in $)) Gross sales ...... $5,549 $5,237 Up $312 Up 5.9% Net sales ...... $4,917 $4,618 Up $299 Up 6.5% Income before income taxes ...... $829 $872 Down $43 Down 4.8% Equity income ...... $174 $185 Down $11 Down 5.9% Net income ...... $666 $707 Down $41 Down 5.7% Diluted earnings per share ...... $0.90 $0.95 Down $0.05 Down 5.3%

Nine Months 2008 vs. 2007 2008 2007 $ % (in $ millions, except per share (in $)) Gross sales ...... $15,539 $14,769 Up $770 Up 5.2% Net sales ...... $13,737 $12,992 Up $745 Up 5.7% Income before income taxes ...... $2,281 $2,265 Up $16 Up 0.7% Equity income ...... $467 $539 Down $72 Down 13.4% Net income ...... $1,866 $1,901 Down $35 Down 1.8% Diluted earnings per share ...... $2.55 $2.49 Up $0.06 Up 2.4% Anheuser-Busch reported gross sales of $5.5 billion during the third quarter of 2008, an increase of $312 million, or 5.9 per cent. Gross sales increased 5.2 per cent., or $770 million, to $15.5 billion for the nine months. Net sales were $4.9 billion and $13.7 billion, increases of $299 million and $745 million, respectively, or 6.5 per cent. for the quarter and 5.7 per cent. year-to-date. The differences between gross and net sales in 2008 are due to beer excise taxes of $632 million and $1.8 billion, respectively. The sales increases were driven by higher sales for all operating segments, with the exception of a third quarter decline in packaging segment sales. For the third quarter and nine months, respectively, U.S. beer segment net sales increased 6.6 per cent., or $214 million, and 5 per cent., or $472 million on higher volume, increased revenue per barrel and favourable brand mix; international beer net sales increased $59 million and $156 million primarily due to increased volume, higher pricing and favourable brand mix; packaging operations net sales decreased $11 million for the third quarter on lower aluminium can manufacturing revenues, and increased $5 million for the nine months on higher recycling sales; and entertainment segment sales increased $20 million and $72 million due to increased attendance and higher ticket pricing. U.S. beer revenue per barrel was up 3.7 per cent. in the third quarter of 2008 and grew 3.1 per cent. compared with the nine months of 2007, due to price increases and favourable brand mix, especially in the third quarter. Revenue per barrel increases accounted for $136 million and $325 million, respectively, of the increases in U.S. beer net sales in the third quarter and nine months, higher beer volume contributed $70 million and $95 million, respectively, and non-beer revenues added $8 million and $52 million, respectively. Revenue per barrel is calculated as net sales generated by Anheuser-Busch’s U.S. beer operations on barrels of beer sold, determined on a U.S. GAAP basis, divided by the total volume of beer shipped to U.S. wholesalers. The U.S. beer pricing environment remained favourable throughout the key summer selling season. Anheuser-Busch implemented price increases on approximately 85 per cent. of its U.S. volume in September and October 2008, with the pricing initiatives tailored to selected markets, brands and packages. Anheuser-Busch is projecting revenue per barrel growth, including mix, of 4 per cent. for the full year 2008.

262 The cost of sales for the third quarter of 2008 was $3 billion, an increase of $147 million, or 5.1 per cent., and was up $442 million, or 5.4 per cent., to $8.6 billion for the nine months. The increases in cost of sales are primarily attributable to the costs associated with increased costs for brewing and packaging materials; higher operating costs for international beer and entertainment; costs associated with incremental U.S. and international beer volume; and increased distribution and other energy costs. Consolidated gross profit as a percentage of net sales was 38.7 per cent. for the third quarter and 37.1 per cent. year-to-date, up 80 basis points and 20 basis points, respectively. Marketing, distribution and administrative expenses were $811 million for the third quarter and $2.3 billion year-to-date, representing a $34 million increase for the quarter and a $111 million increase year-to-date. The changes versus prior year periods are due to higher advertising expenses in China; increased marketing costs for entertainment operations; higher U.S. beer marketing costs year-to-date; higher delivery costs for company owned beer wholesalerships, including an incremental location versus last year; and increased general and administrative expenses. Operating income was $940 million, a decrease of $59 million, or 5.9 per cent. for the third quarter 2008. For the nine months of 2008, operating income was $2.6 billion, an increase of $15 million, or 0.6 per cent. Operating margins declined 250 basis points for the third quarter and 90 basis points for the nine months, to 19.1 per cent. and 19.2 per cent., respectively. Excluding the gains on the sales of distribution rights and the corporate charges, operating margins increased 120 and 40 basis points, respectively, as shown below.

Third Quarter Nine Months 2008 2007 Change 2008 2007 Change Reported operating margin ...... 19.1% 21.6% (250) bps 19.2% 20.1% (90) bps Gain on sale of rights (0.3)% (0.6)% 30 bps (0.1)% (0.2)% 10 bps Corporate charges . . 3.4% — 340 bps 1.2% — 120 bps Normalised operating margin ...... 22.2% 21.0% 120 bps 20.3% 19.9% 40 bps Interest expense less interest income was $115 million for the third quarter and $363 million for the nine months of 2008, a decrease of $4 million in the quarter and an increase of $7 million year-to-date. The increase is due to higher average outstanding debt balances partially offset by lower average interest rates. The third quarter decline is due to lower debt balances and lower interest rates. Interest capitalised of $4 million in the third quarter and $13 million for the nine months was down $1 million and up $400,000, respectively, due to the timing of capital spending and project in-service dates. Other income/(expense), net reflects the impact of numerous items not directly related to Anheuser-Busch’s operations. For the third quarter of 2008, Anheuser-Busch had other income of $1 million versus other expense of $13 million in 2007. Year-to-date Anheuser-Busch recognised expense of $1 million in 2008 and $9 million in 2007. Other income/(expense) for the nine months of 2007 includes the $16 million gain from the sale of Anheuser-Busch’s remaining interest in its Spanish theme park investment. Income before income taxes for the third quarter of 2008 was $829 million, a decrease of $43 million, or 5 per cent. due to the corporate charges for the InBev transaction and enhanced retirement programme and lower entertainment results offsetting improved results for U.S. beer, international beer and packaging. Year-to-date, pre-tax income was $2.3 billion, an increase of $16 million or 1 per cent., on higher earnings from U.S. beer, international beer and packaging, partially offset by the corporate charges. Year-to-date, entertainment operations were level with the prior year. U.S. beer pre-tax profits, including the gains on the sales of distribution rights, improved 10.5 per cent., or $85 million, in the third quarter and were up 5.1 per cent., or $120 million, for the nine months due primarily to higher beer sales volume and increased pricing partially offset by increased beer production costs and higher distribution expenses in both periods, and higher marketing expenses year-to-date. Excluding the gains on the sales of distribution rights to better illustrate underlying

263 results, U.S. beer pre-tax profits increased 12.3 per cent. and 5.6 per cent. for the third quarter and nine months of 2008, respectively, as shown below:

Third Nine Quarter Months 2008 Reported U.S. beer pre-tax income ...... $897.0 $2,481.7 Gain on sale of distribution rights ...... (15.3) (15.3) U.S. beer pre-tax excluding gain ...... $881.7 $2,466.4 2007 Reported U.S. beer pre-tax Income ...... $811.8 $2,361.5 Gain on sale of distribution rights ...... (26.5) (26.5) U.S. Beer pre-tax excluding gain ...... $785.3 $2,335.0 Percentage change – 2008 vs. 2007: Reported ...... 10.5% 5.1% Excluding gain ...... 12.3% 5.6% International beer pre-tax income increased $12 million in the third quarter and $48 million year-to-date on profit growth in China, Canada and the U.K., partially offset by increased marketing expenses. Packaging segment pre-tax profits were up $17 million and $7 million, respectively, primarily due to higher recycling profits from hedging gains. Entertainment segment pre-tax profits declined $5 million and were essentially level, respectively, due primarily to increased attendance and increased ticket pricing, being partially offset by higher park operating costs and increased marketing expenses in the quarter and fully offset year-to-date. Equity income of $174 million for the third quarter and $467 million year-to-date decreased $11 million, or 5.9 per cent., and $72 million, or 13.4 per cent., respectively, reflecting higher materials and operating costs at Grupo Modelo partially offset by volume growth in both periods and higher pricing year-to-date. Tsingtao equity income year-to-date includes a $7 million charge for higher income tax rates mandated by the government retroactively for 2007. Equity income in 2007 includes the $16 million Modelo restructuring charge in the third quarter and year-to-date, and a benefit of $29 million for the nine months due to the return of advertising funds that were part of Modelo’s prior beer import contracts. Net income of $666 million in the third quarter of 2008 represented a decrease of $41 million, or 5.7 per cent. Net income declined 1.8 per cent., to $1.9 billion for the nine months of 2008. Diluted earnings per share were $0.90 and $2.55, respectively, for the third quarter and nine months of 2008, representing a decrease of 5.3 per cent. for the quarter and an increase of 2.4 per cent. year-to-date. Diluted earnings per share for 2008 benefited from the repurchase of 14.1 million shares in the nine months under Anheuser-Busch’s share repurchase programme. The effective income tax rate was 40.7 per cent. for the third quarter of 2008 and 38.7 per cent. for the nine months, representing an increase of 50 basis points in the third quarter and a decrease of 120 basis points, respectively. The quarterly increase in the effective tax rate is due to limited deductibility of certain elements of the corporate charges. The decrease for the nine months is primarily due to lower taxes on foreign earnings and tax benefits related to the exercise of employee incentive stock options. Anheuser-Busch believes that excluding the impact of the normalisation items previously discussed provides more meaningful direct comparisons of financial results between periods. As shown in the following table, excluding these items, pre-tax income, net income and diluted earnings per share for the third quarter increased 16 per cent., 10.7 per cent. and 10.5 per cent., respectively, while equity income declined 13.4 per cent. For the nine months, normalised income before income taxes, net

264 income and diluted earnings per share increased 9.4 per cent., 4.8 per cent. and 8.9 per cent., respectively, and equity income decreased 15.9 per cent.

Income Diluted Before Provision for Equity Earnings Effective Income Taxes Income Taxes Income Net Income Per Share Tax Rate (in $ millions, except per share (in $)) Third Quarter 2008 Reported ...... $829.3 $(337.4) $174.2 $666.1 $0.90 40.7% Gain on sale of distribution rights ...... (15.3) 5.8 — (9.5) (0.013) Corporate charges ...... 166.2 (40.6) — 125.6 0.169 Excluding normalisation items . . $980.2 $(372.2) $174.2 $782.2 $1.05 38.0% 2007 Reported ...... $871.5 $(350.0) $185.2 $706.7 $0.95 40.2% Gain on sale of distribution rights ...... (26.5) 10.2 — (16.3) (0.02) Modelo restructuring ...... — — 16.0 16.0 0.02 Excluding normalisation items . . $845.0 $(339.8) $201.2 $706.4 $0.95 40.2% Percentage change – 2008 vs. 2007 Reported ...... (4.8)% (5.9)% (5.7)% (5.3)% 50 pts Excluding normalisation items . . 16.0% (13.4)% 10.7% 10.5% (220) pts Nine Months 2008 Reported ...... $2,280.5 $(881.5) $467.2 $1,866.2 $2.55 38.7% Gain on sale of distribution rights ...... (15.3) 5.8 — (9.5) (0.013) Corporate charges ...... 166.2 (40.6) — 125.6 0.171 Excluding normalisation items . . $2,431.4 $(916.3) $467.2 $1,982.3 $2.70 37.7% 2007 Reported ...... $2,264.6 ($902.7) $539.3 $1,901.2 $2.49 39.9% Gain on sale of Spanish theme park ...... (16.0) 6.1 — (9.9) (0.01) Gain on sale of distribution rights ...... (26.5) 10.2 — (16.3) (0.02) Modelo restructuring ...... — — 16.0 16.0 0.02 Excluding normalisation items . . $2,222.1 $(886.4) $555.3 $1,891.0 $2.48 39.9% Percentage change – 2008 vs. 2007 Reported ...... 0.7% (13.4)% (1.8)% 2.4% (120) pts Excluding normalisation items . . 9.4% (15.9)% 4.8% 8.9% (220) pts

Liquidity and Financial Condition The primary source of Anheuser-Busch’s cash flow is generated by operations. Principal uses of cash are capital expenditures, share repurchase, dividends and business investments. Cash generated by Anheuser-Busch’s business segments is projected to exceed funding requirements for each segment’s anticipated capital spending. The net issuance of debt provides an additional source of cash as necessary for share repurchasing, dividends and business investments. The nature, extent and timing of debt financing vary depending on Anheuser-Busch’s evaluation of existing market conditions and other factors. Cash at 30 September 2008 was $314 million, an increase of $31 million from the 31 December 2007 balance. Anheuser-Busch generated operating cash flow before the change in working capital of $2.7 billion for the nine months of 2008, an increase of $187 million due primarily to increased earnings (after normalisation for corporate charges), higher Modelo dividends and tax benefits on the exercise of employee stock options, partially offset by a higher discretionary defined benefit pension contribution in 2008. Anheuser-Busch made a discretionary contribution of $165 million in 2008 versus a contribution of $85 million in 2007. Discretionary contributions are in addition to required minimum

265 funding. See the consolidated statement of cash flows for additional information on Anheuser-Busch’s sources and uses of cash. Anheuser-Busch’s debt balance decreased $1.5 billion in the nine months of 2008 compared to an increase of $691 million in 2007. The changes in debt for the respective periods are summarised below (in millions).

Interest Rate Description Amount (Fixed Unless Noted) Nine Months of 2008 Increases: Industrial revenue bonds ...... $3.9 Various Other, net ...... 3.5 Various Total increases ...... 7.4 Decreases: Commercial paper ...... (1,038.2) 2.65% wtd. avg., floating U.S. dollar notes ...... (352.4) $150.0 at 5.75%; $100.0 at 5.65%; $100.0 at 5.375%; $2.4 at 5.35% Capital lease obligation ...... (68.3) 6.0% Other, net ...... (0.2) Various Total decreases ...... (1,459.1) Net decrease in debt ...... $(1,451.7) Nine Months of 2007 Increases: U.S. debentures ...... $500.0 6.45% U.S. dollar notes ...... 317.3 $300.0 at 5.6% and $17.3 at 5.54% Commercial paper ...... 74.7 5.34% Industrial revenue bonds ...... 14.6 Various Other, net ...... 42.0 Various Total increases ...... 948.6 Decreases: U.S. dollar debentures ...... (250.0) 7.125% Other, net ...... (7.9) Various Total decreases ...... (257.9) Net increase in debt ...... $690.7 Anheuser-Busch had no commercial paper obligations outstanding at 30 September 2008. Commercial paper is generally classified as long-term, since it is maintained on a long-term basis with ongoing support provided by Anheuser-Busch’s $2 billion revolving credit agreement. The interest rate for commercial paper at 30 September 2007 was 5.04 per cent. Capital expenditures during the third quarter of 2008 were $215 million, compared with $219 million for the third quarter of 2007. Capital expenditures totalled $572 million and $565 million, respectively, for the nine months of 2008 and 2007. Full year 2008 capital expenditures are expected to be approximately $875 million. At its October 2008 meeting, the Board declared a regular quarterly dividend of $0.37 on outstanding shares of Anheuser-Busch’s common stock, payable 9 December 2008, to shareholders of record on 10 November 2008. Anheuser-Busch continues to expect the acquisition of Anheuser-Busch by InBev N.V./S.A. to close before the end of the year. If the dividend payment date occurs after the closing, shareholders of record on 10 November will continue to be entitled to payment of the dividend. On 7 October 2008, Anheuser-Busch and the International Brotherhood of Teamsters reached a tentative agreement on a five-year contract covering more than 5,000 full-time employees at Anheuser- Busch’s 12 U.S. breweries. The tentative agreement includes all local, national and economic issues and the Brewery and Soft Drink Workers Conference, the Teamsters National Bargaining Committee and all locals unanimously have recommended the agreement for ratification. A vote is expected in

266 November. Terms of the agreement include wage increases in each year of the contract totalling 15 per cent. over the life of the agreement, health benefits for employees and their families, increased life insurance coverage and the renewal of Anheuser-Busch’s contractual commitment to keep all 12 U.S. breweries open for the life of the agreement. When ratified, the contract will be binding, and will remain in place once Anheuser-Busch completes its planned merger with InBev. The current contract expires on 29 February 2009. Except as follows, there have been only normal and recurring changes in Anheuser-Busch’s cash commitments since 31 December 2007. In addition to the costs for investment banking, legal and accounting services, Anheuser-Busch anticipates having additional InBev transaction related activity in the fourth quarter. Anheuser-Busch will recognise non-cash expense of approximately $72 million for the accelerated vesting of stock compensation awards, make cash payments of approximately $40 million under an enhanced officer bonus programme and make cash payments totalling approximately $108 million related to officer and director deferred compensation and retirement plans. The timing of the anticipated fourth quarter cash payments noted above assumes a change in control before 31 December 2008. If the change in control date is delayed, the timing of these payments will also be delayed. Anheuser-Busch anticipates cash expenditures of approximately $100 million to $140 million associated with its previously announced enhanced retirement programme. See Note 13, ‘‘Business Segments’’, of the Notes to the unaudited interim consolidated financial statements of Anheuser-Busch included in this Annex A for additional information.

VIII Management’s Discussion and Analysis of Operations and Financial Condition for the Fiscal Year Ended 31 December 2007 This discussion summarises the significant factors affecting the consolidated operating results, financial condition, liquidity and cash flows of Anheuser-Busch Companies, Inc., for the three-year period ended 31 December 2007. This discussion should be read in conjunction with the consolidated financial statements and notes to the consolidated financial statements included in this Annex A.

Objectives Anheuser-Busch remains focused on its three core objectives designed to enhance long-term shareholder value: • Increasing U.S. beer segment volume and per barrel profitability, which will provide the basis for earnings per share growth and improvement in return on capital employed. • Increasing international beer segment profit growth. Anheuser-Busch has made significant marketing investments to build recognition of its Budweiser brands outside the United States and owns and operates breweries in China, including Harbin Brewery Group, and in the United Kingdom. Anheuser-Busch also has a 50 per cent. equity position in Grupo Modelo, Mexico’s largest brewer and producer of the Corona brand, and a 27 per cent. equity position in Tsingtao, one of the largest brewers in China and producer of the Tsingtao brand. • Continued growth in pre-tax profits and free cash flow from the packaging and entertainment segments. Packaging operations provide significant efficiencies, cost savings and quality assurance for U.S. beer operations. Entertainment operations enhance Anheuser-Busch’s corporate image by showcasing Anheuser-Busch’s heritage, values and commitment to quality and social responsibility to more than 20 million visitors each year.

Comparison of Operating Results Anheuser-Busch achieved significant results in 2007, generating strong earnings growth and broadening its beer portfolio to enhance Anheuser-Busch’s participation in the high-end segment. Revenue per barrel performance was solid and Anheuser-Busch managed cost pressures effectively. International beer profits for the year for Anheuser-Busch owned operations as well as those of Anheuser-Busch’s equity partners increased significantly, while both the packaging and entertainment segments contributed strong earnings growth. Anheuser-Busch also achieved significant increases in operating cash flow, return on capital and cash returned to shareholders. Comparisons of key operating results for 2007 and 2006 are summarised in the following tables. In the first quarter 2006, Anheuser-Busch adopted FAS No. 123R, ‘‘Share Based Payment’’, which requires expense recognition for stock options and all other forms of equity compensation, based on the fair

267 value of the instruments on the date of grant. To enhance the comparability of all periods presented and provide the fullest understanding of the impact that expensing stock compensation has on Anheuser-Busch’s financial results, Anheuser-Busch elected to apply the modified retrospective method of adopting FAS No. 123R and therefore recast operating results from prior years to incorporate the impact of pro forma stock compensation expense related to those years that had been previously disclosed, but not recognised under accounting standards applicable at that time. For financial reporting purposes, stock compensation expense is included in cost of sales and marketing, distribution and administrative expenses, depending on where the recipient’s cash compensation is reported. Stock compensation expense is classified as a corporate item for segment reporting and was $0.13 and $0.11 per diluted share for 2007 and 2006, respectively. Operating results and comparisons to prior years include the impact of various non-recurring transactions in each year that make direct comparisons of underlying operations between years difficult. Anheuser-Busch has therefore normalised certain results within this discussion to facilitate comparison. In 2007, Anheuser-Busch recorded gains on the sale of Anheuser-Busch’s remaining interest in the Port Aventura theme park in Spain and on the sale of certain beer distribution rights in southern California, and also incurred its pro rata share of a charge by Grupo Modelo for restructuring of Modelo’s domestic distribution system and C-store closings. In 2006, Anheuser-Busch recorded a one-time deferred income tax benefit resulting from tax legislation in Texas. Diluted earnings per share increased 10.3 per cent. in 2007 and 9.1 per cent. in 2006. Anheuser-Busch believes excluding certain normalisation items from its analysis of operating results provides a more accurate basis of comparison among years by eliminating potential distortion of Anheuser-Busch’s underlying performance trends, both favourable and unfavourable. This is the same basis of comparison used by Anheuser-Busch management and the Board to evaluate Anheuser-Busch’s operations. See additional discussion and quantitative analysis on pages 271 to 275. Following are comparative summaries of key operating results for 2007 and 2006 (in $ millions, except per share (in $)).

2007 2006 2007 vs. 2006 Gross sales ...... $18,989 $17,958 ។ $1,031 ។ 5.7% Net sales ...... $16,686 $15,717 ។ $969 ។ 6.2% Income before income taxes ...... $2,423 $2,277 ។ $146 ។ 6.4% Equity income, net of tax ...... $662 $589 ។ $73 ។ 12.5% Net income ...... $2,115 $1,965 ។ $150 ។ 7.6% Diluted earnings per share ...... $2.79 $2.53 ។ $0.26 ។ 10.3%

2006 2005 2006 vs. 2005 Gross sales ...... $17,958 $17,254 ។ $704 ។ 4.1% Net sales ...... $15,717 $15,036 ។ $681 ។ 4.5% Income before income taxes ...... $2,277 $2,057 ។ $220 ។ 10.7% Equity income, net of tax ...... $589 $498 ។ $91 ។ 18.2% Net income ...... $1,965 $1,744 ។ $221 ។ 12.7% Diluted earnings per share ...... $2.53 $2.23 ។ $0.30 ។ 13.5%

Sales Revenue per barrel reflects the net average sales price Anheuser-Busch obtains from wholesaler customers for its products. Generally, the higher the net revenue per barrel, the greater Anheuser- Busch’s gross profit dollars and gross profit margin, with revenue per barrel increases having nearly one and a half times the impact on profits as comparable percentage increases in beer volume. Revenue per barrel is calculated as net sales generated by Anheuser-Busch’s U.S. beer operations on barrels of beer sold, determined on a U.S. GAAP basis, divided by the volume of beer shipped to U.S. wholesalers. Anheuser-Busch strives to obtain long-term revenue per barrel increases that are slightly above increases in the U.S. Consumer Price Index (CPI). On a constant dollar basis, beer is more affordable today than it was 10 years ago, and Anheuser-Busch believes this long-term revenue per barrel strategy allows for continuing future moderate price increases. Anheuser-Busch also believes that significant excise tax increases, although not expected, could disrupt the current industry pricing environment because tax increases could trigger retail beer price increases significantly in excess of the CPI. Such price increases would be borne directly by consumers.

268 Anheuser-Busch has led the U.S. brewing industry in sales volume and market share since 1957. Anheuser-Busch reports U.S. beer sales volume based on beer sales to Anheuser-Busch’s network of independent wholesalers. Higher beer sales-to-wholesalers volume will increase gross profit dollars and potentially increase gross profit margin. Wholesaler sales-to-retailers volume reflects demand for Anheuser-Busch’s products at the retail level. Higher sales-to-retailers require increased beer sales-to-wholesalers to meet ongoing demand.

Worldwide Beer Volume Anheuser-Busch’s reported beer volume for the three years ended 31 December 2007 is summarised in the following table (in millions of barrels).

2007 2006 Change U.S...... 104.4 102.3 ។ 2.0% International ...... 24.0 22.7 ។ 5.8% Worldwide Anheuser-Busch brands ...... 128.4 125.0 ។ 2.7% Equity partner brands ...... 33.2 31.6 ។ 4.9% Total brands ...... 161.6 156.6 ។ 3.2%

2006 2005 Change U.S...... 102.3 101.1 ។ 1.2% International ...... 22.7 20.8 ។ 9.3% Worldwide Anheuser-Busch brands ...... 125.0 121.9 ។ 2.6% Equity partner brands ...... 31.6 26.4 ។ 19.7% Total brands ...... 156.6 148.3 ។ 5.6%

Worldwide Anheuser-Busch beer volume is composed of U.S. beer volume plus international volume. U.S. beer volume represents beer shipped to wholesalers within the United States, which includes both Anheuser-Busch’s domestically produced brands and imported brands. International beer volume consists of Anheuser-Busch brands produced overseas by Anheuser-Busch owned breweries in China and the United Kingdom and under various licence and contract brewing agreements, plus exports from Anheuser-Busch’s U.S. breweries. Equity partner brands volume represents Anheuser- Busch’s ownership percentage share of volume in its equity partners reported on a one-month-lag basis. Total brands combine worldwide Anheuser-Busch brands volume with equity partner brands.

Sales* (dollars in billions) Gross Sales Net Sales $19.0 $18.0 $17.3 $17.2 $16.7 $16.3 $15.7 $15.0 $14.9 $14.1

03 04 05 06 07 *The difference between gross sales and net sales represents beer excise taxes.2JAN200920455926

Sales – 2007 vs. 2006 Anheuser-Busch reported gross sales in 2007 of $19.0 billion, an increase versus the prior year of $1.0 billion, or 5.7 per cent. Net sales were $16.7 billion, up $969 million, or 6.2 per cent. compared to 2006. The difference between gross and net sales is beer excise taxes of $2.3 billion. The improvement in net sales is due to contributions from all of Anheuser-Busch’s operating segments. U.S. beer sales increased $718 million, or 6 per cent. on increased revenue per barrel and higher beer shipments. International beer sales were up $99 million, or 10 per cent. primarily due to volume increases. Packaging segment net sales improved $35 million, or 2 per cent. due to higher can manufacturing and

269 aluminium recycling revenues. Entertainment sales increased $94 million, or 8 per cent. from increased attendance and higher ticket pricing and in-park spending. U.S. beer revenue per barrel increased 3 per cent. as a result of successful price increases and favourable brand mix, contributing $373 million of the increase in segment net sales. Beer shipment volume increases of 2 per cent. provided $242 million in net sales improvement for the year, while non-beer revenues added $103 million. Wholesaler sales-to-retailers grew 1.3 per cent. in 2007. Anheuser-Busch’s acquired and import brands contributed 170 and 160 basis points of growth to shipments and sales-to-retailers, respectively. Wholesaler inventories for Anheuser-Busch produced brands at the end of 2007 were approximately the same as at the end of 2006. U.S. beer industry volume was strong in 2007 for the second year in a row, up approximately 1.4 per cent. Anheuser- Busch’s estimated U.S. beer market share for 2007 was 48.5 per cent. compared to prior year market share of 48.2 per cent. Market share is based on estimated U.S. beer industry shipment volume using information provided by the Beer Institute and the U.S. Department of Commerce. International volume increased 5.8 per cent. for the year, primarily due to increased volume in China, Canada and Mexico, partially offset by lower volume in the United Kingdom. Worldwide Anheuser-Busch brands volume increased 2.7 per cent. for the year to 128 million barrels. Equity partner brands volume grew 4.9 per cent. on Tsingtao and Modelo volume growth. Total brands volume was up 3.2 per cent., to 162 million barrels for 2007.

Sales – 2006 vs. 2005 Anheuser-Busch reported gross sales of $18.0 billion and net sales of $15.7 billion in 2006. Gross sales improved $704 million, or 4 per cent., and net sales were up $681 million, or 4.5 per cent. The difference between gross and net sales is due to beer excise taxes of $2.2 billion. Sales increases for the year were driven by improvement in all operating segments. U.S. beer net sales increased 3 per cent., or $308 million on higher beer sales volume and increased revenue per barrel. International beer segment net sales grew 7 per cent., or $65 million, primarily on volume increases. Packaging segment net sales increased 10 per cent., or $153 million, on higher recycling sales. Entertainment sales increased 9 per cent., or $94 million primarily from increased attendance and higher in-park spending. U.S. beer revenue per barrel was up 1.4 per cent. due to the successful implementation of price increases and discount reductions on a majority of Anheuser-Busch’s U.S. beer volume. Revenue per barrel contributed $197 million to the segment increase in net sales, including the impact of acquired and import brands. The 1.2 per cent. increase in U.S. beer volume added $111 million to the increase in segment net sales. Wholesalers’ sales-to-retailers increased 1.1 per cent. for the year. Acquired and import brands contributing 0.5 points of growth to both beer volume and sales-to-retailers. Wholesaler beer inventory levels at the end of 2006 were more than 1.5 days below 2005 year-end levels. U.S. beer industry volume was up approximately 2 per cent. in 2006. Anheuser-Busch’s estimated U.S. market share for the full year was 48.2 per cent., compared with 2005 market share of 48.7 per cent. Anheuser- Busch’s 2006 shipment based market share comparisons were adversely impacted by the reduction in wholesaler inventories. International beer volume was up 9.3 per cent., or 1.9 million barrels, on volume growth in China, Canada and Mexico, partially offset by declines in the United Kingdom and Ireland. Worldwide Anheuser-Busch brands volume was up 2.6 per cent., or 3.1 million barrels, to 125.0 million barrels. Equity partner brands volume grew 19.7 per cent. for the year, to 31.6 million barrels due to Modelo and Tsingtao volume growth. Anheuser-Busch began equity accounting for Tsingtao in May 2005. Total brands volume was up 5.6 per cent., to 156.6 million barrels for the year.

Cost of Sales Anheuser-Busch continuously strives to reduce costs throughout its manufacturing and distribution systems. Brewery modernisations have yielded long-term savings through reduced beer packaging and shipping costs and reduced maintenance costs. Anheuser-Busch’s focused production methods and wholesaler support distribution centres concentrate small volume brand and package production at three of Anheuser-Busch’s 12 breweries to create production efficiencies, reduce costs and enhance responsiveness to changing consumer brand and package preferences. Anheuser-Busch also works to reduce distribution costs for its products through better systemwide coordination with its network of independent wholesalers.

270 Cost of sales was $10.8 billion for 2007, an increase of $671 million, or 7 per cent. This increase was primarily attributable to incremental costs associated with higher U.S. and international beer volumes, overall higher costs for brewing and packaging materials, higher plant operating costs in U.S. beer and packaging operations and higher labour and operating costs for entertainment operations, partially offset by lower energy costs. Incremental costs for 2007 associated with increased U.S. and international beer volume were $318 million and $41 million, respectively. Gross profit as a percentage of net sales was 35.1 per cent., down 20 basis points versus 2006. For 2006, cost of sales increased $559 million, or 6 per cent., to $10.2 billion. The increase in cost of sales is attributable to higher costs for all Anheuser-Busch’s segments, including costs associated with higher beer volume worldwide; increased packaging materials and plant operating costs for U.S. beer; higher energy costs for all operations; increased aluminium costs for recycling operations; and higher park operating costs for entertainment operations. Incremental costs associated with increased beer volume were $75 million for U.S. beer and $48 million for international operations. Gross profit as percentage of net sales was down 80 basis points for the year, to 35.3 per cent. due primarily to lower gross margins for U.S. and international beer and for recycling operations.

Marketing, Distribution and Administrative Expenses Advertising and promotional activities for its beer brands and theme park operations are important elements of Anheuser-Busch’s strategy and represent significant annual expenditures. Anheuser-Busch employs a variety of national, regional and local media outlets in its promotional efforts, including television, radio, the Internet, print and outdoor advertising and event sponsorships. Marketing, distribution and administrative expenses for 2007 were $3.0 billion, an increase of $150 million, or 5 per cent. The increase is the result of higher U.S. beer marketing costs, including incremental marketing and selling expense for Anheuser-Busch’s new import beer portfolio, increased marketing costs for entertainment operations and higher delivery costs for Anheuser-Busch owned beer wholesalerships and for international beer operations. Administrative expenses in 2007 include asset disposition gains and a FAS No. 88 settlement charge. Marketing, distribution and administrative expenses were $2.8 billion for 2006, a decrease of $5 million due to lower marketing expenses for U.S. beer mostly offset by higher marketing costs for international beer in China and for entertainment operations, and increased general and administrative costs. Anheuser-Busch also experienced slightly favourable distribution costs for Anheuser-Busch owned beer wholesale operations due to having one less location.

Operating Income Operating income represents the measure of Anheuser-Busch’s financial performance before net interest cost, other non-operating items and equity income. Operating income for 2007 includes the $26.5 million gain from the sale of certain beer distribution rights in southern California, which is shown as a separate line item in the consolidated income statement and is reported as part of the U.S. beer segment. Anheuser-Busch reported operating income of $2.9 billion in 2007, up $174 million, or 6 per cent. on improved results from all business segments, including the U.S. beer distribution rights gain. Operating margin was 17.3 per cent., level versus prior year. Excluding the distribution rights gain, operating income was up 5 per cent., while operating margin declined 10 basis points as shown below.

2007 2006 Change Reported operating margin ...... 17.3% 17.3% — pts. Gain on sale of distribution rights ...... (0.1) — (0.1) pts. Excluding gain on sale of rights ...... 17.2% 17.3% (0.1) pts.

Anheuser-Busch generated operating income of $2.7 billion in 2006, an increase of $233 million, or 9 per cent. due to increased profits in U.S. beer and entertainment operations and the 2005 litigation settlement. Operating margin for the year was up 80 basis points to 17.3 per cent. Excluding the

271 litigation settlement, operating income was up 5 per cent. and operating margin improved 10 basis points, as shown below.

2006 2005 Change Reported operating margin ...... 17.3% 16.5% 0.8 pts. Impact of litigation settlement ...... — 0.7 (0.7) pts. Excluding litigation settlement ...... 17.3% 17.2% 0.1 pts.

Interest Expense Less Interest Income Interest expense less interest income was $480.5 million for 2007 and $449.5 million for 2006, representing an increase of 7 per cent. in 2007 and a decrease of 1 per cent. in 2006. The increase in 2007 is due to higher average debt balances during the year partially offset by slightly lower average interest rates and higher interest income. The 2006 result is due to lower average debt balances throughout the year mostly offset by higher average interest rates. See the Liquidity and Financial Condition section of this Annex A for additional information regarding Anheuser-Busch’s leverage philosophy and specific changes in Anheuser-Busch’s debt portfolio.

Interest Capitalised Interest capitalised as part of the cost basis of capital assets was $17.4 million in 2007 and $17.6 million in 2006. The amount of interest capitalised fluctuates depending on construction-in-progress balances, which are impacted by the amount and timing of capital spending, the timing of project completion dates and by market interest rates.

Other Income/(Expense), Net Other income/(expense), net includes items of a non-operating nature that do not have a material impact on Anheuser-Busch’s consolidated results of operations, either individually or in total. Anheuser-Busch had consolidated net other expense of $8.2 million in 2007 and $10.8 million in 2006. Other expense in 2007 includes the $16 million pre-tax gain on the sale of the last portion of Anheuser-Busch’s investment in the Port Aventura theme park in Spain, plus expense associated with the early redemption of Anheuser-Busch’s 7.125 per cent. debentures due 2017. These transactions are all classified as corporate items for business segment reporting.

Income Before Income Taxes (dollars in millions) $2,812.1 $2,643.9 $2,422.7 $2,276.9 $2,057.4

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Income Before Income Taxes – 2007 vs. 2006 Anheuser-Busch reported income before income taxes of $2.4 billion for 2007, an increase of 6 per cent., or $146 million due to improved results from all business segments partially offset by higher net interest expense. Reported income before income taxes includes the previously discussed gains from the sale of beer distribution rights in California and the Port Aventura theme park sale in Spain. Excluding these normalisation items, pre-tax income increased 4.5 per cent. (see page 274 to 275). Reported U.S. beer pre-tax income increased $75 million, or 3 per cent. on higher revenue per barrel and increased beer volume partially offset by higher production costs and marketing spending,

272 particularly for Anheuser-Busch’s import beer portfolio. Excluding the gain on the sale of distribution rights, U.S. beer pre-tax income increased 2 per cent., as shown below.

2007 2006 Change Reported U.S. Beer pre-tax income ...... $2,784.0 $2,709.2 2.8% Gain on sale of distribution rights ...... (26.5) — (1.0)% U.S. Beer pre-tax excluding gain ...... $2,757.5 $2,709.2 1.8%

International beer pre-tax income increased $17 million, or 22 per cent. due primarily to increased profits in China, Canada and Mexico, partially offset by lower results in the United Kingdom. Packaging segment pre-tax income increased $31 million, or 22 per cent. on improved performance for all packaging businesses, led by higher can manufacturing and recycling profits. Entertainment segment pre-tax results improved $30 million, or 13 per cent. on increased attendance and higher ticket pricing and in-park spending.

Income Before Income Taxes – 2006 vs. 2005 On a reported basis, 2006 income before income taxes increased 11 per cent., or $220 million due to higher profits in U.S. beer and entertainment operations. Pre-tax income increased 6 per cent., when excluding from 2005 results both the $105 million pre-tax litigation settlement charge and the $15.4 million pre-tax gain from the sale of the theme park interest in Spain (see page 274 to 275). Income before income taxes for U.S. beer was up 3 per cent., or $83 million on higher volume, increased revenue per barrel and lower marketing costs, partially offset by higher beer production costs. Higher costs are primarily attributable to increased costs for aluminium and other packaging materials and energy. International beer pre-tax income decreased 11 per cent., or $10 million due to lower earnings in the United Kingdom partially offset by increased profits in China, Canada, Ireland and Mexico. Packaging segment pre-tax income was up 2.5 per cent., or $4 million primarily due to higher can manufacturing profits. Entertainment segment pre-tax results improved 13 per cent., or $27 million on increased attendance and in-park spending, partially offset by higher park operating expenses and marketing costs.

Equity Income, Net of Tax Equity income of $662 million in 2007 represented an increase of $73 million, or 12.5 per cent. versus $589 million in 2006. The increase is primarily due to Grupo Modelo volume increases, benefits from Modelo’s Crown joint venture and a $29 million benefit from the return of advertising funds that were part of prior import contracts. Equity income in 2007 includes Anheuser-Busch’s $16 million pro rata share of a charge by Grupo Modelo for the restructuring of Modelo’s domestic distribution system and C-store closings. Excluding this charge, equity income increased 15 per cent. in 2007 (see page 274 to 275). Equity income for 2006 increased $91 million, or 18 per cent. versus prior year primarily due to Grupo Modelo volume increases, pricing growth in Mexico and a lower Mexican income tax rate.

Net Income and Diluted Earnings Per Share Diluted earnings per share for all years benefited from Anheuser-Busch’s ongoing share repurchase programme. Reported net income and diluted earnings per share for 2007 were $2.1 billion and $2.79, respectively. Net income increased $150 million, or 8 per cent. compared to 2006 while diluted earnings per share increased 10 per cent., or $0.26 for the same period. Comparisons of net income and earnings per share for 2007 versus 2006 include the gains from the sales of distribution rights in southern California and the remaining interest in the Spanish theme park and Anheuser-Busch’s portion of Modelo’s restructuring charge in 2007, plus a $7.8 million benefit from the reduction of deferred income taxes due to state income tax reform legislation in Texas in 2006. Excluding these normalisation items to enhance comparability, net income increased 7.5 per cent. and diluted earnings per share increased 10 per cent. (see page 274 to 275). Anheuser-Busch reported 2006 net income of $2.0 billion, a $221 million, or 13 per cent. increase versus prior year. Diluted earnings per share increased $0.30, or 13.5 per cent. to $2.53 for the same

273 period. Comparisons of net income and earnings per share between 2006 and 2005 are impacted by income tax legislation events in both years, as well as the 2005 litigation settlement and pre-tax gain on the sale of a portion of the Spanish theme park investment. In 2006, Anheuser-Busch recognised the gain from state tax reform legislation in Texas, while in 2005 Anheuser-Busch recognised a similar gain of $7.2 million due to tax reform legislation in Ohio, incurred a $3.5 million favourable tax impact from the sale of the Spanish theme park and reported a $6.8 million favourable settlement of certain Chilean taxes associated with the previous sale of Anheuser-Busch’s equity stake in CCU. Excluding these normalisation items to enhance comparability, net income and diluted earnings per share for 2006 increased 8.5 per cent. and 9 per cent., respectively (see below and page 275).

Diluted Earnings per Share (in dollars) $2.79 $2.62 $2.53 $2.34 $2.23

03 04 05 06 07 2JAN200920455068 The following summary is provided to make direct comparisons of results easier for 2007 and 2006 versus prior years by excluding normalisation items previously discussed (in $ millions, except per share (in $)). Anheuser-Busch believes excluding normalisation items better illustrates underlying results by providing a consistent basis of comparison.

Income Before Provision Diluted Income for Income Equity Earnings Taxes Taxes Income Net Income Per Share 2007 Reported ...... $2,422.7 $(969.8) $662.4 $2,115.3 $2.79 Gain on sale of Spanish theme park .... (16.0) 6.1 — (9.9) (.01) Gain on sale of distribution rights ...... (26.5) 10.2 — (16.3) (.02) Modelo restructuring ...... — — 16.0 16.0 0.2 Excluding normalisation items ...... $2,380.2 $(953.5) $678.4 $2,105.1 $2.78 Percentage Change – 2007 vs. 2006 Reported ...... 6.4% 12.5% 7.6% 10.3% Excluding normalisation items ...... 4.5% 15.2% 7.5% 10.3% 2006 Reported ...... $2,276.9 $(900.5) $588.8 $1,965.2 $2.53 Texas income tax legislation benefit ..... — (7.8) — (7.8) (.01) Excluding normalisation item ...... $2,276.9 $(908.3) $588.8 $1,957.4 $2.52 Percentage Change – 2006 vs. 2005 Reported ...... 10.7% 18.2% 12.7% 13.5% Excluding normalisation items ...... 6.1% 18.2% 8.5% 9.1%

Income Taxes Anheuser-Busch’s fourth quarter effective income tax rate is typically higher than during the rest of the year due to the granting of incentive stock options for which Anheuser-Busch cannot assume a future tax deduction. Anheuser-Busch’s effective income tax rate of 40.0 per cent. in 2007 represents an increase of 50 basis points versus 2006, primarily due to higher taxes on foreign earnings, a lower benefit from capital loss utilisation in 2007 and the one-time deferred tax benefit in 2006 from Texas tax legislation. These increases were partially offset by a higher domestic manufacturing deduction rate. Excluding the

274 gains on the distribution rights and Port Aventura sale, the Modelo restructuring charge and the 2006 Texas tax legislation benefit, the effective tax rate was 40.1 per cent., up 20 basis points versus 2006. Anheuser-Busch’s effective tax rate for 2006 was 39.5 per cent., up 10 basis points for the year, and includes a benefit from partial utilisation of the litigation settlement capital loss. Excluding the $7.8 million Texas tax legislation benefit from 2006, the effective rate was 39.9 per cent., an increase of 70 basis points primarily due to higher taxes on foreign earnings. This comparison excludes from 2005 the tax impacts of the limited deductibility of the litigation settlement, the $3.5 million benefit related to the partial sale of the Spanish theme park, the $6.8 million for the settlement of CCU tax matters and the $7.2 million Ohio tax legislation benefit.

Employee Related Costs Employee related costs were $2.8 billion in 2007, an increase of $159 million, or 6 per cent. versus 2006. These costs totalled $2.7 billion in 2006, an increase of $89 million, or 3.5 per cent. versus 2005 costs of $2.6 billion which had increased $45 million versus the prior year. The changes in employee related costs primarily reflect changes in annual compensation and benefits expense. Annual compensation totalled $2.1 billion in 2007 and $2.0 billion in 2006, representing increases of $126 million in 2007 and $64 million in 2006. The remainder of employee related costs consists of pension, health care and life insurance benefits, 401(k) expense and payroll taxes. Anheuser-Busch had 30,849 full-time employees at 31 December 2007. Full-time employees numbered 30,183 at the end of 2006.

Employee-Related Costs (dollars in millions) $2,832.3 $2,673.7 $2,584.4 $2,539.6 $2,369.4

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Other Taxes In addition to income taxes, Anheuser-Busch is significantly impacted by other federal, state and local taxes, most notably beer excise taxes. Taxes related to 2007 operations, not including the many indirect taxes included in materials and services purchased, totalled $3.5 billion, an increase of 3.9 per cent. versus total taxes in 2006 of $3.4 billion. The increase in 2007 reflects higher beer excise taxes due to increased beer volume, and increased income taxes due to higher pre-tax earnings. Tax expense in 2006 increased 3.4 per cent. compared with total taxes of $3.3 billion in 2005. These figures highlight the significant tax burden on Anheuser-Busch and the entire brewing industry. Proposals to increase excise taxes on beer are addressed by Anheuser-Busch and the brewing industry every year. Anheuser-Busch understands that spending cuts or temporary tax increases may be necessary for states to address budget concerns; however, Anheuser-Busch believes that states should accomplish this objective in the most efficient and least harmful way possible. Anheuser-Busch does not believe excise taxes, which are regressive and primarily burden working men and women, are the solution. To ensure its views on this important matter are known, Anheuser-Busch and industry representatives meet proactively on an ongoing basis with legislators and administration officials from various states to present arguments against increases in beer excise taxes.

Return on Capital Employed Value for shareholders is created when companies earn rates of return in excess of their cost of capital. Anheuser-Busch views the rate of return on capital employed to be an important performance measure because it gauges how efficiently Anheuser-Busch is deploying its capital assets. Also, increases

275 in the rate are often considered by the investment community to be a strong driver of stock price, especially in conjunction with earnings per share growth. Anheuser-Busch’s rate of return on capital employed was 16.6 per cent. in 2007, compared to 15.6 per cent. in 2006. Return on capital employed is computed as net income for the year plus after-tax net interest (interest expense less interest capitalised), divided by average net investment. Net investment is defined as total assets less non-debt current liabilities. The return on capital employed ratio measures after-tax performance; therefore net interest cost is tax-effected in the computation for consistency. After-tax net interest expense was $290 million in 2007 and $269 million in 2006 calculated as pre-tax net interest expense of $467 million and $434 million, respectively, less income taxes applied at an assumed 38 per cent. rate.

Liquidity and Financial Condition Anheuser-Busch’s strong financial position allows it to pursue its growth strategies while also providing substantial returns to shareholders. Accordingly, Anheuser-Busch has established the following priorities for its available cash: • Investing in core businesses to enhance profit growth. This includes capital expenditures in existing operations, and acquisitions and investments to enhance Anheuser-Busch’s long-term earnings growth. • Returning cash to shareholders by consistently increasing dividends in line with growth in earnings per share, and share repurchasing, consistent with Anheuser-Busch’s leverage target. Anheuser-Busch considers its cash flow to total debt ratio to be one of the most important indicators of leverage, and currently targets a ratio between 25 per cent. and 30 per cent. Cash flow to total debt is defined as: operating cash flow before the change in working capital, adjusted for pension contributions less service costs; divided by total debt, adjusted to include the funded status of Anheuser-Busch’s single employer defined benefit pension plans. Based on its specific financial position and risk tolerance, Anheuser-Busch believes this leverage target strikes the best balance between a low cost-of-capital and maintaining adequate financial flexibility. Anheuser-Busch’s ratio of cash flow to total debt was 31.8 per cent. in 2007 and 32.7 per cent. in 2006.

Ratio of Cash Flow to Total Debt 36.9% 35.1% 32.7% 31.8% 29.5%

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Sources and Uses of Cash Anheuser-Busch’s primary source of liquidity is cash provided by operations. Principal uses of cash are capital expenditures, business investments, dividends and share repurchases. Cash generated by each of Anheuser-Busch’s business segments is projected to exceed funding requirements for that segment’s anticipated capital expenditures. Corporate spending on share repurchases and dividend payments, plus possible additional acquisitions, may require the net issuance of debt as Anheuser-Busch maintains its cash flow to total debt ratio within its target range. The use of debt financing lowers Anheuser-Busch’s overall cost of capital and the extent and timing of external financing will vary depending on Anheuser-Busch’s evaluation of existing market conditions and other factors. Anheuser- Busch uses its share repurchase programme to manage its leverage position, and typically operates at a working capital deficit as it manages its cash flows. Anheuser-Busch had working capital deficits of $279 million and $417 million, at 31 December 2007 and 2006, respectively. Cash at 31 December 2007 was $283 million, an increase of $64 million versus 2006. Anheuser- Busch generated operating cash flow before the change in working capital of $3.0 billion, an increase of

276 $443 million over 2006 and due primarily to increased earnings, higher Grupo Modelo dividends in 2007, $403 million versus $240 million, and a lower discretionary defined benefit pension contribution in 2007, $85 million compared to $214 million in 2006.

Operating Cash Flow Before the Change in Working Capital (dollars in millions) $3,096.6 $2,963.1 $2,912.5 $2,651.6 $2,520.6

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Off-Balance Sheet Obligations, Commitments and Contingencies Anheuser-Busch has a long history of paying dividends and expects to continue paying dividends each year. Anheuser-Busch also has an active share repurchase programme and anticipates continued share repurchase in the future. However, Anheuser-Busch has no commitments or obligations related to dividends, or for the repurchase or pledging of shares. Anheuser-Busch has cash commitments in the normal course of business, including operating leases. Anheuser-Busch has no off-balance sheet obligations specifically structured to provide earnings or tax benefits, or to avoid recognition or disclosure of assets or liabilities. Anheuser-Busch’s 9 per cent. debentures due 2009, 5.5 per cent. notes due 2018 and 6.45 per cent. debentures due 2037 permit holders to require repayment of the debt prior to its maturity after a decline in Anheuser-Busch’s credit rating below investment grade. The credit downgrade must either be preceded by or result from a change in control. The total outstanding balance for this debt at 31 December 2007 is $1.35 billion. The 5.35 per cent. notes due 2023 permit beneficiaries of deceased note owners to require repayment of the debt at any time prior to maturity, subject to an annual limit of $25,000 per decedent and a cap on aggregate redemptions of $3.6 million per year. Anheuser-Busch redeemed $2.5 million of these notes in 2007 and $2.8 million in 2006. Anheuser-Busch’s future cash commitments are shown below, as of 31 December 2007 (in millions).

2009 and 2011 and 2013 and 2008 2010 2012 Thereafter Total Capital expenditures ...... $128 $82 $— $— $210 Operating leases ...... 126 62 37 263 488 Uncertain tax benefits ...... 12——99111 Brewing and packaging materials . . 509 490 292 228 1,519 Unfunded benefits payments ..... 140 146 152 402 840 Interest payments ...... 476 871 750 5,216 7,313 Maturities of long-term debt ..... 305 753 869 7,213 9,140 Royalty arrangements ...... 95 196 204 1,689 2,184 $1,791 $2,600 $2,304 $15,110 $21,805

Capital Expenditures During the next five years, Anheuser-Busch will continue capital expenditure programmes designed to take advantage of growth and productivity improvement opportunities for its beer, packaging and entertainment operations. Anheuser-Busch has a formal and intensive review procedure for the authorisation of capital expenditures, with the most important financial measure of acceptability for a discretionary capital project being the degree to which its projected discounted cash flow return on investment exceeds Anheuser-Busch’s cost of capital.

277 Capital expenditures were $870 million in 2007 and $813 million in 2006, and totalled $4.9 billion during the past five years. Anheuser-Busch expects capital expenditures of approximately $975 million in 2008 and is projecting capital spending during the five-year period 2008-2012 of approximately $4.6 billion. See Note 13, ‘‘Business Segments’’, of the Notes to the audited consolidated financial statements of Anheuser-Busch included in this Annex A for information on capital expenditures by business segment.

Capital Expenditures/Depreciation and Amortisation (dollars in millions) Capital Expenditures Depreciation and Amortisation $1,136.7 $1,089.6 $996.2 $993.0 $988.7 $979.0 $932.7 $877.2 $870.0 $812.5

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Financing Activities Anheuser-Busch’s debt balance increased a total of $1.5 billion in 2007, compared with a decrease of $319 million in 2006. Details of debt increases and decreases for the last two years follow.

Changes in Debt

Amount Interest Rate Description (in million) (fixed unless noted) 2007 Increases: U.S. dollar notes ...... $817.2 $500.0 at 5.5%; $300.0 at 5.6%; $17.2 at 5.54% U.S. dollar debentures ...... 500.0 6.45% Commercial paper ...... 379.8 5.16% wtd. avj., floating Industrial revenue bonds ...... 14.5 5.34% wtd. avg. Other, net ...... 40.3 Various Total increases ...... 1,751.8 Decreases: U.S. dollar debentures ...... 250.0 7.125% Chinese yuan-denominated notes ...... 10.1 5.74% wtd. avg. U.S. dollar notes ...... 2.5 5.35% Other, net ...... 2.4 Various Total decreases ...... 265.0 Net increase in debt ...... $1,486.8

278 Amount Interest Rate Description (in million) (fixed unless noted) 2006 Increases: U.S. dollar debentures ...... $300.0 5.75% Industrial revenue bonds ...... 17.7 4.98 wtd. avg. U.S. dollar notes ...... 17.3 5.54% Other, net ...... 11.3 Various Total increases ...... 346.3 Decreases: Commercial paper ...... 444.2 5.00% wtd. avg., floating U.S. dollar EuroNotes ...... 100.0 4.51% U.S. dollar notes ...... 52.8 $50.0 at 5.6%; $2.8 at 5.35% Chinese yuan-denominated notes ...... 43.8 5.41% wtd. avg. Industrial revenue bonds ...... 20.0 6.63% wtd. avg. Other, net ...... 4.1 Various Total decreases ...... 664.9 Net decrease in debt ...... $318.6

In addition to long-term debt, Anheuser-Busch issues commercial paper as a source of short-term financing. Commercial paper activity is supported by Anheuser-Busch’s committed $2.0 billion bank revolving credit agreement that expires in October 2010. This standby credit agreement, which has never been used, provides Anheuser-Busch with an immediate and continuing source of liquidity. Commercial paper borrowings generally fluctuate in conjunction with the seasonality of operations and the timing of long-term debt issuance, with Anheuser-Busch experiencing its strongest net positive cash flows in the second and third quarters of the year, and relatively lower net cash flows in the first and fourth quarters. Peak commercial paper borrowings of $1.0 billion and $1.4 billion occurred in December 2007 and February 2006, respectively. Lowest commercial paper borrowings were $285 million in June 2007 and zero in September 2006. Average monthly commercial paper balances outstanding were $720 million during 2007 and $600 million during 2006. In 2006, Anheuser-Busch executed a long-term lease with the City of New York for land to which Anheuser-Busch will relocate its New York beer distribution facility. Anheuser-Busch is constructing a new warehouse, distribution, vehicle maintenance and office complex on the site as well as making extensive site development improvements for a total cost of approximately $81 million. The development site is located in a low-income distressed area of New York City and investment in the construction project qualifies for certain federal economic development tax incentives. To obtain the tax incentives, Anheuser-Busch entered into agreements with Banc of America Community Development Corporation, Enterprise Community Investment, Inc. and certain affiliates that provided $46 million in construction financing, in the form of a project investment of $11 million and loan proceeds totalling $35 million. The $11 million investment is related to the development tax incentives and is being recognised by Anheuser-Busch as a reduction in its cost of financing over the seven-year term of the borrowing.

Share Repurchase Anheuser-Busch spent $2.7 billion and $746 million to repurchase 53.6 million and 16.7 million Anheuser-Busch common shares in 2007 and 2006, respectively. Anheuser-Busch uses its share repurchase programme to manage its capital structure consistent with its cash flow to total debt ratio leverage target. Anheuser-Busch has historically repurchased significantly more shares each year than it has issued under stock compensation plans, and has repurchased an average of 3 per cent. of net shares outstanding annually during the last 10 years. All shares are repurchased under authorisation of the Board, the latest of which was a 100 million share authorisation in December 2006. Also see Note 11 of the Notes to the audited consolidated financial statements of Anheuser-Busch included in this Annex A.

279 Dividends Dividends are paid in the months of March, June, September and December of each year. Cash dividends paid to shareholders were $932 million in 2007 and $872 million in 2006. In the third quarter of 2007, effective with the September dividend, the Board increased the quarterly dividend rate from $0.295 to $0.33 per share. This increased annual dividends to $1.25 per share, a 10.6 per cent. increase compared with $1.13 per share in 2006. The dividend rate in 2006 reflected an increase of 9.7 per cent. versus the rate of $1.03 per share in 2005. Quarterly dividends per share for the first and second halves of the year, respectively, were $0.295 and $0.33 for 2007 and $0.27 and $0.295 for 2006.

Net Income/Dividends Paid (dollars in millions) Net Income Dividends $2,118.7 $2,115.3 $1,962.5 $1,965.2 $1,744.4 $932.4 $871.6 $800.8 $742.8 $685.4 03 04 05 06 072JAN200920455486

Common Stock At 31 December 2007, registered common stock shareholders numbered 49,732 compared with 51,888 at the end of 2006. Anheuser-Busch’s common stock is listed on the New York Stock Exchange under the symbol BUD. The closing price of Anheuser-Busch’s common stock at 31 December 2007 and 2006 was $52.34 and $49.20, respectively. Following are comparative 2007 and 2006 quarterly high and low closing prices for BUD.

Price Range of Anheuser-Busch Common Stock (BUD)

2007 2006 High Low High Low First quarter ...... $51.75 $47.97 $43.98 $40.42 Second quarter ...... $54.41 $49.19 $46.96 $41.90 Third quarter ...... $52.31 $46.95 $49.91 $45.19 Fourth quarter ...... $53.58 $48.74 $49.38 $46.14

Critical Accounting Policies The SEC defines a critical accounting policy as a policy for which there is a choice among alternatives available under U.S. generally accepted accounting principles (‘‘U.S. GAAP’’), and for which choosing a legitimate alternative would yield materially different results. Outlined below are the accounting policies that Anheuser-Busch believes are essential to a full understanding of Anheuser- Busch’s operations and financial results. All Anheuser-Busch’s accounting policies are in compliance with U.S. GAAP.

Revenue Recognition Anheuser-Busch’s revenue recognition policies are simple, straightforward and comply with SEC Staff Accounting Bulletin No. 101, ‘‘Revenue Recognition in Financial Statements’’. Anheuser-Busch recognises revenue only when title transfers or services have been rendered to unaffiliated customers, based on negotiated arrangements and normal industry practices. As such, alternative recognition and accounting methods are not available to Anheuser-Busch.

Equity Method Accounting Anheuser-Busch applies the equity method of accounting whenever it believes it can exert significant influence on an investee of Anheuser-Busch, typically 20 per cent. to 50 per cent. owned investments. Equity accounting involves recognising Anheuser-Busch’s pro rata share of the net

280 earnings of investee companies in the income statement. Cash is received and recognised (as a reduction of Anheuser-Busch’s investment, not equity income) only when distributed by the investee company. As an equity investor, Anheuser-Busch does not control the amount or timing of cash distributions by investees. Anheuser-Busch provides incremental U.S. deferred income taxes on equity earnings in excess of dividends received. In 2007, Anheuser-Busch had equity income of $662.4 million and received cash distributions from investees of $413.3 million. In 2006, Anheuser-Busch recognised equity income of $588.8 million and received cash distributions from investees of $247.0 million. Consolidation of Anheuser-Busch’s equity investees would not be appropriate because Anheuser-Busch does not have control of these entities. Therefore, alternative accounting methods are not available. See Note 2 of the Notes to the audited consolidated financial statements of Anheuser-Busch included in this Annex A for additional information.

Derivatives Anheuser-Busch’s use of derivative financial instruments is limited to hedges of either firm commitments or anticipated transactions that expose Anheuser-Busch to cash flow or fair value fluctuations in the ordinary course of business. Anheuser-Busch policy expressly prohibits active trading or speculating with derivatives. All Anheuser-Busch’s derivative holdings are designated as hedges of specific underlying business activities, which creates the potential for matching gains and losses on derivatives with corresponding losses and gains on the underlying transactions. Given Anheuser-Busch’s policy to use only derivatives that are closely related to the underlying transactions, the accounting alternative would be to voluntarily forgo the opportunity for income statement matching of gains and losses, which could introduce volatility into Anheuser-Busch’s quarterly and annual earnings based on the changes in the market values of the derivatives.

Advertising and Promotional Costs Advertising and promotional activities are a key element of Anheuser-Busch’s strategy, and represent significant annual costs incurred by Anheuser-Busch. Advertising production costs are accumulated and expensed the first time the advertisement is shown, while advertising media costs are expensed as incurred. Both of these approaches are acceptable under GAAP and Anheuser-Busch applies each consistently, based on the nature of the spending. Applying either method exclusively would not materially alter the timing of expense recognition. Sales promotion costs are recognised as a reduction of sales when incurred, as required by GAAP. There are no alternative accounting methods available.

Post-retirement Pension, Health Care and Insurance Benefits Anheuser-Busch provides pension plans covering substantially all of its regular employees. The accounting for the majority of these plans under FAS No. 87, ‘‘Employer’s Accounting for Pensions’’, requires that Anheuser-Busch use three key assumptions when computing estimated annual pension expense. These assumptions are the long-term rate of return on plan assets, the discount rate applied to the projected pension benefit obligation and the long-term growth rate for salaries. Of the three key assumptions, only the discount rate is determined by observable market pricing, and it is based on the interest rate derived from matching future pension benefit payments with expected cash flows from high-quality, long-term corporate debt for the same periods. The discount rate used to value Anheuser-Busch’s pension obligation at any year-end is used for expense calculations the next year – e.g., the 31 December 2007 rate is being used for 2008 expense calculations. For the rates of return on plan assets and salary growth, Anheuser-Busch uses estimates based on experience as well as future expectations. Due to the long-term nature of pension liabilities, Anheuser-Busch attempts to choose rates for these assumptions that will have long-term applicability. See Note 5 of the Notes to the audited consolidated financial statements of Anheuser-Busch included in this Annex A for information on the impact of a 1 per cent. change in key pension assumptions. Anheuser-Busch provides health care and life insurance coverage for most of its retirees after they achieve certain age and years of service requirements. Under FAS No. 106, ‘‘Employers’ Accounting for Post-retirement Benefits Other than Pensions’’, Anheuser-Busch is required to estimate the discount rate and future health care cost inflation rate in order to determine annual retiree health care and life insurance expense, and to value the related post-retirement benefit liability on the balance sheet. Similar to pensions, the discount rate is determined by observable market rates, and it is based on the

281 interest rate derived from matching future post-retirement benefits payments with expected cash flows from high-quality, long-term corporate debt for the same periods. Health care inflation rates are recommended by Anheuser-Busch’s actuarial consultants each year. See Note 5 of the Notes to the audited consolidated financial statements of Anheuser-Busch included in this Annex A for information on the impact of a 1 per cent. change in the assumed health care inflation rate.

Risk Management Through its operations and investments, Anheuser-Busch is exposed to foreign currency exchange, interest rate and commodity price risks. These exposures primarily relate to beer sales to foreign customers, foreign currency denominated capital expenditures, royalty receipts from foreign licence and contract brewers, acquisition of raw materials from both U.S. and foreign suppliers, dividends from equity investees and changes in interest rates. In addition to long-term supply agreements, Anheuser- Busch uses derivative financial instruments, including forward exchange contracts, futures contracts, swaps, and purchased options and collars, to manage certain of these exposures. Anheuser-Busch has been impacted by certain changes in underlying market conditions during 2007 and 2006, particularly cost pressures for commodities. There have been no significant changes in Anheuser-Busch’s philosophy and approach for managing these exposures, or in the types of derivative instruments used to hedge Anheuser-Busch’s risks. Anheuser-Busch has well-established policies and procedures governing the use of derivatives. Anheuser-Busch hedges only firm commitments or anticipated transactions in the ordinary course of business and corporate policy prohibits the use of derivatives for speculation, including the sale of freestanding instruments. Anheuser-Busch neither holds nor issues financial instruments for trading purposes. Specific hedging strategies used depend on several factors, including the nature of the underlying hedged item, the magnitude and volatility of the exposure, the cost and availability of appropriate hedging instruments, the anticipated time horizon, commodity basis exposure and potential opportunity cost. Anheuser-Busch’s overall risk management goal is to strike a balance between managing its exposures to market volatility while obtaining the most favourable transaction costs possible. Anheuser-Busch monitors the effectiveness of the majority of its hedging structures through regression analysis used to measure both the retrospective and prospective relationships between the expected cash flows or fair value associated with the underlying hedged exposure and the fair value of the derivative hedging instrument. The fair value of derivatives used is the amount Anheuser-Busch would pay or receive if terminating any contracts in the open market at a specified point in time. Where there is no basis risk and the anticipated time horizon makes regression analysis impractical, Anheuser-Busch monitors effectiveness by measuring the cash offset between changes in the value of the underlying hedged exposure and changes in the fair value of the derivative. Counterparty default risk is considered low because derivatives are either highly liquid exchange traded instruments with frequent margin position requirements, or over-the-counter instruments transacted with highly rated financial institutions. Bilateral collateral posting arrangements are in place with all over-the-counter derivatives counterparties, who are required to post collateral to Anheuser- Busch whenever the fair value of their positions reach specified thresholds favourable to Anheuser- Busch. The same collateral posting requirements and thresholds apply to Anheuser-Busch and its credit ratings if the fair value of its derivatives is unfavourable to Anheuser-Busch. All collateral must be cash, U.S. Treasury securities or letters of credit. At 31 December 2007, Anheuser-Busch held zero counterparty collateral and had zero collateral outstanding. Given the composition of Anheuser-Busch’s derivatives portfolio, current market prices for derivatives held and Anheuser-Busch’s credit rating, material funding needs arising from Anheuser-Busch’s collateral arrangements are not expected. Collateral thresholds are based on credit ratings from Moody’s and Standard & Poor’s, respectively, as follows (in millions).

Fair Value Thresholds for Collateral Posting Counterparties rated at least A2 or A ...... $30 Counterparties rated A3 and A– ...... $15 Counterparties rated below A3 or A– ...... $0

282 Following is a summary of potential unfavourable changes in the fair value of Anheuser-Busch’s derivative holdings under certain assumed market movements during the last two years (in millions).

2007 2006 Foreign Currency Risk – Forwards and Options ...... $0.6 $0.7 Interest Rate Risk – Interest Rate Swaps ...... $0.4 $0.3 Commodity Price Risk – Futures, Swaps and Options ...... $10.9 $13.8 The potential earnings volatility from derivatives is measured using value-at-risk (VAR) analysis for foreign currency and interest rate derivatives exposures, and sensitivity analysis for commodity price exposures. VAR forecasts fair value changes using a Monte Carlo statistical simulation model that incorporates historical correlations among various currencies and interest rates. The VAR model assumes that Anheuser-Busch could liquidate its currency and interest rate positions in a single day (one-day holding period). The volatility figures provided represent the maximum one-day loss Anheuser-Busch could experience on each portfolio at a 95 per cent. confidence level, based on market history and current conditions. Sensitivity analysis reflects the impact of a hypothetical 10 per cent. adverse change in the market price for Anheuser-Busch’s underlying price exposures. The volatility of foreign currencies, interest rates and commodity prices is dependent on many factors that cannot be forecasted with accuracy. Therefore, changes in fair value over time could differ substantially from the illustration. Also, the preceding derivatives volatility analyses ignore changes in the value of the underlying hedged transactions, although Anheuser-Busch expects largely offsetting impacts between changes in derivative values and changes in the pricing of the underlying hedged transactions. The average daily change in fair value for interest rate swaps in 2007 was $164,000, with a computed one-day high of $1.0 million and a one-day low of zero. The average daily change in fair value for foreign exchange derivatives in 2007 was $100,000, with a computed one-day high of $270,000 and a one-day low of $10,000. Average daily changes for foreign exchange derivatives are computed as the monthly variance in fair value divided by the number of business days in the month. Anheuser-Busch’s exposure to interest rate volatility related to its outstanding debt is low, because Anheuser-Busch predominantly issues fixed-rate debt. At 31 December 2007, fixed-rate debt with an approximate average maturity of 15.1 years represented 88 per cent. of Anheuser-Busch’s outstanding debt. Assuming the percentage of floating-rate debt at year-end remains constant in 2008, and including the impact of an existing fixed-to-floating interest rate swap, an immediate 100 basis points (1.0 percentage point) increase in Anheuser-Busch’s effective interest rate would result in incremental interest expense of approximately $11 million over the course of the full year.

Other Matters Fair Value of Modelo Investment The economic benefit of Anheuser-Busch’s Modelo investment can be measured in two ways: through equity income, which represents Anheuser-Busch’s pro rata share in the net earnings of Modelo, and by the excess of the fair market value of the investment over its cost. The excess of fair market value over Anheuser-Busch’s cost, based on Grupo Modelo’s closing stock price on the Mexican stock exchange (‘‘Bolsa’’) at 31 December 2007, was $8.7 billion. Although this amount is appropriately not reflected in Anheuser-Busch’s income statement or balance sheet, it represents economic value to Anheuser-Busch and its shareholders.

Certifications and Governance Anheuser-Busch has included the required CEO and CFO certifications regarding Anheuser- Busch’s public disclosure as exhibits to its 2007 annual report on Form 10-K filed with the SEC. Also, a CEO certification regarding Anheuser-Busch’s compliance with corporate governance listing standards has been submitted to the New York Stock Exchange, as required by its listing rules. Available on Anheuser-Busch’s website, www.anheuserbusch.com, are charters for all standing committees of the Board (including audit, compensation and corporate governance); code of business conduct for directors, officers and employees; and Anheuser-Busch’s corporate governance guidelines.

283 Environmental Issues Anheuser-Busch is strongly committed to environmental protection and through its environmental management system provides specific guidance for how the environment must be factored into business decisions and mandates special consideration of environmental issues in conjunction with other business issues when any of Anheuser-Busch’s facilities or business units plans capital projects or changes in processes. Anheuser-Busch also encourages its suppliers to adopt similar environmental management practices and policies. Anheuser-Busch is subject to federal, state and local environmental protection laws and regulations and is operating within such laws or is taking action aimed at assuring compliance with such laws and regulations. Compliance with these laws and regulations is not expected to materially affect Anheuser- Busch’s competitive position. It is the opinion of management that potential costs, either individually or in the aggregate, related to any federal or state designated cleanup sites for which Anheuser-Busch has been identified as a potentially responsible party will not materially affect Anheuser-Busch’s financial position, results of operations or liquidity.

284 INDEX TO FINANCIAL STATEMENTS Financial Statements of Anheuser-Busch Companies, Inc. Financial Statements and Schedules of Anheuser-Busch Companies, Inc., as extracted from the Anheuser-Busch annual report on Form 10-K for the year ended 31 December 2007 filed with the Securities and Exchange Commission 29 February 2008

Report of Independent Registered Public Accounting Firm ...... 286 Consolidated Balance Sheet at 31 December 2007 and 2006 ...... 287 Consolidated Statement of Income for the two years ended 31 December 2007 ...... 288 Consolidated Statement of Changes in Shareholders’ Equity for the two years ended 31 December 2007 ...... 289 Consolidated Statement of Cash Flows for the two years ended 31 December 2007 ...... 290 Notes to the Consolidated Financial Statements and Supplementary Information ...... 291 Supplemental Financial Information ...... 314 Report of Independent Registered Public Accounting Firm on Financial Statement Schedule for the two years ended 31 December 2007 ...... 316 Valuation and Qualifying Accounts and Reserves ...... 317 Ratio of Earnings to Fixed Charges ...... 318

Financial Statements of Anheuser-Busch Companies, Inc., as extracted from the Anheuser-Busch quarterly report on Form 10-Q for the period ended 30 June 2008 filed with the Securities and Exchange Commission on 25 July 2008 Anheuser-Busch Companies, Inc. and Subsidiaries Consolidated Balance Sheet (Unaudited) ...... 319 Anheuser-Busch Companies, Inc. and Subsidiaries Consolidated Statement of Income (Unaudited) ...... 320 Anheuser-Busch Companies, Inc. and Subsidiaries Consolidated Statement of Cash Flows (Unaudited) ...... 321 Anheuser-Busch Companies, Inc. and Subsidiaries Notes to the Unaudited Consolidated Financial Statements ...... 322 Anheuser-Busch Companies, Inc. and Subsidiaries Consolidated Ratio of Earnings to Fixed Charges ...... 327

Financial Statements of Anheuser-Busch Companies, Inc., as extracted from the Anheuser-Busch quarterly report on Form 10-Q for the period ended 30 September 2008 filed with the Securities and Exchange Commission on 6 November 2008 Anheuser-Busch Companies, Inc. and Subsidiaries Consolidated Balance Sheet (Unaudited) ...... 328 Anheuser-Busch Companies, Inc. and Subsidiaries Consolidated Statement of Income (Unaudited) ...... 329 Anheuser-Busch Companies, Inc. and Subsidiaries Consolidated Statement of Cash Flows (Unaudited) ...... 330 Anheuser-Busch Companies, Inc. and Subsidiaries Notes to the Unaudited Consolidated Financial Statements ...... 331 Anheuser-Busch Companies, Inc. and Subsidiaries Consolidated Ratio of Earnings to Fixed Charges ...... 336 The financial statements and schedules extracted from Form 10-K and Form 10-Q have been reproduced as filed by Anheuser-Busch with the SEC. The terms ‘‘Company’’ or ‘‘company’’ in such extracted financial statements and schedules refer to Anheuser-Busch Companies, Inc.

285 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Anheuser-Busch Companies, Inc. In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, changes in shareholders equity and cash flows present fairly, in all material respects, the financial position of Anheuser-Busch Companies, Inc. and its subsidiaries at 31 December 2007 and 2006, and the results of their operations and their cash flows for each of the three years in the period ended 31 December 2007 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of 31 December 2007, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. As discussed in Note 5 to the consolidated financial statements, the Company adopted Statement of Financial Accounting Standard No. 158, ‘‘Employer’s Accounting for Defined Benefit Pension and Other Post-retirement Plans’’, as of 31 December 2006. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PricewaterhouseCoopers LLP St. Louis, MO 27 February 2008

286 CONSOLIDATED BALANCE SHEET

Year Ended 31 December 2007 2006 (in $ millions, except per share (in $)) Assets Current Assets Cash ...... $283.2 $219.2 Accounts receivable ...... 805.2 720.2 Inventories ...... 723.5 694.9 Other current assets ...... 212.6 195.2 Total current assets ...... 2,024.5 1,829.5 Investments in affiliated companies ...... 4,019.5 3,680.3 Plant and equipment, net ...... 8,833.5 8,916.1 Intangible assets, including goodwill of $1,134.6 and $1,077.8, respectively . . 1,547.9 1,367.2 Other assets ...... 729.6 584.1 Total Assets ...... $17,155.0 $16,377.2 Liabilities and Shareholders Equity Current Liabilities Accounts payable ...... $1,464.5 $1,426.3 Accrued salaries, wages and benefits ...... 374.3 342.8 Accrued taxes ...... 106.2 133.9 Accrued interest ...... 136.4 124.2 Other current liabilities ...... 222.4 218.9 Total current liabilities ...... 2,303.8 2,246.1 Retirement benefits ...... 1,002.5 1,191.5 Debt...... 9,140.3 7,653.5 Deferred income taxes ...... 1,314.6 1,194.5 Other long-term liabilities ...... 242.2 152.9 Shareholders Equity Common stock, $1.00 par value, authorised 1.6 billion shares ...... 1,482.5 1,473.7 Capital in excess of par value ...... 3,382.1 2,962.5 Retained earnings ...... 17,923.9 16,741.0 Treasury stock, at cost ...... (18,714.7) (16,007.7) Accumulated non-owner changes in shareholders equity ...... (922.2) (1,230.8) Total Shareholders Equity ...... 3,151.6 3,938.7 Commitments and contingencies ...... — — Total Liabilities and Shareholders Equity ...... $17,155.0 $16,377.2

The footnotes on pages 291 through 313 of this report are an integral component of the company’s consolidated financial statements.

287 CONSOLIDATED STATEMENT OF INCOME

Year Ended 31 December 2007 2006 (in $ millions, except per share (in $)) Gross sales ...... 18,988.7 17,957.8 Excise taxes ...... (2,303.0) (2,240.7) Net sales ...... 16,685.7 15,717.1 Cost of sales ...... (10,836.1) (10,165.0) Gross profit ...... 5,849.6 5,552.1 Marketing, distribution and administrative expenses ...... (2,982.1) (2,832.5) Gain on sale of distribution rights ...... 26.5 — Litigation settlement ...... — — Operating income ...... 2,894.0 2,719.6 Interest expense ...... (484.4) (451.3) Interest capitalised ...... 17.4 17.6 Interest income ...... 3.9 1.8 Other income/(expense), net ...... (8.2) (10.8) Income before income taxes ...... 2,422.7 2,276.9 Provision for income taxes ...... (969.8) (900.5) Equity income, net of tax ...... 662.4 588.8 Net income ...... 2,115.3 1,965.2 Basic earnings per share ...... 2.83 2.55 Diluted earnings per share ...... 2.79 2.53 The footnotes on pages 291 through 313 of this report are an integral component of the company’s consolidated financial statements.

288 CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY

Year Ended December 31 2007 2006 (in $ millions, except per share (in $)) Common Stock, $1.00 Par Value Balance, beginning of period ...... 1,473.7 1,468.6 Shares issued under stock plans ...... 8.8 5.1 Balance, end of period ...... 1,482.5 1,473.7 Capital in Excess of Par Value Balance, beginning of period ...... 2,962.5 2,685.9 Stock compensation related ...... 135.7 138.2 Shares issued under stock plans ...... 283.5 138.4 Restricted stock cancellations ...... 0.4 — Balance, end of period ...... 3,382.1 2,962.5 Retained Earnings Balance, beginning of period ...... 16,741.0 15,698.0 Net income ...... 2,115.3 1,965.2 Common dividends paid (per share: 2007, $1.25; 2006, $1.13; 2005, $1.03) . . (932.4) (871.6) Deferred income tax adjustment ...... — (50.6) Balance, end of period ...... 17,923.9 16,741.0 Treasury Stock Balance, beginning of period ...... (16,007.7) (15,258.9) Treasury stock acquired ...... (2,707.1) (745.9) Stock compensation related ...... 0.2 — Restricted stock cancellations ...... (0.1) (2.9) Balance, end of period ...... (18,714.7) (16,007.7) Accumulated Non-owner Changes in Shareholders Equity Balance, beginning of period ...... (1,230.8) (913.8) Foreign currency translation gains/(losses) ...... 105.2 (70.2) Deferred hedging gains/(losses) ...... (2.0) 4.5 Deferred securities valuation gains/(losses) ...... (0.3) 1.0 Deferred retirement benefits costs ...... 205.7 159.7 Non-owner changes in shareholders equity, net of deferred income taxes . . . 308.6 95.0 Adoption impact of FAS No. 158 ...... — (412.0) Balance, end of period ...... (922.2) (1,230.8) Total Shareholders Equity ...... 3,151.6 3,938.7 Net Income and Non-owner Changes in Shareholders Equity Net income ...... 2,115.3 1,965.2 Non-owner changes in shareholders equity, net of deferred income taxes . . . 308.6 95.0 Combined Net Income and Non-owner Changes in Shareholders Equity . . . 2,423.9 2,060.2

The footnotes on pages 291 through 313 of this report are an integral component of the company’s consolidated financial statements.

289 CONSOLIDATED STATEMENT OF CASH FLOWS

Year Ended December 31 2007 2006 (in $ millions) Cash Flow from Operating Activities Net Income ...... 2,115.3 1,965.2 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortisation ...... 996.2 988.7 Stock compensation expense ...... 135.9 122.9 Decrease in deferred income taxes ...... (65.9) (45.8) Gain on sale of business ...... (42.5) — Undistributed earnings of affiliated companies ...... (249.1) (341.8) Other, net ...... 73.2 (168.6) Operating cash flow before the change in working capital ...... 2,963.1 2,520.6 (Increase)/Decrease in working capital ...... (23.5) 188.8 Cash provided by operating activities ...... 2,939.6 2,709.4 Cash Flow from Investing Activities Capital expenditures ...... (870.0) (812.5) New business acquisitions ...... (155.7) (101.0) Proceeds from sale of business ...... 41.6 — Cash used for investing activities ...... (984.1) (913.5) Cash Flow from Financing Activities Increase in debt ...... 1,708.2 334.8 Decrease in debt ...... (265.0) (663.3) Dividends paid to shareholders ...... (932.4) (871.6) Acquisition of treasury stock ...... (2,707.1) (745.9) Shares issued under stock plans ...... 304.8 143.5 Cash used for financing activities ...... (1,891.5) (1,802.5) Net increase/(decrease) in cash during the year ...... 64.0 (6.6) Cash, beginning of year ...... 219.2 225.8 Cash, end of year ...... 283.2 219.2

The footnotes on pages 291 through 313 of this report are an integral component of the company’s consolidated financial statements.

290 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1 Summary of Significant Accounting Policies ACCOUNTING PRINCIPLES AND POLICIES This summary of the significant accounting principles and policies of Anheuser-Busch Companies, Inc., and its subsidiaries is provided to assist in evaluating the company’s consolidated financial statements. These principles and policies conform to U.S. generally accepted accounting principles. The company is required to make certain estimates in preparing the financial statements that impact the reported amounts of certain assets, liabilities, revenues and expenses. All estimates are based on the company’s best information at the time and are in conformity with U.S. generally accepted accounting principles. Actual results could differ from the estimates, and any such differences are recognised when incurred.

PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the company and all its subsidiaries. The company consolidates all majority owned and controlled subsidiaries, uses the equity method of accounting for investments in which the company is able to exercise significant influence, and uses the cost method for all other equity investments. All significant intercompany transactions are eliminated. Minority interests in the company’s consolidated China subsidiaries are not material.

REVENUE RECOGNITION The company’s revenue recognition practices comply with Securities and Exchange Commission (SEC) Staff Accounting Bulletin No. 101, ‘‘Revenue Recognition in Financial Statements’’. The company recognises revenue only when legal title transfers or services have been rendered to unaffiliated customers. For malt beverages shipped domestically to independent wholesalers, title transfers on shipment of product from the company’s breweries. For company owned beer wholesalers, title transfers when products are delivered to retail customers. The company does not recognise any revenue when independent wholesalers sell the company’s products to retail customers. For international beer and packaging operations, title transfers on customer receipt. Entertainment operations recognise revenue when customers actually visit a park location, rather than when advance or season tickets are sold.

TRADE ACCOUNTS RECEIVABLE Trade accounts receivable are reported at net realisable value. This value includes an allowance for estimated uncollectible receivables, which is charged to the provision for doubtful accounts. Estimated uncollectible receivables are based on the amount and status of past-due accounts, contractual terms of the receivables and the company’s history of uncollectible accounts.

FOREIGN CURRENCY Financial statements of foreign subsidiaries where the local currency is the functional currency are translated into U.S. dollars using period-end exchange rates for assets and liabilities and average exchange rates during the period for revenues and expenses. Cumulative translation adjustments associated with net assets are reported in non-owner changes in equity and are not recognised in the income statement until the investment is sold. Exchange rate gains or losses related to foreign currency transactions are recognised in the income statement as incurred, in the same financial statement caption as the underlying transaction, and are not material for any year shown.

TAXES COLLECTED FROM CUSTOMERS Taxes collected from customers and remitted to tax authorities are state and federal excise taxes on beer shipments and local and state sales taxes on attendance, food service and merchandise transactions at the company’s theme parks. Excise taxes on beer shipments are shown in a separate line item in the consolidated income statement as reduction of gross sales. Sales taxes collected from customers are recognised as a liability, with the liability subsequently reduced when the taxes are remitted to the tax

291 authority. Entertainment operations collected from customers and remitted to tax authorities total sales taxes of $67.4 million and $62.0 million, respectively, in 2007 and 2006.

DELIVERY COSTS In accordance with EITF 00-10, ‘‘Accounting for Shipping and Handling Fees and Costs’’, the company reports pass-through freight costs on beer shipped to independent beer wholesalers in cost of sales. Reimbursements of these costs by wholesalers are reported in sales. Costs incurred by company owned beer wholesalers to deliver beer to retail customers are included in marketing, distribution and administrative expenses. These costs are considered marketing related because in addition to product delivery, drivers provide substantial marketing and other customer service functions to retailers including product display, shelf space management, distribution of promotional materials, draught line cleaning and product rotation. Delivery costs associated with company owned beer wholesalers totalled $304.5 million and $274.1 million, respectively, in 2007 and 2006.

ADVERTISING AND PROMOTIONAL COSTS Advertising production costs are deferred and expensed the first time the advertisement is shown. Advertising media costs are expensed as incurred. Advertising costs are recognised in marketing, distribution and administrative expenses and totalled $782.7 million in 2007 and $771.2 million in 2006. Sales promotion costs are recognised as a reduction of sales when incurred, and totalled $688.6 million in 2007 and $675.3 million in 2006.

FINANCIAL DERIVATIVES Anheuser-Busch uses financial derivatives to mitigate the company’s exposure to volatility in commodity prices, interest rates and foreign currency exchange rates. The company hedges only exposures in the ordinary course of business and company policy prohibits holding or trading derivatives for profit. The company accounts for its derivatives in accordance with FAS No. 133, ‘‘Accounting for Derivative Instruments and Hedging Activity’’, which requires all derivatives to be carried on the balance sheet at fair value and meet certain documentary and analytical requirements to qualify for hedge accounting treatment. Hedge accounting creates the potential for an income statement match between the changes in fair values of derivatives and the changes in cost or values of the associated underlying transactions, generally in cost of sales, but also in marketing, distribution and administrative expense. By policy, derivatives held by the company must be designated as hedges of specific exposures at inception, with an expectation that changes in the fair value will essentially offset the change in cost or value for the underlying exposure. Liquidation of derivative positions is required whenever it is subsequently determined that an underlying transaction is not going to occur, with any gains or losses recognised in the income statement on liquidation. Fair values of derivatives are determined from market observation or dealer quotation. Commodities derivatives outstanding at 31 December 2007 all have initial terms of three years or less and the associated underlying transactions are expected to occur within that time frame. Option premiums paid to counterparties are initially recorded as assets and subsequently adjusted to fair value each period, with the effective portion of the change in fair value reported in non-owner changes in equity until the underlying transaction occurs. Amounts due from counterparties (unrealised hedge gains) or owed to counterparties (unrealised hedge losses) are included in current assets and current liabilities, respectively. See Note 3 for additional information on underlying hedge categories, notional and fair values of derivatives, types and classifications of derivatives used, and gains and losses from hedging activity.

INCOME TAXES The provision for income taxes is based on the income and expense amounts reported in the consolidated statement of income. Deferred income taxes are recognised for the effect of temporary differences between financial reporting and tax filing in accordance with the requirements of

292 FAS No. 109, ‘‘Accounting for Income Taxes’’. See Note 7 for additional information on the company’s provision for income taxes, deferred income tax assets and liabilities and effective tax rate. In the first quarter of 2007, the company adopted FASB Interpretation No. 48, ‘‘Accounting for Uncertainty in Income Taxes’’. Under the Interpretation, realisation of an uncertain income tax position must be estimated as ‘‘more likely than not’’ (i.e., greater than 50 per cent. likelihood of receiving a benefit) before it can be recognised in the financial statements. Further, the recognition of tax benefits recorded in the financial statements must be based on the amount most likely to be realised assuming a review by tax authorities having all relevant information. The Interpretation also clarified the financial statement classification of tax-related penalties and interest and set forth new disclosures regarding unrecognised tax benefits.

RESEARCH AND DEVELOPMENT COSTS AND START-UP COSTS Research and development costs and plant start-up costs are expensed as incurred, and are not material for any year presented.

CASH Cash includes cash in banks, demand deposits and investments in short-term marketable securities with original maturities of 90 days or less.

INVENTORIES Inventories are valued at the lower of cost or market. The company uses the last-in, first-out method (LIFO) valuation approach to determine cost primarily for domestic production inventories, and uses average cost valuation primarily for international production and retail merchandise inventories. LIFO was used for 63 per cent. and 68 per cent. of total inventories at 31 December 2007 and 2006, respectively. Had the average cost method been used for all inventories as of 31 December 2007 and 2006, the value of total inventories would have been $183.6 million and $137.9 million higher, respectively. Following are the components of the company’s inventories as of 31 December (in $ millions).

2007 2006 Raw materials and supplies ...... 365.4 385.6 Work in process ...... 109.9 110.8 Finished goods ...... 248.2 198.5 Total inventories ...... 723.5 694.9

INTANGIBLE ASSETS Anheuser-Busch’s intangible assets consist of trademarks, beer distribution rights and goodwill. Trademarks and beer distribution rights meeting criteria for separate recognition as specified by FAS No. 142, ‘‘Goodwill and Other Intangible Assets’’, are recognised in distinct asset categories. Trademarks include purchased trademarks, brand names, logos, slogans or other recognisable symbols associated with the company’s products. Trademarks are not amortised due to having indefinite lives. Domestic beer distribution rights are associated with company owned beer wholesale operations and represent the exclusive legal right to sell the company’s products in defined geographic areas. The carrying values of these rights have indefinite lives and are not amortised, primarily due to the company’s intent to operate its wholesalerships in perpetuity and the lives not being contractually or statutorily limited. International distribution rights relate to operations in the United Kingdom and China and are being amortised over their respective useful lives. The company’s distribution rights in the United Kingdom are contractually limited and expire in 2029. Distribution rights in China are being amortised over seven years, through 2011, based on independent valuation appraisal and normal practice in China. The company analyses its trademarks and product distribution rights for potential impairment annually, based on projected future cash flows and observation of independent beer wholesaler exchange transactions. The company recognises the excess of the cost of acquired businesses over the fair value of the net assets purchased as goodwill. Goodwill related to consolidated businesses is included in intangible assets on the balance sheet while goodwill associated with the company’s equity investments (primarily

293 Grupo Modelo) is included in investments in affiliated companies. Goodwill is not amortised to earnings, but instead is reviewed for impairment at least annually, with ongoing recoverability based on applicable operating unit performance, consideration of significant events or changes in the overall business environment and comparable market transactions. The impairment analysis for consolidated goodwill is performed at the reporting unit level using a two-step process. The first step is a comparison of the fair value of the business, determined using future cash flow analysis and/or comparable market transactions, to its recorded amount on the balance sheet. If the recorded amount exceeds the fair value, the second step quantifies any impairment write-down by comparing the current implied value of goodwill to the recorded goodwill balance. A review of goodwill completed in the fourth quarter of 2007 found no impairment. Goodwill related to equity investments is tested for impairment if events or circumstances indicate the entire investment could be impaired. Recoverability testing for equity investment goodwill is based on a combination of future cash flow analysis and consideration of pertinent business and economic factors. See Note 4 for additional information on changes in the balances of intangible assets.

COMPUTER SYSTEMS DEVELOPMENT COSTS The company capitalises computer systems development costs that meet established criteria, and amortises those costs to expense on a straight-line basis over five years. Computer systems development costs not meeting the proper criteria for capitalisation, including systems re-engineering costs, are expensed as incurred.

PLANT AND EQUIPMENT Fixed assets are carried at original cost less accumulated depreciation, and include expenditures for new facilities and expenditures that increase the useful lives of existing facilities. The cost of routine maintenance, repairs and minor renewals is expensed as incurred. Depreciation expense is recognised using the straight-line method based on the following weighted average useful lives: buildings, 25 years; production machinery and equipment, 15 years; furniture and fixtures, 10 years; and computer equipment, three years. When fixed assets are retired or sold, the net book value is eliminated and any gain or loss on disposition is recognised in cost of sales for operating assets and administrative expenses for corporate assets. The components of plant and equipment as of 31 December are summarised below (in $ millions).

2007 2006 Land...... 301.5 297.7 Buildings ...... 5,275.2 5,123.6 Machinery and equipment ...... 13,188.7 12,919.8 Construction in progress ...... 462.1 369.5 Plant and equipment, at cost ...... 19,227.5 18,710.6 Accumulated depreciation ...... (10,394.0) (9,794.5) Plant and equipment, net ...... 8,833.5 8,916.1

VALUATION OF SECURITIES For investments accounted for under the cost basis, Anheuser-Busch applies FAS No. 115, ‘‘Accounting for Certain Investments in Debt and Equity Securities’’. Under FAS No. 115, the company classifies its investments as ‘‘available for sale’’ and adjusts the carrying values of those securities to fair market value each period. Market valuation gains or losses are deferred in non-owner changes in shareholders equity and are not recognised in the income statement until the investment is sold. The only investment currently accounted for under FAS No. 115 is an immaterial investment in the common stock of Kirin Brewing Company, Ltd. of Japan. In 2005, deferred market valuations also included non-cash changes in the value of convertible debt issued to the company by its strategic partner in China, Tsingtao Brewery. See Note 2 for additional discussion of the company’s investment in Tsingtao.

294 ISSUANCE OF STOCK BY EQUITY INVESTEES The company has elected to treat issuances of common stock by equity investees as equity transactions per SEC Staff Accounting Bulletin No. 52, and therefore recognises no gain or loss when shares are issued.

2 International Equity Investments GRUPO MODELO Anheuser-Busch owns a 35.12 per cent. direct interest in Grupo Modelo, S.A.B. de C.V. (‘‘Modelo’’), Mexico’s largest brewer and producer of the Corona brand, and a 23.25 per cent. direct interest in Modelo’s operating subsidiary Diblo, S.A. de C.V. (‘‘Diblo’’). The company’s direct investments in Modelo and Diblo give Anheuser-Busch an effective (direct and indirect) 50.2 per cent. equity interest in Diblo. Anheuser-Busch holds nine of 19 positions on Modelo’s board of directors (with the Controlling Shareholders Trust holding the other 10 positions) and also has membership on the audit committee. Anheuser-Busch does not have voting or other effective control of either Diblo or Modelo and consequently accounts for its investments using the equity method. The total cost of the company’s investments was $1.6 billion. The carrying values of the Modelo investment were $3.6 billion and $3.4 billion, respectively, at 31 December 2007 and 2006. Included in the carrying amounts of the Modelo investment is goodwill of $540.1 million and $536.6 million, respectively. Changes in goodwill during 2007 and 2006 are primarily due to changes in exchange rates between the U.S. dollar and Mexican peso. Dividends received from Grupo Modelo in 2007 totalled $403.1 million, compared to $240.0 million in 2006. Dividends are paid based on a free-cash-flow distribution formula in accordance with the Investment Agreement between the companies and are recorded as a reduction in the carrying value of the company’s investment. Cumulative unremitted earnings of Grupo Modelo totalled $2.1 billion at 31 December 2007. Summary financial information for Grupo Modelo as of and for the two years ended 31 December is presented in the following table (in millions). The amounts represent 100 per cent. of Grupo Modelo’s consolidated operating results and financial position based on U.S. generally accepted accounting principles on a one-month lag basis, and include the impact of Anheuser-Busch’s purchase accounting adjustments.

2007 2006 Cash and marketable securities ...... $1,932.2 $2,094.0 Other current assets ...... $1,181.2 $1,017.6 Non-current assets ...... $5,143.4 $4,538.5 Current liabilities ...... $678.9 $524.7 Non-current liabilities ...... $317.7 $345.9 Net sales ...... $5,321.3 $5,072.1 Gross profit ...... $2,683.0 $2,643.9 Minority interest ...... $3.5 $1.5 Net income ...... $1,276.7 $1,141.1

TSINGTAO Since 2003, Anheuser-Busch has participated in a strategic alliance with Tsingtao Brewery Company, Ltd., one of the largest brewers in China and producer of the Tsingtao brand. Up to March 2005, the company had invested $211 million in Tsingtao, in the form of a 9.9 per cent. equity stake in Tsingtao common shares and two convertible bonds. The 9.9 per cent. equity interest was accounted for under the cost method through April 2005, at which time the company converted its bonds into Tsingtao Series H common shares. The bond conversion increased Anheuser-Busch’s economic ownership in Tsingtao from 9.9 per cent. to 27 per cent., and its voting stake from 9.9 per cent. to 20 per cent. Local government authorities hold the proxy voting rights for the 7 per cent. difference between the company’s voting and economic stakes. The increased economic stake allowed Anheuser- Busch to nominate an additional director, giving the company two of 11 board seats and representation on related committees. Because of the increased share and voting ownership and board representation, Anheuser-Busch believes it has the ability to exercise significant influence and therefore began applying the equity method of accounting for Tsingtao in May 2005, on a one-month lag basis. The carrying

295 values of the company’s Tsingtao investment were $276.8 million and $241.9 million, respectively, at 31 December 2007 and 2006. Dividends received from Tsingtao totalled $10.2 million in 2007 and $7.0 million in 2006. In 2003, the company loaned Tsingtao $15 million for a term of five years at an annual interest rate of 1 per cent. The loan provided Tsingtao with funding to reacquire minority interests in three of its brewery subsidiaries.

3 Derivatives and Other Financial Instruments DERIVATIVES Under FAS No. 133, derivatives qualifying for deferral accounting are classified as fair value, cash flow or foreign currency denominated net investment hedges, depending on the nature of the underlying exposure. The company’s interest rate and foreign currency denominated hedges are either fair value or cash flow hedges, while commodity cost hedges are cash flow hedges. Commodity exposures are short, meaning the company must acquire additional quantities to meet its operating needs, and include aluminium, rice, corn and natural gas. The company’s primary foreign currency exposures result from transactions and investments denominated in Mexican pesos, Chinese yuan, Canadian dollars, British pounds sterling and euros. With the exception of foreign currency denominated capital expenditures, these exposures are long, meaning the company has or generates surplus quantities of these currencies. Fair value hedges are accounted for by recognising the changes in fair values for both the derivative and the underlying hedged exposure in earnings each period. For cash flow hedges, the portion of the derivative gain or loss that is effective in offsetting the change in cost or value of the underlying exposure is deferred in non-owner changes in shareholders equity, and later reclassified into earnings to match the impact of the underlying transaction when it occurs. Net investment hedges are accounted for in the foreign currency translation account in non-owner changes in shareholders equity. Regardless of classification, a hedge that is 100 per cent. effective will result in zero net earnings impact while the derivative is outstanding. To the extent that any hedge is not effective at offsetting cost or value changes in the underlying exposure, there could be a net earnings impact. Gains and losses from the ineffective portion of any hedge are recognised in the income statement immediately. Below are the notional transaction amounts and fair values for the company’s outstanding derivatives at 31 December (in $ millions, with brackets indicating a deferred loss position). Because the company hedges only with derivatives that have high correlation with the underlying transaction cost or value, changes in derivatives fair values and the underlying cost are expected to largely offset.

2007 2006 Notional Notional Amount Fair Value Amount Fair Value Foreign currency Forwards ...... 91.8 1.0 115.3 2.7 Options ...... 282.2 3.7 306.5 4.4 Total foreign currency ...... 374.0 4.7 421.8 7.1 Interest rate Swaps ...... 100.0 0.1 100.0 (1.3) Commodity price Options ...... 1.5 0.1 — — Swaps ...... 31.9 (4.7) 22.2 (4.1) Futures and forwards ...... 68.9 11.1 111.9 8.4 Total commodity price ...... 102.3 6.5 134.1 4.3 Total outstanding derivatives ...... 576.3 11.3 655.9 10.1

The following table shows derivatives gains and losses deferred in non-owner changes in shareholders equity as of 31 December (in $ millions). The amounts shown for 2006 and 2005 were subsequently recognised in earnings as the hedged transactions took place, mostly in the next year. The gains and losses deferred as of 31 December 2007 are generally expected to be recognised in 2008 as the underlying transactions occur. However, the amounts ultimately recognised may differ, favourably

296 or unfavourably, from those shown because some of the company’s derivative positions are not yet settled and therefore remain subject to ongoing market price fluctuations.

2007 2006 Deferred gains ...... 5.6 9.2 Deferred losses ...... (5.4) (5.9) Net deferred gains/(losses) ...... 0.2 3.3

Following are derivative gains and losses recognised in earnings during the years shown (in $ millions). As noted, effective gains and losses had been deferred over the life of the transaction and recognised simultaneously with the impact of price or value changes in the underlying transactions. Ineffective gains and losses were recognised throughout the year when it was evident they did not precisely offset corresponding price or value changes.

2007 2006 Effective gains Cash flow hedges ...... 5.7 1.5 Fair value hedges ...... 7.6 5.6 Total effective gains ...... 13.3 7.1 Effective losses Cash flow hedges ...... (18.6) (34.0) Fair value hedges ...... (6.1) (24.8) Total effective losses ...... (24.7) (58.8) Net effective gains/(losses) ...... (11.4) (51.7) Net ineffective gains ...... 9.2 2.2

CONCENTRATION OF CREDIT RISK The company does not have a material concentration of credit risk.

NON-DERIVATIVE FINANCIAL INSTRUMENTS Non-derivative financial instruments included in the balance sheet are cash, accounts receivable, accounts payable and long-term debt. Accounts receivable include allowances for doubtful accounts of $16.1 million and $17.6 million at 31 December 2007 and 2006, respectively. The fair value of long-term debt, estimated based on future cash flows discounted at interest rates currently available to the company for debt with similar maturities and characteristics, was $9.3 billion and $7.7 billion at 31 December 2007 and 2006, respectively.

4 Intangible Assets The following table shows the activity in goodwill, beer distribution rights and trademarks during the two years ended 31 December (in $ millions). International beer distribution rights have a combined gross cost of $57.1 million and a remaining unamortised balance of $35.5 million at 31 December 2007. The company expects amortisation expense of approximately $6.0 million per year related to international distribution rights over the next five years.

297 Beer Distribution Trademarks Rights Goodwill Balance at 31 December 2005 ...... 145.8 185.6 1,592.5 Harbin minority interest buyout ...... — — 20.5 Acquisition of Rolling Rock brands ...... 79.3 3.0 — Acquisition of Grolsch and Tiger import rights ...... — 9.2 — Domestic beer wholesaler equity investment ...... — 27.8 — Disposition of domestic beer wholesaler equity investment . . . — (14.8) — Amortisation of international distribution rights ...... — (5.6) — Foreign currency translation ...... 4.6 3.3 1.4 Balance at 31 December 2006 ...... 229.7 208.5 1,614.4 Harbin minority interest buyout ...... — — 7.3 Acquisition of InBev brands import rights ...... — 65.9 — Acquisition of Monster brands distribution rights ...... — 5.3 — Acquisition of U.S. beer distribution rights ...... — 59.8 — Amortisation of international beer distribution rights ...... — (5.9) — Foreign currency translation ...... 10.1 1.4 53.0 Balance at 31 December 2007 ...... 239.8 335.0 1,674.7

5 Retirement Benefits ADOPTION OF FAS No. 158 Effective with its 31 December 2006 financial statements, Anheuser-Busch adopted FAS No. 158, ‘‘Employers’ Accounting for Defined Benefit Pension and Other Post-retirement Plans’’. FAS No. 158 focuses primarily on balance sheet reporting for the funded status of benefit plans and requires recognition of benefit liabilities for underfunded plans and benefit assets for overfunded plans, with offsetting impacts to non-owner changes in shareholders’ equity. Anheuser-Busch was in a net underfunded position for its pension and retiree health care plans and therefore recognised incremental retirement benefit liabilities on adoption. Additionally, the company reclassified its pension liability from other long-term liabilities to retirement benefits on the consolidated balance sheet. FAS No. 158 also requires companies to measure benefit plan assets and liabilities as of the balance sheet date for financial reporting purposes, eliminating the current approach of using a measurement date up to 90 days prior to the balance sheet date. The effective date for this change is delayed until year-end 2008. The company currently uses a 1 October measurement date and will adopt a 31 December measurement date in 2008 as required. Adopting the new measurement date will require a one-time adjustment to retained earnings under the transition guidance in FAS No. 158. None of the changes prescribed by FAS No. 158 will impact the company’s results of operations or cash flows.

PENSION BENEFITS The company sponsors pension plans for its employees. Net annual pension expense for single employer defined benefit plans and total pension expense for the two years ended 31 December are presented in the following table (in $ millions). Contributions to multi-employer plans in which the company and its subsidiaries participate are determined in accordance with the provisions of negotiated labour contracts, based on employee hours or weeks worked. Pension expense recognised for these plans and for defined contribution plans equals cash contributions made by Anheuser-Busch. Effective 30 November 2006, the chairman of the board, the president and chief executive officer and certain other senior executives retired as executive officers of the company and received lump sum pension payments from the supplemental executive retirement plan. The total of the lump sum payouts represented a portion of the supplemental plan’s projected benefit obligation sufficient enough to constitute a plan settlement per FAS No. 88, ‘‘Employer’s Accounting for Settlements and Curtailments of Defined Benefit Pension Plans’’. Because the retirements occurred after the company’s pension measurement date of 1 October and in accordance with FAS No. 88 settlement accounting, liabilities

298 related to the supplemental plan were remeasured as of 15 December 2006 with the related deferred actuarial losses recognised in the first quarter 2007.

2007 2006 Service cost (benefits earned during the year) ...... 97.8 102.7 Interest cost on projected benefit obligation ...... 178.4 170.0 Assumed return on plan assets ...... (208.3) (198.6) Amortisation of prior service cost ...... 20.1 21.9 Amortisation of net actuarial losses ...... 65.2 90.9 FAS No. 88 settlement ...... 19.0 — Single-employer defined benefit plans ...... 172.2 186.9 Multi-employer plans ...... 16.7 16.2 Defined contribution plans ...... 21.0 20.1 Total pension expense ...... 209.9 223.2 The measurement date for the company’s pension accounting is 1 October. The key actuarial assumptions used in determining the annual pension expense and funded status for single employer defined benefit plans for the two years ended 31 December follow.

2007 2006 Annual expense Discount rate ...... 6.0% 5.5% Long-term return on plan assets ...... 8.5% 8.5% Rate of compensation growth ...... 4.0% 4.0% Funded status Discount rate ...... 6.4% 6.0% Rate of compensation growth ...... 4.0% 4.0%

For informational purposes, following is a summary of the potential impact on 2007 annual pension expense of a hypothetical 1 per cent. change in actuarial assumptions (in millions). Brackets indicate annual pension expense would be reduced. Modification of these assumptions does not impact the company’s pension funding requirements.

Impact of 1% Assumption 2007 Rate Increase Long-term return on assets ...... 8.5% $(26.3) Discount rate ...... 6.4% $(47.1) Compensation growth rate ...... 4.0% $20.9 Pension assets or liabilities are recognised for the funded status of single employer pension plans, based on a comparison of the projected benefit obligation (PBO) to plan assets for each plan. The following tables present changes in the PBO, changes in the fair value of plan assets and the combined

299 funded status for all single employer defined benefit plans for the two years ended 31 December (in $ millions).

2007 2006 Beginning projected benefit obligation (PBO) ...... 3,125.1 3,189.9 Service cost ...... 97.8 102.7 Interest cost ...... 178.4 170.0 Plan amendments ...... 2.1 3.3 Actuarial gain ...... (79.2) (135.0) Employee contributions ...... 0.4 0.4 Foreign currency translation ...... 1.2 8.5 Benefits paid ...... (266.2) (214.7) Projected benefit obligation (PBO) at 1 October ...... 3,059.6 3,125.1 Fair value of plan assets, beginning of year ...... 2,659.3 2,314.7 Actual return on plan assets ...... 373.6 238.2 Employer contributions ...... 99.6 235.9 Employee contributions ...... 0.4 0.4 Foreign currency translation ...... 0.8 5.5 Benefits paid ...... (266.2) (214.7) Fair value of plan assets at 1 October ...... 2,867.5 2,580.0 Fourth quarter contributions ...... 7.8 79.3 Fair value of plan assets, end of year ...... 2,875.3 2,659.3 Funded status – PBO in excess of plan assets ...... 184.3 465.8

The following shows pension assets and liabilities reported on the balance sheet at 31 December 2007 and 2006. The PBO is the actuarial net present value of all benefits related to employee service rendered to date, including assumptions of future annual compensation increases to the extent appropriate. The pension asset is classified as non-current on the balance sheet. Of the $253.5 million and $466.8 million total pension liabilities shown for 2007 and 2006, respectively, $9.7 million and $2.8 million are classified as current, with the remainder classified as non-current.

2007 2006 Plans with assets in excess of PBO (pension asset) Plan assets ...... $785.5 $117.6 PBO...... (716.3) (116.6) Pension asset recognised ...... $69.2 $1.0 Plans with PBO in excess of assets (pension liability) PBO...... $(2,343.3) $(3,008.5) Plan assets ...... 2,089.8 2,541.7 Pension liability recognised ...... $(253.5) $(466.8)

Following is information for the two years ended 31 December for certain plans where the accumulated benefit obligation (ABO) for single employer plans exceeds plan assets (in millions). The ABO is the actuarial present value of benefits for services rendered to date, with no consideration of future compensation increases. The ABO for all plans totalled $2,809.0 million at 31 December 2007 and $2,865.5 million at 31 December 2006.

2007 2006 Plans with ABO in excess of assets ABO...... $(632.4) $(2,748.9) Plan assets at 1 October ...... 527.9 2,541.7 ABO in excess of plan assets ...... $(104.5) $(207.2)

Below are the components of deferred pension costs for the two years ended 31 December (in millions). Deferred pension costs are not recognised in periodic pension expense when incurred, but

300 instead are accrued in non-owner changes in shareholders equity to be amortised into expense in subsequent periods. Unrecognised actuarial losses represent differences in actual versus assumed changes in the PBO and fair value of plan assets over time, primarily due to changes in assumed discount rates. Unrecognised prior service cost is the impact of changes in plan benefits applied retrospectively for employee service previously rendered. Deferring these costs has no impact on annual pension funding requirements. Deferred pension costs are amortised into annual pension expense over the average remaining assumed service period for active employees, which was approximately 10 years at the end of 2007. Actuarial losses and prior service costs expected to be amortised into net periodic pension expense in 2008 are $44 million and $17 million, respectively.

2007 2006 Prior service cost ...... $(95.2) $(112.5) Unrecognised actuarial losses ...... (543.7) (872.8) Pre-tax deferred pension costs ...... (638.9) (985.3) Deferred income taxes ...... 253.7 391.2 Deferred pension costs – domestic plans ...... (385.2) (594.1) Deferred pension costs – equity investments ...... (10.8) (15.7) Net pension costs deferred in non-owner changes in shareholders equity . . . $(396.0) $(609.8)

Following are the changes in the components of pre-tax pension costs deferred in non-owner changes in shareholders equity during 2007 (in $ millions).

2007 Deferred actuarial (gain) arising during the year ...... (244.5) Amortisation of previously deferred actuarial losses into net periodic benefits expense . . . (65.2) FAS No. 88 settlement ...... (19.0) Net (decrease) in deferred actuarial losses ...... (328.7) Deferred prior service cost arising during the year ...... 2.1 Amortisation of previously deferred prior service (cost) into net periodic benefits expense (20.1) Net (decrease) in deferred prior service cost ...... (18.0) Foreign currency translation ...... 0.3 Pre-tax (decrease) in non-owner changes in shareholders equity related to deferred pension costs ...... (346.4)

Prior to the adoption of FAS No. 158, recognition of an additional minimum pension liability (offset in non-owner changes in shareholders equity) was necessary whenever the ABO exceeded plan assets. Shown in the following table are the components of the company’s minimum pension liability at 31 December 2006, prior to adoption of FAS No. 158 (in $ millions).

2006 Minimum pension liability – domestic plans ...... (695.9) Minimum pension liability – equity investments ...... (15.7) Intangible asset – unrecognised prior service costs ...... 108.3 Deferred income taxes ...... 233.3 Deferred pension costs, pre-FAS No. 158 ...... (370.0)

301 The following illustrates the impact on non-owner changes in shareholders equity of the first-time accrual for all deferred pension costs at 31 December 2006 in accordance with FAS No. 158 (in millions).

2006 Before FAS No. 158 FAS No. 158 Ending Adjustments Adjustments Balance Reported in assets and liabilities Pension asset ...... $519.6 $(518.6) $1.0 Pension liability ...... $(695.9) $229.1 $(466.8) Reported in non-owner changes in shareholders equity Deferred pension costs (domestic and equity) ...... $(711.6) $(289.4) $(1,001.0) Intangible asset – unrecognised prior service cost ...... 108.3 (108.3) — Deferred income taxes ...... 233.3 157.9 391.2 Net deferred pension costs ...... $(370.0) $(239.8) $(609.8)

PENSION PLAN ASSETS Required funding for the company’s single employer defined benefit pension plans is determined in accordance with federal guidelines set forth in the Employee Retirement Income Security Act (ERISA) and the Pension Protection Act (PPA). Funding for the company’s multi-employer and defined contribution plans is based on specific contractual requirements for each plan. The company plans to make required pension contributions for all plans totalling $70 million in 2008. Additional contributions to enhance the funded status of pension plans can be made at the company’s discretion, and discretionary pension funding was provided totalling $85 million in 2007 and $214 million in 2006. Projections indicated that Anheuser-Busch would have been required to contribute these amounts in future years, but the company chose to make the contributions early in order to enhance the funded status of the plans. Following is information regarding the allocation of the company’s pension plan assets as of 31 December 2007 and 2006 and target allocation for 2008.

Percentage of Percentage of Plan Assets Plan Assets at at Target Asset 31 December 31 December Allocation for Asset Category 2006 2007 2008 Equity securities ...... 70% 68% 69% Debt securities ...... 26% 27% 26% Real estate ...... 4% 5% 5% Total ...... 100% 100% 100%

Asset allocations are intended to achieve a total asset return target over the long term, with an acceptable level of risk in the shorter term. Risk is measured in terms of likely volatility of annual investment returns, pension expense and funding requirements. Expected returns, risk and correlation among asset classes are based on historical data and investment adviser input. The assumed rate of return on pension plan assets is consistent with Anheuser-Busch’s long-term investment return objective, which enables the company to provide competitive and secure employee retirement pension benefits. The company strives to balance expected long-term returns and short-term volatility of pension plan assets. Favourable or unfavourable differences between the assumed and actual returns on plan assets are generally recognised in periodic pension expense over the subsequent five years. The actual annual rate of return on plan assets net of investment manager fees was 14.8 per cent. and 10.5 per cent. for plan years ended 30 September 2007 and 2006, respectively. The company assumes prudent levels of risk to meet overall pension investment goals. Risk levels are managed through formal and written investment guidelines. Portfolio risk is managed by having well-defined, long-term strategic asset allocation targets. The company avoids tactical asset allocation and market timing and has established disciplined rebalancing policies to ensure asset allocations remain close to targets. The company’s asset allocations are designed to provide broad market diversification, which reduces exposure to individual companies, industries and sectors of the market. Pension assets do not include any direct investment in Anheuser-Busch debt or equity securities. The

302 use of derivatives is permitted where appropriate to achieve overall investment policy objectives, such as to hedge exposure to foreign currency denominated stocks or securitise cash in investment portfolios.

RETIREMENT HEALTH CARE AND INSURANCE BENEFITS The company provides certain health care and life insurance benefits to eligible retired employees. Effective 1 January 2006, employee participants must have at least 10 years of continuous service after reaching age 48 to become eligible for benefits. Employees become eligible for full retiree health care benefits after achieving specific age and total years of service requirements, based on hire date. Net periodic retirement benefits expense for company retiree health care and life insurance plans was comprised of the following for the two years ended 31 December (in $ millions).

2007 2006 Service cost ...... 26.8 24.3 Interest cost on benefit obligation ...... 45.3 36.9 Amortisation of prior service benefit ...... (9.8) (16.4) Amortisation of net actuarial loss ...... 26.1 20.2 Net periodic retirement health care and life insurance benefits expense . . 88.4 65.0

The following table details the components of the company’s obligation for its single employer defined benefit retirement health care and life insurance plans as of 31 December (in $ millions). As of 31 December 2007 and 2006, respectively, $69.6 million and $64.3 million of the company’s obligation was classified as current. Retirement health care and insurance benefits obligations are unfunded; therefore no assets are associated with the plans.

2007 2006 Benefit obligation, beginning of year ...... 791.8 654.3 Service cost ...... 26.8 24.3 Interest cost ...... 45.3 36.9 Actuarial loss ...... 29.5 140.2 Plan amendments ...... 0.3 — Benefits paid ...... (71.7) (68.7) Plan participants’ contributions ...... 2.6 2.4 Medicare Part D subsidy ...... 2.6 2.4 Benefit obligation, end of year ...... 827.2 791.8

Actuarial gains and losses (primarily due to changes in assumed discount rates and differences in assumed versus actual health care costs) and prior service costs or benefits are deferred on the balance sheet when incurred, for subsequent amortisation into annual benefits expense over the remaining service life of participating employees, which was approximately 10 years at 31 December 2007. Shown below are the components of deferred retirement health care and life insurance costs for the two years ended 31 December (in $ millions). Deferred actuarial losses of $24.0 million and unrecognised prior service benefits of $9.8 million are expected to be amortised into net retirement benefits expense in 2008.

2007 2006 Deferred actuarial losses ...... (377.4) (374.0) Deferred prior service benefits ...... 78.5 88.6 Net deferred actuarial items ...... (298.9) (285.4) Deferred income taxes ...... 118.6 113.2 Net health care and insurance costs deferred in non-owner changes in shareholders equity ...... (180.3) (172.2)

303 Following are the changes in the components of pre-tax retirement health care and insurance costs deferred in non-owner changes in shareholders equity during 2007 (in $ millions).

2007 Deferred actuarial loss arising during the year ...... 29.5 Amortisation of previously deferred actuarial losses into net periodic benefits expense ..... (26.1) Net increase in deferred actuarial losses ...... 3.4 Deferred prior service cost arising during the year ...... 0.3 Amortisation of previously deferred prior service credit into net periodic benefits expense . . 9.8 Net increase in deferred prior service cost ...... 10.1 Pre-tax increase in non-owner changes in shareholders equity related to deferred health care and insurance costs ...... 13.5

The key actuarial assumptions used to determine net retirement benefits expense and the benefits obligation for the two years ended 31 December are provided in the following table. For actuarial purposes, the initial health care inflation rate is assumed to decline rateably to the future rate in 2014 and then remain constant thereafter. The measurement date for the company’s retiree health care accounting is 31 December.

2007 2006 Discount rate ...... 6.3% 5.75% Initial health care inflation rate ...... 9.0% 8.1% Future health care inflation rate ...... 5.0% 5.0% For informational purposes, following is a summary of the potential impact on net periodic retirement benefits expense and the end of year benefits obligation of a hypothetical 1 per cent. change in the assumed health care inflation rate (in millions). Brackets indicate a reduction in expense or liability.

1% 1% Increase Decrease Net periodic retirement benefits expense ...... $4.5 $(4.4) Retirement benefits liability ...... $50.5 $(48.0)

RETIREMENT BENEFITS PAYMENTS Following are retirement benefits expected to be paid in future years, based on employee data and plan assumptions, as of 31 December 2007 (in millions).

Health Care and Pensions Insurance 2008 ...... $172.9 $69.6 2009 ...... $188.6 $72.2 2010 ...... $203.3 $73.9 2011 ...... $220.0 $75.6 2012 ...... $242.0 $76.0 2013-2017 ...... $1,397.1 $402.1

EMPLOYEE STOCK PURCHASE AND SAVINGS PLANS The company sponsors employee stock purchase and savings plans (401(k) plans), which are voluntary defined contribution plans in which most regular employees are eligible for participation. Under the 401(k) plans, the company makes matching cash contributions for up to 6 per cent. of employee pre-tax savings. The company’s matching contribution percentage is established annually based on a formula that considers both consolidated net income and total employee costs. Total 401(k) expense was $58.2 million and $60.7 million for 2007 and 2006, respectively.

304 6 Stock Based Compensation STOCK OPTIONS Under the terms of the company’s stock option plans, officers, certain other employees and non-employee directors may be granted options to purchase the company’s common stock at a price equal to the closing market price per the New York Stock Exchange Composite Tape on the date the options are granted. The company issues either new shares or treasury shares when options are exercised under employee stock compensation plans. Under the plans for the board of directors, shares are issued exclusively from treasury stock. The company’s stock option plans provide for accelerated exercisability on the occurrence of certain events relating to a change in control, merger, sale of substantially all company assets or complete liquidation of the company. At 31 December 2007 and 2006, a total of 137 million and 115 million shares of common stock were designated for future issuance under existing stock option plans, respectively. The company’s stock options rateably vest over a three-year service period commencing immediately following grant of the award, and have a maximum life of 10 years. There are no performance based vesting requirements associated with stock options. The company’s stock option plans provide for immediate vesting of all unvested options whenever an employee voluntarily leaves the company and has either completed at least 20 years of service or is at least age 60. For employees meeting these criteria, the accelerated vesting policy renders the requisite three-year service condition ‘‘non-substantive’’ under FAS No. 123R, ‘‘Shared Based Payment,’’ and the company therefore fully expenses all options granted to individuals meeting either criterion as of the grant date. The company also identifies stock options granted to employees who do not yet, but will, meet the separation based vesting criteria prior to the end of the three-year vesting cycle, and recognises expense over the substantive vesting period for that group of options. Stock options granted to employees not meeting the separation based vesting criteria are expensed rateably over the three-year option vesting period. Due to the requirement to expense non-forfeitable options as of the grant date, the company recognised expense equal to 67 per cent. and 60 per cent. of the value related to its 2007 and 2006 awards, respectively, in the fourth quarter when the options were granted. For financial reporting purposes, stock compensation expense is included in cost of sales and marketing, distribution and administrative expenses, depending on where the recipient’s cash compensation is reported, and is classified as a corporate item for business segments reporting. Non-employee directors may elect to receive their annual retainer in shares of Anheuser-Busch common stock instead of cash. If all non-employee directors eligible to own the company’s common stock elected to receive their 2008 annual retainer in shares, the total number of shares issued would be 21,494, based on the closing price for the company’s common stock at 31 December 2007. Following is a summary of stock option activity and pricing for the years shown (options in millions).

Wtd. Avg. Wtd. Avg. Options Exercise Options Exercise Outstanding Price Exercisable Price Balance, 31 December 2005 ...... 96.5 $45.01 71.5 $44.06 Granted ...... 9.5 $46.34 Exercised ...... (4.9) $27.43 Cancelled ...... (1.1) $48.64 Balance, 31 December 2006 ...... 100.0 $45.97 80.3 $45.89 Granted ...... 10.1 $51.86 Exercised ...... (9.3) $35.71 Cancelled ...... (0.3) $48.52 Balance, 31 December 2007 ...... 100.5 $47.49 81.1 $47.18

305 The fair values of options granted during the last two years follow (in millions, except per option).

2007 2006 Fair value of each option granted ...... $10.73 $9.73 Total number of options granted ...... 10.1 9.5 Total fair value of options granted ...... $108.4 $92.4

The fair value of stock options granted is estimated on the date of grant using a binomial (lattice method) option pricing model. The binomial model is used for valuation because it accommodates several inputs in order to take into account multiple option exercise patterns as determined by the company’s actuaries, and essentially computes an overall value based on a weighting of various potential outcomes. The assumptions used in applying the binomial model follow. For illustrative purposes, the expected life, risk-free rate and fair value per option shown are weighted averages derived from historical exercise patterns. The volatility of Anheuser-Busch common stock is estimated by the company’s actuaries based on an analysis of both historical and current market volatilities.

2007 2006 Expected life of option ...... 6.3yrs 6.3yrs Risk-free interest rate ...... 3.6% 4.6% Expected volatility of Anheuser-Busch stock ...... 22% 20% Expected dividend yield on Anheuser-Busch stock ...... 2.5% 2.5% The following tables provide additional information regarding options outstanding and options that were exercisable as of 31 December 2007 (options in millions).

Options Outstanding Options Exercisable Wtd. Avg. Wtd. Avg. Wtd. Avg. Wtd. Avg. Remaining Exercise Remaining Exercise Range of Exercise Prices Number Life Price Number Life Price $10-$29 ...... 2.5 1yr $29.92 2.5 1yr $29.92 $30-$39 ...... 5.3 1.9yrs $37.83 5.3 1.9yrs $37.83 $40-$49 ...... 55.2 5.4yrs $46.52 45.7 4.8yrs $46.73 $50-$54 ...... 37.5 6.8yrs $51.45 27.6 5.7yrs $51.29 $10-$54 ...... 100.5 5.6yrs $47.49 81.1 4.8yrs $47.18

Pre-tax In-the-Money Value Options Options Range of Exercise Prices Number Outstanding Exercisable $10-$29 ...... 2.5 $56.0 $56.0 $30-$39 ...... 5.3 75.9 75.9 $40-$49 ...... 55.2 363.9 260.9 $50-$54 ...... 37.5 28.8 28.8 $10-$54 ...... 100.5 $524.6 $421.6

The following illustrates the impact of stock compensation activity on certain earnings and cash flow amounts for the last two years (in millions, except per share). Unrecognised pre-tax stock compensation cost as of 31 December 2007 was $100 million, which is expected to be recognised over a weighted average life of approximately 1.5 years.

2007 2006 Pre-tax stock compensation expense ...... $135.9 $122.9 After-tax stock compensation expense ...... $94.9 $87.1 Diluted earnings per share impact ...... $0.13 $0.11 Cash proceeds from stock option exercises ...... $282.6 $121.3 In-the-money value of stock options exercised ...... $148.9 $97.1 Income tax benefit of stock options exercised ...... $53.8 $34.3 Income tax benefit in excess of associated deferred taxes ...... $21.3 $22.6

306 The income tax benefit the company receives from the exercise of stock options is based on the income realised by optionees upon exercise. For non-qualified stock options, the benefit is recognised as a reduction of current taxes payable and an increase in paid-in-capital with no impact on earnings. For incentive stock options, a tax benefit received that is less than or equal to the hypothetical benefit that would have been received by providing deferred tax assets when the options were expensed is recorded as a reduction of the current tax provision. Any benefit in excess of the hypothetical benefit adjusts paid-in-capital. Because the company’s employee stock options are not traded on an exchange, the fair value disclosed is required to be based on a theoretical option pricing model. Employees can receive no value nor derive any benefit from holding stock options under these plans without an increase in the market price of Anheuser-Busch stock. Such an increase in stock price benefits all shareholders.

Restricted Stock The company awards restricted stock to officers, certain other employees and non-employee directors. Awards to employees are generally effective in January of each year pursuant to grants approved by the Board of Directors the previous November. Awards to non-employee directors are granted and are effective in April. Shares of restricted stock either vest rateably over a three-year period (time-based shares), or vest in prespecified percentages at the end of three years based on total BUD shareholder return performance ranked against the S&P 500 companies over that period (performance based shares). Performance based restricted shares were granted to members of the company’s Strategy Committee in 2006 and 2007, with all other eligible employees and non-employee directors receiving time-based shares. In accordance with FAS No. 123R, compensation expense is recognised over the three-year vesting or performance evaluation period, respectively, based on the grant date fair values. For time-based shares, fair value is equal to the closing market price per the New York Stock Exchange Composite Tape on the effective date of the award. As appropriate under FAS No. 123R, the fair value of the performance based shares includes a discount from the grant date market price that reflects the risk of forfeiture due to the performance based vesting criteria. Following is a summary of restricted stock activity and fair values for the years shown. An additional 236,220 shares of the time-based restricted shares shown below vested in January 2008.

Performance Based Time-Based Restricted Wtd. Avg. Restricted Wtd. Avg. Stock Fair Value Stock Fair Value Balance, 31 December 2006 ...... 115,273 $35.38 392,628 $43.39 Granted ...... 127,586 $39.87 341,705 $49.27 Vested ...... — — (131,672) $43.39 Cancelled ...... — — (11,792) $46.52 Balance, 31 December 2007 ...... 242,859 $37.83 590,869 $46.73

Adoption of FAS No. 123R Prior to 2006, Anheuser-Busch accounted for employee stock compensation in accordance with FAS No. 123, ‘‘Accounting for Stock Based Compensation,’’ and elected to recognise no expense related to employee stock compensation, since options were always granted with an exercise price equal to the market price of the company’s stock on the effective date of grant. In December 2004, the Financial Accounting Standards Board issued a revised and renamed Standard regarding stock compensation – FAS No. 123R. The revised Standard, which was adopted by Anheuser-Busch in the first quarter of 2006, eliminates the disclosure-only election available under FAS No. 123 and requires recognition of compensation expense for stock options and all other forms of equity compensation, generally based on the fair value of the instruments on the effective date of grant. In order to enhance the comparability of all periods presented and provide the fullest understanding of the impact that expensing stock compensation has on the company’s results, Anheuser-Busch retrospectively applied the new Standard to prior period results.

307 7 Income Taxes Following are the components of the provision for income taxes for the two years ended 31 December (in $ millions).

2007 2006 Current tax provision Federal ...... 853.6 789.3 State ...... 150.2 141.1 Foreign ...... 31.9 15.9 Total current provision ...... 1,035.7 946.3 Deferred tax provision/(benefit) Federal ...... (54.8) (26.1) State ...... (12.0) (10.5) Foreign ...... 0.9 (9.2) Total deferred benefit ...... (65.9) (45.8) Total tax provision ...... 969.8 900.5

The deferred income tax provision is a non-cash expense or benefit resulting from temporary differences between financial reporting and income tax filing in the timing of certain income and expense items, and differences in the bases of assets and liabilities. For Anheuser-Busch, the primary temporary differences relate to depreciation on fixed assets, pension contributions and accrued U.S. taxes on equity income, net of applicable foreign tax credits. The company’s deferred income tax liabilities and deferred income tax assets as of 31 December 2007 and 2006 are summarised by category in the following table (in $ millions). Deferred tax liabilities result primarily from income tax deductions being received prior to expense recognition for financial reporting purposes. Deferred tax assets relate primarily to expenses being recognised for financial reporting purposes that are not yet deductible for income tax purposes, and the recognition of underfunded pension liabilities. Deferred income taxes are not provided on undistributed earnings of consolidated foreign subsidiaries that are considered to be permanently reinvested outside the United States. Cumulative foreign earnings considered permanently reinvested totalled $235 million at both 31 December 2007 and 2006.

2007 2006 Deferred income tax liabilities Fixed assets ...... 1,755.2 1,789.1 Accrued net U.S. taxes on equity earnings ...... 241.5 210.6 Accelerated pension contributions ...... 177.4 234.6 Other ...... 251.3 217.4 Total deferred income tax liabilities ...... 2,425.4 2,451.7 Deferred income tax assets Deferred retirement benefits ...... 591.9 713.8 Stock compensation ...... 315.7 309.3 Spare parts and production supplies ...... 78.9 79.4 Compensation related obligations ...... 67.2 70.4 Other ...... 169.2 184.7 Valuation allowances ...... (50.0) (47.4) Total deferred income tax assets(1) ...... 1,172.9 1,310.2 Net deferred income tax liabilities ...... 1,252.5 1,141.5

Note: (1) Deferred income tax assets of $62.1 million and $53.0 million, respectively, are classified in other current assets at 31 December 2007 and 2006.

308 Reconciliation between the U.S. federal statutory income tax rate and Anheuser-Busch’s effective income tax rate for the two years ended 31 December is presented below.

2007 2006 Federal statutory tax rate ...... 35.0% 35.0% State taxes, net of federal benefit ...... 3.4 3.7 Impact of foreign operations ...... 4.4 2.8 Other items, net ...... (2.8) (2.0) Effective income tax rate ...... 40.0% 39.5%

Effective 1 January 2007, Anheuser-Busch adopted FASB Interpretation No. 48 (FIN 48), ‘‘Accounting for Uncertainty in Income Taxes’’. To comply with the Interpretation, Anheuser-Busch initially reclassified $102.6 million of tax liabilities from current to non-current on the balance sheet and also separately recognised $53.1 million of deferred tax assets which had previously been netted against tax liabilities. The company made no adjustments to retained earnings related to adoption. The following table shows the activity related to unrecognised tax benefits during 2007 (in $ millions). It is anticipated that settlements in foreign tax jurisdictions will reduce gross unrecognised tax benefits by approximately $12.0 million in 2008, with net unrecognised tax benefits remaining unchanged due to the offset of U.S. foreign tax credits. Of the unrecognised tax benefits shown below, $51.5 million would reduce the company’s effective income tax rate if recognised.

2007 Unrecognised tax benefits, beginning of year ...... 96.8 Additions based on current year tax positions ...... 30.9 Additions for prior year tax positions ...... 9.7 Reductions for prior year tax positions ...... (16.8) Settlements with tax authorities ...... (0.5) Lapses in statutes of limitations ...... (9.0) Unrecognised tax benefits, end of year ...... 111.1 The company’s policy is to accrue interest related to potential underpayment of income taxes within the provision for income taxes. Interest is computed on the difference between the company’s uncertain tax benefit positions under FIN 48 and the amount deducted or expected to be deducted in the company’s tax returns. The company had $8.1 million and $7.8 million of accrued interest related to uncertain tax positions at 31 December 2007 and 2006, respectively. Interest expense recognised in 2007 was not material. The principal jurisdictions for which Anheuser-Busch files income tax returns are U.S. federal and the various city, state and international locations where the company has operations. The company participates in the IRS Compliance Assurance Process programme for the examination of its U.S. federal income tax returns, and examinations are substantially complete through 2006. City and state examinations are substantially complete through 2002. The status of international tax examinations varies by jurisdiction. The company does not anticipate any material adjustments to its financial statements resulting from tax examinations currently in progress.

8 Debt The company uses SEC shelf registrations for efficiency and flexibility when issuing debt, and currently has registered debt available for issuance as a well-known seasoned issuer. Gains or losses on debt redemptions (either individually or in the aggregate) were not material for any year presented. The company has the ability and intent to refinance its entire debt portfolio on a long-term basis, including a $2 billion committed revolving credit agreement in support of its commercial paper

309 borrowing, and therefore classifies all debt as long-term. Debt at the end of the year consisted of the following for the year shown (in $ millions).

2007 2006 U.S. dollar notes due 2008 to 2023, interest rates from 4.375% to 7.5% .... 4,355.4 3,540.7 U.S. dollar debentures due 2009 to 2043, interest rates from 5.75% to 9.0% . 3,150.0 2,900.0 Commercial paper, interest rates of 4.33% and 5.39%, respectively, at year- end...... 1,038.2 658.4 Industrial revenue bonds due 2009 to 2047, interest rates from 4.55% to 7.4% ...... 283.9 269.4 Medium-term notes due 2010, interest rate 5.625% ...... 200.0 200.0 Chinese yuan-denominated bank loans due 2008 to 2011, interest rates from 5.51% to 7.29% ...... 21.9 32.0 Miscellaneous items ...... 111.1 72.4 Unamortised debt discounts ...... (20.2) (19.4) Total debt ...... 9,140.3 7,653.5

The company’s 5.49 per cent. fixed rate U.S. dollar notes ($100.0 million notional value) were swapped to a floating LIBOR based rate when issued. The effective interest rates for this debt were 5.19 per cent. in 2007 and 4.98 per cent. in 2006, with year-end rates of 4.92 per cent. and 5.25 per cent., respectively. The weighted average interest rates for commercial paper borrowings during 2007 and 2006 were 5.16 per cent. and 5.00 per cent., respectively. The company has in place a single committed $2.0 billion revolving credit agreement that expires in October 2010 to support the company’s commercial paper programme. The agreement is syndicated among 17 banks, has no financial covenants and does not designate a material adverse change as a default event or as an event prohibiting a borrowing. Credit rating triggers in the agreement pertain only to annual fees and the interest rate applicable to any potential borrowing, not to the availability of funds. There have been no borrowings under the agreement for any year shown. Annual fees for the agreement were $1.0 million in both 2007 and 2006. Commercial paper borrowings of up to $2.0 billion are classified as long-term, as they are supported on a long-term basis by the revolving credit agreement. Any commercial paper borrowings in excess of $2.0 billion will be classified as short-term. In February 2008, the company entered into a new, $500 million, 364-day revolving credit agreement to provide an additional source of short-term support for its commercial paper programme as necessary. The agreement is cancellable by Anheuser-Busch or its bank syndicate without penalty anytime prior to the end of its 364-day term. The company may also extend the term of outstanding borrowings for an additional year.

310 9 Supplemental Cash Flow Information Accounts payable include $120 million and $105 million of outstanding checks at 31 December 2007 and 2006, respectively. Supplemental cash flow information for the two years ended 31 December is presented in the following table (in $ millions).

2007 2006 Cash paid during the year Interest, net of interest capitalised ...... 454.8 433.2 Income taxes ...... 936.6 920.2 Excise taxes ...... 2,298.9 2,252.3 Change in working capital (Increase)/Decrease in current assets: Accounts receivable ...... (85.0) (38.8) Inventories ...... (28.6) (40.4) Other current assets ...... (17.4) (4.6) Increase/(Decrease) in current liabilities: Accounts payable ...... 38.2 176.8 Accrued salaries, wages and benefits ...... 31.5 91.9 Accrued taxes ...... (27.7) (22.8) Accrued interest ...... 12.2 0.5 Other current liabilities ...... 3.5 17.1 Derivatives fair value adjustment ...... (7.4) 6.1 Working capital adjustment for acquisition/disposition ...... (1.4) 3.0 Impact of FIN 48 adoption ...... 58.6 — Net (increase)/decrease in working capital ...... (23.5) 188.8

10 Accumulated Non-owner Changes In Shareholders Equity The components of accumulated non-owner changes in shareholders equity, net of tax as of 31 December are summarised below (in $ millions).

2007 2006 Foreign currency translation ...... (347.0) (452.2) Deferred hedging gains/(losses) ...... 0.1 2.1 Deferred securities valuation gains ...... 1.0 1.3 Deferred retirement benefits costs(1) ...... (576.3) (782.0) Accumulated non-owner changes in shareholders equity, net of tax ...... (922.2) (1,230.8)

Note: (1) Includes FAS adoption impact of $412.0 million in 2006. Deferred income tax liabilities of $0.1 million and $1.2 million have been recognised for deferred hedging gains as of 31 December 2007 and 2006, respectively. Deferred income tax liabilities of $0.6 million and $0.7 million have been provided for deferred securities valuation gains at the end of 2007 and 2006, respectively, while deferred tax assets of $372.3 million and $504.4 million, respectively, have been recognised for deferred benefits costs for the same periods. The majority of foreign currency translation losses relate to equity investments (primarily Grupo Modelo) whose operations are reported in Anheuser-Busch’s financial statements on a net-of-tax basis. See Note 3 for details of hedging gains and losses recognised in earnings which had previously been deferred in non-owner changes in shareholders equity.

311 11 Common and Preferred Stock COMMON STOCK ACTIVITY Common stock activity for the two years ended 31 December is summarised below (shares in millions).

2007 2006 Common Stock Beginning common stock ...... 1,473.7 1,468.6 Shares issued under stock plans ...... 8.8 5.1 Common stock ...... 1,482.5 1,473.7 Treasury Stock Beginning treasury stock ...... (707.6) (690.9) Treasury stock acquired ...... (53.6) (16.7) Cumulative treasury stock ...... (761.2) (707.6) Net common stock outstanding ...... 721.3 766.1

EARNINGS PER SHARE OF COMMON STOCK Basic earnings per share are computed by dividing net income by the weighted average number of shares of common stock outstanding for the year. Diluted earnings per share are computed using the weighted average number of common shares outstanding, plus an adjustment for the dilutive effect of unexercised in-the-money stock options. Reconciliation between basic and diluted weighted average common shares outstanding for the two years ended 31 December follows (millions of shares). There were no adjustments to net income for any year shown for purposes of calculating earnings per share.

2007 2006 Basic weighted average shares outstanding ...... 746.3 770.6 Weighted average stock option shares ...... 10.8 6.4 Diluted weighted average shares outstanding ...... 757.1 777.0

COMMON STOCK PURCHASE The board of directors has previously approved various resolutions authorising the company to repurchase shares of its common stock. At 31 December 2007, approximately 61 million shares remained available for repurchase under Board authorisations. The most recent authorisation, in December 2006, was approval of a multi-year repurchase of 100 million shares. Authorisations do not specify annual minimum or maximum repurchase amounts and do not expire until fully utilised. The company repurchased 53.6 million common shares in 2007 and 16.7 million common shares in 2006 for $2.7 billion and $745.9 million, respectively.

PREFERRED STOCK At 31 December 2007 and 2006, 40 million shares of $1.00 par value preferred stock were authorised and unissued.

12 Contingencies The company and certain of its subsidiaries are involved in claims and legal proceedings in which monetary damages and other relief is sought. The company is vigorously contesting these claims; however, resolution is not expected to occur quickly, and the ultimate outcome cannot presently be predicted. It is the opinion of management that the ultimate resolution of these claims, legal proceedings and other contingencies, either individually or in the aggregate, will not materially affect the company’s financial position, results of operations or liquidity.

13 Business Segments The company categorises its operations into four business segments: U.S. beer, international beer, packaging and entertainment. The U.S. beer segment consists of the company’s U.S. beer

312 manufacturing and import operations; company owned beer wholesale operations; vertically integrated rice, barley and hops operations; and a short-haul transportation business. The international beer segment consists of the company’s overseas beer production and marketing operations, which include company owned operations in China and the United Kingdom, administration of contract and licence brewing arrangements and equity investments. Principal foreign markets for sale of the company’s products are China, the United Kingdom, Canada, Mexico and Ireland. The company attributes foreign sales based on the location of the distributor purchasing the product. The packaging segment is composed of the company’s aluminium beverage can and lid manufacturing, aluminium recycling, label printing and glass manufacturing operations. Cans and lids are produced for both the company’s U.S. beer operations and external customers in the U.S. soft drink industry. The entertainment segment consists of the company’s SeaWorld, Busch Gardens and other adventure park operations. Following is Anheuser-Busch business segment information for 2007 and 2006 (in $ millions). Intersegment sales are fully eliminated in consolidation. No single customer accounted for more than 10 per cent. of sales. General corporate expenses, including net interest expense and stock compensation expense, are not allocated to the operating segments. In 2007, the company changed management reporting responsibility for certain administrative and technology support costs from Corporate to the U.S. beer segment. 2006 segment results have been updated to conform to this reporting convention.

International Corporate & 2007 U.S. Beer Beer Packaging Entertainment Eliminations(1) Consolidated Income Statement Information Gross sales ...... 14,158.7 1,351.7 2,632.8 1,272.7 (427.2) 18,988.7 Net sales – intersegment ..... 3.2 0.6 931.9 — (935.7) — Net sales – external ...... 12,106.1 1,097.5 1,700.9 1,272.7 508.5 16,685.7 Depreciation and amortisation 749.0 49.8 68.9 103.0 25.5 996.2 Income before income taxes . . 2,784.0 93.3 175.8 262.7 (893.1) 2,422.7 Equity income, net of tax .... 2.3 660.1 — — — 662.4 Net income ...... 1,728.4 717.9 109.0 162.9 (602.9) 2,115.3 Balance Sheet Information Total assets ...... 8,142.0 5,880.8 772.6 1,548.3 811.3 17,155.0 Equity method investments . . . 93.9 3,925.6 — — — 4,019.5 Goodwill ...... 21.2 1,343.3 21.9 288.3 — 1,674.7 Foreign located fixed assets . . 4.5 544.4 — — — 548.9 Capital expenditures ...... 554.4 59.2 72.4 169.4 14.6 870.0

International Corporate & 2006 U.S. Beer Beer Packaging Entertainment Eliminations(1) Consolidated Income Statement Information Gross sales ...... 13,394.2 1,235.6 2,562.3 1,178.5 (412.8) 17,957.8 Net sales – intersegment ..... 2.8 — 896.4 — (899.2) — Net sales – external ...... 11,388.2 998.2 1,665.9 1,178.5 486.3 15,717.1 Depreciation and amortisation 715.1 51.2 76.9 99.0 46.5 988.7 Income before income taxes . . 2,709.2 76.7 145.0 232.8 (886.8) 2,276.9 Equity income, net of tax .... 3.4 585.4 — — — 588.8 Net income ...... 1,683.1 633.0 89.9 144.3 (585.1) 1,965.2 Balance Sheet Information Total assets ...... 7,988.3 5,350.6 781.5 1,479.1 777.7 16,377.2 Equity method investments . . . 67.8 3,604.6 — — — 3,672.4 Goodwill ...... 21.2 1,283.0 21.9 288.3 — 1,614.4 Foreign located fixed assets . . 4.2 517.7 — — — 521.9 Capital expenditures ...... 516.7 36.9 55.9 157.6 45.4 812.5

Note: (1) Corporate assets principally include cash, marketable securities, deferred charges and certain fixed assets. Eliminations impact only gross and intersegment sales. External net sales reflect the reporting of pass-through beer delivery costs reimbursed by independent wholesalers of $423.5 million and $370.9 million in 2007 and 2006, respectively.

313 SUPPLEMENTAL FINANCIAL INFORMATION

Year Ended 31 December 2007 2006 2005 2004 2003 (in $ millions, except per share (in $)) Barrels of Anheuser-Busch beer brands sold worldwide ...... 128.4 125.0 121.9 116.8 111.0 Gross sales ...... 18,988.7 17,957.8 17,253.5 17,160.2 16,320.2 Excise taxes ...... (2,303.0) (2,240.7) (2,217.8) (2,226.0) (2,173.5) Net sales ...... 16,685.7 15,717.1 15,035.7 14,934.2 14,146.7 Cost of sales ...... (10,836.1) (10,165.0) (9,606.3) (9,020.0) (8,485.1) Gross profit ...... 5,849.6 5,552.1 5,429.4 5,914.2 5,661.6 Marketing, distribution and administrative expenses ...... (2,982.1) (2,832.5) (2,837.5) (2,740.5) (2,642.7) Gain on sale of distribution rights . 26.5 ———— Litigation settlement ...... — — (105.0) — — Operating income ...... 2,894.0 2,719.6 2,486.9 3,173.7 3,018.9 Interest expense ...... (484.4) (451.3) (454.5) (426.9) (401.5) Interest capitalised ...... 17.4 17.6 19.9 21.9 24.4 Interest income ...... 3.9 1.8 2.4 4.7 1.7 Other income/(expense), net ..... (8.2) (10.8) 2.7 38.7 0.4 Income before income taxes .... 2,422.7 2,276.9 2,057.4 2,812.1 2,643.9 Provision for income taxes ...... (969.8) (900.5) (811.1) (1,097.5) (1,026.3) Equity income, net of tax ...... 662.4 588.8 498.1 404.1 344.9 Net income ...... 2,115.3 1,965.2 1,744.4 2,118.7 1,962.5 Basic earnings per share ...... 2.83 2.55 2.24 2.65 2.38 Diluted earnings per share ...... 2.79 2.53 2.23 2.62 2.34 Basic weighted average common shares ...... 746.3 770.6 777.5 798.9 826.2 Diluted weighted average common shares ...... 757.1 777.0 782.6 808.5 837.0

Selected unaudited quarterly information for 2007 and 2006 (in $ millions, except per share (in $)).

Earnings Per Share Year Ended 31 December 2007 Net Sales Gross Profit Net Income Basic Diluted First quarter ...... 3,858.4 1,383.7 517.5 0.68 0.67 Second quarter ...... 4,515.4 1,657.5 677.0 0.90 0.88 Third quarter ...... 4,617.7 1,749.2 706.7 0.96 0.95 Fourth quarter ...... 3,694.2 1,059.2 214.1 0.29 0.29 Annual ...... 16,685.7 5,849.6 2,115.3 2.83 2.79

Earnings Per Share Year Ended 31 December 2006 Net Sales Gross Profit Net Income Basic Diluted First quarter ...... 3,755.6 1,337.9 499.2 0.64 0.64 Second quarter ...... 4,256.0 1,595.3 637.8 0.83 0.82 Third quarter ...... 4,280.7 1,636.1 637.5 0.83 0.82 Fourth quarter ...... 3,424.8 982.8 190.7 0.25 0.25 Annual ...... 15,717.1 5,552.1 1,965.2 2.55 2.53

314 Year Ended 31 December 2007 2006 2005 2004 2003 (in $ millions, except per share (in $)) Total assets ...... 17,155.0 16,377.2 16,555.0 16,173.4 14,689.5 Debt...... 9,140.3 7,653.5 7,972.1 8,278.6 7,285.4 Common dividends paid ...... 932.4 871.6 800.8 742.8 685.4 Common dividends paid per share . 1.25 1.13 1.03 0.93 0.83

FIVE-YEAR CUMULATIVE TOTAL RETURN(1) (12/31/02 – 12/31/07)

$200

$150

$100

$50

2002 2003 2004 20052006 2007 BUD (3.8% CAGR(3)) $100.00 $110.70 $108.50 $ 94.00$110.30 $120.30 S&P 500 (12.8% CAGR)$100.00 $128.60 $142.60 $149.60$173.10 $182.60 Russell 200(2) (11.7% CAGR) $100.00 $126.70 $137.20 $142.40$164.50 2JAN200920455777 $174.20

Notes: (1) Assumes $100 invested on 31 December 2002 in Anheuser-Busch Companies, Inc. common stock, the S&P 500 Index and the Russell Top 200, with dividends reinvested quarterly. (2) The Russell Top 200 Index is comprised of the 200 largest publicly held United States companies based on market capitalisation, and includes Anheuser-Busch. (3) CAGR: Compound Annual Growth Rate.

315 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON FINANCIAL STATEMENT SCHEDULE To the Board of Directors of Anheuser-Busch Companies, Inc. Our audits of the consolidated financial statements and of the effectiveness of internal control over financial reporting referred to in our report dated 27 February 2008 appearing in the 2007 Annual Report to Shareholders of Anheuser-Busch Companies, Inc. (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of Schedule II – Valuation and Qualifying Accounts and Reserves included in this Form 10-K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

PricewaterhouseCoopers LLP St. Louis, MO 27 February 2008

316 ANHEUSER-BUSCH COMPANIES, INC. SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

2007 2006 (in $ millions) Deferred income tax asset valuation allowance: Balance at beginning of period ...... $47.4 $67.0 Additions charged to expense ...... 13.6 18.5 Reductions from utilisations, primarily litigation settlement in 2006 ...... (11.0) (38.1) Balance at end of period ...... $50.0 $47.4

317 ANHEUSER-BUSCH COMPANIES, INC. RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth the Company’s ratio of earnings to fixed charges, on a consolidated basis for the periods indicated (in $ millions):

2007 2006 2005 2004 2003 Earnings Consolidated pre-tax income ..... 2,422.7 2,276.9 2,057.4 2,812.1 2,643.9 Dividends received from equity investees ...... 413.3 247.0 210.1 179.0 169.2 Net interest capitalised ...... 10.7 10.8 8.3 7.7 3.3 Fixed charges ...... 530.3 498.5 502.3 471.1 442.6 Adjusted earnings ...... 3,377.0 3,033.2 2,778.1 3,469.9 3,259.0

Fixed Charges Interest expense ...... 484.4 451.3 454.5 426.9 401.5 Interest portion of rent expense(1) . 40.3 41.9 42.5 38.9 36.3 Amortisation of deferred debt issuance costs ...... 5.6 5.3 5.3 5.3 4.8 Total fixed charges ...... 530.3 498.5 502.3 471.1 442.6 Ratio of Earnings to Fixed Charges 6.4X 6.1X 5.5X 7.4X 7.4X

Note: (1) Calculated as one-third of total rents paid.

318 ANHEUSER-BUSCH COMPANIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (UNAUDITED)

30 June 31 Dec 2008 2007 (in $ millions, except per share (in $)) Assets Current Assets: Cash ...... 252.8 283.2 Accounts receivable ...... 1,252.3 805.2 Inventories ...... 711.3 723.5 Other current assets ...... 281.9 212.6 Total current assets ...... 2,498.3 2,024.5 Investments in affiliated companies ...... 4,138.4 4,019.5 Plant and equipment, net ...... 8,742.7 8,833.5 Intangible assets, including goodwill of $1,174.4 and $1,134.6 ...... 1,587.3 1,547.9 Other assets ...... 746.0 729.6 Total Assets ...... 17,712.7 17,155.0

Liabilities and Shareholders Equity Current Liabilities: Accounts payable ...... 1,620.4 1,464.5 Accrued salaries, wages and benefits ...... 333.4 374.3 Accrued taxes ...... 168.5 106.2 Accrued interest ...... 143.8 136.4 Other current liabilities ...... 350.8 222.4 Total current liabilities ...... 2,616.9 2,303.8 Retirement benefits ...... 882.3 1,002.5 Debt...... 8,483.2 9,140.3 Deferred income taxes ...... 1,365.8 1,314.6 Other long-term liabilities ...... 260.5 242.2 Shareholders Equity: Common stock, $1.00 par value, authorised 1.6 billion shares ...... 1,495.0 1,482.5 Capital in excess of par value ...... 3,944.6 3,382.1 Retained earnings ...... 18,652.7 17,923.9 Treasury stock, at cost ...... (19,401.9) (18,714.7) Accumulated non-owner changes in equity ...... (586.4) (922.2) Total Shareholders Equity ...... 4,104.0 3,151.6 Commitments and contingencies ...... — — Total Liabilities and Shareholders Equity ...... 17,712.7 17,155.0

See the accompanying footnotes on pages 322 to 326.

319 ANHEUSER-BUSCH COMPANIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

Second Quarter Ended Six Months Ended 30 June 30 June 2008 2007 2008 2007 (in $ millions, except per share (in $)) Gross sales ...... 5,336.1 5,126.2 9,990.8 9,531.8 Excise taxes ...... (614.7) (610.8) (1,170.2) (1,158.0) Net Sales ...... 4,721.4 4,515.4 8,820.6 8,373.8 Cost of sales ...... (2,998.4) (2,857.9) (5,628.5) (5,332.6) Gross profit ...... 1,723.0 1,657.5 3,192.1 3,041.2 Marketing, distribution and administrative expenses ...... (793.2) (756.2) (1,499.5) (1,421.9) Operating income ...... 929.8 901.3 1,692.6 1,619.3 Interest expense ...... (121.6) (119.7) (250.7) (239.6) Interest capitalised ...... 4.1 4.2 9.0 7.7 Interest income ...... 1.2 1.5 2.3 2.0 Other income/(expense), net ...... 2.9 9.6 (2.0) 3.7 Income before income taxes ...... 816.4 796.9 1,451.2 1,393.1 Provision for income taxes ...... (294.2) (314.6) (544.1) (552.7) Equity income, net of tax ...... 167.0 194.7 293.0 354.1 Net income ...... 689.2 677.0 1,200.1 1,194.5 Basic earnings per share ...... 0.96 0.90 1.68 1.57 Diluted earnings per share ...... 0.95 0.88 1.65 1.55 Weighted average shares outstanding: Basic ...... 714.2 754.8 715.4 759.2 Diluted ...... 727.1 765.1 725.8 770.3

See the accompanying footnotes on pages 322 to 326.

320 ANHEUSER-BUSCH COMPANIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

Six Months Ended 30 June 2008 2007 (in $ millions) Cash flow from operating activities: Net income ...... 1,200.1 1,194.5 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortisation ...... 505.5 494.2 Decrease in deferred income taxes ...... (16.3) (39.2) Stock based compensation expenses ...... 30.9 31.3 Undistributed earnings of affiliated companies ...... 128.4 49.0 Gain on sale of business ...... — (16.0) Other, net ...... (82.0) 16.8 Operating cash flow before the change in working capital ...... 1,766.6 1,730.6 Increase in working capital ...... (150.7) (117.5) Cash provided by operating activities ...... 1,615.9 1,613.1 Cash flow from investing activities: Capital expenditures ...... (357.0) (346.2) Acquisitions ...... (49.0) (84.6) Proceeds from sale of business ...... 37.0 16.2 Cash used for investing activities ...... (369.0) (414.6) Cash flow from financing activities: Increase in debt ...... 3.5 333.2 Decrease in debt ...... (665.9) (71.5) Dividends paid to shareholders ...... (471.3) (448.1) Acquisition of treasury stock ...... (695.3) (1,131.4) Shares issued under stock plans ...... 551.7 203.2 Cash used for financing activities ...... (1,277.3) (1,114.6) Net increase/(decrease) in cash during the period ...... (30.4) 83.9 Cash, beginning of period ...... 283.2 219.2 Cash, end of period ...... 252.8 303.1

See the accompanying footnotes on pages 322 to 326.

321 ANHEUSER-BUSCH COMPANIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 1 Unaudited Financial Statements The unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles and applicable SEC guidelines pertaining to quarterly financial reporting, and include all adjustments necessary for a fair presentation. These statements should be read in combination with the consolidated financial statements and notes included in the company’s annual report on Form 10-K for the year ended 31 December 2007.

2 Business Segments Information Comparative business segments information for the second quarter and first six months ended 30 June (in $ millions):

International Corporate & 2nd Quarter U.S. Beer Beer Packaging Entertainment Elims Consolidated 2008 Gross sales ...... 3,893.1 402.6 726.7 416.4 (102.7) 5,336.1 Net sales: Intersegment ...... 0.9 — 245.6 — (246.5) — External ...... 3,346.3 333.8 481.1 416.4 143.8 4,721.4 Income Before Income Taxes 809.2 48.1 49.5 106.4 (196.8) 816.4 Equity income ...... (0.7) 167.7 — — — 167.0 Net income ...... 501.0 197.5 30.7 66.0 (106.0) 689.2 2007 Gross sales ...... 3,741.9 356.5 744.9 400.6 (117.7) 5,126.2 Net sales: Intersegment ...... 0.9 0.2 249.7 — (250.8) — External ...... 3,200.9 285.6 495.2 400.6 133.1 4,515.4 Income Before Income Taxes 791.7 30.0 55.0 113.9 (193.7) 796.9 Equity income ...... 1.5 193.2 — — — 194.7 Net income ...... 492.3 211.8 34.1 70.6 (131.8) 677.0

International Corporate & First Six Months U.S. Beer Beer Packaging Entertainment Elims Consolidated 2008 Gross sales ...... 7,467.8 740.4 1,371.2 638.0 (226.6) 9,990.8 Net sales: Intersegment ...... 1.7 0.1 487.6 — (489.4) — External ...... 6,412.2 624.0 883.6 638.0 262.8 8,820.6 Income Before Income Taxes 1,584.7 85.6 89.4 100.3 (408.8) 1,451.2 Equity income ...... (1.1) 294.1 — — — 293.0 Net income ...... 981.4 347.2 55.4 62.2 (246.1) 1,200.1 2007 Gross sales ...... 7,199.3 642.1 1,349.4 585.6 (244.6) 9,531.8 Net sales: Intersegment ...... 1.7 0.5 481.7 — (483.9) — External ...... 6,154.2 527.0 867.7 585.6 239.3 8,373.8 Income Before Income Taxes 1,549.7 49.1 99.5 95.4 (400.6) 1,393.1 Equity income ...... 1.6 352.5 — — — 354.1 Net income ...... 962.4 382.9 61.7 59.1 (271.6) 1,194.5 In 2008, the company changed reporting responsibility for beer sales in the Caribbean region from U.S. Beer to International Beer and also reassigned certain administrative and technology support costs between Corporate and U.S. Beer. Segment results for 2007 have been updated to conform to the revised reporting conventions.

322 3 Stock Compensation Under the terms of the company’s stock option plans, officers, certain other employees and non-employee directors may be granted options to purchase the company’s common stock at a price equal to the New York Stock Exchange closing composite tape on the date the option is granted. Options generally vest over three years and have a maximum term of 10 years. At 30 June 2008, existing stock plans authorised issuance of 125 million shares of common stock. The company has the choice of issuing either new shares or from treasury stock when options are exercised under employee stock compensation plans. Under the plan for the board of directors, shares are issued from treasury stock. For financial reporting purposes, stock compensation expense is included in cost of sales and marketing, distribution and administrative expenses, depending on where the recipient’s cash compensation is reported, and is classified as a corporate item for business segments reporting. Unrecognised stock compensation expense as of 30 June 2008 totalled $87 million, of which $15 million is expected to be recognised in the third quarter with the remainder recognised in the fourth quarter. The following table provides additional information regarding options outstanding and options that were exercisable as of 30 June 2008 (options and in-the-money values in millions).

Options Outstanding Options Exercisable Wtd. Avg. Wtd. Avg. Pre-tax Wtd. Avg. Pre-tax Range of Exercise Remaining Exercise In-The-Money Exercise In-The-Money Prices Number Life Price Value Number price Value $20-$29 ...... 0.4 0.4 years $29.97 $12.9 0.4 $29.97 $12.9 $30-$39 ...... 3.2 1.4 years $37.84 79.1 3.2 $37.84 $79.1 $40-$49 ...... 48.5 5.1 years $46.55 739.1 39.2 $46.79 $604.8 $50-$54 ...... 35.5 6.4 years $51.46 $394.0 25.8 $51.29 $279.8 $20-$54 ...... 87.6 5.5 years $48.13 $1,225.1 68.6 $47.96 $976.6

4 Derivatives Anheuser-Busch accounts for its derivatives in accordance with FAS No. 133, ‘‘Accounting for Derivatives and Other Hedging Instruments’’, and therefore defers in accumulated non-owner changes in shareholders equity the portion of cash flow hedging gains and losses that equal the change in cost of the underlying hedged transactions. As the underlying hedged transactions occur, the associated deferred hedging gains and losses are reclassified into earnings to match the change in cost of the transaction. For fair value hedges, the changes in value for both the derivative and the underlying hedged exposure are recognised in earnings each quarter. Following are pre-tax gains and losses from derivatives which were recognised in earnings during the second quarter and first six months (in millions). These gains and losses effectively offset changes in the cost or value of the company’s hedged exposures.

Second Quarter First Six Months 2008 2007 2008 2007 Gains Losses Gains Losses Gains Losses Gains Losses $8.5 $1.4 $2.8 $4.3 $14.0 $5.9 $6.5 $9.4 The company immediately recognises in earnings any portion of derivative gains or losses that are not 100 per cent. effective at offsetting price changes in the underlying transactions. Anheuser-Busch recognised net pre-tax gains due to this hedge ineffectiveness of $0.8 million for the second quarter of 2008 compared to net ineffective pre-tax losses of $2.3 million for the second quarter of 2007. For the first six months, the company recognised net ineffective losses of $5.7 million in 2008 and $1.4 million in 2007.

5 Earnings Per Share Earnings per share are calculated by dividing net income by weighted average common shares outstanding for the period. The difference between basic and diluted weighted average common shares is the dilutive impact of unexercised in-the-money stock options. There were no adjustments to net income for any period shown for purposes of calculating earnings per share. Weighted average common

323 shares outstanding for the second quarter and first six months ended 30 June are shown below (millions of shares):

Second Quarter First Six Months 2008 2007 2008 2007 Basic weighted average shares ...... 714.2 754.8 715.4 759.2 Diluted weighted average shares ...... 727.1 765.1 725.8 770.3

6 Non-owner Changes in Shareholders Equity The components of accumulated non-owner changes in shareholders equity, net of applicable taxes, as of 30 June 2008 and 31 December 2007 follow (in $ millions):

30 June 31 December 2008 2007 Foreign currency translation gains/(losses) ...... (63.4) (347.0) Deferred hedging gains/(losses) ...... 29.7 0.1 Deferred securities valuation gains/(losses) ...... 1.3 1.0 Deferred retirement benefits costs ...... (554.0) (576.3) Accumulated non-owner changes in shareholders equity ...... (586.4) (922.2)

Combined net income and non-owner changes in shareholders equity, net of applicable taxes, for the second quarter and first six months ended 30 June follows (in $ millions):

Second Quarter First Six Months 2008 2007 2008 2007 Net income ...... 689.2 677.0 1,200.1 1,194.5 Net change in foreign currency translation ..... 176.2 147.0 283.6 105.9 Net change in deferred hedging gains/(losses) . . . 18.7 (7.0) 29.6 (3.9) Net change in deferred securities valuation .... (0.8) 0.2 0.3 (0.2) Net change in deferred retirement benefits costs 11.1 31.0 22.3 31.0 Combined net income and non-owner changes in shareholders equity ...... 894.4 848.2 1,535.9 1,327.3

7 Inventories The company’s inventories were comprised of the following as of 30 June 2008 and 31 December 2007 (in $ millions).

30 June 31 December 2008 2007 Raw Materials ...... 284.8 365.4 Work-in-Process ...... 127.2 109.9 Finished Goods ...... 299.3 248.2 Total Inventories ...... 711.3 723.5

8 Goodwill Following is goodwill by business segment, as of 30 June 2008 and 31 December 2007 (in $ millions). Goodwill is included in either other assets or investment in affiliated companies, as

324 appropriate, in the consolidated balance sheet. The change in goodwill during the first six months of 2008 is primarily due to fluctuations in foreign currency exchange rates.

30 June 31 December 2008 2007 Domestic Beer ...... 21.2 21.2 International Beer ...... 1,439.0 1,343.3 Packaging ...... 15.8 21.9 Entertainment ...... 288.3 288.3 Total Goodwill ...... 1,764.3 1,674.7

9 Pension and Post-retirement Health Care Expense The components of expense for pensions and post-retirement health care benefits are shown below for the second quarter and first six months of 2008 and 2007 (in $ millions).

Pensions Second Quarter First Six Months 2008 2007 2008 2007 Service cost (benefits earned during the period) . 24.9 25.0 49.8 50.1 Interest cost on benefit obligation ...... 47.6 44.7 95.1 89.3 Assumed return on plan assets ...... (55.4) (52.2) (110.8) (104.3) Amortisation of prior service cost and net actuarial losses ...... 15.0 21.4 30.0 42.7 FAS No. 88 Settlement ...... 2.7 — 2.7 19.0 34.8 38.9 66.8 96.8 Cash contributed to multi employer plans ..... 4.4 4.0 8.5 8.2 Cash contributed to defined contribution plans . . 5.2 5.1 10.6 10.3 44.4 48.0 85.9 115.3

Post-retirement Health Care Second Quarter First Six Months 2008 2007 2008 2007 Service cost (benefits earned during the period) . 6.7 6.9 14.2 13.4 Interest cost on benefit obligation ...... 13.4 11.7 25.5 22.6 Amortisation of prior service cost and net actuarial losses ...... 3.3 4.1 7.9 8.2 Total expense ...... 23.4 22.7 47.6 44.2

10 Equity Investment in Grupo Modelo Summary financial information for Anheuser-Busch’s equity investee Grupo Modelo for the second quarter and first six months of 2008 and 2007 is presented below (in $ millions). The amounts shown represent 100 per cent. of Modelo’s consolidated operating results based on U.S. generally accepted accounting principles on a one-month lag basis, and include the impact of the company’s purchase accounting adjustments.

Results of Operations Second Quarter First Six Months 2008 2007 2008 2007 Net sales ...... 1,576.1 1,438.1 2,880.5 2,596.1 Gross profit ...... 794.9 739.7 1,458.5 1,349.0 Minority interest expense ...... (4.4) (6.2) (5.2) (2.0) Net income ...... 337.9 380.1 593.1 692.8

325 11 Fair Value Measurements Effective in the first quarter of 2008, the company adopted FAS No. 157, ‘‘Fair Value Measurements’’. FAS No. 157 requires specific disclosures regarding assets and liabilities measured at fair value, including the primary sources and potentially the inputs used to determine fair value, depending on the type and reliability of those inputs. Currently, the disclosures prescribed by FAS No. 157 apply only to financial assets and liabilities. Applicability to non-financial assets and liabilities is effective in the first quarter of 2009. The company accounts for financial derivatives at fair value and at 30 June 2008 had derivatives based assets (amounts due from counterparties) of $59.1 million and liabilities (amounts due to counterparties) of $8.3 million reported on the balance sheet. The liabilities are reported in other current liabilities while $58.8 million of the assets are reported in other current assets with the remaining $0.3 million reported in other assets. The fair values of derivatives are determined either through quoted prices in active markets for exchange traded derivatives, which for Anheuser-Busch are primarily commodity derivatives, or through pricing from brokers who develop values based on inputs observable in active markets, such as interest rates and currency volatilities. The fair value of derivatives based on market quoted pricing was net assets of $46.6 million as of 30 June 2008, while the fair value related to broker quoted pricing was net assets of $4.2 million. Anheuser-Busch also uses fair value measurements when it periodically evaluates the recoverability of goodwill and other intangible assets, and when preparing annual fair value disclosures regarding the company’s long-term debt portfolio.

12 InBev Transaction On 31 July 2008, InBev and Anheuser-Busch announced an agreement to combine the two companies, forming the world’s leading global brewer. Anheuser-Busch shareholders will receive $70 per share in cash, for an aggregate equity value of $52 billion. The combined company is called Anheuser-Busch InBev. Both companies’ Boards of Directors have unanimously approved the transaction.

326 ANHEUSER-BUSCH COMPANIES, INC. AND SUBSIDIARIES CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth the company’s ratio of earnings to fixed charges, on a consolidated basis for the periods indicated (in $ millions):

Six Months Ended 30 June Year Ended 31 December 2008 2007 2007 2006 2005 2004 2003 Earnings Consolidated pre-tax income ...... 1,451.2 1,393.1 2,422.7 2,276.9 2,057.4 2,812.1 2,643.9 Dividends received from equity investees . . . 421.3 403.1 413.3 247.0 210.1 179.0 169.2 Net interest capitalised ...... 5.1 6.4 10.7 10.8 8.3 7.7 3.3 Fixed charges ...... 275.1 262.5 530.3 498.5 502.3 471.1 442.6 Adjusted earnings ...... 2,152.7 2,065.1 3,377.0 3,033.2 2,778.1 3,469.9 3,259.0

Fixed Charges Interest expense ...... 250.7 239.6 484.4 451.3 454.5 426.9 401.5 Interest portion of rent expense(1) ...... 21.3 20.1 40.3 41.9 42.5 38.9 36.3 Amortisation of deferred debt issuance costs . 3.1 2.8 5.6 5.3 5.3 5.3 4.8 Total fixed charges ...... 275.1 262.5 530.3 498.5 502.3 471.1 442.6 Ratio ...... 7.8X 7.9X 6.4X 6.1X 5.5X 7.4X 7.4X

Note: (1) The interest portion of rent expense is calculated as one-third of total rents paid.

327 ANHEUSER-BUSCH COMPANIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (UNAUDITED)

30 September 31 December 2008 2007 (in $ millions, except per share (in $)) Assets Current Assets: Cash ...... 314.3 283.2 Accounts receivable ...... 1,131.1 805.2 Inventories ...... 782.6 723.5 Other current assets ...... 259.7 212.6 Total current assets ...... 2,487.7 2,024.5 Investments in affiliated companies ...... 4,290.6 4,019.5 Plant and equipment, net ...... 8,725.7 8,833.5 Intangible assets, including goodwill of $1,198.4 and $1,134.6 ...... 1,644.7 1,547.9 Other assets ...... 711.0 729.6 Total Assets ...... 17,859.7 17,155.0

Liabilities and Shareholders Equity Current Liabilities: Accounts payable ...... 1,721.7 1,464.5 Accrued salaries, wages and benefits ...... 393.3 374.3 Accrued taxes ...... 458.3 106.2 Accrued interest ...... 118.3 136.4 Other current liabilities ...... 339.5 222.4 Total current liabilities ...... 3,031.1 2,303.8 Retirement benefits ...... 926.5 1,002.5 Debt...... 7,688.6 9,140.3 Deferred income taxes ...... 1,339.9 1,314.6 Other long-term liabilities ...... 254.3 242.2 Shareholders Equity: Common stock, $1.00 par value, authorised 1.6 billion shares ...... 1,498.4 1,482.5 Capital in excess of par value ...... 4,128.7 3,382.1 Retained earnings ...... 19,051.4 17,923.9 Treasury stock, at cost ...... (19,430.1) (18,714.7) Accumulated non-owner changes in equity ...... (629.1) (922.2) Total Shareholders Equity ...... 4,619.3 3,151.6 Commitments and contingencies ...... — — Total Liabilities and Shareholders Equity ...... 17,859.7 17,155.0

See the accompanying footnotes on pages 331 to 335.

328 ANHEUSER-BUSCH COMPANIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

Third Quarter Ended Nine Months Ended 30 September 30 September 2008 2007 2008 2007 (in $ millions, except per share (in $)) Gross sales ...... 5,548.6 5,237.4 15,539.4 14,769.2 Excise taxes ...... (632.0) (619.7) (1,802.2) (1,777.7) Net Sales ...... 4,916.6 4,617.7 13,737.2 12,991.5 Cost of sales ...... (3,015.0) (2,868.5) (8,643.5) (8,201.1) Gross profit ...... 1,901.6 1,749.2 5,093.7 4,790.4 Marketing, distribution and administrative expenses ...... (810.9) (777.4) (2,310.4) (2,199.3) Corporate charges ...... (166.2) — (166.2) — Gain on sale of distribution rights ...... 15.3 26.5 15.3 26.5 Operating income ...... 939.8 998.3 2,632.4 2,617.6 Interest expense ...... (116.0) (119.4) (366.7) (359.0) Interest capitalised ...... 3.6 4.5 12.6 12.2 Interest income ...... 1.1 0.7 3.4 2.7 Other income/(expense), net ...... 0.8 (12.6) (1.2) (8.9) Income before income taxes ...... 829.3 871.5 2,280.5 2,264.6 Provision for income taxes ...... (337.4) (350.0) (881.5) (902.7) Equity income, net of tax ...... 174.2 185.2 467.2 539.3 Net income ...... 666.1 706.7 1,866.2 1,901.2 Basic earnings per share ...... 0.92 0.96 2.60 2.53 Diluted earnings per share ...... 0.90 0.95 2.55 2.49 Weighted average shares outstanding: Basic ...... 722.4 738.6 717.7 752.3 Diluted ...... 744.2 745.4 733.1 763.0

See the accompanying footnotes on pages 331 to 335.

329 ANHEUSER-BUSCH COMPANIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

Nine Months Ended 30 September 2008 2007 (in $ millions) Cash flow from operating activities: Net income ...... 1,866.2 1,901.2 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortisation ...... 756.3 748.3 Decrease in deferred income taxes ...... (21.2) (71.1) Stock based compensation expenses ...... 45.5 46.4 Undistributed earnings of affiliated companies ...... (34.7) (126.0) Gain on sale of business ...... (15.3) (42.5) Corporate Charges ...... 140.9 — Other, net ...... (15.3) 79.6 Operating cash flow before the change in working capital ...... 2,722.4 2,535.9 Decrease/(Increase) in working capital ...... 120.4 (83.4) Cash provided by operating activities ...... 2,842.8 2,452.5 Cash flow from investing activities: Capital expenditures ...... (572.4) (564.8) Acquisitions ...... (93.1) (84.7) Proceeds from sale of business ...... 52.3 41.6 Cash used for investing activities ...... (613.2) (607.9) Cash flow from financing activities: Increase in debt ...... 5.0 906.4 Decrease in debt ...... (1,463.2) (257.8) Dividends paid to shareholders ...... (738.7) (691.8) Acquisition of treasury stock ...... (723.4) (1,934.9) Shares issued under stock plans ...... 721.8 215.8 Cash used for financing activities ...... (2,198.5) (1,762.3) Net increase in cash during the period ...... 31.1 82.3 Cash, beginning of period ...... 283.2 219.2 Cash, end of period ...... 314.3 301.5

See the accompanying footnotes on pages 331 to 335.

330 ANHEUSER-BUSCH COMPANIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 1 Unaudited Financial Statements The unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles and applicable SEC guidelines pertaining to quarterly financial reporting, and include all adjustments necessary for a fair presentation. These statements should be read in combination with the consolidated financial statements and notes included in the company’s annual report on Form 10-K for the year ended 31 December 2007.

2 Business Segments Information Comparative business segments information for the third quarter and nine months ended 30 September (in $ millions): International Corporate & Third Quarter U.S. Beer Beer Packaging Entertainment Elims Consolidated 2008 Gross sales ...... 4,032.8 436.4 681.4 499.2 (101.2) 5,548.6 Net sales: Intersegment ...... 0.9 0.1 250.7 — (251.7) — External ...... 3,465.6 370.6 430.7 499.2 150.5 4,916.6 Income Before Income Taxes 897.0 46.2 67.7 169.7 (351.3) 829.3 Equity income ...... (0.8) 175.0 — — — 174.2 Net income ...... 555.4 203.6 42.0 105.2 (240.1) 666.1 2007 Gross sales ...... 3,803.7 380.0 698.6 479.5 (124.4) 5,237.4 Net sales: Intersegment ...... 0.8 0.1 256.9 — (257.8) — External ...... 3,251.8 311.3 441.7 479.5 133.4 4,617.7 Income Before Income Taxes 811.8 34.6 50.6 175.0 (200.5) 871.5 Equity income ...... 1.8 183.4 — — — 185.2 Net income ...... 505.1 204.9 31.4 108.5 (143.2) 706.7

International Corporate & Nine months U.S. Beer Beer Packaging Entertainment Elims Consolidated 2008 Gross sales ...... 11,500.6 1,176.8 2,052.6 1,137.2 (327.8) 15,539.4 Net sales: Intersegment ...... 2.6 0.2 738.3 — (741.1) — External ...... 9,877.8 994.6 1,314.3 1,137.2 413.3 13,737.2 Income Before Income Taxes 2,481.7 131.8 157.1 270.0 (760.1) 2,280.5 Equity income ...... (1.9) 469.1 — — — 467.2 Net income ...... 1,536.8 550.8 97.4 167.4 (486.2) 1,866.2 2007 Gross sales ...... 11,003.0 1,022.1 2,048.0 1,065.1 (369.0) 14,769.2 Net sales: Intersegment ...... 2.5 0.6 738.6 — (741.7) — External ...... 9,406.0 838.3 1,309.4 1,065.1 372.7 12,991.5 Income Before Income Taxes 2,361.5 83.7 150.1 270.4 (601.1) 2,264.6 Equity income ...... 3.4 535.9 — — — 539.3 Net income ...... 1,467.5 587.8 93.1 167.6 (414.8) 1,901.2 In 2008, the company changed reporting responsibility for beer sales in the Caribbean region from U.S. Beer to International Beer and also reassigned certain administrative and technology support costs between Corporate and U.S. Beer. Segment results for 2007 have been updated to conform to the revised reporting conventions.

331 3 Stock Compensation Under the terms of the company’s stock option plans, officers, certain other employees and non-employee directors may be granted options to purchase the company’s common stock at a price equal to the New York Stock Exchange closing composite tape on the date the option is granted. Options generally vest over three years and have a maximum term of 10 years. At 30 September 2008, existing stock plans authorised issuance of 120 million shares of common stock. The company has the choice of issuing either new shares or from treasury stock when options are exercised under employee stock compensation plans. Under the plan for the board of directors, shares are issued from treasury stock. For financial reporting purposes, stock compensation expense is included in cost of sales and marketing, distribution and administrative expenses, depending on where the recipient’s cash compensation is reported, and is classified as a corporate item for business segments reporting. Unrecognised stock compensation expense as of 30 September 2008 totalled $72 million, which is expected to be recognised in the fourth quarter. The following table provides additional information regarding options outstanding and options that were exercisable as of 30 September 2008 (options and in-the-money values in millions).

Options Outstanding Options Exercisable Wtd. Avg. Wtd. Avg. Pre-tax Wtd. Avg. Pre-tax Range of Exercise Remaining Exercise In-The-Money Exercise In-The-Money Prices Number Life Price Value Number price Value $20-$29 ...... 0.4 0.2 years $29.97 $12.7 0.4 $29.69 $12.7 $30-$39 ...... 3.0 1.1 years $37.84 81.6 3.0 $37.84 81.6 $40-$49 ...... 46.6 4.9 years $46.50 1,019.4 37.4 $46.75 683.8 $50-$54 ...... 34.1 6.2 years $51.46 331.3 24.5 $51.29 331.3 $20-$54 ...... 84.1 5.3 years $48.13 $1,445.0 65.3 $47.94 $1,109.4

4 Derivatives Anheuser-Busch accounts for its derivatives in accordance with FAS No. 133, ‘‘Accounting for Derivatives and Other Hedging Instruments’’, and therefore defers in accumulated non-owner changes in shareholders equity the portion of cash flow hedging gains and losses that equal the change in cost of the underlying hedged transactions. As the underlying hedged transactions occur, the associated deferred hedging gains and losses are reclassified into earnings to match the change in cost of the transaction. For fair value hedges, the changes in value for both the derivative and the underlying hedged exposure are recognised in earnings each quarter. Following are pre-tax gains and losses from derivatives which were recognised in earnings during the third quarter and first nine months (in millions). These gains and losses effectively offset changes in the cost or value of the company’s hedged exposures.

Third Quarter Nine Months 2008 2007 2008 2007 Gains Losses Gains Losses Gains Losses Gains Losses $8.8 $3.3 $4.9 $7.8 $22.8 $9.2 $11.4 $17.2 The company immediately recognises in earnings any portion of derivative gains or losses that are not 100 per cent. effective at offsetting price changes in the underlying transactions. Anheuser-Busch recognised net pre-tax gains due to this hedge ineffectiveness of $9.8 million for the third quarter of 2008 compared to net ineffective pre-tax gains of $5.1 million for the third quarter of 2007. For the nine months, the company recognised net ineffective gains of $4.1 million in 2008 and $3.7 million in 2007.

5 Earnings Per Share Earnings per share are calculated by dividing net income by weighted average common shares outstanding for the period. The difference between basic and diluted weighted average common shares is the dilutive impact of unexercised in-the-money stock options. There were no adjustments to net income for any period shown for purposes of calculating earnings per share. Weighted average common

332 shares outstanding for the third quarter and nine months ended 30 September are shown below (millions of shares):

Third Quarter Nine Months 2008 2007 2008 2007 Basic weighted average shares ...... 722.4 738.6 717.7 752.3 Diluted weighted average shares ...... 744.2 745.4 733.1 763.0

6 Non-owner Changes in Shareholders Equity The components of accumulated non-owner changes in shareholders equity, net of applicable taxes, as of 30 September 2008 and 31 December 2007 follow (in $ millions):

30 September 31 December 2008 2007 Foreign currency translation gains/(losses) ...... (57.2) (347.0) Deferred hedging gains/(losses) ...... (29.7) 0.1 Deferred securities valuation gains/(losses) ...... 0.5 1.0 Deferred retirement benefits costs ...... (542.7) (576.3) Accumulated non-owner changes in shareholders equity ...... (629.1) (922.2)

Combined net income and non-owner changes in shareholders equity, net of applicable taxes, for the third quarter and nine months ended 30 September follows (in $ millions):

Third Quarter Nine Months 2008 2007 2008 2007 Net income ...... 666.1 706.7 1,866.2 1,901.2 Net change in foreign currency translation ..... 6.2 (69.3) 289.8 36.6 Net change in deferred hedging gains/(losses) . . . (59.4) (3.7) (29.8) (7.6) Net change in deferred securities valuation .... (0.8) (0.5) (0.5) (0.7) Net change in deferred retirement benefits costs 11.3 15.5 33.6 46.5 Combined net income and non-owner changes in shareholders equity ...... 623.4 648.7 2,159.3 1,976.0

7 Inventories The company’s inventories were comprised of the following as of 30 September 2008 and 31 December 2007 (in $ millions).

30 September 31 December 2008 2007 Raw Materials ...... 368.4 365.4 Work-in-Process ...... 115.0 109.9 Finished Goods ...... 299.2 248.2 Total Inventories ...... 782.6 723.5

8 Goodwill Following is goodwill by business segment, as of 30 September 2008 and 31 December 2007 (in $ millions). Goodwill is included in either other assets or investment in affiliated companies, as

333 appropriate, in the consolidated balance sheet. The change in goodwill during the nine months 2008 is primarily due to fluctuations in foreign currency exchange rates.

30 September 31 December 2008 2007 Domestic Beer ...... 21.2 21.2 International Beer ...... 1,464.8 1,343.3 Packaging ...... 15.8 21.9 Entertainment ...... 288.3 288.3 Total Goodwill ...... 1,790.1 1,674.7

9 Pension and Post-retirement Health Care Expense The components of expense for pensions and post-retirement health care benefits are shown below for the third quarter and nine months of 2008 and 2007 (in $ millions).

Pensions Third Quarter Nine Months 2008 2007 2008 2007 Service cost (benefits earned during the period) . 23.6 23.2 73.4 73.3 Interest cost on benefit obligation ...... 46.0 44.6 141.1 133.9 Assumed return on plan assets ...... (57.2) (52.0) (168.0) (156.3) Amortisation of prior service cost and net actuarial losses ...... 15.3 21.6 45.3 64.3 Impact of enhanced retirement programme .... 21.4 — 21.4 — FAS No. 88 Settlement ...... — — 2.7 19.0 Subtotal ...... 49.1 37.4 115.9 134.2 Cash contributed to multi employer plans ..... 4.4 4.4 12.9 12.6 Cash contributed to defined contribution plans . . 5.3 5.6 15.9 15.9 Total expense ...... 58.8 47.4 144.7 162.7

Post-retirement Health Care Third Quarter Nine Months 2008 2007 2008 2007 Service cost (benefits earned during the period) . 6.8 6.7 21.0 20.1 Interest cost on benefit obligation ...... 13.6 11.3 39.1 33.9 Amortisation of prior service cost and net actuarial losses ...... 3.4 4.1 11.3 12.3 Impact of enhanced retirement programme .... 11.5 — 11.5 — Total expense ...... 35.3 22.1 82.9 66.3

10 Equity Investment in Grupo Modelo Summary financial information for Anheuser-Busch’s equity investee Grupo Modelo for the third quarter and nine months of 2008 and 2007 is presented below (in millions). The amounts shown represent 100 per cent. of Modelo’s consolidated operating results based on U.S. generally accepted accounting principles on a one-month lag basis, and include the impact of the company’s purchase accounting adjustments.

Results of Operations Third Quarter Nine Months 2008 2007 2008 2007 Net sales ...... $1,589.4 $1,481.1 $4,469.9 $4,077.2 Gross profit ...... $762.7 $742.6 $2,221.2 $2,091.6 Minority interest ...... $0.1 $4.9 $(5.1) $3.0 Net income ...... $318.2 $340.5 $911.3 $1,033.3

334 11 Fair Value Measurements Effective in the first quarter 2008, the company adopted FAS No. 157, ‘‘Fair Value Measurements’’. FAS No. 157 requires specific disclosures regarding assets and liabilities measured at fair value, including the primary sources and potentially the inputs used to determine fair value, depending on the type and reliability of those inputs. Currently, the disclosures prescribed by FAS No. 157 apply only to financial assets and liabilities. Applicability to non-financial assets and liabilities is effective in the first quarter 2009. The company accounts for financial derivatives at fair value and at 30 September 2008 had derivatives based assets (amounts due from counterparties) of $32.2 million and liabilities (amounts due to counterparties) of $63.3 million reported on the balance sheet. The liabilities are reported in other current liabilities while $31 million of the assets are reported in other current assets with the remaining $1.2 million reported in other assets. The fair values of derivatives are determined either through quoted prices in active markets for exchange traded derivatives, which for Anheuser-Busch are primarily commodity derivatives, or through pricing from brokers who develop values based on inputs observable in active markets, such as interest rates and currency volatilities. The fair value of derivatives based on market quoted pricing is a net liability of $27.2 million as of 30 September 2008, while the fair value related to broker quoted pricing is a net liability of $3.9 million. Anheuser-Busch also uses fair value measurements when it periodically evaluates the recoverability of goodwill and other intangible assets, and when preparing annual fair value disclosures regarding the company’s long-term debt portfolio.

12 InBev Transaction On 13 July 2008, InBev and Anheuser-Busch announced an agreement to combine the two companies, forming the world’s leading global brewer. Anheuser-Busch shareholders will receive $70 per share in cash, for an aggregate equity value of $52 billion. The combined company is called Anheuser-Busch InBev. Both companies’ Boards of Directors have unanimously approved the transaction, which is also subject to shareholder and regulatory approvals. InBev shareholders approved the transaction in a vote on 29 September 2008 and Anheuser-Busch shareholders met on 12 November 2008 and approved the transaction. The closing of the transaction was completed, and the certificate of merger filed, on 18 November 2008.

13 Corporate Charges The $166.2 million corporate charges line-item in the income statement consists of $120 million for primarily investment banking, legal and accounting services associated with the InBev transaction and related matters, and $46.2 million in pension, retiree medical and severance costs associated with the enhanced retirement programme previously announced by the company. Cash payments associated with the investment banking, legal and accounting services totalled $25.3 million in the third quarter with the remaining $95 million expected to be paid primarily in the fourth quarter. In September 2008, in connection with its plans to reduce costs and improve efficiency, Anheuser- Busch announced the enhanced retirement programme being offered to certain salaried employees. The programme provides enhanced pension and retiree medical benefits to salaried employees who are at least 55 years old as of 31 December 2008. The company estimates that its salaried workforce will be reduced by 10 per cent. to 15 per cent. as a result of this programme and attrition. Total pre-tax expense associated with this programme is estimated in the range of $400 million to $525 million for enhanced retirement and severance costs, with associated cash expenditures of approximately $100 million to $140 million. The $46.2 million non-cash pre-tax charge in the third quarter is the first expense recognised under this programme. The remaining expense is expected to be recognised in the fourth quarter.

335 ANHEUSER-BUSCH COMPANIES, INC. AND SUBSIDIARIES CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth the company’s ratio of earnings to fixed charges, on a consolidated basis for the periods indicated (in $ millions):

Nine Months Ended 30 September Year Ended 31 December 2008 2007 2007 2006 2005 2004 2003 Earnings Consolidated pre-tax income . . . 2,280.5 2,264.6 2,422.7 2,276.9 2,057.4 2,812.1 2,643.9 Dividends received from equity investees ...... 432.5 413.3 413.3 247.0 210.1 179.0 169.2 Net interest capitalised ...... 8.4 9.0 10.7 10.8 8.3 7.7 3.3 Fixed charges ...... 403.6 394.0 530.3 498.5 502.3 471.1 442.6 Adjusted earnings ...... 3,125.0 3,080.9 3,377.0 3,033.2 2,778.1 3,469.9 3,259.0

Fixed Charges Interest expense ...... 366.7 359.0 484.4 451.3 454.5 426.9 401.5 Interest portion of rent expense(1) 32.4 30.8 40.3 41.9 42.5 38.9 36.3 Amortisation of deferred debt issuance costs ...... 4.5 4.2 5.6 5.3 5.3 5.3 4.8 Total fixed charges ...... 403.6 394.0 530.3 498.5 502.3 471.1 442.6 Ratio ...... 7.7X 7.8X 6.4X 6.1X 5.5X 7.4X 7.4X

Note: (1) The interest portion of rent expense is calculated as one-third of total rents paid.

336 DEFINITIONS AmBev...... Companhia de Bebidas das Americas.´ Anheuser-Busch ...... Anheuser-Busch Companies, Inc. Anheuser-Busch InBev/Anheuser-Busch InBev Group . The public limited liability company (soci´et´e anonyme/naamloze vennootschap) Anheuser-Busch InBev SA/NV or Anheuser-Busch InBev SA/NV and the group of companies owned and/or controlled by Anheuser-Busch InBev SA/NV, as the context requires and as existing after the closing of the Acquisition. Base Prospectus ...... The present document, including its Annexes. CBFA...... The Belgian Banking, Finance and Insurance Commission (Commission bancaire, financi`ere et des assurances/Commissie voor net Bank-, Financie- en Assurantiewezen). Company ...... InBev. EBITDA ...... Profit from operations plus amortisation, depreciation and impairment. IFRS ...... International Financial Reporting Standards, including International Accounting Standards (IAS) and Interpretations, as adopted by the European Union. InBev/InBev Group ...... The public limited liability company (soci´et´e anonyme/naamloze vennootschap) Anheuser-Busch InBev SA/NV, incorporated under the laws of Belgium, having its registered office in Brussels, or Anheuser-Busch InBev SA/NV and the group of companies owned and/or controlled by InBev SA/NV, as the context requires and as existing prior to the closing of the Acquisition. InBev Belgium ...... InBev Belgium NV/SA. InBev Share ...... An ordinary share of InBev SA/NV, without nominal value. KPIs ...... Key performance indicators. Labatt ...... Labatt Brewing Company Ltd. Lakeport ...... Lakeport Brewing Income Fund. PET bottle ...... A polyethylene terephthalate bottle. Prospectus Directive ...... The Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003 on the base prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC. Quinsa ...... Quilmes Industrial S.A. Rights Issue ...... 8 for 5 rights offering of 986,109,272 InBev Shares. SEC...... The U.S. Securities and Exchange Commission. Securities Act ...... The United States Securities Act of 1933 (as amended). Sedrin ...... Fujian Sedrin Brewery Co. Ltd. U.K...... United Kingdom. U.S...... United States of America. U.S. GAAP ...... Accounting principles generally accepted in the United States of America.

337 VPO...... Voyager Plant Optimisation. VVPR Strip ...... The coupon sheet, one coupon of which, if tendered together with a coupon corresponding to one share, entitles the eligible holder to a reduced rate of Belgian withholding tax of 15 per cent. instead of 25 per cent.

338 REGISTERED OFFICES OF THE OBLIGORS

Ambrew S.A. Anheuser-Busch Companies, Inc. 5 Parc d’Activite´ Syrdall 1209 Orange Street L-5365 Munsbach¨ Wilmington Luxembourg Delaware 19801

Anheuser-Busch InBev SA/NV Anheuser-Busch InBev Worldwide Inc. Grand-Place/Grote Markt 1 1209 Orange Street 1000 Brussels Wilmington Belgium Delaware 19801

Brandbrew S.A. Cobrew NV/SA 5 Parc d’Activite´ Syrdall Brouwerijplein 1 L-5365 Munsbach¨ 3000 Leuven Luxembourg Belgium

InBev Belgium NV/SA InBev France S.A.S. 21, Boulevard Industriel 14, avenue Pierre Brossolette 1070 Brussels (Anderlecht) 59280 Armentieres` Belgium France

InBev Nederland N.V. Interbrew Central European Holding B.V. Ceresstraat 1 Ceresstraat 1 4811 CA Breda 4811 CA Breda The Nederlands The Netherlands

Interbrew International B.V. Nimbuspath Limited Ceresstraat 1 Porter Tun House 4811 CA Breda 500 Capability Green The Netherlands Luton Bedfordshire LU1 3LS United Kingdom

Sun Interbrew Limited PO Box 207 13-14 Esplanade St. Helier Jersey JE1 1BD Channel Islands

ISSUING AND PRINCIPAL PAYING AGENT

BGL Soci´et´e Anonyme 50, avenue J.F. Kennedy L-2951 Luxembourg

OTHER PAYING AGENTS

ING Bank N.V. ING Bank N.V., Frankfurt Branch Van Heenvlietlaan 220 Hahnstrasse 49 1083 CN Amsterdam 60528 Frankfurt am Main The Netherlands Germany

339 DOMICILIARY AGENT

Fortis Bank NV/SA Montagne du Parc 3 B-1000 Brussels Belgium

LEGAL ADVISERS

To the Issuers and the Guarantors as to English law Linklaters LLP One Silk Street London EC2Y 8HQ United Kingdom

To the Issuers and the Guarantors as to To the Issuers and the Guarantors as to Belgian law Luxembourg law Linklaters LLP Linklaters LLP Rue Brederode 13 Allegro Building 1000 Brussels 35 avenue John F. Kennedy Belgium L-1855 Luxembourg

To the Issuers and the Guarantors as to French law To the Issuers and the Guarantors as to Dutch law Linklaters LLP Linklaters LLP 25 rue de Marignan World Trade Centre Amsterdam Paris F-75008 Tower H, 22nd Floor France Zuidplein 180 1077 XV Amsterdam The Netherlands

To the Issuers and the Guarantors as to Jersey law To the Issuers and the Guarantors as to U.S. law Mourant du Feu & Jeune Sullivan & Cromwell LLP 22 Grenville Street 125 Broad Street St. Helier New York, New York 10004-2498 Jersey JE4 8PX United States Channel Islands

To the Dealers as to English and Belgian law Allen & Overy LLP One Bishops Square London E1 6AD United Kingdom

AUDITORS

To Anheuser-Busch InBev To Brandbrew Klynveld Peat Marwick Goerdeler (KPMG) KPMG Audit S.a` r.l. R´eviseurs d’Entreprises 9, Allee´ Scheffer SCCRL/Bedrijfsrevisoren BCVBA L-2520 Luxembourg Avenue du Bourget/Bourgetlaan 40 1130 Brussels Belgium

340 DEALERS

Banco Santander S.A. Barclays Bank PLC Ciudad Grupo Santander 5 The North Colonnade Avenida de Cantabria, s/n Canary Wharf Edificio Encinar, planta baja London E14 4BB 28660 Boadilla de Monte (Madrid) United Kingdom Spain

BNP PARIBAS Deutsche Bank AG, London Branch 10 Harewood Avenue Winchester House London NW1 6AA 1 Great Winchester Street United Kingdom London EC2N 2DB United Kingdom

Fortis Bank NV/SA ING Belgium SA/NV Montagne du Parc 3 Avenue Marnixlaan 24 B-1000 Brussels 1000 Brussels Belgium Belgium

J.P. Morgan Securities Ltd. Mitsubishi UFJ Securities International plc 125 London Wall 6 Broadgate London EC2Y 5AJ London EC2M 2AA United Kingdom United Kingdom

Mizuho International plc The Royal Bank of Scotland plc Bracken House 135 Bishopsgate One Friday Street London EC2M 3UR London EC4M 9JA United Kingdom United Kingdom

341 Merrill Corporation Ltd, London 08ZDX11301