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21Nov200819011210 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.
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