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Important Notice Not for Distribution to Any Person IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE U.S. OR TO U.S. PERSONS EXCEPT AS DESCRIBED BELOW. IMPORTANT: You must read the following before continuing. The following applies to the Base Prospectus following this page and you are therefore advised to read this carefully before reading, accessing or making any other use of the Base Prospectus. In accessing the Base Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION OF THE DOCUMENT CONSTITUTES AN OFFER OF SECURITIES FOR SALE OR A SOLICITATION OF AN OFFER TO BUY IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO OR TO U.S. PERSONS. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). SUBJECT TO CERTAIN EXCEPTIONS, SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS. TERMS USED IN THIS PARAGRAPH HAVE THE MEANING GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT. THE FOLLOWING BASE PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. ADDRESS OR TO U.S. PERSONS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your Representation: This Base Prospectus is being sent at your request and by accepting the e-mail and accessing the Base Prospectus, you shall be deemed to have represented to us that you consent to delivery of this Base Prospectus by electronic transmission and that the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the U.S., its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any State of the United States or the District of Columbia and that you are not a U.S. person. You are reminded that this Base Prospectus has been delivered to you on the basis that you are a person into whose possession the Base Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this Base Prospectus to any other person. The Base Prospectus does not constitute, and may not be used in conjunction with, an offer or solicitation in any place where offers or solicitations are not permitted by law. This Base Prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Issuer nor the Guarantors nor the Dealers accept any liability or responsibility whatsoever in respect of any difference between the Base Prospectus distributed to you in electronic format and the hard copy version available to you on request from the Issuer. This Base Prospectus is being distributed only to and directed only at (i) persons who are outside the United Kingdom, (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or (iii) those persons to whom it may otherwise lawfully be distributed (all such persons together being referred to as "relevant persons"). This Base Prospectus is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Base Prospectus relates is available only to relevant persons and will be engaged in only with relevant persons. ANHEUSER-BUSCH INBEV SA/NV (a public limited liability company with registered office at Grand-Place/Grote Markt 1, 1000 Brussels, Belgium) as Issuer on the basis set out below €40,000,000,000 Euro Medium Term Note Programme unconditionally and irrevocably guaranteed by ANHEUSER-BUSCH COMPANIES, LLC (a limited liability company incorporated in the State of Delaware with registered office at 1209 Orange Street, Wilmington, Delaware 19801 United States of America) ANHEUSER-BUSCH INBEV FINANCE INC. (a company incorporated in the State of Delaware with registered office at 1209 Orange Street, Wilmington, Delaware 19801 United States of America) ANHEUSER-BUSCH INBEV WORLDWIDE INC. (a company incorporated in the State of Delaware with registered office at 1209 Orange Street, Wilmington, Delaware 19801 United States of America) BRANDBEV S.À R.L. (a company incorporated under the laws of the Grand Duchy of Luxembourg with registered office at Zone Industrielle Breedewues No. 15, L-1259 Senningerberg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 80.984) BRANDBREW S.A. (a company incorporated under the laws of the Grand Duchy of Luxembourg with registered office at Zone Industrielle Breedewues No. 15, L-1259 Senningerberg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B-75696) COBREW NV (a Belgian public limited liability company with registered office at Brouwerijplein 1, 3000 Leuven, Belgium) An investment in Notes issued under the Programme involves certain risks. You should have regard to the risk factors described in Section 2 (Risk Factors) of this Base Prospectus. Arranger DEUTSCHE BANK Dealers Barclays J.P. Morgan BNP PARIBAS Mizuho Securities BNP Paribas Fortis MUFG Deutsche Bank NatWest Markets ING Santander Global Corporate Banking The date of this Base Prospectus is 6 December 2016 CONTENTS Page IMPORTANT NOTICES ........................................................................................................................................ 4 HOW DO I USE THIS BASE PROSPECTUS? .................................................................................................... 11 1. SUMMARY............................................................................................................................................... 13 2. RISK FACTORS ....................................................................................................................................... 31 3. INFORMATION ABOUT THE PROGRAMME ..................................................................................... 60 4. HOW THE RETURN ON YOUR INVESTMENT IS CALCULATED ................................................... 65 5. DESCRIPTION OF THE ISSUER ............................................................................................................ 70 6. PRO FORMA FINANCIAL INFORMATION ....................................................................................... 124 7. AUDITOR'S REPORT ON THE COMPILATION OF PRO FORMA FINANCIAL INFORMATION ..................................................................................................................................... 145 8. SELECTED FINANCIAL INFORMATION .......................................................................................... 149 9. DESCRIPTION OF GUARANTORS ..................................................................................................... 157 10. DOCUMENTS INCORPORATED BY REFERENCE .......................................................................... 167 11. SUBSCRIPTION AND SALE ................................................................................................................ 170 12. TAXATION............................................................................................................................................. 174 13. IMPORTANT INFORMATION RELATING TO PUBLIC OFFERS OF NOTES ............................... 182 14. GENERAL CONSENT – THE AUTHORISED OFFER TERMS .......................................................... 186 15. USE OF PROCEEDS .............................................................................................................................. 190 16. FORM OF FINAL TERMS ..................................................................................................................... 192 17. ADDITIONAL INFORMATION ............................................................................................................ 204 APPENDIX A - DEFINED TERMS ................................................................................................................... 208 APPENDIX B - TERMS AND CONDITIONS OF THE NOTES ...................................................................... 212 APPENDIX C - FORM OF THE NOTES ........................................................................................................... 240 ABOUT THIS DOCUMENT What is this document? This document (the "Base Prospectus") relates to the €40,000,000,000 Euro Medium Term Note Programme (the "Programme") of Anheuser-Busch InBev SA/NV (the "Issuer") under which the Issuer may from time to time issue notes (the "Notes"). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed €40,000,000,000 (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
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