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€40,000,000,000 Euro Medium Term Note Programme Unconditionally and Irrevocably Guaranteed By ANHEUSER-BUSCH INBEV SA/NV (a Belgian 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 société à responsabilité limitée incorporated under the laws of the Grand Duchy of Luxembourg with registered office at 15 Breedewues, 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 société anonyme under the laws of the Grand Duchy of Luxembourg with registered office at 15 Breedewues, 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 Corporate & Investment Banking The date of this Base Prospectus is 12 December 2018 CONTENTS Page ABOUT THIS DOCUMENT .................................................................................................................................. 1 IMPORTANT NOTICES ........................................................................................................................................ 4 HOW DO I USE THIS BASE PROSPECTUS?.................................................................................................... 12 1. SUMMARY............................................................................................................................................... 14 2. RISK FACTORS ....................................................................................................................................... 34 3. INFORMATION ABOUT THE PROGRAMME ..................................................................................... 62 4. HOW THE RETURN ON YOUR INVESTMENT IS CALCULATED ................................................... 67 5. DESCRIPTION OF THE ISSUER ............................................................................................................ 72 6. SELECTED FINANCIAL INFORMATION .......................................................................................... 123 7. DESCRIPTION OF GUARANTORS ..................................................................................................... 131 8. DOCUMENTS INCORPORATED BY REFERENCE........................................................................... 141 9. SUBSCRIPTION AND SALE ................................................................................................................ 144 10. TAXATION ............................................................................................................................................. 149 11. IMPORTANT INFORMATION RELATING TO PUBLIC OFFERS OF NOTES................................ 159 12. GENERAL CONSENT – THE AUTHORISED OFFER TERMS .......................................................... 164 13. USE OF PROCEEDS .............................................................................................................................. 168 14. ADDITIONAL INFORMATION ............................................................................................................ 184 APPENDIX A - DEFINED TERMS ................................................................................................................... 188 APPENDIX B - TERMS AND CONDITIONS OF THE NOTES ...................................................................... 192 APPENDIX C - FORM OF THE NOTES ........................................................................................................... 229 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 principal 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 basis to one or more of the Dealers specified under Section 1 (Summary) and any additional Dealer appointed under the Programme from time to time by the Issuer (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. Notes may be denominated in any currency as agreed between the Issuer and the relevant Dealer. The payments of all amounts due in respect of the Notes will, subject to Condition 2.2 (Status of the Guarantees), be unconditionally and irrevocably guaranteed on a joint and several basis (in certain cases up to a maximum statutory amount) by whichever of Anheuser-Busch Companies, LLC ("Anheuser-Busch Companies"), Anheuser-Busch InBev Finance Inc. ("ABIFI"), Anheuser-Busch InBev Worldwide Inc. ("ABIWW"), Brandbev S.à r.l. ("Brandbev"), Brandbrew S.A. ("Brandbrew") and Cobrew NV ("Cobrew") are specified as Guarantors in the applicable final terms document (the "Final Terms") or in the applicable separate prospectus specific to an issue of Notes (the "Drawdown Prospectus") as described under "Final Terms and Drawdown Prospectus" below (together the "Guarantors" and each a "Guarantor" and, together with the Issuer, the "Obligors"). This Base Prospectus contains information describing business activities of the Issuer and the Guarantors, as well as certain financial information and material risks faced by the Issuer and the Guarantors, and is intended to provide investors with the information necessary to enable them to make an informed investment decision before purchasing any Notes. This Base Prospectus is valid for one year from the date hereof and may be supplemented from time to time to reflect any significant new factor, material mistake or inaccuracy relating to the information included in it. What types of Notes does this Base Prospectus relate to? This Base Prospectus relates to the issuance of three different types of Notes: 1. Fixed Rate Notes, on which the Issuer will pay interest at a fixed rate; 2. Floating Rate Notes, on which the Issuer will pay interest at a floating rate; and 3. Zero Coupon Notes, which do not bear interest. Notes may also be issued as a combination of these options. How do I use this Base Prospectus? The contractual terms of any particular issuance of Notes will comprise the terms and conditions set out in Appendix B (Terms and Conditions of the Notes) at pages 192 to 227 of this Base Prospectus (the "Conditions"), as completed by a separate final terms document, which is specific to that issuance of Notes (the "Final Terms"). The Conditions comprise numbered provisions (1-16) including generic provisions that are applicable to Notes generally and certain optional provisions that will only apply to certain issuances of Notes. The following provisions within the Conditions (together with the introductory wording appearing before Condition 1 on page 193) apply to Notes generally: • Condition 1 (Form, Denomination and Title) • Condition 2 (Status of the Notes and the Guarantees) - 1- • Condition 3 (Covenants) • Condition 7 (Taxation) • Condition 8 (Prescription) • Condition 9 (Events of Default) • Condition 10 (Domiciliary Agent and Paying Agent) • Condition 11 (Notices) • Condition 12 (Substitution) • Condition 13 (Meetings of Noteholders and Modification) • Condition 14 (Further Issues) • Condition 15 (Contracts (Rights of Third Parties) Act 1999) • Condition 16 (Governing Law and Submission to Jurisdiction) The following Conditions contain certain optional provisions that will only apply to certain issuances of Notes: • Condition 4 (Interest) • Condition 5 (Payments) • Condition 6 (Redemption and Purchase) The applicable Final Terms will specify which optional provisions apply to any particular issuance of Notes. What other documents should I read? This Base Prospectus contains all information which is necessary to enable investors to make an informed decision regarding the financial position and prospects of each of the Issuer and the Guarantors and the rights attaching to the Notes. Some of this information (such as the latest publicly available
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