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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, rue Gabriel Lippmann, L-5365 Munsbach,¨ Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B-75696) as Issuers on the basis set out below E15,000,000,000 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 SA/NV (a public limited liability company with registered office at Grand-Place/Grote Markt 1, 1000 Brussels, Belgium) 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.A` R.L. (a company incorporated under the laws of the Grand Duchy of Luxembourg with registered office at 5, rue Gabriel Lippmann, L-5365 Munsbach,¨ 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 5, rue Gabriel Lippmann, L-5365 Munsbach,¨ 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) Under this A15,000,000,000 Euro Medium Term Note Programme (the ‘‘Programme’’), Brandbrew S.A. (‘‘Brandbrew’’) and Anheuser-Busch InBev SA/NV (‘‘Anheuser-Busch InBev’’ and, together with Brandbrew, 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 is specified as the Issuer of such Notes in the applicable Final Terms. 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 whichever of Anheuser-Busch Companies, LLC (‘‘Anheuser-Busch Companies’’), Anheuser-Busch InBev, except where it is the relevant Issuer, Anheuser-Busch InBev Finance Inc. (‘‘ABIFI’’), Anheuser-Busch InBev Worldwide Inc. (‘‘ABIWW’’), Brandbev S.a` r.l. (‘‘Brandbev’’), Brandbrew, except where it is the relevant Issuer, and Cobrew NV (‘‘Cobrew’’) are specified as Guarantors in the applicable Final Terms (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 A15,000,000,000 (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 Conduct Authority under Part VI of 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 certain other information which is 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 will be filed with the UK Listing Authority and the London Stock Exchange. 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 new Base Prospectus or drawdown prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes. The Programme has been rated ‘‘A3’’ (Senior Unsecured) and ‘‘P-2’’ (Short-Term) by Moody’s Investors Service, Inc. (‘‘Moody’s) and ‘‘A’’ (Senior Unsecured) and ‘‘A-1’’ (Short-Term) by Standard & Poor’s Credit Market Services Europe Limited (‘‘S&P’’). S&P is established in the European Union (the ‘‘EU’’) and is registered under Regulation (EC) No. 1060/2009 (as amended) of the European Parliament and of the Council of 16 September 2009 on credit rating agencies (the ‘‘CRA Regulation’’). Moody’s is not established in the EU but its ratings are endorsed by Moody’s Investors Service Limited which is established in the EU and registered under the CRA Regulation. Notes to be issued under the Programme will be rated or unrated. Where a tranche of Notes is to be rated, such rating will not necessarily be the same as the rating assigned to the Notes already issued. Please also refer to ‘‘Ratings’’ in the ‘‘Summary’’ section of this Base Prospectus and to ‘‘Credit ratings may not reflect all risks’’ in the ‘‘Risk Factors’’ section of this Base Prospectus. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks, see ‘‘Risk Factors’’. Arranger DEUTSCHE BANK Dealers Barclays J.P. Morgan BNP PARIBAS Mitsubishi UFJ Securities BNP Paribas Fortis Mizuho Securities Deutsche Bank Santander Global Banking & Markets ING The Royal Bank of Scotland The date of this Base Prospectus is 22 August 2013 This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area) (the ‘‘Prospectus Directive’’). The Issuers accept responsibility for the information contained in this Base Prospectus and the relevant Issuer accepts responsibility for the information contained in the Final Terms for each Tranche of Notes issued under the Programme by such Issuer. 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 and in the Final Terms for each Tranche of Notes issued under the Programme of which it is a Guarantor. 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). Copies of Final Terms will be available for viewing on the website of the Regulatory News Service operated by the London Stock Exchange (at www.londonstockexchange.com/exchange/news/market-news/ market-news-home.html) and from the specified offices set out below of the Paying Agents (as defined below) (in the case of Notes issued by Brandbrew) 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. 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
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