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Anheuser-Busch Inbev Sa/Nv Anheuser-Busch Companies, Llc Anheuser-Busch Inbev Finance Inc. Anheuser-Busch Inbev Worldwide Inc. B

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Anheuser-Busch Inbev Sa/Nv Anheuser-Busch Companies, Llc Anheuser-Busch Inbev Finance Inc. Anheuser-Busch Inbev Worldwide Inc. B 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) Under this €40,000,000,000 Euro Medium Term Note Programme (the "Programme"), Anheuser-Busch InBev SA/NV (the "Issuer" or "AB InBev") may, subject to compliance with all relevant laws, regulations and directives, from time to time, issue notes (the "Notes") denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). 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 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 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 (together the "Guarantors" and each a "Guarantor" and, together with the Issuer, the "Obligors"). 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 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. This Base Prospectus has been approved by the United Kingdom Financial Conduct Authority (the "FCA"), as competent authority under Regulation (EU) 2017/1129 (the "Prospectus Regulation") as a base prospectus issued in compliance with the Prospectus Regulation for the purpose of giving information with regard to the issue of Notes under the Programme during the period of twelve months after the date hereof. The FCA has only approved this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such an approval should not be considered as an endorsement of the Issuer or the Guarantors nor as an endorsement of the quality of any Notes. Investors should make their own assessment as to the suitability of investing in such Notes. This Base Prospectus is valid for a period of twelve months from the date of approval. Applications have been made for such Notes to be admitted during the period of twelve months after the date hereof to listing on the Official List of the FCA (the "Official List") and to trading on the regulated market (the "Main Market") of the London Stock Exchange plc (the "London Stock Exchange"). 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 Main Market. The Main Market of the London Stock Exchange is a regulated market for the purposes of Directive 2014/65/EU on markets in financial instruments (as amended, "MiFID II"). 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 FCA and the London Stock Exchange or in a separate prospectus specific to such Tranche (the "Drawdown Prospectus") as described under "Final Terms and Drawdown Prospectuses" below. The 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 a 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 "Baa1" (Senior Unsecured) and "P-2" (Short-Term) by Moody's Investors Service, Inc. ("Moody's") and "A-" (Senior Unsecured) and "A-2" (Short-Term) by S&P Global Ratings Europe Limited ("S&P"). S&P is established in the European Union ("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"). As such, S&P is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with 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. Fitch Ratings Ltd ("Fitch") may in the future rate Notes issued under the Programme. Fitch is established in the EU and registered under the CRA Regulation. As such, Fitch is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with the CRA Regulation. 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 refer to "Credit ratings may not reflect all risks" in the section entitled "Risk Factors" 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. Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of the Issuer and the Guarantors to fulfil their respective obligations under the Notes and the Guarantees are discussed under "Risk Factors" below. The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and are subject to U.S. tax law requirements. The Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")) except in certain transactions exempt from the registration requirements of the Securities Act. 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 13 December 2019 - i - CONTENTS Page IMPORTANT NOTICES ............................................................................................................................. 2 OVERVIEW OF THE PROGRAMME ....................................................................................................... 9 RISK FACTORS ........................................................................................................................................ 14 DOCUMENTS INCORPORATED BY REFERENCE ............................................................................. 44 FINAL TERMS AND DRAWDOWN PROSPECTUSES ........................................................................ 46 FORM OF THE NOTES ............................................................................................................................ 47 TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 48 APPLICABLE FINAL TERMS ................................................................................................................. 87 USE OF PROCEEDS ................................................................................................................................
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