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ANHEUSER-BUSCH INBEV SA/NV - AB InBev Launches Cash Tender Offers for up to USD 3 Billion Aggregate Purchase Price

Release Date: 12/11/2024 10:32
Code(s): ANH     PDF:  
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AB InBev Launches Cash Tender Offers for up to USD 3 Billion Aggregate Purchase Price

Anheuser-Busch InBev SA/NV
(Incorporated in the Kingdom of Belgium)
Register of Companies Number: 0417.497.106
Euronext Brussels Share Code: ABI
Mexican Stock Exchange Share Code: ANB
NYSE ADS Code: BUD
JSE Share Code: ANH
ISIN: BE0974293251
("AB InBev" or the "Company")


AB InBev Launches Cash Tender Offers for
up to USD 3 Billion Aggregate Purchase Price
of Fourteen Series of USD Notes, Two Series
of GBP Notes and One Series of EUR Notes

12 November 2024 – Anheuser-Busch InBev SA/NV ("AB InBev") (Euronext: ABI) (NYSE: BUD) (MEXBOL: ANB) (JSE:
ANH) today announced the commencement of offers by AB InBev and its wholly-owned subsidiaries, Anheuser-Busch
InBev Worldwide Inc. ("ABIWW"), Anheuser-Busch Companies, LLC ("ABC") and Anheuser-Busch InBev Finance Inc.
("ABIFI", and together with AB InBev, ABIWW and ABC, the "Companies"), to purchase for cash any validly tendered (and
not validly withdrawn) and accepted notes up to an aggregate purchase price (excluding accrued and unpaid interest) of
USD 3 billion (such amount, as the same may be increased or decreased, the "Offer Cap") of (i) eight series of USD notes
issued by ABIWW, four series of USD notes issued by ABIFI, and two series of USD notes issued by ABIWW and ABC
(collectively, the "USD Notes"), (ii) two series of GBP notes issued by AB InBev (the "GBP Notes") and (iii) one series of
EUR notes issued by AB InBev (the "EUR Notes" and together with the USD Notes and the GBP Notes, the "Notes") as
described in the table below (the "Tender Offers").

The Tender Offers are being made upon the terms and subject to the conditions set forth in the offer to purchase dated
12 November 2024 (the "Offer to Purchase"). Terms not defined in this announcement have the meanings given to them
in the Offer to Purchase. Copies of the Offer to Purchase are available to holders through the information agent, Global
Bondholder Services Corporation, at its website https://gbsc-usa.com/registration/abi or by calling +1 (855) 654-2014 (toll
free) or +1 212-430-3774 (for banks and brokers).

Upon the terms and subject to the conditions set forth in the Offer to Purchase, each of AB InBev, ABIFI, ABIWW and
ABC is offering to purchase, up to the Offer Cap, the Notes issued by it set forth in the table below, subject to the
Acceptance Priority Levels (as defined below). Notes purchased in the Tender Offers will be retired and cancelled.


Notes Listed Below Up to the Offer Cap(a) of $3,000,000,000


                                                                                                                       Early Tender
                                                                                           Reference         Fixed     Payment (per
                                                                                           Security /        Spread    $1,000,             
           ISIN / (if applicable)     Outstanding     Maturity      Issuer    Acceptance   Interpolated      (basis    €1,000 or        Bloomberg              
Title of        CUSIP                  Principal       Date          and       Priority     Mid-Swap         points)   £1,000, as       Reference                                
Notes(f)                                Amount                     Offeror     Level(b)      Rate(c)           (d)     applicable)(e)    Page  
                                                                                                            

2.850%
Notes                                                                                      UKT 1.750%
 due                                                    May 25,                         due September 7,                                FIT GLT10-
 2037           BE6295395956          £248,080,000       2037       AB InBev    1              2037             25        £30               50
                                                                                                                                 

3.750%
 Notes       US03523TBQ04/                             July 15,                           UST 4.125% due
  due          03523TBQ0              $350,064,000       2042        ABIWW      2         August 15, 2044       50        $30            PX1
 2042                                                                       
 


4.000%
 Notes      US035242AB27/                             January 17,                         UST 4.125% due
 due         035242AB2                $340,690,000      2043         ABIFI     3          August 15, 2044       53        $30            PX1
 2043                                                                          
 


2.250%
 Notes                                                 May 24,                             UKT 0.500% due
  due       BE6295393936            £336,755,000        2029        AB InBev   4         January 31, 2029       15        £30        FIT GLT0-10
 2029                                                                                 
 


 2.000%
  Notes                                                                                                                                IRSB EU
  due                                                January 23,                         Interpolated Mid-                             (Pricing
  2035      BE6301511034            €750,000,000       2035         AB InBev   5            Swap Rate           75        €30         Source: BGN)  
                                                                                      
  
4.350%
 Notes      US035240AS95/                               June 1,                           UST 4.125% due
 due         035240AS9              $1,000,000,000       2040       ABIWW      6          August 15, 2044        50        $30            PX1
 2040                                                                         


4.600%
 Notes      US035240AU42/                               June 1,                           UST 4.250% due
 due         035240AU4              $346,700,000         2060       ABIWW      7          August 15, 2054        61        $30            PX1
 2060                                                                       
 

4.500%
 Notes       US035240AT78                                June 1,                          UST 4.250% due
  due        /035240AT7             $1,102,026,000        2050      ABIWW      8          August 15, 2054        53        $30            PX1
 2050                                                                       
 

4.600%
 Notes      US035240AN09/                               April 15,                         UST 4.250% due
 due         035240AN0              $1,054,703,000       2048       ABIWW      9           August 15, 2054       61        $30            PX1
 2048                                                                       
 

4.625%
 Notes      US03524BAF31/                              February 1,                        UST 4.125% due
  due        03524BAF3              $850,000,000          2044      ABIFI     10         August 15, 2044        56        $30            PX1
  2044                                                                      
 

4.750%
 Notes      US035240AP56/                               April 15,                         UST 4.250% due
 due         035240AP5              $980,693,000          2058     ABIWW      11          August 15, 2054       70        $30            PX1
 2058                                                                      
 


4.375%
 Notes    US035240AM26/                                 April 15,                        UST 4.250% due
 due        035240AM2               $1,500,000,000        2038     ABIWW      12        November 15, 2034       75         $30             PX1
2038                                                                
 
          US03522AAJ97/
            03522AAJ9
              144A:
4.900%    US03522AAF75/
 Notes      03522AAF7                                  February 1,  ABIWW               UST 4.125% due
  due        Reg S:                $9,542,514,000(g)     2046      and ABC    13        August 15, 2044         69         $30             PX1
 2046     USU00323AF97/
            U00323AF9                                                               


4.900%
 Notes    US035242AN64/                                February 1,                       UST 4.125% due
  due       035242AN6              $1,457,486,000        2046       ABIFI     14         August 15, 2044        69         $30             PX1
 2046                                                                  
 

3.500%
 Notes    US035240AV25/                                  June 1,                         UST 4.125% due
  due        035240AV2             $1,750,000,000         2030      ABIWW     15         October 31, 2029       39         $30             PX1
 2030                                                               
 
          US03522AAH32/
            03522AAH3
4.700%        144A:
 Notes    US03522AAE01/                                February 1,   ABIWW                UST 4.250% due
 due        03522AAE0              $5,385,495,000(h)     2036       and ABC   16         November 15, 2034      67         $30             PX1
 2036        Reg S:                                             
          USU00323AE23/
           U00323AE2
                   
4.700%
 Notes    US035242AM81/                                February 1,                       UST 4.250% due
  due      035242AM8               $614,505,000          2036      ABIFI      17        November 15, 2034       67         $30             PX1
 2036                                                                 
 


    (a) The offers with respect to the Notes are subject to an Offer Cap equal to an aggregate purchase price (excluding
        accrued interest) of up to $3,000,000,000, subject to the terms and conditions described in the Offer to Purchase.

    (b) We will accept Notes in the order of their respective Acceptance Priority Level specified in the table above (each, an
        "Acceptance Priority Level", with "1" being the highest Acceptance Priority Level and "17" being the lowest
        Acceptance Priority Level), subject to the terms and conditions described in the Offer to Purchase.

    (c) The applicable Reference Security will be used to calculate the applicable Total Consideration (as defined below)
        payable for each series of GBP Notes and USD Notes, and the Interpolated Mid-Swap Rate will be used to calculate
        the applicable Total Consideration payable for the EUR Notes. The Total Consideration payable pursuant to the
        Tender Offers will be calculated and determined as set forth in the Offer to Purchase

    (d) The applicable Fixed Spread will be used to calculate the applicable Total Consideration payable for each series of
        Notes, which already includes the Early Tender Payment. The Total Consideration payable pursuant to the Tender
        Offers will be calculated and determined as set forth in the Offer to Purchase.

    (e) Payable in cash per each $1,000, €1,000 or £1,000 principal amount, as applicable, of the specified series of Notes
        validly tendered and not validly withdrawn at or prior to the Early Tender Time and accepted for purchase. The Total
        Consideration, when calculated and determined in the manner set forth in the Offer to Purchase, already includes the
        Early Tender Payment.

    (f) The GBP Notes and EUR Notes are fully and unconditionally guaranteed by ABC, ABIWW, ABIFI, Brandbev S.à r.l.,
        Brandbrew S.A. and Cobrew NV (the "Guarantors"). The USD Notes are fully and unconditionally guaranteed by AB
        InBev and certain of its direct and indirect subsidiaries.

    (g) The $9,542,514,000 aggregate outstanding principal amount of 4.900% Notes due 2046 issued by ABIWW and ABC
        consists of (i) $9,518,964,000 outstanding principal amount of 4.900% Notes due 2046 issued by ABIWW and ABC
        (US03522AAJ97/03522AAJ9) and (ii) $23,550,000 outstanding principal amount of 4.900% Notes due 2046 issued
        by ABIWW and ABC (144A: US03522AAF75/03522AAF7 & Reg S: USU00323AF97/U00323AF9).

    (h) The $5,385,495,000 aggregate outstanding principal amount of 4.700% Notes due 2036 issued by ABIWW and ABC
        consists of (i) $5,341,555,000 outstanding principal amount of 4.700% Notes due 2036 issued by ABIWW and ABC
        (US03522AAH32/03522AAH3) and (ii) $43,940,000 outstanding principal amount of 4.700% Notes due 2036 issued
        by ABIWW and ABC (144A: US03522AAE01/03522AAE0 & Reg S: USU00323AE23/U00323AE2).


The Tender Offers for the Notes will expire at 5:00 p.m., New York City time, on 11 December 2024 (the "Expiration
Time") unless a Tender Offer with respect to one or more series of Notes is earlier terminated, or, in each case, any other
date and time to which the Companies extend the applicable Tender Offer. Holders must validly tender their Notes prior to
5:00 p.m., New York City time, on 25 November 2024 (such date and time, as it may be extended with respect to a series
of Notes, the "Early Tender Time"), to be eligible to receive the applicable Total Consideration (as defined below) which
already includes an amount in cash (the "Early Tender Payment") equal to the applicable amount set forth in the table
above under the heading "Early Tender Payment", plus accrued interest. If Holders validly tender their Notes after the Early
Tender Time but at or prior to the applicable Expiration Time, Holders will only be eligible to receive the applicable Tender
Offer Consideration plus accrued interest.

Notes tendered may be withdrawn at any time prior to, but not after, 5:00 p.m., New York City time, on 25 November 2024
(such date and time, as it may be extended with respect to a series of Notes, the "Withdrawal Deadline"). The Tender
Offers are subject to the satisfaction of certain conditions, as set forth in the Offer to Purchase.

The Companies will only accept for purchase Notes up to an aggregate purchase price (excluding accrued interest) that
will not exceed the Offer Cap. To determine whether the Offer Cap has been reached, the Companies will first convert the
aggregate purchase price for the EUR Notes and GBP Notes validly tendered into U.S. Dollars in the manner described in
the Offer to Purchase. Subject to applicable law, the Companies reserve the right, but are under no obligation, to increase
or decrease the Offer Cap in respect of the Tender Offers at any time (without extending the Withdrawal Deadline or
otherwise reinstating withdrawal rights of Holders), which could result in the Companies purchasing a greater aggregate
principal amount of Notes in the Tender Offers. As more fully described in the Offer to Purchase, if the aggregate purchase
price for the Notes validly tendered prior to the Early Tender Time exceeds the Offer Cap, the Companies intend (but are
not obligated) to increase the Offer Cap by some or all of the amount of such excess, provided it will not be increased by
more than $500,000,000 to a maximum amount of $3,500,000,000.

The purchase of any series of Notes is not conditioned upon the purchase of any other series of Notes. Any Notes validly
tendered and not validly withdrawn in the Tender Offers and accepted for purchase will be purchased by the Companies
based on the Offer Cap and the acceptance priority levels noted above (the "Acceptance Priority Levels"), each as more
fully described in the Offer to Purchase. If the purchase of all validly tendered Notes would result in an aggregate purchase
price greater than the Offer Cap, then the Tender Offers will be oversubscribed and if the Companies accept Notes in the
Tender Offers, any Notes accepted for purchase in the lowest Acceptance Priority Level in which Notes are accepted for
purchase will be accepted for tender on a prorated basis. For the avoidance of doubt, Notes tendered prior to or at the
Early Tender Time will have priority over Notes tendered after the Early Tender Time, regardless of the Acceptance Priority
Levels. If the Offer Cap is reached at the Early Tender Time, then no Notes tendered after the Early Tender Time will be
purchased, unless the Companies increase the Offer Cap.

Holders of Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender Time and that are
accepted for purchase will receive the applicable "Total Consideration", which already includes the Early Tender Payment
for the applicable series of Notes set forth in the table above.

Holders of any Notes that are validly tendered after the Early Tender Time but at or before the Expiration Time and that
are accepted for purchase will receive the applicable Total Consideration minus the Early Tender Payment. The Total
Consideration minus the Early Tender Payment is referred to as the "Tender Offer Consideration".

Holders are advised to check with any bank, securities broker or other intermediary through which they hold their Notes as
to when such intermediary needs to receive instructions from a holder in order for that holder to be able to participate in
the Tender Offers before the deadlines specified herein and in the Offer to Purchase. The deadlines set by the clearing
system for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified
herein and in the Offer to Purchase.

Holders holding EUR Notes or GBP Notes directly in the NBB-SSS or through a direct participant of the NBB-SSS (other
than Euroclear or Clearstream, Luxembourg) must, in order to be eligible to participate in the Tender Offers in the manner
specified in the Offer to Purchase, (i) arrange for the EUR Notes or GBP Notes which they wish to tender to be transferred
to an account in either Euroclear or Clearstream, Luxembourg, and (ii) maintain, or where relevant, procure, access to an
account in either Euroclear or Clearstream, Luxembourg through which such EUR Notes or GBP Notes can be traded, and
to which the Total Consideration or the Tender Offer Consideration (as applicable) and the applicable accrued interest
payment may be credited by AB InBev.

Holders of EUR Notes or GBP Notes who do not have access to an account, as described above, in either Euroclear or
Clearstream, Luxembourg (either directly or through a direct participant or other intermediary), or who do not transfer the
EUR Notes or GBP Notes which they wish to tender to a direct participant in either clearing system, will not be able to
submit a EUR/GBP Tender Instruction (as defined in the Offer to Purchase) to the Tender and Information Agent and will
not be eligible to participate in the Tender Offers in the manner specified in the Offer to Purchase.

Any Holder of EUR Notes or GBP Notes who (i) holds its EUR Notes or GBP Notes directly, or through a direct participant
of the NBB-SSS, in a non-exempt securities account (an "N-Account") within the NBB-SSS, (ii) is not eligible, in accordance
with Article 4 of the Belgian Royal Decree of 26 May 1994, to hold its Notes (directly or indirectly) in an exempt securities
account (an "X-Account") within the NBB-SSS, and who is therefore unable to transfer the relevant Notes to an account in
either Euroclear or Clearstream, Luxembourg and (iii) who is eligible to view the Offer to Purchase and make an investment
decision with respect to the Tender Offers, may contact the Tender and Information Agent for further information, using
the contact details set out below.

English, Dutch and French versions of this press release will be available on www.ab-inbev.com.


The Lead Dealer Managers for the Tender Offers (in respect of the Tender Offers as
made to Relevant Holders (as defined below) only) are:



 BNP Paribas Securities               BofA Securities              Deutsche Bank               Deutsche Bank
         Corp.                                                    Aktiengesellschaft             Securities
                                    620 S Tryon Street,
  787 Seventh Avenue                     20th Floor           Mainzer Landstrabe 11-17        1 Columbus Circle
    New York, NY 10019                   Charlotte            60329 Frankfurt am Main        New York, NY 10019                      
United States of America             North Carolina 28255             Germany                 United States of
                                    United States of America                                       America
  Attention: Liability                                         Attention: Liability
    Management Group                  Attention: Liability        Management Group            Attention: Liability                                              
 Collect: (212) 841-3059 Toll-          Management Group       Telephone: +44 20 7545            Management Group  
   Free: (888) 210-4358              Collect: (980) 387-3907            8011                  Toll free: (866) 627-                          
          Email:                   Toll-Free: (888) 292-0070                                         0391
 dl.us.liability.management               Email:                                             Collect: (212) 250-2955
    @us.bnpparibas.com              debt_advisory@bofa.com                                                            
      
                                                                       
                                         In Europe:
                                     Telephone: +33 1 877
                                            01057
                                       Email: DG.LM-
                                       EMEA@bofa.com
                                                                                         
                                      

          J.P. Morgan SE                             J.P. Morgan                       Santander US Capital
                                                    Securities LLC                         Markets LLC
           Taunustor 1
         (TaunusTurm)                           383 Madison Avenue                  437 Madison Avenue
     60310 Frankfurt am Main                    New York, NY 10179                        10th Floor
            Germany                            United States of America             New York, NY 10022
                                                                                   United States of America
  Attention: Liability Management          Attention: Liability Management
     Collect: +44 20 7134 2468                           Group                  Attention: Liability Management
              Email:                           Collect: (212) 834-4818                        Group
   Liability_Management_EMEA                  Toll-Free: (866) 834-4666               Fax: (212) 407-0930
           @jpmorgan.com                                                              Toll: (212) 940-1442
                                                                                   Toll-Free: (855) 404-3636
                                                                               Email: AmericasLM@santander.us



The Tender and Information Agent for the Tender Offers is:

Global Bondholders Services Corporation
65 Broadway – Suite 404
New York, New York 10006
Attention: Corporate Actions
Bank and Brokers Call Collect: +1 (212) 430-3774
All Others Please Call Toll-Free: +1 (855) 654-2014
Fax: +1 (212) 430-3775 or +1 (212) 430-3779
E-mail: contact@gbsc-usa.com
Tender Offer Website: https://gbsc-usa.com/registration/abi


Non-U.S. Distribution Restrictions

Italy. None of the Tender Offers, this announcement, the Offer to Purchase or any other documents or materials relating
to the Tender Offers have been or will be submitted to the clearance procedure of the Commissione Nazionale per le
Società e la Borsa ("CONSOB") pursuant to applicable Italian laws and regulations. The Tender Offers are being carried
out in the Republic of Italy ("Italy") as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree
No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of the Notes that are resident or located
in Italy can tender their Notes for purchase through authorized persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 20307 of 15 February 2018, as amended, and Legislative Decree No. 385 of 1 September 1993, as
amended) and in compliance with any other applicable laws and regulations and with any requirements imposed by
CONSOB or any other Italian authority. Each intermediary must comply with applicable laws and regulations concerning
information duties vis-à-vis its clients in connection with the Notes or the Offer to Purchase.

United Kingdom. The communication of this announcement, the Offer to Purchase and any other documents or materials
relating to the Tender Offers is not being made by and such documents and/or materials have not been approved by an
"authorised person" for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended, the
"FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the
general public in the United Kingdom. The communication of such documents and/or materials is exempt from the
restriction on financial promotions under section 21(1) of the FSMA on the basis that it is only directed at and may only be
communicated to and may only be acted upon by: (1) persons who are outside of the United Kingdom; (2) investment
professionals falling within the definition contained in Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended, the "Order"); (3) those persons who are existing members or creditors of the
Companies or other persons falling within Article 43(2) of the Order; or (4) any other persons to whom such documents
and/or materials may lawfully be communicated in accordance with the Order (all such persons together being referred to
as "relevant persons"). This announcement, the Offer to Purchase and any other documents or materials relating to the
Tender Offers are only available to relevant persons. Any person who is not a relevant person should not act or rely on
this document or any of its contents.

France. The Tender Offers are not being made, directly or indirectly, in the Republic of France (other than to qualified
investors as described below). This announcement, the Offer to Purchase and any other document or material relating to
the Tender Offers have only been, and shall only be, distributed in the Republic of France to qualified investors as defined
in Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). None of this announcement, the Offer to
Purchase nor any other documents or materials relating to the Tender Offers have been or will be submitted for clearance
to the Autorité des marchés financiers.

Belgium. None of this announcement, the Offer to Purchase nor any other documents or materials relating to the Tender
Offers have been, or will be, submitted or notified to, or approved or recognized by, the Belgian Financial Services and
Markets Authority ("Autorité des services et marchés financiers"/"Autoriteit voor Financiële Diensten en Markten"). The
Tender Offers are not being made in Belgium by way of a public offering within the meaning of Articles 3, §1, 1° and 6, §1
of the Belgian Law of 1 April 2007 on public takeover bids ("loi relative aux offres publiques d'acquisition"/ "wet op de
openbare overnamebiedingen"), as amended or replaced from time to time. Accordingly, the Tender Offers may not be,
and are not being, advertised and the Tender Offers will not be extended and this announcement, the Offer to Purchase
and any other documents or materials relating to the Tender Offers (including any memorandum, information circular,
brochure or any similar documents) may not, have not, and will not, be distributed or made available, directly or indirectly,
to any person in Belgium other than to "qualified investors" ("investisseur qualifié"/"gekwalificeerde belegger") within the
meaning of Article 2(e) of the Prospectus Regulation acting on their own account. Insofar as Belgium is concerned, the
Tender Offers are made only to qualified investors, as this term is defined above. Accordingly, the information contained
in this announcement, the Offer to Purchase or in any other documents or materials relating to the Tender Offers may not
be used for any other purpose or disclosed or distributed to any other person in Belgium.


Legal Notices
None of the Dealer Managers (nor any of their respective directors, officers, employees, agents or affiliates) has any role
in relation to any part of the Tender Offers made to Holders that are not Relevant Holders, where "Relevant Holders"
means:

(i)  a Holder of the USD Notes or the EUR Notes; or
(ii) a Holder of the GBP Notes that is:
(a)  if resident or located in a member state of the European Union (the "EU"), an "eligible counterparty" or a "professional
     client", each as defined in Directive No. 2014/65/EU on markets in financial instruments (as amended from time to
     time);
(b)  if resident or located in the UK, an "eligible counterparty", as defined in the FCA Handbook Conduct of Business
     Sourcebook, or a "professional client" as defined in point (8) of Article 2(1) of Regulation (EU) No. 600/2014 as it forms
     part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018; or
(c)  if resident or located in a jurisdiction outside of the EU and the UK, an institutional holder under applicable local law
     and not a retail holder.

This announcement is for informational purposes only and is not an offer to sell or purchase, a solicitation of an offer to
purchase or a solicitation of consents with respect to any securities. There will there be no sale of these securities in any
state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or other jurisdiction.

This announcement does not describe all the material terms of the Tender Offers and no decision should be made by any
Holder on the basis of this announcement. The terms and conditions of the Tender Offers are described in the Offer to
Purchase. This announcement must be read in conjunction with the Offer to Purchase. The Offer to Purchase contains
important information which should be read carefully before any decision is made with respect to the Tender Offers. If any
Holder is in any doubt as to the contents of this announcement, or the Offer to Purchase, or the action it should take, it is
recommended that the Holder seek its own financial and legal advice, including in respect of any tax consequences,
immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.
Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other
nominee must contact such entity if it wishes to tender such Notes pursuant to the Tender Offers.

None of the Companies, the Dealer Managers or their affiliates, their respective boards of directors, the Tender and
Information Agent, the trustee with respect to the USD Notes or any of their respective affiliates makes any
recommendation, or has expressed an opinion, as to whether or not Holders should tender their Notes, or refrain from
doing so, pursuant to the Tender Offers. Each Holder should make its own decision as to whether to tender its Notes and
if so, the principal amount of the Notes to tender.

The Companies have not filed this announcement or the Offer to Purchase with, and they have not been reviewed
by, any federal or state securities commission or regulatory authority of any country. No authority has passed
upon the accuracy or adequacy of the Tender Offers, and it is unlawful and may be a criminal offense to make any
representation to the contrary.

The Offer to Purchase does not constitute an offer to purchase Notes in any jurisdiction in which, or to or from any person
to or from whom, it is unlawful to make such offer under applicable securities or blue sky laws. The distribution of the Offer
to Purchase in certain jurisdictions is restricted by law. Persons into whose possession the Offer to Purchase comes are
required by each of the Companies, the Dealer Managers, the Tender and Information Agent to inform themselves about,
and to observe, any such restrictions.


AB InBev Contacts

Investors                                                                  Media
Shaun Fullalove                                                            Media Relations
E-mail: shaun.fullalove@ab-inbev.com                                       E-mail: media.relations@ab-inbev.com

Ekaterina Baillie
E-mail: ekaterina.baillie@ab-inbev.com

Cyrus Nentin
E-mail: cyrus.nentin@ab-inbev.com


Fixed Income Investors
Patrick Ryan
E-mail: patrick.ryan@ab-inbev.com


12 November 2024
JSE Sponsor: Questco Corporate Advisory Proprietary Limited



About AB InBev
Anheuser-Busch InBev (AB InBev) is a publicly traded company (Euronext: ABI) based in Leuven, Belgium, with secondary listings
on the Mexico (MEXBOL: ANB) and South Africa (JSE: ANH) stock exchanges and with American Depositary Receipts on the New
York Stock Exchange (NYSE: BUD). As a company, we dream big to create a future with more cheers. We are always looking to
serve up new ways to meet life's moments, move our industry forward and make a meaningful impact in the world. We are committed
to building great brands that stand the test of time and to brewing the best beers using the finest ingredients. Our diverse portfolio of
well over 500 beer brands includes global brands Budweiser®, Corona®, Stella Artois® and Michelob Ultra®; multi-country brands
Beck's®, Hoegaarden® and Leffe®; and local champions such as Aguila®, Antarctica®, Bud Light®, Brahma®, Cass®, Castle®,
Castle Lite®, Cristal®, Harbin®, Jupiler®, Modelo Especial®, Quilmes®, Victoria®, Sedrin®, and Skol®. Our brewing heritage dates
back more than 600 years, spanning continents and generations. From our European roots at the Den Hoorn brewery in Leuven,
Belgium. To the pioneering spirit of the Anheuser & Co brewery in St. Louis, US. To the creation of the Castle Brewery in South Africa
during the Johannesburg gold rush. To Bohemia, the first brewery in Brazil. Geographically diversified with a balanced exposure to
developed and developing markets, we leverage the collective strengths of approximately 155,000 colleagues based in nearly 50
countries worldwide. For 2023, AB InBev's reported revenue was 59.4 billion USD (excluding JVs and associates).


Forward-Looking Statements
This release contains "forward-looking statements". These statements are based on the current expectations and views of future
events and developments of the management of AB InBev and are naturally subject to uncertainty and changes in circumstances.
The forward-looking statements contained in this release include statements other than historical facts and include statements
typically containing words such as "will", "may", "should", "believe", "intends", "expects", "anticipates", "targets", "estimates", "likely",
"foresees" and words of similar import. All statements other than statements of historical facts are forward-looking statements. You
should not place undue reliance on these forward-looking statements, which reflect the current views of the management of AB InBev,
are subject to numerous risks and uncertainties about AB InBev and are dependent on many factors, some of which are outside of
AB InBev's control. There are important factors, risks and uncertainties that could cause actual outcomes and results to be materially
different, including, but not limited to, the risks and uncertainties relating to AB InBev that are described under Item 3.D of AB InBev's
Annual Report on Form 20-F filed with the SEC on 11 March 2024. Many of these risks and uncertainties are, and will be, exacerbated
by any further worsening of the global business and economic environment, including as a result of the ongoing conflicts in Russia
and Ukraine and in the Middle East, including the conflict in the Red Sea. Other unknown or unpredictable factors could cause actual
results to differ materially from those in the forward-looking statements. The forward-looking statements should be read in conjunction
with the other cautionary statements that are included elsewhere, including AB InBev's most recent Form 20-F and other reports
furnished on Form 6-K, and any other documents that AB InBev has made public. Any forward-looking statements made in this
communication are qualified in their entirety by these cautionary statements and there can be no assurance that the actual results or
developments anticipated by AB InBev will be realized or, even if substantially realized, that they will have the expected consequences
to, or effects on, AB InBev or its business or operations. Except as required by law, AB InBev undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.






Date: 12-11-2024 10:32:00
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