Anheuser Busch InBev : Announces Results of Cash Tender Offers for Any and All of Three Series of USD Notes and Three Series of EUR Notes

Press Release

Brussels / 15 September 2020 / 1:30 p.m. CET

Anheuser-Busch InBev Announces Results of Cash Tender Offers for Any and All of Three Series of USD Notes and Three Series of EUR Notes

15 September 2020 - Anheuser-Busch InBev SA/NV ("AB InBev") (Euronext: ABI) (NYSE: BUD)

(MEXBOL: ANB) (JSE: ANH) today announced the expiration and results of offers to purchase for cash any and all outstanding notes of (i) two series of USD notes issued by its wholly-owned subsidiary Anheuser- Busch InBev Worldwide Inc. ("ABIWW" or a "Company") and one series of USD notes issued by its wholly- owned subsidiary Anheuser-Busch InBev Finance Inc. ("ABIFI" or a "Company", and together with AB InBev, the "Companies") listed in the table set forth under "USD Tender Offers" below (collectively, the "USD Notes") and (ii) three series of EUR Notes issued by AB InBev listed in the table set forth under "EUR Tender Offers" below (collectively, the "EUR Notes", and together with the USD Notes, the "Notes"), which are validly tendered (and not validly withdrawn) and accepted (the "Tender Offers").

The Tender Offers have been made upon the terms and subject to the conditions set forth in the offer to purchase dated 8 September 2020 (the "Offer to Purchase"). Terms not defined in this announcement have the meanings given to them in the Offer to Purchase. All holders of the Notes ("Holders") were authorized to participate in the Tender Offers.

The Tender Offers expired at 5:00 p.m., New York City time, on 14 September 2020 (the "Expiration Date"). The Settlement Date will be promptly following the Expiration Date and is expected to be 17 September 2020.

USD Tender Offers

According to information provided by Global Bondholder Services Corporation, the tender agent and information agent for the USD Tender Offers, $892,974,000 combined aggregate principal amount of the USD Notes were validly tendered prior to or at the Expiration Date and not validly withdrawn. In addition, $3,318,000 were tendered pursuant to the Guaranteed Delivery Procedures and remain subject to the Holders' performance of the delivery requirements under such procedures. The table below provides the aggregate principal amount of each series of USD Notes validly tendered and not validly withdrawn at or prior to the Expiration Date.

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					Press Release
					Brussels / 15 September 2020 / 1:30 p.m. CET
Title of Notes	Issuer	CUSIP/ISIN	Tender Consideration (a)	Principal	Principal Amount
Amount Tendered (b) Remaining Outstanding (c)
Floating Rate		035240 AK6/	$1,015.00	$113,193,000	$115,900,000
Notes due	ABIWW
US035240AK69
2024
3.500% Notes	ABIWW	035240 AJ9/	$1,097.71	$404,700,000	$249,720,000
due 2024	US035240AJ96
3.700% Notes	ABIFI	03524B AE6/	$1,108.47	$378,399,000	$486,774,000
due 2024	US03524BAE65

1. Payable in cash per each $1,000 principal amount of the specified series of Notes validly tendered and not validly withdrawn and accepted for purchase.
2. The principal amounts tendered as reflected in the table above include the following aggregate principal amount of Notes that may be validly tendered pursuant to Guaranteed Delivery Procedures and accepted for purchase pursuant to the Tender Offers: (i) $380,000 aggregate principal amount of the Floating Rate Notes due 2024, (ii) $607,000 aggregate principal amount of the 3.500% Notes due 2024, and (iii) $2,331,000 aggregate principal amount of the 3.700% Notes due 2024.
3. Assumes Notes subject to Holders' performance under the Guaranteed Delivery Procedures will be validly tendered and accepted for purchase pursuant to the Tender Offers.

EUR Tender Offers

According to information provided by Lucid Issuer Services Limited, the tender agent and information agent for the EUR Tender Offers, €1,064,484,000 combined aggregate principal amount of the EUR Notes were validly tendered prior to or at the Expiration Date and not validly withdrawn. The table below provides the aggregate principal amount of each series of EUR Notes validly tendered and not validly withdrawn at or prior to the Expiration Date.

Title of Notes	Issuer	ISIN	Tender	Principal	Principal Amount
Consideration (a)	Amount Tendered (b)	Remaining Outstanding
Floating Rate	AB InBev	BE6301509012	€1,007.50	€517,089,000	€982,911,000
Notes due 2024
2.875% Notes	AB InBev	BE6243179650	€1,126.35	€194,612,000	€555,388,000
due 2024

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Press Release

Brussels / 15 September 2020 / 1:30 p.m. CET

1.500% Notes	AB InBev	BE6285454482	€1,077.57	€352,783,000	€2,147,217,000
due 2025

1. Payable in cash per each €1,000 principal amount of the specified series of Notes validly tendered and not validly withdrawn and accepted for purchase.
2. No Notes were tendered pursuant to the Guaranteed Delivery Procedures.

The Companies expect to accept, on the Settlement Date, all Notes validly tendered and not validly withdrawn at or prior to the Expiration Date, including Notes delivered in accordance with the Guaranteed Delivery Procedures. Upon the terms and subject to the conditions set forth in the Offer to Purchase, Holders who (i) validly tendered and who did not validly withdraw their Notes at or prior to the Expiration Date or (ii) delivered a properly completed and duly executed Notice of Guaranteed Delivery and all other required documents at or prior to the Expiration Date and who tender their Notes pursuant to the Tender Offers at or prior to 5:00 p.m., New York City time, on 16 September 2020 pursuant to the Guaranteed Delivery Procedures, and, subject in each case to the tender in the applicable Minimum Authorized Denominations, and whose Notes are accepted for purchase by the Company, will receive the applicable Tender Consideration specified in the table above. In addition to the applicable Tender Consideration, Holders whose Notes are accepted for purchase will be paid the accrued and unpaid interest on such Notes from, and including, the immediately preceding interest payment date applicable to such Notes to, but excluding, the Settlement Date. No further interest will be paid to the Holders who tender such Notes, including if a record date for an interest payment on such Notes has passed before the Settlement Date.

Upon the terms and subject to the conditions set forth in the Offer to Purchase, on the Settlement Date, (i) ABIWW expects to pay an aggregate total consideration (excluding the Accrued Coupon Payment) of (a) $114,890,895.00 for the Floating Rate Notes due 2024 and (b) $444,243,237.00 for the 3.500% Notes due 2024, (ii) ABIFI expects to pay an aggregate total consideration (excluding the Accrued Coupon Payment) of $419,443,939.53 for the 3.700% Notes due 2024 and (iii) AB InBev expects to pay an aggregate total consideration (excluding the Accrued Coupon Payment) of (a) €520,967,167.50 for the Floating Rate Notes due 2024, (b) €219,201,226.20 for the 2.875% Notes due 2024 and (c) €380,148,377.31 for the 1.500% Notes due 2025. The actual aggregate total consideration that will be paid on the Settlement Date is subject to change based on deliveries under the Guaranteed Delivery Procedures.

The Dealer Managers for the Tender Offers are:

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				Press Release
				Brussels / 15 September 2020 / 1:30 p.m. CET
Barclays Capital Inc. & Barclays Bank PLC	BofA Securities		Deutsche Bank Securities
745 Seventh Avenue		620 S Tryon Street, 20th Floor	60 Wall Street
New York, NY 10019		Charlotte, North Carolina 28255	New York, New York 10005
USA		USA		USA
Attn: Liability Management Group		Attn: Liability Management Group	Attn: Liability Management Group
Collect: [phone]		Collect: [phone]		Collect: [phone]
U.S. Toll-Free: [phone]		Email: [e-mail]	U.S. Toll-Free:[phone]
U.K. Telephone: + 44 20 3134 8515		In London:		U.K. Telephone: [phone]
Email: [e-mail]		U.K. Telephone: [phone]	8011
		Email: [e-mail]
In respect of the Offer for the	In respect of the Offer for the	Santander Investment Securities
USD Notes		EUR Notes		Inc.
J.P. Morgan Securities LLC	J.P. Morgan Securities plc		45 East 53rd Street
383 Madison Avenue		25 Bank Street		New York, New York 10022
		USA
New York, NY 10179		London E14 5JP
	Attn: Liability Management Group
USA		United Kingdom
		Collect: [phone]
Attn: Liability Management Group	Attn: Liability Management Group
U.S. Toll-Free: [phone]
Collect: [phone]		Collect: [phone]
	U.K. Telephone: [phone] /
U.S. Toll-Free: [phone]		Email:

[phone]

Liability_management_EMEA@jpm

organ.com

The tender agent and the information agent for the USD Tender Offers is:

Global Bondholder Services Corporation

65 Broadway - Suite 404

New York, New York 10006

Attention: Corporate Actions

Bank and Brokers Call Collect: [phone] All Others Please Call Toll-Free: [phone] Fax: [phone] or [phone]E-mail:[e-mail]

The tender agent and the information agent for the EUR Tender Offers is:

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom

Attention: Thomas Choquet

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