Anheuser Busch InBev : Announces Redemption of USD 2.55 Billion and EUR 1.16 Billion

Press release

Brussels / 16 November 2020 / 2:00 p.m. CET

Anheuser-Busch InBev Announces Redemption

of USD 2.55 Billion and EUR 1.16 Billion

Brussels, 16 November 2020 --Anheuser-Busch InBev SA/NV ("AB InBev") (Euronext: ABI) (NYSE: BUD)

(MEXBOL: ANB) (JSE: ANH) today announced that it and its wholly-owned subsidiaries Anheuser-Busch InBev Worldwide Inc. ("ABIWW") and Anheuser-Busch InBev Finance Inc. ("ABIFI") are exercising their respective options to redeem the outstanding principal amounts indicated in the table below of the following series of notes on the dates indicated in the table below (any such date, a "Redemption Date"):

					Aggregate Principal
			Aggregate Principal		Amount to be
	Issuer		Amount Outstanding		Redeemed		Title of Series of Notes		ISIN	Redemption Date
	AB InBev		EUR 519,372,000		EUR 519,372,000		4.000% Notes due 2021		BE6221503202	3 December
				(the "4.000% AB InBev		2020
							Notes")
							0.800% Notes due 2023			3 December
	AB InBev		EUR 644,331,000		EUR 644,331,000		(the "0.800% AB InBev		BE6276039425	2020
				Notes", and together with
							the 4.000% AB InBev
							Notes, the "EUR Notes")
							2.625% Notes due 2023			16 December
	ABIFI		USD 476,226,000		USD 476,226,000		(the "2.625% ABIFI		US035242AA44	2020
							Notes")
							3.300% Notes due 2023			16 December
	ABIFI		USD 1,331,987,000		USD 1,331,987,000		(the "3.300% ABIFI		US035242AL09	2020
							Notes")
							3.700% Notes due 2024			16 December
	ABIFI		USD 489,095,000		USD 489,095,000		(the "3.700% ABIFI		US03524BAE65	2020
							Notes")
							3.500% Notes due 2024			16 December
							(the "ABIWW Notes", and			2020
							together with the 2.625%
	ABIWW		USD 250,091,000		USD 250,091,000		ABIFI Notes, the 3.300%		US035240AJ96
				ABIFI Notes and the

3.700% ABIFI Notes, the

"USD Notes") (the USD

Notes together with the

EUR Notes, the "Notes")

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Press release

Brussels / 16 November 2020 / 2:00 p.m. CET

The EUR Notes will be redeemed in accordance with their respective Conditions in full on the relevant Redemption Date at a make-whole price equal to (i) the outstanding principal amount of the relevant EUR Notes; or (ii) if higher, the sum, as determined by the Calculation Agent, of the present values of the remaining scheduled payments of principal and interest on the relevant EUR Notes to be redeemed (not including any portion of such payments of interest accrued to the date of redemption) discounted to the relevant Redemption Date on an annual basis (assuming a 360-day year consisting of twelve 30-day months) at the rate per annum equal to the equivalent yield to maturity of the Reference Rate calculated using a price for the Reference Rate (expressed as a percentage of its principal amount) equal to the Reference Bond Price for the relevant Redemption Date plus 15 basis points (in respect of the 0.800% AB InBev Notes) or 22 basis points (in respect of the 4.000% AB InBev Notes) (the "EUR Redemption Price"). The EUR Redemption Price will be calculated on the third Business Day preceding the Redemption Date. Capitalized terms used in this paragraph have the meanings assigned to such terms in the respective Conditions of the EUR Notes.

The 2.625% ABIFI Notes will be redeemed in full on the relevant Redemption Date at a make-whole redemption price in an amount calculated by the Independent Investment Banker, and equal to the greater of (i) 100% of the principal amount of the 2.625% ABIFI Notes; and (ii) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the 2.625% ABIFI Notes to be redeemed (not including any portion of such payments of interest accrued to the relevant Redemption Date) discounted to the relevant Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points; plus, in each case, accrued and unpaid interest on the principal amount of the 2.625% ABIFI Notes to be redeemed to (but excluding) the relevant Redemption Date. The Treasury Rate will be calculated on the third Business Day preceding the relevant Redemption Date. Such redemption is pursuant to the terms of the Indenture, dated as of January 17, 2013, by and among ABIFI, AB InBev, the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (the "January 2013 Indenture"), the Third Supplemental Indenture thereto, dated as of January 17, 2013 (the "Third Supplemental Indenture to the January 2013 Indenture"), and the terms of the 2.625% ABIFI Notes. Capitalized terms used in this paragraph have the meanings assigned to such terms in the January 2013 ABIFI Indenture, the Third Supplemental Indenture to the January 2013 Indenture and the terms of the 2.625% ABIFI Notes, as applicable.

The 3.300% ABIFI Notes will be redeemed in full on the relevant Redemption Date at a make-whole redemption price in an amount calculated by the Independent Investment Banker, and equal to the greater of (i) 100% of the principal amount of the 3.300% ABIFI Notes; and (ii) as determined by the Independent

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Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the 3.300% ABIFI Notes to be redeemed as if the 3.300% ABIFI Notes matured on 1 December 2022 (not including any portion of such payments of interest accrued to the relevant Redemption Date) discounted to the relevant Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points; plus, in each case, accrued and unpaid interest on the principal amount of the 3.300% ABIFI Notes to be redeemed to (but excluding) the relevant Redemption Date. The Treasury Rate will be calculated on the third Business Day preceding the relevant Redemption Date. Such redemption is pursuant to the terms of the Indenture, dated as of January 25, 2016, by and among ABIFI, AB InBev, the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (the "January 2016 Indenture"), the Third Supplemental Indenture thereto, dated as of January 25, 2016 (the "Third Supplemental Indenture to the January 2016 Indenture"), and the terms of the 3.300% ABIFI Notes. Capitalized terms used in this paragraph have the meanings assigned to such terms in the January 2016 ABIFI Indenture, the Third Supplemental Indenture to the January 2016 Indenture and the terms of the 3.300% ABIFI Notes, as applicable.

The 3.700% ABIFI Notes will be redeemed in full on the relevant Redemption Date at a make-whole redemption price in an amount calculated by the Independent Investment Banker, and equal to the greater of (i) 100% of the principal amount of the 3.700% ABIFI Notes; and (ii) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the 3.700% ABIFI Notes to be redeemed (not including any portion of such payments of interest accrued to the relevant Redemption Date) discounted to the relevant Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points; plus, in each case, accrued and unpaid interest on the principal amount of the 3.700% ABIFI Notes to be redeemed to (but excluding) the relevant Redemption Date. The Treasury Rate will be calculated on the third Business Day preceding the relevant Redemption Date. Such redemption is pursuant to the terms of the January 2013 Indenture, the Eleventh Supplemental Indenture thereto, dated as of January 27, 2014 (the "Eleventh Supplemental Indenture"), and the terms of the 3.700% ABIFI Notes. Capitalized terms used in this paragraph have the meanings assigned to such terms in the January 2013 ABIFI Indenture, the Eleventh Supplemental Indenture and the terms of the 3.700% ABIFI Notes, as applicable.

The ABIWW Notes will be redeemed in full on the relevant Redemption Date at a make-whole redemption price in an amount calculated by the Independent Investment Banker, and equal to the greater of (i) 100% of the principal amount of the ABIWW Notes; and (ii) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the ABIWW Notes to be redeemed as if the ABIWW Notes matured on 12 December 2023 (not including any portion of

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such payments of interest accrued to the relevant Redemption Date) discounted to the relevant Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points; plus, in each case, accrued and unpaid interest on the principal amount of the 4.375% ABIWW Notes to be redeemed to (but excluding) the relevant Redemption Date. The Treasury Rate will be calculated on the third Business Day preceding the relevant Redemption Date. Such redemption is pursuant to the terms of the Indenture, dated as of 4 April 2018, by and among ABIWW, AB InBev, the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (the "April 2018 Indenture", and together with the January 2016 Indenture and the January 2013 Indentures, the "Indentures"), the First Supplemental Indenture thereto, dated as of 4 April 2018 (the "First Supplemental Indenture", and together with the Third Supplemental Indenture to the January 2013 Indenture, the Third Supplemental Indenture to the January 2016 Indenture and the Eleventh Supplemental Indenture, the "Supplemental Indentures"), and the terms of the ABIWW Notes. Capitalized terms used in this paragraph have the meanings assigned to such terms in the April 2018 Indenture, the First Supplemental Indenture and the terms of the ABIWW Notes, as applicable.

On the relevant Redemption Date, (i) the Notes will no longer be deemed outstanding, (ii) the Redemption Price will become due and payable on the Notes, as applicable, and, (iii) unless AB InBev, ABIWW or ABIFI default in making payment of the Redemption Price, interest on the Notes called for redemption shall cease to accrue on and after the relevant Redemption Date.

The Trustee and the Domiciliary Agent are transmitting to registered holders of the Notes the notices of redemption containing information required by the Indentures, the Supplemental Indentures and the terms in the respective Conditions of the EUR Notes, as applicable. Three Business Days prior to the Redemption Date with respect to the USD Notes, the Trustee will transmit to registered holders of the Notes ABIWW and ABIFI's respective supplemental notices containing the redemption price of the USD Notes. For the

redemption price of the EUR Notes, please contact BNP Paribas Fortis ([e-mail]).

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any 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.

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

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