Proposed Combination with Anheuser-Busch

Proposed Combination with Anheuser-Busch

Creating the Global Leader in Beer with Flagship Brand

Budweiser

12 June, 2008

1

Neither this presentation nor any of the transactions referred to herein constitutes an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States.

The securities that may be issued pursuant to the terms and conditions of the transactions referred to herein have not been nor will be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities of any state or any other country (other than Belgium), and may not be offered, pledged, transferred, or sold absent (i) registration of such securities under the Securities Act or the securities laws of such state or country, as the case may be, or (ii) an available exemption from such registration.

Under the terms and conditions of, and in connection with, the transactions referred to herein, no offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by use of the mails, any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than (i) in accordance with the tender offer requirements under the U.S. Securities Exchange Act of 1934, as amended, or the securities laws of such other country, as the case may be, or (ii) pursuant to an available exemption from such requirements.

Disclaimer

Proposed Combination with Anheuser-Busch

Creating the Global Leader in Beer with Flagship Brand

Budweiser

12 June, 2008

3

Agenda

• Summary of the Proposed Transaction

• Snapshot of the Combination

• Benefits to Anheuser-Busch

• InBev's Track Record

• Summary

• Q&A

4

Key Offer Terms and Financial Impact

• $ 65 per share in cash

• Premiums to Anheuser-Busch share price:

− 35% over Anheuser-Busch’s 30-day average share price prior to recent market speculation

− 18% over Anheuser-Busch’s previous all-time high achieved in October 2002

• Total consideration to Anheuser-Busch shareholders: $ 47.5 billion

• Offer price represents 12x Anheuser-Busch’s 2007 EBITDA

• Financed by a combination of at least $ 40 billion of new debt, divestitures of non-core assets and equity financing

− Strong support from a group of leading financial institutions which together would be prepared to provide all of the financing required to complete this transaction

− Management committed to retaining investment grade credit profile and rapid de-leveraging

− Disciplined approach to equity issuance

• Transaction consistent with strict acquisition value creation criteria

• Accretive to earnings per share within second full year after combination

5

A Winning Combination

• InBev proposes combination with Anheuser-Busch, creating the global leader in beer with Budweiser as its flagship brand

• Combination would create one of the world’s five largest consumer products companies

• A stronger, more competitive company to benefit all stakeholders

• Name of combined company to evoke Anheuser-Busch’s heritage; Budweiser to expand globally

• North American headquarters and global home of flagship Budweiser brand in St. Louis, MO

• Fully committed to support U.S. wholesalers and three-tier system

• No closure of U.S. breweries; commitment to communities where Anheuser-Busch operates is maintained

• Explore with Grupo Modelo possibilities to further expand its brands in other markets

6





• Summary

• Q&A

Agenda

7

Financial Snapshot of the Combination

INBEV COMBINED COMPANY(a)

460 mhlTOTAL VOLUMES(b)

REVENUES

EBITDA

EBITDA

MARGIN

271 mhl

€ 14.4 bn € 26.6 bn

€ 5.0 bn € 7.8 bn

34.6% 29.4%

PRO FORMA 2007

(a) Anheuser-Busch financials converted from USD into Euro at a FY2007 average €/$ exchange rate of 1.37.

(b) Adjusted for equity brands.

ANHEUSER-BUSCH(a)

189 mhl

€ 12.2 bn

€ 2.8 bn

23.0%

8

Creation of the Global Leader in Beer…(€ in billions)

2007 Total Volumes

2007 EBITDA

189

271130150189

271284

InBev+ A-B

SABMiller InBev A-B Heine-ken

Carlsberg

(hl in millions)460

€5.0 €1.5

€2.8€3.1€3.2

€5.0€2.8

InBev+ A-B

InBev SABMiller Heine-ken

A-B Carlsberg

€7.8

2007 Revenues

€14.4

€8.9

€12.2€14.4€15.8€16.7

€12.2

InBev+ A-B

SABMiller Heine-ken

InBev A-B Carlsberg

€26.6

Note: Data based on calendar year-end. Carlsberg and Heineken are pro forma estimates for the joint acquisition of Scottish & Newcastle.

+62% +61%

+143%

9

…and a Top Five Global Consumer Products Company

ENTERPRISE VALUE

2007 EBITDA

(€ in billions)

€6.2€6.3€6.3

€5.0

€11.1

€14.1

€5.0€3.8 €3.4

€2.7

€2.8

P&G Nestlé InBev +A-B

PepsiCo Coca-Cola

Unilever InBev Kraft Diageo Danone

€7.8

Note: Enterprise values based on closing share prices as at 6 June 2008. Reported EBITDA numbers calendarized to 31 December where relevant.

€35.6€39.7€43.8€44.3

€153.0

€120.5

€76.4

€43.8

€66.7 €66.6€25.4

P&G Nestlé Coca-Cola

InBev +A-B

PepsiCo Unilever Kraft InBev Diageo Danone

€69.2

10

Complementary Geographies Provide a Truly Global Footprint with Leading Positions in Key Markets

(Primarily) InBev (Primarily) Anheuser-Busch InBev & Anheuser-Busch

Source: InBev, company filings and Wall Street research.

#1 North

America

#1 Latin

America

#2 Asia

#2 Europe

11

(a) Developing Markets: include InBev operations in Central and Eastern Europe, Russia, China, Brazil, Argentina and Other South-America operations and Anheuser-Busch’s holdings in Grupo Modelo and Tsingtao at their respective equity interests.Sources: InBev, Anheuser-Busch 10-K.

Balanced Exposure to High-Growth Developing Markets and Stable Developed Markets

43%57%

REVENUES(a) OPERATING PROFIT(a)

47%53%

(Pro forma 2007)

Developed Markets Developing Markets

12

Strong Growth Opportunities through Leveraging Combined Brands Across an Unparalleled Global Distribution Network

Complementary Offering of

Market-leading Brands

Strong US Distribution Network for

InBev European Import Brands

Extensive Int’l Network to Globalize

Anheuser-Busch Brands

• Budweiser: iconic US brand, the great American lager and “King of Beers”

• Stella Artois: the brand of supreme quality and worth; the number one premium draught beer in the world

• Beck’s: the number one German beer in the world, available in more than 120 countries

• Accelerate growth of InBev's European import brands in the world’s largest beer profit pool

• Strengthen close collaboration with U.S. wholesalers under the 3-tier system

KEY BRANDS

• Position Budweiser as the global flagship brand and expand globally Anheuser-Busch’s other key brands

• Leverage InBev's extensive international footprint

• InBev is PepsiCo’s second largest bottler outside the U.S., demonstrating our go-to-market capabilities

13

InBevAnheuser-

Busch

Stronger Player in China, the World’s Largest Beer Market

Sichuan

Yunan

Hainan

Hunan

Hubei

Guangdong

Zhejiang

Guizhou

Guangxi

ShaanxiGansu

Ningxia

Neimongu

ShanxiShandong

Jiangsu

Shanghai

Jiangxi

Anhui

Henan

Heilongjiang

Jilin

Liaoning

Beijing

Hebei

Fujian

% Market share

# of breweries

Volume sold

Employees

11.4%(a) 9.6%(b)

20(c) 15(d)

33.4 mhl 28.2 mhl

8,000+15,000

COMBINED COMPANY

21% MARKET SHARE

61.6 MHL VOLUME SOLD

(a) Source: Company information.(b) Sources: Grupo Modelo: company information / Anheuser-Busch: company information, PlatoLogic for Harbin brand.(c) Does not include JV’s and bottling plants.(d) Includes Foshan brewery, scheduled to start operating in December 2008.

Primarily InBev presence Primarily Anheuser-Busch presence

InBev brewery Anheuser-Busch brewery

Strong complementarity between Anheuser-Busch’s and InBev’s operations; significant potential for Budweiser

14





• Summary

• Q&A

Agenda

15

USA - 215 mhl

48.5%

<2%

Complementary Geographies Create Strong Potential for Budweiser Expansion in the World’s Top Five Beer Markets

#2#1

#4

InBev market share Anheuser-Busch market share Top 5 beer markets

(a) Sold in Germany under the name Anheuser Bud.Source: Company filings, PlatoLogic. Market positions measured in volumes.

China - 293 mhl

11.4% 9.6%

Russia - 110 mhl

19.3%< 1%

Brazil - 102 mhl

68.6%

< 1%

#3

Germany - 97 mhl

9.3% < 1%

(a)

#5

16

Joint Success in Developing Budweiser in Canada

History

• All beers are brewed at InBev breweries in Canada

• Both companies share commitment to high quality standards

Brands

• 1980: Anheuser-Busch and InBev partner to form a licensed brewing, distribution and marketing agreement for Canada

• Today’s #1 selling beer in Canada which continues to gain market share: Budweiser

• Bud Light is the country’s fastest-growing beer (~30% volume growth in 2007)

Brewing

Source: Company filings.

17

Budweiser Is Now Also the “King of Canadian Beers”

Successful Brand

Building

Canadian Market Share Development

• Strength of the Budweiser brand together with InBev's sales and distribution capabilities created the number one brand in the country

• Budweiser leverages international sponsorships such as the official NFL, Super Bowl sponsorships and regional events like the Grand Prix and the Calgary Stampede

• Recently renewed joint commitment of InBev and Anheuser-Busch behind Bud Light transformed Bud Light into the fastest growing brand in the country

Source: Company filings, InBev.

0%

5%

10%

15%

20%

1987

1988

1989

1990

1991

1992

1993

1994

1995

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

Budweiser Bud Light

18

Expanded Role for St. Louis Headquarters to Manage the North American Region and Budweiser’s Global Expansion

Manage North

American 0perations

• “Best Beer Company in a Better World”

• Bring together the best practices of each company for employees, community and the environment into a global platform which can achieve more than either company could on its own

• St. Louis to be made global home for expansion of the flagship Budweiser brand

• Accelerate development of Budweiser brand family around the world

• St. Louis headquarters to have expanded role for the North American region

Manage Budweiser’s Expansion

Community

19

BreweryCapacity (in mhl/year)

St. Louis 18.5Houston 8.8Williamsburg 14.1Baldwinsville 14.7Los Angeles 11.9Newark 10.0Jacksonville 3.6Fort Collins 11.3Columbus 5.2Cartersville 10.0Fairfield 9.4Merrimack 8.9

TOTAL 126.3

InBev Will Maintain Anheuser-Busch’s Efficient U.S. Footprint of Breweries

St. Louis,MOColumbus, OH

Merrimack, NH

Baldwinsville, NY

Newark, NJ

Los Angeles, CA

Houston, TX

Williamsburg, VAFairfield, CA

Fort Collins, CO

Cartersville, GA

Jacksonville, FL

Source: Anheuser-Busch company filings and website.

No Closures of U.S. Breweries

20

InBev Has Added ~12,000 Jobs Worldwide Since the Interbrew-AmBev Merger, Supported by Strong Business Growth

€8,568

€11,656

€13,308€14,430

€111,516

€150,660

€162,702€155,436

2004A 2005A 2006A 2007A

Revenues (€m) Avg. no. of employees (FTE) Avg. revenues per FTE (€)

76,832 77,366 85,617 88,690

Rejuvenated growth of Budweiser in the U.S. and global expansionwill create opportunities for employees

Source: company filings.

21





• Summary

• Q&A

Agenda

22

50

100

150

200

250

300

May-05 Jun-06 Jul-07

InBev (rebased) AmBev (rebased)

104%

98%

InBev's Critical Success Factors Have Resulted in Strong Share Price Performance Since the Merger

CRITICAL SUCCESS FACTORS

• A shared dream – to become the best beer company in a better world -brings alignment and a strong sense of motivation for our people

• Having one single, high-performance culture, worldwide

• Having great people, in the right places

• A target-setting and cascading process that ensures we focus our attention on a limited number of initiatives, supporting our goals of margin expansion and value creation

STRONG SHARE PRICE PERFORMANCE SINCE MERGER(a)

(a) Share price performance up to InBev unaffected closing price as at 22 May 2008.Source: company filings, FactSet.

23

€8.6

€11.7

€14.4€13.3

€2.1€3.3

€4.2€5.0

2004 2005 2006 2007

Revenues Normalized EBITDA

The Interbrew - AmBev Merger Has Proven a Great Success

SUCCESSFUL BUSINESS MODEL

• Strong confidence in InBev’s business model with a proven track record

• Volume growth ahead of global beer industry

• Revenue growth ahead of volume growth

• Further margin expansion through operating efficiencies

• Continued commitment to our model

• Top line growth remains a top priority

• Variable compensation linked to improved market share performance

STRONG REALISED GROWTH

ORGANIC EBITDA CAGR: 16%


24

2005Total volume +5.4%

Revenues +7.2%


Revenues +7.9%


Revenues +7.2%

Brand Strategy and Market Execution Have Generated Consistent Organic Volume and Revenue Growth and Margin Expansion

6.2% 5.9%

5.4% 6.1%

7.1%

5.0%

3.5%

5.7% 6.1%

7.2%

8.4%

7.0%

7.8%8.3%

7.1%

8.2%

8.9%

7.6%

4.8%

7.8%

4.1%

6.3% 6.0%

5.0%

1Q05 2Q05 3Q05 4Q05 1Q06 2Q06 3Q06 4Q06 1Q07 2Q07 3Q07 4Q07

Total Volumes Revenues

EBITDA Margin 28.6% EBITDA Margin 31.9%Organic Growth +239bps

EBITDA Margin 34.6%Organic Growth +274bps


Continued commitment to deliver EBITDA margin expansion

25

Ukraine

UK

South Korea

Russia

Germany

China

Canada

Brazil

Belgium

Argentina

Winning InBev Brands in Key MarketsBIGGEST BRAND

FAVORITE BRAND KEY BRANDS

26

TOTAL TOP 5: €17,355m

TOTAL TOP 5: 1,037mhl

TOTAL TOP 5: €3,094m

TOTAL TOP 5: 264mhl

EBITDA (€m)VOLUME (mhl)

TOP 5 GLOBAL BREWERS 2007

SHAREHOLDER RETURN (a)

THREE-YEAR TOTAL

VOLUME (mhl)

TOP 5 GLOBAL BREWERS 1990

EBITDA (€m)

143

150

189

271

284

AmBev

Heineken

A-B

InBev

SABMiller

€ 581

€ 409

€ 288

€ 1,620

€ 196

63.0%

109.5%

30.5%

42.4%

83.2%

Proven Track Record of Value Creation through Operational Excellence and Selective M&A

(a) Total Shareholder Return includes 3-year stock price performance plus received dividends, reinvested in shares. InBev and Anheuser-Busch total shareholder return as of May 22, 2008. Source: FactSet.Source: Company filings, Wall Street research and FactSet as of June 06, 2008.

€3,079

€3,258

€2,819

€3,207

€4,992

28

32

38

58

108

Brahma

Kirin

Heineken

Miller

A-B

Interbrew: 11 mhl / € 168

27





• Summary

• Q&A

Agenda

28

Summary - A Winning Combination

• Unparalleled opportunities to all stakeholders

• Creation of the true global leader in beer, Budweiser global flagship brand

• Diversified footprint in developed and developing markets and complementarity brands

• Combined extensive distribution network to grow our brands and increase availability to consumers around the world

• Combination will create significant value for both Anheuser-Busch’s and InBev’s shareholders

Q&A

Documents

Proposed Combination with Anheuser-Busch