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ANHEUSER-BUSCH COMPANIES, INC.

INBEV S.A.

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     The following documents are posted to the website www.globalbeerleader.com:

InBev (Euronext: INB) today announced that it has made a proposal to the Board of Directors of Anheuser-Busch, Inc. (NYSE: BUD) to combine the two companies, forming the world’s leading global brewer. The proposal to acquire all outstanding common shares of Anheuser-Busch for $65 per-share in cash represents an immediate premium of 35% over Anheuser-Busch’s 30-day average share price prior to recent market speculation, and an 18% premium over Anheuser-Busch’s previous all-time high of $54.97 achieved in October 2002.

The combination of Anheuser-Busch and InBev would create the global leader in the beer industry and one of the world’s top five consumer products companies. On a pro-forma basis for 2007, the combined company would generate global beer volumes of 460 million hectoliters, net sales of $36.4 billion, and EBITDA of $10.7 billion. InBev believes that this transaction would be in the best interests of both companies’ consumers, shareholders, employees, wholesalers, business partners and the communities they serve.

The proposal was sent to Anheuser-Busch’s Board of Directors on June 11, 2008 indicating that InBev would like to engage in a dialogue with the goal of consummating a friendly combination.

As part of its proposal, InBev envisions making St. Louis, MO the headquarters for the North American region and the global home of the flagship Budweiser brand. In addition, InBev has proposed to name the combined company to evoke Anheuser-Busch’s heritage, reflecting the strong history of Anheuser-Busch’s key brands. InBev would invite a number of Anheuser-Busch’s directors to join the board of the combined company and would seek to retain key members of Anheuser-Busch’s management team across the organization. Given the limited geographical overlap between the two businesses and the efficiency of Anheuser-Busch’s brewery footprint in the United States, InBev would maintain all of Anheuser-Busch’s U.S. breweries.

The combined company would be geographically diversified, with leading positions in key countries around the world and balanced exposure to developed and developing markets. A combination of Anheuser-Busch and InBev would result in significant growth opportunities from leveraging the companies’ combined brand portfolio, including the global flagship Budweiser brand and international market leaders such as Stella Artois and Beck’s, maximizing the combination’s unparalleled global distribution network, and applying best practices across the new organization.

Commenting on the offer, Carlos Brito, chief executive officer of InBev, said: “We have the highest respect for Anheuser-Busch, its employees and its leadership, who have built the leading brewer in the U.S. and grown the iconic Budweiser brand. Together, we would draw on the collective expertise of both companies’ management and employees. We also recognize the great contribution of Anheuser-Busch’s wholesalers to the company’s success and would work closely with them, under the three-tier system, to create even greater excitement in the marketplace around the brands of both companies. The combination will create a stronger, more competitive, sustainable global company which will benefit all stakeholders.”

InBev sees significant opportunities to internationalize Anheuser-Busch’s key brands and would position Budweiser as the combined company’s flagship brand, leveraging InBev’s expansive international footprint. InBev has a history of successfully building brands around the world, which would complement the strength of Anheuser-Busch’s brand-building in the U.S. The two companies already have a successful U.S. distribution partnership for InBev’s European premium import brands including Stella Artois, Beck’s and Bass. Anheuser-Busch’s world-class sales and distribution system would continue to support the expansion of these brands in the U.S. market.

Mr. Brito added, “We view this combination as a natural next step for both companies, who already enjoy successful partnerships in the U.S., Canada and South Korea. In Canada, both InBev and Anheuser-Busch have seen significant benefits from our existing relationship which spans almost 30 years, during which InBev has helped to make Budweiser the number one beer in Canada with average annual volume growth of 7.2% since 1998. We also have great admiration for Anheuser-Busch’s strategic partner, Grupo Modelo, and hope to work with them to find new opportunities to accelerate the development of the Grupo Modelo brands outside of North America.”

InBev has a proven track record of successfully completing and integrating business combinations and creating shareholder value. The company was formed in 2004 through the successful combination of Interbrew and AmBev. As a result of the company’s strategy to focus on building brands, InBev has achieved average organic volume growth of 5.6%, average organic revenue growth of 7.8%, and average EBITDA growth of 16.2% over the past three years. Through strong organic revenue growth and operational excellence, InBev generated industry leading EBITDA margins of 34.6% in 2007.

Given the highly complementary footprint of the two businesses, synergies would largely be driven by sharing best practices, economies of scale and rationalization of overlapping corporate functions. In light of the limited overlap between the InBev and Anheuser-Busch businesses, InBev believes that the proposed combination should not encounter any significant regulatory issues and expects that the proposed transaction could be completed promptly.

InBev has retained Lazard as lead financial advisor, JPMorgan as financial advisor and Sullivan & Cromwell as legal advisor.

InBev has received strong support from a group of leading financial institutions, including Banco Santander, Barclays Capital, BNP Paribas, Deutsche Bank, Fortis, ING Bank, JPMorgan and Royal Bank of Scotland, which together would be prepared to provide all of the financing required to complete this transaction. The transaction will be financed with at least $40 billion in debt, and a combination of divestitures of non-core assets and equity financing. The company is committed to retaining an investment-grade credit profile.

The following is a copy of the letter InBev sent to the Board of Anheuser-Busch with respect to its proposal:

June 11, 2008

Mr. August A. Busch IV
President and Chief Executive Officer
Anheuser-Busch Companies, Inc.
One Busch Place
St. Louis, Missouri 63118
USA

Proposal for Combination Creating the World’s Leading Beer Company

Dear August,

Over the past several years we have met with you on many occasions to explore ways in which we could deepen the relationship between our two great companies. Jorge Paulo Lemann and Marcel Telles greatly appreciated your taking the time to meet with them on the 2nd of June in Tampa. During the course of that meeting you asked whether we had a formal proposal to make to you and your Board of Directors regarding a potential combination.

Although we did not put forward a specific proposal at the time, I am now writing to provide you with proposed terms. As discussed on the 2nd of June, we believe that the combination of Anheuser-Busch and InBev would be an industry-transforming event, creating an unparalleled opportunity for our two companies’ consumers, wholesalers, employees, business partners, investors and the communities they serve. Our successful collaboration in Canada, Korea and, more recently, the United States, gives us confidence that, together, we can achieve more for our various stakeholders than would be possible apart.

We believe that the best way to achieve this transformational combination for all constituents, including Anheuser-Busch’s shareholders, is an all-cash acquisition of Anheuser-Busch by InBev. InBev is prepared to pay $65 per share in cash for all of the outstanding shares of Anheuser-Busch. A price of $65 per share would deliver to your shareholders an immediate cash premium of 35% over the 30-day average share price prior to recent market speculation and 18% over the previous all-time high achieved in October 2002.

We have the highest respect for Anheuser-Busch, its employees and leadership, as well as the generations of investment that have created the Anheuser-Busch brands, particularly the iconic Budweiser brand. We hold your management’s marketing and sales capabilities in great esteem and hope that the combined company will be able to draw on their collective expertise. We also recognize the great contribution of your wholesalers, many of whom are now entrusted with our European import brands in the US, to this achievement. We are strong believers in the three-tier system in the US and would make it a central imperative to work with your wholesalers to create even greater excitement in the marketplace around all of our brands.

We would position Budweiser as our global flagship brand, leveraging our international footprint to enhance the brand’s image and exposure. We already have a winning track-record of building your brands outside the United States. In Canada we have a successful partnership spanning almost 30 years that has resulted in sales volumes of the Anheuser-Busch brands growing at a compounded annual rate of 7.25% since 1998. In fact, together we have made Budweiser the number one beer in Canada. Bud Light has grown at similar rates. Importantly, both brands continue to gain share.

We also have longstanding admiration for your strategic partner, Grupo Modelo. The prominence of their brands in North America is truly impressive. We would hope to work with Grupo Modelo to find new opportunities to further accelerate the development of their brands outside North America.

Together we would be the leader in the industry and one of the top five consumer products companies globally, with pro forma 2007 beer volumes of 460 million hectoliters, net sales and EBITDA of $36.4 billion and $10.7 billion, respectively. In bringing together our two companies, we would seek to draw on our complementary strengths and rich histories. We would envision making St. Louis the headquarters for the North American region and the global home of the flagship Budweiser brand. Also, we would seek to rename our combined company to evoke the heritage of your key brands. Given your efficient brewery footprint in the United States, we will maintain all your existing breweries. Further, we will continue your strong commitment to the communities in which you operate.

We would like to draw on the skills and experience of the current Anheuser-Busch directors and would invite a number of your directors to join the Board of the new company. In addition, we would hope to retain key members of the Anheuser-Busch management team at all levels of seniority. The global scope of operations would offer new challenges to gifted managers. We look forward to discussing Board and senior management composition at the appropriate time.

We have been advised that this letter, or the making of this proposal, does not create any public disclosure obligations on your part. Rather, we would prefer to engage in a dialogue with you and your Board regarding our proposal.

In order to move forward quickly, we have retained Lazard and JP Morgan as our financial advisors and Sullivan & Cromwell as our legal advisor, which, alongside our senior management, have already completed extensive analysis and due diligence based on publicly available information. We have also received strong support from a group of leading financial institutions, including Banco Santander, Barclays Capital, BNP Paribas, Deutsche Bank, Fortis, ING Bank, JP Morgan and Royal Bank of Scotland, who together would be prepared to provide all of the financing required to complete this transaction.

Additionally, we have concluded after appropriate review that the proposed combination should not encounter any significant antitrust related issues. As you would expect, this non-binding proposal is subject to the negotiation of mutually satisfactory definitive agreements and the completion of customary due diligence, all of which could be progressed and finalized without delay.

We would like to arrange a meeting promptly with you and your representatives to discuss all aspects of our proposal and answer any questions you may have. Now is the time to make this compelling combination a reality. Our Board, our majority stockholder and our management team are committed to making this happen.

It is our current intention to keep the contents of this letter private. However, given the significance of this proposal to our respective shareholders and the widespread speculation with respect to this potential transaction, we may be required by regulatory authorities to make public disclosure of this letter in the future. If circumstances permit, we will endeavor to notify you in advance of any such release.

This matter has the highest priority for InBev. I look forward to hearing positively from you shortly.

Very truly yours,
Carlos Brito

cc: Board of Directors of the Anheuser-Busch Companies, Inc.

Dutch and French versions of this press release will be posted on InBev.com tomorrow

Contact information
Marianne Amssoms		Philip Ludwig
Vice President Global External Communications		Vice President Investor Relations
Tel: +32-16-27-67-11		Tel: +32-16-27-62-43
Fax: +32-16-50-67-11		Fax: +32-16-50-62-43
E-mail: marianne.amssoms@inbev.com		E-mail: philip.ludwig@inbev.com
Steven Lipin/Nina Devlin
Brunswick Group
+1-212-333-3810
Rebecca Shelley
Brunswick Group
+44-207-404-5959

# # #

InBev (Euronext: INB) today reaffirmed and clarified certain aspects of its proposal to combine with Anheuser-Busch Cos. Inc. (NYSE: BUD) to form the world’s leading global brewer in a letter sent to August A. Busch IV, president and chief executive, and the Anheuser-Busch Board of Directors. In the letter, InBev said that its June 11th proposal to combine Anheuser-Busch and InBev by acquiring all outstanding common shares of Anheuser-Busch for $65 per-share in cash, representing a 35% premium to the unaffected share price, was made on the basis of Anheuser Busch’s current assets, business and capital structure.

The Following is a copy of the letter InBev sent to the Board of Anheuser-Busch dated June 15, 2008:

June 15, 2008

Mr. August A. Busch IV
President and Chief Executive Officer
Anheuser-Busch Companies, Inc.
One Busch Place
St. Louis, Missouri
63118
USA

Proposal for Combination Creating the World’s Leading Beer Company

Dear August,

We are writing to clarify certain aspects of our proposal of June 11th.

As we indicated in our letter, we are committed to entering into a constructive dialogue with you to achieve a friendly combination of our two companies. We also stated that we have the greatest respect for Grupo Modelo and its management and look forward to the opportunity to work with them to explore possible ways to expand the availability of the Grupo Modelo brands outside of North America.

We have read the recent press reports suggesting that you may have approached Grupo Modelo regarding a possible transaction between Anheuser-Busch and Grupo Modelo or affiliated entities. In light of the reports, we believe it is important for you and your Board to understand that our proposal to combine with Anheuser-Busch by means of acquiring all Anheuser-Busch outstanding shares for $65 per share in cash is made on the basis of Anheuser-Busch’s current assets, business and capital structure. Accordingly, we would expect that prior to proceeding with any alternative transaction, especially if your shareholders will not be given the opportunity to vote on it, you would first fully explore our offer and the potential adverse consequences any such transaction could have on the ability of your shareholders to receive our premium offer.

We should also add that, having carefully considered the merits of our proposed combination, it is our strong belief that no alternative transaction that you could effectuate would create more value for your shareholders than the $65 per share in cash that we are offering. We are convinced that your shareholders would reach the same conclusion.

We remain ready to discuss our proposal with you and your Board, and I look forward to hearing from you shortly.

Very truly yours,

Carlos Brito

cc: Board of Directors of the Anheuser-Busch Companies, Inc.

Information for Employees, Wholesalers and Communities is available at www.globalbeerleader.com or www.inbev.com.

Dutch and French versions of this press release will be posted on InBev.com

Contact information
Marianne Amssoms		Philip Ludwig
Vice President Global External Communications		Vice President Investor Relations
Tel: +32-16-27-67-11		Tel: +32-16-27-62-43
Fax: +32-16-50-67-11		Fax: +32-16-50-62-43
E-mail: marianne.amssoms@inbev.com		E-mail: philip.ludwig@inbev.com
Steven Lipin/Nina Devlin
Brunswick Group
+1-212-333-3810
Rebecca Shelley/Laura Cummings
Brunswick Group
+44 20 7404 5959

# # #

InBev (Euronext: INB) today reaffirmed its desire to combine with Anheuser-Busch Cos. Inc (NYSE: BUD) to form the world’s leading global brewer in a letter sent to August A. Busch IV, president and chief executive, and the Anheuser-Busch Board of Directors. In the letter, InBev reaffirmed its $65-a-share all-cash proposal to combine with Anheuser-Busch, which represents a 35% premium over Anheuser’s 30-day average share price prior to recent market speculation. InBev said that it has obtained committed financing and has paid approximately $50 million in fees, demonstrating InBev’s resolve to consummate a combination with Anheuser-Busch.

The following is a copy of the letter InBev sent to the Board of Anheuser-Busch:

June 25, 2008

Mr. August A. Busch IV
President and Chief Executive Officer
Anheuser-Busch Companies, Inc.
One Busch Place
St. Louis, Missouri
63118
USA

Proposal for Combination Creating the World’s Leading Beer Company

Dear August,

We are writing to confirm that InBev remains committed to our proposal to combine with Anheuser-Busch by means of acquiring all of the outstanding shares of Anheuser-Busch for $65 per share in cash. Our proposed price would deliver an immediate cash premium to your shareholders of 35% over the 30-day average share price prior to recent market speculation and 18% above the previous all-time high achieved for your shares in October 2002. The market reaction to our proposal has been extremely positive. We believe this confirms our view that our proposal is the best way to achieve this transformational combination for all constituents.

In my June 11th letter I indicated that InBev had received the strong support of a group of leading financial institutions with respect to providing all of the financing required for the combination of our two great companies. To demonstrate our conviction in this combination, we have executed commitment letters for the financing and have paid approximately $50 million in commitment fees to a lending group comprised of Banco Santander, Bank of Tokyo-Mitsubishi, Barclays Capital, BNP Paribas, Deutsche Bank, Fortis, ING Bank, JP Morgan, Mizuho Corporate Bank and Royal Bank of Scotland.

Beyond the immediate financial benefit to your shareholders, our proposal also provides significant benefits to all key stakeholders. The fundamental elements of our proposal include:

•      A combination that brings together two companies with centuries of brewing tradition to create the global leader in the beer industry

•      A stronger, more competitive global company that will benefit our respective consumers, wholesalers, employees and business partners

•      Budweiser to be expanded globally

•      St. Louis to be the North American headquarters and global home of the flagship Budweiser brand

•      The heritage of Anheuser-Busch to be evoked in the name of the new combined company

•      All U.S. breweries to remain open

•      Full support for Anheuser-Busch wholesalers and the three-tier distribution system

•      Strong commitment to the communities in which Anheuser-Busch operates

•      Members of Anheuser-Busch management to be retained at all levels of seniority

•      Members of the Anheuser-Busch Board to be invited to join the Board of the combined company

•      A combination that will create one of the world’s five largest consumer-goods companies

This firm proposal is subject only to the negotiation of mutually satisfactory definitive agreements and the completion of confirmatory due diligence, all of which could be progressed and finalized without delay.

As we have indicated previously, we are committed to entering into a constructive dialogue with you to achieve a friendly combination. We remain available to discuss our proposal with you including the fundamental elements enumerated above, but we believe that time is of the essence.

It is clear that the combination of Anheuser-Busch and InBev would be an industry-transforming event, creating an unparalleled opportunity for our stakeholders. Our Board, our majority shareholder and our management team remain committed to making this happen.

Very truly yours,

Carlos Brito

cc: Board of Directors of Anheuser-Busch

Information for Employees, Wholesalers and Communities is available at www.globalbeerleader.com or www.inbev.com.

Dutch and French versions of this press release will be posted on www.InBev.com

Contact information
Marianne Amssoms		Philip Ludwig
Vice President Global External Communications		Vice President Investor Relations
Tel: +32-16-27-67-11		Tel: +32-16-27-62-43
E-mail: marianne.amssoms@inbev.com		E-mail: philip.ludwig@inbev.com
Steven Lipin/Nina Devlin
Brunswick Group
+1-212-333-3810
Rebecca Shelley/Laura Cummings
Brunswick Group
+44 20 7404 5959

# # #

[Transcript of Video]

Carlos Brito

Chief Executive, InBev

Strategic rationale

Q:		What’s the rationale for this deal and why is this the right deal for both companies, Brito?
A:		I think it’s a natural step in the relationship we’ve had with Budweiser and with Anheuser-Busch Companies for 28 years, for example in Canada. I think it’s a natural step to get closer. In Canada we’ve learned that together we can do great things:
		the way we developed the brand in Canada from a very small brand to the number one brand in Canada and still growing. So we looked at that.
		We also looked at the fact that there is a big international opportunity for the Budweiser flagship brand. We have operations in 30 countries around the world and that will be a great platform from which to develop that brand. Similarly, in the US with our important brands like Stella Artois, Becks, Hoegaarden.
		It’s also a great opportunity to create a stronger company with more scale that could get you better conditions with suppliers, and could give you access to means to enable you to develop the business around the world, which today the companies don’t have because they’re not combined.
		So that’s what the business combination is all about. I think the time is right, we admire them a lot and we think the business rationale is very strong.
Q:		So what are the next steps? Are you talking to the Anheuser-Busch Board yet?
A:		Yes, we’ve sent a letter to the Board. We have to say we respect the Anheuser-Busch Board a lot. A group of individuals that have been in business for a long time, that have been in different companies and different situations. They are a strong independent Board. So we sent a letter to them and they represent the shareholders. And at this point we’re trying to engage with them to have a constructive conversation around our proposal.
Q:		And, assuming this deal happens, what does it mean for jobs in the community in St. Louis? This is a very proud company and really a company town.
A:		We understand St. Louis and the community ties that Anheuser-Busch has to the local people and institutions. It’s a very important pillar in the company’s history and is an important building effort that has been going on through generations and we intend to keep all that going. St. Louis will be the headquarters of our North American operation. We don’t intend to close any

		breweries in the US and we intend to keep the whole heritage around the brand and St Louis ties going because that’s important for the business and for the community and therefore for us.
Q:		We understand there’ll be no brewery closures but where do you see the synergies coming from through this combination?
A:		We see lots of opportunities on the top line: selling our European imports in the US, with even more support than they have today, and selling the flagship Budweiser brand in the 30 countries where we operate.
		Second, we see synergies given the size of this company. This company is going to be the world’s leading brewer, it’s going to be among the top five consumer goods companies across all categories in the world and with that come a lot of things you can do with suppliers — partnerships with suppliers, better terms with suppliers — and things you can do where size will be a plus. So that’s a good thing.
		And, thirdly, I think it will be a better company, a stronger company, given the environment we see in the world today. In every industry you see competition creeping up and going up every day. So, a stronger company with more means and scale and portfolio and people to be able to succeed.
Q:		So what does it mean for the employees of both companies, both Anheuser-Busch as well as the employees of InBev?
A:		I think it means an opportunity to work in a more global company and a stronger company. It means more career opportunities, more opportunities to grow and to learn. So I think it’s great news for all of us.

Cultural fit

Q:		Budweiser is such an iconic brand, do you think Anheuser-Busch and its workforce are ready for a foreign owner?
A:		I think what’s important here is that Budweiser the beer will continue to be brewed in the same breweries — we don’t have plans to close any breweries — by the same people, according to the same recipe, according to the same traditions and heritage. I think that’s what matters at the end of the day. And that’s what we’re committed to because we understand that’s so key to the business, to the brands and to consumers, and therefore to us.
Q:		What do you make of some of those comments that have already come out against this idea?
A:		What happened is that unfortunately there have been some rumours going around the last two months and I think when you have rumours you have speculation. And a lot of people said a lot of things.
		Now we have a proposal that has been tabled and what we’re trying to do now is really engage with the Board. And if you look at our proposal, if you take the time to read it, it’s very hard not to get excited about it, as we are. Because it’s all about building this great global brand and a stronger company in a market

		that’s getting more and more competitive every day. So it’s about building a stronger company that will be better for all stakeholders.
Q:		In combining with Anheuser-Busch do you anticipate that there’ll be a culture clash between the two companies?
A:		No, I don’t. What you’ve seen in the last two years is we’ve done many combinations across businesses, across borders, and in the last eight years three major ones. And what we learned in those combinations is that, yes, there are differences because the companies came from different backgrounds. But at the end of the day what we propose is a culture of high performance and common sense and that’s very strong and really captures people’s imagination.
		What we’re proposing here is that a company, which is a group of individuals, should have a dream, a compelling, credible, unifying, energising dream. That’s what we’re proposing. Second, companies should have great people, because great companies are formed by great people. They should work hard because if you want to be the best in what you do you need to work hard. You need to own what you’re doing because you make better decisions. And you need to be entrepreneurial, you need to explore new opportunities. I think this is a language that, especially in the US, people understand very well because that has a lot to do with the way the US was built.
Q:		And what happens to the philanthropic and charitable organisations that Annheuser-Busch supports in St. Louis and in the area?
A:		I think this business combination will bring the best of both companies into one company. And I think what Anheuser-Busch has done in the US with its local community ties and philanthropic donations has been an integral part of its community involvement, the development of their company and the building of their brand. So of course understanding that we’ll continue to support those efforts because it’s important for communities, for consumers, for the brand, and therefore for us. So it’s an important part of the way the business is run.
Q:		Do you drink Bud?
A:		Yes I do, when I’m in Canada. It’s one of our products. It’s our number one product in Canada. I like it very much. When I’m in Canada I drink Bud.
Q:		And how about when you’re at home?
A:		I drink Stella. Stella Artois.

Brands and distribution

Q:		What does it mean for a consumer of Budweiser if this deal were to happen?
A:		I think it means that first the beer, Budweiser, will not change because there’ll be no brewery closures. People that are brewing the beer today will continue to brew the beer. The locations will be the same, the recipe and the heritage will be the same. And it means that when you travel around the world you’re going

		to be more likely to find and to be able to enjoy a cold Bud in many other countries as opposed to today.
		So it’s going to be an enlarged footprint for the brand which many companies in the US have done before. If you look at Pepsi and Frito-Lay, you look at GE, you look at P&G...so many companies have been able to expand and use the footprint and go with American brands to other countries. That’s exactly the opportunity we see with the flagship brand, Budweiser.
Q:		And talk a little bit about the broader brand strategy if you combine the two companies?
A:		I think we’re going to have an amazing portfolio. We’re going to have three out of the four top brands in the world: Budweiser, Bud Light, Skol in Brazil. And I think together we’re going to be able to have much more ability to invest and build those brands. So, again, I think it’s a great story, forming a bigger company with more scale, more geographic scope and therefore more opportunities to develop not only the business, the brands, but also careers and people within our company.
Q:		What impact if any will this deal have on the wholesaler network?
A:		The wholesaler network is an important, integral and key part of the Anheuser-Busch business in the US and a key part in the brand building effort that has been happening all these years. So for us we intend to be in close contact with them. We understand that they have important information about the marketplace. When you think about it the wholesalers are the ones that are in touch with the points of sale on a daily basis. They look at the competition eye-to-eye every day and therefore they have the pulse of the market. So they’re a very important source for us to make decisions about brands, about investments. And that’s key for us. So we intend to support them, to work together with them, and we understand they’re a key pillar in the business that Budweiser has created in the US.
Q:		So you’re in favour of the three tier network?
A:		Sure. One hundred percent.

Future prospects

Q:		Who would run the combined company?
A:		The combined company would be run by the combined entity and in the combined entity we’re trying to retain top management from both companies and also retain Board members from both companies to form the new Board. There are skill sets from both companies that we should not miss the opportunity of combining. That’s the idea. As you get best practices and get the best people excited about this new company, those skills will be complementary and will be retained and will be very important for the new company.

Q:		But why invest in the mature US beer market?
A:		I think the US is a very interesting market to be in. It’s the second-biggest volume-wise but it’s the first in terms of profit. So it’s a very profitable market and where most people want to be. Having a 50 per cent market share, as Anheuser-Busch has, delivers a great platform to continue to develop brands. When you say it’s a mature market, it’s a mature market on average. But if you look at different segments you have growth segments everywhere, like the import segment, like the light segment. So it’s a very interesting market to be in, as long as you have the distribution, as long as you have the right brand portfolio.
Q:		Now what happens if this transaction doesn’t go through? What’s the InBev go-it-alone story?
A:		I think it’s important to say that we have a very, very attractive business today. If you look at our track record over the last three years we’ve grown volumes by more than 5 per cent every year, revenues by more than 7 per cent every year and EBITDA or profitability by more than 15 per cent every year. So that’s a very strong track record and that is enabled by our footprint, the fact that we’re present in markets that are growing, where beer business is developing, and by the brands and the people we have. So we’re very happy with our business and we see opportunities everywhere we go. So lots of things to do.
		The thing is that when you look at this combination, and given that we have already had relationships with them for 28 years in some places around the globe, we see a very compelling, very hard to pass, too good to pass, opportunity that could enable us together to do much more than what we do today separately.

[end]

[Transcript of Video]

Carlos Brito

Chief Executive, InBev

InBev’s CEO Carlos Brito on People, Culture, Wholesaler Relationships and St. Louis

Who we are

Q:		Brito, tell me a bit about the company. Who is InBev?
A:		InBev is a company that first and foremost is a brewer. We’re in the beer business. We’ve been in the beer business for 600 years since 1366 in Belgium. We’re based in Belgium. We have global brands like Stella Artois and Becks. About 80% of our business is really done locally with local brands and we have some very, very strong brands in the 30 countries where we operate. So that’s InBev, a beer company.
Q:		What do you mean by dream-people-culture?
A:		We understand the company is not something invisible. The company is myself and 85,000 colleagues around the world. That’s the company. And it’s very important for individuals to have dreams, to progress in life. And it’s very important for companies being a collection of individuals, a group of individuals, to have also a shared dream. Our dream is to be the best beer company in a better world. Why best beer company? Because we think life’s too short for you to aim for anything less than being best in what you do. We think this is very powerful and attracts the very best people.
		And in the better world because we think we interact with communities, with outside stakeholders and we think it’s important that we care about them and that we make them feel good about our business so we can have a better business. So that’s our dream. It’s a dream that has to be credible, has to be stretched otherwise it cannot be called a dream, has to energise people, get people a sense of purpose and get people committed to make it happen. And that’s what really makes a difference in our company.
Q:		And what’s the people piece of it?
A:		We believe a company is as good as the people it can attract, retain, train and develop in terms of careers. Great companies are formed by great people. Great people attract more of the same. But the opposite is also true. We think that people is behind everything we do. When you look at a company like ours,

		a beer company, most people will think that brands are the more important things and the only things, factories, breweries, warehouses, trucks. For us the most important thing are the people behind all this. People working on the brands, people managing the plants, the breweries, people managing the distribution. That’s what makes the difference. Every company can build a brewery but to have an efficient brewery working with great quality products that you can only have with people.
		And you know what? What we’ve learnt in the 20 years that I’ve been in the company is that great people, talented people, they like a couple of things. They like first an environment of meritocracy with the best people, with the best track record, the most commitment and the best cultural fit will progress further, will have more opportunity to grow, will grow faster than the other people. They like candour. They like to know where they stand. They like to be able to know what their weak points are, what their strong points are, what the gaps are to development so they can really progress. And the other thing they like is informality. They like to be in a company where they can say what they think. And I always say as long as it’s respectful and constructive we can talk about anything. We’re not afraid about tough conversations because we think that’s what builds the fabric of great companies, people that have different points of view, diversity in the audience and people being able to speak up and that’s what we like about our company.
Q:		Now let’s talk about the culture bit. What does the culture stand for?
A:		Our culture is a culture of high performance, a culture that again we’re trying to be the best in what we do. We say some elements are important in our culture. For example ownership. We believe that owners make better decisions. Every decision carries a risk but we think if you take a decision, if you make a decision as an owner because you’re going to be there to live with the good and bad consequences, if that’s the case, you’re going to think in the right way about this. And the way we would think about it because it’s our company. I always compare that to the rental car. I would say that when I drive my car versus a rental car I drive it in a slightly different fashion. Because I know the rental car, at the end of the day I’ll give it back to the rental company and somebody else will live with the consequences of my driving. When I drive my car it’s my car tomorrow, the day after, the month after, the year after. So I live with the consequences. And we like people that think of our company as their own company. And we try to have an environment to foster that mindset.

A unified culture

Q:		How do you tether together a culture with a company that’s in 30 countries, multiple languages, multiple ethnicities and nationalities?
A:		You know we always say that national culture is one thing, company culture is something else. We’ve been able in 30 countries to find people that get excited about the way we’re trying to build this great company. We could find that in

		China, we could find that in Korea, in Brazil, in Belgium, Germany, in Canada, anywhere. Our culture is about high performance, about common sense, about ownership, about focus and results and about hard work.
Q:		There have been some concerns that have been raised since your proposal was made public that you would have to engage in some form of cost-cutting at Anheuser-Busch if this proposal was accepted. Could you talk about that a little bit?
A:		Yes sure. First let me tell you that the main thing in the company is really to grow the top line. And in that you connect with costs. We connect that in a few ways. First we say cost-connect-win. That’s a terminology we use to say if you go into the cost side you can find money that’s not being used for what consumers are willing to pay for, things they drink, touch, see, go home with. We should try to revert these monies to the connect side which is how to connect with consumers in a better way so we can win in the marketplace. That’s one thing.
		The other concept we have in costs, the whole idea about the non-working dollars, what we call it, and the working dollars. Non-working dollars is everything that’s in there in the cost structure that shouldn’t be there. Why? Because consumers are not willing to pay for that. So we’re always asking ourselves how can we be more efficient as a company so we have more money to fight the fight in the marketplace, to support the brands and the commercial plans.
		So, the other thing is that we think costs is something that we can control. We cannot control the market because there is competition, there are regulations, there’s the weather, there’s customers, so many other forces in the marketplace. But costs we can control. If as a company we decide to be more efficient as all organisations are always trying to do, we can have more money to do the things that consumers and customers value and are willing to pay a premium for. So that’s how we think about costs.

Wholesaler relationships

Q:		Why are wholesalers a key part of your business?
A:		Well in the US for example you have the three-tier system that’s guaranteed by the 21st Amendment of the Constitution. But other than that and more broadly than that wholesalers are the ones that really go to the market every day. They talk to our customers every day. They see competition in the eye every day. They have the pulse of the market.
		The other thing I like about wholesalers is that you talk to the owner. And as I said in our culture piece ownership is an important aspect of what we believe in. And with wholesalers you talk to the owners. In the US the wholesalers have been passed on generations after generation. That tells me that they’re

		interested in the long term as well as the short term of the business. And for a brand-building company like we are, it’s great to know that we have partners, business partners, that are in this business like we are for the long term, for generations.
		Wholesalers are very important too because they are business partners and they have to be treated like that. They are the last chain before we get to our customers and consumers. So they are key to our business model.
Q:		And how do they like to be treated from the company perspective?
A:		First, again they are business partners so they like to be treated with respect and I think candour. I think the thing I’ve learned time and time again with wholesalers is that they want to hear a yes or a no and not let me think about it, I’ll come back to you. The other thing is that they like to feel that their incentives and targets are aligned with the company’s incentives and targets. The worst thing you can have in a company-wholesaler relationship is to have the company going one way because they have targets and incentives to go this way and wholesalers trying to go the other way. That really doesn’t work and they don’t like that. And I understand why they don’t like that.
		The other thing is that wholesalers like to have one single point of contact with a company. That’s a key thing. In some other countries we’ve been and companies we’ve seen, competitors, they set up their wholesaler system in a way that they had many points of contact. And that’s something a wholesaler hates. Because at the end of the day they want speed because the market’s fast, competition is doing things on a daily basis. They want decisions. That goes back to my point of yes and no. Can we do it, can we not do it. So speed and one single point of contact that will help speed. That’s what they want.
Q:		And what do you think they expect from a company in the relationship?
A:		First they expect to have a good margin business. Second they expect to have content. Brands that are pulled by consumers. Brands that generate good margins for the trade, that the trade want to have. Programmes, geo-programmes, local, national programmes, like in the execution. Key account management that will give them the opportunity locally to activate those accounts. They also expect that the people in the field, the company’s people in the field, that they are aligned incentive-wise in the sense that the owner is successful if the wholesaler is successful and vice versa. So again this whole thing about alignment of incentives and priorities and programmes that will really give the speed and the focus that we need in the marketplace. It’s a tough market out there and it’s going to get tougher with the Molson Coors being approved. So now we have to be even better I think in what we do.
Q:		Well that actually brings up a good point. There was some concern heard on the part of the wholesaler community that perhaps you would cut back

		on spending in the trade or that you would cut back on brand support. Could you address some of these concerns?
A:		Quite the opposite Steve. We understand that our primary role here is to help wholesalers sell. So for example training. More people in the street. Market programmes that are tailored to local needs. That’s our experience in the markets where we had some success. In terms of brand support, we understand that Budweiser was built on a platform of some properties that are very important like NASCAR, NFL, NHL, the Superbowl. All these things are an integral part of how consumers see and love and are loyal to the brand. So nobody would in his right state of mind change that. Because that’s such an integral part of the way the business was built. So for example in Canada we build Budweiser since 1980, 28 years of building Budweiser, and today number one brand in Canada. Bud Light growing at a similar pace. So we understand Budweiser as the way it’s positioned to customers and we understand that for example properties, as well as in the US, as well as in Canada, is an integral part of what this brand is all about.

Commitment to St Louis

Q:		Could you reiterate your thoughts with regard to no brewery closures and your commitment to the St Louis community?
A:		Yes. Exactly. Because again this combination is not about overlap, it’s about complementarity. We don’t have a headquarters in the US so why would we move the headquarters out of St Louis when we understand that St Louis is such an integral part of what the brand is all about. The roots, the Clydesdale, the museum, the Pestalozzi Street brewery, the One Busch Place. All those things are key parts of the brand so why change. We don’t have a place to go so of course we’re going to stay there. And there’ll be an enlarged role for St Louis in the sense that the hub for the Budweiser global expansion will be there and the decision-making process will be there. So that’s our plan.

US Consumer Story Video
June 27, 2008
Transcript

I’d like the American consumer to know that InBev is a brewer, have been in the business for 600 years. We take great care of our beers. We have great products that are known I’m sure by American consumers like Stella Artois, Becks, Hoegaarden and Leffe, Bass; so many products.

I would like the consumer to know that we are in this business for the long-term and we believe in building brands step by step. We don’t believe in short cuts in building brands, so quality is important, consumer experience is important, customer support is important.

I think if you go around this country on the package side and on the draft side, you’re going to listen from a lot of people saying that when our brands were here first time many years ago they were small and then because we showed a lot of resilience in seeding the brand, a lot of sureness about how to grow the brand and the brand had a clear positioning, those brands succeeded. Stella Artois I think is a great example of that.

One of the most popular beers you can find. It has definitely taken off since I’ve got back from Europe.

The consumers love Stella, it sells itself. It’s got that little bit of a kick to it as well.

I said, hey, you know what, Stella is pretty good. I said I’ve got to have this more often.

The Stella impact has been enormous. For a draft beer, it came in and it literally blew the other draft beers out of the water.

I’ve been in the business about 20 years. Definitely there is a bigger swing towards lager for the last two or three years. Stella has become huge in draft sales. It out-sells all our other beers by three to one.

Everything from the banker to the construction worker to the thespian. A lot of theatres around the area, a lot of arts, a lot of musicians makes for a very interesting crowd. It’s very diverse. It’s a very informed crowd.

It’s got the right taste plus I like the glass you know. It’s like I feel very sophisticated. Stella presented a glass that was kind of unique. Very different from the regular pint glass that you see throughout America and the gold rimmed edge on the end of it definitely shines under any light. You know candlelight, low light and it’s just a very simple thing. But I think that plus coupled with the taste and the quality, once you have that combination right, you’re onto a winner.

If you’ve got a quality product, be it in drink or food, you’re going to talk about it and pass it on and tell other people about it. I think it’s a quality drink.

The brand that indeed the customer is getting is the same as the brand that left the brewery.

We use a McDantim’s blender here that ratios the gas, so we have the correct amount of CO2, correct amount of nitrogen going in there and we have a very, very stringent policy of cleaning our lines here.

So here Stella competes with three big European brands. One is Heineken, one is Carlsberg and one is Harp. It has jumped over those three brands considerably in the last few years and I think it’s jumping even higher every year.

If you go into any bar now, people just ask for Stella. It has become that popular. The proof is in the sales. The proof is in the sales.

Signature taste, signature glass, always refreshing, can’t go wrong with Stella.

[End]

This communication is not a substitute for any solicitation statement and other related documents InBev would file with the SEC if an agreement between InBev and Anheuser-Busch is reached or for any other documents which InBev may file with the SEC and send to Anheuser-Busch stockholders in connection with the proposed transaction between InBev and Anheuser-Busch or any consent solicitation of the stockholders of Anheuser-Busch.

INVESTORS AND SECURITY HOLDERS OF ANHEUSER-BUSCH ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION OR ANY CONSENT SOLICITATION OF THE STOCKHOLDERS OF ANHEUSER-BUSCH.

Investors and security holders will be able to obtain free copies of any documents filed with the SEC by InBev through the web site maintained by the SEC at www.sec.gov. Free copies of any such documents can also be obtained by directing a request to InBev’s proxy and/or consent solicitor, Innisfree M&A Incorporated at (877) 750-9501.

InBev and certain of its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies and/or consents in respect of the proposed transaction or any consent solicitation of the stockholders of Anheuser-Busch. Information regarding InBev’s directors and executive officers is available in its Annual Report for the year ended December 31, 2007, available at www.InBev.com/annualreport2007. Other information regarding the participants in a proxy and/or consent solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in any proxy and/or consent solicitation statement to be filed by InBev with the SEC.