Russia: InBev announced its intention to offer the remaining minority shareholders in SUN Interbrew Ltd $33.41 per share. InBev (“InBev”) and SUN Interbrew Ltd (“SUN Interbrew”), announced on January 21, 2005 that the Board of Directors of SUN Interbrew has passed certain resolutions relating to the acquisition by InBev of a total of 19,382,777 shares in SUN Interbrew from SUN Trade (International) Ltd (“SUN Trade”) and its affiliates and a total of 7,720,199 shares in SUN Interbrew from Eco Holdings Limited (“Alfa-Eco”) and its affiliates, together, the “Transfers”. Also, InBev has informed the Board of SUN Interbrew that it intends, following completion of the Transfers, to make an offer to acquire the then outstanding voting and non-voting shares at $33.41 per SUN Interbrew share. SUN Interbrew’s Directors welcome InBev’s intended offer and recommend that it be accepted.

At a meeting held on 20th January 2005, the Board of Directors of SUN Interbrew Ltd resolved: (i) to terminate the Investment Agreement dated 2nd April, 1999 and the Vladivostok Agreement dated 10th October 2003; (ii) to transfer to Alfa-Eco all interests that SUN Interbrew Ltd holds in Yekaterinburg Brewing Company; (iii) to endorse SUN Trade procuring the transfer of all of its interests in Damsel Limited (and indirectly all of the shares in OAO “Patra” owned by Damsel, representing 23.8% of the issued share capital of OAO “Patra”) to Alfa-Eco and (iv) to release and discharge the Yekaterinburg Brewing Company, OAO "Patra" and Alfa-Eco from claims relating to the Yekaterinburg Brewery; and (v) to release, discharge and indemnify Alfa-Eco from certain other potential claims.

Alfa-Eco has agreed to release and indemnify SUN Interbrew, InBev and their respective connected persons on terms similar to those proposed to be given by InBev and SUN Interbrew in favour of Alfa-Eco. A detailed statement of additional information has been dispatched to the shareholders of SUN Interbrew.

Completion of the Transfers is subject to customary conditions and approvals, including SUN Interbrew Ltd shareholder approval at an Extraordinary General Meeting (“EGM”) of the Class A shareholders of SUN Interbrew to be held on 31st January, 2005. It is currently anticipated that the Transfers will be completed simultaneously during the first quarter of 2005.

Given the reduced number of InBev shares to be issued to SUN Trade following the signing of the amended agreement with SUN Trade on 10th January 2005, the board of Directors of InBev has resolved that the approval of the SUN Trade Transfer is no longer required to be approved by the shareholders of InBev.

InBev has informed the Board of Directors of SUN Interbrew that, subsequent to and dependent upon the closing of the Transfers, as a result of which InBev will hold a 98.5% economic interest in SUN Interbrew, InBev intends to make an offer for the remaining SUN Interbrew shares, at a price of $33.41 for each SUN Interbrew voting and non-voting share (the “Proposed Offer”). The form in which the Proposed Offer would be made to SUN Interbrew shareholders has yet to be finally determined. If it is a tender offer, InBev intends the Proposed Offer to be subject to customary conditions. SUN Interbrew’s shareholders are advised that InBev is under no legal or regulatory obligation to make the Proposed Offer and that it is expected that the SUN Interbrew shares will be delisted.

All of the Directors of SUN Interbrew, including the independent Directors, welcome the fact that InBev has announced its intention to make the Proposed Offer without any legal or regulatory obligation to do so and recommend that, if the Proposed Offer is made, shareholders in SUN Interbrew accept that offer.

Any offer described herein will not be made, directly or indirectly, in or into the United States, and this Press Release, and any and all materials related thereto should not be sent or otherwise distributed in or into the United States, whether by use of the United States mail, or by any means or instrumentality of United States interstate or foreign commerce (including, but without limitation, the mail, facsimile transmission, telex, telephone and the Internet), or any facility of a United States national securities exchange. Any offer described herein cannot be accepted by any such use, means or instrumentality, in or from within the United States. Accordingly, copies of this Press Release and any related materials are not being, and must not be, sent or otherwise distributed in or into or from the United States or, in their capacities as such, to custodians, trustees or nominees holding SUN Interbrew Ltd shares for United States persons, and persons receiving any such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from the United States. Any purported acceptance of any offer described herein resulting directly or indirectly from a violation of these restrictions will be invalid. No SUN Interbrew Ltd shares, including those underlying a GDR, will be solicited from a resident of the United States and, if sent in response by a resident of the United States, will not be accepted.

InBev is a publicly traded company (Euronext: INB) based in Leuven, Belgium. The company's origins date back to 1366, and today it is the leading global brewer by volume. InBev’s strategy is to strengthen its local platforms by building significant positions in the world's major beer markets through organic growth, world-class efficiency, targeted acquisitions, and by putting consumers first. InBev has a portfolio of more than 200 brands, including Stella Artois®, Brahma®, Beck’s®, Leffe®, Hoegaarden®, Staropramen® and Bass®. InBev employs some 77,000 people, running operations in over 30 countries across the Americas, Europe and Asia Pacific. In 2003, InBev realized a net turnover of approximately 9.3 billion euro (2003 pro forma).

SUN Interbrew Limited is the second largest brewer in Russia and the largest brewer in Ukraine. The company was set up in 1999 as a strategic partnership between InBev, the No. 1 global brewer, and the SUN Group, operating in the region since 1958, and in the beer sector of Russia and CIS since the beginning of 1990s. The company’s main brands are Stella Artois®, Beck’s®, Staropramen®, Klinskoye, Sibirskaya Korona, and Tolstiak in Russia, and Stella Artois®, Beck’s®, Chernigivske, Rogan, Taller and Yantar in Ukraine. SUN Interbrew is a public company registered in Jersey, whose shares are listed in Luxembourg and traded on the Luxembourg, Frankfurt and Berlin stock exchanges.

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