Common use of Co-optation of Restricted Share Directors Clause in Contracts

Co-optation of Restricted Share Directors. The Stichting undertakes to use its best efforts to cause the Company to convene and hold a meeting of the Board of Directors (the Co-optation Meeting) on the date hereof. Except in case of any matter requiring an earlier decision of the Board of Directors in which case any Restricted Shareholder Party shall have the right to send an observer, the Co-optation Meeting shall be held prior to any other meeting or action of the Board of Directors occurring after closing of the Belgian Offer. After the resignation of the three current members of the Board of Directors, the first action taken by the Board of Directors at the Co-optation Meeting shall be to effect the appointment by co-optation (the Co-optations) to the Board of Directors of the Restricted Share Director candidates (the Candidates) proposed to the Board of Directors prior to 2.00 p.m. CET on the date hereof by one or more persons that, after completion of the Reclassification and Consolidation, will become Restricted Shareholders holding (without duplication): (a) more than 75% (a Supermajority) of the total number of Restricted Shares outstanding immediately following completion of the Reclassification and Consolidation, which persons shall be entitled to propose up to three Candidates for Co-optation; Voting and Support Agreement (b) a majority (but less than a Supermajority) of the total number of Restricted Shares outstanding immediately following completion of the Reclassification and Consolidation, which persons shall be entitled to identify up to two Candidates for Co-optation; and/or (c) more than 25% (but less than a majority) of the total number of Restricted Shares outstanding immediately following the Reclassification and Consolidation, which persons shall be entitled to identify one Candidate for Co-optation; provided, that in the event that the Co-optation of three Restricted Share Directors does not occur on the date hereof for any reason (including, without limitation, because less than a Supermajority of Restricted Shareholders propose Candidates for Co-optation by 2.00 p.m. CET on the date hereof), the Stichting shall, and shall use its best efforts to cause the Company to, take all actions necessary to procure the convening of a Restricted Shareholders’ Meeting and an Appointment Shareholders’ Meeting for the purpose of expanding the Board of Directors so that it includes up to three Restricted Share Directors as soon as possible thereafter in accordance with the applicable terms of the AB InBev Articles. At any such Restricted Shareholders’ Meeting, the Restricted Shareholders shall, in one single round of voting where all votes attaching to all Restricted Shareholder Voting Shares may be cast, select three candidates to be presented for appointment or, if applicable, confirmation of Co-optation as Restricted Share Directors at the ensuing Appointment Shareholders’ Meeting.

Co-optation of Restricted Share Directors. The Stichting undertakes to use its best efforts to cause the Company to convene and hold a meeting of the Board of Directors (the Co-optation Meeting) on the date hereof. Except in case of any matter requiring an earlier decision of the Board of Directors in which case any Restricted Shareholder Party shall have the right to send an observer, the Co-optation Meeting shall be held prior to any other meeting or action of the Board of Directors occurring after closing of the Belgian Offer. After the resignation of the three current members of the Board of Directors, the first action taken by the Board of Directors at the Co-optation Meeting shall be to effect the appointment by co-optation (the Co-optations) to the Board of Directors of the Restricted Share Director candidates (the Candidates) proposed to the Board of Directors prior to 2.00 p.m. CET on the date hereof by one or more persons that, after completion of the Reclassification and Consolidation, will become Restricted Shareholders holding (without duplication): (a) more than 75% (a Supermajority) of the total number of Restricted Shares outstanding immediately following completion of the Reclassification and Consolidation, which persons shall be entitled to propose up to three Candidates for Co-optation; Voting and Support Agreement; (b) a majority (but less than a Supermajority) of the total number of Restricted Shares outstanding immediately following completion of the Reclassification and Consolidation, which persons shall be entitled to identify up to two Candidates for Co-optation; and/or (c) more than 25% (but less than a majority) of the total number of Restricted Shares outstanding immediately following the Reclassification and Consolidation, which persons shall be entitled to identify one Candidate for Co-optation; provided, that in the event that the Co-optation of three Restricted Share Directors does not occur on the date hereof for any reason (including, without limitation, because less than a Supermajority of Restricted Shareholders propose Candidates for Co-optation by 2.00 p.m. CET on the date hereof), the Stichting shall, and shall use its best efforts to cause the Company to, take all actions necessary to procure the convening of a Restricted Shareholders’ Meeting and an Appointment Shareholders’ Meeting for the purpose of expanding the Board of Directors so that it includes up to three Restricted Share Directors as soon as possible thereafter in accordance with the applicable terms of the AB InBev Articles. At any such Restricted Shareholders’ Meeting, the Restricted Shareholders shall, in one single round of voting where all votes attaching to all Restricted Shareholder Voting Shares may be cast, select three candidates to be presented for appointment or, if applicable, confirmation of Co-optation as Restricted Share Directors at the ensuing Appointment Shareholders’ Meeting.

Co-optation of Restricted Share Directors. The Stichting undertakes to use its best efforts to cause the Company to convene and hold a meeting of the Board of Directors (the Co-optation Meeting) on the date hereof. Except in case of any matter requiring an earlier decision of the Board of Directors in which case any Restricted Shareholder Party shall have the right to send an observer, the Co-optation Meeting shall be held prior to any other meeting or action of the Board of Directors occurring after closing of the Belgian Offer. After the resignation of the three current members of the Board of Directors, the first action taken by the Board of Directors at the Co-optation Meeting shall be to effect the appointment by co-optation (the Co-optations) in compliance with section [2(b)] of the Interim Provisions to the Board of Directors of the Restricted Share Director candidates (the Candidates) proposed to the Board of Directors prior to 2.00 p.m. CET on the date hereof by one or more persons that, after completion of the Reclassification and Consolidation, will become Restricted Shareholders holding (without duplication): (a) more than 75% (a Supermajority) of the total number of Restricted Shares outstanding immediately following completion of the Reclassification and Consolidation, which persons shall be entitled to propose up to three Candidates for Co-optation; Voting and Support Agreement; (b) a majority (but less than a Supermajority) of the total number of Restricted Shares outstanding immediately following completion of the Reclassification and Consolidation, which persons shall be entitled to identify up to two Candidates for Co-optation; and/or (c) more than 25% (but less than a majority) of the total number of Restricted Shares outstanding immediately following the Reclassification and Consolidation, which persons shall be entitled to identify one Candidate for Co-optation; provided, that in the event that the Co-optation of three Restricted Share Directors does not occur on the date hereof for any reason (including, without limitation, because less than a Supermajority of Restricted Shareholders propose Candidates for Co-optation by 2.00 p.m. CET on the date hereof), the Stichting shall, and shall use its best efforts to cause the Company to, take all actions necessary to procure the convening of a Restricted Shareholders’ Meeting and an Appointment Shareholders’ Meeting for the purpose of expanding the Board of Directors so that it includes up to three Restricted Share Directors as soon as possible thereafter in accordance with the applicable terms of the AB InBev Articles. At any such Restricted Shareholders’ Meeting, the Restricted Shareholders shall, in one single round of voting where all votes attaching to all Restricted Shareholder Voting Shares may be cast, select three candidates to be presented for appointment or, if applicable, confirmation of Co-optation as Restricted Share Directors at the ensuing Appointment Shareholders’ Meeting.by