Common use of MEETINGS OF NOTEHOLDERS AND MODIFICATION Clause in Contracts

MEETINGS OF NOTEHOLDERS AND MODIFICATION. The Agency Agreement contains provisions for convening meetings of the holders of the Notes of this Series to consider matters affecting their interests, including modifications by Extraordinary Resolution of the terms and conditions of such Notes. The quorum for any meeting convened to consider a resolution proposed as an Extraordinary Resolution shall be one or more persons holding or representing a clear majority in nominal amount of such Notes for the time being outstanding, or at any adjourned such meeting one or more persons being or representing holders of Notes whatever the nominal amount of such Notes for the time being outstanding so held or represented, except that at any meeting, the business of which includes, inter alia, (i) modification of the Maturity Date or, as the case may be, Redemption Month of such Notes or reduction or cancellation of the nominal amount payable upon maturity or otherwise, or variation of the method of calculating the amount of principal payable on maturity or otherwise, (ii) reduction of the amount payable or modification of the payment date in respect of any interest in respect of such Notes or variation of the method of calculating the rate of interest in respect of such Notes, (iii) reduction of any Minimum Interest Rate and/or Maximum Interest Rate, (iv) modification of the currency in which payments under such Notes and/or the Coupons appertaining thereto are to be made, (v) modification of the majority required to pass an Extraordinary Resolution or (vi) modification of the provisions of the Agency Agreement concerning this exception, the necessary quorum for passing an Extraordinary Resolution will be one or more persons holding or representing not less than three-quarters, or at any adjourned such meeting not less than a clear majority, of the nominal amount of such Notes for the time being outstanding. Any Extraordinary Resolution duly passed at any such meeting will be binding on all such holders of Notes (whether or not they are present at such meeting) and on all Receiptholders and Couponholders relating to such Notes. The Agent may agree, without the consent of the holders of Notes, Receipts or Coupons of this Series, to any modification to any of the provisions of the Agency Agreement which is of a formal, minor or technical nature or is made to correct a manifest error. The VP Agent may agree, without the consent of the holders of VP Notes to any modification to any of the provisions of the VP Arrangements which is of a formal, minor or technical nature or is made to correct a manifest error. Any such modification shall be binding on all such holders of Notes, Receiptholders and Couponholders and, if the Agent or the VP Agent, as applicable, so requires, shall be notified to the Noteholders as soon as practicable thereafter in accordance with Condition 11. Meetings of holders of VP Notes shall be held in accordance with the Agency Agreement and/or the VP Arrangements and in compliance with the relevant regulations of VP. Any person requesting the convening of any such meeting or attending or voting at any such meeting shall be required to provide proof of their appointment as proxy, attorney or representative and/or ownership of Notes satisfactory to the Issuer in the form specified by Issuer in the notice in respect of the relevant meeting given to holders in accordance with Condition 11.

MEETINGS OF NOTEHOLDERS AND MODIFICATION. The In the case of Notes issued by Brandbrew, the Agency Agreement contains provisions for convening meetings of the holders of the Notes of this Series Noteholders to consider matters any matter affecting their interests, including modifications the sanctioning by Extraordinary Resolution of a modification of the terms Notes, the Coupons or any of the provisions of the Agency Agreement. A meeting of the Noteholders may be convened by the relevant Issuer or any Guarantor and conditions shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than 10 per cent. in nominal amount of such Notesthe Notes for the time being remaining outstanding. The quorum at any such meeting for any meeting convened to consider a resolution proposed as passing an Extraordinary Resolution is one or more persons holding or representing not less than 50 per cent. in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes or the Coupons), the quorum shall be one or more persons holding or representing a clear majority not less than two-thirds in nominal amount of such the Notes for the time being outstanding, or at any adjourned such meeting one or more persons being holding or representing holders of Notes whatever the not less than one-third in nominal amount of such the Notes for the time being outstanding so held or represented, except that outstanding. An Extraordinary Resolution passed at any meeting of the Noteholders shall be binding on all the Noteholders, whether or not they are present at the meeting, and on all Couponholders. In respect of Notes issued by Anheuser-Xxxxx InBev, all Resolutions of Noteholders which in the business opinion of which includes, inter alia, (i) modification Anheuser-Xxxxx InBev relate to a matter contained in article 568 of the Maturity Date or, as Belgian Companies Code will only be effective if taken at a meeting convened and decided in accordance with the case may be, Redemption Month of Belgian Companies Code. The quorum at any such Notes or reduction or cancellation of the nominal amount payable upon maturity or otherwise, or variation of the method of calculating the amount of principal payable on maturity or otherwise, (ii) reduction of the amount payable or modification of the payment date in respect of any interest in respect of such Notes or variation of the method of calculating the rate of interest in respect of such Notes, (iii) reduction of any Minimum Interest Rate and/or Maximum Interest Rate, (iv) modification of the currency in which payments under such Notes and/or the Coupons appertaining thereto are meeting convened to be made, (v) modification of the majority required to pass an Extraordinary Resolution or (vi) modification of the provisions of the Agency Agreement concerning this exception, the necessary quorum for passing an Extraordinary consider a Resolution will be one or more persons holding or representing not less than three-quarters, or at any adjourned such meeting not less than a clear majority, of the 50 per cent. in nominal amount of such the Notes for the time being outstandingoutstanding or, at any adjourned meeting after publication of a new convening notice pursuant to Condition 13, one or more persons being or representing Noteholders whatever the aggregate nominal amount of the Notes so held or represented. Any Extraordinary A Resolution (as defined below) requires the approval of Noteholders holding or representing at least 75 per cent. of the aggregate nominal amount outstanding of the Notes present or represented at the meeting and taking part in the vote. If however a Resolution is adopted by Noteholders holding or representing less than one-third of the aggregate nominal amount outstanding of the Notes (whether present or represented at the meeting or not), such Resolution is not binding unless approved by the competent Court of Appeal of Brussels. The above quorum and special majority requirements do not apply to Resolutions relating to interim measures or to the appointment of a representative of the Noteholders. In such a case, the Resolutions shall be adopted if approved by Noteholders holding or representing at least a majority of the aggregate nominal amount of the Notes outstanding present or represented at the meeting. A Resolution duly passed in accordance with the provisions of the Belgian Companies Code at any such meeting of Noteholders and, to the extent required by law, approved by the relevant Court of Appeal, will be binding on all such holders of Notes (Noteholders, whether or not they are present at such meeting) the meeting and on all Receiptholders and Couponholders relating to whether or not they vote in favour thereof. The matters listed in article 568 of the Belgian Companies Code in respect of which a Resolution may be adopted include modifying or suspending the date of maturity of Notes, postponing any day for payment of interest thereon, reducing the rate of interest applicable in respect of such Notes, deciding urgent interim actions in the common interest of Noteholders, accepting a security in favour of the Noteholders, accepting a transformation of Notes into shares on conditions proposed by Anheuser-Xxxxx InBev, and appointing a special agent of the Noteholders to implement the resolutions of the meeting of Noteholders. For the purpose of this Condition, a ‘‘Resolution’’ means a resolution of Noteholders duly passed at a meeting called and held in accordance with the Belgian Companies Code. The Agent (in the case of Notes issued by Brandbrew) or the Domiciliary Agent (in the case of Notes issued by Anheuser-Xxxxx InBev) and the relevant Issuer may agree, without the consent of the holders Noteholders or Couponholders, to: (a) any modification (except as mentioned above) of the Notes, Receipts the Coupons or Coupons of this Series, to any modification to any of the provisions of the Agency Agreement (in the case of Notes issued by Brandbrew) or the Domiciliary Agency Agreement (in the case of Notes issued by Anheuser-Xxxxx InBev) which is not prejudicial to the interests of the Noteholders; or (b) any modification of the Notes, the Coupons or the Agency Agreement (in the case of Notes issued by Brandbrew) or the Domiciliary Agency Agreement (in the case of Notes issued by Anheuser-Xxxxx InBev) which is of a formal, minor or technical nature or is made to correct a manifest error. The VP Agent may agree, without the consent of the holders of VP Notes or proven error or to any modification to any of the comply with mandatory provisions of the VP Arrangements which is of a formal, minor or technical nature or is made to correct a manifest errorlaw. Any such modification shall be binding on all the Noteholders and the Couponholders and any such holders of Notes, Receiptholders and Couponholders and, if the Agent or the VP Agent, as applicable, so requires, modification shall be notified to the Noteholders in accordance with Condition 13 as soon as practicable thereafter in accordance with Condition 11. Meetings of holders of VP Notes shall be held in accordance with the Agency Agreement and/or the VP Arrangements and in compliance with the relevant regulations of VP. Any person requesting the convening of any such meeting or attending or voting at any such meeting shall be required to provide proof of their appointment as proxy, attorney or representative and/or ownership of Notes satisfactory to the Issuer in the form specified by Issuer in the notice in respect of the relevant meeting given to holders in accordance with Condition 11thereafter.

MEETINGS OF NOTEHOLDERS AND MODIFICATION. The Agency Agreement contains provisions for convening meetings (including by way of telephone or videoconference) of the holders of the Notes of this Series to consider matters affecting their interests, including modifications by Extraordinary Resolution of the terms and conditions of such Notes. The quorum for any meeting convened to consider a resolution proposed as an Extraordinary Resolution shall be one or more persons holding or representing a clear majority in nominal amount of such Notes for the time being outstanding, or at any adjourned such meeting one or more persons being or representing holders of Notes whatever the nominal amount of such Notes for the time being outstanding so held or represented, except that at any meeting, the business of which includes, inter alia, (i) modification of the Maturity Date or, as the case may be, Redemption Month of such Notes or reduction or cancellation of the nominal amount payable upon maturity or otherwise, or variation of the method of calculating the amount of principal payable on maturity or otherwise, (ii) reduction of the amount payable or modification of the payment date in respect of any interest in respect of such Notes or variation of the method of calculating the rate of interest in respect of such Notes, (iii) reduction of any Minimum Interest Rate and/or Maximum Interest Rate, (iv) modification of the currency in which payments under such Notes and/or the Coupons appertaining thereto are to be made, (v) modification of the majority required to pass an Extraordinary Resolution or or (vi) modification of the provisions of the Agency Agreement concerning this exception, the necessary quorum for passing an Extraordinary Resolution will be one or more persons holding or representing not less than three-quarters, or at any adjourned such meeting not less than a clear majority, of the nominal amount of such Notes for the time being outstanding. Any Extraordinary Resolution duly passed at any such meeting will be binding on all such holders of Notes (whether or not they are present at such meeting) and on all Receiptholders and Couponholders relating to such Notes. The Agent may agree, without the consent of the holders of Notes, Receipts or Coupons of this Series, to any modification to any of the provisions of the Agency Agreement which is of a formal, minor or technical nature or is made to correct a manifest error. The VP Agent may agree, without the consent of the holders of VP Notes to any modification to any of the provisions of the VP Arrangements which is of a formal, minor or technical nature or is made to correct a manifest error. Any such modification shall be binding on all such holders of Notes, Receiptholders and Couponholders and, if the Agent or the VP Agent, as applicable, so requires, shall be notified to the Noteholders as soon as practicable thereafter in accordance with Condition 11. Meetings of holders of VP Notes shall be held in accordance with the Agency Agreement and/or the VP Arrangements and in compliance with the relevant regulations of VP. Any person requesting the convening of any such meeting or attending or voting at any such meeting shall be required to provide proof of their appointment as proxy, attorney or representative and/or ownership of Notes satisfactory to the Issuer in the form specified by Issuer in the notice in respect of the relevant meeting given to holders in accordance with Condition 11.

MEETINGS OF NOTEHOLDERS AND MODIFICATION. ‌ The Agency Agreement contains provisions for convening meetings (including by way of telephone, videoconference or other electronic platform) of the holders of the Notes of this Series to consider matters affecting their interests, including modifications by Extraordinary Resolution of the terms and conditions of such Notes. The quorum for any meeting convened to consider a resolution proposed as an Extraordinary Resolution shall be one or more persons holding or representing a clear majority in nominal amount of such Notes for the time being outstanding, or at any adjourned such meeting one or more persons being or representing holders of Notes whatever the nominal amount of such Notes for the time being outstanding so held or represented, except that at any meeting, the business of which includes, inter alia, (i) modification of the Maturity Date or, as the case may be, Redemption Month of such Notes or reduction or cancellation of the nominal amount payable upon maturity or otherwise, or variation of the method of calculating the amount of principal payable on maturity or otherwise, (ii) reduction of the amount payable or modification of the payment date in respect of any interest in respect of such Notes or variation of the method of calculating the rate of interest in respect of such Notes, (iii) reduction of any Minimum Interest Rate and/or Maximum Interest Rate, (iv) modification of the currency in which payments under such Notes and/or the Coupons appertaining thereto are to be made, (v) modification of the majority required to pass an Extraordinary Resolution or (vi) modification of the provisions of the Agency Agreement concerning this exception, the necessary quorum for passing an Extraordinary Resolution will be one or more persons holding or representing not less than three-quarters, or at any adjourned such meeting not less than a clear majority, of the nominal amount of such Notes for the time being outstanding. Any Extraordinary Resolution duly passed at any such meeting will be binding on all such holders of Notes (whether or not they are present at such meeting) and on all Receiptholders and Couponholders relating to such Notes. The Principal Paying Agent may agree, without the consent of the holders of Notes, Receipts or Coupons of this Series, to any modification to any of the provisions of the Agency Agreement which is of a formal, minor or technical nature or is made to correct a manifest error. The VP Agent may agree, without the consent of the holders of VP Notes to any modification to any of the provisions of the VP Arrangements which is of a formal, minor or technical nature or is made to correct a manifest error. Any such modification shall be binding on all such holders of Notes, Receiptholders and Couponholders and, if the Principal Paying Agent or the VP Agent, as applicable, so requires, shall be notified to the Noteholders as soon as practicable thereafter in accordance with Condition 11. Meetings of holders of VP Notes shall be held in accordance with the Agency Agreement and/or the VP Arrangements and in compliance with the relevant regulations of VP. Any person requesting the convening of any such meeting or attending or voting at any such meeting shall be required to provide proof of their appointment as proxy, attorney or representative and/or ownership of Notes satisfactory to the Issuer in the form specified by Issuer in the notice in respect of the relevant meeting given to holders in accordance with Condition 11.

MEETINGS OF NOTEHOLDERS AND MODIFICATION. (a) Meetings of Noteholders The Agency Agreement contains provisions for convening meetings of the holders of the Notes of this Series Noteholders to consider matters any matter affecting their interests, including modifications the sanctioning by Extraordinary Resolution of a modification of any of these Conditions. Such a meeting may be convened by the terms Issuer and conditions shall be convened by it upon the request in writing of such NotesNoteholders holding not less than 10 per cent. of the aggregate nominal amount of the Notes for the time being outstanding. The quorum for any meeting convened to consider a resolution proposed as an Extraordinary Resolution shall be one two or more persons Persons holding or representing a clear majority in aggregate nominal amount of such the Notes for the time being outstanding, or at any adjourned such meeting one meeting, two or more persons Persons being or representing holders of Notes Noteholders whatever the nominal amount of such the Notes for the time being outstanding so held or represented, except that at any meeting, unless the business of which includes, inter alia, such meeting includes consideration of proposals (i) modification to amend the dates of maturity or redemption of the Maturity Date orNotes, as or any date for payment of interest or Interest Amounts on the case may beNotes, Redemption Month of such Notes (ii) to reduce or reduction or cancellation of cancel the nominal amount payable upon maturity or otherwiseof, or variation any premium payable on redemption of, the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes or to vary the method or basis of calculating the rate or rates or amount of interest or the basis for calculating any Interest Amount in respect of the Notes, (iv) if a Minimum and/or a Maximum Rate of Interest or Redemption Amount is shown in the relevant Final Terms, to reduce any such minimum and/or maximum, (v) to vary any method of, or basis for, calculating the Final Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount, including the method of calculating the amount of principal payable on maturity or otherwiseAmortised Face Amount, (iivi) reduction to vary the currency or currencies of payment or denomination of the amount payable or modification of the payment date in respect of any interest in respect of such Notes or variation of the method of calculating the rate of interest in respect of such Notes, (iiivii) reduction to modify the provisions concerning the quorum required at any meeting of any Minimum Interest Rate and/or Maximum Interest Rate, (iv) modification of the currency in which payments under such Notes and/or the Coupons appertaining thereto are to be made, (v) modification of Noteholders or the majority required to pass an Extraordinary Resolution Resolution, or (viviii) modification to change the governing law of the provisions of the Agency Agreement concerning this exceptionNotes, in which case the necessary quorum for passing an Extraordinary Resolution will shall be one two or more persons Persons holding or representing not less than three-quarters75 per cent., or at any adjourned such meeting not less than a clear majority25 per cent., of the aggregate nominal amount of such the Notes for the time being outstanding. Any Extraordinary Resolution duly passed at any such meeting will shall be binding on all such holders of Notes Noteholders (whether or not they are were present at the meeting at which such meetingresolution was passed) and on all Receiptholders and Couponholders relating Couponholders. These Conditions may be amended, modified or varied in relation to any Series of Notes by the terms of the relevant Final Terms in relation to such NotesSeries. In addition, a resolution in writing signed by or on behalf of not less than 75 per cent. of Noteholders who for the time being are entitled to receive notice of a meeting of Noteholders will take effect as if it were an Extraordinary Resolution. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Noteholders. The Agent may agree, without the consent or approval of the holders Noteholders and the Couponholders shall not be required in the case of Notes, Receipts amendments to the Conditions pursuant to Condition 5(i) (Benchmark Discontinuation) to vary the method or Coupons basis of this Series, to any modification to any calculating the rate or rates or amount of the provisions of the Agency Agreement which is of a formal, minor or technical nature or is made to correct a manifest error. The VP Agent may agree, without the consent of the holders of VP Notes to any modification to any of the provisions of the VP Arrangements which is of a formal, minor or technical nature or is made to correct a manifest error. Any such modification shall be binding on all such holders of Notes, Receiptholders and Couponholders and, if the Agent interest or the VP Agent, as applicable, so requires, shall be notified to basis for the Noteholders as soon as practicable thereafter in accordance with Condition 11. Meetings of holders of VP Notes shall be held in accordance with the Agency Agreement and/or the VP Arrangements and in compliance with the relevant regulations of VP. Any person requesting the convening of calculating any such meeting or attending or voting at any such meeting shall be required to provide proof of their appointment as proxy, attorney or representative and/or ownership of Notes satisfactory to the Issuer in the form specified by Issuer in the notice Interest Amount in respect of the relevant meeting given Notes or for any other variation of these Conditions and/or the Agency Agreement required to holders be made in accordance with the circumstances described in Condition 115(i) (Benchmark Discontinuation), where the Issuer has delivered to the Fiscal Agent a certificate pursuant to Condition 5(i)(v) (Benchmark Discontinuation).

MEETINGS OF NOTEHOLDERS AND MODIFICATION. The Agency Subscription Agreement contains provisions for convening meetings of the holders of the Notes of this Series Noteholders to consider matters any matter affecting their interests, including modifications sanctioning by Extraordinary Resolution of a modification of any of these Conditions or any provisions of the terms Subscription Agreement. Such a meeting may be convened by the Issuer and conditions shall be convened by Noteholders holding not less than 10 per cent in principal amount of such Notesthe Notes for the time being outstanding. The quorum for at any meeting convened to consider a resolution proposed as for passing an Extraordinary Resolution shall will be one two or more persons holding or representing a clear majority 50 per cent in nominal principal amount of such the Notes for the time being outstanding, or at any adjourned such meeting one two or more persons being or representing holders of Notes Noteholders whatever the nominal principal amount of such the Notes for the time being outstanding so held or represented, except that at any meeting, unless the business of which includessuch meeting includes consideration of proposals, inter alia, (i) modification to modify the maturity of the Maturity Date or, as the case may be, Redemption Month of such Notes or reduction or cancellation the dates on which interest is payable in respect of the nominal amount payable upon maturity or otherwise, or variation of the method of calculating the amount of principal payable on maturity or otherwiseNotes, (ii) reduction of to reduce or cancel the principal amount of, any premium payable or modification of the payment date in respect of any of, or interest in respect of such Notes or variation of on, the method of calculating the rate of interest in respect of such Notes, (iii) reduction to change the currency of any Minimum Interest Rate and/or Maximum Interest Ratepayment of the Notes, (iv) modification to modify the provisions concerning the quorum required at any meeting of the currency in which payments under such Notes and/or the Coupons appertaining thereto are to be made, (v) modification of Noteholders or the majority required to pass an Extraordinary Resolution Resolution, or (viv) modification of to amend the provisions of the Agency Agreement concerning this exceptionproviso in relation to a special quorum resolution in connection with Extraordinary Resolution, in which case the necessary quorum for passing an Extraordinary Resolution will be one two or more persons holding or representing not less than three-quarters, 66 per cent or at any adjourned such meeting not less than a clear majority, 33 per cent in principal amount of the nominal amount of such Notes for the time being outstanding. Any Extraordinary Resolution duly passed at any such meeting will of the Noteholders shall be binding on all such holders of Notes (Noteholders, whether or not they are present at the meeting at which such meeting) and resolution was passed. In addition, a resolution in writing signed by or on all Receiptholders and Couponholders relating to such Notes. The Agent may agree, without the consent behalf of the holders of Notes, Receipts or Coupons of this Series, to any modification to any not less than 90 per cent in principal amount of the provisions Notes outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of the Agency Agreement which is of Noteholders duly convened and held. Such a formal, minor resolution in writing may be contained in one document or technical nature or is made to correct a manifest error. The VP Agent may agree, without the consent of the holders of VP Notes to any modification to any of the provisions of the VP Arrangements which is of a formal, minor or technical nature or is made to correct a manifest error. Any such modification shall be binding on all such holders of Notes, Receiptholders and Couponholders and, if the Agent or the VP Agent, as applicable, so requires, shall be notified to the Noteholders as soon as practicable thereafter in accordance with Condition 11. Meetings of holders of VP Notes shall be held in accordance with the Agency Agreement and/or the VP Arrangements and in compliance with the relevant regulations of VP. Any person requesting the convening of any such meeting or attending or voting at any such meeting shall be required to provide proof of their appointment as proxy, attorney or representative and/or ownership of Notes satisfactory to the Issuer several documents in the form specified same form, each signed by Issuer in the notice in respect or on behalf of the relevant meeting given to holders in accordance with Condition 11one or more Noteholders.