Common use of MEETINGS OF NOTEHOLDERS AND MODIFICATION Clause in Contracts

MEETINGS OF NOTEHOLDERS AND MODIFICATION. In the case of Notes issued by Brandbrew, the Agency Agreement contains provisions for convening meetings of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the 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 shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than 10 per cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for 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 not less than two-thirds in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal amount of the Notes for the time being 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-Busch InBev, all Resolutions of Noteholders which in the opinion of Anheuser-Busch InBev relate to a matter contained in article 568 of the Belgian Companies Code will only be effective if taken at a meeting convened and decided in accordance with the Belgian Companies Code. The quorum at any such meeting convened to consider a Resolution will be 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 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. 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 Noteholders, whether or not they are present at the meeting and 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-Busch 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-Busch InBev) and the relevant Issuer may agree, without the consent of the Noteholders or Couponholders, to:

MEETINGS OF NOTEHOLDERS AND MODIFICATION. In the case of Notes issued by Brandbrew, the Agency Agreement contains provisions for convening meetings of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the 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 shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than 10 per cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for 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 not less than two-thirds in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal amount of the Notes for the time being 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-Busch Xxxxx InBev, all Resolutions of Noteholders which in the opinion of Anheuser-Busch Xxxxx InBev relate to a matter contained in article 568 of the Belgian Companies Code will only be effective if taken at a meeting convened and decided in accordance with the Belgian Companies Code. The quorum at any such meeting convened to consider a Resolution will be 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 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. 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 Noteholders, whether or not they are present at the meeting and 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-Busch 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-Busch Xxxxx InBev) and the relevant Issuer may agree, without the consent of the Noteholders or Couponholders, to:

MEETINGS OF NOTEHOLDERS AND MODIFICATION. In the case of Notes issued by Brandbrew, the Agency The Subscription Agreement contains provisions for convening meetings of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons any of these Conditions or any of the provisions of the Agency Subscription Agreement. A Such a meeting of the Noteholders may be convened by the relevant Issuer or any Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than 10 per cent. cent in nominal principal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one will be two or more persons holding or representing not less than 50 per cent. cent in nominal principal amount of the Notes for the time being outstanding, or at any adjourned meeting one two or more persons being or representing Noteholders whatever the nominal principal amount of the Notes so held or represented, except that at any meeting unless the business of which such meeting includes consideration of proposals, inter alia, (i) to modify the modification of certain provisions maturity of the Notes or the Coupons (including modifying the date of maturity of the Notes or any date for payment of dates on which interest thereon, reducing or cancelling the amount of principal or the rate of interest is payable in respect of the Notes Notes, (ii) to reduce or altering cancel the principal amount of, any premium payable in respect of, or interest on, the Notes, (iii) to change the currency of payment of the Notes Notes, (iv) to modify the provisions concerning the quorum required at any meeting of Noteholders or the Coupons)majority required to pass an Extraordinary Resolution, or (v) to amend the proviso in relation to a special quorum shall resolution in connection with Extraordinary Resolution, in which case the necessary quorum will be one two or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstanding, 66 per cent or at any adjourned such meeting one or more persons holding or representing not less than one-third 33 per cent in nominal principal amount of the Notes for the time being outstanding. An Any Extraordinary Resolution duly 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-Busch InBev, all Resolutions of Noteholders which in the opinion of Anheuser-Busch InBev relate to a matter contained in article 568 of the Belgian Companies Code will only be effective if taken at a meeting convened and decided in accordance with the Belgian Companies Code. The quorum at any such meeting convened to consider a Resolution will be 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 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. 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 Noteholders, whether or not they are present at the meeting and whether at which such resolution was passed. In addition, a resolution in writing signed by or not they vote in favour thereof. The matters listed in article 568 on behalf of the Belgian Companies Code holders of not less than 90 per cent 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 principal amount of the Noteholders, accepting a transformation of Notes into shares on conditions proposed by Anheuser-Busch InBev, outstanding shall for all purposes be as valid 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 effective as an Extraordinary Resolution passed at a meeting called of Noteholders duly convened and held held. Such a resolution in accordance with the Belgian Companies Code. The Agent (writing may be contained in one document or several documents in the case same form, each signed by or on behalf of Notes issued by Brandbrew) one or the Domiciliary Agent (in the case of Notes issued by Anheuser-Busch InBev) and the relevant Issuer may agree, without the consent of the Noteholders or Couponholders, to:more Noteholders.

MEETINGS OF NOTEHOLDERS AND MODIFICATION. In the case of Notes issued by Brandbrew, the The Agency Agreement contains provisions for convening meetings of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Receipts, the Coupons or any of the provisions of the Agency Agreement. A Such a meeting of the Noteholders may be convened by the relevant Issuer or any the Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than 10 five per cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for 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 Notes, the Receipts 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 Notes, the Receipts or the CouponsCoupons in each case, other than any changes arising from the occurrence of a Benchmark Event or any Benchmark Amendment (each a "Reserved Matter")), the quorum shall be one or more persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal amount of the Notes for the time being 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 Receiptholders and Couponholders. In respect addition, a resolution in writing signed by or on behalf of Notes issued by Anheuser-Busch InBev, all Resolutions of Noteholders which in the opinion of Anheuser-Busch InBev relate to a matter contained in article 568 of the Belgian Companies Code will only be effective if taken at a meeting convened and decided in accordance with the Belgian Companies Code. The quorum at any such meeting convened to consider a Resolution will be one or more persons holding or representing not less than 50 per cent. in nominal amount of the Notes who for the time being outstanding or, at any adjourned meeting after publication are entitled to receive notice of a new convening notice pursuant to Condition 13meeting 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 persons being or representing Noteholders whatever the aggregate nominal amount of the Notes so held or represented. 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 BrusselsNoteholders. The above quorum Principal Paying Agent 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 Issuer (following consultation 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 Noteholders, whether or not they are present at the meeting and 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-Busch 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 BrandbrewGuarantor) or the Domiciliary Agent (in the case of Notes issued by Anheuser-Busch InBev) and the relevant Issuer may agree, without the consent of the Noteholders Noteholders, Receiptholders or Couponholders, to:

MEETINGS OF NOTEHOLDERS AND MODIFICATION. In the case of Notes issued by Brandbrew, the The Agency Agreement contains provisions for convening meetings (including by way of conference call or by use of videoconference platform) of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons Coupons, the Guarantee or any of the provisions of the Agency AgreementAgreement or the Guarantee. A Such a meeting of the Noteholders may be convened by the relevant Issuer or any the Guarantor and shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than 10 five per cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for 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 or the Guarantee (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 Notes, altering the currency of payment of the Notes or the CouponsCoupons or amending the Deed of Covenant in certain respects), the quorum shall be one or more persons holding or representing not less than two-two- thirds in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than one-third in nominal amount of the Notes for the time being outstanding. The Agency Agreement provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Agency Agreement by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Principal Paying Agent) by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed at any meeting of by the Noteholders shall will be binding on all the Noteholders, whether or not they are present at any meeting, and whether or not they voted on the meetingresolution, and on all Couponholders. In respect of Notes issued by Anheuser-Busch InBev, all Resolutions of Noteholders which in the opinion of Anheuser-Busch InBev relate to a matter contained in article 568 of the Belgian Companies Code will only be effective if taken at a meeting convened and decided in accordance with the Belgian Companies Code. The quorum at any such meeting convened to consider a Resolution will be 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 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. 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 Noteholders, whether or not they are present at the meeting and 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-Busch 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 Principal Paying Agent (in the case of Notes issued by Brandbrew) or the Domiciliary Agent (in the case of Notes issued by Anheuser-Busch InBev) and the relevant Issuer may agree, without the consent of the Noteholders or Couponholders, to:

MEETINGS OF NOTEHOLDERS AND MODIFICATION. In the case (a) Meetings of Notes issued by Brandbrew, the Noteholders The Agency Agreement contains provisions for convening meetings of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons or any of the provisions of the Agency Agreementthese Conditions. A Such a meeting of the Noteholders may be convened by the relevant Issuer or any Guarantor and shall be convened by it upon the relevant Issuer if required request in writing by of Noteholders holding not less than 10 per cent. in of the aggregate nominal amount of the Notes for the time being remaining outstanding. The quorum at for any such meeting for passing convened to consider an Extraordinary Resolution is one shall be two or more persons Persons holding or representing not less than 50 per cent. a clear majority in aggregate nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one meeting, two or more persons Persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting unless the business of which such meeting includes consideration of proposals (i) to amend the modification dates of certain provisions maturity or redemption of the Notes or the Coupons (including modifying the date of maturity of the Notes Notes, or any date for payment of interest thereonor Interest Amounts on the Notes, reducing (ii) to reduce or cancelling cancel the nominal amount of principal of, or any premium payable on redemption of, the Notes, (iii) to reduce the rate or rates of interest payable in respect of the Notes or altering 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 Amortised Face Amount, (vi) to vary the currency or currencies of payment or denomination of the Notes Notes, (vii) to modify the provisions concerning the quorum required at any meeting of Noteholders or the Coupons)majority required to pass an Extraordinary Resolution, or (viii) to change the governing law of the Notes, in which case the necessary quorum shall be one two or more persons Persons holding or representing not less than two-thirds in nominal amount of the Notes for the time being outstanding75 per cent., or at any adjourned such meeting one or more persons holding or representing not less than one-third in 25 per cent., of the aggregate nominal amount of the Notes for the time being outstanding. An Any Extraordinary Resolution duly passed at any meeting of the Noteholders shall be binding on all the Noteholders, Noteholders (whether or not they are were present at the meeting, meeting at which such resolution was passed) and on all Couponholders. In respect These Conditions may be amended, modified or varied in relation to any Series of Notes issued by Anheuser-Busch InBev, all Resolutions of Noteholders which in the opinion of Anheuser-Busch InBev relate to a matter contained in article 568 terms of the Belgian Companies Code will only be effective if taken at relevant Final Terms in relation to such Series. In addition, a meeting convened and decided resolution in accordance with the Belgian Companies Code. The quorum at any such meeting convened to consider a Resolution will be one writing signed by or more persons holding or representing on behalf of not less than 50 per cent. in nominal amount of the Notes for the time being outstanding 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. A Resolution (as defined below) requires the approval of Noteholders holding or representing at least 75 per cent. of Noteholders who for 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 time being are entitled to Resolutions relating to interim measures or to the appointment receive notice 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 andwill 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, to the extent required each signed by law, approved by the relevant Court or on behalf of Appeal, will be binding on all one or more Noteholders, whether or not they are present at the meeting and 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 consent 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-Busch InBev, and appointing a special agent approval of the Noteholders to implement and 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 (Couponholders shall not be required in the case of Notes issued by Brandbrewamendments to the Conditions pursuant to Condition 5(i) (Benchmark Discontinuation) to vary the method or basis of calculating the rate or rates or amount of interest or the Domiciliary Agent (basis for the calculating any Interest Amount in respect of the Notes or for any other variation of these Conditions and/or the Agency Agreement required to be made in the case of Notes issued by Anheuser-Busch InBevcircumstances described in Condition 5(i) and (Benchmark Discontinuation), where the relevant Issuer may agree, without has delivered to the consent of the Noteholders or Couponholders, to:Fiscal Agent a certificate pursuant to Condition 5(i)(v) (Benchmark Discontinuation).

MEETINGS OF NOTEHOLDERS AND MODIFICATION. In the case of Notes issued by Brandbrew, the The Agency Agreement contains provisions for convening meetings of the Noteholders holders of the Notes of this Series to consider any matter matters affecting their interests, including the sanctioning modifications by Extraordinary Resolution of a modification the terms and conditions of the such 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 shall be convened by the relevant Issuer if required in writing by Noteholders holding not less than 10 per cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at for any such meeting for passing convened to consider a resolution proposed as 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 not less than two-thirds a clear majority in nominal amount of the such Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding being or representing not less than one-third in holders of Notes whatever the nominal amount of the such Notes for the time being outstanding. An 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 passed at any meeting or (vi) modification 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-Busch InBev, all Resolutions of Noteholders which in the opinion of Anheuser-Busch InBev relate to a matter contained in article 568 provisions of the Belgian Companies Code will only be effective if taken at a meeting convened and decided in accordance with Agency Agreement concerning this exception, the Belgian Companies Code. The necessary quorum at any such meeting convened to consider a for passing an Extraordinary Resolution will be one or more persons holding or representing not less than 50 per cent. in three-quarters, or at any adjourned such meeting not less than a clear majority, of the nominal amount of the such Notes for the time being outstanding 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 representedoutstanding. 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 Any Extraordinary 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 Noteholders, such holders of Notes (whether or not they are present at the meeting such meeting) and 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 on all Receiptholders and Couponholders relating to 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-Busch 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-Busch InBev) and the relevant Issuer 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 Couponholdersattending or voting at any such meeting shall be required to provide proof of their appointment as proxy, to: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.