Common use of CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR Clause in Contracts

CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR. 1. An Accession Letter, duly executed by the Additional Obligor and the Company. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter; (b) to the extent relevant, determining, and motivating the reasons of that determination, that it, as Original Obligor, has a corporate benefit justifying the assumption of any obligations it has pursuant to Clause 22 (Guarantee and Indemnity); (c) authorising a specified person or persons to execute the Accession Letter on its behalf; and (d) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request or Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents. 4. Where appropriate, an up to date extract from the relevant trade and companies register for the Additional Obligor. 5. A copy of the minutes of the shareholders’ meeting or a unanimous written resolution of the shareholders of each Additional Obligor incorporated in Belgium approving the terms of, and the transactions contemplated by, the Finance Documents to which such Obligor is a party, for the purposes of article 556 of the Belgian Companies Code, together with evidence that an extract of such resolutions has been duly filed with the clerk of the relevant commercial court in accordance with article 556 of the Belgian Companies Code. 6. A copy of a resolution of the general meeting of shareholders of each Dutch Additional Obligor approving the terms of, and the transactions contemplated by, the Finance Documents to which it is (or will become) a party. 7. To the extent applicable or required pursuant to its constitutional documents, a copy of a resolution of the supervisory directors of each Dutch Additional Obligor approving the terms of, and the transactions contemplated by, the Finance Documents to which it is (or will become) a party. 8. An unconditional positive works council advice (advies) of any competent works council in respect of the transactions contemplated by the Finance Documents to which a Dutch Additional Obligor is (or will become) a party. 9. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 10. A copy of a resolution signed by all the holders of the issued shares in each Additional Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party (where required under applicable law). 11. A copy of a good standing certificate (including verification of tax status) with respect to each U.S. Obligor, issued as of a recent date by the Secretary of State or other appropriate official of each U.S. Obligor’s jurisdiction of incorporation or organisation. 12. To the extent applicable, a copy of the resolution of the managing body of the shareholders of each Luxembourg Additional Obligor approving the resolutions taken as a shareholder of that Additional Obligor. 13. A non bankruptcy certificate in respect of each Luxembourg Additional Obligor dated no more that one day prior to the date of the relevant Accession Letter. 14. A certificate of the Company (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments by the Additional Obligor would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded. 15. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part 3 of Schedule 2 Schedule 1is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter. 16. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document. 17. If available, the latest audited financial statements of the Additional Obligor. 18. A legal opinion of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, legal advisers to the Arrangers and the Agent in England. 19. If the Additional Obligor is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Arrangers and the Agent (or, if it is market practice in the relevant jurisdiction, legal advisers to the Additional Obligor) in the jurisdiction in which the Additional Obligor is incorporated. 20. A legal opinion of ▇▇▇▇▇▇▇▇ Chance LLP, legal advisers to the Additional Belgian Obligors, as to due incorporation and existence, powers and authority, due authorisation and execution, relating to the each Additional Belgian Obligor. 21. If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Obligor. PART 1 UTILISATION REQUEST - LOANS InBev NV — US$45,000,000,000 Senior Facilities Agreement dated 12th July, 2008 (the Senior Facilities Agreement) 1. We refer to the Senior Facilities Agreement. This is a Utilisation Request. Terms defined in the Senior Facilities Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: (a) Borrower: [·] (b) Proposed Utilisation Date: [·] (or, if that is not a Business Day, the next Business Day) (c) Facility to be utilised: [Facility A]/[Facility B]/[Facility C]/[Facility D]/[Revolving Facility] (d) Currency of Loan: [·] (e) Amount: [·] or, if less, the Available Facility (f) Interest Period [·] 3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request. 4. [The proceeds of this Loan should be credited to [account]]. 5. This Utilisation Request is irrevocable. authorised signatory for [insert name of Borrower] NOTES: * Select the Facility to be utilised and delete references to the other Facilities. PART 2 UTILISATION REQUEST - LETTERS OF CREDIT InBev NV — US$45,000,000,000 Senior Facilities Agreement dated 12th July, 2008 (the Senior Facilities Agreement) 1. We refer to the Senior Facilities Agreement. This is a Utilisation Request. Terms defined in the Senior Facilities Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to arrange for a Letter of Credit to be issued by the Issuing Bank specified below (which has agreed to do so) on the following terms: (a) Borrower: [·] (b) Issuing Bank: [·] (c) Proposed Utilisation Date: [·] (or, if that is not a Business Day, the next Business Day) (d) Facility to be utilised: Revolving Facility (e) Currency of Letter of Credit: [·] (f) Amount: [·] or, if less, the Available Facility in relation to the Revolving Facility (g) Term: [·] 3. We confirm that each condition specified in paragraph (c) of Clause 6.5 (Issue of Letters of Credit) is satisfied on the date of this Utilisation Request. 4. We attach a copy of the proposed Letter of Credit. 5. This Utilisation Request is irrevocable (unless the Issuing Bank otherwise agrees). authorised signatory for [insert name of Relevant Borrower] PART 3 SELECTION NOTICE Applicable to a Term Loan InBev NV — US$45,000,000,000 Senior Facilities Agreement dated 12th July, 2008 (the Senior Facilities Agreement) 1. We refer to the Senior Facilities Agreement. This is a Selection Notice. Terms defined in the Senior Facilities Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice. 2. We refer to the following Facility [A/B/C/D] Loan[s] with an Interest Period ending on [·]*. 3. [We request that the above Facility [A/B/C/D] Loan[s] be divided into [·] Facility [A/B/C/D] Loans with the following Base Currency Amounts and Interest Periods:]** or [We request that the next Interest Period for the above Facility [A/B/C/D] Loan[s] is [·]].*** 4. This Selection Notice is irrevocable. authorised signatory for [insert name of Relevant Borrower] NOTES: * Insert details of all Term Loans for the relevant Facility which have an Interest Period ending on the same date. ** Use this option if division of Term Loans is requested. *** Use this option if sub-division is not required. 1. The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank. 2. On the first day of each Interest Period (or as soon as possible thereafter) the Agent shall calculate, as a percentage rate, a rate (the Additional Cost Rate) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum. 3. The Additional Cost Rate for any Lender lending from a Facility Office in a Participating Member State will be the percentage notified by that Lender to the Agent. This percentage will be certified by that Lender in its notice to the Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender’s participation in all Loans made from that Facility Office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that Facility Office. 4. The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Agent as follows: (a) in relation to a sterling Loan: AB + C(B – D) + E X 0.01 % per annum 100 – (A + C) (b) in relation to a Loan in any currency other than sterling: E X 0.01 % per annum. Where:

CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR. 1. An Accession Letter, duly Deed executed by the Additional Obligor and the Company. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution (or in the case of an Additional Obligor incorporated in Australia, an extract of resolutions only) of the board or, if applicable, a committee of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Letter Deed and the Finance Documents and resolving that it execute execute, deliver and perform the Accession LetterDeed and any other Finance Document to which it is party; (b) to the extent relevant, determining, and motivating the reasons of that determination, that it, as Original Obligor, has a corporate benefit justifying the assumption of any obligations it has pursuant to Clause 22 (Guarantee and Indemnity); (c) authorising a specified person or persons to execute the Accession Letter Deed and other Finance Documents on its behalf; and; (dc) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request or Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Company to act as its agent in connection with the Finance Documents. 4. Where appropriate, an up to date extract from the relevant trade and companies register for the Additional Obligor. 5. A copy of the minutes of the shareholders’ meeting or a unanimous written resolution of the shareholders of each Additional Obligor incorporated in Belgium approving the terms of, and the transactions contemplated by, the Finance Documents to which such Obligor is a party, for the purposes of article 556 of the Belgian Companies Code, together with evidence that an extract of such resolutions has been duly filed with the clerk of the relevant commercial court in accordance with article 556 of the Belgian Companies Code. 6. A copy of a resolution of the general meeting of shareholders of each Dutch Additional Obligor approving the terms of, and the transactions contemplated by, the Finance Documents to which it is (or will become) a party. 7. To the extent applicable or required pursuant to its constitutional documentsIf applicable, a copy of a resolution of the supervisory board of directors of each Dutch the Additional Obligor, establishing the committee referred to in paragraph 3 above. 5. In respect of: (a) the Additional Obligor approving if it is incorporated in the terms ofUK and its shares are subject to any Security Interest created under any Transaction Security Document; and (b) each company incorporated in the UK and whose shares are subject to any Security Interest created by the Additional Obligor under any Transaction Security Document, either: (A) a certificate of an authorised signatory of the Company certifying that: I. each member of the Group has complied on time with any notice it has received under Part 21A of the Companies A▇▇ ▇▇▇▇ from that company; and II. no "warning notice" or "restrictions notice" (in each case as defined in Schedule 1B of the Companies Act 2006) has been issued in respect of those shares, together with a copy of the "PSC register" (within the meaning of section 790C(10) of the Companies Act 2006) of that company which, if the company is a member of the Group, is certified by an authorised signatory of the Company to be correct, complete 0081727-0000042 SN:12155633.21 220 and not amended or superseded as at a date no earlier than the transactions contemplated by, date of the Accession Deed; (B) or a certificate of an authorised signatory of the Company certifying that that company is not required to comply with Part 21A of the Companies A▇▇ ▇▇▇▇. 6. In respect of an Additional Obligor incorporated in South Africa under the South African Companies Act a copy of a resolution of the board: (a) complying with the requirements of section 44(3)(b) and section 44(4) of the South African Companies Act in connection with any financial assistance to be granted by that Additional Obligor pursuant to section 44(2) of the South African Companies Act under the Finance Documents to which it is (or will become) to become a party.; 8. An unconditional positive works council advice (adviesb) complying with the requirements of section 45(3)(b) and section 45(4) of the South African Companies Act in connection with any competent works council in respect financial assistance to be granted by that Additional Obligor pursuant to section 45(2) of the transactions contemplated by South African Companies Act under the Finance Documents to which it is to become a Dutch Additional Obligor is party; and (or c) complying with the requirements of section 46 of the South African Companies Act in connection with any "distribution" (as defined in the South African Companies Act) that may arise as a result of its entry into the Accession Deed and the other Finance Documents to which it will become) consequently become a party. 97. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 108. A In respect of an Additional Obligor incorporated in South Africa under the South African Companies Act a copy of a special resolution signed by all the holders of the issued shares shareholders: (a) approving, in each accordance with section 44(3)(a)(ii) of the South African Companies Act, any financial assistance to be granted by that Additional GuarantorObligor pursuant to section 44(2) of the South African Companies Act under the Finance Documents to which it is to become a party; and (b) approving, in accordance with section 45(3)(a)(ii) of the South African Companies Act, any financial assistance to be granted by that Additional Obligor pursuant to section 45(2) of the South African Companies Act under the Finance Documents to which it is to become a party. 9. If applicable, a copy of the shareholder’s resolution of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor Obligor is a party (where required under applicable law)party. 1110. A copy of a good standing certificate (including verification of tax status) with respect to each U.S. Obligor, issued as of a recent date by the Secretary of State or other appropriate official of each U.S. Obligor’s jurisdiction of incorporation or organisation. 12. To the extent If applicable, a copy of the a resolution of the managing body board of the shareholders directors of each Luxembourg corporate shareholder of each Additional Obligor approving the resolutions taken as terms of the resolution referred to in paragraph 9 above. 11. If the Additional Obligor is a shareholder Dutch Obligor and only if applicable, a copy of that a resolution by the supervisory board of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 12. If the Additional Obligor is a Dutch Obligor and only if applicable, a copy of: 0081727-0000042 SN:12155633.21 221 (a) a request for advice from the works council in respect of the transactions contemplated by the Transaction Documents to which it becomes a party; and (b) a neutral or positive works council advice of the works council (which, if conditional, contains conditions which can reasonably be complied with and would not cause and are not reasonably likely to cause a breach of any term of any Transaction Document). 13. A non bankruptcy certificate in respect of each Luxembourg Additional Obligor dated no more that one day prior to the date of the relevant Accession Letter. 14. A certificate of the Company Additional Obligor (signed by a director) confirming that borrowing or guaranteeingguaranteeing or securing, as appropriate, the Total Commitments by the Additional Obligor would not cause any borrowing, guaranteeing guarantee, security or similar limit binding on it to be exceeded, and (in the case of any Additional Obligor incorporated in the U.S.) a solvency certificate of that Obligor (signed by the chief financial officer or other officer acceptable to the Agent). 1514. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part 3 6 of Schedule 2 Schedule 1is is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession LetterDeed. 15. If available, the latest consolidated audited financial statements of the Additional Obligor. 16. The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders: (a) A legal opinion of the legal advisers to the Agent in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed. (b) If the Additional Obligor is incorporated in a jurisdiction of the United States, a legal opinion of the legal advisers to the Additional Obligor in the jurisdiction of its incorporation as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. (c) If the Additional Obligor is incorporated in a jurisdiction other than England and Wales or the United States or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Agent in the jurisdiction of its incorporation or, as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. 17. Evidence of appointment of the process agent referred to in Clause 51.2 (Service of process) by the relevant Obligor and acceptance by that process agent and of the appointment of any other process agent and acceptance by that process agent as required in respect of any Transaction Security Document. 18. Any security documents which, subject to the Agreed Security Principles are required by the Agent to be executed by the proposed Additional Obligor. 19. Any notices or documents required to be given or executed under the terms of those security documents, including in the case of any security document granting security over the shares of an Additional Obligor, all share or limited liability company interest certificates, transfers and stock transfer forms or equivalent duly executed by the relevant party in accordance with the terms of the particular security document in relation to the assets subject to or expressed to be subject to the security document and other instruments or documents of title or documents to be provided under the security document. (a) If the Additional Obligor is incorporated in England and Wales, Scotland or Northern Ireland, evidence that the Additional Obligor has done all that is necessary (including, without limitation, 0081727-0000042 SN:12155633.21 222 by re-registering as a private company) to comply with sections 677 to 683 of the Companies A▇▇ ▇▇▇▇ in order to enable that Additional Obligor to enter into the Finance Documents and perform its obligations under the Finance Documents. (a) If the Additional Obligor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Agent may require, that such Additional Obligor has complied with any law in its jurisdiction relating to financial assistance or analogous process, including in the case of an Additional Obligor incorporated in Australian, a certificate from that Additional Obligor stating that it has completed a financial assistance shareholder approvals process in accordance with section 260B of the Australian Corporations Act and that the period of advance notice referred to in section 260(B)(6) has expired. 21. If the Additional Obligor is incorporated or domiciled in South Africa, a copy of the application to and approval of, the Financial Surveillance Department of the South African Reserve Bank in connection with the accession of that Additional Obligor. 22. Evidence that the fees, costs and expenses then due from the Company pursuant to Clause 13 (Fees), Clause 14.5 (Stamp taxes) and Clause 18 (Costs and Expenses) have been paid or will be paid by the date of the Accession Deed. 23. Completion by each Finance Party of all necessary "know your customer" or other similar checks under all applicable laws and regulations. 24. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Company accordingly) in connection with the entry into and performance of the transactions contemplated by the Accession Letter any Finance Document or for the validity and enforceability of any Finance Document. 17. If available, and which is in respect of or incidental to any of the conditions precedent listed in this Schedule and which is within the control of the Parent, the latest audited financial statements of the Additional Obligor. 18. A legal opinion of ▇▇▇▇▇ & ▇▇▇▇▇ LLPCompany, legal advisers to the Arrangers and the Agent in England. 19. If the an Investor, an Additional Obligor is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Arrangers and the Agent (or, if it is market practice in the relevant jurisdiction, legal advisers to the Additional Obligor) in the jurisdiction in which the Additional Obligor is incorporated. 20. A legal opinion of ▇▇▇▇▇▇▇▇ Chance LLP, legal advisers to the Additional Belgian Obligors, as to due incorporation and existence, powers and authority, due authorisation and execution, relating to the each Additional Belgian Obligor. 21. If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Obligor. PART 1 UTILISATION REQUEST - LOANS InBev NV — US$45,000,000,000 Senior Facilities Agreement dated 12th July, 2008 (the Senior Facilities Agreement) 1. We refer to the Senior Facilities Agreement. This is a Utilisation Request. Terms defined in the Senior Facilities Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: (a) Borrower: [·] (b) Proposed Utilisation Date: [·] (or, if that is not a Business Day, the next Business Day) (c) Facility to be utilised: [Facility A]/[Facility B]/[Facility C]/[Facility D]/[Revolving Facility] (d) Currency of Loan: [·] (e) Amount: [·] or, if less, the Available Facility (f) Interest Period [·] 3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request. 4. [The proceeds of this Loan should be credited to [account]]. 5. This Utilisation Request is irrevocable. authorised signatory for [insert name of Borrower] NOTES: * Select the Facility to be utilised and delete references to the other Facilities. PART 2 UTILISATION REQUEST - LETTERS OF CREDIT InBev NV — US$45,000,000,000 Senior Facilities Agreement dated 12th July, 2008 (the Senior Facilities Agreement) 1. We refer to the Senior Facilities Agreement. This is a Utilisation Request. Terms defined in the Senior Facilities Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to arrange for a Letter of Credit to be issued by the Issuing Bank specified below (which has agreed to do so) on the following terms: (a) Borrower: [·] (b) Issuing Bank: [·] (c) Proposed Utilisation Date: [·] (or, if that is not a Business Day, the next Business Day) (d) Facility to be utilised: Revolving Facility (e) Currency of Letter of Credit: [·] (f) Amount: [·] or, if less, the Available Facility in relation to the Revolving Facility (g) Term: [·] 3. We confirm that each condition specified in paragraph (c) of Clause 6.5 (Issue of Letters of Credit) is satisfied on the date of this Utilisation Request. 4. We attach a copy of the proposed Letter of Credit. 5. This Utilisation Request is irrevocable (unless the Issuing Bank otherwise agrees). authorised signatory for [insert name of Relevant Borrower] PART 3 SELECTION NOTICE Applicable to a Term Loan InBev NV — US$45,000,000,000 Senior Facilities Agreement dated 12th July, 2008 (the Senior Facilities Agreement) 1. We refer to the Senior Facilities Agreement. This is a Selection Notice. Terms defined in the Senior Facilities Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice. 2. We refer to the following Facility [A/B/C/D] Loan[s] with an Interest Period ending on [·]*. 3. [We request that the above Facility [A/B/C/D] Loan[s] be divided into [·] Facility [A/B/C/D] Loans with the following Base Currency Amounts and Interest Periods:]** or [We request that the next Interest Period for the above Facility [A/B/C/D] Loan[s] is [·]].*** 4. This Selection Notice is irrevocable. authorised signatory for [insert name of Relevant Borrower] NOTES: * Insert details of all Term Loans for the relevant Facility which have an Interest Period ending on the same date. ** Use this option if division of Term Loans is requested. *** Use this option if sub-division is not required. 1. The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank. 2their respective advisors. On the first day of each Interest Period (or as soon as possible thereafter) the Agent shall calculate, as a percentage rate, a rate (the Additional Cost Rate) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum. 3. The Additional Cost Rate for any Lender lending from a Facility Office in a Participating Member State will be the percentage notified by that Lender to the Agent. This percentage will be certified by that Lender in its notice to the Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender’s participation in all Loans made from that Facility Office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that Facility Office. 4. The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Agent as follows: (a) in relation to a sterling Loan: AB + C(B – D) + E X 0.01 % per annum 100 – (A + C) (b) in relation to a Loan in any currency other than sterling: E X 0.01 % per annum. Where:0081727-0000042 SN:12155633.21 223 0081727-0000042 SN:12155633.21 224

CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR. 1. An Accession Letter, duly Deed executed by the Additional Obligor and the Company. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution (or in the case of an Additional Obligor incorporated in Australia, an extract of resolutions only) of the board or, if applicable, a committee of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Letter Deed and the Finance Documents and resolving that it execute execute, deliver and perform the Accession LetterDeed and any other Finance Document to which it is party; (b) to the extent relevant, determining, and motivating the reasons of that determination, that it, as Original Obligor, has a corporate benefit justifying the assumption of any obligations it has pursuant to Clause 22 (Guarantee and Indemnity); (c) authorising a specified person or persons to execute the Accession Letter Deed and other Finance Documents on its behalf; and; (dc) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request or Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (d) authorising the Company to act as its agent in connection with the Finance Documents. 4. Where appropriate, an up to date extract from the relevant trade and companies register for the Additional Obligor. 5. A copy of the minutes of the shareholders’ meeting or a unanimous written resolution of the shareholders of each Additional Obligor incorporated in Belgium approving the terms of, and the transactions contemplated by, the Finance Documents to which such Obligor is a party, for the purposes of article 556 of the Belgian Companies Code, together with evidence that an extract of such resolutions has been duly filed with the clerk of the relevant commercial court in accordance with article 556 of the Belgian Companies Code. 6. A copy of a resolution of the general meeting of shareholders of each Dutch Additional Obligor approving the terms of, and the transactions contemplated by, the Finance Documents to which it is (or will become) a party. 7. To the extent applicable or required pursuant to its constitutional documentsIf applicable, a copy of a resolution of the supervisory board of directors of each Dutch the Additional Obligor, establishing the committee referred to in paragraph 3 above. 5. In respect of: (a) the Additional Obligor approving if it is incorporated in the terms ofUK and its shares are subject to any Security Interest created under any Transaction Security Document; and (b) each company incorporated in the UK and whose shares are subject to any Security Interest created by the Additional Obligor under any Transaction Security Document, either: (A) a certificate of an authorised signatory of the Company certifying that: I. each member of the Group has complied on time with any notice it has received under Part 21A of the Companies ▇▇▇ ▇▇▇▇ from that company; and II. no "warning notice" or "restrictions notice" (in each case as defined in Schedule 1B of the Companies Act 2006) has been issued in respect of those shares, together with a copy of the "PSC register" (within the meaning of section 790C(10) of the Companies Act 2006) of that company which, if the company is a member of the Group, is certified by an authorised signatory of the Company to be correct, complete and not amended or superseded as at a date no earlier than the transactions contemplated by, date of the Accession Deed; (B) or a certificate of an authorised signatory of the Company certifying that that company is not required to comply with Part 21A of the Companies ▇▇▇ ▇▇▇▇. 6. In respect of an Additional Obligor incorporated in South Africa under the South African Companies Act a copy of a resolution of the board: (a) complying with the requirements of section 44(3)(b) and section 44(4) of the South African Companies Act in connection with any financial assistance to be granted by that Additional Obligor pursuant to section 44(2) of the South African Companies Act under the Finance Documents to which it is (or will become) to become a party.; 8. An unconditional positive works council advice (adviesb) complying with the requirements of section 45(3)(b) and section 45(4) of the South African Companies Act in connection with any competent works council in respect financial assistance to be granted by that Additional Obligor pursuant to section 45(2) of the transactions contemplated by South African Companies Act under the Finance Documents to which it is to become a Dutch Additional Obligor is party; and (or c) complying with the requirements of section 46 of the South African Companies Act in connection with any "distribution" (as defined in the South African Companies Act) that may arise as a result of its entry into the Accession Deed and the other Finance Documents to which it will become) consequently become a party. 97. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 108. A In respect of an Additional Obligor incorporated in South Africa under the South African Companies Act a copy of a special resolution signed by all the holders of the issued shares shareholders: (a) approving, in each accordance with section 44(3)(a)(ii) of the South African Companies Act, any financial assistance to be granted by that Additional GuarantorObligor pursuant to section 44(2) of the South African Companies Act under the Finance Documents to which it is to become a party; and (b) approving, in accordance with section 45(3)(a)(ii) of the South African Companies Act, any financial assistance to be granted by that Additional Obligor pursuant to section 45(2) of the South African Companies Act under the Finance Documents to which it is to become a party. 9. If applicable, a copy of the shareholder’s resolution of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor Obligor is a party (where required under applicable law)party. 1110. A copy of a good standing certificate (including verification of tax status) with respect to each U.S. Obligor, issued as of a recent date by the Secretary of State or other appropriate official of each U.S. Obligor’s jurisdiction of incorporation or organisation. 12. To the extent If applicable, a copy of the a resolution of the managing body board of the shareholders directors of each Luxembourg corporate shareholder of each Additional Obligor approving the resolutions taken as terms of the resolution referred to in paragraph 9 above. 11. If the Additional Obligor is a shareholder Dutch Obligor and only if applicable, a copy of that a resolution by the supervisory board of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party. 12. If the Additional Obligor is a Dutch Obligor and only if applicable, a copy of: (a) a request for advice from the works council in respect of the transactions contemplated by the Transaction Documents to which it becomes a party; and (b) a neutral or positive works council advice of the works council (which, if conditional, contains conditions which can reasonably be complied with and would not cause and are not reasonably likely to cause a breach of any term of any Transaction Document). 13. A non bankruptcy certificate in respect of each Luxembourg Additional Obligor dated no more that one day prior to the date of the relevant Accession Letter. 14. A certificate of the Company Additional Obligor (signed by a director) confirming that borrowing or guaranteeingguaranteeing or securing, as appropriate, the Total Commitments by the Additional Obligor would not cause any borrowing, guaranteeing guarantee, security or similar limit binding on it to be exceeded, and (in the case of any Additional Obligor incorporated in the US) a solvency certificate of that Obligor (signed by the chief financial officer or other officer acceptable to the Agent). 1514. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part 3 6 of Schedule 2 Schedule 1is is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession LetterDeed. 16. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document. 1715. If available, the latest consolidated audited financial statements of the Additional Obligor. 1816. The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders: (a) A legal opinion of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, the legal advisers to the Arrangers and the Agent in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed. 19. (b) If the Additional Obligor is incorporated in a jurisdiction of the United States, a legal opinion of the legal advisers to the Additional Obligor in the jurisdiction of its incorporation as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. (c) If the Additional Obligor is incorporated in a jurisdiction other than England and WalesWales or the United States or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Arrangers and the Agent (or, if it is market practice in the relevant jurisdiction, legal advisers to the Additional Obligor) in the jurisdiction of its incorporation or, as the case may be, the jurisdiction of the governing law of that Finance Document (the Applicable Jurisdiction) as to the law of the Applicable Jurisdiction and in which the form distributed to the Lenders prior to signing the Accession Deed. 17. Evidence of appointment of the process agent referred to in Clause 51.2 (Service of process) by the relevant Obligor and acceptance by that process agent and of the appointment of any other process agent and acceptance by that process agent as required in respect of any Transaction Security Document. 18. Any security documents which, subject to the Agreed Security Principles are required by the Agent to be executed by the proposed Additional Obligor. 19. Any notices or documents required to be given or executed under the terms of those security documents, including in the case of any security document granting security over the shares of an Additional Obligor, all share or limited liability company interest certificates, transfers and stock transfer forms or equivalent duly executed by the relevant party in accordance with the terms of the particular security document in relation to the assets subject to or expressed to be subject to the security document and other instruments or documents of title or documents to be provided under the security document. (a) If the Additional Obligor is incorporated. 20. A legal opinion incorporated in England and Wales, Scotland or Northern Ireland, evidence that the Additional Obligor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies ▇▇▇▇▇ ▇▇▇▇ Chance LLPin order to enable that Additional Obligor to enter into the Finance Documents and perform its obligations under the Finance Documents. (b) If the Additional Obligor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal advisers counsel to the Agent may require, that such Additional Belgian Obligors, as to due incorporation and existence, powers and authority, due authorisation and execution, Obligor has complied with any law in its jurisdiction relating to financial assistance or analogous process, including in the each case of an Additional Belgian ObligorObligor incorporated in Australian, a certificate from that Additional Obligor stating that it has completed a financial assistance shareholder approvals process in accordance with section 260B of the Australian Corporations Act and that the period of advance notice referred to in section 260(B)(6) has expired. 21. If the proposed Additional Obligor is incorporated or domiciled in South Africa, a jurisdiction other than England copy of the application to and Walesapproval of, evidence the Financial Surveillance Department of the South African Reserve Bank in connection with the accession of that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Obligor. PART 1 UTILISATION REQUEST - LOANS InBev NV — US$45,000,000,000 Senior Facilities Agreement dated 12th July22. Evidence that the fees, 2008 costs and expenses then due from the Company pursuant to Clause 13 (the Senior Facilities AgreementFees) 1. We refer to the Senior Facilities Agreement. This is a Utilisation Request. Terms defined in the Senior Facilities Agreement , Clause 14.5 (Stamp taxes) and Clause 18 (Costs and Expenses) have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms: (a) Borrower: [·] (b) Proposed Utilisation Date: [·] (or, if that is not a Business Day, the next Business Day) (c) Facility to been paid or will be utilised: [Facility A]/[Facility B]/[Facility C]/[Facility D]/[Revolving Facility] (d) Currency of Loan: [·] (e) Amount: [·] or, if less, the Available Facility (f) Interest Period [·] 3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on paid by the date of this Utilisation Requestthe Accession Deed. 4. [The proceeds of this Loan should be credited to [account]]. 5. This Utilisation Request is irrevocable. authorised signatory for [insert name of Borrower] NOTES: * Select the Facility to be utilised and delete references to the other Facilities. PART 2 UTILISATION REQUEST - LETTERS OF CREDIT InBev NV — US$45,000,000,000 Senior Facilities Agreement dated 12th July, 2008 (the Senior Facilities Agreement) 1. We refer to the Senior Facilities Agreement. This is a Utilisation Request. Terms defined in the Senior Facilities Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to arrange for a Letter of Credit to be issued by the Issuing Bank specified below (which has agreed to do so) on the following terms: (a) Borrower: [·] (b) Issuing Bank: [·] (c) Proposed Utilisation Date: [·] (or, if that is not a Business Day, the next Business Day) (d) Facility to be utilised: Revolving Facility (e) Currency of Letter of Credit: [·] (f) Amount: [·] or, if less, the Available Facility in relation to the Revolving Facility (g) Term: [·] 3. We confirm that each condition specified in paragraph (c) of Clause 6.5 (Issue of Letters of Credit) is satisfied on the date of this Utilisation Request. 4. We attach a copy of the proposed Letter of Credit. 5. This Utilisation Request is irrevocable (unless the Issuing Bank otherwise agrees). authorised signatory for [insert name of Relevant Borrower] PART 3 SELECTION NOTICE Applicable to a Term Loan InBev NV — US$45,000,000,000 Senior Facilities Agreement dated 12th July, 2008 (the Senior Facilities Agreement) 1. We refer to the Senior Facilities Agreement. This is a Selection Notice. Terms defined in the Senior Facilities Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice. 2. We refer to the following Facility [A/B/C/D] Loan[s] with an Interest Period ending on [·]*. 3. [We request that the above Facility [A/B/C/D] Loan[s] be divided into [·] Facility [A/B/C/D] Loans with the following Base Currency Amounts and Interest Periods:]** or [We request that the next Interest Period for the above Facility [A/B/C/D] Loan[s] is [·]].*** 4. This Selection Notice is irrevocable. authorised signatory for [insert name of Relevant Borrower] NOTES: * Insert details of all Term Loans for the relevant Facility which have an Interest Period ending on the same date. ** Use this option if division of Term Loans is requested. *** Use this option if sub-division is not required. 1. The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank. 2. On the first day of each Interest Period (or as soon as possible thereafter) the Agent shall calculate, as a percentage rate, a rate (the Additional Cost Rate) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum. 3. The Additional Cost Rate for any Lender lending from a Facility Office in a Participating Member State will be the percentage notified by that Lender to the Agent. This percentage will be certified by that Lender in its notice to the Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender’s participation in all Loans made from that Facility Office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that Facility Office. 4. The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Agent as follows: (a) in relation to a sterling Loan: AB + C(B – D) + E X 0.01 % per annum 100 – (A + C) (b) in relation to a Loan in any currency other than sterling: E X 0.01 % per annum. Where: