Joint Venture Agreement Condition Precedent

(Annex 2, Part B) Additional conditions for the UK system: in addition, AB InBev and SABMiller have agreed that the transaction (subject to the City Code and to the extent permitted by law) will be subject to the following conditions and, therefore, the measures necessary for the effectiveness of the UK system will only be taken if the following (possibly amended) conditions are met or, if necessary, Omitted:. . (b) when condition (b) appendix 1 (release from the United States) is removed, that all necessary notifications and notifications, as well as all waiting times (including possible extensions) applicable under the HSR Act and the rules and regulations provided for in it have expired, in any event, with respect to the transaction and proposed acquisition of SABMiller shares or the AB InBev Group; c) a precedent for conditions. Appendix III . 3, point c) -e): the parties to Medtronic and Covidien have agreed that, subject to paragraph 6 of this Appendix III, the acquisition will be subject to compliance or cancellation, on the date or date of the sanction, of the following questions: . . . c) a precedent for conditions. No. 8.01 a)-b): merger conditions.

The execution of the merger is subject to the following conditions, which must be met or cancelled by the party indicated in the respective subsection (assuming that the conditions to which only one party can waive are exclusively conditions of that party`s commitment) before the reference date: . . c) a precedent for conditions. No. 7.1 (b), c): 7.1 Terms of engagement for each contracting party. The obligations of each of the parties with respect to the execution of transactions are subject to the following conditions: . . . c) a precedent for conditions. No. 9.01: Terms of engagement for each party.

The obligations of the company, the parent parent company and the merger subsidiary for the full transformation of the merger are subject to the execution or waiver of the following conditions: b) (b) all waiting times (or extensions) applicable under the HSR Trade Act, relating to the transactions provided for in this agreement. , have expired or been terminated and (ii) any waiting period (or extension of this period) or any subsequent authorization applicable to applicable competition law in connection with the transactions in this agreement and Section 9.01 B) of the company`s disclosure plan have expired. , were terminated or obtained (only with respect to the obligations of the parent company and the merger subsidiary, at least without imposing a condition on charge); No. 6.5 (a): … To the extent necessary or desirable to obtain the agreement, registration, authorization, expiry of the waiting period or authorization of a state agency to complete the merger before the termination date, the parent company will encourage and compel companies and their subsidiaries to take action and accept and justify these obligations in accordance with section 6.5 (a) of the mother`s newsletter. , and encourages its subsidiaries to take further action involving the parent company and its subsidiaries and which are in the minimis-de minimis total (in order to avoid any doubt, without giving in, to abruptly separate from transactions or assets or a similar measure).