Investor Presentaiton

Overview of the Underwriting Agreement terms any information supplied by Bega to the Underwriters in relation to the Group or the Offer is, or becomes, misleading or deceptive (including by omission); there is introduced, or a proposal to introduce, a new law in Australia, or the Reserve Bank of Australia or any Commonwealth or State authority adopts or announces a proposal to adopt a new policy (other than a law or policy which has been announced before the date of the Underwriting Agreement); without the prior written consent of the Underwriters, the Acquisition Agreement or the debt acquisition facility is terminated (or becomes capable of being terminated), rescinded or repudiated or rendered void, illegal or otherwise unenforceable, or amended in a manner which has a material adverse effect; Bega makes a public statement or notifies the Underwriters that it cannot or does not intend to proceed with the acquisition of LDD, or a condition precedent in the Acquisition Agreement is not capable of being satisfied within the time allowed for satisfaction; hostilities commence or a major escalation in existing hostilities occurs or a significant terrorist act is perpetrated, in any of Australia, NZ, Japan, Russia, UAE, North Korea, South Korea, Hong Kong, Singapore or any member state of the European Union, the PRC, the UK or the US, or a national emergency is declared in any of those countries or there is an escalation of a national emergency in any of those countries; a general moratorium on commercial banking activities in the countries referred to above is declared by the relevant central banking authority or there is a disruption in commercial banking or security settlement or clearance services in any of those countries; or trading in all securities quoted or listed on the ASX, NYSE or LSE is suspended or limited in a material respect for a day on which that exchange is open for trading. For details of the fees payable to the Underwriters, see the Appendix 3B released to ASX on 26 November 2020. Bega also gives certain representations, warranties and undertakings to the Underwriters and an indemnity to the Underwriters and its affiliates subject to certain carve-outs. Page 37 Bega

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