SEC Info - Braco SA, et al. - ‘SC 13D/A’ on 11/29/02 re: American Beverage Co Ambev

SEC Info℠

Home

Help

Please Sign In

Braco SA, et al. – ‘SC 13D/A’ on 11/29/02 re: American Beverage Co Ambev – EX-99.C

On: Friday, 11/29/02, at 4:59pm ET · Accession #: 950157-2-819 · File #: 5-50972

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/29/02  Braco SA                          SC 13D/A               3:99K  American Beverage Co Ambev        Cravath Swaine & … 01/FA
          Carlos Alberto Da Veiga Sicupira
          Empresa de Administracao E Participacoes S.A. - Ecap
          Fundacao Antonio E Helena Zerrenner Instituicao Nacional De
          Jorge Paulo Lemann
          Marcel Herrmann Telles

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 2                                       23     73K 
 2: EX-99.C     Shareholders' Voting Rights Agreement                 28     82K 
 3: EX-99.D     Joint Filing Agreement                                 2      9K

EX-99.C — Shareholders’ Voting Rights Agreement

EX-99.C 1st Page of 28 TOC ↑Top Previous Next ↓Bottom Just 1st
 
                                                                   EXHIBIT C

SHAREHOLDERS' VOTING RIGHTS AGREEMENT AND OTHER COVENANTS 

Among:                                                                          

1.   Santa Judith Participacoes S.A. (formerly named 312 Participacoes S.A.),   
a corporation duly incorporated and validly existing under the laws of
the Federative Republic of Brazil, with head office at Av. Brigadeiro 
Faria Lima nr. 3729, 7th. floor (part), in the city of Sao Paulo (SP),
enrolled in the taxpayers' registry under number 03.970.207/0001-87   
("LH1");                                                              

2.   Santa Irene Participacoes S.A. (formerly named 323 Participacoes S.A.), a  
  corporation duly incorporated and validly existing under the laws of the
 Federative Republic of Brazil, with head office at Av. Brigadeiro Faria
Lima nr. 3729, 7th floor (part), Sao Paulo (SP), enrolled in the      
taxpayers' registry under number 04.001.357/0001-45 ("LH2");          

3.   Santa Estela Participacoes S.A. (formerly named 328 Participacoes S.A.),   
a corporation duly incorporated and validly existing under the laws of
the Federative Republic of Brazil, with head office at Av. Brigadeiro 
Faria Lima nr. 3729, 7th floor (part), Sao Paulo (SP), enrolled in the
taxpayers' registry under number 04.007.374/0001-90 ("SH"); and       

4.   Santa Prudencia Participacoes S.A. (formerly named 327 Participacoes       
S.A.), a corporation duly incorporated and validly existing under the 
laws of the Federative Republic of Brazil, with head office at Av.    
Brigadeiro Faria Lima nr. 3729, 7th floor (part), in the city of Sao  
Paulo (SP), enrolled in the taxpayers' registry under number          
04.006.973/0001-99 ("TH"),                                            

and, as Intervening Parties,                                                    

5.   Jorge Paulo Lemann, Brazilian citizen, married, economist, residing in     
   Sao Paulo (SP), holder of ID no. 1.566.020-IFP/RJ, enrolled in the CPF/MF
under nr. 005.392.877-68 ("JPL");                                     

6.   Carlos Alberto da Veiga Sicupira, Brazilian citizen, married, business     
 manager, residing in Sao Paulo (SP), holder of ID no. 1.971.453-IFP/RJ,
enrolled in the CPF/MF under nr. 041.895.317-15 ("CAS"); and          

7.   Marcel Herrmann Telles, Brazilian citizen, married, economist, residing    
  in Sao Paulo (SP), holder of ID no. 02.347.932-2-IFP/RJ, enrolled in the
CPF/MF under nr. 235.839.087-91 ("MHT").                              

EX-99.C 2nd Page of 28 TOC 1st Previous Next ↓Bottom Just 2nd
                                                                           2

With the acknowledgement and acceptance of:                                     

1.   S-BRACO Participacoes S.A. (formerly named 311 Participacoes S.A.), a      
  corporation duly incorporated and validly existing under the laws of the
 Federative Republic of Brazil, with head office at Av. Brigadeiro Faria
Lima nr. 3729, 7th floor (part), Sao Paulo (SP), enrolled in the      
taxpayers' registry under number 03.980.209/0001-57 ("S-Braco" or the 
"Company");                                                           

2.   Braco S.A., a corporation duly incorporated and validly existing under     
 the laws of the Federative Republic of Brazil, with head offices at Av.
Brigadeiro Faria Lima nr. 3729, 7th floor (part), Sao Paulo (SP),     
enrolled in the taxpayers' registry under number 35.756.022/0001-60   
("Braco");                                                            

3.   Empresa de Administracao e Participacoes S.A. - ECAP, a corporation duly   
incorporated and validly existing under the laws of the Federative    
Republic of Brazil, with head offices at Av. Brigadeiro Faria Lima nr.
3729, 7th floor (part), Sao Paulo (SP), enrolled in the taxpayers'    
registry under number 27.098.946/0001-99 ("Ecap"); and                

4.   Companhia de Bebidas das Americas - AmBev, a corporation duly              
incorporated and validly existing under the laws of the Federative    
   Republic of Brazil, with head offices at Av. Maria Coelho Aguiar nr. 215,
b. F, 6th floor, Sao Paulo (SP), enrolled in the taxpayers' registry  
under number 02.808.708/0001-07 ("AmBev").                            

A. RECITALS                                                                     

I.   LH1, LH2, SH and TH are each hereinafter referred to as "Holding" or as    
"Party".                                                              

II.  JPL, MHT and CAS are each hereinafter referred to as "Intervening Party".  

III. S-Braco, Braco, Ecap and AmBev are each hereinafter referred to as         
"Acknowledging Party".                                                

IV.  Each direct descendent of JPL, MHT and CAS (e.g. children, grandchildren   
etc.) is hereinafter referred to as "Family Member".                  

V.   LH1 and LH2 are companies controlled by JPL; SH is a company controlled    
by CAS; TH is a company controlled by MHT.                            

EX-99.C 3rd Page of 28 TOC 1st Previous Next ↓Bottom Just 3rd
                                                                           3

VI.  The Holdings, in conjunction, directly control S-Braco, which, in turn,    
directly controls Braco. Braco directly, and indirectly through its   
   subsidiary ECAP, holds a significant block of common and preferred shares
in AmBev.                                                             

VII. In this Shareholders' Voting Rights Agreement and Other Covenants (the     
  "Shareholders' Voting Rights Agreement"), any reference in the plural of
   a defined term which was originally expressed in the singular, as well as
any reference in the singular of a defined term which was originally  
 expressed in the plural, signifies only a quantitative modification and
   shall not be deemed to cause any change regarding the subject represented
by the respective defined term.                                       

B.   CAPITAL STRUCTURE OF S-BRACO                                               

                                                        [Enlarge/Download Table]

S-Braco's capital structure is, as of today, as follows:                                   


                                  # Common              # Preferred       # Total of    %  
Shareholder                        Shares         %        Shares      %     Shares   Total
                                                                                           

Santa Judith                                                                               
Participacoes S.A.                384.959        25        149.621    50    534.580   29,07

Santa Irene                                                                                
Participacoes S.A.                384.959        25        149.621     0    534.580   29,07

Santa Prudencia                                                                            
Participacoes S.A.                384.959        25              0    50    384.959   20,93

Santa Estela                                                                               
Participacoes S.A.                384.959        25              0     0    384.959   20,93

Jorge Paulo                                                                                
Lemann                                  1         0              0     0          1       0

Carlos Alberto da                                                                          
Veiga Sicupira                          1         0              0     0          1       0

Marcel Hermann                                                                             
Telles                                  1         0              0     0          1       0

Paulo Alberto                                                                              
Lemann                                  1         0              0     0          1       0

  Total                         1.539.840       100        299.242   100  1.839.082     100

EX-99.C 4th Page of 28 TOC 1st Previous Next ↓Bottom Just 4th
                                                                           4

C.   AMBEV'S CONTROL                                                            

On July 1st, 1999, Fundacao Antonio e Helena Zerrenner Instituicao Nacional de  
Beneficencia ("Fundacao Zerrenner"), Braco and Ecap, as well as AmBev, JPL,     
MHT and CAS, the latter four as intervening parties, entered into a             
shareholders' agreement with respect to the voting of shares of AmBev and the   
voting by AmBev of the shares of its subsidiaries, among other matters, which   
is attached hereto as Annex 1 (the "AmBev Shareholders' Agreement").            

Now, therefore, the Parties have come to the following agreement:               

1.   Purpose of this Shareholders' Voting Rights Agreement                      

The Parties intend to enter into this Shareholders' Voting Rights Agreement in  
order to govern their rights and obligations: (i) as holders of common          
("ordinarias") and/or preferred ("preferenciais") shares issued by the Company  
and/or by its successors ("S-Braco Shares"); (ii) as direct and indirect        
holders of common and/or preferred shares issued by Braco and/or by its         
successors ("Braco Shares"); (iii) as direct and indirect holders of common     
and/or preferred shares issued by Ecap and/or by its successors ("Ecap          
Shares"); and (iv) as direct and indirect holders of common shares issued by    
AmBev and/or by its successors ("AmBev Shares").                                

For the avoidance of any doubt, this Shareholders' Voting Rights Agreement is   
not intended to, and does not, govern the Parties' rights and obligations as    
direct and/or indirect holders of any other non-voting security issued by the   
Company, Braco, Ecap or AmBev except for (a) any warrants which entitle the     
holder to subscribe for new common shares in AmBev (also included in the        
concept of AmBev Shares), (b) any and all non-voting quotas, preferred          
non-voting shares and/or other securities owned by the Parties issued by the    
Company or by any company or other type of institution controlled directly or   
indirectly by the Company, notably Braco, Ecap, AmBev and their respective      
subsidiaries and/or any successors of any of these companies or other types of  
institutions ("Controlled Companies"), which in the future may acquire voting   
rights, and (c) any other securities which entitle the holder to subscribe for  
new voting shares in the Company and/or in the Controlled Companies, which      
will be automatically included in the concept of, as the case may be, S-Braco   
Shares, Braco Shares, Ecap Shares and AmBev Shares, for the time such           
securities entitle the holder to subscribe for new voting shares in the         
Company and/or in the Controlled Companies, limited or not (e.g. as a result    
of a change in the applicable law or regulations, or of the non-payment of      
dividends, or otherwise).                                                       

Any future S-Braco Shares, Braco Shares, Ecap Shares and AmBev Shares directly  
or indirectly acquired by the Parties shall be forthwith subject to this        
Shareholders' Voting Rights Agreement.                                          

EX-99.C 5th Page of 28 TOC 1st Previous Next ↓Bottom Just 5th
                                                                           5

2.   Compliance with this Shareholders' Voting Rights Agreement                 

Each Holding (and JPL, MHT and CAS) undertakes to exercise its influence in     
the Company and in the Controlled Companies, including any voting rights        
granted by all those companies' shares or quotas, as well as to cause its       
representatives in all those companies' board of directors ("Board") or         
Executive Committee ("Diretoria") to act and vote in such manner as to be, at   
all times, in full compliance with the terms of this Shareholders' Voting       
Rights Agreement.                                                               

Each of the Intervening Parties undertakes - individually and on behalf of      
their respective successors - to use its best efforts to cause (a) each         
Holding, the Company and the Controlled Companies to comply with the            
provisions of this Shareholders' Voting Rights Agreement and (b) the            
respective legal structures of the Parties, the Company and the Controlled      
Companies to be at all times in full compliance with the principles herein      
laid down.                                                                      

3.   Representation on the Board of Directors of the Company                    

The Board of the Company shall consist of four members. Braco and Ecap shall    
not have a Board but only an Executive Committee of two to four members. Each   
block of voting shares representing 25% (twenty-five percent) of the voting     
capital stock of the Company shall entitle its owner(s), at all times, to       
designate (i) one member of the Board of the Company, (ii) one member of the    
Executive Committee of Braco, (iii) one member of the Executive Committee of    
Ecap and (iv) one member of the Board of AmBev and the respective alternate     
member.                                                                         

The Parties shall appoint a higher number of individuals to function as Board   
members of AmBev if it proves to be necessary to maintain control over AmBev's  
Board, alone or in conjunction with Fundacao Zerrenner, in any case pursuant    
to the AmBev Shareholders' Agreement.                                           

4.   Access to Information                                                      

Each Party, through the Board of Directors and/or Executive Committee member    
designated by it, shall be entitled to receive all information relating to the  
Company and to the Controlled Companies and to have access to the books and     
records of the Company and of the Controlled Companies on a reasonable basis.   

The Holdings and all Intervening Parties, as well as all Acknowledging Parties  
to this Shareholders' Voting Rights Agreement, shall keep all non-publicly      
available information strictly confidential and                                 

EX-99.C 6th Page of 28 TOC 1st Previous Next ↓Bottom Just 6th
                                                                           6

shall abstain from disclosing any such information to any third                 
parties.                                                                        

5.   Unanimity for Certain Resolutions                                          

Resolutions concerning the Company or the Controlled Companies relating to the  
following issues may only be approved by prior unanimous vote of the Parties,   
directly or through their appointed representatives pursuant to this            
Shareholders' Voting Rights Agreement. For such purpose, any of the Parties     
may call a meeting of the representatives of the other Parties ("Previous       
Meeting"), to be held no later than two business days prior to any executive    
committee meeting, board meeting, quotaholders' meeting, amendment to articles  
of association, shareholders' meeting and/or any other type of meeting          
(including, without limitation, previous meetings in relation to any            
Controlled Company), as the case may be, in which any of the following issues   
is or may become part of the agenda, in order to determine the uniform vote to  
be cast by all of the Parties, directly or through their appointed              
representatives, as the case may be, at said executive committee meetings,      
board meetings, quotaholders' meetings, amendments to articles of association,  
shareholders' meetings or other types of meetings. The Previous Meeting shall   
be held, unless otherwise agreed by the Parties, at the head office of the      
Company and shall be called by written notice no later than three business      
days before (x) the date scheduled for the Previous Meeting or (y) the date     
scheduled for the previous meeting provided in the AmBev Shareholders'          
Agreement, whichever comes first. If any of the Parties is absent from the      
Previous Meeting or abstains from voting, it shall be deemed to vote against    
the adoption of the resolution. Each of the Holdings undertakes to abide by     
the result of the Previous Meeting and to cause such result to be implemented   
at executive committee meetings, board meetings, quotaholders meetings,         
amendments to articles of association and shareholders' meetings of the         
Company and/or of any of the Controlled Companies, as the case may be. In       
order to avoid unnecessary holding of meetings, if (i) a Previous Meeting is    
required under this Section5 to consider any matter that is also a matter for   
which a previous meeting must be held in respect of any one or more Controlled  
Companies, (ii) the decision taken on the matter at the Previous Meeting will   
necessarily determine the decision to be taken at the Controlled Company        
previous meeting(s), by virtue of the shareholdings of the Company and (iii)    
the participants in the Previous Meeting and the Controlled Company previous    
meeting(s) are the same or have all been appointed, directly or indirectly, by  
the Parties or the Company, a single meeting shall be held and the decision     
taken at the Previous Meeting on the matter shall be deemed to have been        
adopted at the Controlled Company previous meeting(s) as well.                  

The following matters are covered by this Section 5:                            

 (a) Change of the corporate purpose of the Company and/or of any of the
Controlled Companies (except and to the extent required by law);      

EX-99.C 7th Page of 28 TOC 1st Previous Next ↓Bottom Just 7th
                                                                           7

   (b) The performance of any act or omission that causes an increase in the
  number of activities effectively carried out by AmBev, by any company or
other type of institution that is directly or indirectly controlled by
 AmBev, or the successors of any of them ("AmBev Controlled Companies"),
to include any operational activity other than the production,        
distribution and sale of beer, soft drinks, mineral water, other      
beverages and other related activities, even if such other operational
 activities are described in the By-laws of AmBev (a portion of which is
 attached hereto as Annex 2) and/or in the AmBev Shareholders' Agreement
as forming part of their corporate purpose;                           

  (c) Authorization for acquisition of shares issued by the Company and/or
 by any of the Controlled Companies, to be held in treasury or canceled,
as well as authorization for the subsequent disposition of shares     
eventually held in treasury;                                          

   (d) The performance of any act or omission, including (i) the alienation,
   assignment, transfer, encumbrance or disposition, by any means, of shares
or quotas in the Controlled Companies, except for 1 (one) qualifying  
share to the board members or representatives of any of the Controlled
Companies, if necessary; (ii) the alienation, assignment, waiver,     
transfer, encumbrance or disposition, by any means, of rights to      
 subscribe for or acquire shares or quotas in any Controlled Company; or
 (iii) mergers, amalgamations, split-ups, spin-offs or any other form of
corporate restructuring involving any of the Controlled Companies that
may result in the loss by the Company of direct or indirect control,  
   alone or together with Fundacao Zerrenner, over AmBev or any of the AmBev
Controlled Companies;                                                 

  (e) Amalgamation, split-up or spin-off of the Company, merger of another
company or a portion of the assets and liabilities of another company 
into the Company or merger of the Company into any other company;     

 (f) Nomination of the chief executive officer of AmBev, if the proposed
  individual has not acted in the past as an officer of AmBev for a period
of at least 5 (five) years;                                           

  (g) Alienation, assignment, transfer, encumbrance or disposition, by any
means, of proprietary rights in any of AmBev's and/or any of AmBev    
Controlled Companies' brands (including licenses to use such brands); 

(h) Approval of the policy for variable remuneration for employees and
  managers of the Company and/or of any of the Controlled Companies and/or
changes in such policy (including stock option plans);                

EX-99.C 8th Page of 28 TOC 1st Previous Next ↓Bottom Just 8th
                                                                           8

  (i) Change in the following policies of the Company and/or of any of the
Controlled Companies:                                                 

      (A)  as to the Company, Braco and Ecap, they shall distribute 100%
         (one hundred percent) of any proceeds received, directly or
indirectly, from AmBev after:                     

(i) deducting its operational expenses;         

          (ii) provisions for contingencies, tax and other liabilities
        and/or legally required reserves have been made;

  (iii) the respective company's outstanding and payable
                financial obligations for the following fiscal year have
      been funded (i.e. through a cash reserve); and

             (iv) 20% (twenty percent) of the cash available after expenses,
                provisions and debt according to (i) through (iii) above
           has been used in order to create an additional cash
             reserve; provided, however, that such additional cash
             reserve shall not exceed an amount equal to twice the
               average of the total amount of dividends distributed by
                 the respective company in the 3 (three) years immediately
             preceding calculation and shall be used to provide an
              exceptional dividend for years in which the respective
  company has not had a positive net income.

      (B)  as to AmBev, AmBev shall pursue a dividend policy appropriate
       for a publicly listed corporation which shall include the
           distribution of a minimum dividend of 27.5% (twenty-seven and
   one-half percent) of the preceding year's net income.

  (j) Liquidation, dissolution, filing for bankruptcy or concordata of the
Company and/or of any of the Controlled Companies;                    

  (k) Change in the by-laws of the Company and/or of any of the Controlled
   Companies with respect to (i) any provisions that determine the manner of
nominating the representatives of the Company and/or of any of the    
  Controlled Companies at previous meetings, board of directors' meetings,
shareholders' meetings, quotaholders' meetings and/or in amendments to
  articles of association, of their respective controlled companies and/or
  successors of their controlled companies, as well as in any act executed
by the Company and/or by any of the                                   

EX-99.C 9th Page of 28 TOC 1st Previous Next ↓Bottom Just 9th
                                                                           9

Controlled Companies in their capacity as partner, shareholder,       
   quotaholder, consortium member or holder of any participation or economic
or institutional interest in other companies, institutions or         
   undertakings, (ii) any provisions related to majorities, attributions and
 other matters that affect the procedures for determining the vote to be
cast by the Company and/or by any of the Controlled Companies, or by  
their respective representatives, at previous meetings, board of      
directors' meetings, shareholders' meetings, quotaholders' meetings   
and/or amendments to articles of association of their respective      
  controlled companies and/or successors of their controlled companies, as
well as in any act executed by the Company and/or by any of the       
Controlled Companies in their capacity as partner, shareholder,       
   quotaholder, consortium member or holder of any participation or economic
or institutional interest in other companies, institutions or         
undertakings and (iii) any other provisions that have, as a direct or 
indirect consequence, the effects referred to in (i) and (ii) above;  

(l) Change in the term of duration of the Company and/or of any of the
Controlled Companies;                                                 

(m) Creation or issue of securities that (i) are convertible or       
exchangeable into shares, quotas or other securities in the Company   
and/or in any of the Controlled Companies, or(ii) confer the right to 
subscribe for such shares, quotas or other securities;                

  (n) Change in the structure of corporate bodies of the Company and/or of
any of the Controlled Companies, including any change in the number of
members of the Executive Committee (Diretoria) and the Board of       
Directors, if a Board of Directors exists;                            

(o) Capital reduction of the Company and/or of any of the Controlled  
Companies, provided that a reduction to set off any accumulated losses
shall be deemed not to be a capital reduction;                        

(p) Listing or delisting the Company and/or any of the Controlled     
Companies for public trading of shares with the Brazilian Securities  
Exchange Commission ("Comissao de Valores Mobiliarios") or any other  
similar agency;                                                       

(q) Acquisition, alienation, assignment, transfer, encumbrance or     
  disposition of real estate, for any reason, by the Company and/or by any
of the Controlled Companies, as well as any grant, by any of such     
  entities, of security or guarantees of any nature for their own or third
parties' obligations in any amount, including without limitation, the 
grant of personal guarantees such as aval and fianca;                 

EX-99.C 10th Page of 28 TOC 1st Previous Next ↓Bottom Just 10th
                                                                          10

  (r) Assumption of any financings or loans, or any other transaction that
results in the creation of indebtedness in any amount for the Company 
and/or for any of the Controlled Companies;                           

(s) The entering into, change to, or termination of, any contract,    
  agreement or transaction of any nature related to the Company and/or any
of the Controlled Companies that, in a single transaction or series of
  related transactions carried out over a period of 12 (twelve) successive
  months, involves a total amount greater than 1% (one percent) of the net
worth of the entity in question;                                      

(t) The entering into, change to, or termination of, any contract,    
  agreement or transaction of any nature between the Company, on one side,
and, on the other, (i) any of the Controlled Companies; or (ii) any   
company(ies), other type(s) of institution or individual(s) that,     
 directly or indirectly, control(s) the Company; or (iii) any company or
other type of institution that is directly or indirectly controlled by
   the same company(ies), other type(s) of institution or individual(s) that
   control(s) the Company; or (iv) any family member(s) of individual(s) who
control(s) the Company, or any company(ies) or other type(s) of       
institutios) controlled, directly or indirectly, by such family       
member(s).                                                            

(u) The entering into, change to, or termination of, any contract,    
agreement or transaction of any nature between any of the Controlled  
  Companies, on one side, and, on the other, (i) any company or other type
of institution that is directly or indirectly controlled by the       
Controlled Company in question; or (ii) any company or other type of  
 institution that directly or indirectly controls or participates in the
control of the Controlled Company in question; or (iii) any company or
other type of institution that is directly or indirectly controlled by
   the same company(ies) and/or other type(s) of institution that control(s)
the Controlled Company in question;                                   

   (v) Nomination of the Officer(s) or representative(s) who shall represent
 the Company and/or any of the Controlled Companies (i) at shareholder's
  meetings, quotaholder's meetings and/or in amendments to the articles of
association of any of its respective controlled companies and/or the  
   successors of such controlled companies, as well as (ii) in any other act
or instrument executed by the Company and/or by any of the Controlled 
Companies in their capacity as partner, shareholder, quotaholder,     
consortium member or holder of any participation or economic or       
  institutional interest in other companies, institutions or undertakings;

EX-99.C 11th Page of 28 TOC 1st Previous Next ↓Bottom Just 11th
                                                                          11

(w) Participation by the Company and/or by any of the Controlled      
Companies in other new or existing companies, institutions or         
 undertakings in Brazil or abroad, as partner, shareholder, quotaholder,
consortium member or holder of any participation or economic or       
institutional interest, including participation in shareholders'      
agreements, quotaholders' agreements, consortia, joint ventures,      
investment agreements or any other type of agreement of association   
and/or institutional participation;                                   

(x) any extension or any kind of modification to the term of the AmBev
Shareholders' Agreement;                                              

   (y) the exercise, failure to exercise, waiver or performance of any other
act or omission in respect of the right of first refusal and/or the   
   purchase and sale option related to AmBev shares (according to Clauses VI
and VII of the AmBev Shareholders' Agreement); and                    

   (z) without prejudice to any of the matters listed above, any decision in
 respect of any of the matters listed in article 136 of Law nr. 6.404/76
  in relation to the Company and/or to any of the Controlled Companies, as
  well as any transaction that may give the shareholders of such companies
the right to exercise appraisal rights (direito de recesso) within the
terms of applicable legislation.                                      

6.   Deadlocks                                                                  

In the event of a deadlock relating to this Shareholders' Voting Rights         
Agreement (excluding resolutions to be taken by unanimous vote under Section 5  
above in relation to which this Section shall not apply and a dissenting vote   
shall prevent the adoption of the resolution as provided in such Section 5),    
JPL, CAS or MHT, as the controlling shareholders of the Holdings, shall have a  
binding personal casting vote in order to resolve the deadlock immediately.     
The casting vote shall be exercised in turns by each of JPL, CAS and MHT by     
order of the most senior individual alive (i.e. the first casting voteshall be  
exercised by JPL, the second by CAS, the third by MHT, the fourth by JPL,       
etc). Such right shall terminate upon the 75th (seventy-fifth) birthday of      
JPL, CAS or MHT, respectively. Such right shall not be transmitted to any       
successor by inheritance or otherwise and shall remain in effect so long as at  
least one of JPL, CAS and MHT are alive and less than 75 (seventy-five) years   
of age.                                                                         

EX-99.C 12th Page of 28 TOC 1st Previous Next ↓Bottom Just 12th
                                                                          12

Issues that are resolved by the exercise of this deadlock provision may only    
be brought again for resolution pursuant to this Section after a period of 2    
(two) years.                                                                    

7.   Holding and Purchase of Shares                                             

Each Party (and JPL, CAS and MHT) covenant and agree and shall procure and      
ensure that:                                                                    

   a)   JPL, MHT and CAS and their respective Family Members shall not hold,
    directly or indirectly, any S-Braco Shares, Braco Shares or Ecap
   Shares other than through their respective Holdings (except for
qualifying shares required for board members).              

b)   The Parties (and JPL, CAS and MHT and their respective Family    
     Members) shall not hold, directly or indirectly, any AmBev Shares
        other than through the Company, Braco and Ecap, except for one AmBev
    Share which may be required for the Parties' representatives and
  transferred to them on a fiduciary basis for the Parties to be
    represented at the Board of AmBev (provided that preferably this
qualifying share shall be a non-voting share).              

  c)   The Company shall have an irrevocable and evergreen purchase option
 ("call option") over any current and future AmBev Shares held
    directly or indirectly, other than through the Company, Braco or
  Ecap, by any of the Parties (or by JPL, CAS and MHT) or by any
        Family Member or by a legal entity controlled by one or several such
     parties. The exercise price of the call option, in cash, shall be
  the higher of either (i) the market value at the time the call
option is exercised or (ii) the actual price paid for the   
       acquisition of such AmBev Shares by the respective holder, adjusted
   for inflation according to the IGP-M (Indice Geral de Precos de
      Mercado) rate, or such other index as may replace it, applied on a
      pro rata temporis basis. Furthermore, the parties against whom the
     Company has a call option shall immediately inform the Company of
     any AmBev Shares held directly or indirectly and offer such AmBev
Shares to the Company for purchase.                         

  d)   The Parties (and JPL, CAS and MHT) hereby irrevocably assign to the
      Company any current and future rights to purchase or subscribe for
        any Braco Shares, ECAP Shares or AmBev Shares offered thereto by any
other shareholder of AmBev, Braco or Ecap.                  

8.   No Pledging of Shares etc.                                                 

(a) The Parties shall not in any way give in fiduciary disposition (alienacao   
fiduciaria), pledge or otherwise encumber to any third party, including         
without limitation the Parties, or otherwise dispose of AmBev Shares, Ecap      
Shares, Braco Shares, S-Braco Shares or of shares/quotas in the                 

EX-99.C 13th Page of 28 TOC 1st Previous Next ↓Bottom Just 13th
                                                                          13

Controlled Companies, as security for the obligations of third parties or       
under any other arrangement that could result, legally or economically, in the  
transfer of ownership of or control resulting from such shares/quotas to any    
third party.                                                                    

(b) The Parties shall not grant any usufruto or fideicomisso over the AmBev     
Shares, Braco Shares, Ecap Shares, S-Braco Shares, or over the Controlled       
Companies' shares or quotas.                                                    

(c) The by-laws of each of the Company and the Controlled Companies shall       
provide for a duty of the officers and the Company itself as well as the        
Controlled Companies to abstain from registering any transaction against the    
provisions of this Section.                                                     

9.   Legal Successors of the Parties Hereto                                     

This Shareholders' Voting Rights Agreement shall not be terminated upon death   
of any individual who is a party or intervening hereto; rather, the rights and  
obligations of JPL, CAS and MHT under this Shareholders' Voting Rights          
Agreement, except for the rights to cast a binding vote pursuant to Section 6,  
shall be binding upon and benefit their respective Family Members. Any other    
legal successor of JPL, CAS or MHT or of the Family Members or any other third  
party which may, without violation of the terms of this Shareholders' Voting    
Rights Agreement, receive, directly or indirectly, the S-Braco's or its         
successors' shares or quotas by operation of law or by last will (legacies by   
testament), shall not benefit from the terms hereof, unless the remaining       
Parties shall decide by simple majority whether or not the respective legal     
successor or third party shall effectively become a party to this               
Shareholders' Voting Rights Agreement. In this case, the respective legal       
successor or third party shall declare in writing, prior to the transfer of     
S-Braco's or its successors' shares, that he(she) irrevocably and               
unconditionally agrees to be bound by all obligations contained in this         
Shareholders' Voting Rights Agreement and that he(she) shall comply with all    
the terms of this Shareholders' Voting Rights Agreement.                        

10.  Conciliation Procedure                                                     

If a dispute arises in connection with this Shareholders' Voting Rights         
Agreement (and without prejudice to the deadlock procedure provided in Section  
6), any Party may invoke the conciliation procedure set forth below by          
providing written demand for resolution to the other Parties describing the     
nature of such dispute in reasonable detail, provided that the conciliation     
procedure may not be invoked to overrule or change the vote of any of the       
Parties in relation to any matter subject to the unanimous vote provision of    
Section 5 above.                                                                

EX-99.C 14th Page of 28 TOC 1st Previous Next ↓Bottom Just 14th
                                                                          14

A meeting of the senior management of the Parties shall be scheduled to         
attempt to resolve such disagreements within 20 (twenty) days as of the         
receipt of the demand for resolution. At such meeting, the Parties shall        
conduct friendly deliberations with the goal of resolving the dispute. This     
meeting shall be held in the head offices of the Company.                       

If the dispute is not resolved within 30 (thirty) days as of the date of the    
first meeting of the Parties, the Parties shall jointly nominate an             
independent and neutral mediator who shall submit, within 30 (thirty) days, a   
non-binding proposal to resolve the dispute.                                    

The Parties acknowledge that refusal to participate in the conciliation         
procedure described above may be construed as evidence of bad faith in          
connection with the dispute at issue.                                           

11.  Governing Law                                                              

This Shareholders' Voting Rights Agreement shall be construed in accordance     
with and governed by the laws of the Federative Republic of Brazil, without     
giving effect to any choice of law or conflict of law rules or provisions       
(whether of the Federative Republic of Brazil or any other jurisdiction) that   
would cause the application of the laws of any other jurisdiction other than    
those of the Federative Republic of Brazil.                                     

12.  Arbitration                                                                

Any dispute arising under this Shareholders' Voting Rights Agreement among the  
Parties hereto or related thereto and not settled in accordance with the        
conciliation procedure set forth in Section 10 shall be finally settled by      
arbitration, provided that this reference to arbitration shall not be           
understood as a limitation to the use of deadlock resolution procedure set      
forth in Section 6 hereof or in order to review, overrule or change the vote    
of any of the Parties in relation to any matter subject to the unanimous vote   
provision of Section 5 above. All disputes arising under the terms of or in     
connection with this Shareholders' Voting Rights Agreement shall be resolved    
exclusively as follows: first, the Conciliation Procedure set forth in Section  
10 shall be carried out. If the disagreements cannot be resolved by the         
Conciliation Procedure within 90 (ninety) days from the date any Party made a   
written demand for resolution, a binding arbitration shall be held. The Rules   
of Arbitration of the International Chamber of Commerce ("ICC"), as amended     
from time to time, shall apply in any arbitration held pursuant to this         
Shareholders' Voting Rights Agreement, except to the extent that the said       
rules have been expressly modified by this Shareholders' Voting Rights          
Agreement. The proceedings shall be held in Zurich in the English language,     
administered by the ICC. As a minimum set of rules in the arbitration the       
Parties agree as follows:                                                       

EX-99.C 15th Page of 28 TOC 1st Previous Next ↓Bottom Just 15th
                                                                          15

1.   The arbitration shall be held by a single arbitrator mutually    
      acceptable to all parties. If the parties cannot agree on a single
       arbitrator within 30 (thirty) days from the date written demand for
       arbitration is made, three arbitrators shall be appointed according
        to the Rules of Arbitration of the ICC, as amended from time to time
(including without limitation the multi-party arbitration   
       provisions). The plaintiff party (or parties), on the one hand, and
   the defendant party (or parties), on the other hand, shall each
   appoint one arbitrator. If either party fails so to appoint its
        arbitrator, then the arbitrator for such party shall be appointed by
        the ICC. The first two arbitrators appointed in accordance with this
provision shall appoint a third arbitrator. If the first two
     arbitrators appointed fail to appoint a third arbitrator then the
      ICC shall appoint the third arbitrator. The third arbitrator shall
act as a chair of the tribunal. The arbitrators shall be    
      knowledgeable regarding international business transactions and no
      arbitrator shall be domiciled or resident in Brazil or admitted to
the Bar (Ordem dos Advogados do Brasil) in Brazil.          

   2.   The parties shall equally bear the costs and fees of the arbitration
    and each party shall bear its own legal expenses incurred in the
       conduct of the arbitration, unless the arbitral decision holds that
      one of the parties is liable to pay expenses incurred by the other
 party in the conduct of the arbitration, including reasonable
    attorneys' fees, costs and other expenses in connection with the
damages for which the party is found liable.                

3.   Any award shall be final and binding, and shall not be subject to
     appeal or review in any forum. Each party agrees to submit to the
  jurisdiction of state and federal courts located in Sao Paulo,
       Brazil for purposes of the enforcement of any such decision, award,
order or judgment.                                          

4.   Any arbitration proceeding hereunder shall be conducted on a     
confidential basis.                                         

   5.   The duty of the parties to arbitrate any dispute within the scope of
this Shareholders' Voting Rights Agreement shall survive the
 expiration or termination of this Shareholders' Voting Rights
    Agreement for any reason. The discretion of the arbitrator(s) in
    setting out the terms of his(their) decision shall be limited as
       stated in this Section and shall include money damages and specific
    performance under the express terms of this Shareholders' Voting
Rights Agreement.                                           

13.  Term and Termination                                                       

This Shareholders' Voting Rights Agreement is in force and effect as of the     
date of its execution and shall continue to be in force and effect for the      
term of corporate existence of the Company or its legal successor, or for 99    
(ninety-nine) years, whichever comes first.                                     

EX-99.C 16th Page of 28 TOC 1st Previous Next ↓Bottom Just 16th
                                                                          16

Upon completion of the transfer of all of S-Braco Shares by any of the          
Parties, such transferring Party shall immediately be excluded from this        
Shareholders' Voting Rights Agreement, which shall immediately terminate in     
relation to such transferring Party, except for the provisions set forth in     
Section 12 and in Section 15(c) below which shall survive the termination for   
any reason of this Shareholders' Voting Rights Agreement.                       

14.  Intervening Parties                                                        

The Intervening Parties JPL, CAS and MHT execute this Shareholders' Voting      
Rights Agreement, in their capacity as controlling shareholders of the          
Parties, for the purpose of manifesting their consent to the obligations        
expressly assumed by them and the rights expressly conferred upon them under    
this Shareholders' Voting Rights Agreement.                                     

15.  Final Provisions                                                           

(a) AmBev Shareholders' Agreement. The terms and conditions of this             
Shareholders' Voting Rights Agreement are subordinated to and subject to any    
rights granted to other parties of the AmBev Shareholders' Agreement.           

(b) Severability. The provisions of this Shareholders' Voting Rights Agreement  
are several and the unenforceability of any provision of this Shareholders'     
Voting Rights Agreement shall not affect the enforceability of any other        
provision hereof. In addition, in the event any provision of this               
Shareholders' Voting Rights Agreement (or a portion thereof) is determined to   
be unenforceable by an arbitral award obtained pursuant to Section 12 or by a   
court of competent jurisdiction, it is the mutual agreement of the Parties      
that such provision shall be construed in a manner designed to reach the        
purpose of such unenforceable provision to the maximum extent enforceable       
under applicable law. If such construction is not possible, the parties         
undertake, to the extent reasonably possible, to modify such provision (or a    
portion thereof) in order to implement its purposes as fully as possible.       

(c) Entire Agreement. This Shareholders' Voting Rights Agreement and the other  
writings referred to herein or delivered pursuant hereto contain the entire     
agreement among the Parties hereto with respect to the subject matter hereof    
and supersede all prior and contemporaneous agreements and understandings with  
respect thereto, all of which are hereby automatically terminated in their      
entirety and of no further force or effect without any action by the parties    
thereto.                                                                        

(d) Confidentiality. The Parties agree to keep the existence of this            
Shareholders' Voting Rights Agreement and all of its terms and conditions       
strictly confidential and not to disclose this                                  

EX-99.C 17th Page of 28 TOC 1st Previous Next ↓Bottom Just 17th
                                                                          17

Shareholders' Voting Rights Agreement and its terms and conditions to any       
third parties, unless (i) compelled to do so by force of law and to the extent  
such disclosure is strictly necessary under applicable law or (ii) to any       
prospective investor and to the binding effect in relation to any new           
shareholder, pursuant to Section 9.                                             

(e) Registration. This Shareholders' Voting Rights Agreement will be filed      
with the Company, pursuant to article 118 of the Brazilian Corporate Law and    
each share registration shall include a legend substantially as follows: "The   
shares referred to in this registration and the exercise of voting rights are   
subject to a Shareholders' Voting Rights Agreement dated as of August 30,       
2002.                                                                           

(f) Specific Performance. This Shareholders' Voting Rights Agreement shall      
have specific performance pursuant to article 118 of Law no. 6,404/76, as       
amended from time to time, and to articles 461, 639 and following of the Code   
of Civil Procedure. The arbitral award provided for in Section 12 shall also    
have specific performance.                                                      

(g) Amendments, Waivers. No failure or delay on the part of any party in        
exercising any right, power or privilege hereunder shall operate as a waiver    
thereof except as explicitly provided herein, nor shall any single or partial   
exercise thereof preclude any other or further exercise thereof or the          
exercise of any other right, power or privilege. The rights and remedies        
herein provided shall be cumulative and not exclusive of any rights or          
remedies provided by law. Any provision of this Shareholders' Voting Rights     
Agreement may be amended or waived if, but only if, such amendment or waiver    
is in writing and is signed, in the case of an amendment, by each party to      
this Shareholders' Voting Rights Agreement, or in the case of a waiver, by the  
party against whom the waiver is to be effective. Any amendment to this         
Shareholders' Voting Rights Agreement shall only be valid if dated subsequent   
to the date of execution of this Shareholders' Voting Rights Agreement.         

(h) Language: In case of inconsistencies between the English version and the    
Portuguese version of this Shareholders' Voting Rights Agreement, the English   
version shall prevail.                                                          

(i) Notices: All notices, requests, claims, demands and other communications    
hereunder shall be in writing and shall be deemed to have been duly given when  
delivered in person or by facsimile transmission (confirmed by the sender by    
mail) to the respective parties as follows:                                     

EX-99.C 18th Page of 28 TOC 1st Previous Next ↓Bottom Just 18th
                                                                          18

If to Santa Judith Participacoes S.A.:                        

Av. Brigadeiro Faria Lima no. 3729 - 7o andar (parte)         
Sao Paulo - SP                                                
Brasil - CEP: 04538-905                                       
Fax: 011-3049-5559                                            

Att: Sr. Jorge Paulo Lemann                                   

If to Santa Irene Participacoes S.A.:                         

Av. Brigadeiro Faria Lima no. 3729 - 7o andar (parte)         
Sao Paulo - SP                                                
Brasil - CEP: 04538-905                                       
Fax: 011-3049-5559                                            

Att.: Sr. Jorge Paulo Lemann                                  

If to Santa Prudencia Participacoes S.A.:                     

Av. Brigadeiro Faria Lima no. 3729 - 7o andar (parte)         
Sao Paulo - SP                                                
Brasil - CEP: 04538-905                                       
Fax: 011-3049-5559                                            

Att.: Sr. Marcel Herrmann Telles                              

If to Santa Estela Participacoes S.A.:                        

Av. Brigadeiro Faria Lima no. 3729 - 7o andar (parte)         
Sao Paulo - SP                                                
Brasil - CEP: 04538-905                                       
Fax: 011-3049-5559                                            

Att.: Sr. Carlos Alberto da Veiga Sicupira                    

If to Jorge Paulo Leman:                                      

Av. Brigadeiro Faria Lima no. 3729 - 7o andar (parte)         
Sao Paulo - SP                                                
Brasil - CEP: 04538-905                                       
Fax: 011-3049-5559                                            

EX-99.C 19th Page of 28 TOC 1st Previous Next ↓Bottom Just 19th
                                                                          19

If to Carlos Alberto da Veiga Sicupira:                       

Av. Brigadeiro Faria Lima no. 3729 - 7o andar (parte)         
Sao Paulo - SP                                                
Brasil - CEP: 04538-905                                       
Fax: 011-3049-5559                                            

If to Marcel Herrmann Telles:                                 

Av. Brigadeiro Faria Lima no. 3729 - 7o andar (parte)         
Sao Paulo - SP                                                
Brasil - CEP: 04538-905                                       
Fax: 011-3049-5559                                            

      or to such other address as the person to whom notice is given may
       have previously furnished to the other in writing in the manner set
       forth above (provided that notice of any change of address shall be
effective only upon receipt thereof).                       

IN WITNESS WHEREOF, the Parties hereto have executed this Shareholders' Voting  
Rights Agreement as of August 30, 2002.                                         

Signatures:                                                                     

Santa Judith Participacoes S.A.                                                 
                                /s/ Jorge Paulo Lemann
                                     -----------------------------------

Santa Prudencia Participacoes S.A.          /s/ Marcel Herrman Telles           
                                     -----------------------------------

Santa Irene Participacoes S.A.              /s/ Jorge Paulo Lemann              
                                     -----------------------------------

EX-99.C 20th Page of 28 TOC 1st Previous Next ↓Bottom Just 20th
                                                                          20

                                                        [Enlarge/Download Table]


SECOND SIGNATURE PAGE OF THE S-BRACO PARTICIPACOES S.A. SHAREHOLDERS' VOTING                                                  
RIGHTS AGREEMENT AND OTHER COVENANTS, DATED AS OF AUGUST 30, 2002.                                                            
                                                                                                                              
Santa Estela Participacoes S.A.                 /s/ Carlos Alberto da Veiga Sicupira                                          
                                             ---------------------------------------                                          

Jorge Paulo Lemann                              /s/ Jorge Paulo Lemann                                                        
                                             ---------------------------------------                                          

Carlos Alberto da Veiga Sicupira                /s/ Carlos Alberto da Veiga Sicupira                                          
                                             ---------------------------------------                                          

Marcel Herrmann Telles                          /s/ Marcel Herrmann Telles                                                    
                                             ---------------------------------------                                          

Agreed and accepted:                                                                                                          
S-BRACO Participacoes S.A.                                                                                                    
                                                /s/ Jorge Paulo Lemann                    /s/ Roberto Moses Thompson Motta    
                                             ---------------------------------------   ---------------------------------------

Braco S.A.                                      /s/ Jorge Paulo Lemann                    /s/ Roberto Moses Thompson Motta    
                                             ---------------------------------------   ---------------------------------------

Empresa de Administracao e Participacoes S.A.                                                                                 
                                                /s/ Jorge Paulo Lemann                    /s/ Roberto Moses Thompson Motta    
                                             ---------------------------------------   ---------------------------------------

Companhia de Bebidas das Americas - AmBev                                                                                     
                                                /s/ Luis Felipe Pedreira Dutra Leite      /s/ Carlos Alves de Brito           
                                             ---------------------------------------   ---------------------------------------

Witness:                                     Witness:                                                                         

    /s/ Marcio Aparecido Alves Correa            /s/ Tatiana Buzalaf de Andrade e Silva                                       
-------------------------------------         -----------------------------------------                                       
Name:   Marcio Aparecido Alves Correa        Name:   Tatiana Buzalaf de Andrade e Silva                                       
ID No.: R.G.14.114.166                       ID No.: R.G.6.122.637-0 SSP/PR                                                   

EX-99.C 21st Page of 28 TOC 1st Previous Next ↓Bottom Just 21st
                                                                          21

List of Annexes:                                                                

Annex 1: AmBev Shareholders' Agreement (incorporated by reference to Exhibit A  
to Amendment No. 1 to Schedule 13D relating to AmBev, filed on October 27,      
2000 by Fundacao Antonio e Helena Zerrenner Instituicao Nacional de             
Beneficencia, Braco and Ecap).                                                  

Annex 2: Provisions of the by-laws of AmBev related to is corporate purpose.    

Annex 3: Joinder Agreement                                                      

EX-99.C 22nd Page of 28 TOC 1st Previous Next ↓Bottom Just 22nd
                                                                          22

Annex 2 - AmBev By-Laws 

The objective of the Company shall be, either directly or through               
participation in other business associations:                                   

a)   to produce and commercialize beer, concentrates, soft drinks, and
other beverages;                                            

b)   to produce and commercialize raw materials necessary for the     
   manufacture of beverages and their by-products, including malt,
barley, ice, carbon gas, as well as apparatuses, machines,  
  equipment, and all else necessary or useful for the activities
listed in item "a" above;                                   

c)   to package and handle any of its products, or those of third     
parties;                                                    

  d)   to cultivate and fund agricultural activities for the production of
  cereals and fruits that constitute raw material for use in the
        manufacturing activities of the Company, as well as in other sectors
  demanding a maximum dynamic in the exploitation of the virtual
       resources of the Brazilian soil, mainly as regards food and health;

e)   to process, purge, engage in other phytosanitary services, and   
    manufacture the products resulting from the activities listed in
       item "d" above, be it to service the needs of its own manufacturing
   process, or be it for the commercialization of its by-products;

f)   to advertise its products and those of third parties and to      
commercialize promotion and advertising material;           

  g)   to render technical, marketing, and management assistance services,
       as well as other assistance services related directly or indirectly
toe the main activities of the Company;                     

h)   to import all that is necessary for its manufacturing and        
commercialization process;                                  

i)   to export is products;                                           

j)   to operate, either directly and indirectly, bars, restaurants,   
luncheonettes and the like; and                             

k)   to contract the sale and/or distribution of its products and of  
       those of its controlled companies, either directly or through third
     parties, to use whatever means of transportation are necessary to
      distribute its products, by-products and accessories, and to adopt
   any system or directive that, at the discretion of the Board of
Directors, is conducive to the intended objectives.         

EX-99.C 23rd Page of 28 TOC 1st Previous Next ↓Bottom Just 23rd
                                                                          23

Sole Paragraph - In addition to the stipulations contained            
in the heading of this Article, the Company may participate in or               
become associated with other business associations, whether                     
commercial or civil, as a partner, shareholder or quota holder,                 
in the country or abroad.                                                       

EX-99.C 24th Page of 28 TOC 1st Previous Next ↓Bottom Just 24th
                                                                          24

Annex 3 
Instrument of Adherence to the Companhia de Bedidas da Americas - AmBev 
Shareholders' Agreement   

Entered into by and between:                                          

 1. Santa Judith Participacoes S.A. (formerly 312 Participacoes S.A.), a
  corporation duly incorporated and validly existing under the laws of the
Federative Republic of Brazil, with its head office at Av. Brigadeiro 
Faria Lima no. 3729, 7th floor (part), in the City and State of Sao   
Paulo, enrolled in the taxpayers' register (CNPJ) under no.           
03.970.207/0001-87 ("LH1");                                           

2. Santa Irene Participacoes S.A. (formerly 323 Participacoes S.A.), a
  corporation duly incorporated and validly existing under the laws of the
Federative Republic of Brazil, with its head office at Av. Brigadeiro 
Faria Lima no. 3729, 7th floor (part), in the City and State of Sao   
Paulo, enrolled in the taxpayers' register (CNPJ) under no.           
04.001.357/0001-45 ("LH2");                                           

 3. Santa Estela Participacoes S.A. (formerly 328 Participacoes S.A.), a
  corporation duly incorporated and validly existing under the laws of the
Federative Republic of Brazil, with its head office at Av. Brigadeiro 
Faria Lima no. 3729, 7th floor (part), in the City and State of Sao   
Paulo, enrolled in the taxpayers' register (CNPJ) under no.           
04.007.374/0001-90 ("SH");                                            

  4. Santa Prudencia Participacoes S.A. (formerly 327 Participacoes S.A.),
a corporation duly incorporated and validly existing under the laws of
   the Federative Republic of Brazil, with its head office at Av. Brigadeiro
Faria Lima no. 3729, 7th floor (part), in the City and State of Sao   
Paulo, enrolled in the taxpayers' register (CNPJ) under no.           
04.006.973/0001-99 ("TH"); and                                        

5. S-BRACO Participacoes S.A. (formerly 311 Participacoes S.A.), a    
  corporation duly incorporated and validly existing under the laws of the
Federative Republic of Brazil, with its head office at Av. Brigadeiro 
Faria Lima no. 3729, 7th floor (part), in the City and State of Sao   
Paulo, enrolled in the taxpayers' register (CNPJ) under no.           
03.980.209/0001-57 ("S-Braco"),                                       

EX-99.C 25th Page of 28 TOC 1st Previous Next ↓Bottom Just 25th
                                                                          25

LH1, LH2, SH TH and S-BRACO hereafter referred to collectively as     
"Parties" and individually as a "Party";                              

And, as consenting intervening parties ,                              

   Fundacao Antonio e Helena Zerrenner Instituicao Nacional de Beneficencia,
   with its head office in the City of Sao Paulo, State of Sao Paulo, at Rua
Vergueiro no. 17, formerly no. 1, enrolled in the taxpayers' register 
(CNPJ) under no. 60.480.480/0001-67, represented herein in accordance 
with its bylaws ("FZ"), and                                           

Companhia de Bebidas das Americas - AmBev, a corporation duly         
incorporated and validly existing under the laws of the Federative    
 Republic of Brazil, with its head office at Av. Maria Coelho Aguiar no.
  215, block F, 6th floor, in the City and State of Sao Paulo, enrolled in
the taxpayers' register (CNPJ) under no. 02.808.708/0001-07 ("AmBev").

Whereas                                                               

  I - On July 1, 1999, FZ, Braco S.A., a corporation duly incorporated and
validly existing under the laws of the Federative Republic of Brazil, 
with its head office at Av. Brigadeiro Faria Lima no. 3729, 7th floor 
(part), in the City and State of Sao Paulo, enrolled in the taxpayers'
register (CNPJ) under no. 35.756.022/0001-60 ("Braco"), and Empresa de
Administracao e Participacoes S.A. - ECAP, a corporation duly         
incorporated and validly existing under the laws of the Federative    
   Republic of Brazil, with its head office at Av. Brigadeiro Faria Lima no.
 3729, 7th floor (part), in the City and State of Sao Paulo, enrolled in
  the taxpayers' register (CNPJ) under no. 27.098.946/0001-99 ("Ecap"), in
their capacity as shareholders of AmBev, entered into a shareholders' 
agreement that deals with, among other matters, voting rights in AmBev
and AmBev's voting rights in its controlled companies ("AmBev         
Shareholders' Agreement);                                             

EX-99.C 26th Page of 28 TOC 1st Previous Next ↓Bottom Just 26th
                                                                          26

II - In addition to AmBev, there appear in the AmBev Shareholders'    
Agreement, as consenting intervening parties, Jorge Paulo Lemann,     
  Brazilian citizen, married, economist, residing in the City and State of
 Sao Paulo, holder of identity card no. 1.566.020-IFP/RJ and enrolled in
   the taxpayers' register (CPF/MF) under no. 005.392.877-68 ("JPL"), Marcel
 Herrmann Telles, Brazilian citizen, married, economist, residing in the
City and State of Sao Paulo, holder of identity card no.              
02.347.932-2-IFP/RJ and enrolled in the taxpayers' register (CPF/MF)  
under no. 235.839.087-91 ("MHT") and Carlos Alberto da Veiga Sicupira,
Brazilian citizen, married, business manager, residing in the City and
State of Sao Paulo, holder of identity card no. 1.971.453-IFP/RJ,     
enrolled in the taxpayers' register (CPF/MF) under no. 041.895.317-15 
   ("CAS"), all of whom are referred to in the AmBev Shareholders' Agreement
as "Braco Controllers" (Controladores Braco);                         

III - As FZ is aware: (i) JPL transferred his shareholding in Braco to
S-Braco and simultaneously transferred his shareholding in S-Braco in 
equal parts to LH1 and LH2; (ii) CAS transferred his shareholding in  
Braco to S-Braco and simultaneously transferred his shareholding in   
S-Braco to SH; and (iii) MHT transferred his shareholding in Braco to 
   S-Braco and simultaneously transferred his shareholding in S-Braco to TH;

IV - The transfers of JPL's, CAS's and MHT's shareholdings in Braco,  
referred to above, did not change in any respect ultimate control of  
  Braco, which continues to be exercised, indirectly, by JPL, CAS and MHT;

 V - Section 6.6.5 of the AmBev Shareholders' Agreement provides that in
the event of division between the Braco Controllers (and/or their     
 successors) of the shareholdings held by them directly or indirectly in
Braco and/or Ecap, by reason of corporate split or other form of      
 corporate reorganization, the provisions of section 6.6 to 6.6.4 of the
AmBev Shareholders' Agreement shall apply;                            

VI - Among the above-mentioned provisions, section 6.6.2 of the AmBev 
  Shareholders' Agreement establishes, as a condition to the effectiveness
of any Transfer of Shares (Alienacao de Acoes), that the Acquiror     
   (Adquirente) must first execute an instrument for the purpose of adhering
to the AmBev Shareholders' Agreement, undertaking irreversibly and    
 irrevocably to comply unconditionally with all its terms and provisions
  including, without limitation, the right of first refusal established in
Section VI of the AmBev Shareholders' Agreement;                      

EX-99.C 27th Page of 28 TOC 1st Previous Next ↓Bottom Just 27th
                                                                          27

VII - LH1, LH2, SH, TH and S-Braco wish to adhere to the AmBev        
 Shareholders' Agreement and undertake, irreversibly and irrevocably, to
comply unconditionally with all its terms and provisions including,   
  without limitation, the right of first refusal established in Section VI
of the AmBev Shareholders' Agreement,                                 

  Now therefore the Parties have entered into this Instrument of Adherence
to the AmBev Shareholders' Agreement ("Instrument of Adherence"), in  
accordance with the following provisions:                             

 1.1 - Terms defined in the AmBev Shareholders' Agreement shall have the
 same meaning in this Instrument of Adherence, without prejudice to such
other definitions as may be established herein.                       

 1.2 - By this instrument, the Parties adhere to the AmBev Shareholders'
Agreement, undertaking irreversibly and irrevocably to comply         
unconditionally with all its terms and provisions including, without  
 limitation, the right of first refusal established in Section VI of the
AmBev Shareholders' Agreement.                                        

1.3 - The consenting intervening parties execute this instrument to   
   manifest, irreversibly and irrevocably, their consent to the entire tenor
of this instrument and in particular the transfer to S-Braco of the   
shareholdings held by the Braco Controllers in Braco.                 

   And having so agreed, the parties and consenting intervening parties have
executed this instrument in 6 (six) counterparts of equal form and    
content, in the presence of the undersigned witnesses.                

Sao Paulo, August 30, 2002                                            

/s/ Jorge Paulo Lemann                  /s/ Jorge Paulo Lemann        

Santa Judith Participacoes S.A.         Santa Irene Participacoes S.A.

/s/ Carlos Alberto da Veiga Sicupira    /s/ Marcel Herrmann Telles    

    Santa Estela Participacoes S.A.         Santa Prudencia Participacoes S.A.

/s/ Jorge Paulo Lemann   /s/ Roberto Moses Thompson Motta             

S-BRACO Participacoes S.A.                                            

EX-99.C Last Page of 28 TOC 1st Previous Next ↓Bottom Just 28th
                                                                          28

Second Signature Page of the Instrument of Adherence to the Companhia de  
Bedidas da Americas - AmBev Shareholders' Agreement 

/s/ Roberto Herbster Gusmao  /s/ Victorio Carlos de Marchi            

  Fundacao Antonio e Helena Zerrenner Instituicao Nacional de Beneficencia

/s/ Marcel Herrmann Telles  /s/ Luis Felipe Pedreira Dutra Leite      

Companhia de Bebidas das Americas - AmBev                             

                                                                [Download Table]

                                                                                 

Witness:                               Witness:                                  

    /s/ Marcio Aparecido Alves Correa      /s/ Tatiana Buzalaf de Andrade e Silva
-------------------------------------   -----------------------------------------
Name:   Marcio Aparecido Alves Correa  Name:   Tatiana Buzalaf de Andrade e Silva
ID No.: R.G.14.114.166                 ID No.: R.G.6.122.637-0 SSP/PR

EX-99.C	1st Page of 28	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

EX-99.C	2nd Page of 28	TOC	1st	Previous	Next	↓Bottom	Just 2nd

EX-99.C	3rd Page of 28	TOC	1st	Previous	Next	↓Bottom	Just 3rd

EX-99.C	4th Page of 28	TOC	1st	Previous	Next	↓Bottom	Just 4th

EX-99.C	5th Page of 28	TOC	1st	Previous	Next	↓Bottom	Just 5th

EX-99.C	6th Page of 28	TOC	1st	Previous	Next	↓Bottom	Just 6th

EX-99.C	7th Page of 28	TOC	1st	Previous	Next	↓Bottom	Just 7th

EX-99.C	8th Page of 28	TOC	1st	Previous	Next	↓Bottom	Just 8th

EX-99.C	9th Page of 28	TOC	1st	Previous	Next	↓Bottom	Just 9th

EX-99.C	10th Page of 28	TOC	1st	Previous	Next	↓Bottom	Just 10th

EX-99.C	11th Page of 28	TOC	1st	Previous	Next	↓Bottom	Just 11th

EX-99.C	12th Page of 28	TOC	1st	Previous	Next	↓Bottom	Just 12th

EX-99.C	13th Page of 28	TOC	1st	Previous	Next	↓Bottom	Just 13th

EX-99.C	14th Page of 28	TOC	1st	Previous	Next	↓Bottom	Just 14th

EX-99.C	15th Page of 28	TOC	1st	Previous	Next	↓Bottom	Just 15th

EX-99.C	16th Page of 28	TOC	1st	Previous	Next	↓Bottom	Just 16th

EX-99.C	17th Page of 28	TOC	1st	Previous	Next	↓Bottom	Just 17th

EX-99.C	18th Page of 28	TOC	1st	Previous	Next	↓Bottom	Just 18th

EX-99.C	19th Page of 28	TOC	1st	Previous	Next	↓Bottom	Just 19th

EX-99.C	20th Page of 28	TOC	1st	Previous	Next	↓Bottom	Just 20th

EX-99.C	21st Page of 28	TOC	1st	Previous	Next	↓Bottom	Just 21st

EX-99.C	22nd Page of 28	TOC	1st	Previous	Next	↓Bottom	Just 22nd

EX-99.C	23rd Page of 28	TOC	1st	Previous	Next	↓Bottom	Just 23rd

EX-99.C	24th Page of 28	TOC	1st	Previous	Next	↓Bottom	Just 24th

EX-99.C	25th Page of 28	TOC	1st	Previous	Next	↓Bottom	Just 25th

EX-99.C	26th Page of 28	TOC	1st	Previous	Next	↓Bottom	Just 26th

EX-99.C	27th Page of 28	TOC	1st	Previous	Next	↓Bottom	Just 27th

EX-99.C	Last Page of 28	TOC	1st	Previous	Next	↓Bottom	Just 28th

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D/A’ Filing	Date	First	Last	Other Filings

Filed on:	11/29/02			None on these Dates
	8/30/02	17	27
	10/27/00	21
	7/1/99	25
				List all Filings

↑Top

Filing Submission 0000950157-02-000819 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Braco SA, et al. – ‘SC 13D/A’ on 11/29/02 re: American Beverage Co Ambev – EX-99.C

On: Friday, 11/29/02, at 4:59pm ET · Accession #: 950157-2-819 · File #: 5-50972

Previous ‘SC 13D’: None · Next: ‘SC 13D/A’ on 6/12/03 · Latest: ‘SC 13D/A’ on 6/4/04

Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

EX-99.C — Shareholders’ Voting Rights Agreement

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents