SHAREHOLDERS' VOTING RIGHTS AGREEMENT AND OTHER COVENANTS Among: 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...

EXHIBIT 10.5

SHAREHOLDERS' VOTING RIGHTS AGREEMENT AND OTHER COVENANTS

Among:

1. Santa Xxxxxx 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 Xx. Xxxxxxxxxx

Xxxxx Xxxx xx. 0000, 0xx. floor (part), in the city of Sao Paulo (SP),

enrolled in the taxpayers' registry under number 03.970.207/0001-87

("LH1");

2. Santa Xxxxx 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 Xx. Xxxxxxxxxx Xxxxx

Xxxx xx. 0000, 0xx xxxxx (xxxx), Xxx Xxxxx (XX), enrolled in the

taxpayers' registry under number 04.001.357/0001-45 ("LH2");

3. Santa Xxxxxx 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 Xx. Xxxxxxxxxx

Xxxxx Xxxx xx. 0000, 0xx xxxxx (xxxx), Xxx Xxxxx (XX), enrolled in the

taxpayers' registry under number 04.007.374/0001-90 ("SH"); and

4. Santa Xxxxxxxxx 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 Xx.

Xxxxxxxxxx Xxxxx Xxxx xx. 0000, 0xx xxxxx (xxxx), 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. Xxxxx Xxxxx Xxxxxx, 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. 000.000.000-00 ("JPL");

6. Xxxxxx Xxxxxxx xx Xxxxx 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. 000.000.000-00 ("CAS"); and

7. Xxxxxx Xxxxxxxx Xxxxxx, 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. 000.000.000-00 ("MHT").

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 Xx. Xxxxxxxxxx Xxxxx

Xxxx xx. 0000, 0xx xxxxx (xxxx), Xxx Xxxxx (XX), 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 Xx.

Xxxxxxxxxx Xxxxx Xxxx xx. 0000, 0xx xxxxx (xxxx), Xxx Xxxxx (XX),

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 Xx. Xxxxxxxxxx Xxxxx Xxxx xx.

0000, 0xx xxxxx (xxxx), Xxx Xxxxx (XX), 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 Xx. Xxxxx Xxxxxx Xxxxxx xx. 000,

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.

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

<TABLE>

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

# Common # Preferred # Total of %

Shareholder Shares % Shares % Shares Total

Santa Xxxxxx

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

Santa Xxxxx

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

Santa Xxxxxxxxx

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

Santa Xxxxxx

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

Xxxxx Xxxxx

Xxxxxx 1 0 0 0 1 0

Xxxxxx Xxxxxxx xx

Xxxxx Xxxxxxxx 0 0 0 0 0 0

Xxxxxx Xxxxxxx

Xxxxxx 1 0 0 0 1 0

Paulo Xxxxxxx

Xxxxxx 1 0 0 0 1 0

Total 1.539.840 100 299.242 100 1.839.082 100

</TABLE>

C. AMBEV'S CONTROL

On July 1st, 1999, Fundacao Antonio e Xxxxxx Xxxxxxxxx Instituicao Nacional de

Beneficencia ("Fundacao Xxxxxxxxx"), 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.

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 Xxxxxxxxx, 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

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);

(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;

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 Xxxxxxxxx, 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);

(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

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;

(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;

(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 xx xxxxxxx) 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.

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 xx

Xxxxxxx) 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

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.

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.

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:

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.

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.

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

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:

If to Santa Xxxxxx Participacoes S.A.:

Xx. Xxxxxxxxxx Xxxxx Xxxx xx. 0000 - 0x xxxxx (parte)

Sao Paulo - SP

Brasil - CEP: 04538-905

Fax: 000-0000-0000

Att: Sr. Xxxxx Xxxxx Xxxxxx

If to Santa Xxxxx Participacoes S.A.:

Xx. Xxxxxxxxxx Xxxxx Xxxx xx. 0000 - 0x xxxxx (parte)

Sao Paulo - SP

Brasil - CEP: 04538-905

Fax: 000-0000-0000

Att.: Sr. Xxxxx Xxxxx Xxxxxx

If to Santa Xxxxxxxxx Participacoes S.A.:

Xx. Xxxxxxxxxx Xxxxx Xxxx xx. 0000 - 0x xxxxx (parte)

Sao Paulo - SP

Brasil - CEP: 04538-905

Fax: 000-0000-0000

Att.: Sr. Xxxxxx Xxxxxxxx Xxxxxx

If to Santa Xxxxxx Participacoes S.A.:

Xx. Xxxxxxxxxx Xxxxx Xxxx xx. 0000 - 0x xxxxx (parte)

Sao Paulo - SP

Brasil - CEP: 04538-905

Fax: 000-0000-0000

Att.: Sr. Xxxxxx Xxxxxxx xx Xxxxx Sicupira

If to Xxxxx Xxxxx Xxxxx:

Av. Brigadeiro Xxxxx Lima no. 3729 - 7o andar (parte)

Sao Paulo - SP

Brasil - CEP: 04538-905

Fax: 000-0000-0000

Xx xx Xxxxxx Xxxxxxx xx Xxxxx Xxxxxxxx:

Av. Brigadeiro Xxxxx Lima no. 3729 - 7o andar (parte)

Sao Paulo - SP

Brasil - CEP: 04538-905

Fax: 000-0000-0000

If to Xxxxxx Xxxxxxxx Xxxxxx:

Av. Brigadeiro Xxxxx Lima no. 3729 - 7o andar (parte)

Sao Paulo - SP

Brasil - CEP: 04538-905

Fax: 000-0000-0000

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 Xxxxxx Participacoes S.A.

/s/ Xxxxx Xxxxx Xxxxxx

-----------------------------------

Santa Xxxxxxxxx Participacoes S.A. /s/ Xxxxxx Xxxxxxx Xxxxxx

-----------------------------------

Santa Xxxxx Participacoes S.A. /s/ Xxxxx Xxxxx Xxxxxx

-----------------------------------

<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 Xxxxxx Participacoes S.A. /s/ Xxxxxx Xxxxxxx xx Xxxxx Sicupira

---------------------------------------

Xxxxx Xxxxx Xxxxxx /s/ Xxxxx Xxxxx Xxxxxx

---------------------------------------

Xxxxxx Xxxxxxx xx Xxxxx Sicupira /s/ Xxxxxx Xxxxxxx xx Xxxxx Sicupira

---------------------------------------

Xxxxxx Xxxxxxxx Xxxxxx /s/ Xxxxxx Xxxxxxxx Xxxxxx

---------------------------------------

Agreed and accepted:

S-BRACO Participacoes S.A.

/s/ Xxxxx Xxxxx Xxxxxx /s/ Xxxxxxx Xxxxx Xxxxxxxx Xxxxx

-------------------------------------- ----------------------------------

Braco S.A. /s/ Xxxxx Xxxxx Xxxxxx /s/ Xxxxxxx Xxxxx Xxxxxxxx Xxxxx

-------------------------------------- ----------------------------------

Empresa de Administracao e Participacoes S.A.

/s/ Xxxxx Xxxxx Xxxxxx /s/ Xxxxxxx Xxxxx Xxxxxxxx Xxxxx

-------------------------------------- ----------------------------------

Companhia de Bebidas das Americas - AmBev

/s/ Xxxx Xxxxxx Xxxxxxxx Xxxxx Xxxxx /s/ Xxxxxx Xxxxx xx Xxxxx

-------------------------------------- ----------------------------------

Witness: Witness:

/s/ Marcio Xxxxxxxxx Xxxxx Xxxxxx /s/ Xxxxxxx Xxxxxxx de Xxxxxxx x Xxxxx

------------------------------------- -----------------------------------------

Name: Marcio Xxxxxxxxx Xxxxx Xxxxxx Name: Xxxxxxx Xxxxxxx de Xxxxxxx x Xxxxx

ID No.: R.G.14.114.166 ID No.: R.G.6.122.637-0 SSP/PR

</TABLE>

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 Xxxxxx Xxxxxxxxx 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

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.

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.

Annex 3

Instrument of Adherence to the Companhia de Bedidas da Americas - AmBev

Shareholders' Agreement

Entered into by and between:

1. Santa Xxxxxx 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 Xx. Xxxxxxxxxx

Xxxxx Xxxx xx. 0000, 0xx 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 Xxxxx 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 Xx. Xxxxxxxxxx

Xxxxx Xxxx xx. 0000, 0xx 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 Xxxxxx 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 Xx. Xxxxxxxxxx

Xxxxx Xxxx xx. 0000, 0xx 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 Xxxxxxxxx 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 Xx. Xxxxxxxxxx

Xxxxx Xxxx xx. 0000, 0xx 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 Xx. Xxxxxxxxxx

Xxxxx Xxxx xx. 0000, 0xx floor (part), in the City and State of Sao

Paulo, enrolled in the taxpayers' register (CNPJ) under xx.

00.000.000/0000-00 ("X-Xxxxx"),

XX0, XX0, XX XX and S-BRACO hereafter referred to collectively as

"Parties" and individually as a "Party";

And, as consenting intervening parties ,

Fundacao Antonio e Xxxxxx Xxxxxxxxx Instituicao Nacional de Beneficencia,

with its head office in the City of Sao Paulo, State of Sao Paulo, at Xxx

Xxxxxxxxx xx. 00, xxxxxxxx xx. 0, 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. Xxxxx Xxxxxx Xxxxxx 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 Xx. Xxxxxxxxxx Xxxxx Xxxx xx. 0000, 0xx floor

(part), in the City and State of Sao Paulo, enrolled in the taxpayers'

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 Xx. Xxxxxxxxxx Xxxxx Xxxx xx.

0000, 0xx 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);

II - In addition to AmBev, there appear in the AmBev Shareholders'

Agreement, as consenting intervening parties, Xxxxx Xxxxx Xxxxxx,

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. 000.000.000-00 ("JPL"), Xxxxxx

Xxxxxxxx Xxxxxx, 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. 000.000.000-00 ("MHT") and Xxxxxx Xxxxxxx xx Xxxxx 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. 000.000.000-00

("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;

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/ Xxxxx Xxxxx Xxxxxx /s/ Xxxxx Xxxxx Xxxxxx

Santa Xxxxxx Participacoes S.A. Santa Xxxxx Participacoes S.A.

/s/ Xxxxxx Xxxxxxx xx Xxxxx Sicupira /s/ Xxxxxx Xxxxxxxx Xxxxxx

Santa Xxxxxx Participacoes S.A. Santa Xxxxxxxxx Participacoes S.A.

/s/ Xxxxx Xxxxx Xxxxxx /s/ Xxxxxxx Xxxxx Xxxxxxxx Xxxxx

S-BRACO Participacoes S.A.

Second Signature Page of the Instrument of Adherence to the Companhia de

Bedidas da Americas - AmBev Shareholders' Agreement

/s/ Xxxxxxx Xxxxxxxx Gusmao /s/ Xxxxxxxx Xxxxxx xx Xxxxxx

Fundacao Antonio e Xxxxxx Xxxxxxxxx Instituicao Nacional de Beneficencia

/s/ Xxxxxx Xxxxxxxx Xxxxxx /s/ Xxxx Xxxxxx Xxxxxxxx Xxxxx Xxxxx

Companhia de Bebidas das Americas - AmBev

<TABLE>

<S> <C>

Witness: Witness:

/s/ Marcio Xxxxxxxxx Xxxxx Xxxxxx /s/ Xxxxxxx Xxxxxxx de Xxxxxxx x Xxxxx

------------------------------------- -----------------------------------------

Name: Marcio Xxxxxxxxx Xxxxx Xxxxxx Name: Xxxxxxx Xxxxxxx de Xxxxxxx x Xxxxx

ID No.: R.G.14.114.166 ID No.: R.G.6.122.637-0 SSP/PR

</TABLE>

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SHAREHOLDERS' VOTING RIGHTS AGREEMENT AND OTHER COVENANTS Among: 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...

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