Adherence Letter
English Translation from Spanish (The original will be provided upon the request of the Commission). | ||
Exhibit 99.5 |
Adherence Letter
September 9th, 2013
To: The Beneficiaries, Freire Group, Aromos Group and Andina.
Dear Sirs,
Reference is made to the amendment of the Stock Purchase Option and Custody Agreement, dated October 1st, 2012, in respect of Embotelladora Andina S.A. (the “Agreement”), among Freire Group, Aromos Group, The Coca‑Cola Company, Coca‑Cola de Chile S.A., Servicios y Productos Para Bebidas Refrescantes SRL, Coca‑Cola Interamerican Corporation and Embotelladora Andina S.A. Capitalized terms used in this letter but not defined herein shall have the meaning attributed thereto in the Agreement.
As provided by Section 2.2 of the Agreement, on this date, and as a consequence of the corporate reorganization of Los Aromos performed by means of a public deed dated November 28th 2012, granted before the Chilean Notary Public Xx. Xxxxxxxx Xxxx Xxxxxxxxx, Inversiones Xxx Xxxxxxx Xxx Limitada, a limited liability company organized under the laws of Chile, Tax Payer Number 00.000.000-0, domiciled for this effects at Xxxxxxx Xxxxx Xxxxxxx 000, xxxxx 0, Xxxxx Xxxxx, Xxx Xxxxxx, Xxxxxxxx (the “New Majority Shareholder”) acquired 9.788.363 Series A Stock (the “Acquired Shares”) by way of the allocation made by Los Aromos as consequence of the split of Los Aromos.
In accordance with Section 2.2 of the Agreement, the New Majority Shareholder formally communicates to you that:
(i) | the New Majority Shareholder is directly controlled by Xxxxx de la Xxx Xxxxxxxx Xxxxxxx with 99,999% of its capital; |
(ii) | the Acquired Shares shall remain subject to the provisions of the Agreement; |
(iii) | the New Majority Shareholder has become a member of the Aromos Group; and |
(iv) | the New Majority Shareholder agrees to be bound by the terms and provisions of the Agreement and shall be deemed to be the a successor of Los Aromos under the Agreement. |
In addition to the communications above, the New Majority Shareholder declares that, (i) from November 28th 2012 to the date hereof, it has fully complied with any and all of the obligations applicable to Los Aromos under the Agreement as a successor of Los Aromos; and (ii) the communications and representations made in this letter in benefit of the Shareholders under the Agreement shall be deemed made on November 28th 2012.
Yours sincerely,
/s/ Xxxxx de la Xxx Xxxxxxxx Xxxxxxx
Xxxxx de la Xxx Xxxxxxxx Xxxxxxx
p.p. Inversiones Xxx Xxxxxxx Xxx Limitada
{C-0477664/BSU/v.2}
Adherence Letter
September 9th, 2013
To: The Beneficiaries, Freire Group, Aromos Group and Andina.
Dear Sirs,
Reference is made to the amendment of the Stock Purchase Option and Custody Agreement, dated October 1st, 2012, in respect of Embotelladora Andina S.A. (the “Agreement”), among Freire Group, Aromos Group, The Coca‑Cola Company, Coca‑Cola de Chile S.A., Servicios y Productos Para Bebidas Refrescantes SRL, Coca‑Cola Interamerican Corporation and Embotelladora Andina S.A. Capitalized terms used in this letter but not defined herein shall have the meaning attributed thereto in the Agreement.
As provided by Section 2.2 of the Agreement, on this date, and as a consequence of the corporate reorganization of Los Aromos performed by means of a public deed dated November 28th 2012, granted before the Chilean Notary Public Xx. Xxxxxxxx Xxxx Xxxxxxxxx, Inversiones Las Gaviotas Dos Limitada, a limited liability company organized under the laws of Chile, Tax Payer Number 00.000.000-0, domiciled for this effects at Xxxxxxx Xxxxx Xxxxxxx 000, xxxxx 0, Xxxxx Xxxxx, Xxx Xxxxxx, Xxxxxxxx (the “New Majority Shareholder”) acquired 13.513.594 Series A Stock (the “Acquired Shares”) by way of the allocation made by Los Aromos as consequence of the split of Los Aromos.
In accordance with Section 2.2 of the Agreement, the New Majority Shareholder formally communicates to you that:
(i) | the New Majority Shareholder is directly controlled by Las Gaviotas S.A. with 99,3917% of its capital. In turn, Las Gaviotas S.A. is exclusively and beneficially owned by Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxx Xxxxxxx Xxxxxxxx Xxxxx, Xxxxx Xxxxxxxx Xxxxxxxx Claro and Xxxxxxx Xxxxxxxx Xxxxx; |
(ii) | the Acquired Shares shall remain subject to the provisions of the Agreement; |
(iii) | the New Majority Shareholder has become a member of the Aromos Group; and |
(iv) | the New Majority Shareholder agrees to be bound by the terms and provisions of the Agreement and shall be deemed to be the a successor of Los Aromos under the Agreement. |
In addition to the communications above, the New Majority Shareholder declares that, (i) from November 28th 2012 to the date hereof, it has fully complied with any and all of the obligations applicable to Los Aromos under the Agreement as a successor of Los Aromos; and (ii) the communications and representations made in this letter in benefit of the Shareholders under the Agreement shall be deemed made on November 28th 2012.
Yours sincerely,
/s/ Xxxxxx Xxxxxxx Xxxxxxx
Xxxxxx Xxxxxxx Xxxxxxx
p.p. Inversiones Las Gaviotas Dos Limitada
{C-0477664/BSU/v.2}
Adherence Letter
September 9th, 2013
To: The Beneficiaries, Freire Group, Aromos Group and Andina.
Dear Sirs,
Reference is made to the amendment of the Stock Purchase Option and Custody Agreement, dated October 1st, 2012, in respect of Embotelladora Andina S.A. (the “Agreement”), among Freire Group, Aromos Group, The Coca‑Cola Company, Coca‑Cola de Chile S.A., Servicios y Productos Para Bebidas Refrescantes SRL, Coca‑Cola Interamerican Corporation and Embotelladora Andina S.A. Capitalized terms used in this letter but not defined herein shall have the meaning attributed thereto in the Agreement.
As provided by Section 2.2 of the Agreement, on this date, and as a consequence of the corporate reorganization of Los Aromos performed by means of a public deed dated November 28th 2012, granted before the Chilean Notary Public Xx. Xxxxxxxx Xxxx Xxxxxxxxx, Inversiones Playa Negra Dos Limitada, a limited liability company organized under the laws of Chile, Tax Payer Number 00.000.000-0, domiciled for this effects at Xxxxxxx Xxxxx Xxxxxxx 000, xxxxx 0, Xxxxx Xxxxx, Xxx Xxxxxx, Xxxxxxxx (the “New Majority Shareholder”) acquired 322.336 Series A Stock (the “Acquired Shares”) by way of the allocation made by Los Aromos as consequence of the split of Los Aromos.
In accordance with Section 2.2 of the Agreement, the New Majority Shareholder formally communicates to you that:
(i) | the New Majority Shareholder is controlled by Xxxxxxxx Xxxxx Xxxxxxxx directly with 74,4975% of its capital, and indirectly through Las Gaviotas S.A. with 25,5025% of its capital. Las Gaviotas S.A. is exclusively and beneficially owned by Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxx Xxxxxxx Xxxxxxxx Xxxxx, Xxxxx Xxxxxxxx Xxxxxxxx Claro and Xxxxxxx Xxxxxxxx Xxxxx; |
(ii) | the Acquired Shares shall remain subject to the provisions of the Agreement; |
(iii) | the New Majority Shareholder has become a member of the Aromos Group; and |
(iv) | the New Majority Shareholder agrees to be bound by the terms and provisions of the Agreement and shall be deemed to be the a successor of Los Aromos under the Agreement. |
In addition to the communications above, the New Majority Shareholder declares that, (i) from November 28th 2012 to the date hereof, it has fully complied with any and all of the obligations applicable to Los Aromos under the Agreement as a successor of Los Aromos; and (ii) the communications and representations made in this letter in benefit of the Shareholders under the Agreement shall be deemed made on November 28th 2012.
Yours sincerely,
/s/ Xxxxxxxx Xxxxx Xxxxxxxx
Xxxxxxxx Xxxxx Xxxxxxxx
p.p. Inversiones Playa Negra Dos Limitada
{C-0477664/BSU/v.2}
Adherence Letter
September 9th, 2013
To: The Beneficiaries, Freire Group, Aromos Group and Andina.
Dear Sirs,
Reference is made to the amendment of the Stock Purchase Option and Custody Agreement, dated October 1st, 2012, in respect of Embotelladora Andina S.A. (the “Agreement”), among Freire Group, Aromos Group, The Coca‑Cola Company, Coca‑Cola de Chile S.A., Servicios y Productos Para Bebidas Refrescantes SRL, Coca‑Cola Interamerican Corporation and Embotelladora Andina S.A. Capitalized terms used in this letter but not defined herein shall have the meaning attributed thereto in the Agreement.
As provided by Section 2.2 of the Agreement, on this date, and as a consequence of the corporate reorganization of Los Aromos performed by means of a public deed dated November 28th 2012, granted before the Chilean Notary Public Xx. Xxxxxxxx Xxxx Xxxxxxxxx, Inversiones Las Xxxxx Dos Limitada, a limited liability company organized under the laws of Chile, Tax Payer Number 00.000.000-0, domiciled for this effects at Xxxxxxx Xxxxx Xxxxxxx 000, xxxxx 0, Xxxxx Xxxxx, Xxx Xxxxxx, Xxxxxxxx (the “New Majority Shareholder”) acquired 9.788.363 Series A Stock (the “Acquired Shares”) by way of the allocation made by Los Aromos as consequence of the split of Los Aromos.
In accordance with Section 2.2 of the Agreement, the New Majority Shareholder formally communicates to you that:
(i) | the New Majority Shareholder is directly controlled by Xxxxxxx Xxxxxxxx Claro with 99,999% of its capital; |
(ii) | the Acquired Shares shall remain subject to the provisions of the Agreement; |
(iii) | the New Majority Shareholder has become a member of the Aromos Group; and |
(iv) | the New Majority Shareholder agrees to be bound by the terms and provisions of the Agreement and shall be deemed to be the a successor of Los Aromos under the Agreement. |
In addition to the communications above, the New Majority Shareholder declares that, (i) from November 28th 2012 to the date hereof, it has fully complied with any and all of the obligations applicable to Los Aromos under the Agreement as a successor of Los Aromos; and (ii) the communications and representations made in this letter in benefit of the Shareholders under the Agreement shall be deemed made on November 28th 2012.
Yours sincerely,
/s/ Xxxxxxx Xxxxxxxx Claro
Xxxxxxx Xxxxxxxx Xxxxx
p.p. Inversiones Las Xxxxx Dos Limitada
{C-0477664/BSU/v.2}
Adherence Letter
September 9th, 2013
To: The Beneficiaries, Freire Group, Aromos Group and Andina.
Dear Sirs,
Reference is made to the amendment of the Stock Purchase Option and Custody Agreement, dated October 1st, 2012, in respect of Embotelladora Andina S.A. (the “Agreement”), among Freire Group, Aromos Group, The Coca‑Cola Company, Coca‑Cola de Chile S.A., Servicios y Productos Para Bebidas Refrescantes SRL, Coca‑Cola Interamerican Corporation and Embotelladora Andina S.A. Capitalized terms used in this letter but not defined herein shall have the meaning attributed thereto in the Agreement.
As provided by Section 2.2 of the Agreement, on this date, and as a consequence of the corporate reorganization of Los Aromos performed by means of a public deed dated November 28th 2012, granted before the Chilean Notary Public Xx. Xxxxxxxx Xxxx Xxxxxxxxx, Inversiones Los Xxxxxx Dos Limitada, a limited liability company organized under the laws of Chile, Tax Payer Number 00.000.000-0, domiciled for this effects at Xxxxxxx Xxxxx Xxxxxxx 000, xxxxx 0, Xxxxx Xxxxx, Xxx Xxxxxx, Xxxxxxxx (the “New Majority Shareholder”) acquired 9.788.363 Series A Stock (the “Acquired Shares”) by way of the allocation made by Los Aromos as consequence of the split of Los Aromos.
In accordance with Section 2.2 of the Agreement, the New Majority Shareholder formally communicates to you that:
(i) | the New Majority Shareholder is directly controlled by Xxxxx Xxxxxxxx Xxxxxxxx Claro with 99,999% of its capital; |
(ii) | the Acquired Shares shall remain subject to the provisions of the Agreement; |
(iii) | the New Majority Shareholder has become a member of the Aromos Group; and |
(iv) | the New Majority Shareholder agrees to be bound by the terms and provisions of the Agreement and shall be deemed to be the a successor of Los Aromos under the Agreement. |
In addition to the communications above, the New Majority Shareholder declares that, (i) from November 28th 2012 to the date hereof, it has fully complied with any and all of the obligations applicable to Los Aromos under the Agreement as a successor of Los Aromos; and (ii) the communications and representations made in this letter in benefit of the Shareholders under the Agreement shall be deemed made on November 28th 2012.
Yours sincerely,
/s/ Xxxxx Xxxxxxxx Xxxxxxxx Xxxxx
Xxxxx Xxxxxxxx Xxxxxxxx Claro
p.p. Inversiones Los Xxxxxx Dos Limitada
{C-0477664/BSU/v.2}
Adherence Letter
September 9th, 2013
To: The Beneficiaries, Freire Group, Aromos Group and Andina.
Dear Sirs,
Reference is made to the amendment of the Stock Purchase Option and Custody Agreement, dated October 1st, 2012, in respect of Embotelladora Andina S.A. (the “Agreement”), among Freire Group, Aromos Group, The Coca‑Cola Company, Coca‑Cola de Chile S.A., Servicios y Productos Para Bebidas Refrescantes SRL, Coca‑Cola Interamerican Corporation and Embotelladora Andina S.A. Capitalized terms used in this letter but not defined herein shall have the meaning attributed thereto in the Agreement.
As provided by Section 2.2 of the Agreement, on this date, and as a consequence of the corporate reorganization of Los Aromos performed by means of a public deed dated November 28th 2012, granted before the Chilean Notary Public Xx. Xxxxxxxx Xxxx Xxxxxxxxx, Inversiones El Campanario Dos Limitada, a limited liability company organized under the laws of Chile, Tax Payer Number 00.000.000-0, domiciled for this effects at Xxxxxxx Xxxxx Xxxxxxx 000, xxxxx 0, Xxxxx Xxxxx, Xxx Xxxxxx, Xxxxxxxx (the “New Majority Shareholder”) acquired 9.788.363 Series A Stock (the “Acquired Shares”) by way of the allocation made by Los Aromos as consequence of the split of Los Aromos.
In accordance with Section 2.2 of the Agreement, the New Majority Shareholder formally communicates to you that:
(i) | the New Majority Shareholder is directly controlled by Xxxxx Xxxxxxx Xxxxxxxx Claro with 99,999% of its capital; |
(ii) | the Acquired Shares shall remain subject to the provisions of the Agreement; |
(iii) | the New Majority Shareholder has become a member of the Aromos Group; and |
(iv) | the New Majority Shareholder agrees to be bound by the terms and provisions of the Agreement and shall be deemed to be the a successor of Los Aromos under the Agreement. |
In addition to the communications above, the New Majority Shareholder declares that, (i) from November 28th 2012 to the date hereof, it has fully complied with any and all of the obligations applicable to Los Aromos under the Agreement as a successor of Los Aromos; and (ii) the communications and representations made in this letter in benefit of the Shareholders under the Agreement shall be deemed made on November 28th 2012.
Yours sincerely,
/s/ Xxxxx Xxxxxxx Xxxxxxxx Xxxxx
Xxxxx Xxxxxxx Xxxxxxxx Claro
p.p. Inversiones El Campanario Dos Limitada
{C-0477664/BSU/v.2}