1
January 24, 1994
Xxxxxxxx Xxxxxxxxx R.
Grupo Modelo, S.A. de X.X.
Xxxxxx Xxxxxxx 000
00000 Xxxxxx, D.F.
Dear Xxx Xxxxxxxx:
This letter shall serve to confirm the understanding and agreement between
A-B and the Controlling Shareholders regarding Section 5.5 of the Investment
Agreement, which reads as follows:
"5.5 Election of A-B Director. The Controlling Shareholders shall be
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entitled to designate a G-Modelo director for election to the A-B
Board of Directors. Following such designation, A-B will use its
best efforts to nominate and cause such designee to be elected to
the A-B Board of Directors at the Annual Meeting of Shareholders
of A-B next succeeding such designation and to continue to
nominate and cause such a designee to be elected for so long as
the Investor owns ten percent or more of the total outstanding
shares of G-Modelo capital stock."
It is acknowledged and agreed that Anheuser-Xxxxx fulfilled its obligations
under Section 5.5 when Xxxxx Xxxxxxxxxxxxxx was appointed to the A-B Board as
a Class I Director, with a term continuing until the Annual Meeting of
Shareholders in 1995. A-B will use its best efforts to cause Xxxxx
Xxxxxxxxxxxxxx (or another designee of the Controlling Shareholders) to be
nominated and elected to the A-B Board at the Annual Meeting of Shareholders
in 1995 and future years as long as the Investor owns ten percent or more of
the total outstanding shares of G-Modelo capital stock.
Capitalized terms used in this letter shall have the meanings given such
terms in the Investment Agreement.
Please indicate the Controlling Shareholders' agreement with the foregoing by
signing and returning the attached copy.
Sincerely,
ANHEUSER-XXXXX COMPANIES, INC.
S/XXXX X. XXXXXXX
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Xxxx X. Xxxxxxx, Vice President and Group Executive
ACKNOWLEDGED AND AGREED as of the date above.
S/XXXXXXXX XXXXXXXXX R.
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Xxxxxxxx Xxxxxxxxx R., on behalf of
the Controlling Shareholders
