Exhibit 9.3
AGREEMENT
BY AND AMONG
THE COCA-COLA EXPORT CORPORATION
BARLAN INC.
ATLANTIC INDUSTRIES
COCA-COLA OVERSEAS PARENT LTD.
REFRESHMENT PRODUCT SERVICES INC.
AND
KAR-TESS HOLDING X.X.
XXXXX S.A.
SOCOMEX S.A.
AUGUST 7, 2003
WHEREAS the Parties have entered into a Shareholders' Agreement dated
November 3, 1999 (hereinafter "the Shareholders' Agreement").
WHEREAS the Parties have agreed to extend the duration of this
Shareholders' Agreement and to amend certain of its provisions.
NOW THEREFORE, the Parties have agreed the following:
1. As of the date hereof the following Sections of the Shareholders' Agreement
shall read as follows:
2. Section 3.3:
3.3 ACQUISITION OF SHARES
The KO Group hereby agrees to give notice in writing to the Kar-Tess
Group at least 10 business days in advance of any proposed acquisition of
the Company's securities by any of the entities comprising the KO Group or
by any of the Affiliates of KO Group, and the Kar-Tess Group hereby agrees
to give notice in writing to the KO Group at least 10 business days in
advance of any proposed acquisition of the Company's securities by any of
the entities comprising the Kar-Tess Group or by any of the Affiliates of
the Kar-Tess Group. Notwithstanding the preceding sentence, any KO Group
Shareholder may transfer Company Shares to any other KO Group Shareholder
and any Kar-Tess Shareholder may transfer Company Shares to any other
Kar-Tess Shareholder, without advance notice. The KO Group and the Kar-Tess
Group agree not to
disclose, directly or indirectly, to any third party any confidential or
non-public information communicated pursuant to this Section 3.3.
3. In Section 4.1 a subsection (d) shall be inserted, which shall read as
follows:
(d) The Shareholders shall further ensure that in case of a tied vote of
the Board of Directors, the Chairman of the Board of Directors shall
have the casting and deciding vote.
4. 4. Section 7:
SECTION 7
TERMINATION
5. Termination
7.1 This Agreement shall terminate, and the Shareholders shall be
released of their respective obligations hereunder (a) at such time as the
Shareholders agree in writing to terminate this Agreement, or (b) if
Hellenic ceases to exist. Either Shareholder may terminate this Agreement
on three months' written notice to the other Shareholder at any time after
December 31, 2008.
7.2 In the event that a Shareholder breaches this Agreement the other
Shareholder shall be entitled to terminate this Agreement with immediate
effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date and year first written above.
THE COCA-COLA EXPORT CORPORATION KAR-TESS HOLDING S.A.
BY: /s/ Xxxx X. Xxxxxx BY: /s/ Xxxxxxxx Xxxxxxxxxxxx
------------------ -------------------------
Xxxx X. Xxxxxx Xxxxxxxx Xxxxxxxxxxxx
XXXXXX, INC. XXXXX X.X.
BY: /s/ Xxxxxx X. Xx Xxxxxx BY: /s/ Xxxxxxxx Xxxxxxxxxxxx
----------------------- -------------------------
Xxxxxx X. XxXxxxxx Xxxxxxxx Xxxxxxxxxxxx
ATLANTIC INDUSTRIES SOCOMEX S.A.
BY: /s/ Xxxxx X. Xxxxxx BY: /s/ Xxxxxxxx Xxxxxxxxxxxx
------------------- -------------------------
Xxxxx X. Xxxxxx Xxxxxxxx Xxxxxxxxxxxx
COCA-COLA OVERSEAS PARENT LTD.
BY: /s/ Xxxxxx X. X. Case
---------------------
Xxxxxx X. X. Case
REFRESHMENT PRODUCT SERVICES INC.
BY: /s/ Xxxxx X. Xxxxxxx
---------------------
Xxxxx X. Xxxxxxx
