EXHIBIT 2.3
CONFORMED COPY
LOCK-UP AGREEMENT
LOCK-UP AGREEMENT, dated as of March 3, 2004 (this "Agreement"),
between Xxxxxxx Xxxxx Sebastien SCA or EPS SCA, a corporation (societe en
commandite par actions) duly incorporated and validly existing under the laws
of Luxembourg having its registered office at 000 Xxxxx x'Xxxx, X-0000
Xxxxxxxxx, ("XXX") and BRC, a corporation (societe anonyme) duly incorporated
and validly existing under the laws of Luxembourg, having its registered
office at 00, xxxx x'Xxxx, X-0000, Xxxxxxxxxx, ("XXX").
Whereas, the parties and certain other parties named therein are,
concurrently with the execution and delivery of this Agreement, entering into
a Contribution and Subscription Agreement, dated as of the date hereof (the
"Contribution and Subscription Agreement");
WHEREAS, the parties confirm that they regard this Agreement as
being in the corporate interest of Interbrew (the "Company");
NOW, THEREFORE, the parties hereto hereby agree as follows:
Section 1. Transfer Restrictions. EPS hereby agrees and shall cause
the Belgian Founders Affiliates (as defined in the Shareholders' Agreement
dated as of the date hereof constituting an exhibit to the Contribution and
Subscription Agreement) while this Agreement is in effect, except as expressly
contemplated under the Contribution and Subscription Agreement, not to sell,
transfer, pledge, encumber, assign or otherwise dispose of (including by
gift), directly or indirectly, or permit any lien, charge or other interest to
exist on (collectively, "Transfer"), 72 million shares issued by the Company
or any interest therein, or enter into any contract, option or other
arrangement with respect to the Transfer (including any profit sharing or
derivative arrangement having an economic effect similar to the Transfer) of
any of such 72 million shares or any interest therein.
This undertaking remains in force until June 30, 2005.
Section 2. Orderly Market. EPS undertakes, vis a vis BRC and the
Company, to effect Transfer of shares issued by the Company in an orderly
manner of disposition that does not disrupt the market for the shares of the
Company.
EPS is free to Transfer shares below 1 million per week.
Above that level, EPS shall consult the CFO of the Company to ensure an
orderly market of the shares.
This undertaking enters in force on July 1, 2005 and shall remain valid for
the duration of the Shareholders' Agreement.
This Lock-Up Agreement shall be notified by EPS to the Company in order to
evidence the undertaking assumed by EPS vis a vis the Company as set forth in
this Section 2.
Section 3. Termination. This Agreement shall terminate on the
earlier of (a) the date of termination of the Contribution and Subscription
Agreement pursuant to Section 12.01 thereof and (b) the date provided in
Section 1 for the undertaking contained in such Section and the date provided
in Section 2 for the undertaking contained in such Section.
Section 4. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of Belgium.
Section 5. Arbitration. All disputes arising out of or in connection
with this Agreement shall be finally settled under the Rules of Arbitration of
the International Chamber of Commerce in accordance with the procedures set
forth in the Shareholders Agreement.
[the remainder of this page is intentionally left blank]
- 2 -
The parties to this Agreement have signed or have caused this Agreement
on the date first written above, in three originals, each party acknowledging
to have received one original.
EPS,
By /s/ Xxxxxxxx xx Xxxxxx
---------------------------------
By /s/ Xxxxxxxxx Xxx Xxxxx
/s/ Xxxxxxx Adriaenssen
---------------------------------
BRC,
By /s/ Xxxxx Xxxxx Xxxxxx
---------------------------------
By /s/ Xxxxxxx Xxxxx Xxxxxxxx Xxxxx
---------------------------------
- 3 -
