Exhibit 99.2
VOTING AGREEMENT
This VOTING AGREEMENT (this "Agreement") is made and entered into as of
this 2nd day of February, 2005, by and among Pentland Securities (1981) Inc.
("Pentland"), a corporation incorporated under the laws of Canada, 4280661
Canada Inc. ("Subco")), a wholly-owned subsidiary of Pentland, and Xxxxxx Xxxxx,
Xx. Trust dated September 12, 1969 ("Coors Trust").
W I T N E S S E T H:
WHEREAS Molson Inc. ("Molson"), a corporation organized and existing under
the laws of Canada, Xxxxxx Xxxxx Company, a Delaware corporation (to be renamed
Molson Coors Brewing Company, the "Company") and Molson Coors Canada Inc., a
corporation organized and existing under the laws of Canada ("Exchangeco") have
entered into a Combination Agreement, dated as of July 21, 2004 as amended, (the
"Combination Agreement");
WHEREAS the Combination Agreement contemplates a plan of arrangement (the
"Plan");
WHEREAS Pentland and the Coors Trust are, directly or indirectly, the
controlling shareholders of Molson and the Company respectively;
WHEREAS each of Pentland, Subco and the Coors Trust will hold voting
securities in the Company following the implementation of the Plan, including in
the case of Pentland and Subco, Class A Exchangeable Shares of Exchangeco
exchangeable, subject to certain terms and conditions, for shares of the
Company's Class A Common Stock (as used herein, the "Company Shares");
WHEREAS each of Pentland and the Coors Trust believe that it is advisable
and in the best interests of the Company, Exchangeco and the parties to this
Agreement to unite the voting power of Pentland, Subco and the Coors Trust in
the Company in order to secure, so far as is practicable, continuity,
consistency and efficiency of governance of the Company;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the several parties hereto covenant and agree as follows:
ARTICLE I
AGREEMENT TO VOTE
Section 1.01. Each of Pentland, Subco and the Coors Trust agree that upon
the implementation of the Plan:
(a) the Class A Exchangeable Shares and all Ancillary Rights, including
the Voting Rights, associated therewith (each as defined in the Canadian
Voting Trust Agreement) that are or may from time to time be owned by
Pentland, Subco or the Coors Trust shall be voted or exercised in
accordance with the provisions of section 3.04 of the Canadian Voting
Trust Agreement; and
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(b) the Company Shares that are owned or may from time to time be owned by
the Coors Trust, Pentland or Subco shall be voted in accordance with the
provisions of section 3.04 of the U.S. Voting Trust Agreement.
ARTICLE II
FURTHER ASSURANCES
Section 2.01. In order to give effect to and assure performance of the
obligations of the parties hereunder, upon implementation of the Plan, the
parties hereby agree to enter into (a) the voting trust agreement substantially
in the form of the draft annexed hereto as Exhibit A, initialed for
identification by the parties (the "Canadian Voting Trust Agreement") with a
corporate trustee resident in Canada for purposes of the Income Tax Act
(Canada), and (b) the voting trust agreement substantially in the form of the
draft annexed hereto as Exhibit B, initialed by the parties for identification
(the "U.S. Voting Trust Agreement") with a corporate trustee (the Canadian
Voting Trust Agreement and the U.S. Voting Trust Agreement being referred to
collectively herein as the "Voting Trust Agreements").
ARTICLE III
TERMINATION
Section 3.01. This Agreement shall terminate upon the earliest to occur of
the following: (a) the date on which each of Pentland, Subco and the Coors Trust
agrees in writing to terminate this Agreement, (b) the date on which the
Combination Agreement is terminated without the Plan having become effective and
(c) the date each of the Voting Trust Agreements is terminated.
ARTICLE IV
MISCELLANEOUS
Section 4.01. Relationships Created Hereunder. The agreement created by
this Agreement is not intended to be, and shall not be treated as, a general
partnership, limited partnership, joint venture, corporation or joint stock
company or association.
Section 4.02. Notices. Any and all notices, requests, demands, or other
communications provided for hereunder shall be given in writing by personal
service or by registered or certified mail, postage prepaid, addressed to the
intended recipients at the addresses set forth in Exhibit C hereto or at such
other addresses as the intended recipients may have designated in written
notices to the other parties hereto. A notice shall be deemed to have been
received when delivered personally or five days after being mailed.
Section 4.03. Amendments. This Agreement may be amended by an instrument
or instruments in writing executed by Pentland and the Coors Trust.
Section 4.04. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective heirs,
legatees, executors, administrators and permitted assigns, including successors
to any party hereto by merger, consolidation or otherwise.
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Section 4.05. Gender and Number. With respect to words used in this
Agreement, the singular form shall include the plural form, the masculine gender
shall include the feminine or neuter gender, and vice versa, as the context
requires.
Section 4.06. Descriptive Headings. The descriptive headings of this
Agreement are for convenience of reference only and shall not define or limit
any of the terms or provisions hereof.
Section 4.07. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original but all of which taken
together shall constitute one instrument.
Section 4.08. Severability. If in any judicial proceedings a court shall
refuse to enforce any provision of this Agreement, then such unenforceable
provision shall be deemed eliminated from this Agreement for the purpose of
those proceedings to the extent necessary to permit the remaining provisions to
be enforced. To the full extent, however, that the provisions of any applicable
law may be waived, they are hereby waived to the end that this Agreement be
deemed to be a valid and binding agreement enforceable in accordance with its
terms.
Section 4.09. Governing Law. This Agreement shall be construed under, and
its validity determined by, the laws of the Province of Ontario and the federal
laws of Canada applicable therein.
Section 4.10. Remedies. The parties hereto shall have all remedies for
breach of this Agreement available to them provided by law or equity. Without
limiting the generality of the foregoing, the parties hereto agree that in
addition to all other rights and remedies available at law or in equity, the
parties hereto shall be entitled to obtain specific performance of the
obligations of each party to this Agreement and immediate injunctive relief and
that in the event any action or proceeding is brought in equity to enforce the
same, no party will urge, as a defense, that there is an adequate remedy at law.
Section 4.11. Voting Trust Agreements Paramountcy. Upon execution and
delivery of the Voting Trust Agreements, in the event of any conflict or
inconsistency between the terms of this Agreement and the terms of either or
both of the Voting Trust Agreements, the terms of each of the Voting Trust
Agreements, as applicable, shall prevail.
Section 4.12. Third Parties. Nothing in this Agreement, whether express or
implied, is intended to confer any rights or remedies under or by reason of this
Agreement on any persons other than the parties hereto and their respective
permitted transferees, successors and assigns, nor is anything in this Agreement
intended to relieve or discharge the obligation or liability of any third person
to any party to this Agreement, nor shall any provision give any third person
any right of subrogation or action over or against any party to this Agreement.
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IN WITNESS WHEREOF, the parties hereto have hereunto set their respective
hands as of the day and year first above written.
Pentland Securities (1981) Inc.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: President
4280661 Canada Inc.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: President
Xxxxxx Xxxxx, Xx. Trust dated
September 12, 1969
By: /s/ Xxxxx X. Xxxxx
------------------------------
Name: Xxxxx X. Xxxxx
Title: Chairman of Trustees
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EXHIBIT A
[CANADIAN VOTING TRUST AGREEMENT]
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EXHIBIT B
[U.S. VOTING TRUST AGREEMENT]
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EXHIBIT C
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Name/Address
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Pentland Securities (1981) Inc.
000 - 0xx Xxxxxx X.X.
0xx Xxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: The President
with a copy to:
Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP
0000 XxXxxx Xxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxx, Xxxxxx X0X 0X0
Attention: Me Xxxx Xxxxxx
Me Xxxxxxx Xxxxxxxx
Telecopy No.: (000) 000-0000
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4280661 Canada Inc.
000 - 0xx Xxxxxx X.X.
0xx Xxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: The President
with a copy to:
Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP
0000 XxXxxx Xxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxx, Xxxxxx X0X 0X0
Attention: Me Xxxx Xxxxxx
Me Xxxxxxx Xxxxxxxx
Telecopy No.: (000) 000-0000
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Name/Address
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Xxxxxx Xxxxx, Xx. Trust
dated September 12, 0000
Xxxx Xxxx XX000, X.X. Xxx 0000
Xxxxxx, XX 00000
Telecopy No.: (000) 000-0000
with a copy to:
Xxxxx Xxxxxx & Xxxxxx LLP
0000 00xx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxxx X. Xxxxxx, Esq.
Telecopy No.: 000-000-0000
