EXHIBIT 2.21
INSTRUMENT OF ACCESSION TO THE SHAREHOLDERS' AGREEMENT OF
COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV
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In compliance with the provisions of Clause 6.4.2 and as set forth in Clause
6.4.5 of the Shareholders' Agreement of Companhia de Bebidas das Americas -
AmBev, a corporation with headquarters in the City of Sao Paulo, State of Sao
Paulo, at ▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇,▇▇▇, ▇▇▇ floor, Itaim Bibi, enrolled
with the Brazilian Corporate Taxpayers' Registry (CNPJ/MF) under No.
02.808.708/0001-07 (the "Company"), executed on July 1st, 1999 by and among
Fundacao ▇▇▇▇▇▇▇ e ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Instituicao Nacional de
Beneficencia("FAHZ"), Braco S.A. (replaced, on May 31, 2004, by InBev Holding
Brasil S.A., which succeeded Braco S.A. in all of its rights and obligations
under referred Shareholders' Agreement) ("InBev Brasil"), and Empresa de
Administracao e Participacoes S.A. ("ECAP"), having the Company and others as
intervening parties, which was amended by its respective parties on March 2nd,
2004, having Interbrew S.A. as an intervening and beneficiary party under
referred amendment (the "Shareholders' Agreement"); INTERBREW INTERNATIONAL
B.V., a corporation duly organized and existing under the laws of The
Netherlands, with its principal business address at ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, File No. 2005440 ("IIBV"), and AMBREW S.A., corporation
duly organized and existing under the laws of Luxembourg, with its principal
business address at ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇, ▇, ▇▇▇▇ d'Activite Syrdall,
Luxembourg, enrolled with the commercial registry of Luxembourg under No. B
99525 ("AmBrew"), in their capacities as holders of the totality of shares
issued by the Company in replacement for Company's shares cancelled as a result
of the mergers (I) of ECAP into Inbev Brasil, on June 24, 2005, and (II) of
InBev Brasil into the Company, on July 28, 2005 (the "Shares"):
(i) ACKNOWLEDGE the existence and validity of the Shareholders'
Agreement;
(ii) ACKNOWLEDGE that, as set forth in Clause 6.4.1 of the
Shareholders' Agreement, the Shares are entirely bound by the
Shareholders' Agreement and, consequently, subject to all of its
terms and conditions; and
(iii) Expressly, irrevocably and irreversibly ADHERE to all terms and
conditions of the Shareholders' Agreement, thereby becoming
entitled and subject to all rights and obligations thereunder,
also irrevocably and irreversibly UNDERTAKING to respect and
unconditionally comply with all of referred terms and conditions.
Moreover, IIBV and AmBrew undertake to, in compliance with Clause 6.4.4. of the
Shareholders' Agreement, within no more than 5 (five) days counted from the date
hereof, by means of a notification to be sent to FAHZ with a copy to two
co-Chairmen of Company's Board of Directors, appoint the addresses to be
considered for any and all
matters relating to the Shareholders' Agreement including, without limitation,
summons and notifications that relate to their capacities as shareholders of the
Company, either judicial or extrajudicial.
As a consequence of the adhesion of both IIBV and AmBrew to the Shareholders'
Agreement that is hereby formalized, as of this date and as set forth in the
Shareholders' Agreement, all references in the Shareholders' Agreement to both
InBev Brasil and ECAP shall be deemed, with no exception, to be a reference to
both IIBV and AmBrew.
For the purposes of Article 118 of Law No. 6,404 of December 15, 1976, this
instrument shall be filed at the Company's headquarters.
Sao Paulo, July 28, 2005
/s/ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
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INTERBREW INTERNATIONAL B.V. AMBREW ▇.▇.
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ de ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Attorney in fact Attorney in fact
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