Pooblastilo en org zbiranje 24 skupscina

R E G I S T R A T I O N

A N D

P R O X Y

A U T H O R I S A T I O N

Shareholder (name and surname/company name): Address: Personal Identification Number/Registration Number: REGISTRATION I hereby register my attendance of the 24th General Meeting of Shareholders, which will be held on 12 November 2015 at 09:00 in the hall of the Laško Cultural Centre, Trg svobode 6, Laško. I will attend the General Meeting by proxy.

(Warning: Registration for the General Meeting with the use of this form is valid only if the shareholder duly completes the PROXY AUTHORISATION, i.e. circles a single proxy – number, enters the date and signs the form, and returns the form by post to the registered office of the Company in due time, by 8 November 2015 at the latest.

PROXY AUTHORISATION I hereby authorise: (Warning: You can authorise only ONE of the proxies listed below, by CIRCLING the number in front of the name of the proxy that you wish will represent you at the General Meeting.

If you do not select (circle) one of the proxies listed below and sign the form, the authorisation as well as the registration for the General Meeting shall be invalid.)

1.

KEBE Andrej, president of the Minority Shareholders Association of Pivovarna Laško (DMDPL)

2.

STANKOVIĆ Rajko, president Slovenia (MDS Association) 3.

of

the

Minority

Shareholders

Association

of

PanSlovenian Shareholders Association (VZMD)

4.

AUER Stojan, president of the Institute for Representation and Education of Small Shareholders Maribor (MD) to exercise on my behalf at the 24 th General Meeting of Shareholders of Pivovarna Laško, d.d., the voting right pertaining to ___________ shares of Pivovarna Laško, d.d., held by me, by voting for all proposed resolutions in accordance with the voting proposals of the proxy for each specific resolution, as listed under Section I of the Proxy Authorisation, unless I explicitly instruct the Proxy to act otherwise under Section I herein. In case of submitted counter-proposals (pursuant to Article 300 of the Companies Act (ZGD-1)), the shareholder hereby authorises the proxy to vote on counter-proposals at his own discretion.

By granting this proxy authorisation I hereby revoke all and any prior given authorisation for representation at the 24th General Meeting of the Company.

Date: ______________________Shareholder's signature:______________________________

(*legal entities must

also provide a stamp) READ CAREFULLY: With this Proxy Authorisation I hereby authorise the selected proxy to attend the General Meeting and vote in accordance with the voting proposals listed below for each specific proposed resolution in Section I of this Proxy Authorisation, or at his own discretion in the event of counter-proposals, submitted after the issuing of this Proxy Authorisation.

If you wish to give the selected proxy different voting instruction as proposed by the proxy, you can do so, by circling "For" or "Against" below each specific

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proposed resolution under Section I of this Proxy Authorisation and signing your name.

If you do not wish that the selected proxy votes on potential counter-proposals at his own discretion, sign your name at the end of the Proxy Authorisation under Section II. Proxy Authorisation of minors or persons who lack legal capacity must be signed by their legal representatives (parents, legal guardians).

The Registration and Proxy Authorisation Form must be duly completed and RETURNED to the address of the public limited company BY 8 NOVEMBER 2015 AT THE LATEST. Registration and proxy authorisation forms received by the Company after the abovespecified date are considered void and will not be considered.

The registration and proxy authorisation form applies only to the 24 th General Meeting of Shareholders of Pivovarna Laško, d.d.

I. PROXY INSTRUCTIONS FOR EACH PROPOSED RESOLUTION General Meeting Agenda: 1. Opening of the Meeting, verification of attendance and appointment of the Voting Committee 2. Amendments of the Articles of Association of the company Pivovarna Laško, d.d.

3. Acknowledgement of resignation statements submitted by members of the Supervisory Board (shareholder representatives) and election of new members of the Supervisory Board (shareholder representatives) PROPOSED RESOLUTIONS (The proposer of resolutions to items 1, 2 and 3 of the Agenda, is the shareholder Bank Asset Management Company, d.d., Ljubljana; hereinafter: DUTB).

Resolution on item 1: Opening of the Meeting, verifying attendance and appointment of the Voting Committee Proposed resolution: Chair of the Meeting, Mr Stojan Zdolšek, attorney-at-law, verifies the attendance and representation of capital and shareholders' votes.

The Voting Committee, composed of Mr Simon Novak, Ms Alenka Petru Romih and Ms Alenka Potokar, is appointed.

The Meeting is attended by Ms Katja Fink, Notary Public, from Celje.

Voting instructions for the proxy: I, the shareholder, hereby instruct the proxy to vote on the above resolution, as follows: FOR AGAINST (circle

the

relevant

vote) Shareholder's ____________________

signature:

Proxy's voting proposal: If the shareholder does not give other voting instructions on the above-specified proposed resolution, I, the proxy, under number 1, 2, 3 and 4, shall vote FOR the proposed resolution.

Reasoning: Upon calling the Meeting, the shareholder, Bank Asset Management Company, d.d., Ljubljana, proposed a resolution to provide for the chairing of the Meeting pursuant to the Rules of Procedure of the General Meeting (hereinafter: the Rules). The chair of the Meeting first verifies the attendance and representation of capital and shareholders' votes at the Meeting and then chairs the Meeting in accordance with Article 4 of the Rules. Pursuant to Article 9 of the Rules a threemember Voting Committee must also be elected. Pursuant to provisions of the Companies Act (ZGD-1) and Article 9 of the Rules the Meeting is also attended by a Notary Public who verifies the legality of the Call and the course of the Meeting, and compiles minutes of the meeting which is then submitted to the court register.

Resolution on item 2: Amendments of the Articles of Association of the company Pivovarna Laško, d.d.

Proposed resolution:

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In the 1st sentence of paragraph II of Article 12 of the Articles of Association the word "five" is replaced with the word "seven".

In the 2nd sentence of paragraph II of Article 12 of the Articles of Association the text “whereby the members of the Management Board are elected upon the proposal of the president of the Management Board” after the words “Supervisory Board” is deleted.

In Article 14 a of Articles of Association a new paragraph II is added, as follows: "Members of management bodies of the company Heineken N.V., Amsterdam or its employees or employees of any of its subsidiaries, who are or could have been in a competitive relationship with respect to the activities of the Company, can be elected as members of the Management Board of the Company" In Article 16 a new paragraph II is added, as follows: "Members of management or supervisory bodies of the company Heineken N.V., Amsterdam, or its employees, or employees of any of its subsidiaries, who are or could have been in a competitive relationship with respect to activities of the company, can be elected as members of the Supervisory Board of the Company."

Voting instructions for the proxy: I, the shareholder, hereby instruct the proxy to vote on the above resolution, as follows: FOR AGAINST (circle

the

relevant

vote) Shareholder's ____________________

signature:

Proxy's voting proposal: If the shareholder does not give other voting instructions on the above-specified proposed resolution, I, the proxy, under number 1, 2, 3 and 4, shall vote FOR the proposed resolution.

Reasoning: Pursuant to the 3rd paragraph of Article 295 of the ZGD-1, upon calling the Meeting, the shareholder Bank Asset Management Company, d.d., Ljubljana, proposed that under item 2 the Meeting addresses the amendments of the Articles of Association of Pivovarna Laško, d.d. The shareholder proposed that the number of members of the Management Board increases to a maximum of seven (instead of five) and that the provision, stipulating that the members of the Management Board are elected upon proposal of the president of the Management Board, is deleted. The Bank Asset Management Company also proposed the provision on competition clause so that members of the management and supervisory bodies at Heineken N.V. Amsterdam, its employees or employees of any of its subsidiaries, who are or could have been in a competitive relationship with respect to activities of the company, can be elected as members of the Management Board or Supervisory Board of Pivovarna Laško, d.d. Thereby, in accordance with the provision of Article 41 of the Companies Act (ZGD-1) on the prohibition of competition, relevant legal grounds will be provided for the election of the specified persons in the Management Board and Supervisory Board of Pivovarna Laško, d.d.

Resolution to item 3: Acknowledgment of resignation statements of the members of the Supervisory Board (shareholder representatives) and election of new members of the Supervisory Board (shareholder representatives) Proposed resolution: 3.1. The Meeting acknowledged that the members of the Supervisory Board of Pivovarna Laško, d.d. (shareholder representatives) Mr Goran Brankovič, Mr Peter Groznik, Mr Jože Bajuk and Mr Janez Škrubej submitted their resignation statements, which enter into effect on the date of completion of the Agreement on the sale of shares of Pivovarna Laško, d.d., concluded between a consortium of sellers and the company Heineken International B.V. of 13 April 2015.

Resolution is merely informative and is not subject to vote.

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Proposed resolution: 3.2. The Meeting elects the following persons as members of the Supervisory Board of Pivovarna Laško, d.d. (shareholder representatives) for a term of 4 (four) years, beginning on the day after their election at the Meeting: - Ms Marta Natalia Bulhak, residing at Valeriusstraat 123hs, 1075 ES Amsterdam, Netherlands, Voting instructions for the proxy: I, the shareholder, hereby instruct the proxy to vote on the above resolution, as follows: FOR AGAINST (circle the relevant vote) Shareholder's signature: ____________________ Proxy's voting proposal: If the shareholder does not give other voting instructions on the above-specified proposed resolution, I, the proxy, under number 1, 2, 3 and 4, shall vote FOR the proposed resolution.

- Mr Lucas Antonius van Haastrecht, residing at Harddraverslaan 10, 2082 HM Santpoort Zuid, Netherlands.

Voting instructions for the proxy: I, the shareholder, hereby instruct the proxy to vote on the above resolution, as follows: FOR AGAINST (circle the relevant vote) Shareholder's signature: ____________________ Proxy's voting proposal: If the shareholder does not give other voting instructions on the above-specified proposed resolution, I, the proxy, under number 1, 2, 3 and 4, shall vote FOR the proposed resolution.

Proposed resolution: 3.3. The Meeting elects the following persons as members of the Supervisory Board of Pivovarna Laško, d.d. (shareholder representatives) for a term of 4 (four) years, which begins on the day following the entry of the amendments of the Articles of Association in the court register: - Mr Dimitar Alexiev Dimitrov, residing at Artemisstraat 56, 1076 DW Amsterdam, Netherlands Voting instructions for the proxy: I, the shareholder, hereby instruct the proxy to vote on the above resolution, as follows: FOR AGAINST (circle the relevant vote) Shareholder's signature: ____________________ Proxy's voting proposal: If the shareholder does not give other voting instructions on the above-specified proposed resolution, I, the proxy, under number 1, 2, 3 and 4, shall vote FOR the proposed resolution.

- Mr Markus Alfred Liebl, residing at Urfahrer Königsweg 6, 4040 Linz, Austria Voting instructions for the proxy: I, the shareholder, hereby instruct the proxy to vote on the above resolution, as follows: FOR AGAINST

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(circle

the

relevant

vote) Shareholder's ____________________

signature:

Proxy's voting proposal: If the shareholder does not give other voting instructions on the above-specified proposed resolution, I, the proxy, under number 1, 2, 3 and 4, shall vote FOR the proposed resolution.

Reasoning: Pursuant to the 3rd paragraph of Article 295 of the ZGD-1, upon calling the Meeting, the shareholder, Bank Asset Management Company, d.d., Ljubljana, first proposed the adoption of an informative resolution that the members of the Supervisory Board (shareholders' representatives) Mr Goran Brankovič, Mr Peter Groznik, Mr Jože Bajuk and Mr Janez Škrubej submitted their resignation statements, which enter into effect on the date of completion of the Agreement on the sale of shares of Pivovarna Laško, d.d., concluded between a consortium of sellers and the company Heineken B.V., Amsterdam of 13 April 2015. Thus, in the remaining part of the proposed resolution the shareholder, Bank Asset Management Company, d.d., proposed that the persons/candidates, listed in the proposed resolution, who are representatives of the Buyer, i.e. the company Heineken International B.V., are appointed as the new members of the Supervisory Board (shareholders' representatives) for a term of 4 years, which begins on the day after their appointment at the General Meeting or on the day after the entry of changes in the court register.

A short presentation of candidates: 1. Ms Marta Natalia Bulhak is a Master of International Economics who graduated from the University of Warsaw, Poland. In 2015 she was appointed as the Senior HR Director Europe. She began her career as a business consultant. In 1997 she joined the Zywiec Group in Poland, which is a part of the Heineken Group. In the Zywiec Group she held several leadership and management positions, e.g. Corporate Treasury Manager, Supply Chain Director and HR Director. Since 2012 she has been working for Heineken International as one of the leading HR officers of the Heineken Group.

2. Mr Lucas Antonius van Haastrecht has a master’s degree in the field of Econometrics (from the University of Groningen, the Netherlands) and a degree in Administrative Organisation (from the University of Amsterdam, the Netherlands). In 2015 he was appointed as the Director Business Control Europe. In this role he is responsible for 14 European countries from a Finance perspective. He has been working for Heineken since 1988. Until 2011 he held several management positions in the field of controlling and finance, including the functions of Finance Director of Heineken Ireland and Finance Manager at Brau Holding International in Germany. From 2011 to 2015 he was Global Business Development Director at Heineken International.

3. Mr Dimitar Alexiev Dimitrov has a degree in Economics from the University of Varna, Bulgaria. In 2015 he was appointed as the Managing Director Europe at Heineken International, with responsibility for Heineken companies in Belgium, Bulgaria, Croatia, Czech Republic, Germany, Greece, Hungary, Ireland, Macedonia, Serbia, Slovakia, Switzerland and Europe Exports. He began his career at Heineken in 1995 as the General Manager of Heineken Bulgaria. In 2005 he was appointed as the Managing Director of Heineken Slovakia, and in 2008 as the Managing Director of Heineken Russia. In 2013 he was appointed as the Managing Director of Heineken for Central Europe.

4. Mr Markus Alfred Liebl holds a degree in Foods and Fermentation Technology from the Vienna University of Agricultural Sciences and a legal degree from the universities of Vienna and Salzburg, Austria. He has been the Managing Director of Brau Union Austria since 2007. He joined Brau Union in 1984 (which became member of the Heineken group in 2003) and held several management positions. He is Member of the Board of the Federation of Austrian Industry, Deputy President of the Austrian Brewery Association and the Deputy President of the Austrian Branded Goods Association.

II. VOTING ON COUNTER-PROPOSALS

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In the event of submitted counter-proposal for each specific item on the agenda after the issuing of this authorisation I, the shareholder, do not authorise the proxy to vote on such proposals at his own discretion.

Shareholder's ____________________

signature:

Reasoning: If the shareholder signs the section I, the proxy, will not vote on potential counter-proposals submitted after the issuing of this authorisation.

However, if the shareholder does not sign this section, I, the proxy, will vote on potential proposals at my own discretion.

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