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Notification of resolutions of the 24th General Meeting of shareholders

Pursuant to provisions of the Financial Instruments Market Act and the Rules of the Ljubljana Stock Exchange, d.d., Pivovarna Laško, d.d., Trubarjeva 28, 3270 Laško hereby publishes resolutions adopted at the 24th General Meeting of shareholders of Pivovarna Laško, d.d., on Thursday, 12 November 2015 at the Lakšo Cultural Centre, Trg svobode 6, Laško:

 

Resolution on item 1: Opening of the Meeting, verifying attendance and appointment of the Voting Committee

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.

 

The General Meeting carried the above resolution by 6,158,441 FOR votes and 397 AGAINST votes, i.e. a 99.99% majority of FOR votes.

 

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

 

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."

 

The General Meeting carried the above resolution by 6,137,532 FOR votes and 2,642 AGAINST votes, i.e. a 99.95% majority of FOR votes.

 

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)

 

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 B.V. of 13 April 2015.

 

Resolution is merely informative and is not subject to vote.

 

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

The General Meeting carried the above resolution by 6,135,946 FOR votes and 2,397 AGAINST votes, i.e. a 99.96% majority of FOR votes.

 

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

 

The General Meeting carried the above resolution by 6,135,881 FOR votes and 2,461 AGAINST votes, i.e. a 99.96% majority of FOR votes.

 

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

 

The General Meeting carried the above resolution by 6,135,377 FOR votes and 4,798 AGAINST votes, i.e. a 99.92% majority of FOR votes.

 

        - Mr Markus Alfred Liebl, residing at Urfahrer Königsweg 6, 4040 Linz, Austria

 

The General Meeting carried the above resolution by 6,137,619 FOR votes and 2,556 AGAINST votes, i.e. a 99.95% majority of FOR votes.


None of the shareholders present at the General Meeting declared their intent to file an action for avoidance.

 

Out of the 8,745,488 shares carrying voting rights there were 6,158,838 shares or shareholder votes present at the General Meeting, constituting a 70.42% share of the company share capital carrying voting rights. The share capital of the company is divided into 8,747,652 shares with the code PILR.

 


Laško, 12 November 2015                                   Management Board of Pivovarna Laško, d.d.