Fountain Set (Holdings) Limited — Proxy Solicitation & Information Statement 2005

Mar 21, 2005

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SAN MIGUEL BREWERY HONG KONG LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 236)

PROXY FORM

I/We (note 1)

of

being registered holder(s) of (note 2)

shares of HK$0.50 each of San Miguel Brewery Hong

Kong Limited (the “Company”) hereby appoint the Chairman of the meeting (note 3) or

of

or failing him

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company to be held at the Langham Hotel, 8 Peking Road, Tsimshatsui, Kowloon, Hong Kong on Thursday, 7 April 2005 at 2:30 p.m. (or so soon thereafter as the extraordinary general meeting of the Company convened to be held on the same date at the same venue shall have been concluded or adjourned) and at any adjourment(s) thereof on the undermentioned ordinary resolution as indicated:

	See(note 4)	See(note 4)
	For	Against

To approve the master agreement dated 11 March 2005 (the “Agreement”) entered into between San Miguel Corporation, the ultimate controlling shareholder of the Company, and the Company, in respect of certain transactions and the proposed annual caps in relation to the transactions contemplated under the Agreement for each of the three financial years ending 31 December 2005, 2006 and 2007 as set out in the Company’s circular dated 21 March 2005.

As witness my/our hand this

day of 2005.

Signature(s)

Notes:

1. Please insert full name(s) and address(es) in BLOCK LETTERS .

2. Please insert the number of shares registered in your name(s). If no such indication is given, this proxy form will be deemed to relate to all the shares of the Company registered in your name(s).

3. If any proxy other than the Chairman of the meeting is preferred, please cross out the words “the Chairman of the meeting” herein and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE IN THIS PROXY FORM MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

4. Please indicate with an “X” in the appropriate space beside the resolution how you wish the proxy to vote on your behalf. In the absence of any such indication, the proxy will be entitled to vote for or against the resolution or will abstain at his discretion.

5. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either signed under its seal or under the hand of an officer or attorney duly authorised.

6. In the case of joint holders, any one of such persons may attend and vote at the meeting either personally or by proxy. If more than one of such joint holders is present at the meeting personally or by proxy, then the person whose name stands first on the Register of Members in respect of the joint holding shall alone be entitled to vote.

7. To be valid, this proxy form must be completed, signed and deposited at the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time of the meeting.

8. A proxy need not be a shareholder of the Company.