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

Mar 14, 2005

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in San Miguel Brewery Hong Kong Limited, you should at once hand this circular to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for delivery to the purchaser.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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SAN MIGUEL BREWERY HONG KONG LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 236)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

The notice convening an extraordinary general meeting (“EGM”) of San Miguel Brewery Hong Kong Limited (the “Company”) to be held at the Langham Hotel, 8 Peking Road, Tsimshatsui, Kowloon, Hong Kong on Thursday, 7 April 2005 at 2:15 p.m. (or so soon thereafter as the annual general meeting of the Company convened to be held on the same date at the same venue shall have concluded or adjourned), at which amendments to be made to the Articles of Association of the Company will be considered. Notice of the EGM is set out on pages 6 to 19 of this circular.

Whether or not you propose to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the registered office of the Company at 9th Floor, Citimark Building, 28 Yuen Shun Circuit, Siu Lek Yuen, Shatin, New Territories, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjourned meeting thereof should you so wish.

11 March 2005

CONTENTS

	Page
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Proposed amendments to the Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6

LETTER FROM THE BOARD

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SAN MIGUEL BREWERY HONG KONG LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 236)

Executive Directors: Ramon A. de la Llana (Managing Director) Thomas R. Mainwaring

Non-executive Directors: Francisco C. Eizmendi, Jr. (Chairman) Ramon S. Ang Ferdinard K. Constantino Faustino F. Galang Francis H. Jardeleza Estelito P. Mendoza Gabriel L. Villareal

Registered Office: 9th Floor Citimark Building 28 Yuen Shun Circuit Siu Lek Yuen Shatin, New Territories Hong Kong

Independent non-executive Directors: David K. P. Li Wai Sun Ng Ian F. Wade

11 March 2005

To the Shareholders

Dear Sir or Madam,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to seek your approval to amend the articles of association of the Company (“Articles of Association”). Your approval will be sought at the EGM to be held on Thursday, 7 April 2005 at 2:15 p.m. (or so soon thereafter as the annual general meeting of the Company convened to be held on the same date at the same venue shall have concluded or adjourned).

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LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

• A. The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) has recently revised the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”). Such amendments relate to:

• (i) corporate governance issues;

• (ii) provisions set out in Appendix 3 to the Listing Rules with which a listed company’s constitutional documents should conform, which came into effect on 31 March, 2004; and

• (iii) Code on Corporate Governance Practices contained in Appendix 14 to the Listing Rules which came into effect on 1 January, 2005 (“Code”).

In connection with these amendments and to bring the Articles of Association in line with the current market practice in Hong Kong, various amendments are proposed including the following:

Article 4 will be amended to reflect the requirement of the Listing Rules where the voting restriction is attached to shares.

Article 6 will be amended to reflect the restriction on freezing or impairing of the rights attaching to any shares by reason only that the person or persons who are interested directly or indirectly in those shares have failed to disclose their interests to the Company.

Article 7 will be amended to reflect the restriction on purchase for redemption a redeemable share.

Articles 17, 21 and 41 will be amended to reflect the restriction on fees charged by the Company for share certificates.

Article 18 will be amended to comply with the requirement under the amended Appendix 3 of the Listing Rules for issuing certificates/share warrant.

Article 37 will be amended to reflect the restriction on receipt of dividend by members who have made payment in advance of a call.

Article 82 will be amended to reflect the restrictions on voting by the shareholders imposed by the Listing Rules.

Article 104 will be amended to provide that a Director is not allowed to vote on any resolution of the Board approving any contract or arrangement or any other proposal in which he or any of his associates has a material interest nor shall he be counted in the quorum present at the meeting.

Article 109 will be amended to set out a minimum period during which notice may be given by a person other than a Director to propose a person for election as a Director.

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LETTER FROM THE BOARD

Article 161 will be amended to provide for the power of the Company to sell the shares of the untraced members.

Article 105 will be amended to provide for the certainty that every Director shall be subject to retirement by rotation at least once every three years, in accordance with the Code.

Article 129A will be amended to provide for the participation of meetings of the Board or its committee by conference telephone or similar form of communication equipment, in line with the Code.

• B. With the commencement of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “SFO”) on 1 April 2003, the Securities and Futures (Clearing Houses) Ordinance (Chapter 420 of the Laws of Hong Kong) (the “repealed Ordinance”) was repealed. As the existing Articles of Association have made reference to the repealed Ordinance, the Directors propose to amend the existing Articles of Association so as to bring them in line with the changes brought upon by the enactment of the SFO.

• C. The Companies (Amendment) Ordinance 2003 came into operation on 13 February 2004 (except sections 158C(1)(a) and (b)). Major changes brought about by the amendments include removal of a director by ordinary resolution notwithstanding any provision in the company’s articles of association (or equivalent document) and that a director shall be vicariously liable for torts committed by his alternate unless stipulated otherwise in the articles of association (or equivalent documents). A company is also allowed to purchase and maintain for any of its officers and auditors insurance against certain types of liability to the company or a related company.

It is proposed that the Articles of Association be amended to provide for removal of a director by ordinary resolution and to purchase and maintain for any of its officers and auditors insurance against certain types of liability to the company or a related company. It is also proposed that the period within which share certificates should be issued after allotment or lodgement of a transfer be changed from two months to ten business days, in conformity with the relevant provision in the Companies (Amendment) Ordinance 2003. It is also proposed that the Articles of Association relating to corporation acting by representatives will be amended to provide that a corporation present by proxy can also vote on a show of hands, in line with the provision of the Companies Ordinance (as amended) and market practice.

• D. According to the amendments to the Listing Rules regarding financial reporting which became effective in early 2002, the Company, in accordance with the applicable laws of its place of incorporation and its constitutional documents, may offer the shareholders of the Company (“Shareholders”) (i) the choice to receive a summary financial report (the “Summary Financial Report”) in place of the annual report and accounts; (ii) the choice to choose not to receive a printed copy of the Summary Financial Report or the annual report and accounts as well as notices and other documents and to receive such documents by means of electronic communication or to rely on the versions of these documents that will be published on the website of the Company (if any); and (iii) the choice of receiving documents in either English or Chinese only or in both English and Chinese.

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LETTER FROM THE BOARD

In order to achieve such flexibility, the Directors wish to seek the approval of the Shareholders in the EGM for the proposed amendments to the Articles of Association which will enable the Company, to the extent permitted by the Listing Rules, the laws of Hong Kong and the Articles of Association, to offer the Shareholders the choices referred to in the paragraph above when it becomes desirable to do so. It should be noted that even if the Shareholders vote in favour of the special resolution approving such amendments, they will still be able to choose to receive printed copies of the annual report and accounts, notices and other documents in the event the Company does offer the said choices to the Shareholders pursuant to the amended Articles of Association.

In the circumstances, in order to comply with the aforesaid requirements and to bring the Articles of Association up to date and in line with the current practice in Hong Kong, a special resolution to amend the Articles of Association will be proposed at the EGM. Full details of the proposed amendments to the Articles of Association are listed in the resolution contained in the notice convening the EGM as set out on pages 6 to 19 of this circular.

EXTRAORDINARY GENERAL MEETING

The EGM will be held at the Langham Hotel, 8 Peking Road, Tsimshatsui, Kowloon, Hong Kong on Thursday, 7 April 2005 at 2:15 p.m. (or so soon thereafter as the annual general meeting of the Company convened to be held on the same date at the same venue shall have concluded or adjourned). Notice of the EGM is set out on pages 6 to 19 of this circular.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the registered office of the Company at 9th Floor, Citimark Building, 28 Yuen Shun Circuit, Siu Lek Yuen, Shatin, New Territories, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjourned meeting thereof should you so wish.

Pursuant to Article 76 of the existing Articles of Association, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) demanded:

• (i) by the chairman of the meeting; or

• (ii) by at least three members present in person (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or

• (iii) by any member or members present in person (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

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LETTER FROM THE BOARD

• (iv) by a member or members present in person (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

RECOMMENDATION

The Directors believe that the proposed amendments to the Articles of Association are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders vote in favour of the resolution to be proposed at the EGM.

Yours faithfully

For and on behalf of the Board

San Miguel Brewery Hong Kong Limited Ramon A. de la Llana Managing Director

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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SAN MIGUEL BREWERY HONG KONG LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 236)

Notice is hereby given that the EGM will be held at the Langham Hotel, 8 Peking Road, Tsimshatsui, Kowloon, Hong Kong on Thursday, 7 April 2005 at 2:15 p.m. (or so soon thereafter as the annual general meeting of the Company convened to be held on the same date at the same venue shall have concluded or adjourned) to consider and, if thought fit, pass with or without amendments, the following resolution as a special resolution:

• “ THAT the existing Articles of the Association of the Company be and are hereby altered by:

• amending Article 2 as follows:

• (1) adding the following definitions:

“associate” in relation to any Director, shall have the meaning ascribed to it under the Listing Rules as amended from time to time;

“corporate representative” shall mean any person appointed to act in that capacity pursuant to Article 93(A) or 93(B);

“electronic communication” shall mean a communication sent by electronic transmission in any form through any medium;

“Listing Rules” shall mean the Rules Governing the Listing of Securities on the Stock Exchange (as amended from time to time);

“Stock Exchange” shall mean The Stock Exchange of Hong Kong Limited (or its successor);

• (2) deleting the definition of “Hong Kong” and substituting therefor the following:

“Hong Kong” shall mean the Hong Kong Special Administrative Region of the People’s Republic of China;

• (3) inserting the words “(including an electronic communication)” after the words “legible and non-transitory form” in the definition of “”writing” or “printing””; and

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (4) inserting immediately after the following paragraph:

“References to any Articles by number are to the particular Article of these Articles.”

the following additional paragraph:

“References to a document being executed include references to it being executed under hand or under seal or by electronic signature or by any other method and references to a notice or document include a notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not.”

1. in Article 4:

adding the words “provided always that where the Company issues shares which do not carry voting rights, the words “non-voting” shall appear in the designation of such shares and where the equity capital includes shares with different voting rights, the designation of each class of shares, other than those with the most favourable voting rights, must include the words “restricted voting” or “limited voting”” after the close bracket following the words “as the Board may determine”.

1. in Article 6:

adding the sub-paragraph (D) after the sub-paragraph (C) as follows:

• (D) Subject to all the impairments, restrictions and conditions imposed by the laws and the courts of Hong Kong, no power shall be taken by the Company to freeze or otherwise impair any of the rights attaching to any shares by reason only that the person or persons who are interested directly or indirectly in those shares have failed to disclose their interests to the Company.”

• in Article 7:

deleting Article 7 in its entirety and substituting therefor the following:

• “7. The Company may exercise any powers conferred or permitted by the Companies Ordinance or any other ordinance from time to time to purchase or otherwise acquire its own shares or warrants (including redeemable shares) at any price or to give, directly or indirectly, by means of a loan, guarantee, the provision of security or otherwise, financial assistance for the purpose of or in connection with a purchase or other acquisition made or to be made by any person of any shares or warrants in the Company and should the Company purchase or otherwise acquire its own shares or warrants neither the Company nor the Board shall be required to select the shares or warrants to be purchased or otherwise acquired rateably or in any other particular manner as between the holders of shares or warrants of the same class or as between them and the holders of shares or warrants of any other class or in accordance with

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NOTICE OF EXTRAORDINARY GENERAL MEETING

the rights as to dividends or capital conferred by any class of shares, provided always that any such purchase or other acquisition or financial assistance shall only be made or given in accordance with any relevant rules or regulations issued by the Stock Exchange or the Securities and Futures Commission of Hong Kong from time to time in force, and provided further that in the case of purchases of redeemable shares, (i) purchases not made through the stock market or by tender shall be limited to a maximum price as may from time to time be determined by the Company in general meeting, either generally or with regard to specific purchases, and (ii) if purchases are by tender, tenders shall be available to all members alike.

1. in Article 17:

2. (1) deleting the words “two months” in the first sentence thereof and substituting therefor the words “ten business days”;

3. (2) deleting the words “or within such other period as the conditions of issue shall provide” in the brackets and substituting therefor “or within such other period as the Stock Exchange may from time to time prescribe in the Listing Rules”;

4. (3) deleting the words “HK$2 for every certificate after the first or such lesser sum as the Board shall from time to time determine” and substituting therefor the words “a fee as the Board may from time to time determine which shall not exceed the maximum fee prescribed from time to time by the Stock Exchange for every certificate after the first “;

5. (4) adding at the end thereof the sentence “In this Article, “business day” means any day on which a recognized stock market (as defined in the Companies Ordinance) is open for the business of dealing in securities.”

6. in Article 18:

adding a sentence “The seal of the Company shall only be affixed with the authority of the Board.” after the first sentence.

1. in Article 21:

deleting the words “HK$2” and substituting therefor the words “the maximum fee prescribed from time to time by the Companies Ordinance or by the Stock Exchange or other applicable regulatory authority”.

1. in Article 28:

deleting the words “a leading English language daily newspaper” and substituting therefore the words “both an English language newspaper in English and a Chinese language newspaper in Chinese”.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. in Article 37:

adding the words “, provided that not until a call is made, any payment in advance of a call shall not entitle the member to receive any dividend or to exercise any other rights or privileges as a member in respect of the shares or the due portion of the shares upon which payment has been advanced by such member before it is called up” after the words “may decide”.

1. in Article 41:

deleting the provision in sub-paragraph (i) in its entirety and substituting therefor the following:

“a fee as the Board may from time to time required (which shall not exceed the maximum fee prescribed from time to time by the Stock Exchange) is paid to the Company in respect thereof;”.

1. in Article 72:

deleting all the words after the words “present in person” and substituting therefor the words “or by a duly authorised corporate representative or by proxy and entitled to vote” in the first sentence.

1. in Article 76(ii), (iii) and (iv):

deleting the words “(or, in the case of a member being a corporation, by its duly authorised representative)” and substituting therefor the words “or by a duly authorised corporate representative”.

1. in Article 82:

2. (1) deleting the words “(being an individual)”;

3. (2) deleting the words “(being a corporation) is present by a representative duly authorised under Section 115 of the Companies Ordinance”, and substituting therefor the words “by a duly authorised corporate representative or by proxy”;

4. (3) deleting the words “(being a corporation) by duly authorised representative”, and substituting therefor the words “by a duly authorised corporate representative”; and

5. (4) adding the following at the end thereof:

“Where any member is, under the Listing Rules as amended from time to time, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such member in contravention of such requirement or restriction shall not be counted.”

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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. in Article 87, deleting the second, third and fourth sentences, and substituting therefor the following:

“Votes may be given either personally or by a duly authorised corporate representative or by proxy. A member who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a member. In addition, a proxy or proxies representing either an individual member or a member which is a corporation, shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise, including the right to vote individually on a show of hands.”

1. in Article 92, deleting the words “duly authorised representative of a corporation”, and substituting therefor the words “duly authorised corporate representative”.

2. in Article 93:

3. (1) renumbering the existing article as the sub-paragraph (A) and adding the following words at the end thereof:

“or by one or more proxies. Nothing in this Article shall prevent a corporation which is a member of the Company from appointing one or more proxies to represent it pursuant to Article 87.”; and

• (2) adding the sub-paragraph (B) after the sub-paragraph (A) as follows:

  • “(B) Where a member is a recognised clearing house within the meaning of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), it may authorise such person or persons as it thinks fit to act as its representative or representatives at any meeting of the Company or at any meeting of any class of members of the Company provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such person is so authorised. The person so authorised under the provision of this Article shall be entitled to exercise the same powers on behalf of such clearing house which he represents as such clearing house (or its nominee) could exercise if it were an individual member of the Company.”

• in Article 103(A)(vii), deleting the words “a special resolution” and substituting therefor “an ordinary resolution”.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. in Article 104, deleting the existing sub-paragraphs (B)(iii) and (iv) and substituting the following new sub-paragraphs B(iii) and (iv):

2. “(iii) A Director shall not vote or be counted in the quorum in respect of any contract, arrangement or other proposal in which he or his associate(s) is/are materially interested, and if he shall do so his vote shall not be counted, but this prohibition shall not apply to any contract, arrangement or other proposal for or concerning:

   • (a) the giving of any security or indemnity either:

     • (I) to the Director or his associate(s) in respect of money lent or obligations incurred or undertaken by him or any of them at the request of or for the benefit of the Company or any of its subsidiaries; or

     • (II) to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his associate(s) has himself/ themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security; and/or

   • (b) an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase where the Director or his associate(s) is/are or is/are to be interested as a participant in the underwriting or subunderwriting of the offer; and/or

   • (c) any other company in which the Director or his associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the Director or his associate(s) is/are beneficially interested in shares or securities of that company, provided that the Director and any of his associates are not in aggregate beneficially interested in 5% or more of the issued shares or securities of any class of such company (or of any third company through which his interest or that of his associates is derived) or of the voting rights attached to such issued shares or securities; and/or

   • (d) the benefit of employees of the Company or any of its subsidiaries including:

     • (I) the adoption, modification or operation of any employees’ share scheme or any share incentive or share option scheme under which the Director or his associate(s) may benefit; or

     • (II) the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to Directors, his associates and employees of the Company or any of its subsidiaries and does not provide in respect of any Director, or his associate(s), as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates; and/or

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (e) any contract or arrangement in which the Director or his associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company.

• (iv) (a) A company shall be deemed to be a company in which a Director and/or his associate(s) owns 5% or more if and so long as (but only if and so long as) he and/or his associate(s) (either directly or indirectly) is/are the holders of or beneficially interested in 5% or more of any class of the equity share capital of such company or of the voting rights available to members of such company (or any third company through which his/their interest or that of any of his associates is derived) or of the voting rights of any class of shares available to shareholders of the Company. For the purpose of this paragraph there shall be disregarded any shares held by a Director or his associate(s) as bare or custodian trustee and in which he or any of them has no beneficial interest, any shares comprised in a trust in which the interest of the Director or his associate(s) is/ are in reversion or remainder if and so long as some other person is entitled to receive the income thereof, and any shares comprised in an authorised unit trust scheme in which the Director or his associate(s) is interested only as a unit holder and any shares which carry no voting right at general meetings and very restrictive dividend and return of capital right.

• (b) Where a company in which a Director and/or his associate(s) holds 5% or more of any class of the equity share capital of such company or of the voting rights of any class of shares available to shareholders of the Company is/are materially interested in a transaction, then that Director shall also be deemed materially interested in such transaction.

• (c) If any question shall arise at any meeting of the Board as to the materiality of the interest of a Director (other than the chairman of the meeting) or his associate(s) or as to the entitlement of any Director (other than such chairman) to vote or be counted in the quorum and such question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, such question shall be referred to the chairman of the meeting and his ruling in relation to such other Director or his associate(s) shall be final and conclusive except in a case where the nature or extent of the interest of the Director or his associate(s) concerned as known to such Director has not been fairly disclosed to the Board. If any question as aforesaid shall arise in respect of the chairman of the meeting or his associate(s) such question shall be decided by a resolution of the Board (for which purpose such chairman and any of the other directors present who are materially interested in the contract or arrangement in question shall be counted in the quorum but shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of such chairman or his associate(s) as known to such chairman has not been fairly disclosed to the Board.”

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NOTICE OF EXTRAORDINARY GENERAL MEETING

19. in Article 105:

adding the following sentence after the first sentence of sub-paragraph (A):

“In addition, there shall also be required to retire by rotation any Director who at an annual general meeting of the Company shall have been a Director at each of the preceding two annual general meetings of the Company and who was not elected or re-elected at either such annual general meeting and who has not otherwise ceased to be a Director (either by resignation, retirement, removal or otherwise) and been re-elected by general meeting of the Company at or since either such annual general meeting.”

20. in Article 109:

deleting all the words appearing in Article 109 after the word “Company” and substituting the following:

“at its registered office in the period commencing no earlier than the day after the despatch of the notice of the meeting appointed for such election and ending no later than seven days prior to the date of such meeting, provided that such period shall be at least seven days.”

21. in Article 111:

deleting the words “special resolution remove any Director” and substituting therefor “ordinary resolution remove any Director (including a Managing, Joint Managing, Deputy Managing or other Executive Director)”.

1. in Article 125:

deleting the words “90 and 91” and substituting therefor “123 and 124”.

1. in Article 129:

Inserting the following new Article 129A after the existing Article 129:

“129A. Any Director or his alternate may validly participate in a meeting of the Board or a committee of the Board through the medium of conference telephone or similar form of communication equipment, provided that all persons participating in the meeting are able to hear and speak to each other throughout such meeting. A person so participating shall be deemed to be present in person at the meeting and shall accordingly be counted in a quorum and be entitled to vote. Such a meeting shall be deemed to take place where the largest group of those participating is assembled or, if there is no group which is larger than any other group, where the Chairman of the meeting then is.”;

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NOTICE OF EXTRAORDINARY GENERAL MEETING

24. in Article 161:

adding the following new Article 161A after the existing Article 161:

“Untraceable Members

• 161A. (a) Without prejudice to the rights of the Company under Article 160, the Company may cease sending such cheques for dividend entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on two consecutive occasions. However, the Company may exercise the power to cease sending cheques for dividend entitlements or dividend warrants after the first occasion on which such a cheque or warrant is returned undelivered.

• (b) The Company shall have the power to sell, in such manner as the Board thinks fit, any shares of a member who is untraceable, but no such sale shall be made unless:

  • (i) all cheques or warrants, being not less than three in total number, for any sum payable in cash to the holder of such shares in respect of them sent during the relevant period in the manner authorised by these Articles have remained uncashed;

  • (ii) so far as it is aware at the end of the relevant period, the Company has not at any time during the relevant period received any indication of the existence of the member who is the holder of such shares or of a person entitled to such shares by death, bankruptcy or operation of law; and

  • (iii) the Company has caused an advertisement to be published in English in an English language daily newspaper and in Chinese in a Chinese language daily newspaper (provided that the aforesaid daily newspapers shall be included in the list of newspapers issued and published in the Hong Kong Government Gazette for the purpose of section 71A of the Companies Ordinance) giving notice of its intention to sell such shares and has notified the Stock Exchange of such intention and a period of three months has elapsed since the date of such advertisement.

For the purpose of this Article, “relevant period” means the period commencing twelve years before the date of publication of the advertisement referred to in paragraph (iii) of this Article and ending at the expiry of the period referred to in that paragraph.

To give effect to any such sale the Board may authorise any person to transfer the said shares and instrument of transfer signed or otherwise executed by or on behalf of such person shall be as effective as if it had been executed by the registered holder or the person entitled by transmission to such shares, and the purchaser shall not be bound to see to the application of the purchase

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NOTICE OF EXTRAORDINARY GENERAL MEETING

money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. The net proceeds of the sale will belong to the Company and upon receipt by the Company of such net proceeds, it shall become indebted to the former member for an amount equal to such net proceeds. No trust shall be created in respect of such debt and no interest shall be payable in respect of it and the Company shall not be required to account for any money earned from the net proceeds which may be employed in the business of the Company or as it thinks fit. Any sale under this Article shall be valid and effective notwithstanding that the member holding the shares sold is dead, bankrupt or otherwise under any legal disability or incapacity.”

1. in Article 167:

2. (1) inserting the words “(collectively the “Relevant Financial Documents”)” between the words “Auditors’ report” and “, shall” in sub-paragraph (B); and

3. (2) inserting the following as sub-paragraphs (C) and (D):

   • “(C) To the extent permitted by and subject to due compliance with all applicable laws, rules and regulations and to obtaining all necessary consents, if any, required thereunder, the requirements in paragraph (B) of this Article shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Ordinance and instead of a copy of the Relevant Financial Documents, a summary financial report derived from the Relevant Financial Documents which shall be in the form and containing the information required by applicable laws, rules and regulations, provided that any person who is otherwise entitled to the Relevant Financial Documents may, if he so requires and in accordance with the Ordinance and all other applicable laws, rules and regulations, by notice in writing served on the Company, demand that the Company sends to him, in addition to a summary financial report, a complete printed copy of the Relevant Financial Documents.

   • (D) The requirement to send to a person referred to in paragraph (B) of this Article the Relevant Financial Documents or a summary financial report in accordance with paragraph (C) of this Article shall be deemed satisfied where, in accordance with the Ordinance and other applicable laws, rules and regulations, the Company publishes copies of the Relevant Financial Documents and, if applicable, a summary financial report complying with paragraph (C) of this Article, on the Company’s computer network or its website (if any) or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of the Relevant Financial Documents or summary financial report.”.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. in Article 170:

deleting the provision in the Article in its entirety and substituting therefor the following:

• “(A) Any notice or document (including any “corporate communication” within the meaning ascribed thereto under the Listing Rules from time to time in force), to be given or issued by the Company to a member, whether or not under the Ordinance, other applicable laws, rules and regulations or these Articles, shall be given in writing or by cable, telex or facsimile transmission message or other form of electronic communication or transmission and any such notice and document may be served or delivered by the Company on or to any member (1) personally or (2) by sending it through the post in a prepaid letter, envelope or wrapper addressed to such member at his registered address as appearing in the register of members, whether in or outside Hong Kong, or by delivering or leaving it at such registered address as aforesaid or (3) as the case may be, by transmitting it to any such address or transmitting it to any telex or facsimile transmission number or electronic number or address or website (if any) supplied by him to the Company for the giving of notice or document to him or (4) (in the case of a notice) by advertisement in an English language daily newspaper and a Chinese language daily newspaper circulating in Hong Kong or (5) subject to due compliance with the Ordinance and other applicable laws, rules and regulations, by publishing it on the Company’s computer network or its website (if any), giving access to such network or website (if any) to the member and giving to the member a notice stating that the notice or other document is available there (a “notice of availability”) or (6) in any other permitted manner from time to time.

• (B) In the case of joint holders of a share, all notices or documents shall be given to that one of the joint holders whose name stands first in the register and notice or documents so given shall be deemed a sufficient service to all the joint holders.”

• in Article 172:

deleting Article 172 in its entirety and substituting therefor the following:

• “172. Any notice or other document (including any “corporate communication” within the meaning ascribed thereto under the Listing Rules from time to time in force) given or issued by the Company:

• (i) if served by post, shall be deemed to have been served on the day following that on which the envelope or wrapper containing the same is posted and in proving such service it shall be sufficient to prove that the envelope or wrapper containing the notice was properly prepaid, addressed and posted (in the case of an address outside Hong Kong by air-mail postage prepaid where air-mail posting from Hong Kong to such place is available) and a certificate in writing signed by the Secretary or other person appointed by the Board that the envelope or wrapper containing the notice or other document was so addressed and put into the post shall be conclusive evidence thereof;

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (ii) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A notice or document placed on the Company’s computer network or website (if any) is deemed given by the Company to a member on the day on which a notice of availability is deemed served on the member;

• (iii) if served or delivered in any other manner contemplated by these Articles other than by advertisement in newspapers in accordance with Article 170, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch or transmission; and in proving such service or delivery a certificate in writing signed by the Secretary or other person appointed by the Board as to the fact and time of such service, delivery, despatch or transmission shall be conclusive evidence thereof;

• (iv) if served by advertisement in newspapers in accordance with Article 170, shall be deemed to have been served on the day on which the notice is first published; and

• (v) may be given to a member either in the English language or the Chinese language only or in both the English language and Chinese language, subject to due compliance with the Ordinance and other applicable laws, rules and regulations.”.

• in Article 173:

deleting Article 173 in its entirety and substituting therefor the following:

• “173. A notice or document may be given by or on behalf of the Company to the person entitled to a share in consequence of the death, mental disorder or bankruptcy of a member in such manner as provided in Article 170 in which the same might have been given if the death, mental disorder or bankruptcy had not occurred.”.

• in Article 175:

deleting the words “by post to, or left at the registered address of any member” and substituting therefor the words “to any member in such manner as provided in Article 170”.

1. in Article 176:

deleting Article 176 in its entirety and substituting therefor the following:

• “176. The signature to any notice or document to be given by the Company may be written, printed or made electronically.”;

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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. in Article 181:

2. (1) deleting the words “(including any such liability as is mentioned in paragraph (c) of the proviso to Section 165 of the Companies Ordinance)” in the subparagraph (A); and

3. (2) deleting the existing sub-paragraph (B) and substituting the following:

   • “(B) The Company may indemnify any Director, manager, Secretary or other officer of the Company, or any person employed by the Company as Auditor, against any liability incurred by him:

     • (i) in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted; or

     • (ii) in connection with any application under section 358 of the Companies Ordinance in which relief is granted to him by the court.

   • (C) The Company may purchase and maintain for any Director, manager, Secretary or other officer of the Company, or any person employed by the Company as Auditor:

     • (i) insurance against any liability to the Company, a related company or any other party in respect of any negligence, default, breach of duty or breach of trust (save for fraud) of which he may be guilty in relation to the Company or a related company; and

     • (ii) insurance against any liability incurred by him in defending any proceedings, whether civil or criminal, taken against him for any negligence, default, breach of duty or breach of trust (including fraud) of which he may be guilty in relation to the Company or a related company.

   • (D) In this Article, “related company”, in relation to the Company, means any company that is the Company’s subsidiary or holding company or a subsidiary of that company’s holding company.”

By Order of the Board Thomas R. Mainwaring

Company Secretary

Hong Kong, 11 March 2005

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. A shareholder entitled to attend and vote at the EGM may appoint one or more than one proxies to attend and to vote in his stead. A proxy need not be a shareholder of the Company.

2. In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be deposited at the Company’s registered office, 9th Floor, Citimark Building, 28 Yuen Shun Circuit, Siu Lek Yuen, Shatin, New Territories, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

3. Pursuant to Article 76 of the existing articles of association of the Company (“Articles of Association”), at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) demanded:

4. (i) by the chairman of the meeting; or

5. (ii) by at least three members present in person (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or

6. (iii) by any member or members present in person (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

7. (iv) by a member or members present in person (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

8. A shareholder or his proxy shall produce proof of identity when attending the meeting.

9. The Articles of Association are written in English. There is no official Chinese translation in respect thereof. Therefore, the Chinese version of the above resolution on amendments of the Articles of Association is a translation only. Should there be any discrepancies, the English version will prevail.

10. The purpose of the above resolution is to bring the Articles of Association in line with, among others, various provisions in the Securities and Futures Ordinance, the Companies (Amendment) Ordinance 2003, the amendments to Appendix 3 of the Rules Governing the Listing of Securities on the Stock Exchange (“Listing Rules”), the Code on Corporate Governance Practices contained in Appendix 14 of the Listing Rules which came into effect on 1 January 2005 and the current practice in Hong Kong.

As at the date of this Circular, the executive directors are Mr. Ramon A. de la Llana and Mr. Thomas R. Mainwaring; non-executive directors are Mr. Francisco C. Eizmendi, Jr., Mr. Ramon S. Ang, Mr. Ferdinard K. Constantino, Mr. Faustino F. Galang, Mr. Francis H. Jardeleza, Mr. Estelito P. Mendoza and Mr. Gabriel L. Villareal; and independent non-executive directors are Dr. David K.P. Li, Mr. Wai Sun Ng and Mr. Ian F. Wade.

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==> picture [35 x 57] intentionally omitted <==

SAN MIGUEL BREWERY HONG KONG LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 236)

PROXY FORM

I/We [(note 1)]

of

being the registered holder(s) of [(note 2)]

shares of HK$0.50 each in the

capital of San Miguel Brewery Hong Kong Limited (the “Company”) hereby appoint [ (note 3)]

of

or failing him/her the chairman of the meeting as my/our proxy to attend 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 2:15 p.m. (or so soon thereafter as the annual general meeting of the Company convened to be held on the same date at the same venue shall have concluded or adjourned) on the undermentioned resolution as indicated:

Resolution For [ (note 4)] Against [ (note 4)] To approve the amendments to the Articles of Association of the Company.

Dated this

day of , 2005.

Signature(s) [ (note 7)]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares of HK$0.50 each in the capital of the Company registered in your name(s); if no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

3. Full name and address of proxy to be inserted in BLOCK CAPITALS. IF NOT COMPLETED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.

4. Please indicate with a tick in the relevant box which way you wish your votes to be cast. If no indication is given, the proxy will vote or abstain at his discretion.

5. To be valid, this form of proxy, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority must be deposited at the share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting.

6. In the case of joint holders of a share, the vote of the person, whether attending in person or by proxy, whose name stands first on the Register of Members of the Company in respect of such share shall be accepted to the exclusion of the vote(s) of the other joint holder(s).

7. This form of proxy must be signed by you or your attorney duly authorised in writing or, if you are a corporation, must either be executed under seal or under the hand of an officer or attorney duly authorised.

8. The proxy need not be a member of the Company but must attend the meeting in person to represent you.

9. Completion and delivery of this form of proxy shall not preclude you from attending and voting in person if you so wish. 10. Any alteration to this form of proxy must be initialled by the person who signs it.