Grupa Zywiec : Extraordinary General Meeting of Grupa Zywiec S.A.

Current Report No. 46/2015 on 16.12.2015

Pursuant to the Article 70 point 3) of the Law on public offering and par. 38 section 1, point 7) of the Ordinance of the Minister of Finance of 19 February 2009, the Management Board of Grupa Zywiec S.A. hereby informs on :

1. On 15-th December 2015 took place the Extraordinary General Meeting of Grupa Żywiec S.A. on which 10 102 081 shares and votes were represented, i.e. 98.35 % % of the Company's capital.

2. The participants of the Meeting possessing at least 5% of the Company's capital were :

Heineken International B.V. with the seat in Amsterdam, the Netherlands - 6 692 421 shares and votes i.e. 65.16% of the total number of the votes and 66.25% of the votes for EGM on 15-th December 2015;

Harbin B.V., with the seat in Amsterdam ,the Netherlands - 3 409 860 share and votes i.e. 33.19% of the total number of the votes and 33.75 % for EGM on 15-th December 2015.

3. The following resolutions were voted on the Extraordinary General Meeting:

Resolution No. 1

of the Extraordinary General Meeting
of Grupa Żywiec Spółka Akcyjna
of 15 December 2015

in the matter of elections of Chairman of the Meeting.

According to Article 409 § 1 of the Commercial Companies Code, the Extraordinary General Meeting of Grupa Żywiec S.A. hereby decides to elect Mr. Rafał Ryczek as Chairman of the Meeting.

Resolution No. 2

of the Extraordinary General Meeting
of Grupa Żywiec Spółka Akcyjna
of 15 December 2015

in the matter of the Bond Issue Program.

Pursuant to § 25 paragraph. 1 point 9) of the Company's Statutes, it shall be resolved as follows:

§ 1.

1. The General Meeting hereby establishes the medium- and short-term Bond Issue Program (the "Program") with the limit of PLN 500,000,000 (five hundred million). Limit of the Program shall be understood as the total nominal value of all bonds outstanding at any time during the Program. Under the Program, the Company shall perform multiple issues of bearer bonds, issued in dematerialized form, with a maturity of no less than seven days. The nominal value of one bond shall amount to PLN 10,000 (ten thousand) or a multiple of this amount. The bonds shall be issued in series as a zero-coupon bonds or coupon, unsecured, denominated in Polish zloty. The bonds will be offered through a private placement and will be targeted to a limited number of investors. The bonds will be issued on the basis of the Law on Bonds dated 15 January 2015 (the Journal of Laws Dz.U. of 20 February 2015).
2. The Program is established for an indefinite period.

§ 2.

The Management Board shall determine the detailed terms of the Program as well as individual bond issues under the Program.

§ 3.

The Resolution No. 1/2003 of the Extraordinary General Meeting of 20 August 2003 on the issue of bonds shall cease to have effect.

§ 4.

This Resolution comes into force on the day of passing.