NOR'WESTER BREWING COMPANY, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Nor'Wester Brewing Company, Inc., an Oregon
corporation (the "Company" or "Nor'Wester"), hereby appoints James W. Bernau and
John Carter, or either of them, with full power of substitution in each, as
proxies to cast all votes which the undersigned shareholder is entitled to cast
at the Annual Meeting of Shareholders (the "Annual Meeting") to be held at 9:00
a.m. local time, on Monday, August 25, 1997 at the Portland Conference Center,
300 Multnomah Street, Portland, Oregon, and any adjournments or postponements
thereof upon the matters listed below.
1. To approve and adopt an Agreement and Plan of Merger (the "Merger
Agreement") among Nor'Wester, Willamette Valley, Inc. Microbreweries
Across America, Aviator Ales, Inc., Bayhawk Ales, Inc., Mile High
Brewing Company, and United Craft Brewers, Inc. ("UCB"), and
Nor'Wester Acquisition Sub, Inc. ("Merger Sub1"), Aviator Acquisition
Sub, Inc., Bayhawk Acquisition Sub, Inc. and Mile High Acquisition
Sub, Inc., each a wholly owned subsidiary of UCB, and the transactions
contemplated thereby, pursuant to which Merger Agreement, among other
things, (i) Merger Sub1 will be merged with and into Nor'Wester,
following which Nor'Wester will become a wholly owned subsidiary of
UCB (the "Merger"), (ii) each share of common stock of Nor'Wester
("Nor'Wester Common Stock") outstanding at the effective time of the
Merger will be converted into the right to receive 0.3333333 shares of
common stock of UCB ("UCB Common Stock"); and (iii) all outstanding
options and warrants to purchase Nor'Wester Common Stock will be
assumed by UCB and become options and warrants to purchase UCB Common
Stock.
FOR AGAINST ABSTAIN
/ / / / / /
2. Election of five directors each for a one-year term; provided,
however, that if the Merger Agreement is approved and the Merger is
consummated, such persons will serve as directors only until the
Merger is consummated.
NOMINEES: James W. Bernau, Winser P. Acton, William V. Cross,
Andrew C. Kerr and Donald E. Voorhies
FOR the nominees WITHHOLD AUTHORITY
listed above to vote for all nominees
(except as indicated below) listed above
/ / / /
INSTRUCTION: To withhold authority to vote for any nominee write that nominee's
name in this space:
- --------------------------------------------------------------------------------
(CONTINUED, AND TO BE SIGNED AND DATED ON THE REVERSE SIDE)
1 - PROXY FORM
3. Ratification of the appointment of Price Waterhouse LLP as
Nor'Wester's independent public accountants for the fiscal year ending
December 31, 1997.
FOR AGAINST ABSTAIN
/ / / / / /
4. In their discretion, the proxies are authorized to vote upon such
other matters as may properly come before the meeting or any
adjournments or postponements thereof.
---------------------------------
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD TODAY, USING THE ENCLOSED ENVELOPE.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. UNLESS DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED "FOR" THE ELECTION OF THE NOMINEES LISTED IN PROPOSAL 2, FOR PROPOSALS 1
AND 3, AND IN ACCORDANCE WITH THE RECOMMENDATIONS OF A MAJORITY OF THE BOARD OF
DIRECTORS AS TO OTHER MATTERS. The undersigned hereby acknowledges receipt of
the Company's Proxy Statement and hereby revokes any proxy or proxies previously
given.
Please sign below exactly as your name appears on this Proxy Card. If shares
are registered in more than one name, the signatures of all such persons are
required. A corporation should sign in its full corporate name by a duly
authorized officer, stating his/her title. Trustees, guardians, executors and
administrators should sign in their official capacity, giving their full title
as such. If a partnership, please sign in the partnership name by authorized
person(s).
If you receive more than one Proxy Card, please sign and return all such cards
in the accompanying envelope.
-------------------------------------
Typed or Printed Name(s)
-------------------------------------
Authorized Signature
-------------------------------------
Title or Authority, if Applicable
-------------------------------------
Date
2 - PROXY FORM
WILLAMETTE VALLEY, INC. MICROBREWERIES ACROSS AMERICA
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Willamette Valley, Inc. Microbreweries
Across America, an Oregon corporation (the "Company" or "WVI"), hereby appoints
James W. Bernau and Jim Ellis, or either of them, with full power of
substitution in each, as proxies to cast all votes which the undersigned
shareholder is entitled to cast at the Annual Meeting of Shareholders (the
"Annual Meeting") to be held at 11:00 a.m. local time, on Monday, August 25,
1997 at the Portland Conference Center, 300 Multnomah Street, Portland, Oregon,
and any adjournments or postponements thereof upon the matters listed below.
1. To approve and adopt an Agreement and Plan of Merger (the "Merger
Agreement") among Nor'Wester Brewing Company, Inc., WVI, Aviator Ales,
Inc., Bayhawk Ales, Inc., Mile High Brewing Company, and United Craft
Brewers, Inc. ("UCB"), and Nor'Wester Acquisition Sub, Inc., Aviator
Acquisition Sub, Inc., Bayhawk Acquisition Sub, Inc. and Mile High
Acquisition Sub, Inc., each a wholly owned subsidiary of UCB, and the
transactions contemplated thereby, pursuant to which Merger Agreement,
among other things, (i) WVI will be merged with and into UCB, with UCB
being the surviving corporation (the "Merger"), (ii) each share of
common stock of WVI ("WVI Common Stock") outstanding at the effective
time of the Merger (other than shares as to which dissenters' rights
of appraisal have been duly sought and are not subsequently withdrawn)
will be converted into the right to receive 0.0785714 shares of common
stock of UCB ("UCB Common Stock"); (iii) all outstanding options and
warrants to purchase WVI Common Stock will be assumed by UCB and
become options and warrants to purchase UCB Common Stock; and (iv) the
shares of WVI Common Stock owned by James W. Bernau and James F.
Hensel will be released from an escrow agreement with the Department
of Consumer and Business Affairs of the State of Oregon.
FOR AGAINST ABSTAIN
/ / / / / /
2. Election of six directors each for a one-year term; provided, however,
that if the Merger Agreement is approved and the Merger is
consummated, such persons will serve as directors only until the
Merger is consummated.
NOMINEES: James W. Bernau, Ron Brigham, Carol Fischer, Carl
F. Flipper, Earl Littrell and Donald E. Voorhies
FOR the nominees WITHHOLD AUTHORITY
listed above to vote for all nominees
(except as indicated below) listed above
/ / / /
INSTRUCTION: To withhold authority to vote for any nominee write that nominee's
name in this space:
- ----------------------------------------------------------------------
(CONTINUED, AND TO BE SIGNED AND DATED ON THE REVERSE SIDE)
1
3. Ratification of the appointment of Price Waterhouse LLP as WVI's
independent public accountants for the fiscal year ending December 31,
1997.
FOR AGAINST ABSTAIN
/ / / / / /
4. In their discretion, the proxies are authorized to vote upon such
other matters as may properly come before the meeting or any
adjournments or postponements thereof.
-----------------------------------------
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD TODAY, USING THE ENCLOSED ENVELOPE.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. UNLESS DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED "FOR" THE ELECTION OF THE NOMINEES LISTED IN PROPOSAL 2, FOR PROPOSALS 1
AND 3, AND IN ACCORDANCE WITH THE RECOMMENDATIONS OF A MAJORITY OF THE BOARD OF
DIRECTORS AS TO OTHER MATTERS. The undersigned hereby acknowledges receipt of
the Company's Proxy Statement and hereby revokes any proxy or proxies previously
given.
Please sign below exactly as your name appears on this Proxy Card. If shares
are registered in more than one name, the signatures of all such persons are
required. A corporation should sign in its full corporate name by a duly
authorized officer, stating his/her title. Trustees, guardians, executors and
administrators should sign in their official capacity, giving their full title
as such. If a partnership, please sign in the partnership name by authorized
person(s).
If you receive more than one Proxy Card, please sign and return all such cards
in the accompanying envelope.
-----------------------------------
Typed or Printed Name(s)
-----------------------------------
Authorized Signature
-----------------------------------
Title or Authority, if Applicable
-----------------------------------
Date
2
AVIATOR ALES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Aviator Ales, Inc., a Delaware corporation
(the "Company" or "Aviator"), hereby appoints James W. Bernau and Dustin Wyant,
or either of them, with full power of substitution in each, as proxies to cast
all votes which the undersigned shareholder is entitled to cast at the Annual
Meeting of Shareholders (the "Annual Meeting") to be held at 1:00 p.m. local
time, on Monday, August 25, 1997 at the Portland Conference Center, 300
Multnomah Street, Portland, Oregon, and any adjournments or postponements
thereof upon the matters listed below.
1. To approve and adopt an Agreement and Plan of Merger (the "Merger
Agreement") among Nor'Wester Brewing Company, Inc., Willamette Valley,
Inc. Microbreweries Across America ("WVI"), Aviator, Bayhawk Ales,
Inc., Mile High Brewing Company, and United Craft Brewers, Inc.
("UCB"), and Nor'Wester Acquisition Sub, Inc., Aviator Acquisition
Sub, Inc. ("Merger Sub2"), Bayhawk Acquisition Sub, Inc. and Mile High
Acquisition Sub, Inc., each a wholly owned subsidiary of UCB, and the
transactions contemplated thereby, pursuant to which Merger Agreement,
among other things, (i) Merger Sub2 will be merged with and into
Aviator, following which Aviator will become a wholly owned
subsidiary of UCB (the "Merger"), (ii) each share of common stock of
Aviator ("Aviator Common Stock") outstanding at the effective time of
the Merger (except for shares of Aviator Common Stock owned by WVI,
which will be cancelled) will be converted into the right to receive
0.0523809 shares of common stock of UCB ("UCB Common Stock"); and
(iii) all outstanding options and warrants to purchase Aviator Common
Stock will be assumed by UCB and become options and warrants to
purchase UCB Common Stock.
FOR AGAINST ABSTAIN
/ / / / / /
2. Election of six directors each for a one-year term; provided, however,
that if the Merger Agreement is approved and the Merger is
consummated, such persons will serve as directors only until the
Merger is consummated.
NOMINEES: James W. Bernau, Dustin Wyant, Jim Gregory, Howard
Lovering, David McCray and Bonnie Pladson
FOR the nominees WITHHOLD AUTHORITY
listed above to vote for all nominees
(except as indicated below) listed above
/ / / /
INSTRUCTION: To withhold authority to vote for any nominee write that nominee's
name in this space:
- ----------------------------------------------------------------------
(CONTINUED, AND TO BE SIGNED AND DATED ON THE REVERSE SIDE)
1
3. Ratification of the appointment of Price Waterhouse LLP as Aviator's
independent public accountants for the fiscal year ending December 31,
1997.
FOR AGAINST ABSTAIN
/ / / / / /
4. In their discretion, the proxies are authorized to vote upon such
other matters as may properly come before the meeting or any
adjournments or postponements thereof.
---------------------------------------------
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD TODAY, USING THE ENCLOSED ENVELOPE.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. UNLESS DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED "FOR" THE ELECTION OF THE NOMINEES LISTED IN PROPOSAL 2, FOR PROPOSALS 1
AND 3, AND IN ACCORDANCE WITH THE RECOMMENDATIONS OF A MAJORITY OF THE BOARD OF
DIRECTORS AS TO OTHER MATTERS. The undersigned hereby acknowledges receipt of
the Company's Proxy Statement and hereby revokes any proxy or proxies previously
given.
Please sign below exactly as your name appears on this Proxy Card. If shares
are registered in more than one name, the signatures of all such persons are
required. A corporation should sign in its full corporate name by a duly
authorized officer, stating his/her title. Trustees, guardians, executors and
administrators should sign in their official capacity, giving their full title
as such. If a partnership, please sign in the partnership name by authorized
person(s).
If you receive more than one Proxy Card, please sign and return all such cards
in the accompanying envelope.
----------------------------------------
Typed or Printed Name(s)
----------------------------------------
Authorized Signature
----------------------------------------
Title or Authority, if Applicable
----------------------------------------
Date
2
BAYHAWK ALES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Bayhawk Ales, Inc., a Delaware corporation
(the "Company" or "Bayhawk"), hereby appoints James W. Bernau and David
Voorhies, or either of them, with full power of substitution in each, as proxies
to cast all votes which the undersigned shareholder is entitled to cast at the
Annual Meeting of Shareholders (the "Annual Meeting") to be held at 2:00 p.m.
local time, on Monday, August 25, 1997 at the Portland Conference Center, 300
Multnomah Street, Portland, Oregon, and any adjournments or postponements
thereof upon the matters listed below.
1. To approve and adopt an Agreement and Plan of Merger (the "Merger
Agreement") among Nor'Wester Brewing Company, Inc., Willamette Valley,
Inc. Microbreweries Across America ("WVI"), Aviator Ales, Inc.,
Bayhawk, Mile High Brewing Company, and United Craft Brewers, Inc.
("UCB"), and Nor'Wester Acquisition Sub, Inc., Aviator Acquisition
Sub, Inc., Bayhawk Acquisition Sub, Inc. ("Merger Sub3"), and Mile
High Acquisition Sub, Inc., each a wholly owned subsidiary of UCB, and
the transactions contemplated thereby, pursuant to which Merger
Agreement, among other things, (i) Merger Sub3 will be merged with and
into Bayhawk, following which Bayhawk will become a wholly owned
subsidiary of UCB (the "Merger"), (ii) each share of common stock of
Bayhawk ("Bayhawk Common Stock") outstanding at the effective time of
the Merger (except for shares of Bayhawk Common Stock owned by WVI,
which will be cancelled, and other than shares as to which dissenters'
rights of appraisal have been duly sought and are not subsequently
withdrawn) will be converted into the right to receive 0.0785714
shares of common stock of UCB ("UCB Common Stock"); and (iii) all
outstanding options and warrants to purchase Bayhawk Common Stock will
be assumed by UCB and become options and warrants to purchase UCB
Common Stock.
FOR AGAINST ABSTAIN
/ / / / / /
2. Election of seven directors each for a one-year term; provided,
however, that if the Merger Agreement is approved and the Merger is
consummated, such persons will serve as directors only until the
Merger is consummated.
NOMINEES: James W. Bernau, David Voorhies, Jim Moreland, Roy
Roberson, Donald Voorhies, Peter Wachob and Karl
J. Zappa
FOR the nominees WITHHOLD AUTHORITY
listed above to vote for all nominees
(except as indicated below) listed above
/ / / /
INSTRUCTION: To withhold authority to vote for any nominee write that nominee's
name in this space:
- --------------------------------------------------------------------------------
(CONTINUED, AND TO BE SIGNED AND DATED ON THE REVERSE SIDE)
1
3. Ratification of the appointment of Price Waterhouse LLP as Bayhawk's
independent public accountants for the fiscal year ending December 31,
1997.
FOR AGAINST ABSTAIN
/ / / / / /
4. In their discretion, the proxies are authorized to vote upon such
other matters as may properly come before the meeting or any
adjournments or postponements thereof.
-----------------------------------
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD TODAY, USING THE ENCLOSED ENVELOPE.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. UNLESS DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED "FOR" THE ELECTION OF THE NOMINEES LISTED IN PROPOSAL 2, FOR PROPOSALS 1
AND 3, AND IN ACCORDANCE WITH THE RECOMMENDATIONS OF A MAJORITY OF THE BOARD OF
DIRECTORS AS TO OTHER MATTERS. The undersigned hereby acknowledges receipt of
the Company's Proxy Statement and hereby revokes any proxy or proxies previously
given.
Please sign below exactly as your name appears on this Proxy Card. If shares
are registered in more than one name, the signatures of all such persons are
required. A corporation should sign in its full corporate name by a duly
authorized officer, stating his/her title. Trustees, guardians, executors and
administrators should sign in their official capacity, giving their full title
as such. If a partnership, please sign in the partnership name by authorized
person(s).
If you receive more than one Proxy Card, please sign and return all such cards
in the accompanying envelope.
-----------------------------------
Typed or Printed Name(s)
-----------------------------------
Authorized Signature
-----------------------------------
Title or Authority, if Applicable
-----------------------------------
Date
2
MILE HIGH BREWING COMPANY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Mile High Brewing Company, a Delaware
corporation (the "Company" or "Mile High"), hereby appoints James W. Bernau and
John Carter, or either of them, with full power of substitution in each, as
proxies to cast all votes which the undersigned shareholder is entitled to cast
at the Annual Meeting of Shareholders (the "Annual Meeting") to be held at 3:00
p.m. local time, on Monday, August 25, 1997 at the Portland Conference Center,
300 Multnomah Street, Portland, Oregon, and any adjournments or postponements
thereof upon the matters listed below.
1. To approve and adopt an Agreement and Plan of Merger (the "Merger
Agreement") among Nor'Wester Brewing Company, Inc., Willamette Valley,
Inc. Microbreweries Across America ("WVI"), Aviator Ales, Inc.,
Bayhawk Ales, Inc., Mile High, and United Craft Brewers, Inc. ("UCB"),
and Nor'Wester Acquisition Sub, Inc., Aviator Acquisition Sub, Inc.,
Bayhawk Acquisition Sub, Inc. and Mile High Acquisition Sub, Inc.
("Merger Sub4"), each a wholly owned subsidiary of UCB, and the
transactions contemplated thereby, pursuant to which Merger Agreement,
among other things, (i) Merger Sub4 will be merged with and into Mile
High, following which Mile High will become a wholly owned subsidiary
of UCB (the "Merger"), (ii) each share of common stock of Mile High
("Mile High Common Stock") outstanding at the effective time of the
Merger (except for shares of Mile High Common Stock owned by WVI,
which will be cancelled) will be converted into the right to receive
0.0523809 shares of common stock of UCB ("UCB Common Stock"); and
(iii) all outstanding options and warrants to purchase Mile High
Common Stock will be assumed by UCB and become options and warrants to
purchase UCB Common Stock.
FOR AGAINST ABSTAIN
/ / / / / /
2. Election of one director for a one-year term; provided, however, that
if the Merger Agreement is approved and the Merger is consummated,
such person will serve as director only until the Merger is
consummated.
NOMINEE: James W. Bernau
FOR the nominee WITHHOLD AUTHORITY
listed above to vote for nominee
(except as indicated below) listed above
/ / / /
INSTRUCTION: To withhold authority to vote for any nominee write that nominee's
name in this space:
- --------------------------------------------------------------------------------
(CONTINUED, AND TO BE SIGNED AND DATED ON THE REVERSE SIDE)
1
3. Ratification of the appointment of Price Waterhouse LLP as Mile High's
independent public accountants for the fiscal year ending December 31,
1997.
FOR AGAINST ABSTAIN
/ / / / / /
4. In their discretion, the proxies are authorized to vote upon such
other matters as may properly come before the meeting or any
adjournments or postponements thereof.
---------------------------------------
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD TODAY, USING THE ENCLOSED ENVELOPE.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. UNLESS DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED "FOR" THE ELECTION OF THE NOMINEES LISTED IN PROPOSAL 2, FOR PROPOSALS 1
AND 3, AND IN ACCORDANCE WITH THE RECOMMENDATIONS OF A MAJORITY OF THE BOARD OF
DIRECTORS AS TO OTHER MATTERS. The undersigned hereby acknowledges receipt of
the Company's Proxy Statement and hereby revokes any proxy or proxies previously
given.
Please sign below exactly as your name appears on this Proxy Card. If shares
are registered in more than one name, the signatures of all such persons are
required. A corporation should sign in its full corporate name by a duly
authorized officer, stating his/her title. Trustees, guardians, executors and
administrators should sign in their official capacity, giving their full title
as such. If a partnership, please sign in the partnership name by authorized
person(s).
If you receive more than one Proxy Card, please sign and return all such cards
in the accompanying envelope.
--------------------------------------------
Typed or Printed Name(s)
--------------------------------------------
Authorized Signature
--------------------------------------------
Title or Authority, if Applicable
--------------------------------------------
Date
2