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DEFINITIONS (cont’d)
Person(s) Connected
: In relation to a Director or Major Shareholder, means such person(s) who fall(s) under any one of the following
categories:
i) a member of the Director’s or Major Shareholder’s family, which family shall have the meaning given in
Section 122A of the Companies Act, 1965;
ii) a trustee of a trust (other than a trustee for an employee share option scheme or pension scheme) under
which the Director, Major Shareholder or a member of the Director’s or Major Shareholder’s family is the sole
beneficiary;
iii) a partner of the Director, Major Shareholder or a partner of a Person Connected with that Director or Major
Shareholder;
iv) a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the
directions, instructions or wishes of the Director or Major Shareholder;
v) a person in accordance with whose directions, instructions or wishes the Director or Major Shareholder is
accustomed or is under an obligation, whether formal or informal, to act;
vi) a body corporate or its Directors which/who is/are accustomed or under an obligation, whether formal
or informal, to act in accordance with the directions, instructions or wishes of the Director or Major
Shareholder;
vii) a body corporate or its Directors whose directions, instructions or wishes the Director or Major Shareholder
is accustomed or under an obligation, whether formal or informal, to act;
viii) a body corporate in which the Director, Major Shareholder and/or Persons Connected with him are entitled
to exercise, or control the exercise of, not less than 15% of the votes attached to voting shares in the body
corporate; or
ix) a body corporate which is a related corporation
Proposed Shareholders’
Mandate
: Proposed renewal of existing Shareholders’ Mandate for recurrent related party transactions of a revenue or
trading nature which are necessary for the day-to-day operations of the Group as set out in Section 2.2 herein
Related Party(ies)
: A Director, Major Shareholder or Person Connected with such Director or Major Shareholder including any person
who is or was within the preceding six (6) months of the date on which the terms of the transaction were agreed
upon, a Director or a Major Shareholder of the Company, its subsidiary and/or holding company. For the purpose
of the Proposed Shareholders’ Mandate, the Related Parties are GAPL, APB Group, F&N Group, Diageo Group and
Heineken Group
Recurrent Related Party
Transaction(s)
: A recurrent related party transaction of a revenue or trading nature which is necessary for the day-to-day
operations of the Group and has been made or will be made in the ordinary course of the Group’s business