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iii) revoked or varied by resolution passed by the shareholders in a general meeting,
whichever is the earlier.
Thereafter, approval fromthe shareholders for subsequent renewals of themandate
will be sought at each subsequent AGM of the Company subject to a satisfactory
review by the Audit Committee of its continued application to Recurrent Related
Party Transactions.
2.2 PROPOSED AMENDMENTS TO THE COMPANY’S ARTICLES OF ASSOCIATION
In September 2011, Bursa Securities had introduced certain amendments to Chapter
7 of the Listing Requirements pertaining to the appointment of proxies and other
administrative matters. The amendments took effect from 3 January 2012 and listed
issuers must seek shareholders’ approval for the amendments at a general meeting by
31 December 2013.
To comply with the amended Chapter 7 of the Listing Requirements, the Company
proposes that its Articles of Association be amended in the manner set out in Appendix
I of this Circular.
3. RATIONALE AND BENEFITS OF THE PROPOSALS
3.1 Proposed Shareholders’ Mandate
The Recurrent Related Party Transactions entered or to be entered into by the Group
are all in the ordinary course of business. They are recurring transactions of a revenue
or trading nature which are likely to occur with some degree of frequency and may arise
at any point in time. These transactions may be constrained by the time-sensitive nature
and confidentiality of such transactions, and it may be impractical to seek shareholders’
approval on a case-by-case basis before entering into such Recurrent Related Party
Transactions. As such, the Board is seeking a shareholders’ mandate pursuant to
Chapter 10, Paragraph 10.09 of the Listing Requirements to allow the Group to enter into
Recurrent Related Party Transactions described in Section 2.1.3 above.
The Recurrent Related Party Transaction, as outlined in Section 2.1.3 above, are made
on arm’s length basis and on normal commercial terms not more favourable to the
Related Parties than those generally available to the public and are not detrimental to the
minority shareholders of the Company and which are not prejudicial to the interest of the
shareholders.
By obtaining the Proposed Shareholders’ Mandate, the necessity to convene separate
general meetings from time to time to seek shareholders’ approval as and when such
Recurrent Related Party Transactions occur would be eliminated. This would substantially
reduce administrative time, inconvenience and expenses associated with the convening of
such meetings, without compromising the corporate objectives of the Group or adversely
affecting the business opportunities available to the Group.
The Recurrent Related Party Transactions are intended to meet the business requirements
of the Group at the best possible terms as well as to explore beneficial business
opportunities. These transactions allow the Group to be more competitive in the beer
and stout industry through synergies derived from the concentration by each party on its
respective strengths, specialities and competencies.
3.2 Proposed Amendments to Articles
The Proposed Amendments to Articles are intended to ensure that the Company’s Articles
of Association comply with the additional requirements of the Listing Requirements
and to update other provisions in the Company’s Articles of Association for clarity and
consistency.