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In view of the forthcoming expiry of the Shareholders’ Mandate, and the time-
sensitivity, confidential and the frequent nature of such Recurrent Related Party
Transactions, the Board is seeking shareholders’ approval for the Proposed
Shareholders’ Mandate at the forthcoming 48th AGM of the Company for the
Group to enter into the Recurrent Related Party Transactions as set out in Section
2.1.3 below. Such transactions are to be entered into at arm’s length and on
normal commercial terms which are not more favourable to the Related Parties
than those generally available to the public and which will not be detrimental to the
minority shareholders of the Company. Such Recurrent Related Party Transactions
will be subject to the review procedures as set out in Section 2.1.4 below.
The Proposed Shareholders’ Mandate will take effect from the passing of the
ordinary resolution proposed at the forthcoming AGM and shall continue to be
in force (unless revoked or varied by the Company in general meeting) until the
conclusion of the next AGM of the Company. Thereafter, approval from the
shareholders for subsequent renewals will be sought at each subsequent AGM of
the Company.
Disclosure will be made in the Company’s Annual Report detailing the aggregate
value of the Recurrent Related Party Transactions conducted pursuant to the
Proposed Shareholders’ Mandate during the financial year and in the Annual
Reports for subsequent financial years during which the Shareholders’ Mandate
continues in force.
2.1.2 Related Parties
The Proposed Shareholders’ Mandate will apply to Recurrent Related Party
Transactions with the following Related Parties (with their principal activities and
relationship with the Company detailed below):
Name of
Related
Parties
Principal Activities
Relationship
GAPL
Investment holding and
distribution of stout in
Singapore
Major Shareholder of the
Company
Diageo
Group
Worldwide consumer goods
company with businesses
in brewing and marketing
of Guinness Foreign Extra
Stout and other brands of
beer, spirits and wines
Diageo is deemed a Major
Shareholder of the Company by
virtue of its indirect shareholding
in GAPL