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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 ea
ch party on its respective strengths, specialities and competencies.
4. EFFECTS OF THE PROPOSED SHAREHOLDERS’ MANDATE
The Pro
posed Shareholders’ Mandate will not have any impact on the share capital and Major
Shareholders’ shareholdings of the Company and will not have any significant impact on the net assets
and earnings of the Group.
5. APPROVAL REQUIRED
The Propose
d Shareholders’ Mandate is subject to the approval of the Company’s shareholders to be
obtained at the forthc
oming 49
th
AGM to be convened.
6. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS
Interested Directors
Hans Essaa
di, Siobhan Mary Hamilton, Michiel Egeler, Edward McShane and Choo Tay Sian, Kenneth
are deemed interested in the Proposed Shareholders’ Mandate as they are the Board representatives
of GAPL, a Major Shareholder of the Company as of 7 October 2013. None of these Directors hold
any share directly in the Company as at 7 October 2013. They have abstained and will continue to
abstain from all deliberations on the Proposed Shareholders’ Mandate at all Board meetings. They will
also abstain from voting in respect of their direct and indirect shareholdings in relation to the Proposed
Shareholders’ Mandate at the forthcoming 49
th
AGM in the
event they are also shareholders of the
Company subsequent to 7 October 2013.
Interested Major Shareholders
The d
irect and indirect shareholdings of the interested Major Shareholder and its persons conne
cted in
the Company as at 7 October 2013 are as follows:
Major Shareholders
No of stock units of RM0.50 each held
Direct
%
Indirect
%
GAPL
154,069,900
51
–
–
GOL
–
–
154,069,900
(1)
51
Diageo
–
–
154,069,900
(2)
51
HAPPL
–
–
154,069,900
(1)
51
API
–
–
154,069,900
(3)
51
Heineken International
–
–
154,069,900
(4)
51
Heineken
–
–
154,069,900
(5)
51
Notes:
(1)
Deemed interested through in GAPL
(2)
Deemed interested through GOL
(3)
Deemed interested through HAPPL
(4)
Deemed interested through API
(5)
Deemed interested through Heineken International
The abovementioned Major Shareholders are deemed interested in the Proposed Shareholders’ Mandate
by virtue of their shareholdings, direct and indirect, in the Company. They shall accordingly abstain from
voting in respect of their direct and indirect shareholdings on the resolution approving the Proposed
Shareholders’ Mandate to be tabled as Special Business at the forthcoming 49
th
AGM.
The abovementioned interested Directors and Major Shareholders have undertaken that they shall ensure
that Persons Connected to them will abstain from voting on the resolution approving the Proposed
Shareholders’ Mandate at the forthcoming 49
th
AGM of the Company.