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DEFINITIONS
The following definitions shall apply throughout this Circular unless the context requires otherwise:
AGM
: Annual General Meeting
API
: Asia Pacific Investments Pte Ltd, Person Connected to GAPL
Board
: Board of Directors of the Company
Bursa Securities
: Bursa Malaysia Securities Berhad (635998-W)
Circular
: This Circular dated 30 October 2013 to shareholders of Guinness Anchor Berhad on
Proposed Shareholders’ Mandate
Diageo
: Diageo Plc, Person Connected to GAPL
Diageo Group
: Diageo Plc and its subsidiaries and associated companies, collectively
Director(s)
: Director(s) of Guinness Anchor Berhad which includes any person who is or
was within the preceding 6 months of the date on which the terms of the
transaction were agreed upon, a director of the Company or any of its subsidiaries
or holding company or a chief executive of the Company, its subsidiary or holding
company pursuant to the Listing Requirements
GAB or the Company : Guinness Anchor Berhad (5350-X)
GAPL
: GAPL Pte Ltd, a Major Shareholder of the Company holding 51% equity interest in
the Company as of 7 October 2013
GOL
: Guinness Overseas Ltd, Person Connected to GAPL
the Group
: GAB and its subsidiaries
HAPPL
: Heineken Asia Pacific Pte Ltd (formerly known as Asia Pacific Breweries Limited),
Person Connected to GAPL
HAPPL Group
: HAPPL and its subsidiaries and associated companies, collectively
Heineken
: Heineken N.V., Person Connected to GAPL
Heineken Group : Heineken N.V. and its subsidiaries and associated companies, collectively
Heineken
International
: Heineken International B.V., Person Connected to GAPL
Listing
Requirements
: Main Market Listing Requirements of Bursa Securities and practice notes issued
thereunder including any amendments thereto that may be made from time to
time
Major
Shareholder(s)
: A person who, within the preceding six (6) months of the date on which the terms
of the transaction were agreed upon, has an interest or interests in one or more
voting shares in GAB (or any other corporation which is a subsidiary) and the nominal
amount of that share, or the aggregate of the nominal amounts of those shares, is:
(a) 10% or more of the aggregate of the nominal amounts of all the voting shares
in the Company; or
(b) 5% or more of the aggregate of the nominal amounts of all the voting shares in
the Company where such person is the largest shareholder of the Company
For the purpose of this definition, “interest in shares” shall have the meaning given
in Section 6A of the Companies Act, 1965