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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 2.3 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, HAPPL 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