Basic HTML Version
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, 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