8
5.
APPROVAL REQUIRED
The
Proposed Shareholders’ Mandate is
subject to the approval of the
Company’s s
hareholders to
be obtained at the forthcoming 51
st
AGM to be convened.
6.
DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS
Interested Directors
Hans Essaadi, Kenneth Choo Tay Sian, Yong Weng Hong and Frans Erik Eusman are deemed
interested in the Proposed Shareholders’ Mandate as they are the Board representatives of GAPL,
a Major Shareholder of the Company as of 9 October 2015. None of these Directors hold any share
directly in the Company as of 9 October 2015. 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 interests in relation to the Proposed
Shareholder
s’ Mandate at the forthcoming
51
st
AGM in the event they are also shareholders of the
Company subsequent to 9 October 2015.
Michiel Egeler, a former Director of the Company who resigned on 18 August 2015, and Apurvi
Haridas Sheth @ Apurvi Sheth Mirpuri and Alvaro Andres Cardenas Munoz, former Directors of
the Company who resigned on 7 October 2015, are also deemed interested in the Proposed
Shareholders’ Mandate as they were Board representatives of GAPL on the Board of the Company
within the preceding 6 months of the date on which the terms of the transactions were agreed upon.
Accordingly, they shall abstain from voting in respect of their direct and indirect interests in relation
to the Proposed Shareholders’ Mandate at the forthcoming 51
st
AGM in the event they are also
shareholders of the Company subsequent to 9 October 2015.
Interested Major Shareholders
The direct and indirect shareholdings of the interested Major Shareholder and its persons
connected in the Company as at 9 October 2015 are as follows:
Major Shareholders
No of stock units of RM0.50 each held
Direct
%
Indirect
%
GAPL
154,069,900
51
-
-
HAPPL
-
-
154,069,900
(1)
51
API
-
-
154,069,900
(2)
51
Heineken International
-
-
154,069,900
(3)
51
Heineken
-
-
154,069,900
(4)
51
Notes:
(1) Deemed interested through in GAPL
(2) Deemed interested through HAPPL
(3) Deemed interested through API
(4) Deemed interested through Heineken International
Diageo Group was deemed a Major Shareholder of the Company by virtue of its indirect
shareholding in GAPL. On 7 October 2015, Diageo sold its entire interests in GAPL to Heineken
and accordingly ceased to be a related party to GAB Group. Nevertheless, Diageo Group is
deemed interested in the Proposed Shareholders
’ Mandate as the group was
deemed a Major
Shareholder of the Company, within the preceding 6 months of the date on which the terms of the
transactions were agreed upon. Accordingly, Diageo Group shall abstain from voting in respect of
their direct and indirect interests in relation to the Proposed Shareholders’ Mandate at the
forthcoming 51
st
AGM in the event they are also shareholders of the Company subsequent to 9
October 2015.
