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 s
hareholders’
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
.
