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4.
EFFECTS OF THE PROPOSED SHAREHOLDERS’ MANDATE
The Proposed Shareholders’ Mandatewill not have any impact on the share capital andMajor Shareholders’
shareholdings of the Company and will not have any significant impact on the net assets and earnings of
the Group.
5.
APPROVAL REQUIRED
The Proposed Shareholders’ Mandate is subject to the approval of the Company’s shareholders to be
obtained at the 53
rd
AGM to be convened.
6.
DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS
Interested Directors
Hans Essaadi, Frans Erik Eusman, Choo Tay Sian, Kenneth and Yong Weng Hong are deemed interested in
the Proposed Shareholders’ Mandate as they are the Board representatives of GAPL, a Major Shareholder
of the Company as of 28 February 2017. None of these Directors hold any share directly in the Company
as of 28 February 2017. 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 Shareholders’ Mandate at the 53
rd
AGM in the
event they are also shareholders of the Company subsequent to 28 February 2017.
Interested Major Shareholders
The direct and indirect shareholdings of the interested Major Shareholder and its persons connected in
the Company as at 28 February 2017 are as follows:
Major Shareholders
No of stock units 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
The abovementioned Major Shareholders are deemed interested in the Proposed Shareholders’ Mandate
by virtue of their shareholdings, direct and indirect, in the Company. They shall accordingly abstain from
voting in respect of their direct and indirect shareholdings on the resolution approving the Proposed
Shareholders’ Mandate to be tabled as Special Business at the 53
rd
AGM.
The abovementioned interested Directors and Major Shareholders have undertaken that they shall
ensure that Persons Connected to them will abstain from voting on the resolution approving the Proposed
Shareholders’ Mandate at the 53
rd
AGM of the Company.
Save as disclosed above, none of the other Directors or Major Shareholders of the Company or Persons
Connected to them has any interest, direct or indirect, in the Proposed Shareholders’ Mandate.
7.
DIRECTORS’ RECOMMENDATION
The Directors (save for Hans Essaadi, Frans Erik Eusman, Choo Tay Sian, Kenneth and Yong Weng Hong
who have abstained frommaking a recommendation and giving an opinion on the Proposed Shareholders’
Mandate as they are deemed interested in the Proposed Shareholders’ Mandate), after due consideration
of all aspects, are of the opinion that the Proposed Shareholders’ Mandate is in the best interest of the
Company. Accordingly, the Directors (save for Hans Essaadi, Frans Erik Eusman, Choo Tay Sian, Kenneth
and Yong Weng Hong) recommend that shareholders vote in favour of the ordinary resolution in respect
of the Proposed Shareholders’ Mandate to be tabled at the 53
rd
AGM of the Company.