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DEFINITIONS
The following definitions shall apply throughout this Circular unless the context requires otherwise:
AGM
: Annual General Meeting
API
: Asia Pacific Investments Pte Ltd, Person Connected to GAPL
Board
: Board of Directors of the Company
Bursa Securities
: Bursa Malaysia Securities Berhad (635998-W)
Circular
: This Circular dated 22 March 2017 to shareholders of Heineken Malaysia Berhad
(formerly known as Guinness Anchor Berhad) in relation to the Proposed
Shareholders’ Mandate
CA 2016
: Companies Act, 2016
Director(s)
: Shall have the meaning given in Section 2(1) of the Capital Markets and Services
Act 2007 and for the purposes of the Proposed Shareholders’ Mandate, shall
include any person who is or was within the preceding 6 months of the date on
which the terms of the transaction were agreed upon, a director of the Company
or any of its subsidiaries or holding company or a chief executive of the Company,
its subsidiary or holding company
GAPL
: GAPL Pte Ltd, a Major Shareholder of the Company holding 51% equity interest in
the Company as of 28 February 2017.
the Group
: HEINEKEN Malaysia and its subsidiaries
HAPPL
: Heineken Asia Pacific Pte. Ltd., Person Connected to GAPL
HEINEKEN
: Heineken N.V., Person Connected to GAPL
HEINEKEN Group
: Heineken N.V. and its subsidiaries and associated companies, collectively
HEINEKEN International
: Heineken International B.V., Person Connected to GAPL
HEINEKEN Malaysia
: Heineken Malaysia Berhad (formerly known as Guinness Anchor Berhad) (5350-X)
or the Company
Listing Requirements
: Main Market Listing Requirements of Bursa Securities and practice notes issued
thereunder including any amendments thereto that may be made from time to time.
Major Shareholder(s)
: A person who, within the preceding six (6) months of the date on which the terms
of the transaction were agreed upon, has an interest or interests in one or more
voting shares in HEINEKEN Malaysia (or any other corporation which is a
subsidiary) and the nominal amount of that share, or the aggregate of the
nominal amounts of those shares, is:
(a) 10% or more of the aggregate of the nominal amounts of all the voting
shares in the Company; or
(b) 5% or more of the aggregate of the nominal amounts of all the voting
shares in the Company where such person is the largest shareholder of the
Company.
For the purpose of this definition, “interest in shares” shall have the meaning given
in Section 8 of the CA, 2016.