7 / 13
2
ii) the shareholders’ mandate is subject to annual renewal and disclosure is made in the annual report
of the aggregate value of transactions conducted pursuant to the shareholders’ mandate during the
financial year where the aggregate value is equal to or more than the threshold prescribed under
Paragraph 10.09(1) of the Listing Requirements;
iii) in a meeting to obtain shareholders’ mandate, the interested Director, interested Major Shareholder
or interested Person Connected with a Director or Major Shareholder and where it involves the interest
of an interested Person Connected with a Director or Major Shareholder, such Director or Major
Shareholder, must not vote on the resolution approving the transactions. An interested Director or
interested Major Shareholder must ensure that Persons Connected with him/her abstain from voting
on the resolution approving the transactions; and
iv) immediately announce to Bursa Securities when the actual value of a recurrent related party
transaction entered into by the Company, exceeds the estimated value of the recurrent related party
transactions disclosed in the circular to shareholders by 10% or more.
It is anticipated that companies within the Group would, in the ordinary course of business, enter into
Recurrent Related Party Transactions which are detailed in Section 2.3 of this Circular and that such
transactions will continue to occur with some degree of frequency and may arise at any point in time.
In compliance with Paragraph 10.09(2) of the Listing Requirements, the Company now proposes to seek
the approval of its shareholders for the Proposed Shareholders’ Mandate. The Proposed Shareholders’
Mandate will allow the Group to enter into the Recurrent Related Party Transactions referred to in Section
2.3 with the Related Parties, provided that such transactions are entered into at arm’s length and on
normal commercial terms which are not more favourable to the Related Parties than those generally
available to the public and which will not be detrimental to the minority shareholders of the Company.
Such Recurrent Related Party Transactions will be subject to the review procedures as set out in Section 2.4
below.
The Proposed Shareholders’ Mandate will take effect from the passing of the ordinary resolution proposed
at the 53
rd
AGM and shall continue to be in force (unless revoked or varied by the Company in general
meeting) until the conclusion of the next AGM of the Company. Thereafter, approval from the shareholders
for subsequent renewals will be sought at each subsequent AGM of the Company.
The Company has disclosed the aggregate value of the Recurrent Related Party Transactions conducted
pursuant to the Proposed Shareholders’ Mandate during the 18 months financial period ended 31
December 2016 in its Annual Report. Similar disclosure will be made in the Company’s Annual Report for
the financial year 2017 for the Recurrent Related Party Transactions conducted pursuant to the Proposed
Shareholders’ Mandate.
2.2 Related Parties
The Proposed Shareholders’ Mandate will apply to Recurrent Related Party Transactions with the following
Related Parties (with their principal activities and relationship with the Company detailed below):
Related Parties Principal Activities
Relationship
GAPL
Investment holding and distribution of
stout in Singapore
Major Shareholder of the Company
HEINEKEN
Group
Production and distribution of beer and
stout worldwide
Heineken is deemed a Major
Shareholder of the Company by virtue of
its indirect shareholding in GAPL
The direct and indirect interests of interested Directors and/or Major Shareholders in the Company as at
28 February 2017 are shown in Section 6 below.