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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 12 April 2018 to shareholders of Heineken
Malaysia Berhad in relation to the Proposals
CA 2016
: Companies Act, 2016
Constitution
: The constitution of the Company
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 22 March 2018
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
or the Company
:
Heineken Malaysia Berhad (5350-X)
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 and
the number or aggregate number of those shares, is:
(a) 10% or more of the total number of voting shares in the
Company; or
(b) 5% or more of the total number of voting shares in the
Company where such person is the largest shareholder of the
Company
For the purpose of this definition, “interest” shall have the meaning
of “interest in shares” given in Section 8 of the CA 2016