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Heineken Malaysia Berhad
Company no. 5350-X
Page
8 of 51
SHARES
3.
Without prejudice to any special rights previously conferred on the
holders of any existing shares or class of shares, and subject to the
Applicable Laws of Malaysia and the provisions in this Constitution,
the Directors may allot, grant options over or otherwise dispose of
the shares of the Company to such persons for such consideration, at
such time and on such terms and conditions, with such preferred or
deferred or other special rights as they think proper, PROVIDED
ALWAYS THAT:
Issue of shares
3.1 the Company may issue shares for such consideration (if any)
payable to the Company in such manner as may be permitted
under and in compliance with all Applicable Laws of Malaysia;
3.2 no shares shall be issued which shall have the effect of
transferring a controlling interest in the Company without the
prior approval of the members in a meeting of members;
3.3 no rights attaching to shares of a class other than ordinary
shares shall be attached until the same have been expressed
herein;
3.4 every issue of shares or options to employees and/or Directors
shall be approved by the members in meeting of members and:
(27)
(28)
(29)
(30)
(31)
to obtain any order of any proper authority for enabling the Company
to carry any of its objects into effect, or for dissolving the Company
and reincorporating its members as a new Company, for any of the
objects specified in this Constitution, or for effecting any
modification in the Company’s Constitution.
to distribute any of the property of the Company amongst the
Members in specie or otherwise, but so that no distribution
amounting to a reduction of capital be made except with the sanction
(if any) for the time being required by law.
to do all or any of the above things in any part of the world, and as
principals, agents, contractors, trustees or otherwise, and by or
through trustees, agents or otherwise and either alone or in
conjunction with others.
to do all such things as are incidental or conducive to the above
objects or any of them.
to purchase the Company’s own shares, subject to, and in accordance
with all Applicable Laws of Malaysia.