circular2018

Heineken Malaysia Berhad

Company no. 5350-X

Page

9 of 51

(a) such approval shall specifically detail the amount of shares

or options to be issued to such employees and/or

Directors; and

(b) only Directors holding office in an executive capacity shall

participate in such an issue of shares or options Provided

Always that a Director not holding office in an executive

capacity may so participate in an issue of shares pursuant

to a public offer or a public issue;

3.5 in the case of shares offered to the public for subscription, the

amount payable on application on each share shall not be less

than RM0.05.

3.6 the Company must ensure that all new issues of securities for

which listing is sought are made by way of crediting the

Securities Accounts of the allottees with such securities save and

except where it is specifically exempted from compliance with

Section 38 of the Central Depositories Act, in which event it shall

so similarly be exempted from compliance with this

requirement. For this purpose, the Company must notify the

Central Depository of the names of the allottees and all such

particulars required by the Central Depository, to enable the

Central Depository to make the appropriate entries in the

Securities Accounts of such allottees.

3.7 subject to the Applicable Laws of Malaysia, the Company shall

allot and/or issue securities, dispatch notices of allotment to the

allottees and make an application for the quotation of such

securities within such period and in such manner as may be

prescribed or allowed by the relevant authorities and Applicable

Laws of Malaysia for the time being in force.

Subject to the Applicable Laws of Malaysia, any preference shares may

be issued on the terms that they are, or at the option of the Company

are liable, to be redeemed. provided that:

4.1 the holders of preference shares shall have the same rights as

the holders of ordinary shares in relation to receiving notices,

reports and audited financial statements and attending

meetings of members of the Company but shall only have the

right to vote at any meeting convened for the purpose of

reducing the Company's share capital, or on a proposal to wind

up the Company, or sanctioning the disposal of the whole of the

Company's property, business and undertaking or where the

proposition to be submitted to the meeting directly affects the

rights and privileges attached to the share, or when the dividend

or part of the dividend on such shares is in arrears for more than

6 months and during the winding up of the Company; and

Issue of

preference