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Heineken Malaysia Berhad

Company no. 5350-X

Page

12 of 51

15.

If after the expiration of 30 days from the date of the advertisement

the whereabouts of the member remains unknown, the Company may

transfer the shares held by the member in the Company to the

Minister charged with responsibility for finance and for that purpose

may execute for and on behalf of the member a transfer of those

shares to the Minister charged with responsibility for finance.

Disposal of

shares to the

Minister

CERTIFICATES

16.

The Registrar of the Company shall only issue jumbo certificates in

respect of Shares or Securities in favour of Bursa Malaysia Depository

Nominees Sdn Bhd as he may be directed by the Securities

Commission or Bursa Malaysia Depository Nominees Sdn Bhd pending

the crediting of Shares or Securities into the Securities Account of the

person entitled to such Shares or Securities or as may be prescribed

by the Central Depositories Act and the Rules PROVIDED ALWAYS that

every certificate shall be issued under the Share Seal or Seal in such

form as the Directors shall from time to time prescribe and shall bear

the facsimile signature of at least one Director and a second Director

or the Secretary or some other person appointed by the Directors, and

shall specify the number and class of Shares or Securities to which it

relates and the amounts paid thereon.

Issue of

share

certificates

ALTERATION ON RIGHTS

17.

Notwithstanding Clause 18 hereof the repayment of preference

capital other than redeemable preference capital, or any other

alteration of preference shareholder rights, may only be made

pursuant to a special resolution of the preference shareholders

concerned, provided always that where the necessary majority for

such a special resolution is not obtained at the meeting, consent in

writing if obtained from the holders of three-fourths of the

preference capital, concerned within 2 months of the meeting, shall

be as valid and effectual as a special resolution carried at the meeting.

Alteration of

preferential

shareholders’

rights

18.

If at any time the share capital is divided into different classes of

shares, the rights attached to any class (unless otherwise provided by

the terms of issue of shares of that class) may, whether or not the

Company is being wound up, be varied or abrogated with the consent

in writing of the holders of three-fourths of the issued shares of that

class, or with the sanction of a special resolution passed at a separate

meeting of members of the holders of the shares of that class. To

every such separate meeting of members the provisions of this

Constitution relating to meetings of members shall mutatis mutandis

apply, but so that the necessary quorum shall be 2 persons at least

holding or representing by proxy one-third of the issued shares of

the class and that any holder of shares of the class present in person

or by proxy may demand a poll. To every such special resolution the

provisions of Section 292 of the Act shall, with such adaptations as

are necessary, apply.

Alteration of

class right