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Heineken Malaysia Berhad
Company no. 5350-X
Page
18 of 51
45.
The stock shall confer on the holders thereof respectively the same
privileges and advantages, as regards dividends, participations in
assets on a winding up, voting at meetings of the Company, and other
matters as would have been conferred by the shares from which the
stock arose, but so that none of such privileges or advantages, (except
participation in dividends and profits of the Company and in assets
on a winding up) shall be conferred by an amount of the stock which
would not, if existing in shares, have conferred such privilege or
advantages.
Participation
in dividends
and profits
46.
All such provisions of this Constitution as are applicable to paid-up
shares shall apply to stock and in all such provisions the word “share”
shall include “stock” and the word “shareholder” and “member” shall
include “stockholder”.
Application
of this
Constitution
INCREASE OF CAPITAL
47.
Subject to the Applicable Laws of Malaysia, the Company may from
time to time, whether all the shares for the time being issued shall
have been fully paid up or not, by ordinary resolution increase its
share capital by the creation and issue of new shares of such
respective amounts and to carry such rights or to be subject to such
conditions or restrictions in regard to distribution, return of capital or
otherwise as the Company may direct in the resolution authorising
such increase.
Increase of
share capital
48.
Subject to any direction to the contrary that may be given by the
Company in a meeting of members, all new shares or other
convertible Securities shall, before they are issued, be offered to such
persons as at the date of the offer are entitled to receive notices from
the Company of meetings of members in proportion, as nearly as the
circumstances admit, to the amount of the existing Shares or
Securities to which they are entitled. The offer shall be made by notice
specifying the number of Shares or Securities offered, and limiting a
time within which the offer, if not accepted, will be deemed to be
declined, and, after the expiration of that time, or on the receipt of
intimation from the person to whom the offer is made that he declines
to accept the Shares or Securities offered, the Directors may dispose
of those Shares or Securities in the manner as they think most
beneficial to the Company. The Directors may likewise also dispose of
any new Shares or Securities which (by reason of the ratio which the
new Shares or Securities bear to Shares to Securities held by persons
entitled to an offer of new Shares or Securities) cannot, in the opinion
of the Directors, be conveniently offered under this Clause.
Issue of new
shares to
existing
members
49.
Except so far as otherwise provided by the condition of issue, any
capital raised by the creation of new shares shall be considered as
part of the original share capital of the Company. All new shares shall
be subject to the provisions herein contained with reference to
allotments, the payment of calls and instalments, transmissions,
forfeiture, lien or otherwise and shall also be subject to the Rules.
New capital to
be considered
as part of the
current share
capital of the
Company