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Heineken Malaysia Berhad

Company no. 5350-X

Page

19 of 51

ALTERATION OF CAPITAL

50.

50.1 Subject to the Applicable Laws of Malaysia, the Company may

from time to time by ordinary resolution:

(a)

consolidate and divide all or any of its share capital, the

proportion between the amount paid and the amount, if

any, unpaid on each subdivided share shall be the same as

it was in the case of the share from which the subdivided

share is derived;

(b)

subdivide its shares or any of the shares, whatever is in the

subdivision, the proportion between the amount paid and

the amount, if any, unpaid on each subdivided share shall

be the same as it was in the case of the shares from which

the subdivided share is derived. Any resolution whereby any

share is subdivided may determine that, as between the

holders of shares resulting from such subdivision, one or

more of such shares may have such preferred or other

special rights over, or may be given any preference or

advantage as regards dividends, return of capital voting or

otherwise over the other or others of such shares; or

(c)

convert all or any of its paid-up shares into stock and may

reconvert that stock into paid-up shares.

50.2 Subject to the Applicable Laws of Malaysia, the Company may

by special resolution reduce its share capital in any manner

permitted or authorised under and in compliance with the

relevant Applicable Laws of Malaysia.

Consolidation,

sub-division

and

cancellation

of shares

Reduction

of capital

ANNUAL GENERAL MEETINGS AND MEETINGS OF MEMBERS

51.

The Company shall in each year hold an annual general meeting in

addition to any other meetings in that year, within 6 months of the

Company's financial year end and not more than 15 months shall

elapse between the date of one annual general meeting and that of

the next, but so long as the Company holds its first annual general

meeting within 18 months of its incorporation, it need not hold any

other annual general meetings in the year of its incorporation or in

the year following its incorporation.

Annual

general

meetings

52.

All meetings of members other than annual general meetings shall be

called meetings of members.

Meetings of

Members

53.

All annual general meetings shall be held at such time, day and place

as the Directors shall determine. Every notice of an annual general

meeting shall be in accordance with this Constitution and the

Applicable Laws of Malaysia and shall specify the meeting as such and

every meeting convened for passing a special resolution shall state

the intention to propose such resolution as a special resolution.

Convening of

annual general

meetings