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Heineken Malaysia Berhad

Company no. 5350-X

Page

20 of 51

54.

The Directors may whenever they think fit, convene a meeting of

members other than an annual general meeting, and meetings of

members shall also be convened on any requisition made in

accordance with the provisions of the Act, or if the Company makes

default in convening a meeting in compliance with a requisition

received pursuant to Section 311 of the Act, a meeting may be

convened by such requisitionists in the manner provided in Section

313 of the Act. Any meeting convened by requisitionists shall be

convened in the same manner, as nearly possible, as that in which the

meetings are to be convened by the Directors.

Convening of

meetings of

members

other than

annual general

meetings

55.

The notices convening meetings shall be given to all members (other

than those who are not entitled to receive notices of meetings of

members of the Company under the provisions of this Constitution or

the terms of issue of the shares held by them), directors and to the

auditors for the time being of the Company at least 14 days before

the meeting or at least 21 days before the meeting where any special

resolution is to be proposed or where it is an annual general meeting.

The notice shall be exclusive of the day on which it is served or

deemed to be served and of the day for which it is given and shall

specify the place, the day and the hour of the meeting and, in the case

of special business shall also specify the general nature of that

business and shall be accompanied by a statement regarding the

effect of any proposed resolution in respect of such special business.

At least 14 days’ notice or 21 days’ notice in the case where any

special resolution is proposed or where it is the annual general

meeting, notice of every such meeting shall also be given by

advertisement in at least 1 nationally circulated Bahasa Malaysia or

English daily newspaper and in writing to the Exchange.

Notice of

meetings

56.

The Company shall request the Central Depository in accordance with

the Rules, to issue a Record of Depositors to whom notices of

meetings of members shall be given by the Company. The Company

shall request the Central Depository in accordance with the Rules, to

issue a Record of Depositors as at the latest date which is reasonably

practicable which shall in any event be not less than 3 Market Days

before the meeting of members (hereinafter referred to as “the

General Meeting Record of Depositors”). Subject to the Securities

Industry (Central Depositories)(Foreign Ownership) Regulations, 1996

(where applicable) and notwithstanding any provision in the Act, a

depositor shall not be regarded as a member entitled to attend any

meeting of members and to speak and vote thereat unless his name

appears in the General Meeting Record of Depositors.

General

Meeting

Record of

Depositors

57.

Subject always to the provisions of Sections 323 and 324 of the Act,

no business shall be transacted at a meeting of members except

business of which notice has been given in the notice convening the

meeting.

Business at

meetings of

members other

than annual

general

meetings