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Heineken Malaysia Berhad

Company no. 5350-X

Page

25 of 51

78.

A member of the Company entitled to attend and vote at a meeting of

members of the Company, or at a meeting of any class of members

of the Company, is entitled to appoint more than one (1) proxy to

attend and vote instead of the member at the meeting provided that:

78.1 the Company shall be entitled and bound:

(a)

to reject an instrument of proxy lodged if the member is not

shown to have any shares entered against his name in the

register of members and/or the latest Record of Depositors

made available to the Company; and

(b)

to accept as the maximum number of votes which in

aggregate the proxy appointed by the member is able to

cast on a poll the aggregate number of shares which is

entered against the name of that member in the register of

members and/or the latest Record of Depositors made

available to the Company whether that number is greater or

smaller than the number specified in any instrument of

proxy executed by or on behalf of that member.

78.2 the Company shall be entitled and bound, in determining rights

to vote and other matters in respect of a completed instrument

of proxy submitted to it, to have regard to the instructions (if

any) given by and the notes (if any) set out in the instrument of

proxy.

78.3 the member specifies the proportion of his shareholdings to be

represented by each proxy.

78.4 a member of a company shall be entitled to appoint another

person as his proxy to exercise all or any of his rights to attend,

participate, speak and vote at a meeting of members of the

Company.

Appointment

and Deposit

of Proxy

79.

An instrument appointing a proxy may be in the usual common form

or in such other form as the Directors may accept, and shall be

deemed to include the right to demand or join in demanding a poll.

An instrument appointing a proxy shall, unless the contrary is stated

thereon, be valid as well for any adjournment of the meeting as for

the meeting to which it relates and need not be witnessed.

Form of Proxy

80.

The instrument appointing a proxy, with the power of attorney or

other authority (if any) under which it is signed or notarially certified

or office copy of such power or authority, shall be deposited at the

Office or at such other place within Malaysia as is specified for that

purpose in the notice convening the meeting, not less than 48 hours

before the time appointed for holding the meeting or adjourned

meeting, as the case may be, or in the case of a poll, not less than 24

hours before the time appointed for the taking of the poll, and in

default the instrument of proxy shall not be treated as valid.

Deposit of

Proxy