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Heineken Malaysia Berhad
Company no. 5350-X
Page
26 of 51
81.
A vote given in accordance with the terms of an instrument of proxy
or attorney shall be valid, notwithstanding the previous death or
unsoundness of mind of the principal or revocation of the instrument
of proxy, or of the authority which the instrument of proxy was
executed, or the transfer of the share in respect of which the
instrument of proxy is given provided that no intimation in writing of
such death, unsoundness of mind, revocation or transfer shall have
been received by the Company at the Office before the
commencement of the meeting of members or adjourned meeting of
members (or in the case of a poll, before the time appointed for the
taking of the poll) at which the instrument is used.
Proxy
irrevocable
unless notice
received by
the Company
DIRECTORS
82.
Until otherwise determined by the Company in a meeting of members
the number of Directors shall not be less than 2 nor more than 12 but
in the event of any casual vacancy and reducing the number of
Directors below the aforesaid minimum the continuing Directors or
Director may act for the purpose of filing up such vacancy or vacancies
or of summoning a meeting of members of the Company.
Number of
Directors
83.
The shareholding qualification for Directors may be fixed by the
Company in a meeting of members and until so fixed, no shareholding
qualification for Directors shall be required. All Directors shall be
entitled to receive notice of and to attend and speak at all meetings
of members of the Company.
Share
qualification
of the
Directors
84.
84.1 An election of Directors shall take place each year at the annual
general meeting of the Company where one-third of the
Directors for the time being, or, if their number is not three (3)
or a multiple of three (3), then the number nearest to one-third
shall retire from office and be eligible for re-election PROVIDED
ALWAYS that all Directors (save for the Managing Director) shall
retire from office once at least in each three (3) years but shall
be eligible for re-election. A retiring Director shall retain office
until the close of the meeting at which he retires.
84.2 The Director to retire in every year shall be those who have been
longest in office since their last election, but as between
persons who became Directors on the same day those to retire
shall (unless they otherwise agree among themselves) be
determined by lot.
Rotation and
retirement of
Directors