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Heineken Malaysia Berhad
Company no. 5350-X
Page
28 of 51
89.2 If any Director retires by rotation and is re-elected by the
meeting or is, pursuant to this Constitution, deemed to be re-
elected at the meeting at which such retirement took effect, any
appointment made by him of an alternate Director which was in
force immediately prior to the appointor’s retirement shall
continue to operate after such re-election as if the appointor
had not so retired.
89.3 Any appointment or removal of an Alternate Director may be
made in writing and sent by hand, post, facsimile or in any other
form or manner, electronic or otherwise, as approved by the
Directors.
89.4 An Alternate Director shall not be taken into account in
reckoning the minimum or maximum number of Directors
allowed for the time being but he shall be counted for the
purposes of reckoning whether a quorum is present at any
meeting of the Directors attended by him at which he is entitled
to vote.
90.
Subject to the Applicable Laws of Malaysia, the Company may by
ordinary resolution of which special notice has been given, remove
any Director before the expiration of his period of office,
notwithstanding any provisions of this Constitution or of any
agreement between the Company and such Director but without
prejudice to any claim he may have for damages for breach of any
such agreement. The Company may by ordinary resolution appoint
another person in place of a Director so removed from office and any
person so appointed shall be subject to retirement by rotation at the
same time as if he had become a Director on the day on which the
Director in whose place he is appointed was last elected a Director. In
default of such appointment the vacancy so arising may be filled by
the Directors as a casual vacancy.
Removal of
Directors
91.
The Directors shall have power at any time, and from time to time, to
appoint any person to be a Director, either to fill a casual vacancy or
as an addition to the existing Directors, but the total number of
Directors shall not at any time exceed the maximum number fixed in
accordance with this Constitution. Any Director so appointed shall
hold office only until the next following annual general meeting, and
shall then be eligible for re-election but shall not be taken into
account in determining the Directors who are to retire by rotation at
that meeting.
Appointment
by the Board
of Directors