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Heineken Malaysia Berhad
Company no. 5350-X
Page
31 of 51
96.2 exercise any power of the Company to issue shares unless
otherwise permitted under the Applicable Laws of Malaysia; or
96.3 enter into any arrangement or transaction with a Director or
director of the holding company of the Company, or with a
person connected with such a Director to acquire from or
dispose to such Director or person any non-cash assets of a
requisite value as defined in the Act.
97.
97.1 The Directors may exercise all the powers of the Company to
borrow money and to mortgage or charge its undertakings,
property and uncalled capital, or any part thereof, and to issue
debentures and other securities whether outright or as security
for any debt, liability or obligation of the Company or of any
related third party Provided Always that nothing contained in
this Constitution shall authorise the Directors to borrow any
money or mortgage or charge any of the Company’s
undertaking, property or any uncalled capital or to issue
debentures and other securities whether outright or as security
for any debt, liability or obligation of an unrelated third party.
97.2 The Directors shall cause a proper register to be kept in
accordance with Section 362 of the Act of all mortgages and
charges specifically affecting the property of the Company and
shall duly comply with the requirements of Section 352 of the
Act in regard to the registration of mortgages and charges
therein specified or otherwise.
97.3 If the Directors or any of them, or any other person, shall
become personally liable for the payment of any sum primarily
due from the Company, the Directors may execute or cause to
be executed any mortgage, charge or security over or affecting
the whole or any part of the assets of the Company by way of
indemnity to secure the Directors or persons so becoming liable
as aforesaid from any loss in respect of such liability.
Directors’
borrowing
powers
Duty to keep
register of
charges
98.
98.1 Subject to the Applicable Laws of Malaysia, the Company may
pay pensions or allowances (either revocable or irrevocable and
either subject or not subject to any terms or conditions) to any
Director (as hereinafter defined) on or at any time after his
retirement from his office or employment under the Company
or under any associated company or on or after his death to his
widow or other dependants.
Pensions