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Heineken Malaysia Berhad
Company no. 5350-X
Page
40 of 51
THE SECRETARY
133.
The Secretary and a Deputy or Assistant Secretary shall, in accordance
with the Act, be appointed by the Directors for such terms, at such
remuneration, and upon such conditions as the Directors think fit and
any Secretary, Deputy or Assistant Secretary so appointed may be
removed by them but without prejudice to any claim he or they may
have for damages for breach of any contract of service with the
Company. The Directors may from time to time by resolution appoint
a temporary substitute for the Secretary who shall be deemed to be
the Secretary during the term of his appointment.
The Secretary
SEAL
134.
The Directors shall provide for the safe custody of the Seal which shall
only be used pursuant to a resolution of the Directors, or a committee
of the Directors authorised to use the Seal. The Directors may from
time to time (subject to the provisions of Clause 16 in relation to share
and debenture stock certificates and debentures) make such
regulations as they think fit determining the persons and the number
of such persons in whose presence the Seal shall be affixed and, until
otherwise so determined, every instrument to which the Seal shall be
affixed shall (subject to Clause 16) be signed by a Director and by the
Secretary or by a second Director or by some other person appointed
by the Directors for the purpose Provided Always that no person
dealing with the Company shall be concerned to see or enquire as to
whether any regulations so made have been complied with.
The custody
and the
affixing of
the Seal
135.
The Company may also have a Share Seal pursuant to Section 63 of
the Act. The Share Seal is a duplicate of the Seal with the addition on
its face of the words "Securities" which is specifically affixed onto
certificates that may be issued by the Company for any share, stock,
loan stock, debentures as defined in the Act, or other marketable
security created or issued by the Company.
The Share Seal
SEAL FOR USE ABROAD
136.
The Company or the Directors on behalf of the Company may exercise
the powers conferred by the provisions of the Act with regard to
having an official seal for use abroad and the powers conferred by the
provisions of the Act with regard to the keeping of a branch register.
Seal for use
abroad
RESERVES
137.
The Directors may, before authorise any distribution, whether
preferential or otherwise, set aside out of the profits of the Company
such sums as they think proper as a reserve fund to meet depreciation
or contingencies, or for equalising distributions or for the payment of
special distributions, or for the general liquidation of any debt or
liability of the Company or for repairing, improving or maintaining
any of the property of the Company, or for such other purposes (being
purposes for which the profits of the Company may lawfully be
applied) as the Directors shall in their absolute discretion think
Creation of
reserve fund