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Heineken Malaysia Berhad
Company no. 5350-X
Page
43 of 51
147.
The Directors in authorising a distribution, direct payment of such
dividend or bonus wholly or in part by the distribution of specific assets,
and in particular of paid-up shares or debenture or debenture stock of
any other company, or in any one or more of such ways, and where any
difficulty arises in regard to the payment of the distribution the Directors
may settle the same as they think expedient, and in particular may issue
fractional shares and may fix
the value for distribution of such specific
assets or any part thereof and may determine that cash payment shall be
made to any members upon the footing of the value so fixed in order to
adjust the rights of all parties, and may vest any such specific assets in
trustee upon such trusts for the persons entitled to the distribution
as
may
seem expedient to the Directors.
Power to
settle payment
of distribution
in specie
CAPITALISATION OF PROFITS
148.
The Company may, upon the recommendation of the Directors and
subject to the Applicable Laws of Malaysia, capitalise any sum standing
or which will stand to the credit of any of the Company's reserve accounts
or any sum standing or which stand to the credit of the profit and loss
account or otherwise available or which will become available for
distribution, provided that such sum be not required for paying the
distribution on any shares carrying a fixed cumulative preferential
distribution, and accordingly that the Directors be authorised to
appropriate the sum resolved/determined by the Directors (as the case
may be) to be capitalised to the members holding Ordinary Shares in the
proportions in which such sum would have been divisible amongst them
had the same been applied or been applicable in paying distributions
and to apply such sum on their behalf, either in or towards paying the
amounts (if any) for the time being unpaid on any shares held by such
members respectively, or paying up in full unissued shares or debentures
of the Company of an amount equal to such sum, such shares or
debentures to be allotted and distributed credited as fully paid up to and
amongst such members in the proportion aforesaid or partly in one way
and partly in the other.
Capitalisation
of profits
149.
Subject to the Applicable Laws of Malaysia, the Directors shall make
all
appropriations and applications of the undivided profits resolved to be
capitalised thereby, and all allotments and issues of fully paid shares or
debentures, if any, and generally shall do all acts and things required to
give effect thereto, with full power to the Directors to make such
provision by the issue of fractional shares or by payment in cash or
otherwise as they think fit for the case of shares or debentures becoming
distributable in fractions, and also to authorise any person to enter on
behalf of all the members entitled thereto into an agreement with the
Company providing for the allotment to them respectively, credited as
fully paid up, of any further shares or debentures to which they may be
entitled upon such capitalisation, or (as the case may require) for the
payment by the Company on their behalf, by the application thereto of
their respective proportions of the profits resolved to be capitalised of
the amounts or any part of the amounts remaining unpaid on their
existing shares, and any agreement made under such authority shall be
effective and binding on all such members.
Appropriation
and allotment