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United Breweries Ltd. Board/Management Information 2021

Jun 29, 2021

61982_rns_2021-06-29_bfb81a85-b81f-4c5f-982f-55722ca1fa56.pdf

Board/Management Information

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June 29, 2021

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To,

Department of Corporate Services BSE Limited, Floor 25, P J Towers, Dalal Street, Mumbai - 400001 Scrip: 532478

National Stock Exchange of India Limited Exchange Plaza, Bandra-Kurla Complex, Bandra (East), Mumbai - 400051 Scrip: UBL

Dear Sir/Madam,

Sub: Outcome of meeting of Board of Directors (Board) - Intimation under Regulation 30 and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations) read with Para-A of Schedule III, we write to inform you that the items mentioned herein were approved by the Board at its meeting held earlier today. The said meeting was called following acquisition of additional 39,644,346 (constituting 14.99%) equity shares of Company by ‘Heineken Group’ taking its shareholding in the Company from 46.52% to 61.52% of Company’s equity share capital.

Consequent decisions mentioned below were taken at the Board meeting:

(1) Postponement of Annual General Meeting (AGM):

The Company vide its letter dated June 15, 2021 had intimated the Exchanges about the AGM of the Company to be held on July 09, 2021 and intimated the Book Closure dates and date for payment of Dividend.

Further acquisition of equity shares in the Company by Heineken Group, was informed to the Stock Exchanges vide our letter dated June 23, 2021, under Regulation 30 of the Listing Regulations stating that Heineken Group had acquired 39,644,346 (constituting 14.99%) equity shares of Company taking its shareholding in the Company to 61.52% of Company’s equity share capital. The Company had also filed disclosure on June 25, 2021, with the Stock Exchanges, under SEBI (Prohibition of Insider Trading) Regulations, 2015, intimating acquisition of above equity shares.

Such change in control has necessitated consideration of certain important Resolutions at the AGM, which were not considered in the earlier Notice of AGM already issued. Therefore, in the larger interest of all shareholders and good governance, the AGM is being postponed to be now held on Thursday, July 29, 2021.

- (2) Mr. A K Ravi Nedungadi (DIN 00103214), a Non Executive Director, retiring by rotation.

The Board has taken on record that Mr. A K Ravi Nedungadi, a Non-Executive Director, due to retire by rotation at the ensuing Annual General Meeting (AGM), does not seek re-appointment and has not offered himself for re-appointment on the Board of the Directors of the Company.

Registered & Corporate Office: UB Tower, UB City, #24 Vittal Mallya Road, Bengaluru – 560011, INDIA Tel: (91-80) 45655000, Fax: (91-80) 22211964, 22229488, Email: [email protected] Corporate Identity Number: L36999KA1999PLC025195, Web Site: www.unitedbreweries.com

(3) Appointment of Mr. Berend Odink (DIN 09138421), as Director & Chief Financial Officer, not liable to retire by rotation.

The Board after approval of the Nomination and Remuneration Committee and the Audit Committee has inducted Mr. Berend Odink to the Board of Directors. He will act in executive capacity as Director and CFO.

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with item 7 Para A, Part A of Schedule III to the said Regulations read with SEBI's circular no. CIR/CFD/CMD/4/2015 dated September 9, 2015, the requisite disclosure is furnished in Annexure hereto.

Consequent to the above, the Notice of AGM will have to be revised, and the same will be circulated to all the shareholders of the Company and placed on the website of (i) the Company (ii) the Central Depository (Services) India Limited, (a service provider for remote e-voting, voting at the AGM) and (iii) the Stock Exchanges, respectively. Intimation to General Public, will also be provided through appropriate Newspaper Notice.

Kindly take the same on record.

Thanking you,

Yours faithfully, For UNITED BREWERIES LIMITED

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Govind Iyengar

Senior Vice President – Legal & Company Secretary

Annexure

Details of Mr. Berend Odink- Director & CFO

7.1 Reason Heineken has proposed the appointment of Mr. Berend Odink,
current Chief Financial Officer (CFO) as Director & CFO of the
CompanywitheffectfromJune 29, 2021.
7.2 Date and Term
of Appointment

Appointment of Mr. Berend Odink as Director & CFO with effect
from June 29, 2021. In terms of the Companies Act, 2013
Mr. Berend Odink shall hold office as Director & CFO for a period
of 5 years effective June 29, 2021 extendable thereafter subject to
approvalofthe Shareholders at the General Meeting.
7.3 Brief Profile Mr. Berend Odink holds MSc in Economics from the Erasmus
University, Rotterdam, Netherlands with a specialization in
Financial Economics. He joined Heineken in 2004 as Business
Analyst, Global Business Development at Heineken Amsterdam and
thereafter worked in various capacities in Heineken Netherlands
and Amsterdam as Manager Purchasing Control from 2008 to 2012,
as Finance Manager from 2012 to 2016. In 2016 he was appointed
as Finance Director of Heineken Ethiopia and as part of
Management Team, transformed the Finance function to a true
business partners balancing the short term and long-term strategy
and delivering strong financial results. He brings with him about 21
years’ experience of a professional in finance. Mr. Berend was
appointed as Chief Financial Officer of the Company in August
2019.
7.4 Relationship
between
Directors
Mr. Berend Odink is not related to any Director on the Board of the
Company.

Registered & Corporate Office: UB Tower, UB City, #24 Vittal Mallya Road, Bengaluru – 560011, INDIA Tel: (91-80) 45655000, Fax: (91-80) 22211964, 22229488, Email: [email protected] Corporate Identity Number: L36999KA1999PLC025195, Web Site: www.unitedbreweries.com