Yinson Annual Report 2018

Notice of Annual General Meeting (Cont’d) EXPLANATORY NOTES ON SPECIAL BUSINESSES: 5. ORDINARY RESOLUTION 7 – AUTHORITY TO ALLOT SHARES PURSUANT TO SECTIONS 75 AND 76 OF THE ACT The proposed Ordinary Resolution 7 is for the purpose of seeking a renewal for the general mandate to empower the Directors of the Company pursuant to Sections 75 and 76 of the Act, from the date of the above meeting, to allot not more than ten percent (10%) of the total number of issued shares (excluding treasury shares) of the Company for such purposes as the Directors of the Company consider would be in the interest of the Company. This authority will, unless revoked or varied by the Company at a general meeting, expire at the conclusion of the next Annual General Meeting of the Company. This authority will provide flexibility and enable the Directors to take swift action for allotment of shares for any possible fund raising activities, including but not limited to further placement of shares for purpose of funding current and/ or future investment project(s), working capital, repayment of bank borrowings, acquisition(s) and/or for issuance of shares as settlement of purchase consideration and to avoid incurring additional cost and time in convening general meetings to approve such issue of shares. As at the date of this Notice, the Company did not allot any shares pursuant to the mandate granted to the Directors at the Twenty-Fourth Annual General Meeting. 6. ORDINARY RESOLUTION 8 – PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY The proposed Ordinary Resolution 8, if passed, will give the Directors of the Company the authority to purchase the Company’s own shares up to an amount not exceeding in total ten percent (10%) of the total number of issued shares of the Company at any point in time upon such terms and conditions as the Directors may deem fit in the interest of the Company. This authority, unless revoked or varied by the Company at a general meeting, will expire at the conclusion of the next Annual General Meeting of the Company. Please refer to Statement to Shareholders in relation to the Proposed Renewal of Share Buy-Back Authority dated 31 May 2018 accompanying 2018 Annual Report of the Company for further information on the Proposed Renewal of Share Buy-Back Authority. 7. SPECIAL RESOLUTION 1 – PROPOSED ADOPTION OF NEW CONSTITUTION OF THE COMPANY The proposed adoption of new Constitution of the Company is made mainly for the following purposes: (a) To be in line with the amendments to Main Market Listing Requirements of Bursa Malaysia Securities Berhad issued on 29 November 2017; and (b) To provide clarity and consistency with the enforcement of the Act effective 31 January 2017. The proposed Special Resolution is required to be passed by a majority of not less than seventy-five percent (75%) of such members who are entitled to vote and do vote in person or by proxy at the Twenty-Fifth Annual General Meeting. STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING (Pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad) There is no Director standing for election as Director of the Company at the Twenty-Fifth Annual General Meeting. 202 Yinson Holdings Berhad Annual Report 2018 Accountability