Yinson Annual Report 2019

EXPLANATORY NOTES ON SPECIAL BUSINESS: 4. ORDINARY RESOLUTION 8 – AUTHORITY TO ISSUE AND ALLOT SHARES PURSUANT TO SECTIONS 75 AND 76 OF THE ACT The proposed Ordinary Resolution 8 is a renewal of the previous year’s general mandate for issuance of shares by the Company under Sections 75 and 76 of the Act. The Ordinary Resolution, if passed, will empower the Directors of the Company, from the date of the Twenty-Sixth Annual General Meeting, to issue and allot new ordinary shares of the Company of up to ten percent (10%) of the total number of issued shares (excluding treasury shares) of theCompany for the time being for such purposes as the Directors of the Company consider would be in the best interest of the Company. This authority, unless earlier revoked or varied by the Company at a General Meeting, will expire at the conclusion of the next Annual General Meeting of the Company or the expiration of the period within which the next Annual General Meeting is required by law to be held, whichever is earlier. The authority to issue shares pursuant toSections 75and76of theActwill provide flexibility andexpediency to theCompany for any possible fund raising activities involving the issuance or placement of shares to facilitate business expansion or strategic merger and acquisition opportunities involving equity deals or part equity or to fund future investment project(s) or for working capital requirements, which theDirectors of theCompany consider to be in the best interest of theCompany. The approval is sought to avoid any delay and cost in convening a general meeting to approve such issuance of shares. As at the date of this Notice, the Company did not issue any new shares pursuant to the general mandate granted to the Directors at the Twenty-Fifth Annual General Meeting of the Company held on 12 July 2018 and the mandate will lapse at the conclusion of the Twenty-SixthAnnual General Meeting. A renewal of this authority is being sought at the Twenty-Sixth Annual General Meeting. 5. ORDINARY RESOLUTION 9 – PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY The proposedOrdinary Resolution 9, if passedwill empower the Company to purchase its own ordinary shares up to ten per centum (10%) of the total number of issued shares of the Company. Please refer to the Statement to Shareholders in relation to the Proposed Renewal of Share Buy-Back Authority dated 31May 2019 accompanyingAnnual Report 2019 of theCompany for further information on the ProposedRenewal of Share Buy-Back Authority. STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING (Pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad) No Director is standing for election at the forthcoming Twenty-Sixth Annual General Meeting. Notice of Annual General Meeting (cont’d) Yinson Holdings Berhad ANNUAL REPORT 2019 226