Yinson Annual Report 2021

336 YINSON HOLDINGS BERHAD SECTION 08 : ANNUAL GENERAL MEETING Type of Benefits RM Meeting Attendance Allowance Board Meeting and General Meeting Allowances 2,000/meeting Board Committees Allowances 1,000/meeting The details of the Directors’ fees and benefits for the financial year ended 31 January 2021 are set out in the Corporate Governance Overview Statement as contained within the Annual Report 2021. Payment of the Directors’ fees for the financial year ended 31 January 2021 amounting to RM1,846,747.85 will be made by the Company if the proposed Ordinary Resolution 2 is passed by the shareholders at the 28 th AGM. Payment of the Directors’ benefits will be made by the Company as and when incurred if the proposed Ordinary Resolution 3 is passed by the shareholders at the 28 th AGM. 3. ORDINARY RESOLUTIONS 4, 5 AND 6 – RE-ELECTIONOF DIRECTORS WHO RETIRE IN ACCORDANCEWITH CLAUSE 96 OF THE CONSTITUTION OF THE COMPANY Madam Bah Kim Lian, Mr Lim Han Joeh and Datuk Abdullah bin Karim are standing for re-election as Directors of the Company and being eligible, have offered themselves for re-election at the 28 th AGM. The Board has, through the NRC, considered the assessment of the Directors and collectively agreed that they meet the criteria as prescribed by Paragraph 2.20A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad on character, experience, integrity, competence and time commitment to effectively discharge their roles as Directors. The Board has also through the NRC, conducted an assessment on Datuk Abdullah bin Karim’s independence and is satisfied that he has complied with the criteria prescribed by the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and Malaysian Code on Corporate Governance 2017. Please refer to pages 28 to 33 of the Annual Report 2021 for the profiles of the aforesaid Directors. 4. ORDINARY RESOLUTION 7 – RE-APPOINTMENT OF AUDITORS The Board, with Audit Committee’s recommendation, at its meeting held on 28 April 2021 endorsed for the re-appointment of PricewaterhouseCoopers PLT as External Auditors of the Company for the financial year ending 31 January 2022 be presented to the shareholders for approval. EXPLANATORY NOTES ON SPECIAL BUSINESS: 5. ORDINARY RESOLUTION 8 – AUTHORITY TO ISSUE AND ALLOT SHARES OF THE COMPANY 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 aforesaid Ordinary Resolution, if passed, will empower the Directors of the Company, from the date of the 28 th AGM, 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 the Company 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 to Sections 75 and 76 of the Act will provide flexibility and expediency to the Company 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 the Directors of the Company consider to be in the best interest of the Company. The approval is sought to avoid any delay and cost in convening a general meeting to approve such issuance of shares. NOTICE OF ANNUAL GENERAL MEETING