359 ANNUAL GENERAL MEETING (iv) to transfer the treasury shares, or any of the said shares for the purposes of or under an employees’ share scheme; and/or (v) transfer the shares, or any of the shares as purchase consideration; and/or in any other manner as prescribed by the Act, rules, regulations and orders made pursuant to the Act and the Listing Requirements and any other relevant authorities for the time being in force. AND THAT the Directors of the Company be authorised to give effect to the Proposed Renewal of Share Buy-Back Authority with full power to assent to any modifications and/or amendments as may be required by the relevant authorities.” 11. ORDINARY RESOLUTION PROPOSED ESTABLISHMENT OF AN EMPLOYEES’ SHARE SCHEME (“ESS2023”) OF UP TO 10% OF THE TOTAL NUMBER OF ISSUED SHARES OF THE COMPANY (EXCLUDING TREASURY SHARES, IF ANY) AT ANY POINT IN TIME DURING THE DURATION OF THE ESS2023 FOR ELIGIBLE EXECUTIVE DIRECTORS AND EMPLOYEES OF YHB AND ITS SUBSIDIARIES (EXCLUDING DORMANT SUBSIDIARIES) (“PROPOSED ESS2023”) “THAT subject to the approvals from all relevant regulatory authorities and parties being obtained for the Proposed ESS2023, and to the extent permitted by law and the Constitution of the Company, approval and authority be and is hereby given to the Board of Directors of the Company (“Board”) to undertake the following: (i) to establish, implement and administer the Proposed ESS2023 for the benefit of the eligible Executive Directors and employees of the Company and its subsidiaries (excluding subsidiaries which are dormant) (“YHB Group”) who meet certain specified criteria of eligibility for participation in the Proposed ESS2023 and to implement and administer the same in accordance with the by-laws of the Proposed ESS2023 (“ByLaws”) which is set out in Appendix I of Part C of the circular to shareholders of YHB dated 31 May 2023 (“Circular”); (ii) to issue and allot and/or procure the transfer of such number of new and/or existing ordinary shares in YHB (“YHB Shares” or “Shares”) (as adjusted or modified from time to time pursuant to the By-Laws) from time to time as may be required for the purpose of or in connection with the Proposed ESS2023, provided that the total number of the YHB Shares be allotted and issued pursuant to granting of the Shares (“Share Grant”) and/or options to subscribe for and/or acquire the Shares (“Options”) (collectively, the “Awards”) as well as YHB Shares to be issued and allotted pursuant to the awards under the Employees’ Share Scheme of YHB which took effect on 3 November 2015 and is expiring on 2 November 2025 (“ESS2015”) following the implementation of the Proposed ESS2023 shall not exceed 10% in aggregate of the total number of issued YHB Shares of the Company (excluding treasury shares) at any point in time throughout the duration of the Proposed ESS2023 and such new YHB Shares shall, upon allotment and issuance, carry the same rights as the existing YHB Shares, save and except that the new YHB Shares would not be entitled to dividend, rights, allotments and/or other forms of distribution which may be declared, made or paid to shareholders of the Company, the entitlement date of which is prior to the date of allotment of the new YHB Shares to be issued pursuant to the exercise of the Options or vesting of Share Grant; (iii) to add, amend, modify and/or delete all or any part of the terms and conditions as set out in the By-Laws from time to time provided that such addition, amendment, modification and/or deletion are effected in accordance with the provisions of the By-Laws, and to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the Proposed ESS2023; and Ordinary Resolution 22 (Please refer to Note 9 of the Explanatory Notes) NOTICE OF ANNUAL GENERAL MEETING
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