360 YINSON HOLDINGS BERHAD | INTEGRATED ANNUAL REPORT 2023 (iv) to approve and adopt the By-Laws which is in compliance with the Main Market Listing Requirements of Bursa Securities (“Listing Requirements”), a draft of which is set out in Appendix I of Part C of the Circular. THAT pursuant to Section 85(1) of the Companies Act 2016 which must be read together with Clause 13(G) of the Constitution of the Company, approval be hereby given to waive the pre-emptive rights of the existing shareholders of the Company to be offered any new YHB Shares ranking equally to the existing issued YHB Shares or other convertible securities arising from any allotment and issuance of new YHB Shares to the eligible persons pursuant to the Proposed ESS2023. AND THAT the Board be and is hereby authorised to give effect to the Proposed ESS2023 with full power to assent to any conditions, modifications, variations and/or amendments in any manner as may be deemed necessary or expedient by the Board or required by the relevant authorities and to deal with all matters relating thereto and to take all such steps and do all acts, deeds and things as they may consider necessary and/or expedient to implement, finalise and give full effect to the Proposed ESS2023.” 12. ORDINARY RESOLUTION PROPOSED ALLOCATION TO THE FOLLOWING ELIGIBLE PERSONS WHO ARE EXECUTIVE DIRECTOR OF YHB AND/OR PERSONS CONNECTED WITH THEM UNDER THE PROPOSED ESS2023 “THAT subject to the passing of Ordinary Resolution 22, approval be and is hereby given to the Board of Directors of the Company (“Board”) at any time and from time to time during the duration of the Proposed ESS2023, to offer and grant to each of the Executive Directors and persons connected with them as named therein below respectively, such number of YHB Shares in the Company which will be vested in him/her at a specified future date and to allot and issue and/or deliver such number of options, YHB Shares and/or the equivalent cash value or combinations thereof comprised in the Proposed ESS2023 granted and/or awarded to him/her from time to time, provided always that not more than 10% (or such percentage as allowable by the relevant authorities) of the YHB Shares available under the Proposed ESS2023 as well as YHB Shares to be issued and allotted pursuant to the awards under the ESS2015 following the implementation of the Proposed ESS2023 shall be allocated to any eligible Executive Director or executive officers who, either singly or collectively through persons connected with the eligible Executive Director or executive officers, holds 20% or more of the total number of issued Shares (excluding treasury shares), subject always to such terms and conditions and/or any adjustment which may be made in accordance with the By-Laws. (i) Mr Lim Han Weng Group Executive Chairman/Non-Independent Executive Director (ii) Mr Lim Chern Yuan Group Chief Executive Officer/Non-Independent Executive Director (iii) Madam Bah Kim Lian Non-Independent Executive Director (iv) Mr Lim Chern Wooi Chief Executive Officer, Regulus Offshore” 13. To transact any other business of which due notice shall have been given in accordance with the Companies Act 2016 and the Constitution of the Company. (Please refer to Note 10 of the Explanatory Notes) Ordinary Resolution 23 Ordinary Resolution 24 Ordinary Resolution 25 Ordinary Resolution 26 NOTICE OF ANNUAL GENERAL MEETING
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