366 YINSON HOLDINGS BERHAD | INTEGRATED ANNUAL REPORT 2023 With her extensive work experience, Puan Fariza is an ideal candidate for the Board. Her specialised knowledge and expertise in investment-related sectors equip her to make well-informed decisions and recommendations on investment opportunities and strategies, ultimately adding value to the Company. She is dedicated to keeping up with industry trends, developments, and opportunities, enabling the Company to remain competitive and achieve its financial objectives. Moreover, her skills and commitment to investment growth will contribute to further leveraging the Company’s investment potential, leading to its overall improvement. 5. ORDINARY RESOLUTION 19 – RE-APPOINTMENT OF AUDITORS Based on the results of the External Auditors Evaluation for the financial year ended 31 January 2023, the Board and the Audit Committee of the Company at both meetings held on 19 May 2023, were satisfied with the quality of service, adequacy of resources provided, communication, interaction skills and independence, objectivity and professionalism demonstrated by the External Auditors, PricewaterhouseCoopers PLT in carrying out their functions. The Board, at the recommendation of the Audit Committee, endorsed the re-appointment of PricewaterhouseCoopers PLT as External Auditors of the Company for the financial year ending 31 January 2024, to be presented to the shareholders for approval. EXPLANATORY NOTES ON SPECIAL BUSINESS: 6. SPECIAL RESOLUTION – PROPOSED AMENDMENTS TO THE CONSTITUTION OF THE COMPANY The proposed amendments to the Company’s Constitution are set out in Appendix II of Part A of the circular to shareholders dated 31 May 2023. The proposed amendments shall take effect once the special resolution has been 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 30th AGM. 7. ORDINARY RESOLUTION 20 – AUTHORITY TO ISSUE AND ALLOT SHARES OF THE COMPANY PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT 2016 The proposed Ordinary Resolution 20, if passed, would renew the mandate granted to the Directors for issuance of shares under Sections 75 and 76 of the Companies Act 2016 at the 29th AGM held on 14 July 2022 (“29th AGM”) (“General Mandate”) and enable the Directors to take swift action in case of, inter alia, a need for corporate exercises or the emergence of business opportunities that align with the Group’s investment policies or other circumstances, which involve the issuance of new shares in the Company. Additionally, it aims to avoid delays and costs associated in convening general meetings for approving such share issuance. In any event, the exercise of the General Mandate will only be undertaken if the Board considers it to be in the best interest of the Company and promotes value accretive for the shareholders. This authority, unless revoked or varied by the Company in a general meeting, will expire at the conclusion of the next AGM of the Company or at the expiry of the period within which the next AGM is required to be held after the approval was given, whichever is earlier. The waiver of pre-emptive rights pursuant to Section 85 of the Companies Act 2016 to be read together with Clause 13(G) of the Constitution of the Company will allow the Directors of the Company to issue new shares of the Company which will rank equally to existing issued shares of the Company, to any person without having to offer new shares to all the existing shareholders of the Company prior to issuance of new shares in the Company under the General Mandate. The Company did not issue any new shares under the general mandate which was approved at the 29th AGM. As at the date of this notice, there is no decision to issue new shares. Should there be a decision to issue new shares after the General Mandate is sought, the Company will make an announcement of the actual purpose and utilisation of proceeds arising from such issuance of shares. 8. ORDINARY RESOLUTION 21 – PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY The proposed Ordinary Resolution 21, if passed, will empower the Company to purchase its own ordinary shares up to ten percent (10%) of the total number of issued 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. NOTICE OF ANNUAL GENERAL MEETING
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