367 ANNUAL GENERAL MEETING 9. ORDINARY RESOLUTION 22 – PROPOSED ESS2023 The proposed Ordinary Resolution 22, if passed, will allow the Company to establish an employees’ share scheme of up to ten percent (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 scheme for eligible executive directors and employees of the Company and its subsidiaries (excluding dormant subsidiaries). Section 85(1) of the Companies Act 2016 states that: “Subject to the constitution, where a company issues shares which rank equally to existing shares as to voting or distribution rights, those shares shall first be offered to the holders of existing shares in a manner which would, if the offer were accepted, maintain the relative voting and distribution rights of those shareholders”. Clause 13(G) of the Constitution of the Company states that: “Subject to any direction to the contrary that may be given by the Company in general meeting, all new shares or other convertible Securities shall, before issue, be offered to such persons as at the date of the offer are entitled to receive notices from the Company of General Meetings in proportion as nearly as the circumstances admit, to the amount of the existing shares or Securities to which they are entitled. The offer shall be made by notice specifying the number of shares or Securities offered, and limiting a time within which the offer, if not accepted, will be deemed to be declined, and, after the expiration of that time, or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares or Securities offered, the Directors may dispose of those shares or Securities in such manner as they think most beneficial to the Company. The Directors may likewise also dispose of any new share or Security which (by reason of the ratio which the new shares or Securities bear to shares or Securities held by persons entitled to an offer of new shares or Securities) cannot, in the opinion of the Directors, be conveniently offered under this Constitution.” In order for the Board to issue any new YHB Shares or other convertible securities without any pre-emptive rights, such pre-emptive rights must be waived. By approving the resolution in relation to the Proposed ESS2023 which entails the allotment and issuance of new YHB Shares, the shareholders of the Company are waiving their pre-emptive rights pursuant to Section 85(1) of the Companies Act 2016 which must be read together with Clause 13(G) of the Constitution to first be offered the YHB Shares which, upon waiving the same, will result in a dilution to their shareholding percentage in the Company. 10. ORDINARY RESOLUTIONS 23, 24, 25 AND 26 – PROPOSED ALLOCATION OF THE PROPOSED ESS2023 TO MR LIM HAN WENG, MR LIM CHERN YUAN, MADAM BAH KIM LIAN AND MR LIM CHERN WOOI The proposed Ordinary Resolutions 23, 24, 25 and 26, if passed, will empower the Company to offer and grant Mr Lim Han Weng, Mr Lim Chern Yuan, Madam Bah Kim Lian and Mr Lim Chern Wooi, options to subscribe or acquire shares at a specified future date at a pre-determined price and to receive new and/or existing shares at no consideration and/or the equivalent cash value of such shares or combinations thereof. Further information on the Proposed Amendments to the Constitution, Proposed Renewal of Share Buy-Back Authority and Proposed ESS2023 are set out in the Circular/Statement to Shareholders dated 31 May 2023 which are available on the Company’s website at www.yinson.com. STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING (Pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad) A. The profiles of the Directors who are standing for re-election as per Agenda item nos. 5 and 6 of the Notice of the 30th AGM are stated on pages 126 and 131 of the Company’s Integrated Annual Report 2023. B. Details on the authority to issue and allot shares in the Company pursuant to Sections 75 and 76 of the Companies Act 2016 are set out in Note 7 of the Notice of the 30th AGM. NOTICE OF ANNUAL GENERAL MEETING
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