388 YINSON HOLDINGS BERHAD | INTEGRATED ANNUAL REPORT 2024 ii. Ordinary Resolution 16: Re-election of Datuk Abdullah bin Karim (“Datuk Abdullah”) as Independent Non-Executive Director Datuk Abdullah fulfils the requirements of independence set out in the Main Market Listing Requirements of Bursa Securities. He has remained objective and independent in expressing his view and participating in Board deliberations and decision making. With his extensive experience in the oil and gas industry, he brings valuable expertise to the Company. His diverse perspectives and insights significantly enrich the Board’s deliberation. He consistently exercises due diligence during his tenure as Independent Non-Executive Director of the Company. The Board is satisfied with his performance and contribution. He continues to diligently and effectively carry out his duties, demonstrating unwavering commitment to his roles. iii. Mr Lim Han Joeh, a Non-Independent Non-Executive Director (“NINED”) of the Company who is retiring in accordance with Clause 96 of the Company’s Constitution, has notified the Board of his intention not to seek for re-election at the 31st AGM. Accordingly, he will retire from his position as a NINED of the Company at the conclusion of the 31st AGM. Apart from the conflict of interest information mentioned in the footnote of the Profile of Directors section of this Integrated Annual Report 2024, no other information is required to be disclosed under the Main Market Listing Requirements of Bursa Securities, and there are no other issues that should be notified to the shareholders regarding the Directors seeking re-election at the 31st AGM. All Directors standing for re-election have abstained from deliberations and decisions on their own eligibility to stand for re-election at the relevant NRC and Board Meetings. 4. ORDINARY RESOLUTION 17 – RE-APPOINTMENT OF AUDITORS Based on the results of the External Auditors Evaluation for the financial year ended 31 January 2024, the Board and the Audit Committee of the Company at both meetings held on 20 May 2024, 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 2025 to be presented to the shareholders for approval. EXPLANATORY NOTES ON SPECIAL BUSINESS: 5. ORDINARY RESOLUTION 18 – AUTHORITY TO ISSUE AND ALLOT SHARES OF THE COMPANY PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT 2016 The proposed Ordinary Resolution 18, 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 30th AGM held on 13 July 2023 (“30th AGM”) (“General Mandate”). 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 purpose of this resolution is to grant the Company flexibility for potential fundraising activities, including but not limited to, the issuance of shares to fund current and/or future investment project(s), working capital, repayment of borrowings, acquisitions or the issuance of shares as consideration for the acquisition of assets or any other purposes deemed to be in the best interest of the Company by the Board. The General Mandate aims to empower the Company to issue new securities without convening separate general meetings to obtain its shareholders’ approval, thus minimising additional costs and time expenditures.
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