344 YINSON HOLDINGS BERHAD ii. Ordinary Resolution 13 The Directors’ benefits cover meeting allowances, directors’ training, and other reimbursable expenses incurred in the course of carrying out their duties as Directors of the Company. The Board, at its meeting held in March 2025, approved the NRC’s recommendation for the Directors’ benefits for the financial year ended 31 January 2025 to remain unchanged, as set out in the table below: Type of Benefits RM Meeting Attendance Allowance General Meeting / Board Meeting / Board Committees Meeting 2,000/per meeting Other Benefit Directors’ Training 900,000/year* Note: * Annual training budget for the Board as a whole. In determining the estimated amount of benefits payable to the Directors, various factors were taken into account, including the number of scheduled meetings for the Board and Board Committees based on the current number of Directors, as well as a provisional sum set aside as a contingency. An amount of up to RM1,356,000.00, which remains unchanged from the amount approved at the 31st AGM held on 16 July 2024, is proposed as the benefits payable to the Directors for the period from 26 July 2025 until the conclusion of the next AGM in 2026. Payment of the Directors’ benefits will be made by the Company to the respective Directors as and when incurred if the proposed Ordinary Resolution 13 is passed by the shareholders at the 32nd AGM. The details of the Directors’ fees and benefits are set out in the Company’s Corporate Governance Report, which is available on the Company’s website at www.yinson.com. 3. ORDINARY RESOLUTIONS 14 AND 15 – RE-ELECTION OF DIRECTORS WHO RETIRE IN ACCORDANCE WITH CLAUSE 96 AND CLAUSE 101 OF THE CONSTITUTION OF THE COMPANY The profiles of retiring Directors standing for re-election as per Agenda item nos. 4 and 5 are set out in the Board of Directors’ profile of the Integrated Annual Report 2025. Clause 96 of the Constitution of the Company provides that one-third of the Directors for the time being or, if their number is not three or a multiple of three, the number nearest to but not exceeding one-third, shall retire from office at each AGM and at the same time an election of directors shall take place. Each Director shall retire from office once at least in each three years but shall be eligible for re-election. Clause 101 of the Constitution of the Company provides that any Director appointed by the Board shall hold office only until the next following AGM and shall then be eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation at that meeting. The NRC has assessed the performance and contributions of the retiring Directors, taking into consideration their skills, experience, character, integrity, competence, commitment, and contributions, as well as independence of the Independent Director seeking for re-election at the 32nd AGM. Based on the outcome of the Board Effectiveness Evaluation for the financial year ended 31 January 2025, the NRC is satisfied with the performance and contributions of the retiring Directors, as well as their adherence to the fit and proper criteria outlined in the Directors’ Fit and Proper Policy. The retiring Independent Non-Executive Director has also complied with, and satisfied, the independence criteria required under the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. All Directors standing for re-election have abstained from deliberations and decisions regarding their eligibility to stand for re-election at the relevant NRC and Board Meetings. As a shareholder of the Company, Mr Lim Han Weng will also abstain from voting on his re-election at the 32nd AGM. ANNUAL GENERAL MEETING
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