345 INTEGRATED ANNUAL REPORT 2025 The Board has endorsed the NRC’s recommendation to seek shareholders’ approval for the re-election of the retiring Directors, based on the following justifications: i. Ordinary Resolution 14: Re-election of Mr Lim Han Weng (“Mr Lim”) as Group Executive Chairman/Non-Independent Executive Director Mr Lim, the founder of Yinson, brings a wealth of experience in the Group’s operational matters. As a key figure in the Company’s growth, he has been instrumental in providing strategic leadership and direction to the Board, significantly enhancing its overall effectiveness. His responsibilities include facilitating effective communication between the Board, Management and Shareholders, ensuring alignment of key priorities and corporate objectives. With his deep familiarity with the Group’s business operations, Mr Lim continues to offer valuable insights that support and enhance the Group’s performance and long-term success. The Board is satisfied with his performance and contribution. He continues to carry out his duties diligently, effectively and demonstrates his commitment to his roles. ii. Ordinary Resolution 15: Re-election of Mr Lim Poh Seong as Independent Non-Executive Director Mr Lim Poh Seong fulfils the requirements of independence set out in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. He has remained objective and independent in expressing his view and participating in Board deliberations and decision making. With over 25 years of experience in the fields of auditing, accounting, corporate finance and overall administration of business operations, Mr Lim Poh Seong brings valuable expertise to the Board. His re-election would strengthen the Board’s composition, dynamic and diversity, thereby enhancing its overall effectiveness. He continues to discharge his duties and responsibilities diligently, contributing to improved decision making quality and the Board’s performance as a whole. Mr Lim Poh Seong has exercised due care and carried out his professional duties proficiently throughout his tenure as an Independent Non-Executive Director (“INED”) of the Company. iii. Dato’ Mohamad Nasir bin Ab Latif, an INED of the Company, who is retiring in accordance with Clause 96 of the Company’s Constitution and approaching the completion of his nine-year term limit as an Independent Director, will retire from his position as an INED of the Company at the conclusion of the 32nd AGM. iv. Mr Gregory Lee, an INED 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 32nd AGM. Accordingly, he will retire from his position as an INED of the Company at the conclusion of the 32nd AGM. 4. ORDINARY RESOLUTION 16 – RE-APPOINTMENT OF AUDITORS At its meeting on 15 May 2025, the Audit Committee reviewed the results of the External Auditors Evaluation for the financial year ended 31 January 2025. They were satisfied with the quality of service, adequacy of resources provided, communication, interaction skills and the independence, objectivity and professionalism demonstrated by the External Auditors, PricewaterhouseCoopers PLT in carrying out their functions. Based on the Audit Committee’s recommendation, the Board endorsed the re-appointment of PricewaterhouseCoopers PLT as External Auditors of the Company for the financial year ending 31 January 2026, to be presented to the shareholders for approval. The Board is also seeking shareholders’ approval to authorise the Directors to fix the remuneration of the External Auditors for the financial year ending 31 January 2026. ANNUAL GENERAL MEETING | NOTICE OF ANNUAL GENERAL MEETING
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