338 YINSON HOLDINGS BERHAD ANNUAL GENERAL MEETING ii. Ordinary Resolution 14 The Directors’ benefits comprise meeting allowances, directors’ training, and other reimbursable expenses incurred in the discharge of their duties as Directors of the Company. At its meeting held in March 2026, the Board approved the NRC’s recommendation that the Directors’ benefits for the financial year ended 31 January 2026 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 Directors’ benefits payable, various factors were taken into account, including the number of scheduled Board and Board Committee meetings based on the current composition of the Board, as well as a provisional sum set aside as a contingency. Payment of the Directors’ benefits will be made by the Company to the respective Directors as and when incurred, subject to shareholders’ approval of the proposed Ordinary Resolution 14 at the 33rd AGM. Further 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 15, 16, 17, 18 AND 19 – RE-ELECTION OF DIRECTORS WHO RETIRE IN ACCORDANCE WITH CLAUSES 96 AND 101 OF THE CONSTITUTION OF THE COMPANY 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, then the number nearest to but not exceeding one-third, shall retire from office at each AGM, and an election of directors shall take place. Each Director shall retire at least once every three years but shall be eligible for re-election. Clause 101 of the Constitution of the Company provides that a Director appointed by the Board shall hold office only until the next AGM and shall then be eligible for re-election. Such Director shall not be taken into account in determining the Directors who are to retire by rotation at that meeting. The Board, through the NRC, has undertaken a comprehensive assessment of the performance, contributions, and overall suitability of the retiring Directors. The evaluation considered, among others, their skills, experience, integrity, competence, commitment, and effective contribution to the Board and its Committees. For retiring Independent Non‑Executive Directors, the NRC also assessed their independence. Based on the outcome of the Board Effectiveness Evaluation for the financial year ended 31 January 2026, the NRC concluded that all retiring Directors have demonstrated satisfactory performance and continue to meet the fit and proper criteria under the Directors’ Fit and Proper Policy. The retiring Independent Non-Executive Directors were also assessed to have remained independent in accordance with the requirements of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. All Directors standing for re-election have abstained from deliberations and decisions on their respective re-election at the relevant NRC and Board Meetings. In addition, Mr Lim Chern Yuan, being a shareholder of the Company, will abstain from voting on his own re-election at the 33rd AGM. The profiles of the retiring Directors standing for re-election pursuant to Agenda item nos. 4 and 5 are set out in the Board of Directors’ profile section of the Integrated Annual Report 2026.
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