Nominating Committee Statement

NOMINATING COMMITTEE (“NC”)

The NC assists the Board of Directors (“Board”) of YTL Corporation Berhad (“YTL Corp” or the “Company”) in discharging its responsibilities by overseeing the selection and assessment of Directors to ensure that the composition of the Board meets the needs of the Company.

The terms of reference of the NC can be found under the “Governance” section on the Company’s website at www.ytl.com.

During the financial year ended 30 June 2026, two (2) meetings were held and the details of attendance are as follows:

Members of the NC
Attendance
Choo Yoo Kwan @ Choo Yee Kwan (Chairman)
2/2
Raja Noorma Binti Raja Othman
2/2
Tang Kin Kheong
2/2

POLICY ON BOARD COMPOSITION

As the Board’s overriding aim is to maintain a strong and effective Board, it seeks to ensure that all appointments are made on merit, taking into account the collective balance of elements such as skills, experience, age, gender, ethnicity, background and perspective. The Board recognises the importance of encouraging and developing female talent at all levels. There are currently four female directors on the Board comprising 33.3% of the Board, exceeding the 30% recommended under the Malaysian Code on Corporate Governance (“Code”). The Board intends to continue its current approach to diversity in all aspects while at the same time seeking Board members of the highest caliber, and with the necessary strength, experience and skills to meet the needs of the Company.

BOARD NOMINATION AND ELECTION PROCESS AND CRITERIA USED

The NC is responsible for considering and making recommendations to the Board, candidates for directorship when the need arises such as to fill a vacancy arising from resignation or retirement or to close any skills, competencies, experience or diversity gap that has been identified or to strengthen Board composition. Candidates may be proposed by the Managing Director or any Director or shareholder and must fulfil the requirements prescribed under the relevant laws and regulations for appointment as director. A candidate’s suitability for appointment will be based primarily on the individual’s merits, fitness and propriety in accordance with the Fit and Proper Policy adopted by the Board, as well as the strategic aim for the appointment.

ACTIVITIES OF THE NC FOR THE FINANCIAL YEAR ENDED 30 JUNE 2026

i. Annual evaluation

In May 2026, the annual evaluation of the effectiveness of the Board, Board Committees and individual directors was carried out. The evaluation exercise was facilitated by the Company Secretary and involved the completion of evaluation forms.

Besides composition and diversity, Board effectiveness evaluation covered the areas of quality of governance and decision making, including ability in addressing the Company’s material sustainability risk and opportunities, while Board Committees were assessed on their composition, expertise, and whether their functions and responsibilities were effectively discharged in accordance with their respective terms of reference.

Individual Directors were evaluated on their fit and properness, caliber, character and integrity, contribution and performance; whether they devote necessary time and commitment, and have shown the will and ability to deliberate constructively, ask the right questions and confidence to stand up for a point of view. The conflict of interest disclosures made by the affected Directors were also reviewed and assessed for any impact on such Directors’ performance, objectivity and effectiveness in the discharge of their fiduciary duties and responsibilities to the Company. With regards to the Independent Directors, their independence was also assessed.

Results of the evaluations indicated no evident weaknesses or shortcomings which require mitigating measure. The Board and the Board Committees continue to perform effectively and the Directors demonstrated satisfactory performance and commitment in discharging their responsibilities for the financial year ended 30 June 2026.

The NC, with the concurrence of the Board was of the view that the Board is of the right size and has an appropriate mix of skills, experience, perspective, independence and diversity, including gender diversity needed to meet the needs of the Company.

ii. Review of Directors standing for re-election

In June 2026, based on the schedule of retirement by rotation and in conjunction with the annual evaluation exercise, the NC (save for Mr Choo Yoo Kwan @ Choo Yee Kwan and Mr Tang Kin Kheong who abstained from deliberations in respect of their own re-election) evaluated and recommended to the Board that Dato’ Seri Yeoh Seok Hong, Dato’ Sri Yeoh Sock Siong, Mr Choo Yoo Kwan @ Choo Yee Kwan and Mr Tang Kin Kheong, who are due to retire by rotation pursuant to Article 86 of the Company’s Constitution at the Forty-Third Annual General Meeting (“AGM”) of the Company, stand for re-election.


The NC was satisfied that the executive directors, namely, Dato’ Seri Yeoh Seok Hong and Dato’ Sri Yeoh Sock Siong who have a wealth of experience, knowledge and insights of the business, operations and growth strategies of YTL Corp and subsidiaries (“YTL Corp Group”), performed and contributed effectively as indicated by the performance evaluation results. The NC also considered their fit and properness, in particular their character and integrity, experience and competence, as well as their time and commitment to their roles and responsibilities.

As for the Independent Non-Executive Directors, namely, Mr Choo Yoo Kwan @ Choo Yee Kwan and Mr Tang Kin Kheong, the NC (save for Mr Choo Yoo Kwan @ Choo Yee Kwan and Mr Tang Kin Kheong who abstained from deliberations in respect of their own re-election) was satisfied that they continue to meet the fit and proper criteria as stated in Fit and Proper Policy and exercise objective and independent judgement in discharging their roles and responsibilities, and fulfil the independence criteria set out in the Bursa Malaysia Securities Berhad Main Market Listing Requirements (“Listing Requirements”).

iii. Review of the evaluation forms

The NC reviewed the evaluation forms and revisions were made where relevant, subsequently recommending to the Board the adoption of these forms to align with the Company’s practices and remain consistent with the Code and Listing Requirements.

iv. Review of candidates nominated for appointment as alternate directors to the respective Executive Directors

The NC evaluated and recommended to the Board to consider the appointment of the following persons as alternate directors to the respective Executive Directors:

Alternate DirectorsExecutive Directors
Yeoh Keong YeowTan Sri (Sir) Yeoh Sock Ping
Yeoh Keong WeiDato’ Yeoh Seok Kian
Tan Chien HweiDato’ Yeoh Soo Min
Yeoh Keong HannDato’ Seri Yeoh Seok Hong
Yeoh Pei JenDato’ Sri Yeoh Sock Siong
Choy Yuin YiDato’ Yeoh Soo Keng
Yeoh Pei XienDato’ Setia Yeoh Seok Kah

The NC evaluated the candidates in accordance with the Fit and Proper Policy adopted by the Board, taking into consideration, amongst others, their backgrounds, knowledge, experience, skills, external appointments and the time commitment expected of the role. In assessing the candidates’ suitability for appointment as Alternate Directors, the NC reviewed their profiles, résumé highlights and declarations of fitness and propriety. The NC was satisfied that their collective qualifications and experience offered complementary strengths across law, leadership, investments, infrastructure, technology, strategy, hospitality, creative communications and international exposure, and that they were suitable for the respective roles.

The NC further recognised that the proposed appointments formed part of the Company’s succession planning to ensure Board continuity and develop the next generation of Board leadership. The appointments would also provide the Alternate Directors with appropriate exposure to the Board deliberations, decision-making processes and governance responsibilities.

v. Review of the NC Statement for financial year ended 30 June 2026

The NC reviewed the NC Statement prior to its recommendation to the Board for inclusion in the 2026 Annual Report.

INDUCTION, TRAINING AND DEVELOPMENT OF DIRECTORS

Upon joining the Board, a newly appointed Director will be given an induction pack containing the Company’s annual report, various policies adopted by the Company, terms of references of the Board Committees, Constitution, and schedule of meetings of the Board and Board Committees (if the Director is also a Committee member) which will serve as an initial introduction to the YTL Corp Group as well as an ongoing reference. This is followed by familiarisation visits to the Group’s operational sites and meetings with senior management where practicable and appropriate.

The Board, through the NC, assesses the training needs of its Directors on an ongoing basis by determining areas that would best strengthen their contributions to the Board.

Besides the findings from the annual performance evaluation of Directors, which provide the NC with useful insights into the training needs of the Directors, each Director is requested to identify appropriate training that he/she believes will enhance his/her contribution to the Board.

The Board has taken steps to ensure that its members have access to appropriate continuing education programmes. The Company Secretary facilitates the organisation of in-house development programmes and keeps Directors informed of relevant external training programmes.

During the financial year ended 30 June 2026, the following in-house training programmes were organised for the Directors:

  • Navigating ESG Risk in the Trump Era: Challenges and Opportunities;
  • YTL LEAD Conference 2025;
  • Anti-Bribery & Corruption (ABC) Refresher Course 2025;
  • Risk Without Borders: The New Reality of Third Party Exposure.

All the Directors have undergone training programmes during the financial year ended 30 June 2026. The conferences, seminars and training programmes attended by one or more of the Directors covered the following areas:

Seminars/Conferences/Training Attended by
🢒 Corporate Governance/Compliance/Legal/Sustainability
Navigating ESG Risk in the Trump Era: Challenges and Opportunities Tan Sri (Sir) Yeoh Sock Ping
Dato’ Yeoh Soo Min
Dato’ Setia Yeoh Seok Kah
Syed Abdullah Bin Syed Abd. Kadir
Raja Noorma Binti Raja Othman
Malaysian Institute of Accountants (MIA) Webinar Series: Taxing Matters: A Legal Perspective Raja Noorma Binti Raja Othman
Institute of Corporate Directors of Malaysia: Mandatory Accreditation Programme Part II: Leading for Impact (LIP) Dato’ Seri Yeoh Seok Hong
Dato’ Setia Yeoh Seok Kah
Choo Yoo Kwan @ Choo Yee Kwan
Sectoral Series 2025: Navigating Trade Shocks and Sustainability Transitions Sharifatu Laila Binti Syed Ali
CEO Action Network: Dialogue on Sustainability and Sustainable Finance with Dr Ma Jun Choo Yoo Kwan @ Choo Yee Kwan
The Edge Sustainable Construction Symposium 2025: Building Trends Redefined: The Next Level Dato’ Sri Yeoh Sock Siong
Dato’ Yeoh Soo Keng
Malaysian Institute of Management (MIM) Conference: Renewable Power, Digital Growth: Malaysia’s Sustainable Edge Dato’ Yeoh Soo Min
Hong Leong: Online Training Modules
  • Anti-Money Laundering, Countering Financing of Terrorism and Targeted Financial Sanctions
  • Data Protection & Banking Secrecy
  • Code of Conduct and Ethics
  • Anti Bribery and Corruption
  • Fair Treatment of Financial Customers
  • Cyber Security & Cyber Risk Management
Raja Noorma Binti Raja Othman
Asia School of Business (“ASB”): “Climate First…or Last?” Raja Noorma Binti Raja Othman
Choo Yoo Kwan @ Choo Yee Kwan
Anti-Money Laundering/Countering Financing of Terrorism/Countering Proliferation Financing and Targeted Financial Sanctions: Driving Compliance Through Innovation & Integration Raja Noorma Binti Raja Othman
The Malaysian Institute of Certified Public Accountants: Knowledge Sharing Session (1) ‘Practical Insights to Scope 1 & 2 Emissions’ Tang Kin Kheong
Malaysia Carbon Market Forum 2025: Empowering Regional Climate Actions through the ASEAN Common Carbon Framework Sharifatu Laila Binti Syed Ali
Anti-Bribery and Corruption 2025 Training for Directors Raja Noorma Binti Raja Othman
Anti-Money Laundering/Counter Financing of Terrorism/Countering Proliferation Financing and Targeted Financial Sanctions (“AML/CFT/CPF & TFS”) and Anti-bribery and Corruption (“ABC”) Training Sharifatu Laila Binti Syed Ali
Anti-Bribery & Corruption (ABC) Refresher Course 2025 Dato’ Yeoh Seok Kian
Dato’ Setia Yeoh Seok Kah
Syed Abdullah Bin Syed Abd. Kadir
Choo Yoo Kwan @ Choo Yee Kwan
Tang Kin Kheong
The Edge Sustainable Construction Symposium 2026: Towards Sustainable Construction in Singapore Dato’ Sri Yeoh Sock Siong
Double Materiality Training and Focus Session for Directors Raja Noorma Binti Raja Othman
The Evolving Financial Crime Landscape – A Look at the Latest Developments in Fraud, Corruption and Money Laundering From Financial Action Task Force to Geopolitical Disruption and Recent Scandals Sharifatu Laila Binti Syed Ali
Expert Engagement Session by PricewaterhouseCoopers Malaysia on Emerging Trends in Sustainability Raja Noorma Binti Raja Othman
MIA Webinar Series: Reporting on ESG Performance for Islamic Bank Raja Noorma Binti Raja Othman
🢒 Leadership/Strategy/Finance/Economic Development
Invest ASEAN – Invest Malaysia Conference 2025: Driving ASEAN Integration through Malaysia’s Economic Resilience — Capital, Collaboration, Connections Sharifatu Laila Binti Syed Ali
International Shariah Research Academy for Islamic Finance: Islamic Finance for Board of Directors Raja Noorma Binti Raja Othman
Women in Rail Malaysia Conference 2025 Dato’ Yeoh Soo Min
Origination & Listing Sharing Session: Liquidity in Motion: Perspective from Global and Regional Experts Sharifatu Laila Binti Syed Ali
Bank Negara Malaysia (BNM): MyFintech Week 2025 Choo Yoo Kwan @ Choo Yee Kwan
Bursa Malaysia & CGS International Securities Malaysia Sdn Bhd: Invest Shariah Conference 2025: Innovating Islamic Finance: Unlocking Global Investment Potential Raja Noorma Binti Raja Othman
Islamic Banking and Finance Institute Malaysia (“IBFIM”): Decision-Making Skills for Shariah Committee Members Raja Noorma Binti Raja Othman
ASB: What It Takes: Southeast Asia Raja Noorma Binti Raja Othman
Ernst & Young Tax Consultants Sdn Bhd: e-Invoicing for directors Raja Noorma Binti Raja Othman
Inaugural Investor Forum 2025: Honouring Partnerships, Driving Growth Choo Yoo Kwan @ Choo Yee Kwan
Economic & Market Outlook for 2025 – 2027 Sharifatu Laila Binti Syed Ali
FMI Trends, Opportunities and Risks Sharifatu Laila Binti Syed Ali
RAM Forum 2025: Building Resilience and Future Proofing Amid Shifting Sands Choo Yoo Kwan @ Choo Yee Kwan
Global Islamic Finance Forum 2025: Bridging Tradition and Tomorrow – Advancing Business, Empowering Communities Raja Noorma Binti Raja Othman
Asian Institute of Chartered Bankers: From Banking Halls to Boardrooms – Navigating New Horizons in the Age of Transformation Raja Noorma Binti Raja Othman
The Verdict on Budget 2026: What It Means for Malaysia’s Growth Raja Noorma Binti Raja Othman
64th World Federation of Exchanges Annual General Assembly and Annual Meeting 2025 Sharifatu Laila Binti Syed Ali
IBFIM: Key Macroeconomics Indicators in Islamic Finance Raja Noorma Binti Raja Othman
ASEAN Business and Investment Summit 2025 Raja Noorma Binti Raja Othman
Islamic Finance Choo Yoo Kwan @ Choo Yee Kwan
British Malaysian Chamber of Commerce: Economic Outlook and Post-Budget 2026 Choo Yoo Kwan @ Choo Yee Kwan
YTL LEAD Conference 2025 Tan Sri (Sir) Yeoh Sock Ping
Dato’ Yeoh Seok Kian
Dato’ Yeoh Soo Min
Dato’ Seri Yeoh Seok Hong
Dato’ Sri Yeoh Sock Siong
Dato’ Yeoh Soo Keng
Dato’ Setia Yeoh Seok Kah
Syed Abdullah Bin Syed Abd Kadir
Raja Noorma Binti Raja Othman
Tang Kin Kheong
Sharifatu Laila Binti Syed Ali
MIA Webinar: Navigating Succession and Workplace Dynamics in Family-Run Businesses Raja Noorma Binti Raja Othman
Digital Assets: Regulatory, Operational and Product Sharifatu Laila Binti Syed Ali
Forum Ekonomi Malaysia 2026: Accelerating Growth, Advancing Malaysia Sharifatu Laila Binti Syed Ali
37th Palm & Lauric Oils Price Outlook Conference & Exhibition (POC2026) Sharifatu Laila Binti Syed Ali
Capital Market Masterplan 2026 – 2030: Reshape and Recalibrate Sharifatu Laila Binti Syed Ali
BNM Annual Dialogue with FIDE Forum Members Choo Yoo Kwan @ Choo Yee Kwan
Sharifatu Laila Binti Syed Ali
MIM Asian Ambassadorial Dialogue – Asia’s Human Capital Alignment: An AI-Powered Agenda for a Transformed Future Dato’ Yeoh Soo Min
Geopolitical – What Lies Ahead Sharifatu Laila Binti Syed Ali
The Asian Banker Summit 2026: Imagining the AI Bank Raja Noorma Binti Raja Othman
Choo Yoo Kwan @ Choo Yee Kwan
FIDE Forum: Special Forum on Geopolitical Volatility and Financial Resilience – Navigating Volatility: Energy, Supply Chains and Financial Resilience in a Fragmented Global Order Raja Noorma Binti Raja Othman
Choo Yoo Kwan @ Choo Yee Kwan
Invest Malaysia 2026: From Reform to Execution: Malaysia’s Next Leap Sharifatu Laila Binti Syed Ali
ASB: Action Learning Summit 2026: The Action Learning Advantage Dato’ Yeoh Soo Min
🢒 Risk Management/Technology/Innovation
Webinar by DBS: Digital Asset Staking: A Thoughtful Approach to Optimizing Risk-adjusted Rewards Dato’ Yeoh Soo Min
MIA Webinar: Artificial Intelligence 101 Tang Kin Kheong
Bolstering Cybersecurity & Resilience Sharifatu Laila Binti Syed Ali
Building an Enterprise AI Strategy Sharifatu Laila Binti Syed Ali
Khazanah Megatrends Forum 2025: Debugging Uncertainty: Lessons from the Grasshopper and the Ant on Living with Risk Choo Yoo Kwan @ Choo Yee Kwan
Sharifatu Laila Binti Syed Ali
Board Risk Management Training – Cybersecurity Trends Dato’ Seri Yeoh Seok Hong
Artificial Intelligence Choo Yoo Kwan @ Choo Yee Kwan
FIDE Forum Workshop on Risk Model Validation: Strengthening a Director’s Role in Validating IRB Credit Risk Models Choo Yoo Kwan @ Choo Yee Kwan
Recovery Planning Choo Yoo Kwan @ Choo Yee Kwan
Agentic AI in Risk Management Raja Noorma Binti Raja Othman
OCBC: Geopolitical Shockwaves – Iran, Oil, Stagflation Risks, and Business Implications for ASEAN Choo Yoo Kwan @ Choo Yee Kwan
A Joint S&P Global Ratings – RAM Ratings Forum: Pricing risks, seizing opportunities Choo Yoo Kwan @ Choo Yee Kwan
FIDE Forum: What the Board must now do differently under the 2025 Risk Management in Technology Sharifatu Laila Binti Syed Ali
Data Management and AI Management Choo Yoo Kwan @ Choo Yee Kwan
Artificial Intelligence (“AI”) and Agentic AI Raja Noorma Binti Raja Othman
FIDE Forum: Research Report Launch: From Oversight to Advantage: How Boards can Accelerate AI Adoption in Malaysia’s Financial Institutions Sharifatu Laila Binti Syed Ali
Risk Without Borders: The New Reality of Third Party Exposure Tan Sri (Sir) Yeoh Sock Ping
Dato’ Yeoh Soo Min
Dato’ Seri Yeoh Seok Hong
Dato’ Yeoh Soo Keng
Dato’ Setia Yeoh Seok Kah
Raja Noorma Binti Raja Othman
Choo Yoo Kwan @ Choo Yee Kwan
Tang Kin Kheong