WASCO BERHAD 312 Explanatory Notes on Ordinary Business 1. Audited Financial Statements of the Company and the Group for the financial year ended 31 December 2024 and the Reports of the Directors and Auditors thereon The Audited Financial Statements of the Company and the Group for the financial year ended 31 December 2024 are to be laid at the 25th AGM in accordance with Section 340(1)(a) of the Companies Act, 2016 for discussion purpose only and do not require shareholders’ approval. 2. Payment of Directors’ Fees for the financial year ended 31 December 2024 The proposed Ordinary Resolution 1 is to obtain shareholders’ approval for the payment of Directors’ Fees to the Non-Executive Directors in respect of the financial year ended 31 December 2024. 3. Directors’ Fees up to the amount of RM950,000 payable on a quarterly basis to the Non-Executive Directors for the financial year ending 31 December 2025 The proposed Ordinary Resolution 2, if passed, will give authority to the Company to pay Directors’ Fees on a quarterly basis of up to the amount of RM950,000 to the Non-Executive Directors of the Company in respect of the financial year ending 31 December 2025. The said amount was duly approved by the shareholders at the Twenty-Third AGM held on 30 May 2023 which caters for any proposed increase in the existing Directors’ Fees and/or any proposed increase in the number of new Non-Executive Director(s) on the Board. The Board is of the view that it is just and equitable to pay Directors’ Fees on a quarterly basis after the end of each quarter, particularly after the Non-Executive Directors have discharged their fiduciary duties and responsibilities for the said quarter. The Directors’ Fees for the Non-Executive Directors is based on the fee structure below: Fees (RM/per annum) Non-Executive Chairman Member Board 110,000 90,000 Board Committees: (a) Audit Committee 20,000 10,000 (b) Nomination and Remuneration Committee 15,000 10,000 (c) Board Sustainability Committee 15,000 10,000 4. Directors’ Meeting Allowances for the financial year ending 31 December 2025 The proposed Ordinary Resolution 3, if passed, will give authority to the Company to pay Directors’ Meeting Allowances of up to the amount of RM190,000 to the Non-Executive Directors of the Company on a quarterly basis or as and when meeting(s) are held in respect of the financial year ending 31 December 2025. The said amount caters for the number of Board and Board Committees’ Meetings scheduled/proposed to be held during the financial year ending 31 December 2025 as well as the proposed increase in the existing Directors’ Meeting Allowances and/or proposed increase in the number of new Non-Executive Director(s) on the Board. The total amount of Directors’ Meeting Allowances paid to the Non-Executive Directors for the financial year ended 31 December 2024 is as set out on pages 155 to 156 of the Annual Report 2024. NOTICE OF TWENTY-FIFTH ANNUAL GENERAL MEETING
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