338 WASCO BERHAD SECTION 7 OTHER INFORMATION Explanatory Notes on Ordinary Business 1. Audited Financial Statements of the Company and the Group for the financial year ended 31 December 2025 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 2025 are to be laid at the 26th 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 to the Non-Executive Directors on a quarterly basis of up to the amount of RM950,000 in respect of the financial year ending 31 December 2026 The proposed Ordinary Resolution 1, if passed, will give authority to the Company to pay Directors’ Fees to the Non-Executive Directors of the Company on a quarterly basis of up to the amount of RM950,000 in respect of the financial year ending 31 December 2026. The shareholders had approved the said amount at the Twenty-Third AGM held on 30 May 2023 to cater 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 Directors’ Fees are payable on a quarterly basis after the end of each quarter, 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 120,000 100,000 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 The Board had approved an increase in Directors’ Fee of RM10,000 per Non-Executive Director for the financial year ending 31 December 2026 and subsequent financial years. 3. Directors’ Meeting Allowances for the financial year ending 31 December 2026 The proposed Ordinary Resolution 2, 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 2026. 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 2026 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 2025 is as set out on pages 189 to 190 of the Annual Report 2025. 4. Re-election of Dato’ Seri Robert Tan Chung Meng, Tan Sri Professor Lin See Yan and Tan Jian Hong, Aaron who retire pursuant to Clause 117 of the Company’s Constitution Pursuant to Clause 117 of the Company’s Constitution, one-third of the Directors for the time being or the number nearest to one-third, shall retire from office at the Annual General Meeting. PROVIDED ALWAYS that all Directors shall retire from office at least once in every three (3) years but shall be eligible for re-election. NOTICE OF TWENTY-SIXTH ANNUAL GENERAL MEETING
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