Explanatory Notes on Ordinary Business 1. Audited Financial Statements of the Company and the Group for the financial year ended 31 December 2023 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 2023 are to be laid at the 24th 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 and Directors’ Meeting Allowances for the financial year ended 31 December 2023 The proposed Ordinary Resolution 1 is to obtain shareholders’ approval for the payment of Directors’ Fees and Directors’ Meeting Allowances in respect of the financial year ended 31 December 2023. 3. Payment of Directors’ Meeting Allowances for the financial year ending 31 December 2024 The proposed Ordinary Resolution 2 is to obtain shareholders’ approval for the payment of Meeting Allowances to the Non-Executive Directors on a quarterly basis and/or as and when incurred. The total amount of the Directors’ Meeting Allowances of up to RM170,000 caters for the number of Board and/or Committees’ meetings scheduled/proposed to be held during the financial year ending 31 December 2024. 4. Re-election of Halim Bin Haji Din, Tan Sri Professor Lin See Yan and Tan Sri Saw Choo Boon 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 reelection. Hence, Halim Bin Haji Din, Tan Sri Professor Lin See Yan and Tan Sri Saw Choo Boon are due to retire at the 24th AGM and being eligible, have offered themselves for re-election. The Board supports the re-election of Halim Bin Haji Din, Tan Sri Professor Lin See Yan and Tan Sri Saw Choo Boon who retire pursuant to Clause 117 of the Company’s Constitution. Explanatory Notes on Special Business 1. Authority to Issue Shares by the Directors of the Company The Ordinary Resolution 7, if passed, will give authority to the Directors of the Company to issue and allot shares from the unissued share capital of the Company for such purposes as the Directors of the Company in their absolute discretion consider to be in the interest of the Company without having to convene a general meeting. This authority shall continue to be in force until the conclusion of the next Annual General Meeting (“AGM”) or the expiration of the period within which the next AGM is required by law to be held, whichever is the earlier; but any approval may be revoked or varied by a resolution of the Company in general meeting. The Company has not issued any new shares pursuant to Sections 75 and 76 of the Companies Act, 2016 under the general mandate which was approved at the Twenty-Third AGM of the Company held on 30 May 2023 and which will lapse at the conclusion of the Twenty-Fourth AGM. Hence, a renewal of this authority is being sought at the Twenty-Fourth AGM. The authority to issue shares pursuant to Sections 75 and 76 of the Companies Act, 2016 will provide flexibility and expediency to the Company for any possible fund raising involving the issuance or placement of shares to facilitate business expansion or strategic merger and acquisition opportunities involving equity deals or part equity or to fund future investment project(s) or for working capital and operational requirements, which the Directors of the Company consider to be in the best interest of the Company. As such, any additional cost to be incurred or delay arising from the need to convene a general meeting to approve such issuance of shares could be eliminated. Notice of Twenty-Fourth Annual General Meeting 299 Wasco Berhad
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