Veson Holdings Limited (abbreviation: VESON HLDG) has released an updated Terms of Reference for its Remuneration Committee, originally adopted on 26 March 2012 and revised on 2 June 2026.

Key Governance Updates • Purpose and Scope: The committee will continue to assist the Board in setting remuneration policy and structure for executive directors and senior management, evaluate performance, and approve incentive schemes, including share-based plans under Chapter 17 of the Hong Kong Listing Rules.

• Composition: A majority of members must be independent non-executive directors (INEDs). One INED will chair the committee.

• Meeting Frequency and Quorum: The committee must convene at least once annually; two members constitute a quorum.

• Authority: The committee may determine remuneration packages, approve compensation for termination, and secure external professional advice at the company’s expense. No director may participate in decisions regarding personal remuneration.

• Core Responsibilities: – Recommend overall remuneration policy and structure to the Board. – Set individual packages for executive directors and senior management, considering market benchmarks and internal conditions. – Recommend remuneration for non-executive directors. – Review and approve share-based and other incentive schemes. – Ensure compensation for loss of office or dismissal aligns with contractual terms and is fair and reasonable. – Advise shareholders on service contracts requiring approval under Listing Rules.

• Reporting and Evaluation: The committee will conduct annual self-assessments of its effectiveness and the adequacy of its mandate, reporting findings to the Board. Minutes and attendance records will be circulated to all committee members after each meeting.

The updated mandate underscores VESON HLDG’s commitment to transparent and independent oversight of director and senior management remuneration.