NOTICE IS HEREBY GIVEN THAT the 60th Annual General Meeting (“60th AGM”) of UEM Edgenta Berhad (“UEM Edgenta” or the “Company”) will be conducted virtually for the purpose of considering and if thought fit, passing with or without modifications the resolutions set out in this notice. Meeting Platform : https://meeting.boardroomlimited.my Day and Date : Thursday, 15 June 2023 Time : 3.00 p.m. Broadcast Venue : The Grounds, Level 12, Menara UEM, Tower 1, Avenue 7, The Horizon, Bangsar South City, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur Mode of Communication: Shareholders may submit questions to the Board of Directors in advance, prior to the 60th AGM electronically by email to ir@edgenta.com no later than Tuesday, 13 June 2023 at 3.00 p.m. or via real time submission of typed texts via Lumi AGM meeting platform at https://meeting.boardroomlimited.my during the live streaming. AGENDA ORDINARY BUSINESS 1. To receive the Audited Financial Statements of the Company for the financial year ended 31 December 2022 together with the Directors’ and Auditors’ reports thereon. 2. To re-elect the following Directors who are retiring in accordance with Article 91 of the Company’s Constitution and being eligible, have offered themselves for re-election:- • Tan Sri Dr. Azmil Khalid Ordinary Resolution 1 • Dato’ Mohd Izani Ghani Ordinary Resolution 2 Dato’ Noorazman Abd Aziz who retires in accordance with Article 91 of the Company’s Constitution, has expressed his intention not to seek re-election. Hence, he will retain office until the conclusion of the 60th AGM. 3. To approve the Directors’ fees and the payment thereof to the Directors for the period from the 60th AGM until the next Annual General Meeting (“AGM”) of the Company, to be payable on a quarterly basis. Ordinary Resolution 3 4. To approve the payment of Directors’ benefits (excluding Directors’ fees) to the Non-Executive Chairman and Non-Executive Directors based on the following table of benefits and remuneration for the period from the 60th AGM until the next AGM of the Company:- Description Directors’ remuneration/benefits Meeting allowance for ad-hoc or temporary Board Committees established for specific purposes (i) Chairman of Committee – RM2,000 per meeting (ii) Member of Committee – RM1,000 per meeting Car allowance for Chairman of UEM Edgenta RM3,400 per month Ordinary Resolution 4 5. To re-appoint Messrs Ernst & Young PLT as Auditors and to authorise the Board of Directors to fix their remuneration. Ordinary Resolution 5 SPECIAL BUSINESS To consider and, if thought fit, to pass the following resolutions, with or without modifications:- 6. Proposed Renewal of Existing Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature Ordinary Resolution 6 “THAT pursuant to Paragraph 10.09 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, approval be and is hereby given for the renewal of the shareholders’ mandate for the Company and/or its subsidiaries (“UEM Edgenta Group”) to enter into recurrent related party transactions of a revenue or trading nature (“Proposed Renewal of Shareholders’ Mandate”), which are necessary for the day-to-day operations in the ordinary course of business of UEM Edgenta Group and are on terms not more favourable to the related parties than those generally available to the public and are not detrimental to the minority shareholders of the Company, particulars of which are set out in Part A of Appendix I of the Circular to Shareholders dated 28 April 2023 AND THAT such approval shall continue to be in force until:- (a) the conclusion of the next AGM of the Company following this AGM at which such mandate is passed, at which time it will lapse, unless by a resolution passed at such general meeting whereby the authority is renewed; (b) the expiration of the period within which the next AGM of the Company after that date is required to be held pursuant to Section 340(2) of the Companies Act 2016 (“the Act”) (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or (c) revoked or varied by resolution passed by the shareholders in a general meeting, whichever is the earlier, AND FURTHER THAT the Directors of the Company and/or any of them be and are/is (as the case may be) hereby authorised to complete and do all such acts and things (including executing all such documents under the common seal in accordance with the provisions of the Constitution of the Company, as may be required) as they may consider expedient or necessary to give full effect to the Proposed Renewal of Shareholders’ Mandate.” 7. Proposed New Shareholders’ Mandate for Additional Recurrent Related Party Transactions of a Revenue or Trading Nature Ordinary Resolution 7 “THAT pursuant to Paragraph 10.09 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, approval be and is hereby given for the shareholders’ mandate for UEM Edgenta Group to enter into additional recurrent related party transactions of a revenue or trading nature (“Proposed New Shareholders’ Mandate”), which are necessary for the day-to-day operations in the ordinary course of business of UEM Edgenta Group and are on terms not more favourable to the related parties than those generally available to the public and are not detrimental to the minority shareholders of the Company, particulars which are set out in Part B of Appendix I of the Circular to Shareholders dated 28 April 2023 AND THAT such approval shall continue to be in force until:- (a) the conclusion of the next AGM of the Company following this AGM at which such mandate is passed at which time it will lapse, unless by a resolution passed at such general meeting whereby the authority is renewed; (b) the expiration of the period within which the next AGM of the Company after that date is required to be held pursuant to Section 340(2) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or (c) revoked or varied by resolution passed by the shareholders in a general meeting, whichever is the earlier, p.432 p.433 UEM EDGENTA BERHAD INTEGRATED ANNUAL REPORT 2022 1 2 3 4 5 6 7 8 9 SHAREHOLDERS’ INFORMATION NOTICE OF THE 60TH ANNUAL GENERAL MEETING NOTICE OF THE 60TH ANNUAL GENERAL MEETING
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