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 New Shareholders’ Mandate.” 8. To transact any other business for which due notice shall have been given. BY ORDER OF THE BOARD CHIEW SIEW YUEN Company Secretary (SSM PC No. 201908001259) (MAICSA 7063781) Kuala Lumpur 28 April 2023 NOTES: 1. The 60th AGM would be held entirely via Remote Participation and Electronic Voting (“RPEV”) facilities through Lumi AGM meeting platform at https://meeting.boardroomlimited.my. Kindly refer to the Administrative Notes for the 60th AGM in order to register, participate and vote remotely via the RPEV facilities. 2. The venue of the 60th AGM is strictly for the purpose of complying with Article 68 of the Constitution of the Company which requires the Chairperson of the meeting to be present at the main venue of the meeting. No shareholders/proxy(ies)/ corporate representative(s) from the public will be physically present nor admitted at the Broadcast venue on the day of the 60th AGM. 3. A member of the Company entitled to attend and vote at the meeting, is entitled to appoint not more than two (2) proxies to attend, participate, speak and vote in his stead. A proxy may but need not be a member of the Company. 4. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportion of his shareholding to be represented by each proxy. 5. W here a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“Omnibus Account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each Omnibus Account it holds in the Company. An exempt authorised nominee refers to an authorised nominee defined under the Securities Industry (Central Depositories) Act 1991 which is exempted from compliance with the provisions of subsection 25A(1) of the Securities Industry (Central Depositories) Act 1991. 6. T he instrument appointing a proxy shall be in writing under the hand of the Member or his attorney duly authorised in writing or, if the Member is a corporation, shall either be executed under its common seal or under the hand of two (2) authorised officers, one of whom shall be a director, or in the case of a sole director, by that director in the presence of a witness who attests the signature or of its attorney duly authorised in writing. 7. The instrument appointing a proxy must be deposited/ submitted via the following ways not less than forty-eight (48) hours before the time set for holding the AGM or any adjournment thereof:- (i) By hardcopy form T he Proxy Form must be deposited at the Share Registrar’s Office, Boardroom Share Registrars Sdn. Bhd., at 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan. (ii) By electronic form The Proxy Form can be electronically submitted through the Share Registrar’s website, Boardroom Smart Investor Portal at https://investor.boardroomlimited.com. Please refer to the Administrative Notes for the procedures on electronic lodgement of proxy form. 8. For the purpose of determining a member who shall be entitled to attend this 60th AGM, the Company shall be requesting Bursa Malaysia Depository Sdn. Bhd. in accordance with the provisions under Article 63 of the Company’s Constitution and Section 34(1) of the Securities Industry (Central Depositories) Act 1991 to issue a General Meeting Record of Depositors (“ROD”) as at 8 June 2023. Only a depositor whose name appears on the ROD as at 8 June 2023 shall be entitled to attend this 60th AGM or appoint a proxy(ies) to attend, participate, speak and vote on his behalf. Personal data privacy: By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, participate, speak and vote at the AGM and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty. 9. Explanatory Notes on Ordinary Businesses:- (i) To receive the Audited Financial Statements Agenda Item No. 1 is meant for discussion only as the provisions of Sections 248(2) and 340(1) of the Act does not require a formal approval of shareholders for the Audited Financial Statements. Hence, this item of the Agenda is not put forward for voting. (ii) Ordinary Resolutions 1 & 2: Re-election of Directors The Nomination and Remuneration Committee (“NRC”) has considered the performance and contribution of each of the retiring Directors under Agenda Item No. 2 and has also assessed the independence of the Independent Non-Executive Director (“INED”) seeking re-election. Based on the results of the Board Effectiveness Assessment conducted for the financial year ended 31 December 2022, the performance of each of the retiring Directors was found to be satisfactory. The retiring INED has also fulfilled the independence criteria set out in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and Malaysian Code on Corporate Governance. The Board has endorsed the NRC’s recommendation to seek shareholders’ approval for the re-election of the retiring Directors. The retiring Directors, had abstained from deliberations and decisions on their re-election at the NRC and Board meetings. The details and profiles of the Directors who are standing for re-election at the 60th AGM are provided in the Board of Directors’ section on pages 192 to 200 of Company’s Annual Report 2022. (iii) Ordinary Resolution 3: Payment of Directors’ Fees The Directors’ fees under Agenda Item No. 3 is payable to each of the Non-Executive Directors, on a quarterly basis as follows:- Directors’ Fees Non-Executive Chairman Non-Executive Director Per Quarter (RM) Per Annum (RM) Per Quarter (RM) Per Annum (RM) Board 52,500 210,000 27,000 108,000 Audit Committee 12,500 50,000 7,500 30,000 Other Board Committees 6,250 25,000 3,750 15,000 p.434 p.435 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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