10. Explanatory Notes on Special Businesses:- (i) Ordinary Resolution 6: Proposed Renewal of Existing Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature The proposed Ordinary Resolution 6, if passed, will allow UEM Edgenta Group to enter into recurrent related party transactions which are of a revenue or trading nature and necessary for UEM Edgenta Group’s day-to-day operations, subject to the transactions being carried out in the ordinary course of business and on terms not to the detriment of the minority shareholders of the Company. In addition, it will eliminate the necessity to convene separate general meetings from time to time to seek shareholders’ approval as and when such recurrent related party transactions occur. This would reduce substantial administrative time and expenses associated with the convening of such meetings without compromising the corporate objectives of the Group or affecting the business opportunities available to the Group. The shareholders’ mandate is subject to renewal on an annual basis. The details on the Proposed Renewal of Existing Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature are set out in Part A of Appendix I of the Circular to Shareholders dated 28 April 2023. Directors who are standing for re-election at the 60th AGM The details 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 the Company’s Annual Report 2022. None of the Directors have any interest in the securities of the Company and its subsidiaries. (ii) O rdinary Resolution 7 – Proposed New Shareholders’ Mandate for Additional Recurrent Related Party Transactions of a Revenue or Trading Nature Ordinary Resolution 7 is to seek shareholders’ mandate in relation to additional recurrent related party transactions to be entered into by the Company and its subsidiaries. This resolution, if passed, will enable UEM Edgenta Group to enter into recurrent related party transactions of a revenue or trading nature which are necessary for UEM Edgenta Group’s day-to-day operations, subject to the transactions being in the ordinary course of business and on normal commercial terms which are not more favourable to the related parties than those generally available to the public and are not to the detriment of the minority shareholders of the Company. This mandate will eliminate the necessity to convene separate general meetings from time to time to seek shareholders’ approval as and when such recurrent related party transactions occur. This would reduce substantial administrative time and expenses associated with the convening of such meetings without compromising the corporate objectives of the Group or affecting the business opportunities available to the Group. The shareholders’ mandate is subject to renewal on an annual basis. The details on the Proposed New Shareholders’ Mandate for Additional Recurrent Related Party Transactions of a Revenue or Trading Nature are set out in Part B of Appendix I of the Circular to Shareholders dated 28 April 2023. p.436 UEM EDGENTA BERHAD INTEGRATED ANNUAL REPORT 2022 STATEMENT ACCOMPANYING NOTICE OF 60TH ANNUAL GENERAL MEETING (pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad) NOTICE OF THE 60TH ANNUAL GENERAL MEETING I/We (Full Name) NRIC/Passport/Company No. of being a member of UEM EDGENTA BERHAD (“the Company”) hereby appoint:- Proxy 1 Full Name (block letters) Email Address Contact No. NRIC/Passport No. Full Address and/or failing him/her (delete as appropriate) Proxy 2 Full Name (block letters) Email Address Contact No. NRIC/Passport No. Full Address or failing him/her, the Chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the 60th Annual General Meeting of the Company to be held entirely through live streaming from the Broadcast venue at The Grounds, Level 12, Menara UEM, Tower 1, Avenue 7, The Horizon, Bangsar South City, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur on Thursday, 15 June 2023 at 3.00 p.m. or at any adjournment thereof. (Please indicate your vote with an “X” in the respective boxes of each resolution. If you do not do so, the proxy will vote or abstain from voting on the resolutions at his/her discretion.) ORDINARY RESOLUTIONS NO. FOR AGAINST To re-elect Tan Sri Dr. Azmil Khalid who is retiring in accordance with Article 91 of the Company’s Constitution 1 To re-elect Dato’ Mohd Izani Ghani who is retiring in accordance with Article 91 of the Company’s Constitution 2 To approve the payment of Directors’ fees for the period from the 60th Annual General Meeting until the next Annual General Meeting of the Company, to be payable on a quarterly basis 3 To approve the payment of Directors’ benefits to the Non-Executive Chairman and Non-Executive Directors for the period from the 60th Annual General Meeting until the next Annual General Meeting of the Company 4 To re-appoint Messrs Ernst & Young PLT as Auditors and to authorise the Board of Directors to fix their remuneration 5 To approve the Proposed Renewal of Existing Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature 6 To approve the Proposed New Shareholders’ Mandate for Additional Recurrent Related Party Transactions of a Revenue or Trading Nature 7 Signature of Shareholder(s)/Common Seal Date: Contact No.: Total number of ordinary share(s) held CDS Account No. Proportion of holdings to be represented by each proxy Proxy 1 % Proxy 2 % FORM OF PROXY UEM EDGENTA BERHAD (Company No. 196301000166 (5067-M)) Incorporated in Malaysia (block letters) (full address)
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