Section 9 UEM Edgenta Berhad SHAREHOLDERS’ INFORMATION 442 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 to 5: Re-election of Directors The Nomination and Remuneration Committee (“NRC”) has considered the performance and contribution of each of the retiring Directors under Agenda Items No. 2 & 3 and has also assessed the independence of the Independent Non-Executive Directors (“INED”) seeking re-election. Based on the results of the Board Effectiveness Assessment conducted for the financial year ended 31 December 2023, the performance of each of the retiring Directors was found to be satisfactory. The retiring INEDs have 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 61st AGM are provided in the Board of Directors’ section on pages 186 to 196 of the Company’s Annual Report 2023. (iii) Ordinary Resolution 6: Payment of Directors’ Fees The Directors’ fees under Agenda Item No. 4 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 NOTICE OF THE 61ST ANNUAL GENERAL MEETING
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