NOTES: 1. 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. 2. 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. 3. Where 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. 4. The 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. 5. The instrument appointing a proxy must be deposited at the office of the Company’s Share Registrar, 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 not less than forty-eight (48) hours before the time set for holding the AGM or any adjournment thereof. 6. For the purpose of determining a member who shall be entitled to attend this 62nd 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 13 June 2025. Only a depositor whose name appears on the ROD as at 13 June 2025 shall be entitled to attend this 62nd AGM or appoint a proxy(ies) to attend, participate, speak and vote on his behalf. 7. 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 4: 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 2024, 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 62nd AGM are provided in the Board of Directors’ section on pages 204 to 208 of the Company’s Annual Report 2024. (iii) Ordinary Resolution 5: 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 UEM EDGENTA BERHAD 424 Integrated Annual Report 2024 Notice of the 62nd Annual General Meeting
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