NOTES:

1. Only members whose name registered in the General Meeting Record of Depositors on or before 5.00 p.m. on 20 September 2023 shall be eligible to attend and vote at the 109th AGM or appoint proxy(ies) to attend and vote on his/her behalf.
2. A member of the Company entitled to attend and vote at the meeting is allowed to appoint a proxy to attend and vote in his stead. A proxy need not be a shareholder of the Company. A member cannot appoint more than two (2) proxies to attend the AGM. Where a member appoints two (2) proxies, both appointments shall be invalid unless the member specifies the number of shares to be represented by each proxy.
3. For the proxy to be valid, the duly executed instrument appointing a proxy must be deposited at the registered office of the Company at 6th Floor, No. 61, Jalan Melaka Raya 8, Taman Melaka Raya, 75000 Melaka not less than twenty-four (24) hours before the time appointed for holding the AGM or any adjournment thereof.
4. Voting by poll
   According to Paragraph 8.29(A)(1) of the Main Listing Requirements of Bursa Malaysia Securities Berhad, all Resolutions set out in the Notice of the 109th AGM will be put to vote by poll.
5. Agenda 1
   The Audited Financial Statements for the financial year ended 30 April 2023 together with the accompanying Reports, will be presented at the Company’s 109th AGM following Section 340(1)(a) of the Companies Act, 2016, under Agenda 1 for discussion only. No voting is required.
6. Agenda 2
   According to Section 230(1) of the Companies Act, 2016, the fees of the Directors and any benefits payable to the Directors of a listed company and its subsidiaries shall be approved at a general meeting.During the year, the Board, through the Nomination and Remuneration Committee, reviewed the structure and quantum of fees and benefits accorded to the Chairperson and the other Directors. After review, the Board maintained the structure and level of fees for the Board, Board Committees, meeting allowances, and other benefits.For the financial year ended 30 April 2023, fees totalling RM837,800 payable to the Directors of the Company and its subsidiaries are based on the existing quantum of Directors’ fees listed in the table below:

   UMB Board – Fixed Annual fees*	FY 2023/2024
   Chairperson	RM120,000
   Director	RM70,000

   * in relation to United Malacca Berhad.

   Therefore, through Resolution 1, the Board seeks shareholders’ approval to pay the Directors’ fees totalling RM837,800 to the Directors of the Company and its subsidiaries for the financial year ended 30 April 2023.

7. Agenda 3
   Remuneration (excluding Directors’ fees) payable to the Directors of the Company for the financial year ended 30 April 2023 comprises the following:

   UMB Board Committees – Fixed Annual Fee for FY 2022/2023	Chairperson (RM)	Members (RM)
   Audit Committee	40,000	30,000
   Nomination and Remuneration Committee	30,000	20,000
   Executive Committee*	40,000	30,000
   Board Tender Committee*	20,000	10,000
   Meeting Allowance	1,000 per meeting

   *Effective 1 January 2023, the Board dissolved the Executive Committee and Board Tender Committee. Fees payable to the Chairperson/members of these Committees will be pro-rated according to the months of service.

   Resolution 2, if approved, will empower the Company to pay remuneration (excluding Directors’ fees) totalling RM401,667 to the Chairperson and Directors for the financial year ended 30 April 2023.

8. Agenda 4
   According to Clause 130 of the Company’s Constitution, Mr. Ong Keng Siew and Mr. Tee Cheng Hua retire by rotation and are eligible for re-election at the Company’s 109th AGM. Mr. Ong Keng Siew and Mr. Tee Cheng Hua have offered themselves for re-election.Through the Nomination and Remuneration Committee, the Board conducted due diligence and assessed the retiring directors’ fitness and propriety according to the Company’s Fit and Proper Policy criteria. The Board also assessed the performance of Mr. Ong Keng Siew and Mr. Tee Cheng Hua during the annual evaluation exercise of the Board Committees and individual Directors. The Nomination and Remuneration Committee and the Board are satisfied with the suitability, performance, and effectiveness of Mr. Ong Keng Siew and Mr. Tee Cheng Hua.Therefore, the Board recommends the shareholders approve Resolutions 3 and 4 to re-elect Mr. Ong Keng Siew and Mr. Tee Cheng Hua as the Company’s Directors.
9. Agenda 5
   According to Clause 135 of the Company’s Constitution, Datin Noor Azimah Binti Abd Rahim appointed as Director on 1 May 2023 shall hold office until the 109th AGM has offered herself for electionThrough the Nomination and Remuneration Committee, the Board conducted due diligence and assessed Datin Noor Azimah Binti Abd. Rahim’s fitness and propriety according to the Company’s Fit and Proper Policy criteria. The Nomination and Remuneration Committee and the Board are satisfied with the result from its due diligence of Datin Noor Azimah Binti Abd. Rahim.Therefore, the Board recommends the shareholders approve Resolution 5 to elect Datin Noor Azimah Binti Abd. Rahim as the Company’s Director.
10. Agenda 6
    The Auditors, Messrs. Ernst & Young PLT, retire and do not seek re-appointment at the Company’s 109th AGM on 27 September 2023. Messrs. Ernst & Young PLT has been the Company’s Auditors for 21 years since 2002. The Board wishes to seek shareholders’ approval for the appointment of Messrs. Crowe Malaysia PLT as Auditors of the Company in place of the retiring Auditors, Messrs Ernst & Young PLT, and to hold office until the conclusion of the next Annual General Meeting in 2024.In evaluating the suitability of Messrs. Crowe Malaysia PLT, the Audit Committee considered the adequacy of the audit firm’s expertise and resources, the credentials and experience in the Company’s industry, reputation, the audit engagement partner to be assigned, independence, commitment, geographical coverage, staff turnover experience and continuity, and the indicative audit fees.After evaluation, the Board, in consultation with the Audit Committee, is satisfied that Messrs. Crowe Malaysia PLT will be able to meet the audit requirements of the Company and the Group.

    The Company confirms there were no disagreements with the retiring auditors, EY, on accounting treatments within the last twelve (12) months from the date of this Notice.

    The Company is not aware of any circumstances regarding the proposed change of Auditors that should be brought to the attention of Shareholders.