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25th August 2025

Notice of 111th Annual General Meeting

NOTICE IS HEREBY GIVEN THAT the 111th Annual General Meeting (AGM) of the Company will be held at Level 1, AMES Hotel Jalan PKAK 2, Pusat Komersial Ayer Keroh, 75450 Ayer Keroh, Melaka on Friday, 26 September 2025 at 11.30 a.m. for the following businesses

AGENDA

ORDINARY BUSINESS
To receive the Audited Financial Statements for the financial year ended 30 April 2025 and the Reports of the Directors and Auditors thereon. Please refer Note (5)
To approve the payment of Directors’ fees amounting to RM847,774 to the Directors of the Company and its subsidiaries for the financial year ended 30 April 2025. (Refer Note 6) [Resolution 1]
To approve the payment of Directors’ remuneration (excluding Directors’ fees) amounting to RM344,000 to the Directors of the Company for the financial year ended 30 April 2025. (Refer Note 7) [Resolution 2]
To re-elect Dato Dr. Nik Ramlah Binti Nik Mahmood who retires by rotation in accordance with Clause 130 of the Company’s Constitution. (Refer Note 8)

To record the retirement of Mr. Teo Leng who retires by rotation under Clause 130 of the Company’s Constitution and has decided not to seek re-election. He will remain as director until the conclusion of the 111th Annual General Meeting.

[Resolution 3]
To elect Mr. Tee Lip Zhun who retires in accordance with Clause 135 of the Company’s Constitution. (Refer Note 9) [Resolution 4]
To re-appoint Messrs. Crowe Malaysia PLT as Auditors of the Company for the financial year ending 30 April 2026 and to authorise the Board of Directors to determine their remuneration. (Refer Note 10) [Resolution 5]
To transact any other business of which due notice shall have been given.
By Order of the Board
Yong Yoke Hiong (SSM PC No. 201908001562) (MAICSA 7021707)
Pang Poh Chen (SSM PC No. 201908001514) (MAICSA 7069479)

Company Secretaries

Melaka

Date: 25 August 2025

NOTES:

  1. Only members whose name registered in the General Meeting Record of Depositors on or before 5.00 p.m. on 19 September 2025 shall be eligible to attend and vote at the 111th Annual General Meeting (111th 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 111th 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 on the 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 111th AGM or any adjournment thereof.
  4. Voting by poll
    According to Paragraph 8.29A(1) of the Main Listing Requirements of Bursa Malaysia Securities Berhad, all Resolutions set out in the Notice of the 111th AGM will be put to vote by poll.
  5. Agenda 1
    The Audited Financial Statements for the financial year ended 30 April 2025 together with the accompanying Reports, will be presented at the Company’s 111th 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 accorded to the Chairperson and the other Directors. After review, the Board maintained the structure and level of fees for the Board and Board Committees.

    For the financial year ended 30 April 2025, fees totalling RM847,774 payable to the Directors of the Company and its subsidiaries are based on the existing quantum of Directors’ fees listed in the following table:

    UMB Board – Fixed Annual fees* FY 2023/2024
    Chairperson RM120,000
    Director RM70,000
    * in relation to United Malacca Berhad.

    Through Resolution 1, the Board seeks shareholders’ approval to pay the Directors’ fees totalling RM847,774 to the Directors of the Company and its subsidiaries for the financial year ended 30 April 2025.

  7. Agenda 3
    Remuneration (excluding Directors’ fees) payable to the Directors of the Company for the financial year ended 30 April 2025 comprises the following:

    Meeting Allowance Chairperson (RM) Members (RM)
    UMB Board Meeting 2,500 per meeting
    UMB Board Committee Meeting 1,000 per meeting
    UMB Board Committees – Fixed Annual Fee Chairperson (RM) Members (RM)
    Audit Committee 40,000 30,000
    Nomination and Remuneration Committee 30,000 20,000

    During the year, the Board, through the Nomination and Remuneration Committee, reviewed and revised the quantum of meeting allowances for UMB Board meetings from RM1,000 to RM2,500 per meeting as the Directors dedicate significant time to attending numerous meetings and engaging in strategic discussions.

    Resolution 2, if approved, will empower the Company to pay remuneration (excluding Directors’ fees) totalling RM344,000 to the Chairperson and Directors for the financial year ended 30 April 2025.

  8. Agenda 4
    According to Clause 130 of the Company’s Constitution, Dato Dr. Nik Ramlah Binti Nik Mahmood retires by rotation and is eligible for re-election at the Company’s 111th AGM. Dato Dr. Nik Ramlah Binti Nik Mahmood has offered herself for re- election. election.

    Through the Nomination and Remuneration Committee, the Board conducted due diligence and assessed the retiring director’s fitness and propriety according to the Company’s Fit and Proper Policy criteria. The Board also assessed the performance of Dato Dr. Nik Ramlah Binti Nik Mahmood 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 Dato Dr. Nik Ramlah Binti Nik Mahmood. Ramlah Binti Nik Mahmood.

    Therefore, the Board recommends the shareholders approve Resolution 3 to re-elect Dato Dr. Nik Ramlah Binti Nik Mahmood as the Company’s Director.

  9. Agenda 5
    According to Clause 135 of the Company’s Constitution, Mr. Tee Lip Zhun appointed Director on 12 June 2025 shall hold office until the 111th AGM. Mr. Tee Lip Zhun has offered himself for election. himself for election.

    Through the Nomination and Remuneration Committee, the Board conducted due diligence and assessed Mr. Tee Lip Zhun’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 of their due diligence on Mr. Tee Lip Zhun. due diligence on Mr. Tee Lip Zhun.

    Therefore, the Board recommends the shareholders approve Resolution 4 to elect Mr. Tee Lip Zhun as the Company’s Director.

  10. Agenda 6
    The Audit Committee (AC) considered Messrs. Crowe Malaysia PLT’s (Crowe) qualifications and performance, the quality and openness of Crowe’s communications with the AC and UMB Group, and Crowe’s independence, objectivity, and professional scepticism. Having considered Crowe’s audit quality, performance, competency, sufficiency of resources, objectivity, and independence, the AC was satisfied with the suitability of Crowe as the Company’s External Auditors. On the AC’s recommendation, the Board seeks shareholders’ approval for the proposed reappointment of Crowe as the Company’s Auditors at this AGM.