UEM Edgenta : Summary of 60th AGM Minutes

Published: 27 July 2023

	UEM EDGENTA BERHAD
	(Company No. 196301000166 (5067-M))
	(Incorporated in Malaysia)
	SUMMARY RECORD OF THE PROCEEDINGS OF
	THE 60TH ANNUAL GENERAL MEETING ("AGM")
VENUE	: THE GROUNDS, LEVEL 12, MENARA UEM, TOWER 1, AVENUE 7,
	THE HORIZON, BANGSAR SOUTH CITY, NO. 8, JALAN KERINCHI,
	59200 KUALA LUMPUR
DATE	: THURSDAY, 15 JUNE 2023
TIME	: 3.00 P.M.
MODE OF	: VIRTUAL
MEETING

PRESENT

BROADCAST VENUE:
1.	Tan Sri Dr. Azmil Khalid	-	Independent Non-Executive Director/
			Chairman
2.	En. Syahrunizam Samsudin	-	Managing Director/Chief Executive
			Officer
PARTICIPATED VIA VIDEO CONFERENCING:
1.	YBhg. Dato' Mohd Izani Ghani	-	Non-IndependentNon-Executive Director
2.	YBhg. Noorazman Abd Aziz	-	Non-IndependentNon-Executive Director
3.	En. Mohd Asrul Ab Rahim	-	Non-IndependentNon-Executive Director
4.	YDH Dato' George Stewart LaBrooy	-	Independent Non-Executive Director
5.	Pn. Rowina Ghazali Seth	-	Independent Non-Executive Director
6.	Ms. Shirley Goh	-	Independent Non-Executive Director
7.	Ms. Jenifer Thien	-	Independent Non-Executive Director
IN ATTENDANCE:
1.	Ms. Chiew Siew Yuen	-	Company Secretary

1. WELCOMING REMARKS
   Tan Sri Dr. Azmil Khalid, the Chairman of the Meeting, thanked everyone for joining the AGM.
   He then proceeded to introduce the members of the Board, Company Secretary and the Audit Partner representing Messrs Ernst & Young PLT.
   The meeting attendees were informed that the Senior Management Team was present both at the broadcast venue and virtually.
2. QUORUM
   The Company Secretary confirmed that there was sufficient quorum in accordance with Article 70 of the Constitution of the Company.
   Members/proxies who have logged in to view the meeting via live streaming were deemed as present in person.

Summary Record of the Proceedings of the 60th AGM - 15 June 2023

1

Published: 27 July 2023

3. NOTICE OF MEETING

The meeting was informed by the Chairman that on 28 April 2023, notifications on the availability of the Annual Report 2022 for download were sent via electronic mail to Shareholders who have maintained their email addresses in the Record of Depositors with Bursa Malaysia Depository Sdn Bhd and letters were dispatched to Shareholders who have yet to provide their email addresses.

He added that the Notice of the AGM was issued and published in New Straits Times on 28 April 2023 and it shall be taken as read.

4. PROCEDURES OF MEETING

The Chairman reported that as at the last date and time for registration to participate at the AGM, a total of 571 shareholders, proxies and corporate representatives have registered to participate and vote at the AGM.

He added that the Company received a total of 55 proxy forms and corporate representative forms from shareholders for a total of 648,674,254 ordinary shares representing 78% of the issued and paid-up share capital of the Company. Out of those, there were 19 shareholders who have appointed the Chairman of the Meeting as proxy to vote for and on their behalf and the shares so represented were 71,426,110 ordinary shares representing 8.59% of the issued and paid-up share capital of the Company.

The Chairman informed that pursuant to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in the Notice of AGM are to be voted by poll and in view thereof, all resolutions to be put to vote shall be decided on a poll pursuant to Article 74 of the Constitution of the Company.

He further informed that the Company had appointed Boardroom Share Registrars Sdn Bhd as the Poll Administrator and Sky Corporate Services Sdn Bhd as Scrutineers to verify the poll results.

The Members were then briefed on the online remote voting procedures and were informed of their right to ask questions whereby the questions would be addressed towards the end of the meeting. In the event of time constraint, responses to the unattended questions would be reverted via email.

5. CHAIRMAN'S ADDRESS

The Chairman summarised the overall financial performance of the Group for the financial year ended 31 December 2022, key events that took place in year 2022 and the way forward strategy plan of the Company.

He also recorded his appreciation and gratitude to shareholders, business partners, customers, government, regulatory bodies, fellow board members, management team and all employees of the group for their faith and support.

Summary Record of the Proceedings of the 60th AGM - 15 June 2023

2

Published: 27 July 2023

1. PRESENTATION BY MD/CEO
   En. Syahrunizam Samsudin, the MD/CEO presented the Group's key highlights, business performance, strategy & outlook, as well as the investment highlights of the Group.
2. AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
   The Audited Financial Statements for the financial year ended 31 December 2022 together with the Directors' and the Auditors' Reports thereon which had been circulated to all shareholders within the prescribed period were tabled at the Meeting.
   The Chairman informed that the agenda item is meant for discussion only and does not require a formal approval from shareholders pursuant to Sections 248(2) and 340(1) of the Companies Act 2016.
   He further highlighted that the Group's performance for financial year ended 31 December 2022, Group financial position, Group performance highlights and segmental performance were outlined on pages 78 to 83 in the Annual Report 2022.
3. ORDINARY RESOLUTION 1
4. • RE-ELECTIONOF TAN SRI DR. AZMIL KHALID WHO RETIRES IN ACCORDANCE WITH ARTICLE 91 OF THE COMPANY'S CONSTITUTION

The Chairman informed that Ordinary Resolution 1 was on the re-election of himself who was retiring under Article 91 of the Constitution of the Company. Being eligible, he offered himself for re-election.

The profile of Tan Sri Dr. Azmil Khalid can be found on page 192 of the Annual Report 2022.

9. ORDINARY RESOLUTION 2

• RE-ELECTIONOF DATO' MOHD IZANI GHANI WHO RETIRES IN ACCORDANCE WITH ARTICLE 91 OF THE COMPANY'S CONSTITUTION

The Chairman informed that Ordinary Resolution 2 was on the re-election of Dato' Mohd Izani Ghani who was retiring pursuant to Article 91 of the Constitution of the Company. Being eligible, he has offered himself for re-election.

The profile of Dato' Mohd Izani Ghani can be found on page 194 of the Annual Report 2022.

10. ORDINARY RESOLUTION 3

• PAYMENT OF DIRECTORS' FEES FOR THE PERIOD FROM THE 60TH AGM UNTIL THE NEXT AGM ON A QUARTERLY BASIS

The Meeting was informed that for Ordinary Resolution 3, the Company was seeking Shareholders' approval for the payment of Directors' fees for the period from the 60th AGM until the next AGM of the Company, to be paid on a quarterly basis.

The Chairman informed that the quantum of Directors' fees was the same as the last financial year and unchanged since year 2015.

Summary Record of the Proceedings of the 60th AGM - 15 June 2023

3

Published: 27 July 2023

He also added that En. Mohd Asrul Ab Rahim, who is a nominee Director from UEM Group Berhad and under the employment of Khazanah Nasional Berhad, was not paid any Directors' fee as per the Policy of Fee Waiver of Khazanah Nasional Berhad which was effective since 1 January 2022.

11. ORDINARY RESOLUTION 4

• PAYMENT OF DIRECTORS' BENEFITS FOR THE PERIOD FROM THE 60TH AGM UNTIL THE NEXT AGM

The Chairman informed that for Ordinary Resolution 4, the Company was seeking approval for the payment of Directors' benefits for the period from the 60th AGM until the next AGM.

The details of the Directors' benefits can be found in the Notice of AGM on page 432 of the Annual Report 2022.

12. ORDINARY RESOLUTION 5

• RE-APPOINTMENTOF MESSRS ERNST & YOUNG PLT AS AUDITORS AND TO AUTHORISE THE BOARD OF DIRECTORS TO FIX THEIR REMUNERATION

The Meeting was informed that Ordinary Resolution 5 was for the re-appointment of Messrs. Ernst & Young PLT who has indicated their willingness to continue to act as Auditors for the Company.

Having concluded the Ordinary Business of the AGM, the Chairman then proceeded to table the resolutions under the Special Business of the AGM.

13. ORDINARY RESOLUTION 6

• PROPOSED RENEWAL OF EXISTING SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

The Chairman informed that Ordinary Resolution 6 was to seek shareholders' approval on the Proposed Renewal of Existing Shareholders' Mandate for the Group to enter into recurrent related party transactions of a revenue or trading nature which were necessary for the Group's day-to-day operations.

The approval would enable UEM Edgenta Group to carry out recurrent related party transactions necessary for the Group's day-to-day operations and would eliminate the need for the Company to convene separate general meetings on each occasion, thereby reducing substantial administrative time and expenses in convening such meetings without compromising the corporate objectives or adversely affecting the business opportunities available to the Group. The shareholders' mandate was subject to renewal on an annual basis.

Details on the Proposed Renewal of Shareholders' Mandate were set out in the Circular to Shareholders dated 28 April 2023, and available for download on the Company's corporate website.

Summary Record of the Proceedings of the 60th AGM - 15 June 2023

4

Published: 27 July 2023

14. ORDINARY RESOLUTION 7

• PROPOSED NEW SHAREHOLDERS' MANDATE FOR ADDITIONAL RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

The Members were notified that Ordinary Resolution 7 was to seek their approval for the proposed new shareholders' mandate for additional recurrent related party transactions of a revenue or trading nature.

Full details on the proposed new shareholders' mandate were set out in the Circular to Shareholders dated 28 April 2023.

The Chairman informed that the interested Directors and/or major shareholders in these transactions namely, UEM Group Berhad and Khazanah Nasional Berhad and the persons connected to them as set out in Section 6 of the Company's Circular to Shareholders dated 28 April 2023, have abstained and would continue to abstain from voting on both Ordinary Resolutions 6 and 7.

15. ANY OTHER BUSINESS

The Company Secretary confirmed that no notice to transact any other business at the AGM was received.

16. QUESTION & ANSWER SESSION

Questions received from the Minority Shareholder Watch Group ("MSWG") and shareholders prior to the AGM were then addressed by the MD/CEO. A snapshot of the questions and responses which encompasses the following were also projected for the benefit of the Members present:-

MSWG

1. International business: Revenue growth, and profit margin of tech-driven international business as compared to domestic business.
2. Investment in MEEM: Performance and projects undertaken by MEEM, contribution of MEEM to UEM Edgenta Berhad upon consolidation of its financial performance, and valuation metrics for 60% stake in MEEM.
3. Expansion to Kingdom of Saudi Arabia: Market potential for facilities management, and expertise/value add of MASIC (40% shareholder of MEEM).
4. Digitalisation: Total investment in Edgenta NXT and its projected CAPEX for the next 2 - 3 years, contribution of Asseto to topline and bottomline, adaptation of Quickmed in the post-pandemic era and integration plans for QuickMed.
5. Labour Costs: Estimated full year impact from the Employment (Amendment) Act and mitigation measures.
6. Disposal of Faber Sindoori Management Services Pte Ltd: Total investment incurred and returns from the venture.
7. Potential further divestment plans in the future.
8. Inventories Write Off: Details of inventories and reason for write off.

Summary Record of the Proceedings of the 60th AGM - 15 June 2023

5