NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of UMS Holdings Limited ("the Company") will be held by way of electronic means on Tuesday, 23 June 2020 at 10.00 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the resolutions as set out below:

ORDINARY BUSINESS:

  • 1. To receive and adopt the Directors' Statement and Audited Financial Statements for the financial year ended

    31 December 2019 together with the Auditors' Report thereon.

    Resolution 1

  • 2. To approve the payment of a final tax-exempt (one-tier) dividend of 2.0 cents per ordinary share in respect

  • of the financial year ended 31 December 2019.

    Resolution 2

  • 3. To approve the payment of a special tax-exempt (one-tier) dividend of 0.5 cent per ordinary share in respectof the financial year ended 31 December 2019.

    Resolution 3

  • 4. To re-elect Mr Loh Meng Chong, Stanley, who is retiring by rotation in accordance with Regulation 89 of the Company's Constitution, as Director of the Company.

    [Mr Loh Meng Chong, Stanley will, upon re-election as a Director of the Company, remain as Executive Director of the Company. Please refer to Corporate Governance Report on pages 28 to 30 in the Annual Report for the detailed information required pursuant to Rule 720(6) of the SGX-ST.] Resolution 4

  • 5. To re-elect Mr Chay Yiowmin, who is retiring by rotation in accordance with Regulation 89 of the Company's Constitution, as Director of the Company.

    [Mr Chay Yiowmin will, upon re-election as a Director of the Company, remain as the Chairman of the Audit Committee, a member of the Nominating Committee and the Remuneration Committee and will be considered independent for the purpose of Rule 704(7) of the Listing Manual of the Singapore Exchange Securities Trading Limited. Please refer to Corporate Governance Report on pages 28 to 30 in the Annual Report for the detailed information required pursuant to Rule 720(6) of the SGX-ST.] Resolution 5

  • 6. To approve the payment of Directors' fees of up to S$214,000 for the financial year ending 31 December

    2020, to be paid quarterly in arrears. (FY2019: S$226,000)

    Resolution 6

  • 7. To re-appoint Moore Stephens LLP as Independent Auditors and to authorise the Directors to fix their

    remuneration.

    Resolution 7

  • 8. To transact any other ordinary business which may properly be transacted at an Annual General Meeting.

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UMS Holdings Limited

23 Changi North Crescent, Changi North Industrial Estate, Singapore 499616

Tel: (65) 6543-2272 Fax: (65) 6542-9979

Co. Reg. No. 200100340R

SPECIAL BUSINESS:

To consider, and if thought fit, to pass with or without any modifications, the following resolutions as Ordinary Resolutions:-

9.

Authority to allot and issue shares up to fifty per centum (50%) of the issued shares in the capital of the Company

"That authority be and is hereby given to the Directors of the Company to:

(a) (i) issue shares in the capital of the Company ("shares") whether by way of rights, bonus or otherwise; and/or

(ii)make or grant offers, agreements or options (collectively "Instruments") that might or would require shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into shares,

at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit; and

(b)

(notwithstanding that the authority conferred by this Resolution may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors while this Resolution was in force,

provided that:

  • (1) the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 50 per cent of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company (as calculated in accordance with paragraph (2) below), of which the aggregate number of shares to be issued other than on a pro rata basis to shareholders of the Company (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 20 per cent of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company (as calculated in accordance with paragraph (2) below);

  • (2) (subject to such manner of calculation as may be prescribed by the Singapore Exchange Securities Trading Limited ("SGX-ST") for the purpose of determining the aggregate number of shares that may be issued under sub-paragraph (1) above, the percentage of issued shares shall be based on the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company at the time this Resolution is passed, after adjusting for:-

    • (i) new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards, provided the options or awards were granted in compliance with Part VIII of Chapter 8; and

    • (ii) any subsequent bonus issue, consolidation or subdivision of shares;

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UMS Holdings Limited

23 Changi North Crescent, Changi North Industrial Estate, Singapore 499616

Tel: (65) 6543-2272 Fax: (65) 6542-9979

Co. Reg. No. 200100340R

adjustment in accordance with (2)(i) is only to be made in respect of new shares arising from convertible securities, share options or share awards which were issued and outstanding or subsisting at the time of passing of this Resolution.

  • (3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the SGX-ST from the time being in force (unless such compliance has been waived by the SGX-ST), all applicable legal requirements under the Companies Act and otherwise, and the Constitution for the time being of the Company; and

  • (4) (unless revoked or varied by the Company in General Meeting), the authority conferred by this Resolution shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law

to be held, whichever is the earlier."

Resolution 8

Explanatory Note:

Resolution 8 is to authorise the Directors to issue shares in the capital of the Company and to make or grant instruments (such as warrants or debentures) convertible into shares, and to issue shares in pursuance of such instruments, up to a number not exceeding in total 50% of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company, with a sub-limit of 20% for issues other than on a pro rata basis to shareholders. For the purpose of determining the aggregate number of shares that may be issued, the percentage of issued shares shall be based on the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company at the time that Resolution 8 is passed, after adjusting for (a) new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time that Resolution 8 is passed, and (b) any subsequent consolidation or subdivision of shares.

10.

The Proposed Renewal of the Share Buy-Back Mandate

"That:

(a)for the purposes of the Companies Act, the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire issued ordinary shares in the capital of the Company ("Shares") not exceeding in aggregate the Prescribed Limit (as defined below), at such price(s) as may be determined by the Directors of the Company from time to time up to the Maximum Price (as defined below), whether by way of:

  • (i) on-market purchases on the SGX-ST or, as the case may be, any other stock exchange on which the Shares may for the time being be listed and quoted ("Other Exchange") ("On-Market Purchases"); and/or

  • (ii) off-market purchases (if effected otherwise than on the SGX-ST or, as the case may be, Other Exchange) in accordance with any equal access scheme(s) as may be determined or formulated by the Directors of the Company as they consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Companies Act ("Off-Market Purchases"),

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UMS Holdings Limited

23 Changi North Crescent, Changi North Industrial Estate, Singapore 499616

Tel: (65) 6543-2272 Fax: (65) 6542-9979

Co. Reg. No. 200100340R

and otherwise in accordance with all other laws, regulations and rules of the SGX-ST or, as the case may be, Other Exchange as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally (the "Share Buy-back Mandate");

  • (b) the authority conferred by the Share Buy-back Mandate will take effect from the date of the passing of this ordinary resolution and continue in force until the earliest of:

    • (i) the date on which the next annual general meeting of the Company is held or required by law to be held;

    • (ii) purchases or acquisitions of Shares by the Company pursuant to the Share Buy-back Mandate have been carried out to the full extent mandated; or

    • (iii) the authority conferred by the Share Buy-back Mandate is revoked or varied by Shareholders in general meeting.

  • (c) in this ordinary resolution:

    "Prescribed Limit" means that number of issued Shares representing not more than 10% of the total number of issued Shares as at date of the passing of this ordinary resolution (excluding any treasury shares and subsidiary holdings as at that date);

    "Maximum Price" in relation to a Share to be purchased or otherwise acquired, means the purchase price (excluding brokerage, commission, applicable goods and services tax, stamp duties, clearance fees and other related expenses) not exceeding:

    • (i) in the case of an On-Market Purchase, 105% of the Average Closing Price of the Shares; and

    • (ii) in the case of an Off-Market Purchase, 120% of the Average Closing Price of the Shares;

    "Average Closing Price" means the average of the closing market prices of a Share over the last five (5) Market Days (being a day on which the SGX-ST is open for trading of securities) on which the Shares are transacted on the SGX-ST or, as the case may be, such Other Exchange, immediately preceding the date of the On-Market Purchase by the Company or, as the case may be, the date of the making of the offer pursuant to the Off-Market Purchase, and deemed to be adjusted, in accordance with the rules of the SGX-ST, for any corporate action that occurs during the relevant five-day period and the day on which the purchases are made; and

    "date of the making of the offer" means the date on which the Company makes an offer for the purchase or acquisition of the Shares from holders of the Shares, stating therein the relevant terms of the equal access scheme for effecting the Off-Market Purchase; and

  • (d) the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they and/ or he may consider expedient or necessary or in the interests of the Company to give effect to the transactions contemplated and/or authorised by this ordinary resolution." Resolution 9

4

UMS Holdings Limited

23 Changi North Crescent, Changi North Industrial Estate, Singapore 499616

Tel: (65) 6543-2272 Fax: (65) 6542-9979

Co. Reg. No. 200100340R

NOTICE OF RECORD DATE FOR THE PROPOSED FINAL DIVIDEND AND SPECIAL DIVIDEND

NOTICE IS HEREBY GIVEN THAT the Share Transfer Books and Register of Members of the Company will be closed on 30 June 2020, for the purpose of determining members' entitlements to the Proposed Final Dividend of 2.0 cents per ordinary share and Special Dividend of 0.5 cent per ordinary share (tax-exempt one-tier) for the financial year ended 31 December 2019.

Duly completed registrable transfers received by the Company's Share Registrar, RHT Corporate Advisory Pte. Ltd., 30 Cecil Street #19-08 Prudential Tower Singapore 049712 up to the close of business at 5.00 p.m. on 29 June 2020 will be registered before entitlement to the Proposed Final Dividend and Special Dividend are determined. Members whose Securities Accounts with The Central Depository (Pte) Limited are credited with shares at 5.00 p.m. on 29 June 2020 will be entitled to the Proposed Final Dividend and Special Dividend.

The Proposed Final Dividend and Special Dividend, if approved at the forthcoming Annual General Meeting of the Company, will be paid on 10 July 2020.

BY ORDER OF THE BOARD

Siau Kuei Lian / Teo Chia Hui Company Secretaries Singapore

8 June 2020

Notes:

  • 1. The Annual General Meeting of the Company will be held by way of electronic means pursuant to the COVID-19 (Temporary Measures) Act 2020 passed by Parliament on 7 April 2020 which enables the Minister for Law by order to prescribe alternative arrangements for listed companies in Singapore to, inter alia, conduct general meetings, either wholly or partly, by electronic communication, video conferencing, tele-conferencing or other electronic means; and the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020, which was gazetted on 13 April 2020 and sets out the alternative arrangements in respect of, inter alia, general meetings of companies.

  • 2. The Annual Report, Notice of Annual General Meeting, Proxy Form and Letter to Shareholders in connection to the proposed renewal of share buy-back mandate will be made available to members solely by electronic means via publication on the Company's website at the URLhttp://www.umsgroup.com.sg/ir.html and also on SGXNet at the URLhttps://www.sgx.com/securities/company-announcements. Printed copies of these documents will not be despatched to members.

5

UMS Holdings Limited

23 Changi North Crescent, Changi North Industrial Estate, Singapore 499616

Tel: (65) 6543-2272 Fax: (65) 6542-9979

Co. Reg. No. 200100340R

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UMS Holdings Limited published this content on 23 June 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 June 2020 00:06:05 UTC