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UMS INTEGRATION LIMITED AGM Information 2026

Apr 13, 2026

67613_rns_2026-04-13_54b3a4ad-e35a-476f-beb3-217cda5d25bb.pdf

AGM Information

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the “ EGM ”) of UMS Integration Limited (the “ Company ”) will be held at 16 Seletar Aerospace Crescent, Singapore 797567 on Thursday, 30 April 2026 at 10.30 a.m. (or as soon as practicable immediately following the conclusion or adjournment of the Annual General Meeting of the Company to be held at 10.00 a.m. on the same day and at the same place) for the purpose of considering and, if thought fit, passing with or without any modifications, the following resolutions:

Unless otherwise defined, all capitalised terms used in this Notice of EGM which are not defined herein shall have the same meanings ascribed to them in the circular issued by the Company to its Shareholders dated 14 April 2026 (the “ Circular ”).

ORDINARY RESOLUTION 1 - THE PROPOSED ADOPTION OF THE UMS EMPLOYEE SHARE OPTION SCHEME 2026

THAT:

  • (a) the employee share option scheme to be known as the “UMS Employee Share Option Scheme 2026” (the “ UMS ESOS 2026 ”), the details of and rules of which are set out in the Circular and under which Options may be granted to selected Participants, be and is hereby approved and adopted;

  • (b) the Directors be and are hereby authorised to:

  • (i) establish and administer the UMS ESOS 2026;

  • (ii) modify and/or amend the UMS ESOS 2026 from time to time, provided that such modification or amendment is effected in accordance with the rules of the UMS ESOS 2026, and to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the UMS ESOS 2026;

  • (iii) offer and grant Options in accordance with the rules of the UMS ESOS 2026; and

  • (iv) (notwithstanding that the authority conferred by this Resolution may have ceased to be in force) allot, issue and/or deliver from time to time such number of Shares in the capital of the Company as may be required to be allotted, issued and/or delivered pursuant to the exercise of Options granted under the UMS ESOS 2026, provided that the aggregate number of Shares available under the UMS ESOS 2026, when aggregated with (A) the total number of new Shares allotted and issued and/or to be allotted and issued, and issued Shares (including treasury shares) delivered and/or to be delivered, pursuant to Options already granted under the UMS ESOS 2026, and (B) the total number of Shares over which options or awards are granted under any other share option schemes or share plans of the Company, shall not exceed five per cent. (5%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) on the day preceding the Date of Grant of an Option; and

  • (c) the Directors and/or any one of them be and are hereby authorised to complete and do all such acts and things (including executing such documents and approving any amendments, alterations or modifications to any documents as may be required) as they may consider expedient or necessary to give effect to the transactions contemplated by this Resolution.

ORDINARY RESOLUTION 2 - THE PROPOSED GRANT OF OPTIONS AT A DISCOUNT UNDER THE UMS EMPLOYEE SHARE OPTION SCHEME 2026

THAT, subject to and contingent upon the passing of Ordinary Resolution 1, approval be and is hereby given for Options to be granted under the UMS ESOS 2026 with exercise prices which may, at the discretion of the Committee administering the UMS ESOS 2026, be set at a discount not exceeding twenty per cent. (20%) of the Market Price for the Shares prevailing at the Date of Grant of the relevant Options (such Market Price to be determined in accordance with the rules of the UMS ESOS 2026), provided that such discount does not exceed the relevant limits as may be set by the SGX-ST from time to time.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTION 3 - THE PROPOSED ADOPTION OF THE UMS PERFORMANCE SHARE PLAN 2026

THAT:

  • (a) the performance share plan to be known as the “UMS Performance Share Plan 2026” (the “ UMS PSP 2026 ”), the details of and rules of which are set out in the Circular and under which Awards may be granted to selected Participants, be and is hereby approved and adopted;

  • (b) the Directors be and are hereby authorised to:

  • (i) establish and administer the UMS PSP 2026;

  • (ii) modify and/or amend the UMS PSP 2026 from time to time, provided that such modification or amendment is effected in accordance with the rules of the UMS PSP 2026, and to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the UMS PSP 2026;

  • (iii) offer and grant Awards in accordance with the rules of the UMS PSP 2026; and

  • (iv) (notwithstanding that the authority conferred by this Resolution may have ceased to be in force) allot, issue and/or deliver from time to time such number of Shares in the capital of the Company as may be required to be allotted, issued and/or delivered pursuant to the vesting of Awards granted under the UMS PSP 2026, provided that the aggregate number of Shares available under the UMS PSP 2026, when aggregated with (A) the total number of new Shares allotted and issued and/or to be allotted and issued, and issued Shares (including treasury shares) delivered and/or to be delivered, pursuant to Awards already granted under the UMS PSP 2026, and (B) the total number of Shares over which options or awards are granted under any other share option schemes or share plans of the Company, shall not exceed five per cent. (5%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) on the day preceding the Date of Grant of an Award; and

  • (c) the Directors and/or any one of them be and are hereby authorised to complete and do all such acts and things (including executing such documents and approving any amendments, alterations or modifications to any documents as may be required) as they may consider expedient or necessary to give effect to the transactions contemplated by this Resolution.

BY ORDER OF THE BOARD

Lee Wei Hsiung Chin Yee Seng Company Secretaries

Singapore 14 April 2026

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

  1. The EGM will be held, in a wholly physical format , at 16 Seletar Aerospace Crescent Singapore 797567 on Thursday, 30 April 2026 at 10.30 a.m. (or as soon as practicable immediately following the conclusion or adjournment of the Annual General Meeting of the Company to be held at 10.00 a.m. on the same day and at the same place). There will be no option for members to participate in the EGM virtually.

  2. EGM Documents. This Notice of EGM, the accompanying Proxy Form and the Circular have been made available on the Company’s website at URL http://www.umsgroup.com.sg/ir.html, via SGXNet at URL https://www.sgx.com/securities/company-announcements, and on Bursa Malaysia at URL https://www.bursamalaysia.com/bm/market_information/announcements/company_announcement.

  3. Printed copies of this Notice of EGM, the accompanying Proxy Form and a Request Form will be sent by post to the members. Members who wish to receive a printed copy of the Circular are required to complete and return the Request Form to the Company by 20 April 2026 :

  4. (a) via email:

(ii) to [email protected], or via https://www.sshsb.com.my/new/requestarep.aspx, in the case of Malaysia Shareholders; or

(b) via post to the Company’s Share Registrar in Singapore, In.Corp Corporate Services Pte. Ltd., at 36 Robinson Road, #20-01 City House, Singapore 068877.

  1. Submission of Questions prior to the EGM. Members may submit substantial and relevant questions relating to the resolutions to be tabled for approval at the EGM in advance of the EGM by 22 April 2026 (being seven (7) calendar days after the date of the Notice of EGM) (the “ Cut-Off Time ”) via email to [email protected].

Members submitting questions are required to provide the following details, for verification purposes:

  • (i) full name;

  • (ii) NRIC number;

  • (iii) current address;

  • (iv) contact number;

  • (v) number of Shares held; and

(vi) the manner in which they hold Shares in the Company (e.g. via CDP, CPF and/or SRS),

failing which the Company shall be entitled to regard the submission as invalid and not respond to the questions submitted.

The Company will endeavour to address all substantial and relevant questions relating to the resolutions to be tabled for approval at the EGM received from members by the Cut-Off Time, and to publish its responses on the Company’s website at URL http://www.umsgroup.com.sg/ir.html, via SGXNet at URL https://www.sgx.com/securities/company-announcements, and on Bursa Malaysia at URL https://www.bursamalaysia.com/bm/market_information/announcements/company_announcement, by 24 April 2026 after trading hours (being forty-eight (48) hours prior to the closing date and time for the lodgement of the Proxy Form). Any subsequent clarification sought, or substantial and relevant questions submitted after the Cut-Off Time will be consolidated and addressed at the EGM. Where substantially similar questions are received, the Company may consolidate such questions and consequently not all questions may be individually addressed.

The Company will publish the minutes of the EGM on SGXNet and the Company’s website within one (1) month after the date of the EGM, and the minutes will include the responses to the questions referred to above.

  1. Voting by Proxy. A member who is unable to attend the EGM and wishes to appoint proxy(ies) to attend, speak and vote at the EGM on his/her/its behalf should complete, sign and return the Proxy Form in accordance with the instructions printed thereon.

A proxy need not be a member of the Company.

A member who is not a Relevant Intermediary* is entitled to appoint not more than two (2) proxies to attend, speak and vote at the EGM. Where such member’s instrument appointing a proxy(ies) appoints more than one (1) proxy, the proportion of the shareholding concerned to be represented by each proxy shall be specified in the instrument. If no percentage is specified, the first named proxy shall be treated as representing 100 per cent. (100%) of the shareholding and the second named proxy shall be deemed to be an alternate to the first named.

A member who is a Relevant Intermediary* is entitled to appoint more than two (2) proxies to attend, speak and vote at the EGM, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such member. Where such member’s instrument appoints more than two (2) proxies, the number and class of shares in relation to which each proxy has been appointed shall be specified in the instrument.

Investors who hold shares under the Central Provident Fund Investment Scheme (“ CPF Investor ”) and/or the Supplementary Retirement Scheme (“ SRS Investor ”) (as may be applicable) may attend and cast their vote(s) at the EGM in person. CPF and SRS Investors who are unable to attend the EGM but would like to vote, may inform their CPF and/or SRS Approved Nominees to appoint the Chairman of the EGM to act as their proxy and submit their votes by 20 April 2026 (being at least seven (7) working days before the EGM), in which case, the CPF and SRS Investors shall be precluded from attending the EGM.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

  • Relevant intermediary ” has the meaning ascribed to it in Section 181 of the Companies Act 1967 of Singapore as set out below:

(i) a banking corporation licensed under the Banking Act 1970 of Singapore or a wholly-owned subsidiary of such a banking corporation, whose business includes the provision of nominee services and who holds shares in that capacity;

(ii) a person holding a capital markets services licence to provide custodial services under the Securities and Futures Act 2001 of Singapore and who holds shares in that capacity; or

(iii) the CPF Board established by the Central Provident Fund Act 1953 of Singapore (the “ CPF Act ”), in respect of shares purchased under the subsidiary legislation made under the CPF Act providing for the making of investments from the contributions and interest standing to the credit of members of the CPF, if the CPF Board holds those shares in the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation.

A corporation which is a member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at the EGM, and the person so authorised shall upon product of a copy of such resolution certified by a director of the corporation to be a true copy, be entitled to exercise the powers on behalf of the corporation so represented as the corporation could exercise in person if it were an individual.

The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its common seal or under the hand of an attorney or duly authorised officer. Where the instrument appointing a proxy or proxies is executed by an attorney on behalf of the appointor, the letter or power of attorney or a duly certified copy thereof must be lodged with the instrument, failing which the instrument may be treated as invalid.

The instrument appointing proxy(ies) must be submitted to the Company in the following manner:

(a) if sent personally or by post, be deposited at:

  • (i) the registered office of the Company at 23 Changi North Crescent, Singapore 499616, in the case of Singapore Shareholders; or

(ii) the office of the Company’s Share Registrar in Malaysia, Securities Services (Holdings) Sdn. Bhd., at Level 7, Menara Milenium Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights 50490 Kuala Lumpur, Malaysia, in the case of Malaysia Shareholders; or

(b) if submitted electronically, be submitted via email to the Company at [email protected],

in either case, by 10.30 a.m. on 27 April 2026 (being not less than seventy-two (72) hours before the time appointed for holding the EGM), failing which the instrument of proxy shall not be treated as valid.

Members are strongly encouraged to submit the completed and signed Proxy Forms electronically via email.

The Company shall be entitled to reject an instrument of proxy which is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument of proxy. In addition, in the case of shares entered in the Depository Register, the Company shall be entitled to reject any instrument of proxy if the member, being the appointor, is not shown to have any shares entered against his/her/its name in the Depository Register as at seventy-two (72) hours before the time appointed for holding the EGM, as certified by The Central Depository (Pte) Limited to the Company.

The completion and return of the instrument appointing a proxy(ies) by a member shall not preclude such member from attending, speaking and voting in person at the EGM should such member subsequently decide to do so. The appointment of the proxy(ies) for the EGM will be deemed to be revoked if such member attends the EGM in person and in such event, the Company reserves the right to refuse to admit any person(s) appointed under the relevant instrument appointing the proxy(ies) to the EGM.

Personal data privacy

By (a) attending, speaking or voting at the EGM and/or adjournment thereof; (b) submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the EGM and/or any adjournment thereof; or (c) submitting any questions prior to, or at, the EGM, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents or service providers) for the purpose of processing and administration by the Company (or its agents or service providers) of proxies and representatives appointed for the EGM (including any adjournment thereof), addressing substantive and relevant questions from members received prior to, or at, the EGM, preparation and compilation of the attendance lists, minutes and other documents relating to the EGM (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “ Purposes ”), (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents or service providers), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company (or its agents or service providers) in connection with any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of the representation and warranty.

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