Annual General Meeting :: Voluntary

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 Wednesday, 28 April 2021 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 2020 together with the Auditors' Report thereon.

Resolution 1

2. To approve the payment of a final tax-exempt(one-tier) dividend of 1.0 cent per ordinary share in respect of the financial year ended 31 December 2020.

Resolution 2

3 To re-elect Ms Gn Jong Yuh Gwendolyn, who is retiring by rotation in accordance with Regulation 89 of the Company's Constitution, as Director of the Company.

[Ms Gn Jong Yuh Gwendolyn will, upon re-election as a Director of the Company, remain as the Chairman of the Remuneration Committee, a member of the Audit Committee and the Nominating 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 27 to 29 in the Annual Report for the detailed information required pursuant to Rule 720(6) of the SGX-ST.]

Resolution 3

4. To re-elect Datuk Phang Ah Tong, who is retiring by rotation in accordance with Regulation 89 of the Company's Constitution, as Director of the Company.

[Datuk Phang Ah Tong will, upon re-election as a Director of the Company, remain as the Chairman of the Nominating Committee, a member of the Audit 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 27 to 29 in the Annual Report for the detailed information required pursuant to Rule 720(6) of the SGX-ST.]

Resolution 4

5. To approve the payment of Directors' fees of up to S$229,000 for the financial year ending 31 December 2021, to be paid quarterly in arrears. (FY2020: S$214,000)

Resolution 5

1. To re-appoint Moore Stephens LLP as Independent Auditors and to authorise the Directors to fix their remuneration. Resolution 6
2. To transact any other ordinary business which may properly be transacted at an Annual General Meeting.

1

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 ANNUAL GENERAL MEETING

SPECIAL BUSINESS:

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

8. 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:

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

1. 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

1. (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
3. 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:-
   1. 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
   2. any subsequent bonus issue, consolidation or subdivision of shares;

adjustments 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.

1. 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
2. (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 7

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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

NOTICE OF ANNUAL GENERAL MEETING

Explanatory Note:

Resolution 7 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 7 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 7 is passed, and (b) any subsequent consolidation or subdivision of shares.

NOTICE OF RECORD DATE FOR THE PROPOSED FINAL DIVIDEND

NOTICE IS HEREBY GIVEN THAT the Share Transfer Books and Register of Members of the Company will be closed on 5 May 2021, for the purpose of determining members' entitlements to the Proposed Final Dividend of 1.0 cent per ordinary share (tax-exemptone-tier) for the financial year ended 31 December 2020.

Duly completed registrable transfers received by the Company's Share Registrar, In.Corp Corporate Services Pte. Ltd. (F.K.A. 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 4 May 2021 will be registered before entitlement to the Proposed Final Dividend are determined. Members whose Securities Accounts with The Central Depository (Pte) Limited are credited with shares at 5.00 p.m. on 4 May 2021 will be entitled to the Proposed Final Dividend.

The Proposed Final Dividend, if approved at the forthcoming Annual General Meeting of the Company, will be paid on 21 May 2021.

BY ORDER OF THE BOARD

Siau Kuei Lian / Teo Chia Hui

Company Secretaries

Singapore

12 April 2021

Notes:

1. Pursuant to the COVID-19 (Temporary Measures) Act 2020 (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020, the Company has the option to hold a virtual meeting, even where the Company is permitted under safe distancing regulations to hold a physical meeting. Due to the current COVID-19 situation and the Company's efforts to keep physical interactions and COVID-19 transmission risks to a minimum, the Annual General Meeting of the Company will be held by way of electronic means.
2. The Annual Report, Notice of Annual General Meeting and Proxy Form 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.htmland also on SGXNet at the URL https://www.sgx.com/securities/company-announcements. Printed copies of these documents will not be despatched to members.
3. Members (including a Relevant Intermediary*) will not be able to attend the Annual General Meeting in person. Members may:-
4. 1. pre-registerto participate at the Annual General Meeting by watching and/or listening to the proceedings via a "live" webcast via mobile phone, tablet or computer ("Live Webcast");
   2. submitting questions related to the resolutions to be tabled for approval in advance of the Annual General Meeting via email to the Company at UMSAGM280421@umsgroup.com.sg; and/or
   3. appointing the Chairman of the Meeting as proxy to attend, speak and vote on their behalf at the Annual General Meeting.

3

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 ANNUAL GENERAL MEETING

1. A member of the Company (including a Relevant Intermediary*) entitled to vote at the Annual General Meeting must appoint the Chairman of the Meeting to act as proxy and direct the vote at the Annual General Meeting.
2. An investor who holds shares under the Central Provident Fund Investment Scheme ("CPF Investor") and/or the Supplementary Retirement Scheme ("SRS Investor") (as may be applicable) and wishes to appoint the Chairman of the Meeting as proxy should approach their respective CPF Agent Banks and/or SRS Operators to submit their votes at least seven (7) working days before the Annual General Meeting.
3. The instrument appointing the Chairman of the Meeting as proxy must be under the hand of the appointor or of his attorney duly authorised in writing. Where the proxy form is executed by a corporation, it must be executed either under its seal or under the hand of an officer or attorney duly authorised. Where the proxy form 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.
4. The instrument appointing the Chairman of the Meeting as proxy must: (i) if sent personally or by post, be deposited at the registered office of the Company at 23 Changi North Crescent, Singapore 499616; or (ii) if submitted electronically, be submitted via email to the Company at UMSAGM280421@umsgroup.com.sgand in either case, by no later than 72 hours before the time appointed for the Annual General Meeting, and in default the instrument of proxy shall not be treated as valid.
5. In view of the current COVID-19 situation and the related safe distancing measures, members are strongly encouraged to submit completed proxy forms electronically via the UMS AGM Website.
6. The Annual Report for FY2020 may be accessed on the Company's website at the URL https:http://www.umsgroup.com.sg/ir.htmland is also available on the SGXNet at the URL https://www.sgx.com/securities/company-announcements.
   Important notes to members:
   A. The key dates which members should take note of are set out in the table below:-

* A Relevant Intermediary is:

1. a banking corporation licensed under the Banking Act (Cap. 19) 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; or
2. a person holding a capital markets services licence to provide custodial services for securities under the Securities and Futures Act (Cap. 289) and who holds shares in that capacity; or
3. the Central Provident Fund Board established by the Central Provident Fund Act (Cap. 36), in respect of shares purchased under the subsidiary legislation made under that Act providing for the making of investments from the contributions and interest standing to the credit of members of the Central Provident Fund, if the Board holds those shares in the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation.

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 ANNUAL GENERAL MEETING

1. Due to the constantly evolving COVID-19 situation in Singapore, the Company may be required to change its Meeting arrangements at short notice. Members should check the Company's website at the URL http://www.umsgroup.com.sg/ir.htmlfor the latest updates on the status of the Annual General Meeting, if any.

PERSONAL DATA PRIVACY:

By pre-registering for the Live Webcast, submitting the proxy form appointing the Chairman to attend, speak and vote at the Annual General Meeting and/or any adjournment thereof, 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) for the purpose of the processing and administration by the Company (or its agents) of the appointment of the Chairman as proxy for the Annual General Meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, proxy lists, minutes and other documents relating to the Annual General Meeting (including any adjournment thereof), and in order for the Company (or its agents) 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), 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) 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 in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member's breach of warranty.

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