UMS : Minutes Of Annual General Meeting Held On 23 June 2020

UMS HOLDINGS LIMITED

(Company Registration No.:200100340R)

(Incorporated in Singapore)

(the "Company")

MINUTES OF ANNUAL GENERAL MEETINGPLACE

• : By way of electronic means

  DATE

• : Tuesday, 23 June 2020

  TIME

• : 10.00 a.m.

  CHAIRMAN

• : Mr Luong Andy

  PRESENT

• : Directors

  Mr Loh Meng Chong, Stanley Mr Chay Yiowmin

  Ms Gn Jong Yuh, Gwendolyn Datuk Phang Ah Tong

  Shareholders

  Please see Attendance List.

QUORUM

At 10.00 am, the Chairman welcomed all shareholders present at the Annual General Meeting ("AGM" or "Meeting") of the Company via live webcast, and introduced the members of the Board to those present at the meeting.

As a quorum was present, the Chairman called the AGM to order.

The Chairman shared with shareholders on the business outlook of the Company prior to the commencement of the proceedings of the AGM.

The Chairman informed that he had requested the Independent Director, Ms Gn Jong Yuh, Gwendolyn ("Ms Gn") to assist him with the proceedings of the AGM.

NOTICE

Ms Gn informed the Meeting that Notice of AGM had been sent to members by electronic means via publication on the Company's website and SGXNet. Pertinent information relating to the proposed Resolutions tabled for the AGM were set out in the Notice of AGM issued on 8 June 2020. As such, the Notice convening the meeting was taken as read.

Proxy forms appointed Chairman to vote on their behalf were submitted by shareholders before the Meeting. All resolutions at the Meeting were voted by way of poll and were deemed to have been duly proposed and seconded.

Ms Gn informed the Meeting that the Company had responded to those substantial and relevant questions that are related to the resolutions received from the shareholders through an announcement published on SGXNet before trading hours on 23 June 2020.

It was noted that RHT Corporate Advisory Pte. Ltd. had been appointed as polling agent and Complete Corporate Services Pte. Ltd. had been appointed as scrutineers for the voting and had tabulated the voting results.

ORDINARY BUSINESS:

• 1. RESOLUTION 1 - DIRECTORS' STATEMENT AND AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 AND THE AUDITORS' REPORT THEREON

  The Meeting proceeded to receive and adopt the Directors' Statement and the Audited Financial Statements for the financial year ended 31 December 2019 ("FY2019") and the Auditors' Report thereon.

  The result of the poll was as follows:-

  Total no. of Ordinary Shares Cast	No. of Ordinary Shares FOR	% 'For'	No. of Ordinary Shares AGAINST	% 'Against'
  160,780,389	160,780,389	100.00	0	0.00

  Based on the above result, on behalf of the Chairman, Ms Gn declared Resolution 1 carried.

  IT WAS UNANIMOUSLY RESOLVED THAT the Directors' Statement and Audited Financial Statements for FY2019 and the Auditors' Report thereon be and is hereby received and adopted.

• 2. RESOLUTION 2 - FINAL DIVIDEND OF 2.0 CENTS PER ORDINARY SHARE

  It was noted that the Directors recommended the payment of a final dividend of 2.0 cents per ordinary share in respect of the financial year ended 31 December 2019. The final dividend, if approved, will be paid on 10 July 2020 to entitled shareholders as of the Record Date of 5.00 p.m. on 29 June 2020.

  The result of the poll was as follows:-

  Total no. of Ordinary Shares Cast	No. of Ordinary Shares FOR	% 'For'	No. of Ordinary Shares AGAINST	% 'Against'
  162,875,682	162,875,682	100.00	0	0.00

  Based on the above result, on behalf of the Chairman, Ms Gn declared Resolution 2 carried.

  IT WAS UNANIMOUSLY RESOLVED THAT the payment of a final one-tier tax-exempt dividend of 2.0 cent per ordinary share for the financial year ended 31 December 2019 be and is hereby approved.

  Subsequent note to the Meeting:

  In view that the Singapore Government has declared 10 July 2020 as a public holiday due to General Election 2020, the payment date for the final dividend originally scheduled to be made on 10 July 2020 has been changed to 9 July 2020.

• 3. RESOLUTION 3 - SPECIAL DIVIDEND OF 0.5 CENT PER ORDINARY SHARE

  It was noted that the Directors recommended the payment of a special dividend of 0.5 cent per ordinary share in respect of the financial year ended 31 December 2019. The special dividend, if approved, will be paid on 10 July 2020 to entitled shareholders as of the Record Date of 5.00 p.m. on 29 June 2020.

  The result of the poll was as follows:-

  Total no. of Ordinary Shares Cast	No. of Ordinary Shares FOR	% 'For'	No. of Ordinary Shares AGAINST	% 'Against'
  162,875,682	162,875,682	100.00	0	0.00

  Based on the above result, on behalf of the Chairman, Ms Gn declared Resolution 3 carried.

  IT WAS UNANIMOUSLY RESOLVED THAT the payment of a special one-tier tax-exempt dividend of 0.5 cent per ordinary share for the financial year ended 31 December 2019 be and is hereby approved.

  Subsequent note to the Meeting:

  In view that the Singapore Government has declared 10 July 2020 as a public holiday due to General Election 2020, the payment date for the final dividend originally scheduled to be made

• on 10 July 2020 has been changed to 9 July 2020.

• 4. RESOLUTION 4 - RE-ELECTION OF DIRECTOR: MR LOH MENG CHONG, STANLEY

  Mr Loh Meng Chong, Stanley ("Mr Loh") who was retiring as a Director of the Company pursuant to Regulation 89 of the Constitution of the Company, had consented to continue in office. Upon being duly re-elected, Mr Loh will remain as the Executive Director of the Company.

  The result of the poll was as follows:-

  Total no. of Ordinary Shares Cast	No. of Ordinary Shares FOR	% 'For'	No. of Ordinary Shares AGAINST	% 'Against'
  162,875,712	160,611,667	98.61	2,264,045	1.39

  Based on the above result, on behalf of the Chairman, Ms Gn declared Resolution 4 carried.

  IT WAS RESOLVED THAT Mr Loh Meng Chong, Stanley be and is hereby re-elected as a Director of the Company.

• 5. RESOLUTION 5 - RE-ELECTION OF DIRECTOR: MR CHAY YIOWMIN

  Mr Chay Yiowmin ("Mr Chay") who was retiring as a Director of the Company pursuant to Regulation 89 of the Constitution of the Company, had consented to continue in office. Upon being duly re-elected, Mr Chay will remain as the Lead Independent Director, Chairman of the Audit Committee and a member of the Nominating Committee and the Remuneration Committee. Mr Chay will be considered independent for the purpose of Rule 704(8) of the Listing Manual of the SGX-ST.

The result of the poll was as follows:-

Based on the above result, on behalf of the Chairman, Ms Gn declared Resolution 5 carried.

IT WAS RESOLVED THAT Mr Chay Yiowmin be and is hereby re-elected as a Director of the Company

• 6. RESOLUTION 6 - DIRECTORS' FEES FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2020

  The Board had recommended Directors' fees of S$214,000 for the financial year ending 31 December 2020, to be paid quarterly in arrears.

  The result of the poll was as follows:-

  Total no. of Ordinary Shares Cast	No. of Ordinary Shares FOR	% 'For'	No. of Ordinary Shares AGAINST	% 'Against'
  162,863,182	162,863,182	100.00	0	0.00

  Based on the above result, on behalf of the Chairman, , Ms Gn declared Resolution 6 carried.

  IT WAS UNANIMOUSLY RESOLVED THAT the Directors' fees of S$214,000 for the financial year ending 31 December 2020, to be paid quarterly in arrears, be and is hereby approved.

• 7. RESOLUTION 7 - RE-APPOINTMENT OF AUDITORS

  The retiring auditors, Moore Stephens LLP, had expressed their willingness to continue in office.

  The result of the poll was as follows:-

  Total no. of Ordinary Shares Cast	No. of Ordinary Shares FOR	% 'For'	No. of Ordinary Shares AGAINST	% 'Against'
  162,875,682	162,875,682	100.00	0	0.00

  Based on the above result, on behalf of the Chairman, Ms Gn declared Resolution 7 carried.

  IT WAS UNANIMOUSLY RESOLVED THAT Moore Stephens LLP be and are hereby re-appointed as Auditors of the Company until the next Annual General Meeting and the Directors be authorised to fix their remuneration.

8.

ANY OTHER ORDINARY BUSINESS

There being no other ordinary business to transact, the Meeting proceeded to deal with the Special Business outlined in the Notice convening the AGM.

SPECIAL BUSINESS:

9.

RESOLUTION 8 - AUTHORITY TO ISSUE SHARES IN THE CAPITAL OF THE COMPANY PURSUANT TO SECTION 161 OF THE COMPANIES ACT, CAP. 50 AND RULE 806 OF THE LISTING MANUAL OF THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED

On behalf of the Chairman, Ms Gn informed the Meeting that Resolution 8, if passed, would empower Directors of the Company from the date of this AGM until the date of the next AGM to issue shares and convertible securities not exceeding the quantum set out in this resolution.

The result of the poll was as follows:-

Based on the above result, on behalf of the Chairman, Ms Gn declared Resolution 8 carried.

IT WAS RESOLVED THAT ::

"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);