ANNUAL REPORT 2015 - Uzma Group

1 ANNUAL REPORT20151 ANNUALREPORT2015 Uzma ANNUAL REPORT 20152 TABLE OFCONTENTSC orporate Information Notice of the Ninth (9th) ANNUAL General Meeting Uzma in a SnapshotPerformance at a GlanceCorporate StructureThe uzmaWAYC hairman s Statement CEO s Review Board of Directors Directors Profile Key Leaders of UzmaCorporate Governance Statement Statement on Risk Management and Internal ControlAudit Committee REPORT Other Compliance Information Analysis of Shareholding as at 28th March 2016 List of Properties040608091012141618202932414345 46493 FINANCIAL STATEMENTSD irectors ReportStatement by Directors Statutory DeclarationIndependent Auditors REPORT Statements of Financial Position Statements of Profit or Loss and Other Comprehensive IncomeStatements of Changes in Equity Statements of Cash Flows Notes to the Financial StatementsProxy Form515454555658596264123 Uzma ANNUAL REPORT 20154 BOARD OF DIRECTORS Datuk Seri Syed Ali bin Tan Sri Syed Abbas Alhabshee (Independent Non-Executive Chairman)

2 Dato Kamarul Redzuan bin Muhamed (Managing Director / Chief Executive Officer) Datin Rozita binti Mat Shah @ Hassan (Executive Director) Peter Angus Knowles (Executive Director) Dato Che Nazahatuhisamudin bin Che Haron (Executive Director) Dato Dr. (H) Ab Wahab bin Haji Ibrahim (Independent Non-Executive Director) Yahya bin Razali (Independent Non-Executive Director) Dato Hajjah Zurainah binti Musa (Independent Non-Executive Director)AUDIT COMMITTEE Dato Dr. (H) Ab Wahab bin Haji Ibrahim - Chairman (Independent Non-Executive Director) Datuk Seri Syed Ali bin Tan Sri Syed Abbas Alhabshee - Member (Independent Non-Executive Chairman) Yahya bin Razali Member (Independent Non-Executive Director) NOMINATING COMMITTEE Datuk Seri Syed Ali bin Tan Sri Syed Abbas Alhabshee - Chairman (Independent Non-Executive Chairman) Dato Dr. (H) Ab Wahab bin Haji Ibrahim - Member (Independent Non-Executive Director) Yahya bin Razali Member (Independent Non-Executive Director) REMUNERATION COMMITTEE Datuk Seri Syed Ali bin Tan Sri Syed Abbas Alhabshee - Chairman (Independent Non-Executive Chairman) Dato Dr.

3 (H) Ab Wahab bin Haji Ibrahim - Member (Independent Non-Executive Director) Dato Kamarul Redzuan bin Muhamed - Member (Managing Director / Chief Executive Officer)CORPORATECORPORATE INFORMATION5 SECRETARIES Kang Shew Meng (MAICSA 0778565) Seow Fei San (MAICSA 7009732)REGISTERED OFFICE802, 8th Floor, Block C, Kelana Square17 Jalan SS7/ 26 47301 Petaling JayaSelangor Darul EhsanTel: 03-7803 1126 Fax: 03-7806 1387 AUDITORSC rowe Horwath (AF 1018) Level 16 Tower C, Megan Avenue II 12 Jalan Yap Kwan Seng50450 Kuala Lumpur Tel: 03-2788 9999 Fax: 03-2788 9998 STOCK EXCHANGE LISTINGMain Market - Bursa Malaysia Securities BerhadListed Since : 29th July 2008 Stock Name : UZMA Stock Code : 7250 CORPORATE OFFICE UZMA TOWERNo. 2, Jalan PJU 8/ 8A Damansara Perdana47820 Petaling Jaya Selangor Darul EhsanTel: 03-7611 4000 Fax: 03-7611 4100 Email : : REGISTRARS ymphony Share Registrars Sdn. Bhd. (378993-D)Level 6, Symphony HousePusat Dagangan Dana 1 Jalan PJU 1A/ 46 47301 Petaling Jaya Selangor Darul Ehsan Tel: 03-7841 8000 Fax: 03-7841 8151 PRINCIPAL BANKERSHSBC Amanah Malaysia Berhad (807705-X)No.

4 2 Leboh Ampang 50100 Kuala LumpurTel: 03-2070 0744 Fax: 03-2070 1146 OCBC Al-Amin Bank Berhad (818444-T)No. 60 Vista Magna, Jalan Prima Metro Prima Kepong 52100 Kuala LumpurTel: 03-6252 2228 Fax: 03-6258 0888 RHB Islamic Bank Berhad (680329-V)RHB Centre No. 426, Jalan Tun Razak 50400 Kuala LumpurTel: 03-9281 3030 Fax: 03-9287 4173 Citibank Berhad (297989-M)Menara Citibank No. 165 , Jalan Ampang 50450 Kuala LumpurTel: 03-2383 0000 Fax: 03-2383 6666 Standard Chartered Bank Malaysia Berhad (115793-P)Menara Standard Chartered No. 30, Jalan Sultan Ismail 50250 Kuala LumpurTel: 03-2117 7777 Fax: 03-2711 6006 AmBank (M) Berhad (8515-D)Level 18 Menara DionJalan Sultan Ismail 50250 Kuala LumpurTel: 03-2026 3939 Fax: 03-2026 6855 RHB Bank Berhad (6171-M)RHB Centre No. 426, Jalan Tun Razak 50400 Kuala LumpurTel: 03-9281 3030 Fax: 03-9287 4173 Alliance Bank Malaysia Berhad (88103-W)Ground & 1st FloorNo.

5 2, Jalan Murni 25/ 61 Taman Sri Muda, Seksyen 2540400 Shah Alam Selangor Darul EhsanTel: 03-5121 9336 Fax: 03-5121 9373 INFORMATIONCORPORATE INFORMATIONUzma ANNUAL REPORT 20156To receive the Audited Financial Statements for the financial year ended 31st December 2015 and the Reports of Directors and Auditors thereon. (Please refer Note 8) To approve the increase in directors re-elect the following Directors who retire in accordance with the Company s Articles of Association:-(i) Dato Che Nazahatuhisamudin bin Che Haron (Article 77)(ii) Dato Dr. (H) Ab Wahab bin Haji Ibrahim (Article 77)(Please refer Note 9) To appoint Messrs Crowe Horwath as Auditors of the Company and to authorize the Directors to fix their remuneration. As Special Business to consider and if thought fit, to pass the following Ordinary Resolutions, with or without modifications: -AUTHORITY TO ISSUE SHARES THAT subject always to the approvals of the relevant governmental and/ or regulatory authorities, the Directors be and are hereby authorized pursuant to Section 132D of the Companies Act, 1965 to allot and issue shares in the Company at any time until the conclusion of the next ANNUAL General Meeting upon such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit provided that the aggregate number of shares to be issued pursuant to this Resolution does not exceed 10% of the issued share capital of the Company for the time being.

6 PROPOSED RETENTION OF INDEPENDENT NON-EXECUTIVE DIRECTOR THAT Datuk Seri Syed Ali bin Tan Sri Syed Abbas Alhabshee be and is hereby retained as an Independent Non-Executive Director of the Company and he shall continue to act as an Independent Non-Executive Chairman notwithstanding that he has been on the Board of the Company for a cumulative period of nine years after the 9th AGM. To transact any other business of which due notice shall have been Resolution 1 Ordinary Resolution 2 Ordinary Resolution 3 Ordinary Resolution 4 Ordinary Resolution 5 Ordinary Resolution 6 NOTICE OF THE NINTH (9TH) ANNUAL GENERAL MEETINGUZMA BERHAD (769866-V) (Incorporated in Malaysia)NOTICE IS HEREBY GIVEN THAT the Ninth (9th) ANNUAL General Meeting of the Company will be held at Damansara Performing Arts Centre (DPAC) Hall, Level G, Empire Damansara, Jalan PJU8/ 8A, Damansara Perdana, 47820 Petaling Jaya, Selangor Darul Ehsan on Wednesday, 25th May 2016 at to transact the following businesses:-BY ORDER OF THE BOARDKANG SHEW MENGSEOW FEI SAN SecretariesPetaling Jaya29th April 2016 AGENDA1234567 NOTICE OF THE NINTH (9TH) ANNUAL GENERAL MEETING7 NOTES.

7 Only depositors whose names appear in the Record of Depositors as at 18th May 2016 shall be regarded as members and entitled to attend, speak and vote at the member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy need not be a Member of the Company and a member may appoint any persons to be his proxy. The provisions of Section 149(1)(b) of the Companies Act 1965 shall not apply to the member shall be entitled to appoint not more than two (2) proxies to attend and vote at the ANNUAL General Meeting. Where a member appoints two (2) proxies, the appointment shall be invalid unless the member specifies the proportions of his holding to be represented by each a member of the Company is an authorized nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least one (1) proxy but not more than two (2) proxies in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.

8 Where a member of the Company is an Exempt Authorized Nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account known as an omnibus account, there is no limit to the number of proxies which the Exempt Authorized Nominee may appoint in respect of each omnibus account it instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorized in writing, or if the appointer is a corporation, either under its Common Seal or under the hand of its officer or attorney duly instrument appointing a proxy must be deposited at the Registered Office of the Company at 802, 8th Floor, Block C, Kelana Square, 17 Jalan SS7/ 26, 47301 Petaling Jaya, Selangor Darul Ehsan at least forty eight (48) hours before the time for holding the Meeting or any adjournment Audited Financial Statements for the financial year ended 31st December 2015 are laid before the shareholders pursuant to the provisions of Section 169(1) and (3) of the Companies Act, 1965 for discussion purpose only.

9 It does not require members approval thus will not be put forward for voting by of Directors who retire by rotation in accordance with Article your information, based on the schedule of retirement of rotation, Datin Rozita binti Mat Shah @ Hassan is due for re-election at this meeting alongside with Dato Che Nazahatuhisamudin bin Che Haron and Dato Dr. (H) Ab Wahab bin Haji Ibrahim. As Datin Rozita binti Mat Shah @ Hassan has expressed her intention not to seek for re-election, the resolution pertaining to her re-election is not put up for members approval at this meeting and she will retain her office as Director until the close of this 9th ANNUAL General notes on special business:Resolution 5 Authority to Issue SharesThe Proposed Ordinary Resolution 5, if passed, will give the Directors of the Company, from the date of the above ANNUAL General Meeting, authority to issue shares from the unissued capital of the Company for such purposes as the Directors may deem fit and in the interest of the Company.

10 The authority, unless revoked or varied by the Company in general meeting, will expire at the conclusion of the next ANNUAL General Meeting of the authority will provide flexibility to the Company for any possible fund raising activities, including but not limited to further placing of shares, for purpose of funding future investment project(s), working capital and/ or at the date of this Notice, 21,585,000 ordinary shares of each ( Shares ) in the Company were allotted and issued on 27th July 2015 pursuant to the authority granted to the Directors at the 8th ANNUAL General Meeting held on 24th June 2015 , which will lapse at the conclusion of the 9th ANNUAL General Meeting. The said Shares were allotted and issued in relation to the Private Placement exercise undertaken by the Company at per Placement Share. Resolution 6 Proposed Retention of Independent Non-Executive DirectorThe Ordinary Resolution 6 is proposed pursuant to Recommendation of the Malaysian Code of Corporate Governance 2012 and if passed, will allow Datuk Seri Syed Ali bin Tan Sri Syed Abbas Alhabshee to be retained and continue to act as Independent Non-Executive Director/ Chairman of the OF THE NINTH (9TH) ANNUAL GENERAL MEETINGUzma ANNUAL REPORT 2015836 COUNTRIES800 EMPLOYEES1000 CONSULTANTS50overINTERNATIONALCLIENTS200 0 ESTABLISHED INUZMA IN A SNAP SHOTUZMA IN A SNAPSHOT9 PERFORMANCE AT A GLANCEREVENUE8% INCREASEFROM RM473 MILLION TO RM511 MILLIONADJUSTEDEARNINGSPER SHARE27% DECREASE FROM TO AFTER TAX8% INCREASEFROM RM41 MILLION TO RM45 MILLION(EXCLUDING UNREALIZED FOREIGN EXCHANGE).