Corporate Governance Report

The Board and Management of UMS Integration Limited (the "Company") is committed to maintaining high standards of corporate governance and practices that are essential to protect the interest of shareholders. Excellence in corporate governance will not only enhance and safeguard the interest of all our shareholders; it will also foster the stability and sustainability of the Group's performance that is crucial in the building of long-term shareholders' value.

This report describes the Group's corporate governance policies and processes with reference to the Code of Corporate Governance 2018 issued in August 2018 (the "Code"). The Board is pleased to confirm that for the financial year ended 31 December 2025, the Company has generally adhered to the principles and guidelines of the Code and any deviations will be specified in this report.

The Board's Conduct of its Affairs – Principle 1

The Board comprises six Directors at the end of the year 2025, of which four, are Independent Non-Executive Directors. The Board provides entrepreneurial leadership, set strategic aims, and ensures that the necessary financial and human resources are in place for the Company to meet its objectives. It also establishes a framework of prudent and effective controls which enable risks to be assessed and managed. In addition, it reviews management performance, set the Group's values and standards, and ensure that obligations to shareholders and others are understood and met. The Board also sets the tone for the Company in respect of code of conduct, ethics, values and desired organisational culture, and also ensures proper accountability within the Group.

The key responsibilities of the Board include:

• Approving business direction and strategies;
• Monitoring management's performance;
• Ensuring the adequacy, efficiency and effectiveness of internal controls, risk management procedures, financial reporting and compliance;
• Approving annual budget, major funding, investment and divestment proposals;
• Approving the nominations of the Board of Directors and appointments to the various Board committees; and
• Assuming the responsibility for overall corporate governance of the Group.

Code of Conduct for Directors

All our Directors are committed to diligently fulfilling their fiduciary duties and responsibilities objectively in the best interests of the Company, ensuring proper accountability within the Company at all times. They understand Company's business as well as their duties as a Director (including their roles as executive and independent non-executive Directors). The Board adheres strictly to a Code of Conduct, which serves as a framework for guiding Directors on ethical risk, potential conflicts of interests and fostering an environment where integrity and accountability are areas of focus.

Our Code of Conduct comprises the following key principles:

• Directors must avoid situations in which their own personal or business interests directly or indirectly conflict, or appear to conflict, with the interests of the Company;
• Directors must immediately declare conflicts of interest in relation to any matter and recuse themselves from participating in any discussion and/or decision on the matter, and are expected to take necessary mitigating steps (if appropriate) to avoid the conflict;
• Directors should consult the Chairman of the Board and the Chairman of the NC before accepting any appointments to the board of directors of another public or private company;
• Directors are to exercise due care and maintain the confidentiality of information entrusted to them by the Company or other parties who have business dealings with the Company;
• Directors must carry out their responsibilities in compliance with the Company guidelines and policies, and applicable laws, rules and regulations; and
• Directors must not trade in the securities of the Company if, at the relevant time, they are in possession of non-public materially price-sensitive or trade-sensitive information.

The Group has in place, a set of internal guidelines setting forth matters that require the Board's approval. Matters that specifically require the Board's approval are those involving:

• Release of all results and any other relevant announcements;
• Group's annual budget;
• Appointment of Directors and key personnel;
• Group's corporate and strategic directions, key operational initiatives;
• Major funding and investment initiatives;
• Merger and acquisition transactions;
• Declaration of interim dividend and proposal of final dividends;
• Interested party transactions;
• Matters involving conflict of interests for substantial shareholders or Directors; and
• All other matters of material importance.

All Directors recognise that they have to discharge their duties and responsibilities at all times as fiduciaries in the interests of the Company. The Board is a representation of the shareholders in the Company and is accountable to them through effective governance of the business. To ensure smooth and effective running of the Group and to facilitate decision making, the Board has established various committees to assist in the discharge of its responsibilities. These committees operate under clearly defined terms of reference, which are headed by Independent Non-Executive Directors. The four committees are:

• Audit Committee ("AC")
• Nominating Committee ("NC")
• Remuneration Committee ("RC")
• Sustainability and Risk Committee ("SRC")