Uni-asia Group Ltd.SGX: CHJ

AGM Minutes And EGM Minutes

· Issued by Uni-asia Group Ltd.


UNI-ASIA GROUP LIMITED

(Company Registration. No: 201701284Z) (Incorporated in the Republic of Singapore)

MINUTES OF ANNUAL GENERAL MEETING ("AGM") PLACE : Anson III, Level 2, M Hotel Singapore, 81 Anson Road, Singapore 079908 DATE : Wednesday, 30 April 2025 TIME : 2.00 p.m.

PRESENT : Mr. Michio Tanamoto - Executive Chairman Mr. Masahiro Iwabuchi - Chief Executive Officer

Mr. Lim Kai Ching - Executive Director

Mr. Lee Gee Aik - Lead independent Director Mr. Philip Chan Kam Loon - Independent Director

Ms. Juliana Lee Kim Lian - Independent Director Mr. Chong Teck Sin - Independent Director

IN ATTENDANCE : *Attendance Lists are on records CHAIRMAN OF AGM : Mr. Michio Tanamoto

*Due to the restriction on the use of personal data pursuant to the provisions of the Personal Data Protection Act 2012, the names of the shareholders present at this meeting as well as those who asked questions, will not be published in these minutes.

QUORUM

As a quorum was present, the Chairman declared the meeting open at 2.00 p.m.

CHAIRMAN & INTRODUCTION

The Chairman welcomed shareholders to the Annual General Meeting ("AGM") and introduced the Directors, Auditors and Legal Counsel present. He also took the opportunity to introduce his key management personnel from Hong Kong and Tokyo, Japan who were also present at today's AGM namely,

  • Mr. Matthew Yuen, Senior Managing Director and the Head of Shipping Division;

  • Mr. Takeshi Iritono, President of Uni-Asia Capital (Japan) Ltd In Tokyo;

  • Mr. Shinichiro Ishizaki, Head of Maritime Business Department in Hong Kong;

  • Mr. Takuro Ishiura, Managing Director of Uni-Asia Capital (Japan) Ltd In Tokyo;

  • Ms. Candy Wong, Head of Financial Management Department in Hong Kong;

  • Ms. Chiaki Yamamoto, Head if Internal Audit Department;

  • Ms. Yumiko Kanda, Head of Maritime Asset Management Department;

  • Ms. Rachel Choo, Chief Financial Officer; and

  • Ms. Linda Lai, General Manager of Property Investment Department in Hong Kong.

PRESENTATION OF FINANCIAL RESULTS FOR YEAR 2024 AND THE GROUP'S BUSINESS UPDATE

Mr. Lim Kai Ching, the Executive Director of the Company, presented the financial results for Financial Year 2024 and the Group's business update to the shareholders present at the AGM.

WITHDRAWAL OF RESOLUTION 3

The shareholders were informed of the withdrawal of Resolution 3 on the proposed re-election of Mr. Michio Tanamoto as Director of the Company as stated on the Notice of AGM dated 8 April 2025. Accordingly, Resolution 3 would not be put to vote at the AGM.

The Company had on 28 February 2025 announced the stepping down of Mr. Michio Tanamoto as Executive Chairman of the Board (over ten years, a role he has held since 2014) upon the conclusion of this AGM as part of the Group's leadership renewal. Mr. Chan Kam Loon, independent Director, will be appointed as the new Independent Chairman of the Board in place of Mr. Tanamoto who stepped down at the conclusion of this AGM.

Subsequently, Mr. Michio Tanamoto has decided not to put himself up for re-election as Director and he would retire as Director upon the conclusion of this AGM. As such, Resolution 3 relating to his re-election has been withdrawn. The withdrawal of Resolution 3 shall not affect the proxy forms already submitted in respect of the other resolutions tabled at his AGM.

On behalf of the Board and Management, the Company would like to accord their sincere gratitude and thanks to Mr. Tanamoto for his invaluable contribution to the Board. The Board and Management of Uni-Asia Group have benefitted immensely from his insights and expertise throughout his tenure as Director of the Company and Chairman of the Board.

NOTICE

The Notice convening the AGM and the Supplemental Notice of AGM were taken as read.

QUESTIONS AND ANSWERS

The Shareholders were informed that the relevant questions that were received in advance of the AGM have been substantially answered and have been published on SGXNET on 23 April 2025. Shareholders should refer to the SGXNET announcement for reference.

CHAIRMAN APPOINTED AS PROXY

The Chairman of the Meeting informed that he has been appointed by numerous shareholders as proxy and he would vote in accordance with the proxy's instructions.

POLL VOTING

All resolutions at the AGM (except for Resolution 3 which has been withdrawn) were voted by poll pursuant to the Company's Constitution and Listing Rule 730A(2) of the Listing Manual of the Singapore Exchange Securities Trading Limited ("SGX-ST"). The Company has appointed Septus Singapore Pte Ltd as the polling agent and Virtus Assure Pte. Ltd. as scrutineer for purpose of the poll voting. The proxies lodged have been checked by the polling agent and scrutineer.

VIDEO CLIP ON ELECTRONIC VOTING

An instructional video clip on the electronic poll voting procedure was played for shareholders information during the AGM.

As the poll procedures would require time to complete, the poll on each resolution be taken after all the resolutions had been formally proposed and seconded. The results would be announced after they are counted and verified.

BUSINESS OF AGM

The Chairman proceeded with the formal business of the AGM.

ORDINARY BUSINESS: RESOLUTION 1 - DIRECTORS' STATEMENT AND AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2024 TOGETHER WITH THE AUDITORS' REPORT THEREON.

The meeting proceeded to receive and adopt the Directors' Statement and Audited Financial Statements of the Company for the year ended December 31, 2024 together with the Auditors' Report thereon.

The motion was duly proposed by the Chairman and seconded by a shareholder present.

As there were no questions from shareholders, the Chairman proceeded to the next resolution.

RESOLUTION 2 - TO DECLARE A FINAL ONE-TIER TAX-EXEMPT DIVIDEND OF S$0.02 PER SHARE FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2024

Resolution 2 is to declare a final one-tier tax-exempt dividend of S$0.02 per share for the financial year ended December 31, 2024. The dividends, if approved, will be paid on May 30, 2025.

The motion was duly proposed by the Chairman and seconded by a shareholder present.

As there were no questions from shareholders, the Chairman proceeded to the next resolution.

RESOLUTION 3 - RE-ELECTION OF MR. MICHIO TANAMOTO AS DIRECTOR (WITHDRAWN)

As resolution 3 was withdrawn, the Chairman proceeded to the next item on the agenda.

TO RECORD THE RETIREMENT OF MR LEE GEE AIK AS A DIRECTOR

The Chairman informed the shareholders that Mr. Lee Gee Aik ("Mr. Lee") would not be seeking re-election at this AGM to facilitate Board renewal of directors pursuant to the corporate governance principles as well as the SGX ruling on tenure of independent directors. Mr. Lee has retired as a director of the Company at the conclusion of this AGM and he has also relinquish his position as the Chairman of

the Audit Committee and a member of both the Remuneration and Nominating Committees, accordingly.

The Board and Management of Uni-Asia Group would like to place on record their sincere appreciation and thanks to Mr Lee for his dedication and invaluable contributions over the past 9 years and wish him many more years of fulfilling retirement.

RESOLUTION 4 - RE-ELECTION OF MS. JULIANA LEE KIM LIAN AS DIRECTOR

Ms. Juliana Lee Kim Lian who was retiring by rotation under Article 94 of the Company's Constitution and being eligible for re-election, had offered herself for re-election.

The motion was duly proposed by the Chairman and seconded by a shareholder present.

As there were no questions from shareholders, the Chairman proceeded to the next resolution.

RESOLUTION 5 - RE-ELECTION OF MR. CHONG TECK SIN AS DIRECTOR

Mr. Chong Teck Sin who was retiring under Article 100 of the Company's Constitution and being eligible for re-election, had offered himself for re-election.

The motion was duly proposed by the Chairman and seconded by a shareholder present.

As there were no questions from shareholders, the Chairman proceeded to the next resolution.

RESOLUTION 6 - RE-ELECTION OF MR. LIM KAI CHING AS DIRECTOR

Mr. Lim Kai Ching who was retiring under Article 100 of the Company's Constitution and being eligible for re-election, had offered himself for re-election.

The motion was duly proposed by the Chairman and seconded by a shareholder present.

As there were no questions from shareholders, the Chairman proceeded to the next resolution.

RESOLUTION 7 - DIRECTORS' FEES FOR FINANCIAL YEAR ENDING DECEMBER 31, 2025

Resolution 5 dealt with the approval of Directors' fees of S$231,383.56 for the financial year ending December 31, 2025.

The Chairman proposed the motion which was seconded by a shareholder.

As there were no questions from shareholders, the Chairman proceeded to the next resolution.

RESOLUTION 8 - RE-APPOINTMENT OF AUDITORS

Shareholders were informed that the retiring auditors, KPMG LLP had expressed their willingness to accept re-appointment.

The motion was duly proposed by the Chairman and seconded by a shareholder present.

As there were no questions from shareholders, the Chairman proceeded to the next resolution.

ANY OTHER ORDINARY BUSINESS

There being no other ordinary business to transact, the AGM proceed to deal with the special business as set out in the Notice.

SPECIAL BUSINESS RESOLUTION 9 - AUTHORITY TO ALLOT AND ISSUE SHARES AND TO MAKE OR GRANT CONVERTIBLE INSTRUMENTS

Resolution 9 is to authorise the directors to allot and issue shares and to make or grant convertible instruments pursuant to Section 161 of the Companies Act 1967, the Listing Rules of the Singapore Exchange Securities Trading Limited and the Company's Constitution.

The shareholders were informed that the text of the resolution is set out under item 8 of the Notice. The motion was duly proposed by the Chairman and seconded by a shareholder present.

As there were no questions from shareholders, the Chairman proceeded to the next resolution.

RESOLUTION 10 - PROPOSED APPOINTMENT OF MR. KHALID MOINUDDIN HASHIM AS DIRECTOR

Resolution 10 dealt with the appointment of Mr. Khalid Moinuddin Hashim as a director of the Company under Article 100 of the Company's Constitution.

As mentioned in the Supplemental Notice of AGM on 17 April 2025, the Company received a letter from DB Nominees (Singapore) Pte Ltd (the "Nominator") giving its intention to nominate Mr. Khalid Moinuddin Hashim as a Director of the Company at the AGM. Additionally, as announced by the Company on 26 April 2025, the Company received a statement from the Nominator on its nomination of Mr. Khalid Moinuddin Hashim. The proposed appointment is subject to the approval of the Shareholders by way of an Ordinary Resolution at this AGM.

The shareholders were informed that the text of the resolution is set out under item 9 of the Supplemental Notice of AGM dated 18 April 2025.

The motion was duly proposed and seconded by shareholders present.