Uni-asia Group Ltd.SGX: CHJ

Results Of AGM And EGM

· Issued by Uni-asia Group Ltd.


UNI-ASIA GROUP LIMITED

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

RESULTS OF ANNUAL GENERAL MEETING AND EXTRAORDINARY GENERAL MEETING

The Board of Directors of Uni-Asia Group Limited (the "Company" and together with its subsidiaries, the "Group") wishes to announce the results of the resolutions as set out in the Notice of Annual General Meeting ("AGM") dated 8 April 2025, the Supplemental Notice of AGM dated 18 April 2025 and the Notice of Extraordinary General Meeting ("EGM") dated 8 April 2025 at the AGM and EGM respectively today.

  1. DETAILS OF PERSON(S) REQUIRED TO ABSTAIN FROM VOTING ON ANY RESOLUTIONS

    NO.

    AGM ORDINARY RESOLUTION

    PERSON(S) ABSTAIN TO VOTE

    6.

    To re-elect Mr. Lim Kai Ching as a Director (Retiring under Article 100).

    Mr. Lim Kai Ching

    NO.

    EGM ORDINARY RESOLUTIONS

    PERSON(S) ABSTAIN TO VOTE

    1.

    To approve the proposed renewal of the Shareholders' Mandate for Interested Person Transactions.

    Yamasa Co., Ltd (Controlling Shareholder with 23,582,116 ordinary shares representing 30.003% indirect interest in the capital of the Company) and

    its associates.

    3.

    To approve the proposed adoption of the Uni-Asia Group Performance Share Plan 2025

    Employees of the Group (including any Executive Director) who are eligible to participate in the Group Performance Share Plan. An aggregate of 3,958,230 ordinary shares were held by the

    shareholders present at the EGM.

    4.

    To approve the proposed acquisition of M/V Uni Sunshine from Unicorn Bulkship S.A.

    Yamasa Co., Ltd (Controlling Shareholder with 23,582,116 ordinary shares representing 30.003% indirect interest in the capital of the Company) and

    its associates.

  2. SCRUTINEER

    Virtus Assure Pte. Ltd. was appointed as Scrutineer for the AGM.

  3. POLL RESULTS OF AGM

    The results of the poll on the respective resolutions as set out in the Notice of AGM dated 8 April 2025 put to vote at the AGM are set out below for information:

    POLL RESULTS

    ANNUAL GENERAL MEETING ON 30 April 2025

    Ordinary Resolution No. 1:

    To receive and adopt the Directors' Statement and Audited Financial Statements for the financial year ended 31 December 2024 together with the Auditors' Report thereon.

    FOR

    AGAINST

    TOTAL NO. OF VALID VOTES

    NO. OF SHARES

    44,690,974

    2,625

    44,693,599

    PERCENTAGE

    99.994%

    0.006%

    100.000%

    Resolution No. 1 was CARRIED.

    Ordinary Resolution No. 2:

    To declare a final one-tier tax-exempt dividend of S$0.02 per ordinary share for the financial year ended 31 December 2024.

    FOR

    AGAINST

    TOTAL NO. OF VALID VOTES

    NO. OF SHARES

    44,677,974

    17,625

    44,695,599

    PERCENTAGE

    99.961%

    0.039%

    100.000%

    Resolution No. 2 was CARRIED.

    Ordinary Resolution No. 3:

    To re-elect Mr. Michio Tanamoto as a Director (Retiring under Article 94).

    Resolution No. 3 was WITHDRAWN.

    Ordinary Resolution No. 4:

    To re-elect Ms. Juliana Lee Kim Lian as a Director (Retiring under Article 94).

    FOR

    AGAINST

    TOTAL NO. OF VALID VOTES

    NO. OF SHARES

    43,804,574

    887,900

    44,692,474

    PERCENTAGE

    98.013%

    1.987%

    100.000%

    Resolution No. 4 was CARRIED.

    Ordinary Resolution No. 5:

    To re-elect Mr. Chong Teck Sin as a Director (Retiring under Article 100).

    FOR

    AGAINST

    TOTAL NO. OF VALID VOTES

    NO. OF SHARES

    43,652,324

    890,150

    44,542,474

    PERCENTAGE

    98.002%

    1.998%

    100.000%

    Resolution No. 5 was CARRIED.

    Ordinary Resolution No. 6:

    To re-elect Mr. Lim Kai Ching as a Director (Retiring under Article 100).

    FOR

    AGAINST

    TOTAL NO. OF VALID VOTES

    NO. OF SHARES

    43,704,574

    887,900

    44,592,474

    PERCENTAGE

    98.009%

    1.991%

    100.000%

    Resolution No. 6 was CARRIED.

    Ordinary Resolution No. 7:

    To approve Directors' fees of S$231,383.56 for the financial year ending 31 December 2025, payable quarterly in arrears (2024: S$207,500).

    FOR

    AGAINST

    TOTAL NO. OF VALID VOTES

    NO. OF SHARES

    15,846,708

    28,834,891

    44,681,599

    PERCENTAGE

    35.466%

    64.534%

    100.000%

    Resolution No. 7 was NOT CARRIED.

    Ordinary Resolution No. 8

    To re-appoint Messrs KPMG LLP as auditors of the Company and to authorise the Directors to fix their remuneration.

    FOR

    AGAINST

    TOTAL NO. OF VALID VOTES

    NO. OF SHARES

    44,665,474

    27,000

    44,692,474

    PERCENTAGE

    99.940%

    0.060%

    100.000%

    Resolution No. 8 was CARRIED.

    Ordinary Resolution No. 9:

    To authorise the Directors to allot and issue shares and to make or grant convertible instruments.

    FOR

    AGAINST

    TOTAL NO. OF VALID VOTES

    NO. OF SHARES

    15,258,908

    29,422,691

    44,681,599

    PERCENTAGE

    34.150%

    65.850%

    100.00%

    Resolution No. 9 was NOT CARRIED.

    Ordinary Resolution No. 10:

    Appointment of Mr. Khalid Moinuddin Hashim pursuant to Article 100.

    FOR

    AGAINST

    TOTAL NO. OF VALID VOTES

    NO. OF SHARES

    27,953,941

    15,824,546

    43,778,487

    PERCENTAGE

    63.853%

    36.147%

    100.000%

    Resolution No. 10 was CARRIED.

  4. POLL RESULTS OF EGM

    The results of the poll on the respective resolutions as set out in the Notice of EGM dated 8 April 2025 put to vote at the EGM are set out below for information:

    POLL RESULTS

    EXTRORDINARY GENERAL MEETING ON 30 April 2025

    Ordinary Resolution No. 1:

    To approve the proposed renewal of the Shareholders' Mandate for interested Person transactions.

    FOR

    AGAINST

    TOTAL NO. OF VALID VOTES

    NO. OF SHARES

    20,086,408

    7,400

    20,093,808

    PERCENTAGE

    99.963%

    0.037%

    100.000%

    Resolution No. 1 was CARRIED.

    Ordinary Resolution No. 2:

    To approve the proposed adoption of the Share Purchase Mandate

    FOR

    AGAINST

    TOTAL NO. OF VALID VOTES

    NO. OF SHARES

    20,092,258

    23,583,666

    43,675,924

    PERCENTAGE

    46.003%

    53.997%

    100.000%

    Resolution No. 2 was NOT CARRIED.

    Ordinary Resolution No. 3:

    To approve the proposed adoption of the Uni-Asia Group Performance Share Plan 2025.

    FOR

    AGAINST

    TOTAL NO. OF VALID VOTES

    NO. OF SHARES

    11,166,428

    28,485,766

    39,652,194

    PERCENTAGE

    28.161%

    71.839%

    100.000%

    Resolution No. 3 was NOT CARRIED.

    Ordinary Resolution No. 4:

    To approve the proposed acquisition of M/V Uni Sunshine from Unicorn Bulkship S.A.

    FOR

    AGAINST

    TOTAL NO. OF VALID VOTES

    NO. OF SHARES

    20,092,258

    1,550

    20,093,808

    PERCENTAGE

    99.992%

    0.008%

    100.000%

    Resolution No. 4 was CARRIED.

  5. AUDIT COMMITTEE

Ms. Juliana Lee Kim Lian, who was re-elected as a Director of the Company at the AGM, remains as a member of the Audit Committee ("AC") and Chairman of the Remuneration Committee. The Board considers Ms. Lee to be independent for the purpose of Rule 704(8) of the Listing Manual of the SGX-ST.

Mr. Chong Teck Sin, who was re-elected as a Director of the Company at the AGM, remains as a member of the Audit Committee ("AC") and was appointed as Chairman of the Nominating Committee. The Board considers Mr. Chong to be independent for the purpose of Rule 704(8) of the Listing Manual of the SGX-ST.

All AC members are non-executive independent Directors of the Company and have no interest or relationship which would affect their exercise of independent judgement.

For and on behalf of Uni-Asia Group Limited

30 April 2025