Good day and thank you for standing by. Welcome to Uni-Fuels Holdings Limited EGM conference call. Please note that there will be no question and answer session today. If you have any questions, you can send an email to investors@uni-fuels.com. Please be advised that today's conference is being recorded. I'd like to hand the conference over to your speaker today, Mr. Koh Kuan Hua. Please go ahead.
Good morning, everyone, and welcome to Uni-Fuels Holdings extraordinary general meeting. I am Koh Kuan Hua, Chief Executive Officer and Director of Uni-Fuels Holdings, and I will chair today's meeting. I now call this meeting to order to begin. I would like to take this opportunity to introduce Ms. Anna Chau of Loeb & Loeb, who I have asked to be the secretary of this meeting and to record the minutes. Before considering the business to be taken up at this meeting, I would like Ms. Chau to report on the formal steps taken in connection with it.
Mr. Chairman, I previously presented the signed affidavit of mailing of an employee of [Inaudible] Transfer LLC, which states that the documents were first mailed the 22nd August of 2026. As of the record date, there were 9,815,000 Class A ordinary shares and 22,650,000 Class B ordinary shares issued and outstanding. For each proposal at this meeting, holders of Class A ordinary shares are entitled to one vote per share, and holders of Class B ordinary shares are entitled to 100 votes per share.
Thank you, Ms. Chau. I would like you to file the affidavit as to the mailing of the proxy materials in the company's minute book with the minutes of this meeting. I hereby appoint Ms. Karen Smith from Advantage Proxy to act as Inspector of Election of this meeting. She will distribute and collect the ballots and count the votes. Will the inspector now provide us with a count of the shareholders present in person or by proxy?
Mr. Chairman, I can report that a preliminary count indicates the presence of a quorum of the meeting being one or more shareholders entitled to vote and present in person or by proxy or corporate representative, representing not less than one-third of the outstanding shares carrying the right to vote. I am in the process of completing a count of all shareholders present in person or by proxy and will render an exact report at the end of the meeting.
Since one or more shareholders of record holding not less than one-third of the outstanding shares carrying the right to vote are present in person or by proxy, I declare that a quorum is present. I propose with your consent that the meeting for convening this meeting be taken as read. Since there is no objection, the notice for convening this meeting is now taken as read. The first item of business today is as a special resolution, the company to adopt the third Amended and Restated Memorandum and Articles of Association in the form attached to the notice of meeting and proxy statement delivered to shareholders and dated August 21st, 2026, in substitution for and to the exclusion of the company's existing Amended and Restated Memorandum and Articles of Association with immediate effect from the date of passing this resolution in order to reflect the following.
A, the amendment of the approval threshold for the passing of ordinary resolutions of the company by way of written resolution, such that a written resolution of the members shall be passed as an ordinary resolution if it is signed by or on behalf of members representing a majority of the total voting rights of all the members who would be entitled to vote on that resolution, in substitution for the existing requirement that such written resolutions be signed by all members entitled to vote so as to permit ordinary resolutions to be passed in writing by the requisite majority rather than unanimously. B, provide for an exclusive jurisdiction for dispute resolution in respect of certain Cayman law and internal affair claims subject to carve out set out therein against the company. This is referred to as Proposal One.
This proposal will be proposed as a special resolution so that the special resolution will be passed if approved by a majority of not less than two-thirds of the votes cast by the shareholders present and voting in person or by proxy at this meeting. Is there any question on this proposal? Since there are no further questions, I now propose the special resolution as follows.
It is hereby resolved as a special resolution that, one, the third Amended and Restated Memorandum and Articles of Association of the company as set forth in Appendix A be adopted as the Memorandum and Articles of Association of the company in substitution for and to the exclusion of the existing Amended and Restated Memorandum and Articles of Association of the company in its entirety with immediate effect to reflect the adoption of provisions permitting ordinary resolutions of the shareholders of the company to be approved by way of written resolutions. Two, provide for an exclusive jurisdiction for dispute resolution in respect of certain Cayman law and internal affair Claims subject to the carve-out set out therein against the company. The second item of business today is by an ordinary resolution that with respect to the method duly approved under these resolutions at the meeting.
A, any one or more directors of the Company B and is hereby authorized to do all such acts and things and execute all such documents which are ancillary to the adoption of the third A&R at M&A and other proposals under the foregoing resolutions in each case, only to the extent duly approved by shareholders and only for administrative or ancillary implementation purposes. Of administrative nature on behalf of the company, including under seal, where applicable, as he, she, they consider necessary, desirable, or expedient to give effect to the foregoing resolutions. B, the registered office service provider of the Company B and is hereby authorized to instruct to make the necessary filings with the Register of Companies of the Cayman Islands in respect of the foregoing resolutions. This is referred to as Proposal Two.
This proposal will be proposed as ordinary resolutions so that the ordinary resolutions will be passed if approved by a majority of the votes cast by shareholders present and voting in person or by proxy at this meeting. Is there any question on this proposal? Since there are no further questions, I now propose the special resolutions as follows. It is hereby resolved as ordinary resolutions that A, any one or more directors of the Company B and is hereby authorized to do all such acts and things and execute all such documents which are ancillary to the adoption of the third Amended and Restated Memorandum and Articles of Association.
Other proposals under the foregoing resolutions, in each case only to the extent duly approved by shareholders and only for administrative or ancillary implementation purposes and of administrative nature on behalf of the company, including under seal, where applicable, as he, she, they consider necessary, desirable or expedient to give effect to the foregoing resolutions. And B, the registered office service provider of Company B and is hereby authorized and instructed to make the necessary filings with the Register of the Cayman Islands in respect of the foregoing resolutions. The third item of business today is the proposal for the chairman to adjourn the actual ordinary general meeting to a later date if necessary. If based upon the tabulated vote at the time of the meeting, there are not sufficient votes to approve the Proposals one and two. This is referred to as Proposal Three.
This proposal will be proposed as an ordinary resolution so that the ordinary resolution will be passed if approved by a majority of the votes cast by the shareholders present and voting in person or by proxy at this meeting. Is there any questions on this proposal? Since there are no further questions, I now propose the ordinary resolution as follows. It is hereby resolved as an ordinary resolution that the chairperson of the extraordinary general meeting be directed to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote if based upon the tabulated vote at the time of the meeting there are not sufficient votes to approve the Proposals one and two. Are there any other matters to be brought before this meeting? If not, I now call for votes for the proposals.
Now, I would like the Inspector of Election to complete her report showing a final count of the ordinary shares represented here today in person and by proxy, and the tally of votes cast in regard to the proposal.
As the Inspector of Election, I hereby report that there are 125,122 Class A ordinary shares and 22,265,000 Class B ordinary shares entitled to vote represented at this meeting, either in person or by proxy or by corporate representative, comprising 68.97% of the outstanding ordinary shares of the company.
In voting for Proposal One referred to earlier, I hereby report that 86,774 Class A ordinary shares and 22,650,000 Class B ordinary shares of the company were voted in favor of Proposal One, and that such number of votes of shares constitutes not less than two-thirds of the votes of the shares of the company entitled to vote at this meeting, which were present in person or by proxy or by corporate representative and were voted.
In voting for Proposal Two referred to earlier, I hereby report that 115,886 Class A ordinary shares and 22,265,000 Class B ordinary shares of the company were voted in favor of Proposal Two, and that such number of votes of shares constitutes not less than the majority of the votes of shares of the company entitled to vote at this meeting, which were present in person or by proxy or by corporate representative and were voted.
For procedural completeness in voting for Proposal Three referred to earlier, I hereby report that 114,977 Class A ordinary shares and 22,265,000 Class B ordinary shares of the company were voted in favor of Proposal Three, and that such number of votes of shares constitutes not less than the majority of the votes of shares of the company entitled to vote at this meeting, which were present in person or by proxy or by corporate representative and were voted.
Thank you, Karen. I declare that all the resolutions as proposed in the notice of this meeting have been approved. Any other business? If there is no objection, as all the business of this meeting has concluded, we will now close the meeting. Hearing no objection, I declare this meeting closed. Thank you.
Thank you for your participation in today's EGM. This does conclude the program. You may now disconnect.