Uni-Fuels Shareholders Approve Governance Overhaul at Extraordinary Meeting

Uni-Fuels (NASDAQ:UFG) shareholders approved all three proposals presented at the company’s extraordinary general meeting, including amendments to its governing documents that change the threshold for approving ordinary resolutions through written consent.

Chief Executive Officer and Director Koh Kuan Hwa chaired the meeting, while Anna Chow of Loeb & Loeb served as secretary. The company said proxy materials were mailed beginning Aug. 22, 2026, according to an affidavit presented at the meeting.

As of the record date, Uni-Fuels had 9.815 million Class A ordinary shares and 22.65 million Class B ordinary shares issued and outstanding. Class A shareholders are entitled to one vote per share, while Class B shareholders are entitled to 100 votes per share.

Governance Amendments Approved

The first proposal, which required approval as a special resolution, authorized the adoption of Uni-Fuels’ third Amended and Restated Memorandum and Articles of Association.

The amendments permit ordinary shareholder resolutions to be approved in writing by members representing a majority of the total voting rights of members entitled to vote on the matter. Previously, written ordinary resolutions required signatures from all members entitled to vote.

The amended governing documents also establish exclusive jurisdiction for certain Cayman law and internal-affairs claims involving the company, subject to specified carve-outs.

Koh said the changes were intended to allow ordinary resolutions to be passed in writing “by the requisite majority rather than unanimously.”

Implementation Authority and Adjournment Proposal

Shareholders also approved an ordinary resolution authorizing one or more company directors to take administrative or ancillary actions and execute documents needed to implement the amended memorandum and articles, to the extent approved by shareholders. The company’s registered office service provider was also authorized and instructed to make necessary filings with the Cayman Islands’ Register of Companies.

A third ordinary resolution, which authorized the chairperson to adjourn the extraordinary general meeting if more time were needed to solicit votes for the first two proposals, was also approved. The adjournment authority was presented as a procedural measure if sufficient votes had not been received at the time of the meeting.

Voting Results

Karen Smith of Advantage Proxy, serving as inspector of election, reported that 125,122 Class A ordinary shares and 22.265 million Class B ordinary shares were represented at the meeting in person, by proxy or through a corporate representative. She said those shares represented 68.97% of the company’s outstanding ordinary shares and established a quorum.

  • Proposal One: Smith reported that 86,774 Class A shares and 22.65 million Class B shares voted in favor of the special resolution, exceeding the required two-thirds threshold.
  • Proposal Two: Smith reported that 115,886 Class A shares and 22.265 million Class B shares voted in favor, exceeding the required majority threshold.
  • Proposal Three: Smith reported that 114,977 Class A shares and 22.265 million Class B shares voted in favor, also exceeding the required majority threshold.

Following the inspector’s report, Koh declared that all resolutions in the meeting notice had been approved and closed the extraordinary general meeting. No question-and-answer session was held.

About Uni-Fuels (NASDAQ:UFG)

Uni-Fuels, Inc (NASDAQ: UFG) is an independent developer and marketer of renewable transportation fuels, specializing in biodiesel and renewable diesel. The company sources feedstocks such as soybean oil, used cooking oils and animal fats, converting them through tolling arrangements into fuels that meet ASTM specifications for use in on-road and off-road diesel engines. Uni-Fuels focuses on integrating supply, production and logistics to deliver low-carbon intensity fuels that comply with U.S.