Full Press Release Details
Holdings (Cayman) Limited
in the Cayman Islands with limited liability)
of Annual General Meeting of Shareholders
Be Held on May 14, 2026, at 9:00 p.m., local time
IS HEREBY GIVEN THAT the annual general meeting (the "Meeting" or "AGM") of the shareholders
of Cuprina Holdings (Cayman) Limited (the "Company") will be held at Blk 1090 Lower Delta Road #06-08, Singapore 169201,
and via live webcast, on May 14, 2026, at 9:00 p.m., local time (i.e., 9 a.m. May 14, 2026 E.T.). Eligible shareholders,
directors, as well as duly appointed proxyholders will be able to attend, participate and vote at the Meeting. To register for
the virtual meeting please register in advance at https://meeting.vstocktransfer.com/CUPRINAMAY26.
purpose of the Meeting is as follows:
| 1. | Proposal 1: To consider and approve the appointment of J&S Associate PLT as auditors of the Company for the fiscal year ending December 31, 2025, and to authorise the audit committee of the Company to fix the remuneration of the auditors (the " Auditor Appointment Proposal "). |
| 2. | Proposal 2: To consider and approve the re-election of the following persons as Directors of the Company, pursuant to the Company's Amended and Restated Memorandum and Articles of Association currently in effect (the "Existing M&A ") (the " Election Proposals "). |
| a. | David Quek Yong Qi be re-elected as a director of the Company to hold office until the next annual general meeting or until his successor is duly elected and qualified, subject to earlier death, resignation, or removal; | |
| b. | Teo Peng Kwang be re-elected as a non-executive director of the Company to hold office until the next annual general meeting or until his successor is duly elected and qualified, subject to earlier death, resignation, or removal; | |
| c. | Jimmy Lee Peng Siew be re-elected as a director of the Company to hold office until the next annual general meeting or until his successor is duly elected and qualified, subject to earlier death, resignation, or removal; | |
| d. | Koh Pee Keat be re-elected as a director of the Company to hold office until the next annual general meeting or until his successor is duly elected and qualified, subject to earlier death, resignation, or removal; | |
| e. | Ng Wei Chean be re-elected as a director of the Company to hold office until the next annual general meeting or until his successor is duly elected and qualified, subject to earlier death, resignation, or removal; and | |
| f. | Natasha Kaur Raina be re-elected as a director of the Company to hold office until the next annual general meeting or until her successor is duly elected and qualified, subject to earlier death, resignation, or removal. |
| i. | 7,365,000 issued Class A Ordinary Shares of a nominal or par value of US$0.001 each, held by the existing shareholders of the Company be consolidated into 920,625 Class A Ordinary Shares of a nominal or par value of US$0.008 each, having the rights and being subject to the restrictions set out in the Existing M | ||
| ii. | 17,635,000 authorised but unissued Class A Ordinary Shares of a nominal or par value of US$0.001 each in the capital of the Company be consolidated into 2,204,375 Class A Ordinary Shares of a nominal or par value of US$0.008 each, having the rights and being subject to the restrictions set out in the Existing M | ||
| iii. | 14,085,000 issued Class B Ordinary Shares of a nominal or par value of US$0.001 each, held by the existing shareholders of the Company be consolidated into 1,760,625 Class B Ordinary Shares of a nominal or par value of US$0.008 each, having the rights and being subject to the restrictions set out in the Existing M and | ||
| iv. | 10,915,000 authorised but unissued Class B Ordinary Shares of a nominal or par value of US$0.001 each in the capital of the Company be consolidated into 1,364,375 Class B Ordinary Shares of a nominal or par value of US$0.008 each, having the rights and being subject to the restrictions set out in the Existing M&A, | ||
| (collectively, (i) to (iv) above, the " Share Consolidation " and the " Share Consolidation Proposal "), | |||
| B. | pursuant to the Share Consolidation, the authorised share capital of the Company will be changed: | ||
| FROM: US$50,000 divided into 50,000,000 Ordinary Shares of nominal or par value of US$0.001 each, comprising 25,000,000 Class A Ordinary Shares of nominal or par value of US$0.001 each and 25,000,000 Class B Ordinary Shares of nominal or par value of US$0.001 each. | |||
| TO: US$50,000 divided into 6,250,000 Ordinary Shares of nominal or par value of US$0.008 each, comprising 3,125,000 Class A Ordinary Shares of nominal or par value of US$0.008 each and 3,125,000 Class B Ordinary Shares of nominal or par value of US$0.008 each. | |||
| C. | all fractional entitlements resulting from the Share Consolidation will not be issued to the shareholders of the Company and the Company is authorised to round up any fractional shares resulting from the Share Consolidation such that each shareholder will be entitled to receive one consolidated share in lieu of any fractional share that would have resulted from the Share Consolidation. | ||
| 4. | Proposal 4: To consider and approve the change in voting rights of holders of Class B Ordinary Shares from 10 votes per Class B Ordinary Share to 100 votes per Class B Ordinary Share (the " Increase of Class B Voting Rights Proposal "). | ||
| 5. | Proposal 5: To consider and approve the authorised share capital of the Company to be increased with effect immediately after the Share Consolidation: FROM: US$50,000 divided into 6,250,000 Ordinary Shares of nominal or par value of US$0.008 each, comprising (a) 3,125,000 Class A Ordinary Shares of nominal or par value of US$0.008 each and (b) 3,125,000 Class B Ordinary Shares of nominal or par value of US$0.008 each. TO: US$100,000 divided into 12,500,000 Ordinary Shares of nominal or par value of US$0.008 each, comprising (a) 6,250,000 Class A Ordinary Shares of nominal or par value of US$0.008 each and (b) 6,250,000 Class B Ordinary Shares of nominal or par value of US$0.008 each (the " Increase of Authorised Share Capital Proposal "). |
| 6. | Proposal 6: To consider and approve that subject to the Share Consolidation Proposal, the Increase of Class B Voting Rights Proposal, and the Increase of Authorised Share Capital Proposal taking effect, the proposed Second Amended and Restated Memorandum and Articles of Association of the Company, the form of which is set forth in Appendix A to the proxy statement, be adopted in its entirety and in substitution for and to the exclusion of the currently effective Amended and Restated Memorandum and Articles of Association of the Company (the " M&A Amendment Proposal "). | |
| 7. | Proposal 7: To consider and approve the Cuprina 2026 Employee Incentive Plan, the form of which is set forth in Appendix B to the proxy statement (the " Equity Incentive Plan Proposal "). | |
| 8. | Proposal 8: To consider and approve the potential issuance, in one or more public or non-public financing transactions (the terms, pricing and method of issuance to be determined by the directors of the Company at a later date), of: | |
| (i) | Ordinary Shares which may result in a change of control under Nasdaq Listing Rules; or | |
| (ii) | 20% or more of the outstanding Class A Ordinary Shares of the Company. | |
| (the " Share Issuance Proposal "). | ||
| 9. | Proposal 9: To consider and approve to direct the chairman of the annual general meeting to adjourn the annual general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the meeting, there are insufficient votes to approve the proposals 1 to 8 above (the " Adjournment Proposal "). |
foregoing items of business are described in the proxy statement accompanying this notice. The Board of Directors unanimously recommends
that the shareholders vote "FOR" for all the items.
Board of Directors has fixed the close of business New York time on April 16, 2026 as the record date (the "Record Date")
for determining the shareholders entitled to receive notice of and to vote at the AGM or any adjourned or postponed meeting thereof.
If you are a registered holder of our Class
A Ordinary Shares and Class B Ordinary Shares (collectively, the "Ordinary Shares") on the Record Date, you are cordially
invited to attend the AGM in person. Your vote is important. If you cannot attend the AGM in person, you are urged to complete, sign,
date and return the accompanying form(s) of proxy (as applicable) by (i) online at http://www.vstocktransfer.com/proxy , (ii) by fax
at 646-536-3179 , (iii) email at vote@vstocktransfer.com , or (iv) by mail by enclosing your Proxy Card in the return envelope provided,
as soon as possible and in any event no later than 8:59 a.m. Eastern Time on May 12, 2026.
If your shares are held in a stock brokerage
account or by a bank or other nominee, you are considered the "beneficial owner" of shares held in "street name,"
and your broker or nominee is considered the "Shareholder of record" with respect to those shares. Your broker or nominee
should be forwarding these proxy materials to you. As the beneficial owner, you have the right to direct your broker, bank, or other
nominee how to vote, and you are also invited to participate in the AGM. However, since you are not the Shareholder
of record, you may not vote these shares in person unless you obtain a legal proxy from your brokerage firm or bank. If a broker, bank,
or other nominee holds your shares, you will receive instructions from them that you must follow in order to have your shares voted.
of record of the Company's Ordinary Shares as of the Record Date are cordially invited to attend the AGM in person. Your vote is
important. If you cannot attend the AGM in person, you are urged to complete, sign, date and return the accompanying proxy form as promptly
as possible. We must receive the proxy form no later than 48 hours before the time of the AGM to ensure your representation at such meeting.
| BY ORDER OF THE BOARD OF DIRECTORS | ||
| Date: April 21, 2026 | ||
| Cuprina Holdings (Cayman) Limited | ||
| By: | /s/ David Quek Yong Qi | |
| David Quek Yong Qi | ||
| Chief Executive Officer and Director |
or not you expect to attend the Annual General Meeting in person, you are urged to complete, sign, date and return the accompanying proxy
form to ensure your representation at such meeting.
your shares are held in street name, your broker, bank, custodian or other nominee holder cannot vote your shares, unless you direct
the nominee holder how to vote by marking your proxy card.
HOLDINGS (CAYMAN) LIMITED
| Page | |
| Proxy Statement | 1 |
| Questions and Answers about the Annual General Meeting | 2 |
| Proposal 1: To Approve the Auditor Appointment Proposal | 5 |
| Proposal 2: To Approve the Election Proposals | 6 |
| Proposal 3: To Approve the Share Consolidation Proposal | 7 |
| Proposal 4: To Approve the Increase of Class B Voting Rights Proposal | 9 |
| Proposal 5: To Approve the Increase of Authorised Share Capital Proposal | 10 |
| Proposal 6: To Approve the M&A Amendment Proposal | 11 |
| Proposal 7: To Approve the Equity Incentive Plan Proposal | 12 |
| Proposal 8: To Approve the Share Issuance Proposal | 13 |
| Proposal 9: To Approve the Adjournment Proposal | 14 |
| Form of Second Amended and Restated Memorandum and Articles of Association of Cuprina Holdings (Cayman) Limited | A-1 |
| Form of Cuprina 2026 Employee Incentive Plan | B-1 |
HOLDINGS (CAYMAN) LIMITED
1090 Lower Delta Road #06-08,
GENERAL MEETING OF SHAREHOLDERS
Be Held on May 14, 2026, at 9:00 p.m., local time
Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the "Board" or the
"Board of Directors") of Cuprina Holdings (Cayman) Limited (the "Company," "we," "us,"
or "our") for the Annual General Meeting of Shareholders on May 14, 2026, at 9:00 p.m., local time (i.e., 9
a.m. May 14, 2026 E.T.) and for any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice
of Annual General Meeting (the "Meeting" or "AGM") of Shareholders. Eligible shareholders, directors,
as well as duly appointed proxyholders will be able to attend, participate and vote at the Meeting. Any shareholder giving such a proxy
has the power to revoke it at any time before it is voted. Written notice of such revocation should be forwarded directly to the Chairman
of the Board of Directors of the Company, at the above stated address. Proxies may be solicited through the mails or direct communication
with certain shareholders or their representatives by Company officers, directors, or employees, who will receive no additional compensation
the enclosed proxy is properly executed and returned, the shares represented thereby will be voted in accordance with the directions
thereon and otherwise in accordance with the judgment of the persons designated as proxies. Any proxy on which no direction is specified
will be voted in favor of the actions described in this Proxy Statement.
Company will bear the entire cost of preparing, assembling, printing and mailing this Proxy Statement, the accompanying proxy form, and
any additional material that may be furnished to shareholders. The date on which this Proxy Statement and the accompanying Proxy Form
will first be mailed or given to the Company's shareholders is on or about May 1, 2026.
have elected to provide access to our proxy materials both by sending you this full set of proxy materials, including the notice of our
Meeting, this Proxy Statement and a proxy card to Shareholders.
vote is important. Whether or not you expect to attend the Meeting in person, you are urged to complete, sign, date and return the
accompanying proxy form as promptly as possible to ensure your representation at such meeting. Shareholders who execute proxies retain
the right to revoke them at any time prior to the voting thereof, and may nevertheless vote online at the Meeting. If you hold your shares
in street name and wish to vote your shares at the Meeting, you should contact your broker, bank, custodian or other nominee holder about
getting a legal proxy appointing you to vote your shares.
AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING
following information regarding the proxy material, Annual General Meeting and voting is presented in a question and answer format.
you sign the enclosed proxy card, you appoint the proxy holder as your representative at the meeting. The proxy holder will vote your
shares as you have instructed in the proxy card, thereby ensuring that your shares will be voted whether or not you attend the meeting.
Even if you plan to attend the meeting, you should complete, sign and return your proxy card in advance of the meeting just in case your
you have signed and returned the proxy card and an issue comes up for a vote at the meeting that is not identified on the card, the proxy
holder will vote your shares, pursuant to your proxy, in accordance with his or her judgment.
Company intends to mail this proxy statement and accompanying proxy card on or about May 1, 2026 to all shareholders entitled
to vote at the Meeting.
of Record: Shares Registered in Your Name
you are a shareholder of record, you may vote online at the Meeting by proxy using the enclosed proxy card.
Owner: Shares Registered in the Name of a Broker, Bank, Custodian or Other Nominee Holder
you received this proxy statement from your broker, bank, custodian or other nominee holder, your broker, bank, custodian or other nominee
holder should have given you instructions for directing how that person or entity should vote your shares. It will then be your broker,
bank, custodian or other nominee holder's responsibility to vote your shares for you in the manner you direct. Please complete,
execute and return the proxy card in the envelope provided by your broker, bank, custodian or other nominee holder promptly.
the rules of various national and regional securities exchanges, brokers generally may vote on routine matters, such as the ratification
of the engagement of an independent public accounting firm, but may not vote on non-routine matters unless they have received voting
instructions from the person for whom they are holding shares. The proposals are non-routine matters and, consequently, your broker,
bank, custodian or other nominee holder will not have discretionary authority to vote your shares on these matters. If your broker, bank,
custodian or other nominee holder does not receive instructions from you on how to vote on this matter, your broker, bank, custodian
or other nominee holder will return the proxy card to us, indicating that he or she does not have the authority to vote on these matters.
This is generally referred to as a "broker non-vote" and may affect the outcome of the voting.
therefore encourage you to provide directions to your broker, bank, custodian or other nominee holder as to how you want your shares
voted on all matters to be brought before the Meeting. You should do this by carefully following the instructions your broker, bank,
custodian or other nominee holder gives you concerning its procedures. This ensures that your shares will be voted at the Meeting.
are also invited to attend the Meeting. However, since you are not the shareholder of record, you may not vote your shares in person
at the meeting unless you request and obtain a valid legal proxy from your broker, bank, custodian or other nominee holder and send that
document, along with a completed voting form indicating your vote prior to the Meeting to vote@vstocktransfer.com.
you hold your shares in the name of your broker, bank, or other fiduciary, you will need to contact that person or entity to revoke your
April 16, 2026, the Record Date, there were 7,365,000 Class A Ordinary Shares and 14,085,000 Class B Ordinary Shares outstanding.
At least one shareholder holding not less than an aggregate of one third of all the votes of all shares in issue and entitled to vote
(i.e. at least 49,405,000 votes) needs to be present in person or by proxy at the Meeting in order to hold the meeting and conduct business.