Full Press Release Details
HAOXI HEALTH TECHNOLOGY LTD
(a Cayman Islands exempted company with limited liability)
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting of shareholders (the 2026 Extraordinary Meeting or Meeting ) of Haoxi Health Technology Ltd (the Company ) will be held on June 2, 2026, at 9:30 a.m. Eastern Time (June 2, 2026, at 9:30 p.m., Beijing Time), at Room 801, Tower C, Floor 8, Building 103, Huizhongli, Chaoyang District, Beijing, China.
The registered shareholders and duly appointed proxyholders will be able to attend, participate, and vote at the Meeting or any adjournment thereof in person. Beneficial shareholders who hold their Class A ordinary shares, par value $0.32 each (the Class A Ordinary Shares ), and Class B ordinary shares, par value $0.32 each (the Class B Ordinary Shares , together with Class A Ordinary Shares , the Ordinary Shares ), through a broker, investment dealer, bank, trust corporation, custodian, nominee or other intermediary who have not duly appointed themselves as proxyholder will be able to attend as guests, but will not be able to participate in or vote at the Meeting.
Capitalized terms not otherwise defined here have the meaning given to them in the Company's current amended and restated memorandum and articles of association.
The Meeting and any or all adjournments thereof will be held for the Shareholders to consider and, if thought fit, pass the following proposed resolutions:
1. As an ordinary resolution, that the authorized share capital of the Company be increased from US$384,250,000 divided into (i) 1,200,000,000 Class A Ordinary Shares of US$0.32 par value each and (ii) 781,250 Class B Ordinary Shares of US$0.32 par value each, to US$35,200,000,000,000 divided into (i) 100,000,000,000,000 Class A Ordinary Shares of par value US$0.32 each; and (ii) 10,000,000,000,000 Class B Ordinary Shares of par value US$0.32 each (the Share Capital Increase ).
2. As a special resolution, that subject to and immediately following the Share Capital Increase being effected, the Company adopt the eighth amended and restated memorandum and articles of association (the Eighth Amended M&AA ), in the form attached hereto as Annex A, in substitution for, and to the exclusion of, the Company's existing seventh amended and restated memorandum and articles of association (the Seventh Amended M&AA ), to reflect the Share Capital Increase and the Change of Quorum (as defined in the proxy statement).
3. As an ordinary resolution that:
(a) conditional upon the approval of the Board in its sole discretion, with effect as of the date or dates the Board may determine from time to time (the Effective Date ) and subject to such Effective Date or Effective Dates being within two calendar years of the date of the Extraordinary Meeting:
(i) the authorized, issued, and outstanding Ordinary Shares of the Company be consolidated by consolidating such whole number of Ordinary Shares, within an aggregate cumulative ratio change of not less than 1-for-2 and not more than 1-for-8,000, as the Board may determine in its sole discretion, into one (1) Ordinary Share of the same class, with such consolidated Ordinary Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Ordinary Shares of such class as set out in the Company's then existing memorandum and articles of association (the Share Consolidation ), provided that the Board may implement one or more Share Consolidations pursuant to this authorization and the aggregate cumulative ratio of all such Share Consolidations shall not exceed 1-for-8,000;
(ii) no fractional Ordinary Shares be issued in connection with any Share Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional Ordinary Share upon any Share Consolidation, the total number of Ordinary Shares to be received by such shareholder be rounded up to the next whole Ordinary Share; and
(iii) any change to the Company's authorized share capital in connection with, and as necessary to effect, any Share Consolidation be and is hereby approved, such amendment to be determined by the Board in its sole discretion; and
(b) any one director or officer of the Company be and is hereby authorized, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out and give effect to any Share Consolidation, if and when deemed advisable by the Board in its sole discretion.
4. As a special resolution, that subject to and immediately following any Share Consolidation being effected, the Company adopt a further amended and restated memorandum and articles of association in substitution for, and to the exclusion of, the Company's then existing memorandum and articles of association, with the only amendments being made to reflect the Share Consolidation and as the directors may approve in their absolute discretion without further approval by the shareholders.
5. As an ordinary resolution, the 2026 Extraordinary Meeting be adjourned to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies, if there are not sufficient votes at the time of the 2026 Extraordinary Meeting or adjournment or postponement thereof to approve of the foregoing proposals (the Adjournment , and such proposal, the Adjournment Proposal ).
The foregoing items of business are further described in the proxy statement accompanying this notice. The Board unanimously recommends that the Shareholders vote FOR each item.
As of the date of this Notice of Extraordinary Meeting of Shareholders (the Notice ), we have not received notice of any other matters that may be properly presented at the 2026 Extraordinary Meeting.
The Board has fixed the close of business on May 21, 2026 as the record date (the Record Date ) for determining the shareholders entitled to receive notice of and to vote at the 2026 Extraordinary Meeting or any adjournment thereof. Only holders of Class A Ordinary Shares and Class B Ordinary Shares of the Company on the Record Date are entitled to receive notice of and to vote at the 2026 Extraordinary Meeting or any adjournment thereof.
In addition to mailing the materials, shareholders may also obtain a copy of the proxy materials from the Company's website at http://www.haoximedia.com or by contacting our Investor Relations Department at: ir@haoximedia.com.
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE AND YOU APPOINT THE CHAIR OF THE 2026 EXTRAORDINARY MEETING AS YOUR PROXY, YOUR SHARES WILL BE VOTED FOR ALL OF THE PROPOSALS LISTED ABOVE. IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF WHO YOU WISH TO APPOINT AS YOUR PROXY, THE CHAIR OF THE 2026 EXTRAORDINARY MEETING WILL BE APPOINTED AS YOUR PROXY.
We are providing this notice and the accompanying proxy card to our shareholders in connection with the solicitation of proxies to be voted at the 2026 Extraordinary Meeting and at any adjournments or postponements of the 2026 Extraordinary Meeting.
We cordially invite all holders of Ordinary Shares to attend the 2026 Extraordinary Meeting in a hybrid format. However, holders of Ordinary Shares entitled to attend and vote are entitled to appoint a proxy to attend and vote instead of such holders. A proxy need not be a shareholder of the Company. If you are a holder of Ordinary Shares and whether or not you expect to attend the 2026 Extraordinary Meeting in person, please mark, date, sign and return the enclosed form of proxy as promptly as possible to ensure your representation and the presence of a quorum at the 2026 Extraordinary Meeting. If you send in your form of proxy and then decide to attend the 2026 Extraordinary Meeting to vote your Ordinary Shares in person, you may still do so. Your proxy is revocable in accordance with the
procedures set forth in the notice. Whether or not you plan to attend the 2026 Extraordinary Meeting, we urge you to read this notice carefully and to vote your shares. Your vote is very important. If you are a registered shareholder, please vote your shares as soon as possible by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in street name through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the 2026 Extraordinary Meeting. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals to be considered at the 2026 Extraordinary Meeting.
I want to thank all of our shareholders as we look forward to what we believe will be an exciting future for our business.
| By Order of the Board of Directors, | ||
| / s / Zhen Fan | ||
| Zhen Fan | ||
| Chief Executive Officer and Chairman |
IT IS IMPORTANT THAT YOU VOTE, SIGN AND RETURN
THE ACCOMPANYING PROXY CARD AS SOON AS POSSIBLE
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HAOXI HEALTH TECHNOLOGY LTD
2026 EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 2, 2026
The Board of Directors of Haoxi Health Technology Ltd (the Company ) is soliciting proxies for the extraordinary general meeting of shareholders (the 2026 Extraordinary Meeting ) of the Company to be held on June 2, 2026, at 9:30 a.m. Eastern Time (June 2, 2026, at 9:30 p.m., Beijing Time), at Room 801, Tower C, Floor 8, Building 103, Huizhongli, Chaoyang District, Beijing, China. Only holders of the Class A ordinary shares, par value $0.32 each (the Class A Ordinary Shares ), and Class B ordinary shares, par value $0.32 each (the Class B Ordinary Shares ), of the Company at the close of business on May 21, 2026 (the Record Date ) are entitled to attend and vote at the 2026 Extraordinary Meeting or at any adjournment thereof. The necessary quorum shall be one or more shareholders holding shares that represent not less than one-third of the outstanding shares carrying the right to vote at such general meeting.
Any shareholder entitled to attend and vote at the 2026 Extraordinary Meeting may appoint the Chairman as his/her proxy to attend and vote on behalf of him/her. A proxy need not be a shareholder of the Company. On a vote by way of poll, each Company's Class A Ordinary Shares shall be entitled to one (1) vote on all matters subject to vote at general meetings of the Company. Each Company's Class B Ordinary Shares shall be entitled to thirty (30) votes on all matters subject to vote at general meetings of the Company.
A proxy statement (the Proxy Statement ) describing the matters to be voted upon at the 2026 Extraordinary Meeting along with a proxy card enabling the shareholders to indicate their vote will be mailed on or about May 21, 2026, to all shareholders entitled to vote at the 2026 Extraordinary Meeting. Such Proxy Statement will also be furnished to the U.S. Securities and Exchange Commission, or the SEC, under cover of Form 6-K and will be available on our website at http://www.haoximedia.com on or about May 21, 2026. If you plan to attend the 2026 Extraordinary Meeting and your shares are not registered in your own name, please ask your broker, bank or other nominee that holds your shares to provide you with evidence of your share ownership. Such proof of share ownership will be required to gain admission to the 2026 Extraordinary Meeting.
Whether or not you plan to attend the 2026 Extraordinary Meeting, it is important that your shares be represented and voted at the 2026 Extraordinary Meeting. Accordingly, after reading the Notice and accompanying Proxy Statement, please sign, date, and mail the enclosed proxy card in the envelope provided or vote by telephone or over the Internet in accordance with the instructions on your proxy card. The proxy card must be received by Broadridge Financial Solutions, Inc. no later than 48 hours before the scheduled commencement of the 2026 Extraordinary Meeting to be validly included in the tally of shares voted at the 2026 Extraordinary Meeting. Detailed proxy voting instructions are provided both in the Proxy Statement and on the proxy card.
QUESTIONS AND ANSWERS ABOUT
THE 2026 EXTRAORDINARY MEETING, THE PROXY MATERIALS AND VOTING YOUR SHARES
WHY AM I RECEIVING THESE MATERIALS?
Our Board has delivered the Proxy Materials to you in connection with the solicitation of proxies for use at the 2026 Extraordinary Meeting. As a shareholder, you are invited to attend the 2026 Extraordinary Meeting and are requested to vote on the items of business described in this Proxy Statement.
Our Board is soliciting your vote at the 2026 Extraordinary Meeting. You may vote by proxy as explained in this Proxy Statement. A proxy is your formal legal designation of another person to vote the shares you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card.
WHAT PROPOSALS WILL BE VOTED ON AT THE 2026 EXTRAORDINARY MEETING?
There are seven proposals that will be voted on at the 2026 Extraordinary Meeting:
1. As an ordinary resolution, that the authorized share capital of the Company be increased from US$384,250,000 divided into (i) 1,200,000,000 Class A Ordinary Shares of US$0.32 par value each and (ii) 781,250 Class B Ordinary Shares of US$0.32 par value each, to US$35,200,000,000,000 divided into (i) 100,000,000,000,000 Class A Ordinary Shares of par value US$0.32 each; and (ii) 10,000,000,000,000 Class B Ordinary Shares of par value US$0.32 each (the Share Capital Increase ).
2. As a special resolution, that subject to and immediately following the Share Capital Increase being effected, the Company adopt the eighth amended and restated memorandum and articles of association (the Eighth Amended M&AA ), in the form attached hereto as Annex A, in substitution for, and to the exclusion of, the Company's existing seventh amended and restated memorandum and articles of association (the Seventh Amended M&AA ), to reflect the Share Capital Increase and the Change of Quorum (as defined in the proxy statement).
3. As an ordinary resolution that:
(a) conditional upon the approval of the Board in its sole discretion, with effect as of the date or dates the Board may determine from time to time (the Effective Date ) and subject to such Effective Date or Effective Dates being within two calendar years of the date of the Extraordinary Meeting:
(i) the authorized, issued, and outstanding Ordinary Shares of the Company be consolidated by consolidating such whole number of Ordinary Shares, within an aggregate cumulative ratio change of not less than 1-for-2 and not more than 1-for-8,000, as the Board may determine in its sole discretion, into one (1) Ordinary Share of the same class, with such consolidated Ordinary Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Ordinary Shares of such class as set out in the Company's then existing memorandum and articles of association (the Share Consolidation ), provided that the Board may implement one or more Share Consolidations pursuant to this authorization and the aggregate cumulative ratio of all such Share Consolidations shall not exceed 1-for-8,000;
(ii) no fractional Ordinary Shares be issued in connection with any Share Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional Ordinary Share upon any Share Consolidation, the total number of Ordinary Shares to be received by such shareholder be rounded up to the next whole Ordinary Share; and
(iii) any change to the Company's authorized share capital in connection with, and as necessary to effect, any Share Consolidation be and is hereby approved, such amendment to be determined by the Board in its sole discretion; and
(b) any one director or officer of the Company be and is hereby authorized, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out and give effect to any Share Consolidation, if and when deemed advisable by the Board in its sole discretion.
4. As a special resolution, that subject to and immediately following any Share Consolidation being effected, the Company adopt a further amended and restated memorandum and articles of association in substitution for, and to the exclusion of, the Company's then existing memorandum and articles of association, with the only amendments being made to reflect the Share Consolidation and as the directors may approve in their absolute discretion without further approval by the shareholders.
5. As an ordinary resolution, the 2026 Extraordinary Meeting be adjourned to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies, if there are not sufficient votes at the time of the 2026 Extraordinary Meeting or adjournment or postponement thereof to approve of the foregoing proposals (the Adjournment , and such proposal, the Adjournment Proposal ).
The Board recommends a vote FOR each proposal.
HOW DOES THE BOARD RECOMMEND I VOTE?
Our Board unanimously recommends a vote FOR each proposal from Proposals No. 1 5.
WHAT HAPPENS IF ADDITIONAL MATTERS ARE PRESENTED AT THE 2026 EXTRAORDINARY MEETING?
If any other matters are properly presented for consideration at the 2026 Extraordinary Meeting, including, among other things, consideration of a motion to adjourn or postpone the 2026 Extraordinary Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named as proxy holders will have discretion to vote on those matters in accordance with their best judgment, unless you direct them otherwise in your proxy instructions. We do not currently anticipate that any other matters will be raised at the 2026 Extraordinary Meeting.
WHO CAN VOTE AT THE 2026 EXTRAORDINARY MEETING?
Shareholders of record at the close of business on May 21, 2026, the Record Date, are entitled to vote at the 2026 Extraordinary Meeting.
On the Record Date, 1,904,604 Class A Ordinary Shares (representing 1,904,604 votes) and 317,897 Class B Ordinary Shares (representing 9,536,910 votes) were outstanding and are entitled to vote at the 2026 Extraordinary Meeting. Holders of Class A Ordinary Shares and Class B Ordinary Shares will vote together as a single class on all proposals to be voted on at the 2026 Extraordinary Meeting.
On a vote by way of poll, each Company's Class A Ordinary Shares shall be entitled to one (1) vote on all matters subject to vote at general meetings of the Company. Each Company's Class B Ordinary Shares shall be entitled to thirty (30) votes on all matters subject to vote at general meetings of the Company.
A list of the shareholders of record as of May 21, 2026 will be available for inspection at the 2026 Extraordinary Meeting.
WHAT CONSTITUTES A QUORUM?
The necessary quorum shall be one or more shareholders holding shares that represent not less than one-third of the outstanding shares carrying the right to vote at such general meeting.
If such members are not present in person or by timely and properly submitted proxies to constitute a quorum, the 2026 Extraordinary Meeting may be adjourned to the same time and place seven (7) days later, or to such other time and place as is determined by the Directors. the same time and place seven days later, or to such other time and place as is determined by the Directors. If a quorum is not present within fifteen minutes of the time appointed for the adjourned meeting, then the members present in person or by proxy shall constitute a quorum. Should a meeting be adjourned for more than seven (7) clear days, whether because of a lack of quorum or otherwise, members shall be
given at least seven (7) clear days' notice of the date, time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise, it shall not be necessary to give any notice of the adjournment. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum.
WHAT IS THE DIFFERENCE BETWEEN BEING A SHAREHOLDER OF RECORD AND A BENEFICIAL OWNER HOLDING SHARES IN STREET NAME?
Shareholder of Record: You are a shareholder of record if your shares are registered directly in your name with our transfer agent, Transhare Corporation. The Proxy Materials are sent directly to a shareholder of record.
Beneficial Owner: 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 bank or other nominee is considered the shareholder of record. Your bank or other nominee forwarded the Proxy Materials to you. As the beneficial owner, you have the right to direct your bank or other nominee how to vote your shares by completing a voting instruction form. Because a beneficial owner is not the shareholder of record, you are invited to attend the 2026 Extraordinary Meeting, but you may not vote these shares in person at the 2026 Extraordinary Meeting unless you obtain a legal proxy from the bank or other nominee that holds your shares, giving you the right to vote the shares at the 2026 Extraordinary Meeting.
Shareholders of record can vote their shares in person by attending the 2026 Extraordinary Meeting in person, by telephone or over the Internet at www.proxyvote.com in accordance with the instructions on your proxy card, or by mail, by completing, signing and mailing your proxy card. The proxy card must be received by Broadridge Financial Solutions, Inc. no later than 48 hours before the scheduled commencement of the 2026 Extraordinary Meeting to be validly included in the tally of shares voted at the 2026 Extraordinary Meeting.
If you are a beneficial owner whose Class A Ordinary Shares or Class B Ordinary Shares are held in street name (i.e. through a bank, broker or other nominee), you will receive voting instructions from the institution holding your shares. The methods of voting will depend upon the institution's voting processes, including voting via the telephone or the Internet. Please contact the institution holding your Class A Ordinary Shares or Class B Ordinary Shares for more information.
WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?
It means that your Class A Ordinary Shares or Class B Ordinary Shares are registered differently or you have multiple accounts. Please vote all of these shares separately to ensure all of the shares you hold are voted.
WHAT IF I DO NOT SPECIFY HOW MY SHARES ARE TO BE VOTED?
Shareholders of Record: If you are a shareholder of record and you properly submit your proxy but do not give voting instructions, the persons named as proxies will vote your shares as follows:
- FOR the authorized share capital of the Company be increased from US$384,250,000 divided into (i) 1,200,000,000 Class A Ordinary Shares of US$0.32 par value each and (ii) 781,250 Class B Ordinary Shares of US$0.32 par value each, to US$35,200,000,000,000 divided into (i) 100,000,000,000,000 Class A Ordinary Shares of par value US$0.32 each; and (ii) 10,000,000,000,000 Class B Ordinary Shares of par value US$0.32 each (the Share Capital Increase ). (Proposal No. 1);
- FOR that subject to and immediately following the Share Capital Increase being effected, the Company adopt the eighth amended and restated memorandum and articles of association (the Eighth Amended M&AA ), in the form attached hereto as Annex A, in substitution for, and to the exclusion of, the Company's existing seventh amended and restated memorandum and articles of association (the Seventh Amended M&AA ), to reflect the Share Capital Increase and the Change of Quorum (as defined in the proxy statement) (Proposal No. 2);
(a) conditional upon the approval of the Board in its sole discretion, with effect as of the date or dates the Board may determine from time to time (the Effective Date ) and subject to such Effective Date or Effective Dates being within two calendar years of the date of the Extraordinary Meeting:
(i) the authorized, issued, and outstanding Ordinary Shares of the Company be consolidated by consolidating such whole number of Ordinary Shares, within an aggregate cumulative ratio change of not less than 1-for-2 and not more than 1-for-8,000, as the Board may determine in its sole discretion, into one (1) Ordinary Share of the same class, with such consolidated Ordinary Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Ordinary Shares of such class as set out in the Company's then existing memorandum and articles of association (the Share Consolidation ), provided that the Board may implement one or more Share Consolidations pursuant to this authorization and the aggregate cumulative ratio of all such Share Consolidations shall not exceed 1-for-8,000;
(ii) no fractional Ordinary Shares be issued in connection with any Share Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional Ordinary Share upon any Share Consolidation, the total number of Ordinary Shares to be received by such shareholder be rounded up to the next whole Ordinary Share; and
(iii) any change to the Company's authorized share capital in connection with, and as necessary to effect, any Share Consolidation be and is hereby approved, such amendment to be determined by the Board in its sole discretion; and
(b) any one director or officer of the Company be and is hereby authorized, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out and give effect to any Share Consolidation, if and when deemed advisable by the Board in its sole discretion (Proposal No. 3);
- FOR that subject to and immediately following any Share Consolidation being effected, the Company adopt a further amended and restated memorandum and articles of association in substitution for, and to the exclusion of, the Company's then existing memorandum and articles of association, with the only amendments being made to reflect the Share Consolidation and as the directors may approve in their absolute discretion without further approval by the shareholders (Proposal No. 4);
- FOR that the 2026 Extraordinary Meeting be adjourned to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies, if there are not sufficient votes at the time of the 2026 Extraordinary Meeting or adjournment or postponement thereof to approve of the foregoing proposals (the Adjournment , and such proposal, the Adjournment Proposal ) (Proposal No. 5).
Beneficial Owners: If you are a beneficial owner whose Class A Ordinary Shares or Class B Ordinary Shares are held in street name (i.e. through a bank, broker or other nominee) and you do not give voting instructions to your bank, broker or other nominee, your bank, broker or other nominee may exercise discretionary authority to vote on matters that the NASDAQ ( NASDAQ ) determines to be routine. Your bank, broker or other nominee is not allowed to vote your shares on non-routine matters, and this will result in a broker non-vote on that non-routine matter, but the shares will be counted for purposes of determining whether a quorum exists. The items on the 2026 Extraordinary Meeting agenda that may be considered routine is Proposal No.5 relating to the Adjournment. However, we cannot be certain whether this will be treated as a routine matter since our Proxy Statement is prepared in compliance with the laws of Cayman Islands rather than the rules applicable to domestic U.S. reporting companies. We strongly encourage you to submit your voting instructions and exercise your right to vote as a shareholder.
CAN I CHANGE MY VOTE OR REVOKE MY PROXY?
If you are a shareholder of record, you may revoke your proxy at any time prior to the vote at the 2026 Extraordinary Meeting. If you submitted your proxy by mail, you must file with the Corporate Secretary of the Company a written notice of revocation or deliver, prior to the vote at the 2026 Extraordinary Meeting, a valid, later-dated proxy. Attendance at the 2026 Extraordinary Meeting will not have the effect of revoking a proxy unless you give written notice of revocation to the Corporate Secretary before the proxy is exercised or you vote by written ballot at the 2026 Extraordinary Meeting. If you are a beneficial owner whose Class A Ordinary Shares or Class B Ordinary Shares are held through a bank, broker or other nominee, you may change your vote by submitting new voting instructions to your bank, broker or other nominee, or, if you have obtained a legal proxy from your bank, broker or other nominee giving you the right to vote your shares, by attending the 2026 Extraordinary Meeting and voting in person.
For purposes of submitting your vote, you may change your vote until 11:59 p.m. EST on June 1, 2026. After this deadline, the last vote submitted will be the vote that is counted.
HOW WILL THE PROXIES BE SOLICITED AND WHO WILL BEAR THE COSTS?
We will pay the cost of soliciting proxies for the 2026 Extraordinary Meeting. Proxies may be solicited by our directors, executive officers, and employees, without additional compensation, in person or by mail, courier, telephone, email or facsimile. We may also make arrangements with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of shares held of record by such persons. We may reimburse such brokerage houses and other custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them in connection therewith.
WHO WILL COUNT THE VOTES AND HOW CAN I FIND THE VOTING RESULTS OF THE 2026 EXTRAORDINARY MEETING?
Broadridge Financial Solutions, Inc. will tabulate and certify the votes. We plan to announce preliminary voting results at the 2026 Extraordinary Meeting, and we will report the final results in a Current Report on Form 6-K, which we will file with the SEC shortly after the 2026 Extraordinary Meeting.
WHAT VOTE IS REQUIRED TO APPROVE EACH ITEM?
The affirmative vote of a simple majority of the votes of the shares entitled to vote on the proposal that were cast at the 2026 Extraordinary Meeting is required for Proposal No.1 (the Share Capital Increase Proposal), Proposal No. 3 (the Share Consolidation Proposal), and Proposal No. 5 (the Adjournment Proposal).
The affirmative vote of a majority of not less than two-thirds of the votes of the shares entitled to vote on the proposal that were cast at the 2026 Extraordinary Meeting is required for Proposal No.2 (the Amendment to the Seventh Amended M&A Proposal), and Proposal No. 4 (the Further Amendment to the M&A Proposal).
WHAT ARE ABSTENTIONS AND BROKER NON-VOTES AND HOW WILL THEY BE TREATED?
An abstention occurs when a shareholder chooses to abstain or refrain from voting their shares on one or more matters presented for a vote. For the purpose of determining the presence of a quorum, abstentions are counted as present.
Abstentions will have no effect on the outcome of any proposal.