OFA Group (OFAL) Proxy filing summary

Executive summary

• Extraordinary General Meeting scheduled for May 21, 2026, to address key proposals including share consolidation, amendments to governing documents, and a new equity incentive plan.

• Shareholders of record as of April 16, 2026, are eligible to vote, with significant voting power concentrated among three main shareholders holding 98.68% of total voting rights.

• Voting can be conducted online, by mail, or by phone, with detailed procedures for both record and street name holders.

Voting matters and shareholder proposals

• Proposal 1: Approve a 1-for-10 share consolidation of Class A ordinary shares to help meet Nasdaq minimum bid price requirements.

• Proposal 2: Adopt the Third Amended and Restated Memorandum and Articles of Association to reflect the share consolidation.

• Proposal 3: Approve the 2026 Equity Incentive Plan, enabling grants of various equity and cash-based awards.

• Proposal 4: Adjournment proposal allows the Board to adjourn the meeting if necessary to solicit more proxies.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board consists of directors and officers, with at least the minimum number of independent directors as required by Nasdaq rules.

• Board has authority to appoint, remove, and delegate powers to committees, including audit, compensation, and nominating/governance committees.

• Corporate governance policies may be adopted, amended, or revoked by Board resolution.