Onfolio Holdings (ONFO) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on August 6, 2026, with shareholders voting on five key proposals, including director elections, auditor ratification, an equity facility, an authorized share increase, and potential adjournments.

• Proxy materials are primarily distributed online to expedite delivery, reduce costs, and conserve resources, with options for shareholders to request paper copies.

• The Board recommends voting “FOR” all proposals and nominees, emphasizing their alignment with shareholder interests.

Voting matters and shareholder proposals

• Shareholders will vote to elect four directors, ratify Astra Audit & Advisory as auditor, approve issuance of over 19.99% of shares under an equity facility, increase authorized common stock to 600 million shares, and allow adjournments if needed.

• The equity facility allows up to $100 million in new shares, with 25% of proceeds allocated to cryptocurrency reserves and 75% for working capital.

• Approval of the share increase is required to comply with the equity facility and provide flexibility for future corporate needs.

• Shareholder proposals for the 2027 meeting must be submitted by April 8, 2027.

Board of directors and corporate governance

• The Board consists of four directors, three of whom are independent; Dominic Wells serves as CEO and Chair.

• Committees include Audit, Compensation, and Nominating & Corporate Governance, all compliant with Nasdaq independence standards.

• The Board values diversity, leadership, and ethics in director nominations and encourages shareholder recommendations.

• No family relationships exist among directors or executive officers.