OFA Group (OFAL) Proxy filing summary

Executive summary

• The annual meeting is scheduled for September 2026, with voting available online and by mail or phone.

• Shareholders will vote on ten key proposals, including director elections, auditor ratification, share capital changes, and a major equity line of credit.

• The board recommends voting in favor of all proposals and outlines procedures for proxy voting, quorum, and confidentiality.

Voting matters and shareholder proposals

• Proposals include re-election of six directors, ratification of the auditor, amendments to the memorandum and articles, share consolidations, capital increases, and approval of a $100M equity line of credit.

• Shareholders will also vote on the adjournment of the meeting if necessary and any other business that may arise.

• Each proposal specifies the required majority for approval, with special resolutions needing two-thirds and ordinary resolutions a simple majority.

Board of directors and corporate governance

• The board consists of five directors, with established Audit, Compensation, and Nominating & Corporate Governance Committees.

• Three directors are deemed independent under Nasdaq rules.

• The company has a code of ethics, insider trading policy, and expects directors to attend all board and committee meetings.