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 voting power concentrated among a small group of insiders holding 98.68% of total voting rights.

• Meeting will be held virtually, with multiple voting methods available and strong encouragement for prompt proxy submission.

Voting matters and shareholder proposals

• Four main proposals: (1) 1-for-10 share consolidation of Class A shares, (2) adoption of the Third Amended and Restated Memorandum and Articles of Association, (3) approval of the 2026 Equity Incentive Plan, and (4) adjournment if necessary.

• Board unanimously recommends voting “FOR” all proposals.

• Shareholder proposals for the 2026 annual meeting must comply with SEC rules and company bylaws.

Board of directors and corporate governance

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

• Directors may be appointed or removed by board resolution or shareholder vote; no shareholding qualification required.

• Corporate governance policies may be adopted or amended by board resolution.