OFA Group (OFAL) Proxy filing summary

Executive summary

• The annual meeting is scheduled for October 5, 2026, with proxy materials distributed on September 25, 2026.

• Shareholders will vote on director re-elections, auditor ratification, share capital changes, and other key proposals.

• Major shareholders, including executives, control nearly 99% of voting power due to Class B shares.

• Voting can be done online, by mail, or by phone, and the meeting will be held virtually.

Voting matters and shareholder proposals

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

• Shareholders will also vote on increasing authorized share capital and related amendments.

• Board recommends voting “For” all proposals.

• Approval thresholds vary: most require a simple majority, while some amendments require two-thirds.

Board of directors and corporate governance

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

• Four directors are deemed independent under Nasdaq rules.

• Board and committees met regularly in fiscal 2026, with full attendance.

• Code of ethics and insider trading policy are in place.