Trio Petroleum (TPET) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 21, 2026, to vote on four key proposals, including director election, a reverse stock split, an equity plan amendment, and auditor ratification.

• Stockholders of record as of March 26, 2026, are eligible to vote, with each share entitled to one vote.

• The Board recommends voting in favor of all proposals and outlines procedures for voting by phone, internet, or mail.

Voting matters and shareholder proposals

• Proposal 1: Elect one Class III director (Robin Ross) for a three-year term expiring at the 2029 annual meeting.

• Proposal 2: Approve a reverse stock split at a ratio between 1:2 and 1:10, at the Board's discretion, to maintain NYSE American listing compliance.

• Proposal 3: Amend the 2022 Equity Incentive Plan to increase reserved shares from 2,952,383 to 6,452,383.

• Proposal 4: Ratify Bush & Associates CPA LLC as independent auditor for the fiscal year ending October 31, 2026.

• Stockholders may submit additional proposals for the 2027 annual meeting by specified deadlines.

Board of directors and corporate governance

• The Board consists of five directors divided into three staggered classes; a majority are independent under NYSE American rules.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined responsibilities and independent members.

• The company has adopted a code of business conduct and ethics and insider trading policies.