White Fiber (WYFI) Proxy filing summary

Executive summary

• Annual meeting set for December 1, 2026, at 9:00 a.m. ET, by live webcast; record date October 6, 2026, with 45,281,436 ordinary shares eligible to vote.

• Shareholders will vote on five director re-elections and ratification of Audit Alliance, LLP for FY2026; the Board recommends FOR both matters.

• Bit Digital holds 59.7% of outstanding ordinary shares and can approve each proposal without support from other shareholders.

Voting matters and shareholder proposals

• Each proposal requires an ordinary resolution, meaning a simple majority of votes cast; abstentions and broker non-votes count toward quorum but not votes cast.

• Quorum requires holders of at least one-third of eligible votes to be present virtually or by proxy; shareholders have one vote per ordinary share.

• Shareholders may vote online, by email, fax, mail, or during the virtual meeting; proxy votes may be revoked before the final vote.

• Rule 14a-8 proposals for the 2027 annual meeting must arrive by June 22, 2027; other proposals or nominations must arrive October 19–November 23, 2027, with Rule 14a-19 notices due October 2, 2027.

Board of directors and corporate governance

• Five nominees—Sam Tabar, Pruitt Hall, Michael Rulf, Ichi Shih, and Jiashu (Bill) Xiong—are proposed for re-election through the next annual general meeting.

• Four of five directors are determined to be independent; the Board meets at least quarterly and held three meetings during FY2025.

• Standing committees are Audit, Compensation, and Nominating and Corporate Governance; each committee reports findings to the full Board.

• A written code of ethics, insider-trading policy, anti-hedging restrictions, and July 2025 clawback policy govern conduct and compensation recovery; no restatements or recoveries had occurred since adoption.