AGBA Group Holding Ltd
For the period ended Aug 29, 2024. Filed Aug 14, 2024.
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Aug 29, 2024 · Filed Aug 14, 2024
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DEF 14A 1 ea0210875-02.htm PROXY STATEMENT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant | ☒ |
|---|---|
| Filed by a party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
AGBA Tower
68 Johnston Road
Wanchai, Hong Kong SAR
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ONAUGUST 29, 2024
Dear Shareholder:
You are cordially invited to attend the 2024 Annual Meeting of Shareholders of AGBA Group Holding Limited, or the Annual Meeting.
The Annual Meeting will be held:
| At: | 1/F, AGBA Tower, 68 Johnston Road, Wan Chai, Hong Kong |
| On: | August 29, 2024 |
| Time: | 10 a.m. local time |
The Notice of Annual Meeting of Shareholders, the Proxy Statement and the proxy card accompany this letter, will be first mailed to our shareholders on or about August 16, 2024.
The Annual Meeting is being held for the following purposes:
to elect five directors to the Board of Directors to hold office until the 2025 annual meeting of shareholders;
to ratify the appointment of WWC, P.C. (“WWC”) as our independent registered public accounting firm for our fiscal year ending December 31, 2024;
to approve the AGBA Group Holding Limited 2024 Equity Incentive Plan (the “BVI Incentive Plan”), and upon such approval and adoption of the Compensation Plan; and
to consider any other business that may properly come before the meeting or any adjournment or postponement thereof.
Our Board unanimously recommends that you vote “FOR” the election of our Board’s director nominees (Proposal 1), “FOR” the ratification of the appointment of WWC as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal 2), and “FOR” the approval of the BVI Incentive Plan Proposal (Proposal 3).
The Notice of Annual Meeting of Shareholders, the Proxy Statement and the proxy card accompany this letter, will be first mailed to our shareholders of record on our books at the close of business on August 12, 2024, the record date for the 2024 Annual Meeting on or about August 16, 2024. Whether or not you plan to attend, please take the time now to read the Proxy Statement and vote by submitting by mail a paper copy of your proxy or vote instructions, so that your shares are represented at the meeting. You may also revoke your proxy or vote instructions and change your vote at any time prior to the Annual Meeting. Regardless of the number of Company shares you own, your presence in person or by proxy is important for quorum purposes and your vote is important for proper corporate action.
Thank you for your continuing interest in AGBA Group Holding Limited. We look forward to seeing you at the Annual Meeting.
If you have any questions or need assistance voting your shares, please call our proxy solicitor, Advantage Proxy:
Advantage Proxy
P.O. Box 10904
Yakima, WA 98909
Toll Free: (877) 870-8565
Collect: (206) 870-8565
Email: ksmith@advantageproxy.com
Whether or not you plan to attend the 2024 Annual Meeting in person, we urge you to take the time to vote your shares.
By Order of the Board of Directors,
/s/ Robert E. Diamond, Jr.
Robert E. Diamond, Jr.
Chairman of the Board
Hong Kong
AGBA Tower
68 Johnston Road
Wanchai, Hong Kong SAR
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ONAUGUST 29, 2024
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
2024 Annual MEETING TO BE HELD ONAUGUST 29, 2024
Copies of this proxy statement, the form of proxy card and the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 will be mail on or about August 16, 2024.
The board of directors (“Board” or “Board of Directors”) of AGBA Group Holding Limited (“Company,” “we,” “us,” or “our”) is soliciting the enclosed proxy for use at its 2024 Annual meeting of shareholders (the “2024 Annual Meeting”). The 2024 Annual Meeting will be held on August 29, 2024 at 10:00 a.m. local time, at 1/F, AGBA Tower, 68 Johnston Road, Wan Chai, Hong Kong.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.