TREASURE GLOBAL INC
For the period ended Nov 24, 2025. Filed Nov 14, 2025.
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Nov 24, 2025 · Filed Nov 14, 2025
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Contents
EXHIBIT A — REVERSE STOCK SPLIT CERTIFICATE OF AMENDMENT
Exhibit A
Reverse Stock Split Certificate of Amendment
AMENDMENT TO CERTIFICATE OF INCORPORATION
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
(Pursuant to Section 242 of the General Corporation Law of the State of Delaware)
Treasure Global Inc, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
FIRST: That at a meeting of the Board of Directors of Treasure Global Inc resolutions were duly adopted setting forth a proposed amendments of the Certificate of Incorporation of said corporation (the “Certificate of Incorporation”), declaring said amendments to be advisable. The resolution setting forth the proposed amendment is as follows:
“RESOLVED, that the Certificate of Incorporation of this corporation be amended by adding the following to Article IV:
Reverse Stock Split 1. Effective as of 12:01 a.m. Eastern Time on ________ (the “Effective Time”), each ____ shares of the Corporation’s Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the Corporation or the respective holders thereof, be combined and converted into one share of Common Stock without increasing or decreasing the par value of each share of Common Stock (the “Reverse Stock Split”). No fractional shares of Common Stock shall be issued as a result of the Reverse Stock Split and shall be rounded up to a whole share. The Reverse Stock Split shall occur whether or not the certificates representing such shares of Common Stock are surrendered to the Corporation or its transfer agent. Each certificate or book entry position that immediately prior to the Effective Time represented shares of Common Stock shall thereafter represent the number of shares of Common Stock into which the shares of Common Stock represented by such certificate or book entry position has been combined, subject to the elimination of fractional interests set forth above.”
SECOND: That thereafter, the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action approved of the proposed amendment by written consent pursuant to Section 228 of the General Corporation Law of the State of Delaware.
THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
1 The Board of Directors has the discretion to file the Certificate of Amendment with the Secretary of State of the state of Delaware without this provision.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed on [•], 2025.
| By: | |
|---|---|
| Name: | Carlson Thow |
| Title: | Chief Executive Officer |
FRONT OF PROXY CARD
This Proxy is Solicited by the Board of Directors of Treasure Global Inc in Connection with the Special Meeting of Stockholders to be held on November 24, 2025.
The undersigned stockholder of the common stock of Treasure Global Inc, a Delaware corporation, hereby acknowledges receipt of the Notice of Special Meeting of Stockholders and Proxy Statement, each dated November 14, 2025, hereby revokes all previous proxies and hereby appoints each of Carlson Thow and Sook Lee Chin proxy andattorney-in-fact, or either of them, as proxies, each with the full power to appoint his substitute, and hereby authorizes them to represent the undersigned at the aforesaid Special Meeting, and at any adjournment or postponement thereof, and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of Treasure Global Inc held of record by the undersigned on November 12, 2025, which the undersigned would be entitled to vote if then and there personally present at the Special Meeting of Stockholders to be held virtually by internet webcast atwww.viewproxy.com/TreasureGlobal/2025, Eastern Time on November 24, 2025, at 9:00 a.m., Eastern Time or and any adjournment or postponement thereof.
This year’s Special Meeting will be held only via the internet and will be a virtual meeting. To register to attend the virtual Special Meeting, please visitwww.viewproxy.com/TreasureGlobal/2025 before 11:59 p.m. EST on November 21, 2025.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO SUCH DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” SPLIT AUTHORIZATION IN PROPOSAL 1 AND FOR PROPOSALS 2 AND IN THE DISCRETION OF THE PROXIES ON OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED, SELF ADDRESSED STAMPED ENVELOPE.
TO VOTE BY INTERNET OR TELEPHONE, SEE REVERSE SIDE OF THIS PROXY CARD.
(Continued and to be signed on the reverse side)
PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held November 24, 2025.
The Proxy Statement to Stockholders and our Annual Report are available at: https://web.viewproxy.com/tgl/2025.
ROXY TREASURE GLOBAL INC SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 24, 2025 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned stockholder of the common stock of Treasure Global Inc, a Delaware corporation, hereby acknowledges receipt of the Notice of Special Meeting of Stockholders and Proxy Statement, hereby revokes all previous proxies and hereby appoints Carlson Thow and See Wah “Sylvia” Chan, and each of them (with the power of substitution), as proxies, and hereby authorizes them to represent the undersigned at the Special Meeting, and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of Treasure Global Inc held of record by the undersigned on the Record Date, which the undersigned would be entitled to vote if then and there personally present at the Special Meeting of Stockholders of Treasure Global Inc to be held virtually via live webcast at https://web.viewproxy.com/tgl/2025 on November 24, 2025 at 9:00 a.m. Eastern Time or any adjournment or postponement thereof. The Special Meeting will be held only via the internet and will be a virtual meeting. This proxy, when properly executed, will be voted as directed herein. If no direction is made, this proxy will be voted “FOR” Proposals 1 and 2. The proxies named above also will vote in their discretion upon such other business as may properly come before the Special l Meeting or any adjournment thereof, including procedural matters and matters relating to the conduct of the Special Meeting. You are encouraged to specify your choices by marking the appropriate boxes on the reverse side. The proxies cannot vote your shares unless you sign and return this card or vote by telephone or Internet as described below before the Special Meeting. Voting by telephone or Internet eliminates the need to return this proxy card. Your vote authorizes the proxies named above to vote your shares to the same extent as if you had marked, signed, dated, and returned the proxy card. Before voting, read the proxy statement and proxy voting instructions. Thank you for voting. PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. _ (Continued and to be marked, dated, and signed on the other side) Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held November 24, 2025: The Proxy Statement Report is available at: https://web.viewproxy.com/tgl/2025
The Board of Directors recommends a vote “FOR” Proposals 1 and 2. Proposal 1. To approve an amendment to the Company’s Certificate of Incorporation authorizing the Board, without further stockholder approval, to effect a reverse stock split of the Company’s Common Stock, to set the timing of a stock split, or to refrain from taking such action, at a ratio of one-to-twenty (1-for-20) (the “Reverse Split”), to maintain compliance with Nasdaq Listing Rule 5550(a)(2) (the “Split Authorization”) (Proposal 1); FOR AGAINST ABSTAIN DO NOT PRINT IN THIS AREA (Stockholder Name & Address Data) Please indicate if you plan to attend this meeting Address Change/Comments: (If you noted any Address Changes and/or Comments above, please mark box.) CONTROL NUMBER Please mark your votes like this☒ Proposal 2. To approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies (the “Adjournment Proposal”) (Proposal 2). FOR AGAINST ABSTAIN To transact such other business as may properly come before the meeting. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the special meeting or any adjournment thereof, including procedural matters and matters relating to the conduct of the special meeting. Date Signature Signature (Joint Owners) Note: Please sign exactly as your name or names appear on this card. Joint owners should each sign personally. If signing as a fiduciary or attorney, please give your exact title. PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. CONTROL NUMBER PROXY VOTING INSTRUCTIONS Please have your 11-digit control number ready when voting by Internet or Telephone. INTERNET Vote Your Proxy on the Internet: Go to www.aalvote.com/TGL Have your proxy card available when you access the above website. Follow the prompts to vote your shares. TELEPHONE Vote Your Proxy by Phone: Call 1-(866)-804-9616 Use any touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your shares. MAIL Vote Your Proxy by Mail: Mark, sign, and date your proxy card, then detach it, and return it in the postage-paid envelope provided.
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