proxy statement for the EGM and the Class B Meeting and the notice convening the EGM and the Class B Meeting (the Proxy Statement and Notice of Meeting) and the proxy card in connection with the EGM and the Class B Meeting (the Proxy Card) have been previously provided to and reviewed and considered in detail by the Directors. |
| 4.3 | IT IS FURTHER NOTED THAT pursuant to Article 10.16 of the Existing M&A, the Board may determine that the members entitled to receive notice of, attend and vote at a meeting are those persons entered on the register of members at the close of business on a day determined by the Board. It is proposed for the purposes of the proposed EGM and the Class B Meeting, such date shall be set as of the close of business on 27 May 2026 (the Record Date). |
| (a) | the Board hereby approves all resolutions to be brought for a vote at the EGM and the Class B Meeting as set out in the Proxy Statement and Notice of Meeting; |
| (b) | the Record Date be set as on 27 May 2026 for the purposes of the proposed EGM and Class B Meeting; |
| (c) | the EGM and the Class B Meeting be convened in accordance with the Proxy Statement and Notice of Meeting for the purpose of considering, and if thought fit, passing the ordinary resolutions and the special resolutions of the Company and the holders of the Class B Ordinary Shares as set out in the Proxy Statement and Notice of Meeting and the Board hereby unanimously recommends that the shareholders and the holders of the Class B Ordinary Shares vote “FOR” for each resolution as set forth in the Proxy Statement and Notice of Meeting; |
| (d) | shareholders of each voting share of record as of close of business on the Record Date shall be entitled to attend and vote on all matters presented at the EGM and the Class B Meeting in accordance with the Existing M&A; |
| (e) | any Director and/or officer of the Company be authorized for and on behalf of the Company to sign, issue and arrange for delivery of the Proxy Statement and Notice of Meeting and the Proxy Card to every member of the Company having the right to attend and vote at the EGM and the Class B Meeting based on the Record Date (and to make any amendments to the form of the Proxy Statement and Notice of Meeting and the Proxy Card as he, in his absolute discretion, considers necessary or desirable) in accordance with the Existing M&A; and |
| (f) | any Director and/or officer of the Company be authorized and directed, by and on behalf of the Company, to execute and deliver, or to cause to be executed and delivered all such other agreements, instruments, certificates and other documents and undertakings, including any amendments, modifications, supplements, extensions and/or replacements thereto or thereof; to make, or cause to be made, all such payments, filings and registrations; to obtain, or cause to be obtained, all such consents, waivers and approvals; and to do and perform, or cause to be done and performed, all such other actions, as any such Director and/or officer may deem necessary, desirable or appropriate, to convene and conduct the EGM and the Class B Meeting and any other transactions contemplated by these resolutions. |
| 5.1 | IT IS RESOLVED THAT, in connection with or to carry out the actions contemplated by the foregoing resolutions, any Director, officer or (if applicable) any attorney or duly authorized signatory of the Company (any such person being an Attorney or Authorized Signatory respectively) be, and such other persons as are authorized by any of them be, and each hereby is, authorized, in the name and on behalf of the Company, to do such further acts and things as any Director or officer or Attorney or Authorised Signatory or such duly authorized other person shall deem necessary or appropriate, including to do and perform (or cause to be done and performed), in the name and on behalf of the Company, all such acts and to sign, make, execute, deliver, issue or file (or cause to be signed, made, executed, delivered, issued or filed) with any person including any governmental authority or agency, all such agreements, documents, instruments, certificates, consents or waivers and all amendments to any such agreements, documents, instruments, certificates, consents or waivers and to pay, or cause to be paid, all such payments, as any of them may deem necessary or advisable in order to carry out the intent of the foregoing resolutions, the authority for the doing of any such acts and things and the signing, making, execution, delivery, issue and filing of such of the foregoing to be conclusively evidenced thereby. |
| 6.1 | IT IS RESOLVED THAT any and all actions heretofore or hereafter taken by any of the Directors or officer or Attorney or Authorised Signatory or such duly authorized other person in accordance with the foregoing resolutions or in furtherance of the purpose and intent thereof, and the taking of any other action described in or relating to any matter described in the preliminary statements to these resolutions, are hereby reaffirmed and ratified and approved in all respects. |
