GCL Global Holdings Ltd

PROXY STATEMENT

The board of directors (the “Board of Directors”) of GCL Global Holdings Ltd (the “Company”) is soliciting proxies for the 2026 extraordinary general meeting (the “Meeting”) of the holders (each a “Shareholder”, and, collectively, the “Shareholders”) of the shares (collectively, the “Ordinary Shares”) of the Company to be held on August 7, 2026, at 9:00 a.m., Singapore time, at 29 Tai Seng Ave., #02-01, Singapore.

Shareholders may also attend the meeting virtually via Zoom conference call athttps://us02web.zoom.us/j/83883101491?pwd=I5CTOo5iLiFWWrGtn11alzoPpauHzV.1

(Meeting ID: 838 8310 1491, Passcode: 0726).

Only holders of Ordinary Shares of the Company of record at the close of business on July 20, 2026 (the “Record Date”) are entitled to attend and vote at the Meeting or at any adjournment thereof. The shareholders entitled to vote and present, in person or by proxy or (in the case of a shareholder being a corporate entity) by its duly authorised representative, representing not less than one-third of the outstanding Ordinary Shares of the Company carrying the right to vote at the Meeting, shall form a quorum.

Any shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on such shareholder’s behalf. A proxy needs not be a shareholder of the Company. Each holder of an Ordinary Share shall be entitled to one (1) vote per share.