Reitar Logtech Holdings Ltd

PROPOSAL 1 —Reverse Share Split Proposal

We are asking our shareholders to approve the proposed share consolidation, whereby:

(a) every twenty five (25) issued and unissued class A ordinary shares of a par value US$0.00000005 each (the “Existing Class A Shares”) be consolidated into one (1) class A ordinary share of a par value US$0.00000125 (the “Consolidated Class A Shares”), where such Consolidated Class A Shares shall rank pari passu in all respect with each other and have the same rights and are subject to the same restrictions (save as to par value) as the Existing Class A Shares as set out in the third amended and restated memorandum and articles of association of the Company as adopted by special resolution passed on 16 April 2024 (the “Current Memorandum and Articles”);

(b) every twenty five (25) issued and unissued class B ordinary shares of a par value US$0.00000005 each (the “Existing Class B Shares”) be consolidated into one (1) class B ordinary share of a par value US$0.00000125 (the “Consolidated Class B Shares”), where such Consolidated Class B Shares shall rank pari passu in all respect with each other and have the same rights and are subject to the same restrictions (save as to par value) as the Existing Class B Shares as set out in the Current Memorandum and Articles; and

(c) all fractional entitlements to the issued Consolidated Class A Shares and Consolidated Class B Shares resulting from the Share Consolidation will not be issued to the shareholders of the Company, and instead, any fractional shares that would have resulted from the Share Consolidation will be rounded up to the next whole number,

such that the authorised share capital of the Company shall become US$50,000 divided into 36,000,000,000 class A ordinary shares of a par value US$0.00000125 each and 4,000,000,000 class B ordinary shares of a par value US$0.00000125 each.

The approval for the Share Consolidation requires the affirmative vote of a simple majority of the votes attached to the ordinary shares cast by those shareholders entitled to vote who are present in person or by proxy at the EGM.

The Board of Directors recommends a vote FOR the approval for the Share Consolidation.