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Pinnacle Food Group Ltd

For the period ended Sep 17, 2026. Filed Sep 18, 2026.

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Sep 17, 2026 · Filed Sep 18, 2026

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PFAI$2.80-5.7%Stored close · as of Nov 6, 2026
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Contents

EX-99.1 · Interpretation

Interpretation

  1. (1) In these Articles, unless the context otherwise requires, the words standing in the first column of the following table shall bear the meaning set opposite them respectively in the second column:
Actthe Companies Act (As Revised) of the Cayman Islands;
Articlesthese Articles in their present form or as supplemented or amended or substituted from time to time;
Audit Committeethe audit committee of the Company formed by the Board pursuant to Article 123 hereof, or any successor audit committee;
Auditorthe person or firm for the time being appointed as Auditor of the Company and shall include an individual or partnership;
Board or Directorsthe board of directors of the Company or the directors present at a meeting of directors of the Company at which a quorum is present;
capitalthe share capital from time to time of the Company;
Class A Common Sharesmeans the Class A Common Shares of a nominal or par value of USD$0.00005 each in the capital of the Company having the rights provided for in these Articles
Class B Common Sharesmeans the Class B Common Shares of a nominal or par value of USD$0.00005 each in the capital of the Company having the rights provided for in these Articles;
clear daysin relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;
clearing housea clearing house recognised by the laws of the jurisdiction in which the shares of the Company (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction;
CompanyPINNACLE FOOD GROUP LIMITED;
competent regulatory authoritya competent regulatory authority in the territory where the shares of the Company (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such territory;
debenture and debenture holderinclude debenture stock and debenture stockholder respectively;
Designated Stock Exchangethe Nasdaq Stock Market’s National Market, the New York Stock Exchange, the Toronto Stock Exchange, the TSX Venture Exchange, the NEO Exchange, the Canadian Securities Exchange, the Australian Stock Exchange or another exchange or marketplace approved by the Board;
dollars and $dollars, the legal currency of the United States of America;
electronic communicationa communication sent, transmitted, conveyed and received by wire, by radio, by optical means or by other similar means in any form through any medium;
electronic meetinga general meeting held and conducted wholly and exclusively by virtual attendance and participation by Members and/or proxies by means of electronic facilities;
Exchange Actthe United States Securities Exchange Act of 1934, as amended;
head officesuch office of the Company as the Directors may from time to time determine to be the principal office of the Company;
hybrid meetinga general meeting convened for the (i) physical attendance by Members and/or proxies at the Principal Meeting Place and where applicable, one or more Meeting Locations and (ii) virtual attendance and participation by Members and/or proxies by means of electronic facilities;
Meeting Locationhas the meaning given to it in Article 65A;
Independent Directora director who is an independent director as defined in the applicable rules and regulations of the Designated Stock Exchange;
Membera duly registered holder from time to time of the shares in the capital of the Company and, when two or more persons are so registered as joint holders of shares, means the person whose name stands first in the Register of Members as one of such joint holders or all of such persons, as the context so requires;
Memorandumthe memorandum of association of the Company in their present form or as supplemented, amended or substituted from time to time;
montha calendar month;
Noticewritten notice unless otherwise specifically stated and as further defined in these Articles;
Officethe registered office of the Company for the time being;
ordinary resolutiona resolution shall be an ordinary resolution when it has been passed by a simple majority of votes cast by such Members as, being entitled so to do, vote in person or, in the case of any Member being a corporation, by its duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which Notice has been duly given in accordance with Article 60;
paid-uppaid-up or credited as paid-up;
physical meetinga general meeting held and conducted by physical attendance and participation by Members and/or proxies at the Principal Meeting Place and/or where applicable, one or more Meeting Locations;
Principal Meeting Placeshall have the meaning given to it in Article 60(2);
Registerthe principal register and where applicable, any branch register of Members of the Company to be maintained at such place within or outside the Cayman Islands as the Board shall determine from time to time;
Registration Officein respect of any class of share capital such place as the Board may from time to time determine to keep a branch register of Members in respect of that class of share capital and where (except in cases where the Board otherwise directs) the transfers or other documents of title for such class of share capital are to be lodged for registration and are to be registered;
SECthe United States Securities and Exchange Commission;
Securities Actmean the U.S. Securities Act 1933 as amended, or any similar federal statute and the rules and regulations of the SEC thereunder as the same shall be in effect from time to time;
Sealcommon seal or any one or more duplicate seals of the Company (including a securities seal) for use in the Cayman Islands or in any place outside the Cayman Islands;
Secretaryany person, firm or corporation appointed by the Board to perform any of the duties of secretary of the Company and includes any assistant, deputy, temporary or acting secretary;
Share and sharesa share or shares of any class or series in the share capital of the Company and includes a fraction of a share;
special resolutiona resolution passed by (i) a majority of not less than two-thirds of votes cast by such Members as, being entitled so to do, vote in person or, in the case of such Members as are corporations, by their respective duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which Notice has been duly given in accordance with Article 60; or (ii) a written resolution passed by unanimous consent of all Members entitled to vote;
a special resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required under any provision of these Articles or the Statutes;
Statutesthe Act and every other law of the Legislature of the Cayman Islands for the time being in force applying to or affecting the Company, its Memorandum and/or these Articles;
yeara calendar year.

(2) In these Articles, unless there be something within the subject or context inconsistent with such construction:

(a) words denoting the singular include the plural and vice versa;

(b) words denoting a gender include both genders and the neuter;

(c) words importing persons include companies, associations and bodies of persons whether corporate or not;

(d) the words:

(i) “may” shall be construed as permissive;

(ii) “shall” or “will” shall be construed as imperative;

(e) expressions referring to writing shall, unless the contrary intention appears, be construed as including printing, lithography, email, facsimile, photography and other modes of representing or reproducing words or figures in a legible and non-transitory form or, to the extent permitted by and in accordance with the Statutes and other applicable laws, rules and

regulations, any visible substitute for writing (including an electronic communication), or modes of representing or reproducing words partly in one visible form and partly in another visible form, and including where the representation takes the form of electronic display, or represented by any other substitute or format for storage or transmission for writing or partly one and partly another provided that both the mode of service of the relevant document or Notice and the Member’s election comply with all applicable Statutes, rules and regulations;

(f) any requirement as to delivery under the Articles include delivery in the form of an electronic record (as defined in the Electronic Transactions Act of the Cayman Islands) or an electronic communication;

(g) references to any law, ordinance, statute or statutory provision shall be interpreted as relating to any statutory amendment or re-enactment thereof for the time being in force;

(h) save as aforesaid words and expressions defined in the Statutes shall bear the same meanings in these Articles if not inconsistent with the subject in the context;

(i) references to a document (including, but without limitation, a resolution in writing) being signed or executed include references to it being signed or executed under hand or under seal or by electronic signature or by electronic communication or by any other method and references to a Notice or document include a Notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not;

(j) Sections 8 and 19 of the Electronic Transaction Act of the Cayman Islands, as amended from time to time, shall not apply to these Articles to the extent it imposes obligations or requirements in addition to those set out in these Articles;

(k) the right of a Member to speak at an electronic meeting or a hybrid meeting shall include the right to raise questions or make statements to the chairman of the meeting, verbally or in written form, by means of electronic facilities. Such a right shall be deemed to have been duly exercised if the questions or statements may be heard or seen by all or only some of the persons present at the meeting (or only by the chairman of the meeting) in which event the chairman of the meeting shall relay the questions raised or the statements made verbatim to all persons present at the meeting, either orally or in writing using electronic facilities;

(l) a reference to a meeting shall mean a meeting convened and held in any manner permitted by these Articles and any Member or Director attending and participating at a meeting by means of electronic facilities shall be deemed to be present at that meeting for all purposes of the Statutes and these Articles, and attend, participate, attending, participating, attendance and participation shall be construed accordingly;

(m) references to a person’s participation in the business of a general meeting include without limitation and as relevant the right (including, in the case of a corporation, through a duly authorised representative) to speak or communicate, vote, be represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Statutes or these Articles to be made available at the meeting, and participate and participating in the business of a general meeting shall be construed accordingly;

(n) references to electronic facilities include, without limitation, website addresses, webinars, webcast, video or any form of conference call systems (telephone, video, web or otherwise;

(o) where a Member is a corporation, any reference in these Articles to a Member shall, where the context requires, refer to a duly authorised representative of such Member; and

(p) references to “in the ordinary course of business” and comparable expressions mean the ordinary and usual course of business of the relevant party, consistent in all material respects (including nature and scope) with the prior practice of such party.

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