Pop Culture Group Co., Ltd

PROXY STATEMENT

The board of directors (the “Board of Directors”) of Pop Culture Group Co., Ltd (the “Company”) is soliciting proxies for the extraordinary general meeting of shareholders (the “Meeting”) of the Company to be held on October 22, 2026, at 9:30 A.M., Eastern Time (October 22, 2026, at 9:30 P.M., local time) at Room 1207-08, No. 2488 Huandao East Road, Huli District, Xiamen City, Fujian Province, The People’s Republic of China.

Registered shareholders and duly appointed proxyholders of Class A Ordinary Shares and Class B Ordinary Shares will be able to attend, participate, and vote at the Meeting. Registered shareholders and duly appointed proxyholders of Class C Ordinary Shares will be able to attend and participate at the Meeting. Beneficial shareholders who hold their Class A Ordinary Shares and/or Class B Ordinary Shares through a broker, investment dealer, bank, trust corporation, custodian, nominee, or other intermediary who have not duly appointed themselves as proxyholders will be able to attend as guest, but will not be able to participate in or vote at the Meeting.

Holders of the Class A, Class B and Class C Ordinary Shares of the Company of record at the close of business on October 5, 2026 (the “Record Date”) are entitled to receive notice of and to attend the Meeting or any adjournment thereof. Only holders of Class A and Class B Ordinary Shares of the Company of record on the Record Date are entitled to vote at the Meeting. As of the Record Date, there were 1,637,443 Class A Ordinary Shares, 70,510 Class B Ordinary Shares and 0 Class C Ordinary Shares outstanding. Each holder of the Company’s Class A Ordinary Shares shall be entitled to one vote in respect of each Class A Ordinary Share held by such holder on the Record Date and each holder of the Company’s Class B Ordinary Shares shall be entitled to 100 votes in respect of each Class B Ordinary Share held by such holder on the Record Date.

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.