TMD Energy Ltd

Potential Effects

If shareholders approve this proposal, subject to the Share Redesignation taking effect, the Second Amended M&A will become effective upon the passing of the special resolution approving and adopting of the Second Amended M&A at the Annual General Meeting.

This Proposal requires affirmative (“FOR”) vote of at least two-thirds of the votes cast by shareholders present in person or represented by proxy and entitled to vote at the Annual General Meeting. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this proposal. Abstentions or broker non-votes, if any, will not be counted as votes cast and will have no effect on the outcome of this proposal, although they will be counted for purposes of determining whether a quorum is present.