Southland Holdings, Inc.

APPENDIX A-1

CERTIFICATE OF AMENDMENT

TO THE SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

Southland Holdings, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (as amended, the “DGCL”), hereby certifies as follows:

Article V of the Second Amended and Restated Certificate of Incorporation of the Company is hereby amended and restated in its entirety to read as follows:

“ARTICLE V

BOARD OF DIRECTORS

Section 5.01 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors

Section 5.02 Number. Subject to any rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of directors of the Corporation which shall constitute the entire Board of Directors shall be fixed from time to time in accordance with the by-laws of the Corporation (as the same may be amended from time to time, the “By-Laws”).

Section 5.03 Terms of Office. Subject to any rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, each director shall serve for a term ending on the date of the first annual meeting of stockholders following the annual meeting of stockholders at which such director was elected, provided, that the term of each director shall continue until the election and qualification of his or her successor and be subject to his or her earlier death, disqualification, resignation or removal.

Section 5.04 Newly Created Directorships and Vacancies. Except as otherwise required by law and subject to any rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, any newly created directorships resulting from an increase in the authorized number of directors and any vacancies occurring in the Board of Directors, shall be filled solely by the affirmative votes of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director. A director so elected shall be elected to hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified, or the earlier of such director’s death, resignation, or removal.

Section 5.05 Written Ballot. Unless and except to the extent that the By-Laws shall so require, the election of directors of the Corporation need not be by written ballot.”

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed as of the date set forth below.

Dated: June __, 2025SOUTHLAND HOLDINGS, INC.

By:

President, Chief Executive Officer and Director

APPENDIX A-2

(the “Company”)

AMENDMENT NO. 1

TO

AMENDED AND RESTATED BY-LAWS

Pursuant to Article VIII of the Amended and Restated By-Laws (the “Bylaws”) and Article IX of the Second Amended and Restated Certificate of Incorporation of the Company, the Board of Directors of the Company approved and the holders of at least 662/3% of the voting power of the outstanding voting stock of the Company approved and duly adopted an amendment to the Bylaws as follows:

“Section 3.03 Classes of Directors. [Reserved].”

“Section 3.04 Terms of Office. Each director shall serve for a term ending on the date of the first annual meeting of stockholders following the annual meeting of stockholders at which such director was elected, provided, that the term of each director shall continue until the election and qualification of his or her successor and be subject to his or her earlier death, disqualification, resignation or removal.”

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CERTIFICATION OF AMENDED AND RESTATED BYLAWS

OF

I, Jim Van Horn, certify that I am Secretary of Southland Holdings, Inc., a Delaware corporation (the “Company”), that I am duly authorized to make and deliver this certification and that the attached Amendment No. 1 to the Company’s Amended and Restated Bylaws was approved on April 24, 2025 by the Board of Directors of the Company and duly adopted on _____________, 2025 by the Company’s stockholders.

Dated: _______, 2025

Jim Van Horn

Secretary

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V71097-P32436 For Against Abstain For Against Abstain Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Nominees: 3. Ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. 1. Approve the declassification of our Board of Directors by amending our (1) Second Amended and Restated Certificate of Incorporation and (2) Amended and Restated Bylaws. 2. Election of Class II Directors for a three-year term expiring 2028, or if Proposal 1 is approved, a one-year term expiring 2026. SOUTHLAND HOLDINGS INC The Board of Directors recommends you vote FOR the following proposals: NOTE: Such other business as may properly come before the meeting or any adjournment thereof. 2a. Izzy Martins 2b. Rudy Renda ! ! ! ! ! ! ! ! ! ! ! ! SCAN TO VIEW MATERIALS & VOTEw SOUTHLAND HOLDINGS INC 1100 KUBOTA DR GRAPEVINE, TX 76051 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/SLND2025 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

V71098-P32436 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com. SOUTHLAND HOLDINGS INC ANNUAL MEETING OF STOCKHOLDERS JUNE 13, 2025 9:30 AM CDT THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The stockholder(s) hereby appoint(s) Frank Renda and Jim Van Horn or either of them, as proxies, each with the power to appoint (his/her) substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of SOUTHLAND HOLDINGS INC that the stockholder(s) is/ are entitled to vote at the Annual Meeting of Stockholders to be held virtually at 9:30 AM CDT, on June 13, 2025, at www.virtualshareholdermeeting.com/SLND2025, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side