Avax One Technology Ltd

This management proposal requests shareholder approval to amend the Company’s Articles to authorize a reverse stock split of outstanding common shares at a board-determined ratio within a specified range (1-for-2 to 1-for-12), and to grant the Board discretion to decide whether and when to effect the split (no later than December 31, 2026). Management frames the reverse split principally as a tool to facilitate compliance with potential Nasdaq listing requirements by increasing the per-share market price and thereby improving the Company’s listing prospects. The proposal also contemplates the cash-out of fractional shares, proportionate adjustment of equity awards, warrants, and share counts for reporting and accounting purposes, and retains the Board’s right to abandon the split even after approval. The filing explicitly warns shareholders that the split may not increase—and could reduce—long-term shareholder value, may decrease liquidity, and could lead to dilution from subsequent financings; these risk disclosures indicate management's awareness of potential negative market responses and the issuance of additional shares post-split. The Board justifies the request by citing the potential regulatory need to meet Nasdaq thresholds, while noting that it will choose the specific ratio based on trading price/volume, listing considerations, administrative costs, and market conditions. Practically, approval provides the Board with flexibility and speed to act if the Company needs to address listing concerns but also centralizes significant post-approval authority with management, which could be viewed as reducing shareholder control over the timing and magnitude of the split. From a governance perspective, investors should weigh the Board’s rationale (listing maintenance) against the acknowledged risks (dilution, lower liquidity, possible adverse market reaction) and the Company’s recent going-concern disclosures and financing history when assessing whether the potential benefits outweigh the costs. If approved, the Board’s subsequent choice of ratio and implementation timing will materially affect outstanding share counts, per-share metrics, and the economics for retail and institutional holders, making post-approval scrutiny of Board actions critical.

This advisory management proposal requests a non-binding shareholder approval of the Company’s 2025 named executive officer compensation as disclosed in the proxy statement. The measure is standard 'say-on-pay' practice and intends to provide shareholders with an opportunity to endorse or express concerns about executive pay policies and outcomes without creating legal obligations for the Board. Management frames compensation decisions as the result of Board and Compensation Committee deliberations and indicates that the Board will review and consider the advisory vote when making future compensation determinations. The proxy includes detailed compensation tables showing material pay to the CEO and other named executives for 2025, which contextualizes the vote: investors should evaluate pay levels relative to company performance, governance practices, peer norms, and any alignment with long-term shareholder value. Although non-binding, a strong negative vote could prompt the Compensation Committee to revisit pay structures or disclosure; conversely a strong affirmative vote gives the Board more latitude to continue current practices. The company’s processes for setting pay—committee oversight and access to advisors—are described, but shareholders should assess whether those processes and the outcomes adequately address potential conflicts, performance metrics, and pay-for-performance alignment. Given the company's small size and recent operational and financial disclosures (including going-concern language in audit reports), investors should weigh the absolute magnitude and form of pay (cash, equity, one-time awards) against execution risk, retention needs, and dilution risks from additional equity issuance. The Board’s recommendation in favor signals confidence in the design and appropriateness of 2025 compensation but, because the vote is advisory, shareholders must rely on subsequent engagement or future votes to effect change.

Proposal No. 5 is a procedural, management-sponsored catch-all authorizing the proxy holders to vote on any properly presented business not otherwise described in the proxy materials. It does not propose a substantive corporate action but gives the Board-appointed proxies discretion to address unforeseen matters that may arise at the meeting, ensuring the Company can respond to procedural or emergent items without further shareholder action. From a governance standpoint, while commonplace, the authorization centralizes decision-making authority with proxy holders and underscores the importance of informed proxy voting by shareholders who cannot attend. The lack of specificity means shareholders cannot pre-approve particular outcomes, so this proposal should be evaluated primarily on customary practice and trust in Board stewardship rather than on a programmatic policy change. The Board’s recommendation to vote FOR reflects a desire to preserve meeting efficiency and flexibility, but investors with concerns about management discretion may prefer to withhold authority by voting proxies case-by-case or attending in person. Because the Board indicates no additional matters are expected, the practical risk of controversial ad hoc items appears low; nevertheless, this authorization could be used to approve routine procedural matters, ministerial adjournments, or other non-controversial items that facilitate meeting operations. For sophisticated investors, the key consideration is whether the governance framework (independent directors, committee oversight) provides adequate checks on the discretionary exercise of this authorization.