Sui Group Holdings Ltd

This management proposal asks shareholders to approve a statutory conversion that will change the Company's jurisdiction of incorporation from Minnesota to Delaware and to adopt the Delaware Certificate of Incorporation and Delaware Bylaws attached as annexes. Management and the Board argue the move is warranted because Delaware offers a more developed and predictable body of corporate law, experienced courts (including the Court of Chancery), and legal frameworks and precedents that market participants and corporate practitioners generally prefer, which the Board believes aligns with financial markets’ expectations for public companies. The Board states it evaluated potential impacts (including on shareholder rights, dividends, repurchases, and tax/accounting consequences) and concluded there would be no material adverse economic effect on shareholders and no anticipated interruption to trading or SEC/Nasdaq reporting. The Board also notes that certain governance differences (e.g., action by stockholders without a meeting, indemnification, elimination of director liability to the fullest extent permitted by law, and the availability of treasury shares) will change post-conversion and discusses franchise tax implications in Delaware. Management discloses that directors and officers may receive broader indemnification/exculpation rights under Delaware law, which creates a potential personal interest for those insiders but states these were considered by the Board. The proposed conversion is subject to shareholder approval by a majority of outstanding shares and could be delayed or abandoned by the Board if it concludes doing so would be in shareholders’ best interest. The Board recommends a FOR vote, presenting the conversion as a governance and predictability enhancement rather than an operational change, and highlights that the company will remain publicly listed and largely unchanged in business, management, and operations after the conversion.

This advisory (non-binding) management proposal asks shareholders to approve the executive compensation program as disclosed in the proxy statement, commonly called a 'say-on-pay' vote. Management frames the program as designed to attract, motivate, reward and retain senior management to achieve corporate objectives and increase long-term shareholder value, and states the Compensation Committee will continue to review the program. Because the vote is advisory, it will not be binding on the Board, but the Compensation Committee has committed to consider the outcome when making future compensation decisions, which gives shareholders a mechanism to signal approval or concern. The context includes recent grants, employment agreements with multi-year terms and base salaries disclosed in the proxy, and equity awards that materially affect reported compensation; management emphasizes alignment features such as equity-based incentives and vesting schedules. A FOR vote supports management’s approach to pay-for-performance and retention-focused contract terms; an AGAINST vote would be a governance signal to the Compensation Committee that changes may be desired. The Board recommends FOR while acknowledging shareholder input will be considered in future compensation determinations. Given the advisory nature, investors should weigh the vote alongside disclosed pay components, realized pay, performance metrics and potential misalignments discussed in the proxy when forming a view on governance and executive incentives.

This management proposal requests shareholder approval under Nasdaq Listing Rule 5635(c) for the issuance of common stock upon exercise of warrants that were contingently granted to four non-employee directors. The warrants were issued as director compensation/retention grants with vesting schedules over 24 months and five-year expirations, but include a condition that they not be exercisable unless shareholders approve the issuance under Nasdaq rules. Management frames the request as compliance-driven: if the board does not obtain approval, the warrants will be rendered unexercisable and the Company will forgo potential proceeds (up to approximately $4.284 million if all warrants were exercised for cash). The Board argues that equity-based awards to directors are customary, help retain and align independent directors with shareholders, and that failure to approve could discourage board service or new candidate recruitment. The proposal discloses dilutive effects and market-price risks and notes abstentions and broker non-votes consequences for the vote; it also explains potential anti-takeover incidental effects of dilution. The Board recommends FOR to preserve director incentive arrangements and optional future financing through exercises, while acknowledging the potential dilution and economic trade-offs investors must consider when evaluating the proposal.

This management proposal seeks shareholder authorization to allow the meeting to be adjourned or postponed to solicit additional proxies in the event specified proposals do not have sufficient votes at the scheduled meeting. Management presents this as a procedural tool focused on maximizing shareholder participation and facilitating successful outcomes for key proposals, particularly the Delaware Reincorporation. If approved, proxies solicited by the Board may be used to vote to adjourn the meeting, enabling the Company to continue solicitation efforts and potentially reconvene with additional favorable votes; management notes it could adjourn without completing a vote on a particular proposal and then attempt to change prior votes. The proposal is standard in contested or closely contested votes and is intended to give the Board flexibility to pursue additional solicitation rather than definitively losing on a proposal on the meeting date. Investors should consider that approval grants management discretion to extend the solicitation period, which could delay finality and impose additional administrative costs, while potentially increasing the likelihood of approval for business-critical proposals. The Board recommends FOR, arguing the adjournment authority is in shareholders’ interest to allow time to secure adequate votes for substantive measures.