🧾 What This Document Is

This is a Notice of Extraordinary General Meeting (EGM) and accompanying proxy statement filed with the SEC. Think of it as a formal "mandatory invite" to Diginex shareholders. The company needs their approval for some major corporate changes. The meeting will happen virtually on April 13, 2026, at 10 a.m. Eastern Time.

👉 Why it matters: Shareholders get to vote on changes that directly affect their ownership and the company's structure. Your vote as a shareholder is your voice.

🏢 What The Company Does

In simple terms, Diginex Limited (DGNX) is a technology company focused on providing environmental, social, and governance (ESG) solutions. They help other businesses track and report on their sustainability and compliance data.

👉 Why it matters: This is a company operating in a growing field, and the changes they're proposing are about tidying up their corporate foundation to potentially support future growth.

🔄 The Main Event: Share Consolidation

The core proposal is a reverse stock split, but on paper. Shareholders are being asked to approve:

• 8-for-1 Share Consolidation: Every 8 existing shares you own will be turned into 1 new share.
• Par Value Increase: The par value (an accounting figure) per share will go from $0.00005 to $0.0004.
• Authorized Shares: The total number of allowed shares will be reduced, but after the consolidation, the company will have 495 million ordinary shares and 5 million preferred shares authorized.

👉 Why it matters: This is often done to increase the per-share price, which can make a stock look more attractive to certain institutional investors and improve its standing on exchanges like Nasdaq. It doesn't change the company's underlying value or your proportional ownership.

📜 Amending the Rulebook (Memorandum & Articles)

Subject to the share consolidation passing, shareholders must also vote on Proposal 2. This is to adopt a completely new, updated set of the company's constitutional documents (the "Second Amended and Restated Memorandum and Articles of Association").

👉 Why it matters: This new rulebook will reflect the new share structure and likely includes modern governance and administrative updates. It's the necessary legal step to make the share changes official.

🗳️ Meeting Logistics & Voting Details

• Record Date: Only shareholders on the books by March 27, 2026, can vote.
• Quorum Needed: Shareholders holding at least 1/3 of voting shares must be present.
• Vote Requirements:
  • The Share Change & Adjournment proposals need a simple majority (over 50%).
  • The new M&AA rulebook needs a super-majority (at least 66.7%).
• How to Vote: You can vote online at www.cstproxyvote.com or by mail. The meeting is listen-only via phone; no questions will be answered live.

👥 The Board's Stance & Other Details

The Board of Directors unanimously recommends voting "FOR" all three proposals. They believe these changes are in the company's best interest.

• Proposal 3 (Adjournment) is a standard procedural proposal that allows the meeting to be postponed if more time is needed to get votes passed.
• There are no new interests for officers or directors in these matters beyond what's already public.
• Shareholders do not have appraisal rights (the right to demand a cash payout) in connection with these votes.

⚖️ Big Picture: Strengths & Risks

• 👍 Potential Strength: A higher share price from consolidation can improve market perception and liquidity. Updating governance documents is good corporate hygiene.
• ⚠️ Potential Risk: Reverse splits are sometimes seen as a red flag, as they can be associated with struggling stock prices. The changes don't inherently solve business challenges.

🧠 The Analogy

Think of this like a renovation of a large apartment building. The owners (shareholders) are being asked to vote on two things: 1) Re-numbering the apartments so there are fewer, but larger, unit numbers (share consolidation), and 2) Updating the entire building's bylaws to match the new numbering and current standards (M&AA amendment). Your stake in the building's value doesn't change, but the paperwork and presentation are being cleaned up.

📇 Key Contacts & People

• Company Contact for Questions: [email protected] or call (917) 262-2373.
• Chairman: Miles Pelham (signed the notice).
• Meeting Access:
  • U.S./Canada: 1-800-450-7155 (toll-free)
  • International: +1-857-999-9155 (standard rates apply)
  • Conference ID: 6468308#

🧩 Final Takeaway

Diginex is holding a crucial shareholder vote to approve an 8-for-1 reverse stock split and adopt updated corporate rules. The board strongly supports it, framing it as a necessary cleanup for the company's future. Shareholders must vote by April 13, 2026.