🧾 What This Document Is

This is a Notice of an Extraordinary General Meeting (EGM) for shareholders of Hotel101 Global Holdings Corp. (HBNB). Think of it as an urgent, special meeting to vote on major changes to the company's fundamental rules—its "corporate DNA." The meeting is virtual and scheduled for April 22, 2026, at 8:00 a.m. New York time.

👉 Why it matters: This isn't a routine quarterly report. The proposals, if passed, will fundamentally alter shareholder rights and give the company's board much more flexibility. It's a signal the company is preparing for significant strategic moves.

🏢 What The Company Does

In simple terms, Hotel101 Global Holdings Corp. is an investment company incorporated in the Cayman Islands and listed on the Nasdaq stock exchange. Based on its name and the business objects listed in its charter, it appears to be focused on the global hospitality and real estate sector, with broad powers to invest in, manage, and develop properties and related businesses.

👉 Its business model involves holding and operating investments, which could include hotels, real estate, and financial instruments.

📋 The 5 Key Proposals on the Table

Shareholders are being asked to vote on five interconnected proposals. The Board recommends voting "FOR" on all of them.

Proposal 1: The Share Redesignation This is a housekeeping change to simplify the share structure. It proposes to rename all existing Class A Ordinary Shares simply as Ordinary Shares. The rights of these shares will not change.

Proposal 2: Create a New "Super Share" Class This is the big one. It proposes to:

1. Increase the total authorized share capital from $50,000 to $100,050,000.
2. Create a brand new class of shares called Preferred Shares (100,000,000 shares authorized). The Board will have the power to decide the special rights (like voting, dividends, liquidation priority) for each series of these Preferred Shares.

Proposal 3: Give the Board a Blank Check for Preferred Shares This proposal delegates sole and absolute authority to the Board to issue the new Preferred Shares and define all their rights without needing further shareholder approval. This is a significant power shift.

Proposal 4: General Authorization This is a procedural approval allowing designated company officers to sign all necessary documents to execute the above changes and ensure legal compliance.

Proposal 5: Adopt New Corporate "Rulebook" This final proposal, which requires a higher vote threshold (two-thirds majority), would adopt a completely new Second Amended and Restated Memorandum and Articles of Association. This new rulebook bakes in all the changes from Proposals 1-4 and makes other major changes, including:

• Removing the requirement for an Annual General Meeting.
• Removing the requirement to report financials at that meeting.
• Removing the shareholder power to set the maximum number of directors.
• Making the annual audit optional (subject to Nasdaq rules).
• Allowing the company to notify shareholders by posting on its website.

🚀 Why The Company Wants This Power

The Board is seeking unprecedented flexibility. By creating Preferred Shares and getting the authority to define their terms unilaterally, the company can craft unique securities to:

• Raise capital from specific investors without diluting voting control as much as common shares would.
• Fund acquisitions or projects by offering attractive, customized terms.
• Reward key people or partners with special economic rights.

👉 The trade-off: Shareholders are being asked to give up significant oversight and routine protections (like mandatory annual meetings) in exchange for the board having the tools to act swiftly on the company's behalf.

⚖️ Big Picture: Strengths & Risks

👍 Potential Strengths (Why a shareholder might vote FOR):

• Strategic Agility: The board can act quickly on deals or financing opportunities.
• Attracting Capital: Custom Preferred Shares can be a powerful tool to lure in strategic investors.
• Operational Efficiency: Removing mandatory meetings and audits (if rules allow) reduces administrative cost and burden.

⚠️ Key Risks & Concerns (Why a shareholder might vote AGAINST):

• Massive Dilution Risk: The authorized Preferred Share pool is huge. Issuing them could massively dilute existing ordinary shareholders' ownership and economic interest.
• Loss of Shareholder Rights: The removal of the annual meeting and the delegation of broad powers to the board erode fundamental shareholder oversight and accountability.
• Governance Red Flag: Combining the power to issue a new share class with the power to set all its terms without a vote is a significant concentration of power in the Board.

📅 Key Dates & Logistics

• Record Date: Shareholders eligible to vote are those on the books as of April 6, 2026.
• Meeting Date: April 22, 2026, 8:00 a.m. ET.
• How to Vote: Virtually at https://www.cstproxy.com/hotel101global/2026. Proxies must be submitted by April 21, 2026, at 11:59 p.m. ET.
• Contact: For proxy questions, contact the proxy agent, Continental Stock Transfer & Trust, at [email protected].

🧠 The Analogy

Imagine your neighborhood homeowners association (HOA) is asking for a vote. They propose to:

1. Rename the standard "Member" title.
2. Create a new "Platinum Member" class with undefined special privileges (like parking anywhere, controlling the pool design, etc.).
3. Give the HOA board the sole power to decide who becomes a Platinum Member and what their privileges are, forever, without another vote.
4. Cancel the annual homeowners meeting where budgets are reviewed.

You're being asked to trade direct control and transparency for a board that promises it can make bigger, faster deals to improve property values. The risk is you might end up with a board-controlled "Platinum Member" who calls all the shots.

🧩 Final Takeaway

Hotel101 is undergoing a major corporate restructuring to give its board nearly unlimited power to create new share classes and raise capital on its own terms. This signals an intent for aggressive growth or financing, but it comes at the direct expense of shareholder voting rights and governance protections. It’s a classic high-reward, high-risk proposal where investors are betting entirely on management's future execution.