Exhibit 99.2
THE GROWHUB LIMITED
incorporated in the Cayman Islands
Company No. 408949
(the Company)
FORM OF PROXY CARD
EXTRAORDINARY GENERAL MEETING
(the Meeting)
12 November 2026 at 10.30 am (Singapore time)
The undersigned hereby appoints the Chairman of the Meeting as proxy with full power of substitution, to represent and to vote as set forth herein all the Ordinary Shares in the Company which the undersigned is entitled to vote at the Meeting of the Company and any adjournments or postponements thereof, as designated below. If no designation is made, the proxy, when properly executed, will be voted “FOR” all proposals of the Meeting.
| RESOLUTIONS | For | Against | Abstain | |||
1. ORDINARY RESOLUTION
To consider and approve a reverse share split of the Company’s authorised issued and unissued Class A Shares and Class B Shares by way of a consolidation at a ratio of 1-for-10 (the Ratio), such that every ten (10) authorised issued and unissued Class A Shares and every ten (10) authorised issued and unissued Class B Shares of a nominal or par value of US$0.0005 each in the capital of the Company be consolidated into one (1) Class A Share or one (1) Class B Share (as applicable) of a nominal or par value of US$0.005 each, and accordingly, the authorised share capital of the Company be changed:
FROM: US$2,525,000 divided into 5,050,000,000 Ordinary Shares of a nominal or par value of US$0.0005 each, comprising 5,000,000,000 Class A Shares of a nominal or par value of US$0.0005 each and 50,000,000 Class B Shares of a nominal or par value of US$0.0005 each;
TO: US$2,525,000 divided into 505,000,000 Ordinary Shares of a nominal or par value of US$0.005 each, comprising 500,000,000 Class A Shares of a nominal or par value of US$0.005 each and 5,000,000 Class B Shares of a nominal or par value of US$0.005 each,
(the Reverse Share Split). |
2. ORDINARY RESOLUTION
To consider and approve, that, in respect of any fractional entitlements to the issued consolidated shares resulting from the Reverse Share Split, if so determined by the directors in their sole discretion, the directors be and are hereby authorised to settle as they consider expedient any difficulty which arises in relation to the Reverse Share Split, including but without prejudice to the generality of the foregoing, capitalising all or any part of any amount for the time being standing to the credit of any reserve or fund of the Company (including its share premium account and profit and loss account, to the extent permitted by applicable laws) whether or not the same is available for distribution, and applying such sum in paying up unissued Class A Shares and Class B Shares to be issued to shareholders of the Company, so as to round up to the nearest whole share any fraction of a Class A Share or Class B Share (as applicable) issued to or registered in the name of such shareholders following or as a result of the Reverse Share Split, such that each shareholder receives shares of the same class as the shares held by it immediately prior to the Reverse Share Split. |
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3. SPECIAL RESOLUTION
To consider and approve the adoption of the Third Amended and Restated Memorandum and Articles of Association in the form provided in the following link: https://www.transhare.com/growhub (the Amended MAA) in replacement of the Second Amended and Restated Memorandum and Articles of Association as adopted by special resolution on 5 August 2026 to reflect the Reverse Share Split. |
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4. ORDINARY RESOLUTION
To consider and approve the authorisation of the directors to do all other acts and things as the directors consider necessary or desirable in connection with the Reverse Share Split and the adoption of the Amended MAA, including without limitation, attending to the necessary filings with the Registrar of Companies in the Cayman Islands. |
Dated:
[signature page to follow]
| BY: | ||
| SHAREHOLDER | ||
(for individual shareholders)
| BY: | ||
| AUTHORISED SIGNATORY | ||
| ACTING FOR AND ON BEHALF OF THE SHAREHOLDER | ||
(for corporate shareholders)
NOTES
| 1 | A shareholder entitled to attend and vote at the Meeting may appoint a proxy to attend and, on a poll, vote in place of the shareholder. A proxy need not be a shareholder of the Company. If the appointor is a company, this form must be executed under its common seal or the hand of a duly authorised officer. |
| 2 | If the proxy form is returned without an indication as to how the proxy is to vote on a particular matter, the proxy will exercise the proxy’s discretion as to whether, and how the proxy will vote. |
| 3 | In the case of joint holders, any holder may sign this form. |
| 4 | Any alterations made in this form must be initialled. |
| 5 | If you were a shareholder of record of the Company’s Ordinary Shares on the Record Date, being close of business on 21 October 2026, you may vote by submitting a proxy or in person at the Meeting not less than 48 hours before the time for holding the Meeting or adjourned Meeting at which the proxy is to be used. Each Class A Share that you own in your name entitles you to one (1) vote, and each Class B Share that you own in your name entitles you to ten (10) votes, in each case, on the applicable proposals. You may submit your proxy by the following options. |
| (a) | by Internet, which we encourage if you have Internet access: | |
| Step 1: Go to http://www.transhare.com | ||
| Step 2: Click the “Vote Your Proxy” link | ||
| Step 3: Click on the tab for “The Growhub Limited” | ||
| Step 4: Click “Submit Your Vote” link | ||
| Step 5: Enter your Control Number. | ||
| (b) | by Email, please email your signed proxy card to proxy@Transhare.com; | |
| (c) | by fax, please fax your signed proxy card to: +1 (727) 269 5616; or | |
| (d) | by mail, please sign, date and mail your signed proxy card to: | |
| Proxy Team | ||
| Transhare Corporation | ||
| 17755 US Highway 19 N | ||
| Suite 140 | ||
| Clearwater, FL 33764 |
If you hold your shares through an account with a bank or broker, your ability to vote by the Internet depends on their voting procedures. Please follow the directions that your bank or broker provides.
| 6 | Delivery of the form of proxy shall not preclude a shareholder from attending and voting in person at the Meeting or upon the poll concerned and in such event, the form of proxy shall be deemed to be revoked. |