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VISIONWAVE HOLDINGS, INC.

NASDAQ:VWAV
Annual Meeting

of Shareholders

MEETING DATE

11/19/2026
DEF 14A FILED
10/27/2026
PUBLISHED
10/27/2026 9:00 pm
TIME TO PUBLISH
10/29/2026
METHODOLOGY
approve
EXCHANGE NASDAQ:VWAV · CUSIP 927950105 · CLASS common stock, par value $0.01 per share · CIK 0002038439

RECONCILED · MIXED

Reconciled against the company’s Form 8-K Item 5.07 filed 2026-06-15.

6
FOR
0
AGAINST
0
WITHHOLD
6
BALLOT ITEMS

ITEM-BY-ITEM RECOMMENDATIONS

1
Approval of an amendment to the Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 150,000,000 to 2,000,000,000.
other
Routine
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states increase is needed for Yorkville reservations, possible offerings, and the 2026 EIP.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
2
Approval of an amendment to the Amended and Restated Certificate of Incorporation authorizing the Board of Directors to effect one or more reverse stock splits of the common stock at a ratio of not less than 1-for-2 and not more than 1-for-1,000 at any time on or before December 31, 2028.
other
Routine
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states authority may help maintain Nasdaq listing and increase available authorized but unissued shares.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
3
Approval of the VisionWave Holdings, Inc. 2026 Employee Incentive Plan.
compensation
Routine
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states limited cash and talent needs make additional equity awards necessary.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
4
Approval, for purposes of Nasdaq Listing Rules 5635(b) and 5635(d), of the issuance of shares of common stock to YA II PN, Ltd. pursuant to the Standby Equity Purchase Agreement, the notes, debentures and warrants issued to it, and the Floor Price Amendment, in excess of the Exchange Cap and without the share limitation contained in the February 24, 2026 stockholder approval.
other
Routine
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states approval permits share issuances to satisfy Yorkville obligations and avoid cash defaults.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
5
Approval, for purposes of Nasdaq Listing Rule 5635(d), of the potential issuance of shares of common stock, and of securities convertible into or exercisable for common stock, in one or more public offerings, including registered direct offerings as described in the Proxy Statement.
other
Routine
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states company needs capital for indebtedness and working capital and lacks sufficient cash.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
6
Approval of one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies.
other
Routine
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states adjournment may be used to solicit additional proxies if votes are insufficient.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.

Ledger

148c6731d95b0e0e134c3d73764b8528cd7d4833233696f6133da2de85dcfe0b

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