Extraordinary General Meeting

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
HOTEL101 GLOBAL HOLDINGS CORP.

(Incorporated in the Cayman Islands as an exempted company with limited liability)

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the “Meeting”) of the shareholders of Hotel101 Global Holdings Corp. (the “Company”) will be held at 8:00 a.m. (New York City time) on 22 April 2026 via the virtual meeting portal at https://www.cstproxy.com/hotel101global/2026, and on such other date and at such other place to which the meeting may be adjourned.

PROPOSALS TO BE VOTED ON

At the Meeting, the Company’s shareholders will be asked to consider and, if thought fit, approve the following proposals:

Proposal No. 1. Share Redesignation Proposal – a proposal, by an ordinary resolution, to redesignate the Company’s authorized share capital by taking the following steps, such that the authorized share capital of the Company be changed from US$50,000 divided into 500,000,000 Class A ordinary shares of par value US$0.0001 each (the “Class A Ordinary Shares”) to US$50,000 divided into 500,000,000 ordinary shares of par value US$0.0001 each (the “Ordinary Shares”):
- all the currently issued and outstanding Class A Ordinary Shares held by the shareholders of the Company will be redesignated as issued and outstanding Ordinary Shares with the same rights of Class A Ordinary Shares; and
- all the remaining authorized but unissued Class A Ordinary Shares of the Company will be redesignated as authorized but unissued Ordinary Shares with the same rights of Class A Ordinary Shares (the “Share Redesignation Proposal”);
Proposal No. 2. Increase of Authorized Share Capital and Creation of Share Classes Proposal – a proposal, by an ordinary resolution and conditional upon the passing of the Share Redesignation Proposal to increase the authorized share capital of the Company from US$50,000 divided into 500,000,000 ordinary shares of par value US$0.0001 each (the “Ordinary Shares”) to US$100,050,000 divided into: (i) 500,000,000 Ordinary Shares; and (ii) 100,000,000 preferred shares of par value US$1.00 each (the “Preferred Shares”), with the Preferred Shares constituting a separate class of shares, the rights, preferences, privileges and restrictions of which shall be determined by the Board of Directors of the Company (the “Board”) in accordance with the second amended and restated memorandum and articles of association of the Company (the “Increase of Authorized Share Capital and Creation of Share Classes Proposal”);
Proposal No. 3. Delegation of Authority to the Board to Designate and Issue Preferred Shares Proposal – a proposal, by an ordinary resolution, to authorize the Board, in its sole and absolute discretion, to issue one or more classes or series of Preferred Shares and to fix the designations, powers, preferences and relative, participating, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including, without limitation, the number of shares constituting each such class or series, dividend rights, conversion rights, redemption privileges, voting powers, full or limited or no voting powers, and liquidation preferences, and to increase or decrease the size of any such class or series (but not below the number of shares of any class or series of Preferred Shares then outstanding) (the “Delegation of Authority to the Board to Designate and Issue Preferred Shares Proposal”);
Proposal No. 4. General Authorization Proposal – a proposal, by an ordinary resolution, to authorize (i) any two authorized signatories of the Company as appointed and designated by the Board, acting jointly in accordance with the Company's approved signing instructions, to execute and deliver all agreements, instruments, certificates and other documents necessary, appropriate or desirable in connection with or incidental to the foregoing resolutions, including in connection with any issuance of securities; and (ii) any one director or officer of the Company, acting on behalf of the Company, to do all such acts and things (other than the execution of documents) as may be necessary, appropriate or desirable to ensure compliance with applicable laws, regulations and listing rules (the "General Authorization Proposal"); and
Proposal No. 5. Adoption of the Second A&R M&A Proposal – a proposal, by a special resolution and conditional upon the passing of the Share Redesignation Proposal and Increase of Authorized Share Capital and Creation of Share Classes Proposal, to adopt the second amended and restated memorandum and articles of association (the marked-to-show-changes form of which is annexed as Annex A and the clean form of which is annexed as Annex B hereto) to reflect, among others, the following:
- the change in the authorized share capital;
- the authority of the Board, without further approval of the shareholders, to issue one or more classes or series of Preferred Shares and to fix the designations, powers, preferences and relative, participating, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including, without limitation, the number of shares constituting each such class or series, dividend rights, conversion rights, redemption privileges, voting powers, full or limited or no voting powers, and liquidation preferences, and to increase or decrease the size of any such class or series (but not below the number of shares of any class or series of Preferred Shares then outstanding);
- the general rights, preferences, privileges and restrictions attaching to the Preferred Shares;
- the removal of annual general meeting requirement and, accordingly, the duty of the Company to report the financials of the Company to the shareholders at the annual general meeting;
- the removal of shareholders’ power to determine maximum number of directors and inclusion of the right (if any) of holders of Preferred Shares to elect additional directors under specified circumstances;
- subject to the rules relating to the qualification, listing and delisting of companies on The Nasdaq Stock Market LLC, the removal of compulsory requirement to appoint an auditor for the Company;
- the ability of the Company to give notice to the shareholders by publishing it on the Company’s website; and
- other consequential, tidy-up and housekeeping changes. (the “Adoption of the Second A&R M&A Proposal”)

THE BOARD RECOMMENDS A VOTE “FOR” PROPOSALS NO. 1, NO. 2, NO. 3, NO. 4 AND NO. 5.

2. RESOLUTIONS TO BE VOTED UPON

Proposal No. 1 – Share Redesignation Proposal

The text of the resolution to be voted upon is as follows:

“IT IS HEREBY RESOLVED AS AN ORDINARY RESOLUTION THAT:

the Company’s authorized share capital be redesignated by taking the following steps, such that the authorized share capital of the Company be changed from US$50,000 divided into 500,000,000 Class A ordinary shares of par value US$0.0001 each (the “Class A Ordinary Shares”) to US$50,000 divided into 500,000,000 ordinary shares of par value US$0.0001 each (the “Ordinary Shares”):

all the currently issued and outstanding Class A Ordinary Shares held by the shareholders of the Company will be redesignated as issued and outstanding Ordinary Shares with the same rights of Class A Ordinary Shares; and
all the remaining authorized but unissued Class A Ordinary Shares of the Company will be redesignated as authorized but unissued Ordinary Shares with the same rights of Class A Ordinary Shares (the “Share Redesignation”).”

Vote Required for Approval

The approval of the Share Redesignation Proposal will require at least a majority of the votes of the issued and outstanding Class A Ordinary Shares of the Company present by virtual attendance or represented by proxy and entitled to vote and voted at the Meeting vote “FOR” the Share Redesignation Proposal. Neither a shareholder’s failure to vote during the Meeting or by proxy nor an abstention will be considered a vote “FOR.”

Board Recommendation

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE SHARE REDESIGNATION PROPOSAL.

Proposal No. 2 – Increase of Authorized Share Capital and Creation of Share Classes Proposal

The text of the resolution to be voted upon is as follows:

“IT IS HEREBY RESOLVED AS AN ORDINARY RESOLUTION THAT:

(a) conditional upon the passing of ordinary resolution on the Share Redesignation, the authorized share capital of the Company be increased from US$50,000 divided into 500,000,000 ordinary shares of par value US$0.0001 each to US$100,050,000 divided into:

500,000,000 ordinary shares of par value US$0.0001 each; and
100,000,000 preferred shares of par value US$1.00 each (the “Preferred Shares”)

(the “Increase of Authorized Share Capital and Creation of Share Classes”);

(b) the Preferred Shares shall constitute a separate class of shares, the rights, preferences, privileges and restrictions of which shall be determined by the Board of Directors of the Company (the “Board”) in accordance with the second amended and restated memorandum and articles of association of the Company; and

(c) for the avoidance of doubt:

all rights of the existing issued ordinary shares shall remain unchanged; and
no shares shall be redesignated pursuant to this Resolution.”

Vote Required for Approval

The approval of the Increase of Authorized Share Capital and Creation of Share Classes Proposal will require at least a majority of the votes of the issued and outstanding Class A Ordinary Shares of the Company present by virtual attendance or represented by proxy and entitled to vote and voted at the Meeting vote “FOR” the Increase of Authorized Share Capital and Creation of Share Classes Proposal. Neither a shareholder’s failure to vote during the Meeting or by proxy nor an abstention will be considered a vote “FOR.”

Board Recommendation

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE INCREASE OF AUTHORIZED SHARE CAPITAL AND CREATION OF SHARE CLASSES PROPOSAL.

Proposal No. 3 – Delegation of Authority to the Board to Designate and Issue Preferred Shares Proposal

The text of the resolution to be voted upon is as follows:

“IT IS HEREBY RESOLVED AS AN ORDINARY RESOLUTION THAT:

(a) the Board be and is hereby authorized, in its sole and absolute discretion, to issue one or more classes or series of Preferred Shares and to fix the designations, powers, preferences and relative, participating, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including, without limitation, the number of shares constituting each such class or series, dividend rights, conversion rights, redemption privileges, voting powers, full or limited or no voting powers, and liquidation preferences, and to increase or decrease the size of any such class or series (but not below the number of shares of any class or series of Preferred Shares then outstanding); and

(b) the authority granted under this Resolution shall be exercised in compliance with applicable laws and regulations, including applicable rules relating to the qualification, listing and delisting of companies on The Nasdaq Stock Market LLC (“Nasdaq”) (the “Nasdaq Listing Rules”), to the extent applicable;

Vote Required for Approval

The approval of the Delegation of Authority to the Board to Designate and Issue Preferred Shares Proposal will require at least a majority of the votes of the issued and outstanding Class A Ordinary Shares of the Company present by virtual attendance or represented by proxy and entitled to vote and voted at the Meeting vote “FOR” the Delegation of Authority to the Board to Designate and Issue Preferred Shares Proposal. Neither a shareholder’s failure to vote during the Meeting or by proxy nor an abstention will be considered a vote “FOR.”

Board Recommendation

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE DELEGATION OF AUTHORITY TO THE BOARD TO DESIGNATE AND ISSUE PREFERRED SHARES PROPOSAL.

Proposal No. 4 – General Authorization Proposal

The text of the resolution to be voted upon is as follows:

“IT IS HEREBY RESOLVED AS AN ORDINARY RESOLUTION THAT:

(a) any two (2) authorized signatories of the Company as appointed and designated by the Board of Directors, acting jointly in accordance with the Company’s approved signing instructions, be and are hereby authorized, empowered and directed, acting in the name and on behalf of the Company, to execute and deliver all such agreements, instruments, certificates and other documents as such authorized signatories may consider necessary, appropriate or desirable in connection with or incidental to the foregoing resolutions, including the execution and delivery of any agreements, instruments or certificates in connection with any issuance of securities; and

(b) any one director or officer of the Company be, and each of them hereby is, authorized, empowered and directed, acting in the name and on behalf of the Company, to do all such acts and things (other than the execution of documents) as such director or officer may consider necessary, appropriate or desirable in connection with or incidental to the foregoing resolutions, including the taking of any actions required to comply with applicable laws, regulations and listing rules.

Vote Required for Approval

The approval of the General Authorization Proposal will require at least a majority of the votes of the issued and outstanding Class A Ordinary Shares of the Company present by virtual attendance or represented by proxy and entitled to vote and voted at the Meeting vote “FOR” the General Authorization Proposal. Neither a shareholder’s failure to vote during the Meeting or by proxy nor an abstention will be considered a vote “FOR.”

Board Recommendation

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE GENERAL AUTHORIZATION PROPOSAL.

Proposal No. 5 – Adoption of the Second A&R M&A Proposal

The text of the resolution to be voted upon is as follows:

“IT IS HEREBY RESOLVED AS A SPECIAL RESOLUTION THAT:

(a) conditional upon the passing of Ordinary Resolution 1 and Ordinary Resolution 2, the second amended and restated memorandum and articles of association of the Company, the marked-to-show-changes form of which is annexed as Annex A and the clean form of which is annexed as Annex B hereto (the “Second A&R M&A”), be and are hereby approved and adopted in substitution for, and to the exclusion of, the existing amended and restated memorandum and articles of association of the Company with effect from the close of the meeting;

(b) without limitation to the generality of the foregoing, the Second A&R M&A shall provide for, among other matters:

the change in the authorized share capital;
the authority of the Board, without further approval of the shareholders, to issue one or more classes or series of Preferred Shares and to fix the designations, powers, preferences and relative, participating, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including, without limitation, the number of shares constituting each such class or series, dividend rights, conversion rights, redemption privileges, voting powers, full or limited or no voting powers, and liquidation preferences, and to increase or decrease the size of any such class or series (but not below the number of shares of any class or series of Preferred Shares then outstanding);
the general rights, preferences, privileges and restrictions attaching to the Preferred Shares;
the removal of annual general meeting requirement and, accordingly, the duty of the Company to report the financials of the Company to the shareholders at the annual general meeting;
the removal of shareholders’ power to determine maximum number of directors and inclusion of the right (if any) of holders of Preferred Shares to elect additional directors under specified circumstances;
subject to the Nasdaq Listing Rules, the removal of compulsory requirement to appoint an auditor for the Company;
the ability of the Company to give notice to the shareholders by publishing it on the Company’s website; and
other consequential, tidy-up and housekeeping changes.

For the avoidance of doubt, the issuance of any series of Preferred Shares and the determination of the rights attaching thereto by the Board in accordance with the Second A&R M&A shall not constitute a variation of the rights of any existing class of shares and shall not require any further approval of the shareholders;

(c) the registered office provider of the Company be authorized to file all requisite documents with the Registrar of Companies in the Cayman Islands in relation to the adoption of the Second A&R M&A and to take any and all other actions which may be necessary or desirable to give effect to the above resolutions.”

Vote Required for Approval

The approval of the Adoption of the Second A&R M&A Proposal will require not less than two-thirds of the votes of the issued and outstanding Class A Ordinary Shares of the Company present by virtual attendance or represented by proxy and entitled to vote and voted at the Meeting vote “FOR” the Adoption of the Second A&R M&A Proposal. Neither a shareholder’s failure to vote during the Meeting or by proxy nor an abstention will be considered a vote “FOR.”

Board Recommendation

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ADOPTION OF THE SECOND A&R M&A PROPOSAL.

3. RECORD DATE AND VOTING RIGHTS

The Board of Directors has fixed the close of business on 6 April 2026 as the record date (the “Record Date”) for determining shareholders entitled to receive notice of and to vote at the Meeting or any adjournment or postponement thereof.

Only holders of record of Ordinary Shares of the Company at the close of business on the Record Date are entitled to receive notice of, attend and vote at the Meeting or any adjournment or postponement thereof.

Each holder of record of Ordinary Shares at the close of business on the Record Date will be entitled to one vote for each Ordinary Share held on all matters to be voted upon at the Meeting.

Ordinary resolutions require approval by a simple majority of votes cast by such shareholders as, being entitled to do, vote in person or by proxy or, in the cases of shareholders which are corporations, by their respective duly authorized representatives at a general meeting.

Special resolutions require approval by not less than two-thirds (2/3) of votes cast by such shareholders as, being entitled to do, vote in person or by proxy or, in the cases of shareholders which are corporations, by their respective duly authorized representatives at a general meeting.

4. QUORUM

The quorum required for the Meeting shall be two (2) shareholders entitled to vote and present in person (or, in the case of a shareholder being a corporation, by its duly authorized representative) or by proxy representing not less than one-third (1/3) in nominal value of the total issued voting shares in the Company throughout the meeting, in accordance with the Company’s amended and restated memorandum and articles of association currently in effect.

5. PROXY AND VOTING PROCEDURES

(a) A shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company.

(b) Any standing proxy previously deposited by a shareholder with the Company will be voted in favor of the resolutions to be proposed at the Meeting unless revoked prior to the Meeting or the shareholder attends the Meeting in person or executes a specific proxy.

(c) To be valid, a proxy must be duly completed and signed by the appointor or his attorney duly authorized in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorized, together with any power of attorney or other authority under which it is signed or a notarially certified copy thereof. Proxies may be submitted by either of the following methods, not later than 48 hours before the time appointed for holding the Meeting or any adjournment thereof:

(i) by physical delivery to the Company's registered office provider, Appleby Global Services (Cayman) Limited, at Suite 210, 2nd Floor, Windward III, Regatta Office Park, PO Box 500, Grand Cayman KY1-1106, Cayman Islands;
(ii) by email to proxy@continentalstock.com; or
(iii) by internet or mobile at https://www.cstproxy.com/hotel101global/2026 prior to 11:59 p.m. New York City time on 21 April 2026.

The Company has retained Continental Stock Transfer & Trust Company to receive and tabulate the proxies.

(d) A shareholder may revoke a proxy at any time prior to its exercise.

(e) Submission of a completed form of proxy does not preclude a shareholder from attending and voting at the Meeting.

(f) If two or more persons are jointly registered as holders of an Ordinary Share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally (or, in the case of a shareholder being a corporation, by its duly authorized representative) or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

(g) A shareholder holding more than one Ordinary Share entitled to attend and vote at the Meeting need not cast the votes in respect of such shares in the same way on any resolution. Where more than one proxy is appointed by a shareholder which is a clearing house (or its nominee(s)) or a central depository house (or its nominee(s)), each such proxy is under no obligation to cast all his votes in the same way.

6. ADJOURNMENT

The Meeting may be adjourned from time to time in accordance with the Company’s amended and restated memorandum and articles of association currently in effect.

7. MEETING ACCESS

Shareholders may access the Meeting via the virtual meeting portal at https://www.cstproxy.com/hotel101global/2026. Telephone access (listen-only) is also available within the U.S. and Canada at 1 800-450-7155 (toll-free) and outside the U.S. and Canada at +1 857-999-9155 (standard rates apply), in each case using Conference ID: 1016523#.

By Order of the Board of Directors
Hotel101 Global Holdings Corp.

Rodolfo Ma. Allena Ponferrada
Executive Chairman
10 April 2026

Registered Office:
Appleby Global Services (Cayman) Limited,
Suite 210, 2nd Floor, Windward III, Regatta Office Park
PO Box 500, Grand Cayman KY1-1106, Cayman Islands
*A form of proxy has been included with this Notice.

PROXY CARD

HOTEL101 GLOBAL HOLDINGS CORP.
(Incorporated in the Cayman Islands as an exempted company with limited liability)
(the “Company”)

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
to be held on 22 April 2026
at 8:00 a.m. (New York City time)
via virtual meeting portal at https://www.cstproxy.com/hotel101global/2026

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints _____________________________________, or failing him/her, the Chairman of the Board, Rodolfo Ma. Allena Ponferrada, as proxies (the “Proxies”), and each of them with full power to act without the other, each with the power to appoint a substitute, and hereby authorizes either of them to represent and to vote, as designated herein, all shares of the Company held of record by the undersigned at the Extraordinary General Meeting of Shareholders to be held on 22 April 2026, or any postponement or adjournment thereof.

The undersigned acknowledges receipt of the Notice of Extraordinary General Meeting and revokes all prior proxies for the Meeting.

VOTING INSTRUCTIONS

☐ FOR ALL PROPOSALS
☐ AGAINST ALL PROPOSALS
☐ ABSTAIN FROM ALL PROPOSALS

If you wish to vote on each proposal separately, please mark below. In the event that a shareholder marks both the 'For All/Against All/Abstain from All' option and individual proposal selections, the individual proposal selections shall prevail.

Proposal No. 1 – Share Redesignation Proposal

☐ FOR ☐ AGAINST ☐ ABSTAIN

Proposal No. 2 – Increase of Authorized Share Capital and Creation of Share Classes Proposal

☐ FOR ☐ AGAINST ☐ ABSTAIN

Proposal No. 3 – Delegation of Authority to the Board to Designate and Issue Preferred Shares Proposal

☐ FOR ☐ AGAINST ☐ ABSTAIN

Proposal No. 4 – General Authorization Proposal

☐ FOR ☐ AGAINST ☐ ABSTAIN

Proposal No. 5 – Adoption of the Second A&R M&A Proposal

☐ FOR ☐ AGAINST ☐ ABSTAIN

THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO SPECIFIC DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED “FOR” ALL PROPOSALS, AS RECOMMENDED BY THE BOARD OF DIRECTORS.

The Proxies are authorized and empowered to vote upon such other matters as may properly come before the Meeting, or any postponement or adjournment thereof.

SIGNATURE
Shareholder Name: _______________________________________
Signature: ______________________________________________
Date: _________________________________________________
Number of Shares Held: __________________________________
Capacity (if applicable): _________________________________

NOTES

Please sign exactly as your name or names appear on this proxy. When shares are held jointly, each holder should sign. In the case of joint holders, the vote of the holder whose name appears first in the register of members shall be accepted to the exclusion of the votes of the other joint holders. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If the signer is a partnership, please sign in partnership name by authorized person.

Submission of this proxy does not preclude a shareholder from attending and voting at the Meeting, or any postponement or adjournment thereof.

To be valid, this proxy must be completed, signed and received (together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power of attorney) by physical delivery to the Company's registered office provider, Appleby Global Services (Cayman) Limited, at Suite 210, 2nd Floor, Windward III, Regatta Office Park, PO Box 500, Grand Cayman KY1-1106, Cayman Islands, or by email to proxy@continentalstock.com, not later than 48 hours prior to the time of the Meeting, or any postponement or adjournment thereof. Registered holders may also submit their proxy by internet or mobile at https://www.cstproxy.com/hotel101global/2026 prior to 11:59 p.m. New York City time on 21 April 2026.

Beneficial holders who wish to vote or ask questions at the Meeting must obtain a control number by submitting a legal proxy from their bank or broker to Continental Stock Transfer & Trust at proxy@continentalstock.com at least 72 hours prior to the Meeting. Beneficial holders who wish to attend as guests only may do so by entering their name and email address on the virtual meeting portal without a control number.

Annex A — Second Amended and Restated Memorandum and Articles of Association – Marked
Annex B — Second Amended and Restated Memorandum and Articles of Association – Clean

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