EX-99.2 3 fami_ex992.htm PROXY CARD fami_ex992.htm

EXHIBIT 99.2

 

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting: The Notice & Proxy Statement are available at http://ir.farmmi.com.cn/

 

FARMMI, INC.

Extraordinary General Meeting of Shareholders

December 5, 2025

10:00 A.M., Beijing Time

(9:00 P.M., Eastern Time, on December 4, 2025)

 

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF

DIRECTORS OF FARMMI, INC.

 

The undersigned shareholder(s) of Farmmi, Inc. (the “Company”), hereby appoint(s) Chenyang Wang, Zhimin Lu or ______ as proxy, with full power of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the Extraordinary General Meeting of shareholders of the Company to be held on December 5, 2025, at 10:00 A.M., Beijing Time (9:00 P.M., Eastern Time, on December 4, 2025), at Room 320, Building No. 1, 888 Tianning Street, Liandu District, Lishui City, Zhejiang Province 323000, People’s Republic of China, and to vote all ordinary shares which the undersigned would be entitled to vote if then and there personally present, on the matters set forth below (i) as specified by the undersigned below and (ii) in the discretion of the proxy upon such other business as may properly come before the meeting, all as set forth in the notice of Extraordinary General Meeting and in the proxy statement furnished herewith.

 

THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE BUT THE CARD IS SIGNED, THIS PROXY CARD WILL BE VOTED “FOR” ALL OF THE PROPOSALS.

 

Continued and to be signed on reverse side

 

FARMMI, INC.

 

VOTE BY INTERNET

 

www.transhare.com

 

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 6:00 A.M. on December 5, 2025, Beijing Time (5:00 P.M., Eastern Time, on December 4, 2025). Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

 

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

 

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and Extraordinary reports electronically via e-mail or the Internet. To sign up for electronic delivery, please provide your email address below and check here to indicate you consent to receive or access proxy materials electronically in future years. ☐

 

Email Address: ________________________________________

 

VOTE BY EMAIL:

 

Please email your signed proxy card to the Proxy Team at proxy@transhare.com.

 

 

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VOTE BY FAX

 

Please fax your signed proxy card to 1.727.269.5616.

 

VOTE BY MAIL

 

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to the Proxy Team, Transhare Corporation, Bayside Center 1, 17755 US Highway 19 N, Suite 140, Clearwater FL 33764.  

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

 

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

 

The Board of Directors recommend voting FOR Proposals 1 through 3.

 

 

 

FOR

AGAINST

ABSTAIN

 

 

 

 

 

1.

Special Resolution THAT with immediate effect upon passing:

 

(a) the authorised share capital of the Company be amended from (i) US$12,000,000,000 divided into 5,000,000,000 Ordinary Shares of US$2.40 nominal or par value each, to (ii) US$12,000,000,000 divided into 4,500,000,000 Class A Ordinary Shares of US$2.40 nominal or par value each with one vote per share (the “Class A Ordinary Shares”), and 500,000,000 Class B Ordinary Shares of US$2.40 nominal or par value each with fifty votes per share (the “Class B Ordinary Shares”), by the redesignation of 4,500,000,000 Ordinary Shares into 4,500,000,000 Class A Shares of US$2.40 nominal or par value each; and the redesignation of 500,000,000 Ordinary Shares into 500,000,000 Class B Shares with a nominal or par value of US$2.40 each(the “Redesignation”);

 

it being noted that the terms of, and rights attaching to, the Class A Ordinary Shares and the Class B Ordinary Shares will be materially identical to the existing Ordinary Shares of par value US$2.40 each in the capital of the Company save that the Class B Ordinary Shares: (i) shall have 50 times the voting rights per share of Class A Ordinary Shares; and (ii) shall be convertible into Class A Ordinary Shares, as provided in the Fourth Amended and Restated Memorandum and Articles of Association (as defined below); and

 

(b) the Ordinary Shares in the Company issued and outstanding be redesignated as follows: (i) all the existing authorised and issued Ordinary Shares of the Company be redesignated as Class A Ordinary Shares save for 3,873 Ordinary Shares issued and currently registered in the name of FARMNET LIMITED; and (ii) the 3,873 Ordinary Shares held by FARMNET LIMITED be redesignated as 3,873 Class B Ordinary Shares.

 

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2.

Special Resolution THAT, subject to and following the passing of the Redesignation resolution, the Fourth Amended and Restated Memorandum and Articles of Associations of the Company in the form attached as Exhibit A to the Proxy Statement be adopted in substitution for the Memorandum and Articles of Association, as amended, of the Company currently in effect, to reflect the dual-class share structure and set out the rights and privileges of Class A Ordinary Shares and Class B Ordinary Shares (the “Fourth Amended and Restated Memorandum And Articles”).

 

3.

Special Resolution THAT, subject to and conditional upon, amongst other things: (i) the passing of the resolutions in respect of the Redesignation and the Fourth Amended and Restated Memorandum And Articles; (ii) approval from the Grant Court of the Cayman Islands (the “Court”) of the Capital Reduction (as defined below); (iii) registration by the Registrar of Companies of the Cayman Islands of the order of the Court confirming the Capital Reduction and the minute approved by the Court containing the particulars required under the Companies Act (Revised) (the “Act”) in respect of the Capital Reduction and compliance with any conditions the Court may impose; (iv) compliance with the relevant procedures and requirements under the applicable laws of the Cayman Islands to effect the Capital Reduction; and (v) obtaining of all necessary approvals from the regulatory authorities or otherwise as may be required in respect of the Capital Reduction, with effect from the date on which these conditions are satisfied, the authorised share capital of the Company be reduced from (i) US$12,000,000,000 divided into 4,500,000,000 Class A Ordinary Shares of US$2.40 nominal or par value each, and 500,000,000 Class B Ordinary Shares of US$2.40 nominal or par value each, to (ii) US$50 divided into 4,500,000,000 Class A Ordinary Shares of US$0.000,000,01 nominal or par value each, and 500,000,000 Class B Ordinary Shares of US$0.000,000,01 nominal or par value each, by the reduction of the par value of each Class A share and each Class B share by US$2.399,999,99 (the “Capital Reduction”), in each case, having the rights and being subject to the restrictions as set out in the Articles of Associations, as amended, of the Company.

 

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

 

Date (mm/dd/yyyy) – Please write

date below.

 

Signature 1 – Please keep

signature within the box.

 

Signature 2 – Please keep

signature within the box. (Joint

Owner)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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