Proxy Results Form 8 K

Item 5.07 Submission of Matters to a Vote of Security Holders

On December 12, 2024, HWH International Inc. (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting"). As of October 15, 2024, the date of record for determining the stockholders entitled to vote on the proposals presented at the Annual Meeting, there were 22,257,838 shares of Company common stock, par value $0.0001, issued and outstanding and entitled to vote at the Annual Meeting. A total of 20,836,779 shares of common stock, constituting a quorum, were represented virtually or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of the Company's stockholders at the Annual Meeting are as follows:

Proposal 1. At the Annual Meeting, the terms of four (4) members of the Board expired. All of the four (4) nominees for director were elected to serve until the next annual meeting of stockholders or until their successors are elected and qualified, or until such director's prior death, resignation, retirement, disqualification or removal. The result of the votes to elect the four (4) directors was as follows:

Proposal 2. At the Annual Meeting, the stockholders ratified the appointment of Grassi & Co., CPAs, P.C. as the Company's independent registered public accounting firm for the year ending December 31, 2024. The result of the votes to ratify the appointment of Grassi & Co., CPAs, P.C. was as follows:

Proposal 3. At the Annual Meeting, the stockholders approved an amendment of the Company's Amended and Restated Certificate of Incorporation in order to permit the shareholders of the Company to take action by majority written consent (the "Written Consent Proposal"). The result of the votes to ratify the Written Consent Proposal were as follows: