Business
AXIL Brands : - Final Proxy Card (2025 Annual Meeting)
AXIL Brands : - Final Proxy Card (2025 Annual
About this update from Axil Brands, Inc.
AXIL BRANDS, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ANNUAL MEETING OF STOCKHOLDERS - DECEMBER 17, 2025, AT 9:00 A.M., PACIFIC TIME The undersigned stockholder(s) of AXIL Brands, Inc., a Delaware corporation (the "Company"), hereby revoking any proxy heretofore given, hereby appoints Jeff Toghraie and Jeff Brown, and each of them individually, as attorneys and proxies of the undersigned, with the power to act without the other and with full power of substitution, and hereby authorizes them to represent and vote all of the shares of stock of the Company held of record by the undersigned as of October 22, 2025 with all the power which the undersigned would have if present at the Annual Meeting of Stockholders to be held at 9150 Wilshire Boulevard, Suite 245, Beverly Hills, California 90212 on December 17, 2025, at 9:00 a.m. Pacific Time and any adjournment or postponement thereof, with all powers the undersigned would possess if personally present, on the following proposals, each as described more fully in the accompanying proxy statement, and any other matters coming before said meeting. This proxy, when properly executed, will be voted in the manner directed herein by the undersigned. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. The proxies are also authorized, in their discretion, to vote upon such other matters as may come before the Annual Meeting of Stockholders. (CONTINUED AND TO BE SIGNED ON REVERSE SIDE.) VOTING INSTRUCTIONS If you vote by phone or internet, please DO NOT mail your proxy card. Read our proxy statement before you vote by proxy. INTERNET: https://www.westcoaststocktransfer.com/AXIL MAIL: Please mark, sign, date, and return this Proxy Card promptly using the enclosed envelope. PHONE: Call 1-619-664-4780 and a representative will assist with casting your vote. This is not an automated service. CONTROL NUMBER: Scan the QR code to the left with your phone to view the materials and vote. Have your proxy card in hand when voting by internet or telephone. To vote by internet, go to the above internet website or scan the above QR code. Enter your "Control Number" printed above and then follow the instructions provided to cast your vote. If you cast your vote by internet or telephone, you need not return a proxy card. You will be appointing the proxies to vote your shares for you on the same terms and with the same authority as if you marked, signed and returned a proxy card. You may cast your vote by internet or telephone through 11:59 p.m. Eastern Time on December 16, 2025. ANNUAL MEETING OF THE STOCKHOLDERS OF AXIL BRANDS, INC. PLEASE COMPLETE, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE: CONTROL NUMBER: CONTROL NUMBER: PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS Proposal 1 FOR WITHHOLD Election of Directors: Peter Dunne Manu Ohri Proposal 2 FOR AGAINST ABSTAIN To ratify the appointment of Salberg & Company, P.A. as the Company's independent registered public accounting firm for the fiscal year ending May 31, 2026. Proposal 1 is to elect Mr. Dunne and Mr. Ohri to serve as Class II directors for terms that will expire at the 2028 Annual Meeting of Stockholders. In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the Annual Meeting of Stockholders and at any adjournment or postponement thereof. MARK "X" HERE IF YOU PLAN TO ATTEND THE MEETING : MARK HERE FOR ADDRESS CHANGE New Address (if applicable): THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE, AND IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED, "FOR" THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR NAMED IN PROPOSAL 1, "FOR" RATIFICATION OF THE AUDITOR APPOINTMENT IN PROPOSAL 2, AND IN THE DISCRETION OF THE PROXIES ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF TO THE EXTENT PERMITTED UNDER APPLICABLE LAW. IMPORTANT: Please sign exactly as your name or names appear on this proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. Dated: , 2025 (Print Name of Stockholder and/or Joint Tenant) (Signature of Stockholder) (Second Signature if held jointly)