JBDI Holdings Ltd

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

You are cordially invited to attend the Extraordinary General Meeting of shareholders (the "EGM") of JBDI Holdings Limited (the "Company") to be held as a virtual-only meeting via live webcast online, on October 22, 2026 at 09:00 PM Singapore Time (October 22, 2026 at 09:00 AM U.S. Eastern Time).

At the EGM, shareholders will be asked to consider and vote upon four proposals relating to (i) the proposed increase in the Company's authorised share capital, (ii) the proposed creation of a dual-class share structure consisting of Class A Ordinary Shares and Class B Ordinary Shares and the related capital restructuring of the Company's authorised share capital, including the redesignation and reclassification of the Company's existing Ordinary Shares as Class A Ordinary Shares, (iii) the adoption of the Second Amended and Restated Memorandum and Articles of Association (the "Second ARM&A"), and (iv) the proposed allotment and issue of 7,000,000 Class B Ordinary Shares to EUG INVESTMENT LIMITED (the "Controlling Shareholder").

The matters to be acted upon at the EGM are set forth and described in the EGM Notice and Proxy Statement, which are attached hereto. We request that you read all of them carefully before voting.

We hope that you will attend the EGM. Whether or not you expect to attend the EGM, we urge you to sign, date and return the enclosed Proxy Card in the enclosed postage prepaid envelope (if mailed in the United States) as promptly as possible in accordance with the instructions printed on it, and in any event no later than 11:59 PM U.S. Eastern Time, on October 21, 2026, as permitted under the currently effective memorandum and articles of association. You may, of course, attend the EGM and vote even if you have signed and returned your Proxy Card to us and in such event, the Proxy Card shall be deemed to be revoked.

Chair of the Board, Executive Director and Principal Executive Officer

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

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting of shareholders (the "2026 Extraordinary Meeting") of JBDI Holdings Limited (the "Company") will be held as a virtual-only meeting via live webcast online, on October 22, 2026 at 09:00 PM Singapore Time (October 22, 2026 at 09:00 AM U.S. Eastern Time). To attend the virtual meeting, you will need to register in advance at https://meeting.vstocktransfer.com/JBDIOCT26 . A Zoom account is required to register. Shareholders will NOT be able to attend the 2026 Extraordinary Meeting physically in person. This proxy statement includes instructions on how to access the virtual 2026 Extraordinary Meeting and how to listen and vote from home or any remote location with Internet connectivity.

The Notice of Extraordinary General Meeting of Shareholders, the Proxy Statement and the proxy card accompanying this letter will be first mailed to our shareholders on or about October 1, 2026.

The 2026 Extraordinary Meeting will have the following proposals for consideration and voting:

1. RESOLVED AS AN ORDINARY RESOLUTION THAT:

With immediate effect, the authorised share capital of the Company be increased from US$500,000 divided into 500,000,000 shares of a nominal or par value of US$0.001 each to US$5,000,000 divided into 5,000,000,000 shares of a nominal or par value of US$0.001 each (the "Increase in Authorised Capital"); FOR

2. RESOLVED AS A SPECIAL RESOLUTION THAT:

Subject to and immediately following the passing of Proposal 1, and subject to the passing of Proposal 3: (a) the Company's share capital be divided into two classes of Ordinary Shares, being (i) Class A Ordinary Shares, each carrying one (1) vote per share, and (ii) Class B Ordinary Shares, each carrying one hundred (100) votes per share, with the rights, preferences, privileges, restrictions and other terms of such classes as set forth in the Second Amended and Restated Memorandum and Articles of Association (the "Second ARM&A"), including that the Class B Ordinary Shares shall not be entitled to dividends or distributions upon a winding up of the Company, and neither Class A Ordinary Shares nor Class B Ordinary Shares shall be convertible into the other class; (b) 4,490,106,238 authorised but unissued Ordinary Shares of a nominal or par value of US$0.001 each in the share capital of the Company be redesignated as Class A Ordinary Shares; (c) 500,000,000 authorised but unissued Ordinary Shares of a nominal or par value of US$0.001 each in the share capital of the Company be redesignated as Class B Ordinary Shares; (d) all existing 9,893,762 Ordinary Shares of the Company, comprising (i) 9,514,544 issued and outstanding Ordinary Shares held by shareholders and (ii) 379,218 Ordinary Shares held by the Company as treasury shares, be redesignated and reclassified as Class A Ordinary Shares on a one-for-one basis, with each Class A Ordinary Share carrying one (1) vote per share, and that such Class A Ordinary Shares continue to constitute the Company's listed and traded class of Ordinary Shares on Nasdaq; and (e) as a result of the foregoing, the authorised share capital of the Company be changed from US$5,000,000 divided into 5,000,000,000 shares of a nominal or par value of US$0.001 each, to US$5,000,000 divided into 5,000,000,000 shares of a nominal or par value of US$0.001 each, consisting of (i) 4,500,000,000 Class A Ordinary Shares and (ii) 500,000,000 Class B Ordinary Shares;

3. RESOLVED AS A SPECIAL RESOLUTION THAT:

The Second ARM&A in the form produced to the meeting be adopted in its entirety and in substitution for and to the exclusion of the Company's existing amended and restated memorandum and articles of association, with immediate effect and subject to the passing of Proposals 1 and 2; and

4. RESOLVED AS AN ORDINARY RESOLUTION THAT:

Immediately following completion of the matters referred to in Proposals 1, 2 and 3 above, 7,000,000 Class B Ordinary Shares be allotted and issued to EUG INVESTMENT LIMITED (the "Controlling Shareholder") for an aggregate consideration of US$7,000, credited as fully paid. FOR

As of the date of this Notice of 2026 Extraordinary Meeting of Shareholders (the "Notice"), we have not received notice of any other matters that may be properly presented at the 2026 Extraordinary Meeting.

The Board has fixed the close of business on September 21, 2026 as the record date (the "Record Date") for determining the shareholders entitled to receive notice of and to vote at the 2026 Extraordinary Meeting or any adjournment or postponement thereof. Only holders of the Company's Ordinary Shares on the Record Date are entitled to receive notice of and to vote at the 2026 Extraordinary Meeting or any adjournment or postponement thereof.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE AND YOU APPOINT THE CHAIR OF THE 2026 EXTRAORDINARY MEETING AS YOUR PROXY, YOUR SHARES WILL BE VOTED "FOR" THE PROPOSALS LISTED ABOVE. IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF WHO YOU WISH TO APPOINT AS YOUR PROXY, THE CHAIR OF THE 2026 EXTRAORDINARY MEETING WILL BE APPOINTED AS YOUR PROXY.

We are providing this notice and the accompanying proxy card to our shareholders in connection with the solicitation of proxies to be voted at the 2026 Extraordinary Meeting and at any adjournments or postponements of the 2026 Extraordinary Meeting.

We cordially invite all holders of our Ordinary Shares to attend the 2026 Extraordinary Meeting. Holders of our Ordinary Shares entitled to attend and vote are entitled to appoint a proxy to attend and vote instead of such holders. A proxy need not be a shareholder of the Company. Whether or not you expect to attend the 2026 Extraordinary Meeting, you are urged to complete, sign, date and return the accompanying proxy form as promptly as possible. Shareholders who execute proxies retain the right to revoke them at any time prior to the commencement of the 2026 Extraordinary Meeting, and may nevertheless vote electronically at the 2026 Extraordinary Meeting. Whether or not you plan to attend the 2026 Extraordinary Meeting, we urge you to read this notice carefully and to vote your shares. Your vote is very important. If you are a registered shareholder, please vote your shares as soon as possible by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in "street name" through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the 2026 Extraordinary Meeting. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR the proposals to be considered at the 2026 Extraordinary Meeting.

Iwant to thank all of our shareholders as we look forward to what we believe will be an exciting future for our business.

Chair of the Board, Executive Director and Principal Executive Officer

IT IS IMPORTANT THAT YOU VOTE, SIGN AND RETURN

THE ACCOMPANYING PROXY CARD AS SOON AS POSSIBLE

2026 EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON OCTOBER 22, 2026 AT 09:00 PM SINGAPORE TIME (OCTOBER 22, 2026 AT 09:00 AM U.S. EASTERN TIME)

The Board of Directors of JBDI Holdings Limited (the "Company") is soliciting proxies for the extraordinary general meeting of shareholders (the "2026 Extraordinary Meeting") of the Company to be held as a virtual-only meeting via live webcast online at https://meeting.vstocktransfer.com/JBDIOCT26 , on October 22, 2026 at 09:00 PM Singapore Time (October 22, 2026 at 09:00 AM U.S. Eastern Time). Only holders of the Ordinary Shares, par value US$0.001 per share (the "Ordinary Shares"), of the Company at the close of business on September 21, 2026 (the "Record Date") are entitled to attend and vote at the 2026 Extraordinary Meeting or at any adjournment or postponement thereof. Shareholders will NOT be able to attend the 2026 Extraordinary Meeting physically in person. This proxy statement includes instructions on how to access the virtual 2026 Extraordinary Meeting and how to listen and vote from home or any remote location with Internet connectivity.

Any shareholder giving such a proxy has the power to revoke it in accordance with the Company's memorandum and articles of association. Written notice of such revocation should be forwarded directly to the Chairman of the Board of Directors of the Company, at the above stated address, prior to the commencement of the 2026 Extraordinary Meeting. Proxies may be solicited through the mails or direct communication with certain shareholders or their representatives by Company officers, directors, or employees, who will receive no additional compensation therefor.

If the enclosed proxy is properly executed and returned, the shares represented thereby will be voted in accordance with the directions thereon and otherwise in accordance with the judgment of the persons designated as proxies. Any proxy on which no direction is specified will be voted in favor of the actions described in this Proxy Statement.

We have elected to provide access to our proxy materials both by sending you this full set of proxy materials, including the Notice of our 2026 Extraordinary Meeting, this Proxy Statement and a proxy card to shareholders.

Registered Holders: Whether or not you expect to attend the 2026 Extraordinary Meeting virtually, it is important that your shares be represented and voted at the 2026 Extraordinary Meeting. Accordingly, after reading the Notice and accompanying proxy statement, please sign, date, and mail the enclosed proxy card in the envelope provided or vote by emailing to vote@vstocktransfer.com or over the Internet at https://www.vstocktransfer.com/proxy in accordance with the instructions on your proxy card. The proxy card must be received by no later than 11:59 p.m. ET on October 21, 2026 to be validly included in the tally of shares voted at the 2026 Extraordinary Meeting. Detailed proxy voting instructions are provided both in the proxy statement and on the proxy card. Shareholders who execute proxies retain the right to revoke them at any time prior to the commencement of the 2026 Extraordinary Meeting, and may nevertheless vote online at the 2026 Extraordinary Meeting.

Beneficial Holders (Street Name Holders): If you hold your shares in street name and wish to vote your shares at the 2026 Extraordinary Meeting, you should contact your broker, bank, custodian or other nominee holder about getting a legal proxy appointing you to vote your shares.

THE 2026 EXTRAORDINARY GENERAL MEETING, THE PROXY MATERIALS AND

This document serves as the Company's proxy statement, including a notice of the Extraordinary General Meeting (the "2026 Extraordinary Meeting") of Shareholders (the "Notice"), which is being provided to Company shareholders of record at the close of business on September 21, 2026 (the "Record Date") because the Company's Board of Directors is convening the 2026 Extraordinary Meeting and soliciting shareholders' proxies to vote at the 2026 Extraordinary Meeting on the proposals outlined in the Notice.

We have sent you this proxy statement (the "Proxy Statement"), including the Notice and the enclosed proxy card and form of the Second ARM&A because the Board of Directors of the Company is soliciting your proxy to vote at the 2026 Extraordinary Meeting, including at any adjournments or postponements of the meeting. You are invited to attend the 2026 Extraordinary Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card.

When you sign the enclosed proxy card, you appoint the proxy holder as your representative at the meeting. The proxy holder will vote your shares as you have instructed in the proxy card, thereby ensuring that your shares will be voted whether or not you attend the meeting. Even if you plan to attend the meeting, you should complete, sign and return your proxy card in advance of the meeting just in case your plans change.