Top Wealth Group Holding Ltd

PROXY STATEMENT AND NOTICE OF MEETINGS OF SHAREHOLDERS

NOTICE OF EXTRAORDINARY MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that you are cordially invited to attend an extraordinary general meeting (the "Extraordinary Meeting") of shareholders of Top Wealth Group Holding Limited, a Cayman Islands exempted company with limited liability (the " Company ," " we ," "us" or "our") to be held on Tuesday, September 15, 2026, at 10:00 a.m., local time, at 10/F, Oxford Commercial Building, 494-496 Nathan Road, Yau Ma Tei, Kowloon, Hong Kong to consider and if thought fit, to pass with or without amendment the following resolutions:

By a special resolution, that the Company adopt the fourth amended and restated memorandum and articles of association of the Company (the "Fourth A&R M&A"), in the form attached as Appendix A, in substitution for, and to the exclusion of, the existing third amended and restated memorandum and articles of association of the Company, with immediate effect from the date of passing this resolution, in order to reflect amendments to the memorandum and articles of association for housekeeping matters; and that any one or more directors and/or officers of the Company be and is/are hereby authorised, on behalf of the Company, to do all such acts and things and to execute, deliver and file all such documents, notices, confirmations, applications, instruments and filings as he/she/they may consider necessary, desirable or expedient to give effect to the adoption of the Fourth A&R M&A, and that the registered office service provider of the Company be and is hereby authorised and instructed to make all necessary filings with the Registrar of Companies of the Cayman Islands in respect thereof.

By an ordinary resolution, that the chairman of the Extraordinary Meeting be and hereby is authorised to adjourn the Extraordinary Meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies if, based upon the tabulated vote at the time of the Extraordinary Meeting, there are not sufficient votes to approve the resolutions above.

The foregoing items of business are more fully described in the proxy statement accompanying this Notice. We are not aware of any other business to come before the Extraordinary Meeting.

Holders of record of the Company's Class A Ordinary Shares and Class B Ordinary Shares at the close of business on August 21, 2026 (the "Record Date") are entitled to receive notice of, and to attend and vote at, the Extraordinary Meeting.

It is important that your shares are represented at the Extraordinary Meeting. We urge you to review the attached Proxy Statement and, whether or not you plan to attend the Extraordinary Meeting in person, please vote your shares promptly.

If you plan to attend the Extraordinary Meeting in person, please notify us of your intentions. This will assist us with meeting preparations. If your shares are not registered in your own name and you would like to attend the Extraordinary Meeting, please follow the instructions contained in the proxy materials that are being mailed to you and any other information forwarded to you by your broker, trust, bank, or other holder of record to obtain a valid proxy from it. This will enable you to gain admission to the Extraordinary Meeting and vote in person.

September 4, 2026 By Order of the Board of Directors,

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE EXTRAORDINARY MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 15, 2026

This Notice and Proxy Statement are also available online at

https://ts.vstocktransfer.com/irhlogin/TOPWEALTH

Shareholders Entitled to Vote at the Extraordinary Meeting 1

ADOPTION OF THE FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION 3

APPROVE ADJOURNMENT OF THE EXTRAORDINARY MEETING BY CHAIRMAN 4

Form of Fourth Amended and Restated Memorandum and Articles of Association

This Proxy Statement and the accompanying proxy are being furnished with respect to the solicitation of proxies by the Board of Directors (the "Board") of Top Wealth Group Holding Limited, a Cayman Islands exempted company with limited liability (the " Company ," " we ," "us" or "our"), for the Extraordinary General Meeting of Shareholders (the "Extraordinary Meeting"). The Extraordinary Meeting is to be held on Tuesday, September 15, 2026, at 10:00 a.m., local time, at 10/F, Oxford Commercial Building, 494-496 Nathan Road, Yau Ma Tei, Kowloon , Hong Kong.

We will send or make these proxy materials available to shareholders on or about September 4, 2026.

The purposes of the Extraordinary Meeting are to seek shareholders' approval of the following resolutions:

By a special resolution, that the Company adopt the fourth amended and restated memorandum and articles of association of the Company (the "Fourth A&R M&A"), in the form attached as Appendix A, in substitution for, and to the exclusion of, the existing third amended and restated memorandum and articles of association of the Company, with immediate effect from the date of passing this resolution, in order to reflect amendments to the memorandum and articles of association for housekeeping matters; and that any one or more directors and/or officers of the Company be and is/are hereby authorised, on behalf of the Company, to do all such acts and things and to execute, deliver and file all such documents, notices, confirmations, applications, instruments and filings as he/she/they may consider necessary, desirable or expedient to give effect to the adoption of the Fourth A&R M&A, and that the registered office service provider of the Company be and is hereby authorised and instructed to make all necessary filings with the Registrar of Companies of the Cayman Islands in respect thereof.

By an ordinary resolution, that the chairman of the Extraordinary Meeting be and hereby is authorised to adjourn the Extraordinary Meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies if, based upon the tabulated vote at the time of the Extraordinary Meeting, there are not sufficient votes to approve the resolutions above.

The Board recommends a vote FOR each of Proposal 1 and Proposal 2.

The Board is not aware of any other matters that will be presented for consideration at the Extraordinary Meeting. Nonetheless, in case there is an unforeseen need, the accompanying proxy gives discretionary authority to the persons named on the proxy with respect to any other matters that might be brought before the Extraordinary Meeting or at any postponement or adjournment of the Extraordinary Meeting. Those persons intend to vote that proxy in accordance with their judgment.

Shareholders Entitled to Vote at the Extraordinary Meeting

Only shareholders of record of our Class A Ordinary Shares and Class B Ordinary Shares as of the close of business on August 21, 2026 (the "Record Date") are entitled to notice and to attend and vote at the Extraordinary Meeting and any adjournment or postponement thereof.

Each fully paid Class A Ordinary Share is entitled to one (1) vote on each matter properly brought before the Extraordinary Meeting and each fully paid Class B Ordinary Share is entitled to one hundred (100) votes on each matter properly brought before the Extraordinary Meeting. The enclosed proxy card or voting instruction card shows the number of shares you are entitled to vote at the Extraordinary Meeting.

If on the Record Date your shares were registered directly in your name with the Company, then you are a shareholder of record. As a shareholder of record, you may vote in person at the Extraordinary Meeting or vote by proxy. Whether or not you plan to attend the Extraordinary Meeting, to ensure your vote is counted, we encourage you to vote before the Extraordinary Meeting.

If on the Record Date your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in "street name" and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the Extraordinary Meeting. As the beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. Your broker will not be able to vote your shares unless your broker receives specific voting instructions from you. We strongly encourage you to vote.

According to the Company's existing third amended and restated memorandum and articles of association, the presence in person or by proxy of one or more shareholders holding shares that represent not less than one-third (1/3) of the outstanding shares carrying the right to vote at the Extraordinary Meeting shall be a quorum for the transaction of business except as otherwise provided by law.

Assuming a quorum as referenced above is reached:

Only shares that are voted are taken into account in determining the proportion of votes cast for the Proposals. Any shares not voted (whether by abstention, broker non-vote or otherwise) will not impact the outcome of the Proposals.

Your shares may only be voted at the Extraordinary Meeting if you are entitled to vote and present in person or are represented by proxy. Whether or not you plan to attend the Extraordinary Meeting, we encourage you to vote by proxy to ensure that your shares will be represented. You may vote using any of the following methods described below.

Registered shareholders may vote in the following ways:

● By submitting your vote telephonically;

● By completing the proxy card and returning it by fax;

● By completing the proxy card and returning it to the address noted; or

● By attending and voting your shares at the Extraordinary Meeting.

We are offering registered shareholders the opportunity to vote their shares by telephone or online. Shareholders may vote by telephone or online by following the procedures described on the proxy card. To vote via telephone or online, please have the proxy card in hand and call the number or go to the website listed on the proxy card and follow the instructio ns. The telephone and internet voting procedures are designed to authenticate shareholders' identities, to allow shareholders to give their voting instructions, and to confirm that shareholders' instructions have been recorded properly.