Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders held on June 1, 2023 ("Annual Meeting"), the stockholders of Agri-Fintech Holdings, Inc. (formerly known as Tingo, Inc.) (the "Company") voted on three proposals which are described in detail in the Company's Proxy Statement filed with the Securities and Exchange Commission on May 1, 2023: (i) to elect nine director nominees, each for a term of one year ("Proposal 1"), (ii) to ratify the appointment of Gries & Associates, LLC as the Company's independent accountants for the fiscal year ended December 31, 2023 ("Proposal 2"), and (iii) to approve on a non-binding advisory basis, the compensation paid to the Company's named executive officers in 2022 ("Proposal 3").

The number of votes present at the Annual Meeting represented in person or by proxy was 1,527,212,858, or 81.34% of the total voting power of all Class A and Class B common stock outstanding.

A voting report was produced by the Secretary of the Company serving as Inspector of Elections for the Annual Meeting, certifying the following results:

Proposal 1 (election of directors):





Board of Directors Nominees        For        Withheld
Adewale Adebayo               1,527,212,858      0
John J. Brown                 1,527,212,858      0
Christopher Cleverly          1,527,212,858      0
Gurjinder Johal               1,527,212,858      0
Leslie Kasumba                1,527,212,858      0
Dozy Mmobuosi                 1,527,212,858      0
Onyekachi Onubogu             1,527,212,858      0
Dakshesh Patel                1,527,212,858      0
Derrick Randall               1,527,212,858      0

There were no votes against or abstained with respect to any director nominee.





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Proposal 2 (ratification of auditors for fiscal 2023):





     For        Against   Abstained
1,527,212,858      0          0

Proposal 3 (non-binding approval of executive compensation in 2022):





     For        Against   Abstained
1,527,212,858      0          0

Brokers did not have discretionary voting authority on any of the Proposals.


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