Galaxy Digital — Proxy Solicitation & Information Statement 2025

Apr 9, 2025

NOTICE OF SPECIAL MEETING OF GALAXY DIGITAL HOLDINGS LTD. SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the special meeting, which shall constitute an extraordinary general meeting for purposes of Galaxy Digital Holdings Ltd.'s ("GDH L") memorandum and articles of association, on May 9, 2025 at 10:00 a.m. (local time) at 300 Vesey Street, New York City, New York, 10282, United States and virtually via live webcast at https://virtual-meetings.tsxtrust.com/1791 (the "Meeting") of the holders of ordinary shares (the "Shareholders" or the "GDH L shareholders") of GDHL for the purpose of considering and, if deemed advisable, voting to approve the following resolutions:

1. a special resolution to approve a reorganization of GDHL comprised of:

a. GDHL's deregistration under the Cayman Islands Companies Act (As Revised) and domestication under Section 388 of the Delaware General Corporation Law, pursuant to which the jurisdiction of incorporation of GDHL will be transferred by way of continuation from the Cayman Islands to the State of Delaware (the "Domestication" and such proposal "Domestication Proposal") and GDHL will be renamed Galaxy Digital Holdings Inc. (GDH L following the Domestication, "GDH Delaware");

b. the amendment, prior to the Domestication, of GDHL's existing share capital and memorandum and articles of association to authorize and provide for the issuance and terms of up to 500 million Class B ordinary shares of GDHL (the "Governing Documents Amendment" and such proposal the "Governing Documents Amendment Proposal");

c. upon the consummation of the Domestication, the amendment and restatement of the memorandum and articles of association of GDHL (as amended upon the approval of the Governing Documents Amendment Proposal) (the "Existing Organizational Documents") by their deletion in their entirety and the substitution in their place of the proposed new certificate of incorporation, substantially in the form attached to the accompanying management information circular (the "Management Circular") as Annex "B," and the proposed new bylaws, substantially in the form attached to the accompanying Management Circular as Annex "C" (the "Domestication Charter and Bylaws Amendment," and such proposed certificate of incorporation and proposed bylaws, the "Proposed Organizational Documents" and such proposal, the "Proposed Organizational Documents Proposal"); and

d. four separate proposals with respect to certain material differences between the Existing Organizational Documents and the Proposed Organizational Documents (collectively, the "Domestication Charter and Bylaws Differences Proposals");

1. assuming the Domestication Proposal, the Governing Documents Amendment Proposal, the Proposed Organizational Documents Proposal and the Domestication Charter and Bylaws Differences Proposals are approved, a resolution to approve, by a simple majority, excluding persons required to be excluded for the purpose of such vote (the "Excluded Shareholders") under Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the issuance of a number of shares of GDH Delaware Class B Common Stock to each existing Class B limited partner (collectively, the "Existing LPs") of Galaxy Digital Holdings LP ("GDH LP") equal to the number of limited partnership units of GDH LP held by each such Existing LP immediately following the Domestication (the "Issuance of Class B Common Stock" and such proposal the "Issuance of Class B Common Stock Proposal"); and

2. an ordinary resolution to approve the technical proposal to allow the chairman to adjourn the Meeting (the "Adjournment") to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Domestication Proposal, the Governing Documents Amendment Proposal, the Proposed Organizational Documents Proposal, the Domestication Charter and Bylaws Differences Proposals and the Issuance of Class B Common Stock Proposal (such proposal, the "Adjournment Proposal" and together with the Domestication Proposal, the Governing Documents Amendment Proposal, the Proposed Organizational Documents Proposal, each of the Domestication Charter and Bylaws Differences Proposals and the Issuance of Class B Common Stock Proposal, the "Proposals").

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Each of the Proposals is more fully described in the accompanying Management Circular, which we urge each GDHL shareholder to review carefully. The full text of the resolutions approving the Proposals is attached to this Management Circular as Appendix "1."

The Domestication, the Governing Documents Amendment, the Domestication Charter and Bylaws Amendment, the Domestication Charter and Bylaws Differences and the Issuance of Class B Common Stock are collectively referred to in this Management Circular as the "Reorganization."

Each of the Proposals that must be approved by special resolution must be approved, as a matter of Cayman Islands law, by the affirmative vote of not less than two-thirds of the Shareholders present in person or virtually or represented by proxy and entitled to vote at the Meeting. Each of the Proposals that must be approved by ordinary resolution must be approved, as a matter of Cayman Islands law, by the affirmative vote of a majority of the Shareholders present in person or virtually or represented by proxy and entitled to vote at the Meeting. While the Issuance of Class B Common Stock Proposal is conditional on the Domestication Proposal, the Governing Documents Amendment Proposal, the Proposed Organizational Documents Proposal and the Domestication Charter and Bylaws Differences Proposal, collectively, the Adjournment Proposal is not conditional on the approval of any other Proposal.

GDHL has made arrangements to enable shareholders to attend and vote virtually at this Meeting. Registered Shareholders and proxyholders (including non-registered Shareholders who have appointed themselves as proxyholder) will be able to listen to the Meeting, ask questions and vote at the Meeting online in real time. Non-registered shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting virtually as guests, but guests will not be able to vote or ask questions at the Meeting.

The Meeting will be available online at https://virtual-meetings.tsxtrust.com/1791. A guide to how to login to, and vote at, the Meeting can be found at Appendix "3" of Management Circular.

We would advise that Shareholders do not attend the Meeting in person at the meeting location and instead attend the virtual meeting. Those wishing to attend and vote at the Meeting will need to ensure that they remain connected to the Meeting at all times in order to vote when balloting commences, and it is such persons' responsibility to ensure internet connectivity for the duration of the Meeting.

Only GDHL's registered Shareholders at the close of business on April 7, 2025 will be entitled to receive notice of, and to vote at, the Meeting or any adjournment thereof. Shareholders who are unable to or who do not wish to attend the Meeting are requested to date and sign the enclosed form of proxy promptly and return it in the self-addressed envelope enclosed for that purpose or by any of the other methods indicated in the form of proxy. To be effective, a properly executed proxy must be received by mail or delivered by hand to GDHL's transfer agent, TSX Trust Company. In order to be valid and acted upon at the Meeting, a properly executed form of proxy must be received by 10:00 a.m. (local time) on May 7, 2025, or in the event the Meeting is adjourned or postponed, not later than 10:00 a.m. (local time) on the day which is two business days preceding the date of the adjourned or postponed Meeting. The time limit for the deposit of proxies may be waived by GDHL's board of directors (the "Board") at its discretion and without notice, but the Board is under no obligation to do so. GDHL's beneficial Shareholders must complete and return the voting instruction form provided to them by their intermediary (such as a broker, custodian, trustee or nominee) and return it in accordance with the instructions accompanying such voting instruction form.

We are providing the accompanying Management Circular to Shareholders in connection with the solicitation of proxies to be voted at the Meeting and at any adjournment of the Meeting.

Whether or not you plan to attend the Meeting, we urge you to read the accompanying Management Circular carefully.

The Board formed a special committee of independent directors comprised of all the directors of GDHL, other than Michael Novogratz, Damien Vanderwilt, Michael Daffey, Richard Tavoso and Jane Dietze (the "Special Committee"), to consider the Reorganization. The Special Committee retained independent counsel and an independent financial advisor.

After careful consideration of, among other things, the unanimous recommendation of the Special Committee, the Board has determined (with the interested directors declaring their interest and abstaining on

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voting with respect to the resolutions related to the Reorganization) that the Reorganization is (i) fair to Shareholders, other than Excluded Shareholders, and (ii) in the best interest of GDHL, and recommends that you vote or give instruction to vote "FOR" the approval of the Reorganization.

If you have any questions or need assistance voting your shares, please contact GDHL's strategic shareholder advisor and proxy solicitation agent, TMX Investor Solutions Inc., by email at INFO_TMXIS@tmx.com, by telephone at 1 (877) 478-5043 (toll free within North America) or for outside North America, call direct at (437) 561-5063.

Dated as of the 7th day of April, 2025.

BY ORDER OF THE BOARD

/s/ “Michael Novogratz”

MICHAEL NOVOGRATZ

Founder and Chief Executive Officer