Cloudastructure (CSAI) investor relations material

Executive summary

• The annual meeting will be held virtually on July 15, 2026, with voting available online, by phone, or by mail.

• Stockholders will vote on six key proposals, including director election, auditor ratification, share reduction, reverse stock split, option repricing, and potential adjournment.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposal 1: Elect one director (Jeff Kirby) for a three-year term expiring in 2029.

• Proposal 2: Ratify TAAD LLP as independent auditors for fiscal 2026.

• Proposal 3: Amend the Certificate of Incorporation to reduce authorized shares from 500M to 83.3M to lower franchise tax.

• Proposal 4: Authorize a reverse stock split (1-for-2 to 1-for-200) at the Board's discretion to help maintain Nasdaq listing.

• Proposal 5: Approve a one-time repricing of outstanding stock options under the 2024 Equity Incentive Plan.

• Proposal 6: Adjourn the meeting if necessary to solicit additional proxies.

Board of directors and corporate governance

• The Board consists of four members, divided into three staggered classes.

• All directors except the CEO are independent under Nasdaq rules.

• Three standing committees: audit, compensation, and nominating/corporate governance, each with defined charters.

• Board and committee meeting attendance exceeded 75% for all directors in 2025.

• Stockholders can communicate with the Board via the Corporate Secretary.