Safe & Green (SGBX) investor relations material

Executive summary

• The annual shareholders meeting is scheduled for December 29, 2025, to be held virtually, with all shareholders of record as of November 21, 2025, eligible to vote on key proposals.

• Proposals include director elections, auditor ratification, executive compensation, a merger, stock issuances, incentive plan amendments, and bylaw changes.

• The Board recommends voting in favor of all proposals, emphasizing their importance for corporate flexibility, capital raising, and governance.

Voting matters and shareholder proposals

• Shareholders will vote on ten proposals, including electing seven directors, ratifying the auditor, approving executive compensation and its voting frequency, a merger with New Asia Holdings, and several capital and governance changes.

• Proposals also cover the issuance of common stock to Generating Alpha Ltd., increasing the stock incentive plan, amending the articles to increase authorized shares, permitting shareholder action by written consent, and potential adjournment to solicit more proxies.

• Each proposal has specific voting requirements, with most requiring a majority of votes cast, and the Board recommends a "FOR" vote on all items.

Board of directors and corporate governance

• Seven nominees, including the CEO, are up for election, with the Nominating Committee emphasizing diversity of experience and independence.

• The Board is led by a combined Chair/CEO and a Lead Independent Director, with a majority of independent directors and fully independent key committees.

• Shareholders can communicate directly with the Board, and the company maintains a Code of Business Conduct and Ethics.