TELA Bio (TELA) investor relations material

Executive summary

• A special meeting of stockholders is scheduled for October 8, 2026, to be held virtually, allowing global participation and reducing environmental impact.

• The meeting will address two key proposals: a reverse stock split and potential adjournment if insufficient votes are received.

• The Board recommends voting in favor of both proposals to maintain compliance with Nasdaq listing requirements and provide flexibility for future actions.

Voting matters and shareholder proposals

• Proposal 1 seeks approval to amend the Certificate of Incorporation to effect a reverse stock split at a ratio between 1-for-5 and 1-for-15, at the Board's discretion.

• Proposal 2 allows adjournment of the meeting if there are insufficient votes to approve Proposal 1, enabling further proxy solicitation.

• Both proposals are considered discretionary items under NYSE rules, allowing brokers to vote without specific instructions.

• Abstentions and broker non-votes will count as votes against the proposals.

• A majority of outstanding shares is required for approval of each proposal.

Board of directors and corporate governance

• The Board retains sole discretion to determine the timing and exact ratio of the reverse stock split within the approved range.

• The Board may abandon the reverse stock split at any time before its effectiveness, even after stockholder approval.

• No directors or executive officers have a substantial interest in the proposals beyond their share ownership.