AgEagle Aerial Systems (UAVS) Proxy Filing summary

Executive summary

• Special Meeting scheduled for December 20, 2024, to address key proposals impacting capital structure and compliance with exchange rules.

• Shareholders will vote virtually on increasing authorized common stock, approving a significant stock issuance, and potential adjournment.

• Board unanimously recommends approval of all proposals to support future capital needs and regulatory compliance.

Voting matters and shareholder proposals

• Proposal 1: Increase authorized common stock from 5,000,000 to 200,000,000 shares to provide flexibility for capital raising and warrant exercises.

• Proposal 2: Approve issuance of more than 20% of outstanding common stock upon conversion of a Convertible Note, as required by NYSE American Rule 713(a)(ii).

• Proposal 3: Adjournment proposal allows the meeting to be postponed if more time is needed to solicit votes for the other proposals.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board approved the amendment to increase authorized shares on October 23, 2024.

• No director or executive officer has a substantial interest in the proposals beyond that of all shareholders.