FingerMotion (FNGR) Proxy filing summary

Executive summary

• Special Meeting scheduled for October 6, 2026, to vote on key proposals including share issuance and increase in authorized shares.

• Proposals include approval of share issuance to an institutional investor and amending the Certificate of Incorporation to increase authorized common stock to 500 million shares.

• Board recommends voting in favor of all proposals, emphasizing flexibility for future corporate needs and compliance with Nasdaq rules.

Voting matters and shareholder proposals

• Shareholders will vote on issuing 19.99% or more of outstanding shares to an institutional investor upon conversion of two $5 million senior secured convertible notes.

• Proposal to amend the Certificate of Incorporation to increase authorized common stock from 200 million to 500 million shares.

• No shareholder proposals were received for this meeting.

• Board unanimously recommends voting FOR both proposals.

Board of directors and corporate governance

• CEO Jolie Kahn and CFO Chris Polimeni were appointed in August 2026, replacing Martin J. Shen and Yew Hon Lee, who resigned.

• All directors and executive officers as a group own 18% of outstanding shares as of August 21, 2026.