FingerMotion (FNGR) Proxy filing summary

Executive summary

• Special meeting scheduled for October 6, 2026, to seek approval for a significant share issuance related to a $5 million senior secured convertible note.

• The note allows conversion into common stock at a fixed price of $0.94 per share, subject to adjustments and monthly redemption conversion periods.

• If approved, the issuance could exceed 19.99% of outstanding shares, triggering Nasdaq Rule 5635(d) requirements.

• Failure to approve would limit share issuance and may require higher cash payments to the investor.

Voting matters and shareholder proposals

• Main proposal is to approve the issuance of 19.99% or more of outstanding shares to an institutional investor upon note conversion.

• No other shareholder proposals were received for this meeting.

• Adoption requires a majority of shares present or represented by proxy; abstentions count as votes against.

• Broker non-votes will not affect the outcome but brokers cannot vote uninstructed shares.

Board of directors and corporate governance

• Board unanimously recommends voting in favor of the share issuance proposal.

• None of the directors or executive officers have a substantial interest in the matters to be acted upon.

• Quorum for the meeting is 33.33% of issued and outstanding shares.