Flex (FLEX) Proxy filing summary

Executive summary

• The filing details a proposed spin-off of the Cloud & Power Infrastructure business into Axiom Solutions International, Inc. (Spinco), creating two independent, publicly traded companies focused on distinct markets and strategies.

• The transaction is structured to be tax-free for U.S. shareholders, subject to regulatory, shareholder, and court approvals, and involves a distribution of 88–94% of Spinco shares to existing shareholders, with Flex retaining 6–12% for up to 24 months.

• The spin-off aims to unlock value, enhance management focus, and provide tailored capital allocation, with both companies expected to benefit from increased operational flexibility and strategic clarity.

Voting matters and shareholder proposals

• Shareholders are asked to approve two inter-conditional proposals: a Bonus Issuance (one bonus share per existing share) and a Capital Reduction and Distribution (distribution in specie of 88–94% of Spinco shares).

• Both proposals require supermajority approval and are contingent on High Court approval in Singapore.

• The extraordinary general meeting is scheduled for November 2, 2026, with multiple voting methods available.

Board of directors and corporate governance

• Spinco’s board will be composed of experienced executives and independent directors, with staggered three-year terms and committees for audit, compensation, and governance.

• Corporate governance guidelines, director independence standards, and exclusive forum provisions are established in the new bylaws and certificate of formation.

• Overlap in board membership between Flex and Spinco is addressed with conflict-of-interest procedures.