Graphjet Technology (GTI) Proxy Filing summary

Executive summary

• An extraordinary general meeting is scheduled for July 30, 2025, to address urgent corporate actions related to Nasdaq listing compliance.

• The meeting will be held virtually, allowing shareholders to vote and submit questions online or by phone.

• The main purpose is to approve share capital reorganization, share consolidation, and amendments to the company's charter to maintain Nasdaq listing.

• The board unanimously recommends voting in favor of all proposals.

• Failure to approve the proposals could result in delisting from Nasdaq and adverse effects on liquidity and capital raising.

Voting matters and shareholder proposals

• Four proposals will be voted on: (1) Share Capital Reorganization, (2) Share Consolidation, (3) Charter Amendment, and (4) Adjournment if needed.

• Share Capital Reorganization will reclassify all share classes into a single class of 500,000,000 Class A Ordinary Shares.

• Share Consolidation will consolidate shares at a ratio between 1-for-50 and 1-for-150, with the exact ratio set by the board.

• Charter Amendment will adopt new memorandum and articles reflecting the above changes.

• Adjournment Proposal allows the meeting to be postponed if more time is needed for solicitation or if proposals become unnecessary.

• Approval thresholds: ordinary resolutions for proposals 1, 2, and 4; special resolution (two-thirds majority) for proposal 3.

Board of directors and corporate governance

• The board is authorized to determine the exact share consolidation ratio and timing, providing flexibility to respond to market conditions.

• Directors are divided into three classes with staggered terms, and the company must maintain a minimum number of independent directors per exchange rules.

• The amended articles provide for board committees, including audit, compensation, and nominating/governance committees.