Graphjet Technology (GTI) Proxy Filing summary

Executive summary

• Shareholders are called to an Extraordinary General Meeting to vote on proposals critical to maintaining the company's Nasdaq listing, including share capital reorganization, share consolidation, and charter amendments.

• The board unanimously recommends voting in favor of all proposals, citing the need to address Nasdaq listing deficiencies and avoid delisting.

• The company has received multiple deficiency notices from Nasdaq regarding minimum bid price, delayed filings, market value of listed securities, and market value of publicly held shares.

• Failure to approve the proposals could result in delisting, reduced liquidity, limited market quotation, and decreased ability to raise capital.

• Forward-looking statements highlight risks related to compliance, reporting delays, and the outcome of the Nasdaq hearing.

Voting matters and shareholder proposals

• Proposal 1: Re-designation and re-classification of all share classes into a single class of Class A Ordinary Shares.

• Proposal 2: Share consolidation at a ratio between 1-for-70 and 1-for-120, with the exact ratio to be set by the board.

• Proposal 3: Adoption of amended and restated memorandum and articles of association to reflect the above changes.

• Proposal 4: Adjournment of the meeting if necessary to solicit more votes or if the board deems it unnecessary to proceed.

• Approval thresholds: Ordinary resolutions require a simple majority; the charter amendment requires two-thirds approval.

Board of directors and corporate governance

• The board has full discretion to determine the share consolidation ratio and timing, considering market and trading conditions.

• Board and management may solicit proxies personally or electronically, with no additional compensation.

• The board asserts no intent to use the share consolidation for anti-takeover purposes.