Mistras Group (MG) Proxy filing summary

Executive summary

• Announced agreement for acquisition by H.I.G. Capital, with the company to become a wholly owned subsidiary of Athena Purchaser, LLC following a merger.

• H.I.G. Capital brings over 30 years of investment experience and is expected to provide financial resources and flexibility for future growth.

• Existing business operations and partner relationships are expected to remain unchanged during the transition.

• Communications emphasize that the transaction is subject to shareholder approval and regulatory consents.

Voting matters and shareholder proposals

• A special meeting of stockholders will be called to vote on the proposed merger and related matters.

• Proxy materials, including a preliminary and definitive proxy statement, will be filed with the SEC and distributed to shareholders.

• Shareholders are urged to review proxy materials carefully before voting.

Board of directors and corporate governance

• Directors and executive officers may be considered participants in the proxy solicitation for the merger.

• Information about directors, executive officers, and their security ownership is available in recent SEC filings.