Sadot Group (SDOT) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually in 2025 to vote on key proposals, including director elections, auditor ratification, amendments to the articles of incorporation, equity incentive plans, and several share issuances tied to financing and settlement agreements.

• A reverse stock split at a 1-for-10 ratio was effected in September 2025, consolidating shares and adjusting all share amounts and prices accordingly.

• Proxy materials are distributed electronically to reduce costs and environmental impact, with voting available online, by phone, or by mail.

Voting matters and shareholder proposals

• Proposals include electing five directors, ratifying Kreit & Chiu CPA LLP as auditor, increasing authorized common stock from 2,000,000 to 250,000,000, approving the 2025 Equity Incentive Plan, and authorizing share issuances to Helena, December 2024 Purchasers, October 2024 Purchaser, and Aggia LLC FZ.

• Each proposal has specific voting requirements, with most requiring a majority of votes cast, except the amendment to increase authorized shares, which requires a majority of all outstanding shares.

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

Board of directors and corporate governance

• The board consists of five members, with four deemed independent under Nasdaq rules; Liat Franco serves as Chairperson.

• Committees include Audit, Compensation, Sustainability (currently vacant), and Nominating and Corporate Governance.

• The board met five times in 2024, with all directors attending at least 80% of meetings, except two who resigned.

• Stockholder communications are facilitated through the Secretary, and the board encourages director attendance at annual meetings.