Splash Beverage Group (SBEV) Proxy Filing summary

Executive summary

• Special Meeting scheduled for July 31, 2024, to approve the issuance of common stock exceeding 20% of current outstanding shares due to conversion of Convertible Notes and Warrants issued on May 1, 2024.

• The transaction involves up to 10,175,000 shares, including Commitment Shares, and is subject to NYSE American Rule 713, requiring shareholder approval.

• Proceeds from the share issuance will be used primarily for working capital.

• If not approved, the company will seek approval at subsequent meetings until either approval is obtained or the securities expire.

Voting matters and shareholder proposals

• Only one proposal is up for vote: approval of share issuance exceeding 19.99% of outstanding shares due to Convertible Notes and Warrants.

• Board unanimously recommends voting FOR Proposal 1.

• Proposal 1 requires a majority of shares present at the meeting for approval; abstentions and broker non-votes do not count for or against.

• No other business is currently anticipated at the meeting.

• Shareholders may submit proposals for the 2024 Annual Meeting if received in compliance with SEC regulations and company bylaws.

Board of directors and corporate governance

• Proxy solicitation is managed by the Board, with CEO Robert Nistico and CFO Julius Ivancsits named as proxies.

• Board members, officers, and employees may solicit proxies without additional compensation.

• Beneficial ownership table discloses holdings of directors, officers, and principal stockholders as of June 12, 2024.