T1 Energy (TE) Proxy filing summary

Executive summary

• Special Meeting scheduled for December 3, 2025, to vote on three key proposals impacting capital structure and compliance with U.S. tax laws.

• Proposals include issuing shares for convertible note conversion, amending the Certificate of Incorporation to limit foreign ownership, and increasing authorized common stock.

• Board unanimously recommends approval of all proposals, citing strategic, regulatory, and operational benefits.

• Voting can be conducted online, by mail, or during the virtual meeting, with detailed procedures for both record and beneficial owners.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of 17,918,460 shares of common stock for convertible note conversion, required under NYSE rules.

• Proposal 2: Amend Certificate of Incorporation to establish limits on foreign ownership, ensuring compliance with the One Big Beautiful Bill Act and eligibility for clean energy tax credits.

• Proposal 3: Amend Certificate of Incorporation to increase authorized common stock from 355,000,000 to 500,000,000 shares.

• Voting thresholds: Majority required for Proposals 1 and 3; two-thirds majority for Proposal 2.

• Stockholder proposals for the 2026 annual meeting must be submitted by January 23, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• Seller (Trina Solar Schweiz AG) entitled to nominate up to two directors based on shareholding thresholds.

• Seller-nominated director Mingxing Lin appointed to the board at closing of the acquisition.

• Seller’s board nominees may serve on nominating, governance, and compensation committees if independence criteria are met.