Volato Group (SOAR) Proxy Filing summary

Executive summary

• Special Meeting scheduled for April 15, 2025, to be held virtually, with stockholders able to vote and ask questions online.

• Record date for voting is March 18, 2025; 1,900,893 shares of common stock are eligible to vote.

• Meeting will address two main proposals: approval of a significant share issuance and potential adjournment if more time is needed for voting.

• Proxy materials are available online, and multiple voting methods are provided, including internet, phone, mail, and during the meeting.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for issuing 20% or more of outstanding shares under a Securities Purchase Agreement with JAK Opportunities IX LLC, including shares from convertible notes.

• Proposal 2 requests authorization to adjourn the meeting if more time is needed to solicit votes for Proposal 1.

• Board recommends voting FOR both proposals.

• Approval of Proposal 1 is required to comply with NYSE American LLC rules and to enable full conversion of notes.

• Failure to approve Proposal 1 may trigger cash payment obligations and limit future financing options.

Board of directors and corporate governance

• Board is responsible for soliciting proxies and recommends approval of both proposals.

• Board members and executive officers collectively own 19.12% of outstanding shares.

• Recent resignations include the former Chief Commercial Officer and a director.