Zoomcar (ZCAR) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually in 2024 to vote on director elections, a reverse stock split, approval of Bridge Warrants, auditor ratification, and other business.

• The Board unanimously recommends voting in favor of all proposals and director nominees.

• Only stockholders of record as of July 29, 2024, are entitled to vote.

• Proxy materials include the proxy statement, annual report, and proxy card, with voting available online, by phone, mail, or at the meeting.

Voting matters and shareholder proposals

• Proposals include re-election of two directors, a reverse stock split, approval of Bridge Warrants, and auditor ratification.

• The reverse stock split aims to maintain Nasdaq listing by increasing share price above $1.00.

• Approval of Bridge Warrants could result in issuance of up to 73% of current outstanding shares, causing significant dilution.

• Auditor ratification concerns Grant Thornton Bharat LLP for the fiscal year ending March 31, 2025.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• The Board consists of seven members divided into three classes, with staggered three-year terms.

• Five directors are considered independent under Nasdaq rules.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined responsibilities.

• The Board met 17 times in the last fiscal year; committee attendance was high.

• A code of ethics and insider trading policy are in place; a clawback policy was adopted in December 2023.