Zoomcar (ZCAR) Proxy Filing summary

Executive summary

• Special Meeting scheduled for February 2025 to address key corporate actions and capital structure changes.

• Board unanimously recommends voting in favor of all proposals, which include significant equity and governance matters.

• Proposals address private placements, equity plan amendments, consultant compensation, a reverse stock split, and meeting adjournment flexibility.

Voting matters and shareholder proposals

• Approval sought for private placements exceeding 20% of outstanding shares, involving both institutional and accredited investors, to comply with Nasdaq rules.

• Proposal to amend the 2023 Equity Incentive Plan to increase reserved shares by 15% of outstanding shares as of March 31, 2025.

• Approval requested for issuance of shares to a consultant as partial compensation.

• Proposal for a reverse stock split at a ratio between 1-for-2 and 1-for-20, at the Board's discretion, to maintain Nasdaq listing compliance.

• Adjournment proposal allows the meeting to be postponed if more time is needed to solicit votes.

Board of directors and corporate governance

• Board recommends all proposals and has authority to determine the reverse split ratio and timing.

• Board and executive officers' beneficial ownership disclosed, with largest individual holding at 1.0% and a 5%+ stockholder holding 8.5%.

• Board has adopted policies for approval of related party transactions and oversight by the audit committee.