Zoomcar (ZCAR) Proxy Filing summary

Executive summary

• Special Meeting scheduled for February 7, 2025, to vote on five key proposals impacting capital structure, compensation, and governance.

• Proposals include approval of large private placements, equity plan amendments, and issuance of shares to a consultant.

• Board unanimously recommends voting in favor of all proposals.

• Voting is open to shareholders of record as of December 30, 2024, with multiple voting methods available.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of common stock and warrants to institutional investors, potentially exceeding 20% of outstanding shares, and issuance to a former director if deemed compensation.

• Proposal 2: Approve up to $30M in securities to accredited investors, including warrants and shares to the Acting CEO and a consultant, possibly exceeding 20% of shares.

• Proposal 3: Amend 2023 Equity Incentive Plan to increase reserved shares by 15% of outstanding shares as of March 31, 2025.

• Proposal 4: Approve issuance of shares to a consultant as part of compensation.

• Proposal 5: Approve adjournment of the meeting if more time is needed to solicit votes.

Board of directors and corporate governance

• Board recommends voting for all proposals and has set policies for related party transactions.

• Board and audit committee review related party transactions to minimize conflicts of interest.

• Board has adopted a written related person transaction policy and requires audit committee review.