Zoomcar (ZCAR) Proxy Filing summary

Executive summary

• Special Meeting scheduled for February 18, 2025, to vote on six key proposals, including private placements, equity plan amendments, consultant compensation, a reverse stock split, and potential adjournment.

• Board unanimously recommends voting in favor of all proposals to support capital raising, compliance, and corporate flexibility.

• Proposals are designed to comply with Nasdaq Listing Rules and address capital structure, compensation, and listing requirements.

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.

• Proposal 2: Approve up to $30M private placement to accredited investors, including issuance to CEO and consultant, potentially 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 reverse stock split at a ratio between 1-for-2 and 1-for-20, at Board's discretion.

• Proposal 6: Approve adjournment of the meeting if more time is needed to solicit votes.

Board of directors and corporate governance

• Board fixed December 30, 2024, as the record date for voting eligibility.

• Board and executive officers hold a small percentage of outstanding shares; largest shareholder is Ananda Trust.

• Board has authority to determine reverse split ratio and timing.