Zoomcar (ZCAR) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for September 26, 2024, to be held virtually, with voting on key proposals including director elections, a reverse stock split, approval of Bridge Warrants, and auditor ratification.

• 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.

Voting matters and shareholder proposals

• Proposals include re-election of two directors, a reverse stock split (ratio between 1-for-50 and 1-for-150), approval of Bridge Warrants, and ratification of Grant Thornton Bharat LLP as auditor.

• Approval of Bridge Warrants could result in issuance of up to 73% of current outstanding shares, with potential for further dilution.

• The reverse split is intended to help maintain Nasdaq listing by raising the share price above $1.00.

• Voting is available online, by phone, mail, or during the virtual meeting.

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.

• A code of ethics and insider trading policy are in place.

• Board diversity matrix provided, with one female director and representation from Asian and Hispanic backgrounds.