Aeries Technology (AERT) Proxy Filing summary

Executive summary

• The annual general meeting is scheduled for March 3, 2026, both virtually and in person, with voting on key proposals including director appointments, auditor selection, share consolidation, and amendments to the Articles.

• The board unanimously recommends voting in favor of all proposals, which are designed to enhance governance, maintain compliance, and support future growth.

• Shareholders of record as of January 28, 2026, are entitled to vote, with detailed instructions provided for both record and beneficial owners.

Voting matters and shareholder proposals

• Proposals include appointing four directors, ratifying the selection of Manohar Chowdhry & Associates as auditor, authorizing a share consolidation up to a 1:10 ratio, and amending the Articles to reflect these changes.

• Amendments to Section 26.1 of the Articles are proposed to adjust board size and independence requirements.

• Shareholders may submit additional proposals or nominations for the next annual meeting, with deadlines and procedures outlined.

Board of directors and corporate governance

• The board consists of five directors divided into three classes, with staggered terms and a majority of independent directors.

• The company qualifies as a "controlled company" under Nasdaq rules due to the Class V share's voting rights, allowing certain governance exemptions.

• Committees include audit, compensation, and nominating/governance, each with defined responsibilities and independent members.

• The board has adopted a Code of Ethics and Insider Trading Policy, and provides for director and officer indemnification.