Fly-E Group (FLYE) Proxy Filing summary

Executive summary

• Special Meeting scheduled for September 15, 2025, to vote on a reverse stock split and potential adjournment if needed.

• Reverse stock split ratio proposed between 1-for-2 and 1-for-20, at Board's discretion, to be implemented within one year if approved.

• Main goal is to increase share price to maintain Nasdaq listing and improve marketability and liquidity.

• Board recommends voting FOR both proposals.

Voting matters and shareholder proposals

• Two proposals: (1) Reverse Split Proposal to amend the Charter for a reverse stock split; (2) Adjournment Proposal to allow meeting adjournment if more time is needed for vote solicitation.

• Reverse Split requires majority of outstanding shares; Adjournment requires majority of shares present or represented by proxy.

• Abstentions and broker non-votes count as AGAINST for Reverse Split; only abstentions count as AGAINST for Adjournment.

• Board unanimously recommends FOR both proposals.

Board of directors and corporate governance

• Board has full discretion on whether and when to implement the reverse split within one year of approval.

• Board may abandon the reverse split at any time before it becomes effective, even if approved by shareholders.

• List of shareholders entitled to vote is available for inspection 10 days prior to the meeting.