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 proposal allows a ratio between 1-for-2 and 1-for-20, at the Board's discretion, to be implemented within one year.

• 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 Amendment to effect a reverse stock split; (2) Adjournment Proposal to allow meeting adjournment for further proxy solicitation if needed.

• 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 of directors and corporate governance

• Board has full discretion on timing and ratio of the reverse split within one year of approval.

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

• Board unanimously recommends approval of both proposals.