Graphjet Technology (GTI) Proxy Filing summary

Executive summary

• Shareholders are called to an extraordinary general meeting on July 24, 2025, to vote on key proposals affecting share structure and governance.

• The meeting is virtual, allowing participation and voting online or by phone.

• The proposals aim to address Nasdaq listing deficiencies and maintain the company's listing status.

• Board unanimously recommends voting in favor of all proposals.

• Forward-looking statements highlight risks related to compliance, delisting, and market conditions.

Voting matters and shareholder proposals

• Four proposals: Share Capital Reorganization, Share Consolidation, Charter Amendment, and Adjournment.

• Share Capital Reorganization: re-designate all share classes into a single class of 500,000,000 Class A Ordinary Shares.

• Share Consolidation: consolidate shares at a ratio between 1-for-50 and 1-for-150, ratio to be set by the Board.

• Charter Amendment: adopt amended and restated memorandum and articles to reflect new share structure.

• Adjournment: allow meeting to be postponed if more time is needed for voting or if proposals become unnecessary.

Board of directors and corporate governance

• Board has authority to determine the exact share consolidation ratio and timing.

• Directors are divided into three classes with staggered terms; removal possible by shareholder or board resolution.

• Board can appoint alternate directors and delegate powers to committees.

• Board may call meetings, set agendas, and regulate proceedings as deemed fit.