Graphjet Technology (GTI) Proxy Filing summary

Executive summary

• The annual general meeting is scheduled for December 19, 2025, and will be held virtually, allowing shareholders to attend, vote, and submit questions online or by phone.

• The proxy statement includes proposals on warrant exercise, share issuances, authorized share capital increase, charter amendments, director election, auditor ratification, and potential adjournment.

• The record date for voting is December 11, 2025, and only shareholders of record as of this date are eligible to vote.

• The board unanimously recommends voting “FOR” all proposals.

Voting matters and shareholder proposals

• Proposal 1: Approve exercise of 333,334 warrants by Aiden Lee Ping Wei to purchase 3,333,340 Ordinary Shares, which will dilute existing shareholders but simplify capital structure and comply with Nasdaq rules.

• Proposal 2: Approve issuance of 3,157,000 shares to International Liquidity, LLC as loan collateral and 11,065,513 shares to Tan Chin Teong for property acquisition, both exceeding 20% of current shares and requiring shareholder approval.

• Proposal 3: Increase authorized share capital from $50,000 (8,333,333 shares) to $6,000,000 (1,000,000,000 shares) to provide flexibility for future needs.

• Proposal 4: Amend and restate the memorandum and articles of association to reflect the share capital increase and other administrative changes.

• Proposal 5: Re-elect Chris Lai Ther Wei as Class I director for a three-year term.

• Proposal 6: Ratify Kreit & Chiu, LLP as independent auditor for fiscal years ending September 30, 2024 and 2025.

• Proposal 7: Approve adjournment of the meeting if necessary to solicit more votes or if the board deems it unnecessary to proceed.

Board of directors and corporate governance

• The board is divided into three classes with staggered three-year terms; Chris Lai Ther Wei is nominated for re-election as Class I director.

• The board may appoint directors to fill vacancies and must include the number of independent directors required by applicable law and exchange rules.

• The board has authority to manage the company, delegate powers, and appoint officers and committees.