Nuvve (NVVE) Proxy Filing summary

Executive summary

• Special Meeting scheduled for December 29, 2025, to be held virtually, allowing shareholders to participate online, submit questions, and vote electronically.

• Record date for voting eligibility is November 19, 2025, with 44,626,574 shares of Common Stock outstanding as of that date.

• Proxy materials are available online and by mail, with multiple voting methods provided, including internet, phone, mail, and live during the meeting.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of 19.99% or more of outstanding Common Stock in connection with the Securities Purchase Agreement and Common Shares Purchase Agreement, including conversion of Series A Preferred Stock and exercise of warrants.

• Proposal 2: Approve amendment to increase authorized Common Stock from 200,000,000 to 400,000,000 shares.

• Proposal 3: Approve adjournment of the Special Meeting if necessary to solicit additional proxies.

• Board recommends voting FOR all proposals.

• Stockholders may submit other business or proposals in accordance with advance notice provisions in the bylaws.

Board of directors and corporate governance

• Board unanimously recommends approval of all proposals.

• Chairperson of the Board is Jon M. Montgomery.

• Stockholders can communicate with the Board or committee chairpersons via the Corporate Secretary.