SOBR Safe (SOBR) Proxy Filing summary

Executive summary

• Special Meeting of Stockholders scheduled for July 22, 2024, to be held virtually for voting on two key proposals.

• Proposals include approval for issuance of up to 20,638,326 shares of common stock upon exercise of a new warrant and potential adjournment of the meeting to solicit more proxies if needed.

• The new warrant was issued as part of an inducement agreement and is subject to Nasdaq Rule 5635(d) requiring shareholder approval due to its size and pricing.

• Failure to approve the share issuance will require repeated special meetings every 60 days until approval or expiration of the warrant.

• Board of Directors recommends voting in favor of both proposals.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of up to 20,638,326 shares of common stock at $0.27 per share upon exercise of a new warrant, as required by Nasdaq rules.

• Proposal 2: Approve adjournment of the meeting to solicit additional proxies if there are insufficient votes or lack of quorum.

• Both proposals require a majority of shares present or represented by proxy to pass; abstentions count as votes against, broker non-votes have no effect.

• No appraisal rights are available to stockholders for these proposals.

• Stockholder proposals for the 2025 annual meeting must be submitted by March 5, 2025, unless the meeting date changes significantly.

Board of directors and corporate governance

• Board consists of six members, including CEO David Gandini and CFO Christopher Whitaker.

• Directors and officers as a group own 6.4% of outstanding common stock as of June 18, 2024.

• No current arrangements are in place that would result in a change of control.