SOBR Safe (SOBR) Proxy Filing summary

Executive summary

• Special Meeting scheduled for December 9, 2024, to vote on three key proposals impacting capital structure and Nasdaq compliance.

• Proposals include approval of share issuance related to a recent private placement, a potential reverse stock split, and adjournment flexibility for additional proxy solicitation.

• Board recommends voting in favor of all proposals to support corporate objectives and maintain Nasdaq listing.

• Voting can be conducted online, by phone, mail, or during the virtual meeting.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of up to 29,011,695 shares of common stock upon exercise of warrants from an $8.2 million private placement.

• Proposal 2: Grant Board discretion to implement a reverse stock split (1:2 to 1:10) by December 31, 2025, if needed for Nasdaq listing compliance.

• Proposal 3: Approve adjournment of the meeting to solicit more proxies if needed for quorum or proposal approval.

• Board unanimously recommends voting FOR all proposals.

• Shareholder proposals for the 2025 annual meeting must be submitted by March 5, 2025.

Board of directors and corporate governance

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

• Directors and officers collectively own 2.3% of outstanding common stock as of October 18, 2024.

• No director or officer beneficially owns more than 1.2% individually.