Avidbank Holdings Inc

This agenda item is a procedural, catch‑all proposal that authorizes consideration of any matters that properly come before the meeting but are not specifically enumerated in the proxy materials. It does not present a discrete substantive change to governance, compensation, or corporate structure, and the Company states it does not currently intend to present any other matters. From a governance perspective, this item grants the Board and proxy holders discretion to vote on unforeseen or procedural motions, adjournments, or ministerial matters, which can be important for meeting quorum requirements and handling logistical issues. Because the Board has instructed proxies to vote for identified matters and retains authority to vote on other business as it deems appropriate, shareholders who do not provide specific instructions may effectively cede decisions on any unexpected items to management or the Board. The practical risk to shareholders is typically low—such items are ordinarily procedural—however, in exceptional cases this catch‑all could be used to bring up controversial or time‑sensitive matters without prior disclosure, creating governance and disclosure concerns. Shareholders concerned about potential unforeseen actions should consider providing explicit voting instructions or attending the meeting to vote in person. The Company’s proxy materials emphasize that the Board does not expect additional proposals, reducing the immediacy of risk, but the item nonetheless preserves flexibility for the Company to address matters that may arise. Overall, while routine in public company practice, this item is materially a delegation of authority and warrants shareholder awareness even though it rarely results in substantive independent action.