Flex Ltd

1. 1

   Approval of the Capitalization of Reserve Accounts and Profit and Loss Accounts or Otherwise Available for Distribution in Connection with Bonus Issuance of Ordinary Shares

   ManagementBoard: FOR

   Approve the capitalization of up to USD 5.5 billion from reserves, profit and loss accounts, or other distributable amounts to issue one fully paid Bonus Share for every existing Flex ordinary share, subject to the Capital Reduction and Distribution Proposal and High Court approval; the Bonus Shares would then be cancelled in the capital reduction.

   More detail

   Proposal 1 asks shareholders to authorize Flex to capitalize up to USD 5.5 billion of reserves, profit and loss accounts, or other distributable amounts. The capitalized amount would be applied to issue one fully paid Bonus Share for every existing Flex ordinary share held on a future Record Date. The proposal is primarily a Singapore-law mechanics measure rather than an economic stock dividend intended to leave shareholders with more Flex shares. The Bonus Shares would rank pari passu with existing shares when issued, but they are expressly intended to be cancelled immediately afterward as part of the court-approved Capital Reduction. Flex explains that the Capital Reduction amount returned to shareholders must form part of Flex’s share capital, necessitating the preceding capitalization. The authority is discretionary and may be exercised through August 31, 2027, with the exact Singapore-dollar amount determined using the Monetary Authority of Singapore exchange rate. Approval is contingent on the Capital Reduction and Distribution Proposal, and the two resolutions are inter-conditional, so failure of either prevents the spin-off. The Board recommends a FOR vote because the Bonus Issuance is a necessary step to implement the planned distribution of approximately 88% to 94% of Axiom’s common stock. The proposal also authorizes directors and authorized officers to complete, modify, execute, ratify, and confirm documents and actions needed to implement the capitalization.

2. 2

   Approval of the Capital Reduction and Distribution in Specie

   ManagementBoard: FOR

   Approve a court-approved capital reduction of up to USD 6.3 billion, effected by cancelling the Bonus Shares and distributing approximately 88% to 94% of Axiom’s common stock held by Flex pro rata to Flex shareholders, subject to High Court approval and related conditions.

   More detail

   Proposal 2 asks shareholders to approve a court-supervised reduction of Flex’s issued share capital under Sections 78G and 78I of the Singapore Companies Act. The reduction may be as large as USD 6.3 billion, with the final Singapore-dollar amount based principally on the value of Axiom shares being distributed and the applicable exchange rate. The transaction would first cancel the Bonus Shares issued under Proposal 1 and then return the reduction amount to Flex shareholders through an in specie distribution. Shareholders would receive approximately 88% to 94% of the Axiom common stock held by Flex, pro rata based on Flex shares held on the Record Date, with cash paid for fractional entitlements. The proposal is the central corporate action implementing the planned separation of Flex’s Cloud and Power Infrastructure business into Axiom, while Flex retains approximately 6% to 12% initially. Management argues that the separation will create two focused companies, simplify investment profiles, improve management focus, enable tailored capital allocation, and provide separate acquisition currencies. The proposal requires at least three-fourths of Flex ordinary shares present and voting and is also subject to approval by the High Court of Singapore. It is inter-conditional with Proposal 1, meaning neither the capitalization nor the distribution can proceed if either resolution fails. The Board unanimously recommends voting FOR, while retaining discretion over the timing, exact amount, distribution ratio, and whether to proceed subject to the stated conditions.

3. 3

   Approval of the Additional Annual Cash Compensation Payable to the Lead Independent Director

   ManagementBoard: FOR

   Approve additional annual compensation of $50,000 for Flex’s Lead Independent Director, in addition to regular director and committee compensation, with the Lead Independent Director able to elect payment in Flex shares, cash, or a combination.

   More detail

   Proposal 3 asks shareholders to authorize an additional annual compensation amount of $50,000 for Flex’s Lead Independent Director. The payment would be in addition to the regular compensation received for board membership and committee service, including committee chair service. The Lead Independent Director may elect to receive the amount in Flex shares, cash, or a combination of the two. Flex is seeking the approval because, after the spin-off, Revathi Advaithi is expected to become non-executive Chair while remaining non-independent due to her immediately prior CEO service. The Board therefore intends to establish a Lead Independent Director role to provide independent oversight, preside over executive sessions, serve as liaison to the Chair and CEO, and provide input on board agendas. The Nominating, Governance and Public Responsibility Committee reviewed market practices with the assistance of independent compensation consultant FW Cook. Under the Singapore Companies Act, shareholder approval is required for compensation paid to directors for services in their director capacity. The proposal does not change other previously approved compensation arrangements for non-employee directors. The Board believes the additional payment will help attract and retain a qualified Lead Independent Director and strengthen governance during the post-spin-off transition. The Board recommends a FOR vote.

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When is the Flex Ltd 2026 special meeting?

Flex Ltd (FLEX) holds its 2026 special shareholder meeting on Monday, November 2, 2026.

What is the record date for the Flex Ltd 2026 meeting?

The record date for the Flex Ltd 2026 meeting is Thursday, September 24, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Flex Ltd's 2026 meeting?

The board is presenting 8 director nominees at the Flex Ltd 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Flex Ltd 2026 meeting?

Shareholders will vote on 3 proposals at the Flex Ltd 2026 meeting, each tagged with who proposed it and the board's recommendation.