Flex Ltd

Proposal 1 asks shareholders to authorize a one-for-one bonus issuance of new Flex ordinary shares to holders of record on a future Record Date. The issuance would capitalize up to an unspecified amount from Flex reserves, retained earnings, or other legally available amounts and apply that amount toward fully paying the Bonus Shares. The proposal is structured as an ordinary resolution requiring a simple majority of shares present and voting. The Bonus Shares would rank pari passu with existing Flex shares and would be treated as an increase in issued and paid-up share capital rather than income. Although the shares would be allotted and issued, they are intended to be cancelled immediately afterward under the related Capital Reduction. Thus, shareholders would not retain additional Flex shares or experience a lasting change in their Flex share count from the bonus issuance itself. The capitalization is a technical step under Singapore law because the amount returned through the Capital Reduction must form part of Flex’s share capital. Approval is inter-conditional with Proposal 2 and is also subject to High Court approval of the Capital Reduction. The Board unanimously recommends a vote FOR because the authorization is necessary to implement the proposed spin-off and distribution.

Proposal 2 asks shareholders to approve the court-approved Capital Reduction required to effect Flex’s planned separation of its Cloud and Power Infrastructure business. Flex would reduce issued share capital by up to USD6 billion, with the final Singapore-dollar amount determined by reference to the value of the Spinco shares distributed and the applicable exchange rate. The reduction would first cancel all Bonus Shares issued under Proposal 1 and then return the corresponding capital value through an in specie distribution of approximately 88% to 94% of Spinco’s common stock. The distribution would be made pro rata to Flex shareholders of record, with cash paid instead of fractional Spinco shares. The transaction would leave Flex shareholders owning their existing Flex shares while also receiving Spinco shares, and Flex would initially retain approximately 6% to 12% of Spinco. Approval requires at least three-fourths of the Flex ordinary shares present and voting and is expressly contingent on approval of the Bonus Issuance. The proposal also requires High Court approval in Singapore, effective Spinco registration and listing arrangements, tax and solvency opinions, and satisfaction or waiver of other closing conditions. The Board recommends a vote FOR because it believes the separation will create two focused public companies, improve management and capital allocation focus, provide distinct acquisition currencies, and unlock long-term shareholder value despite execution, cost, financing, tax, and market risks.