Fingermotion Inc

This proposal asks stockholders to approve, under Nasdaq Listing Rule 5635(d), the issuance of 19.99% or more of the Company’s outstanding common stock to an institutional investor upon conversion of a $5.0 million senior secured convertible note. Management seeks this approval because the Note’s conversion mechanics and the potential number of Conversion Shares could exceed the Exchange Cap, and Nasdaq rules require stockholder approval for issuances equal to 20% or more of outstanding shares at a price below the Nasdaq-defined Minimum Price. The Note contains an initial fixed conversion price of $0.94, monthly conversion mechanics allowing conversion of up to $1,000,000 per monthly period at a Redemption Conversion Price that may be 90% of the lowest VWAP during a specified lookback, a Floor Price mechanism, and a 9.99% beneficial ownership conversion limitation; it is secured by a first-priority lien on substantially all personal property and accompanied by registration rights to file a resale registration for 200% of the maximum Conversion Shares. The Company received a discounted cash amount at closing and retained additional funds pending effectiveness of a resale registration statement; accordingly the financing mixes equity dilution risk with immediate working capital. If stockholder approval is not obtained, conversions may be limited by the Exchange Cap and the Investor may require cash redemptions for monthly conversion amounts, which would impose cash payment obligations at a 7.5% premium, increasing near-term liquidity pressure. The Board highlights that approval preserves the Company’s ability to satisfy conversion terms in shares rather than cash, reduces the risk of adverse default or cash drain, and supports completion of the financing structure embodied in the Purchase Agreement, Note, Registration Rights Agreement, and Security Agreement. At the same time, the Board acknowledges the dilutive effect and potential downward pressure on the trading price from additional freely tradable shares entering the market. Given these trade-offs, the Board unanimously recommends a vote FOR the proposal as necessary to implement the financing on the agreed terms while managing the Company’s liquidity and contractual obligations.

This is a catch-all, procedural item that permits the meeting to consider any additional matters properly presented at the Special Meeting or any adjournment. No specific additional proposals have been submitted as of the Record Date, and the proxy holders have discretionary authority to vote on incidental matters not described in the proxy statement. The proxy statement states that if no choice is specified, proxies will be voted FOR all matters set forth in the Notice of Meeting, but for truly unforeseen matters the named proxyholders will exercise their best judgment. Because the item is open-ended, its substance and potential impact are unknown and typically non-material; such matters often relate to procedural, ministerial or adjournment issues. Broker non-votes may occur on non-routine matters if brokers lack discretionary authority, but in practice this provision is unlikely to change the outcome for any substantive item because the Company is not aware of other matters to be presented. Stockholders should consider that no specific recommendation is provided for unspecified future matters, and the Board has not presented supporting analysis for hypothetical items. The practical effect is to provide governance flexibility to address unanticipated but properly presented business at the meeting, with voting outcomes dependent upon the nature of any such proposals, the instructions of beneficial owners, and the proxyholders' discretion.