Nomad Power Solutions Inc

This proposal requests shareholder approval to permit conversion of the Series D Non‑Voting Convertible Preferred Stock issued in connection with the June 2026 merger with NOMAD into common stock in excess of the 19.99% Exchange Cap required by Nasdaq Listing Rules 5635(a) and 5635(b). The Merger issued 50,366.07 shares of Series D Preferred Stock convertible at $1.00 per share into 50,366,070 common shares — representing approximately 72.6% of pre‑merger common shares — such that conversion without approval would exceed Nasdaq thresholds and potentially constitute a change of control. Management seeks approval because (i) the Merger Agreement obligates the Company to seek approval and failure to obtain it could trigger contractual penalties or require the Company to pay a cumulative 7% per‑annum accruing dividend on the Preferred Stock, (ii) full conversion would simplify capital structure and increase potential trading liquidity, and (iii) the Board, after consulting advisors, determined the terms were negotiated at arm’s length and commercially reasonable. The company also entered into stockholder support agreements covering 6,280,883 shares to help secure votes. Against these benefits, the conversion would be highly dilutive to existing holders (illustratively reducing existing holders’ pro‑rata ownership to ~35.6% on a fully‑converted basis) and could exert downward pressure on market price if large volumes are sold. The Board recommends a vote FOR to satisfy Nasdaq requirements, fulfill the Merger Agreement, avoid the accruing dividend and contractual defaults, and to implement the intended post‑merger capital structure despite the substantial dilution risk to current shareholders.

This management proposal asks shareholders to approve a 3,500,000‑share increase in the company’s 2020 Stock Incentive Plan reserve (to be effective upon approval of Proposal 1). Management argues the increase is necessary to continue granting equity awards used to attract, retain and motivate employees, directors and consultants, particularly given the company’s negative operating cash flows and historical losses that make equity an important component of compensation. The Compensation Committee considered dilutive impact, historical burn rate and overhang, remaining shares under the current plan, strategic growth plans and the competitive market for talent; it also notes the plan lacks an evergreen provision to prevent automatic future increases. If not approved, management warns the company would face constraints on grant activity, increased reliance on cash compensation that would further strain limited cash resources, and potential difficulties in talent retention and recruitment. The Board recommends FOR, while acknowledging dilution concerns and committing ongoing oversight via the Compensation Committee to manage grant levels and maximize stockholder value. The proposed amendment does not otherwise change substantive plan terms and maintains limits such as the ISO cap; it will remain subject to the Plan’s governance and anti‑dilution adjustment provisions.