Nuvve Holding Corp

This management proposal asks shareholders to approve an amendment to the Company’s Certificate of Incorporation granting the Board discretion to effect a reverse stock split at any ratio between 1-for-2 and 1-for-40, with the precise ratio to be chosen by the Board if the proposal is approved. Management seeks this authority primarily to address Nasdaq Listing Rule 5550(a)(2) minimum bid-price noncompliance — a deficiency identified in a Nasdaq notification — and to provide flexibility to set the split ratio in response to prevailing market conditions. The Board believes a reverse split will proportionately decrease the number of shares outstanding and, absent other factors, increase the per-share market price, which could enable the Company to regain and maintain compliance with Nasdaq’s $1.00 minimum bid-price requirement. The proposal preserves the Board’s discretion to implement or not implement the split and to choose the optimal ratio up to 1-for-40; if the Board does not implement the split within one year the authority terminates. Management notes potential benefits such as facilitating financing or strategic transactions and attracting institutional investors, but also discloses risks: no assurance the post-split price will meet or remain above $1.00, potential negative market perception of reverse splits, reduced outstanding shares possibly lowering liquidity and odd-lot trading for small holders, and that the split alone will not change periodic reporting obligations. The reverse split would not change holders’ proportional equity interests (except for fractional-share rounding), but would increase available authorized-but-unissued shares for future issuance absent a concurrent change in authorized shares. The Board unanimously recommends a FOR vote, arguing that the potential to regain Nasdaq compliance and to improve capital structure outweighs the attendant risks and costs. Investors should weigh the procedural flexibility granted to the Board, the recent history of multiple reverse splits at the Company (including 1-for-10 in 2024 and 1-for-40 in 2025), and that Nasdaq could still delist the Company for other reasons even after a split.

This management proposal seeks shareholder approval under Nasdaq Listing Rule 5635 to permit the Company to issue or potentially issue (including via conversion of Series B Preferred Stock) shares in excess of the 20% threshold (818,625 shares) in connection with the Omnia Venture Agreements. The agreements with Omnia and Oelion contemplate issuance of 814,532 shares as consideration and up to $120 million in stated value of Series B Preferred Stock convertible at $1.25 per share (subject to contractual Milestones), which together may be aggregated for Nasdaq calculation purposes and could result in a change of control and significant dilution. Management frames the approval as necessary to allow the Company to proceed with the Cooperation Agreement, managerial services and aggregation services arrangements that provide near-term cash and a pipeline opportunity (e.g., managerial payments of approximately $1.345 million in the first year and potential expansion in Europe). The Board emphasizes that issuance is conditioned on both shareholder approval and Omnia’s satisfaction of contractual conditions and Milestones, which the Company cannot fully control and which may require litigation if disputed. The Board did not obtain a fairness opinion, citing cost and limited resources, but believes the transaction is fair and in the Company’s best interests. The Company discloses material risks: substantial dilution to existing stockholders, a resulting change of control with Omnia potentially able to elect directors and approve matters by majority vote upon conversion, adverse impact on market price and voting power, and incidental anti-takeover effects. If shareholders do not approve, the Preferred Stock Consideration will not be issued and Omnia may cease performance under the agreements, jeopardizing the business expansion opportunities; conversely, approval enables the Company to pursue the contemplated project and services under the Omnia Venture Agreements. The Board unanimously recommends a FOR vote, arguing the strategic and financial benefits outweigh dilution risks, but investors should evaluate the potential for change in control, significant dilution, the absence of a fairness opinion, and the contingency of milestone performance by Omnia.

The management-backed Adjournment Proposal asks shareholders to authorize adjournment of the Special Meeting to allow the Company to solicit additional proxies or to establish a quorum if there are insufficient votes to approve Proposal 1 or Proposal 2 or to achieve quorum. The proposal grants the holders of proxies solicited by the Board discretion to vote to adjourn the meeting and any subsequent adjournments, enabling the Company to pause action and continue outreach to shareholders. Management argues this procedural flexibility is necessary to protect shareholders’ and the Company’s interests by providing time to secure approval for the strategic Omnia transaction and for a Nasdaq-compliance-driven reverse split; it is presented as a contingency. The Company discloses that approval could permit adjournment even when a substantial number of votes opposing a proposal have been received, allowing further solicitation to change votes — a tactic that could influence the outcome. The proposal requires an affirmative majority of votes present or represented to pass and is presented as a routine meeting management tool; the Board unanimously recommends FOR. Investors should consider that while the mechanism is common, it can extend solicitation and potentially change vote outcomes, and appreciate that in this context adjournment directly serves management’s objectives on two consequential, dilutive, and control-sensitive proposals.