Origin Materials Inc

This proposal asks shareholders to authorize the Company’s complete liquidation and dissolution under the attached Plan of Dissolution, thereby permitting the Board to file a Certificate of Dissolution and commence winding up of the Company’s affairs. Management is pursuing shareholder approval because the Board, after a strategic review with RBC and other advisors, concluded that there are no viable strategic transactions or financing alternatives likely to provide greater value to shareholders than an orderly dissolution. The Plan contemplates selling remaining non-cash assets, satisfying known liabilities, establishing a contingency reserve (estimated at approximately $2.0 million), and making an initial liquidation distribution estimated between $0.61 and $3.54 per share (based on stated assumptions), with potential additional distributions thereafter. The Board retains discretion as to timing of filing the Certificate of Dissolution and may abandon or delay dissolution prior to filing if a superior alternative emerges, which provides a partial safeguard for shareholders. Notable governance and compensation considerations include termination of equity plans, treatment of outstanding awards, severance and a Management Incentive Plan designed to align management with maximizing asset sale proceeds, and continuing indemnification and insurance provisions for directors and officers. There are material tax and legal complexities: distributions are intended to be treated as exchanges for stock under Section 331 (but could alternatively be treated as dividends), liquidation may trigger U.S. federal, state and local taxes, and under Delaware law stockholders could be exposed to limited liability for claims if contingency reserves prove inadequate. The Board’s recommendation to vote FOR is grounded in its view that dissolution will (a) reduce ongoing public-company costs, (b) permit earlier distributions of residual value, and (c) is the most likely path to maximize recoverable value given current financing and strategic-market conditions. However, significant risks remain, including uncertainty as to timing and amount of distributions, potential for lower-than-expected asset sale proceeds, litigation or creditor claims that could delay or reduce distributions, and the loss of liquidity for stockholders upon close of transfer books.

This proposal requests shareholder approval to empower the Board and meeting chair to adjourn the Special Meeting, even when a quorum exists, to allow additional time to solicit proxies if there are not enough votes in favor of the Dissolution Proposal. Management seeks this authority as a procedural tool to avoid a defeated vote at the scheduled meeting and to enable renewed outreach to beneficial owners, particularly given that brokers cannot exercise discretion on these non-routine matters without holder instructions. The practical effect is that, if votes are insufficient, the Board could pause the meeting, solicit additional support (including outreach to holders who initially voted against or did not vote), and reconvene later in hopes of obtaining the necessary majority. The adjournment right may also be exercised if a quorum is lacking or other logistical/technical issues arise during the remote meeting. While the proposal does not change the substance of the Dissolution Proposal, it can materially affect timing and the likelihood of approval and thus the trajectory of corporate wind-up activities. The Board recommends a FOR vote to preserve flexibility to obtain shareholder approval and to maximize the chance of an orderly liquidation, but adjournment could delay finality and distributions to stockholders if exercised. Vote thresholds differ from the Dissolution Proposal: approval requires a majority of shares present (if a quorum exists) or a majority of shares represented if no quorum is present, so the adjournment authority is itself subject to a different, potentially lower, practical hurdle than the Dissolution vote.