Worksport Ltd

This non-binding advisory proposal asks shareholders to signal support for the Board’s discretion to declare a special cash dividend or other distribution in connection with the sale or disposition of any business unit or material asset. Management is seeking this shareholder expression of support to give the Board a clear shareholder proxy of intent that may inform future decisions about how to allocate proceeds from material dispositions, while expressly preserving the Board’s legal and fiduciary discretion. The proposal does not change the Board’s statutory authority under Nevada law and is explicitly non-binding; it would only be considered by the Board along with solvency requirements, contractual restrictions and other facts and circumstances at the time of a disposition. The Board argues that such an advisory vote can improve alignment with shareholder interests by indicating a preference for returning proceeds to shareholders when appropriate, while retaining flexibility to use funds for debt repayment, reinvestment or other corporate needs. From a governance perspective this is a low-risk, routine advisory item that does not compel any immediate cash distribution or limit the Board’s options. Key company-specific context includes the Board’s acknowledgment of legal solvency tests under Nevada law, the Company’s capital needs, and the presence of controlling Series A Preferred Stock (all held by the CEO) that gives management substantial voting influence. The proposal may appeal to shareholders seeking disciplined capital returns after monetization events, but because it is advisory the Board can decline to declare dividends where doing so would conflict with fiduciary duties or corporate liquidity needs. Voting FOR would send a non-binding preference to the Board; voting AGAINST would leave decision-making to the Board without a shareholder signal. Overall, the measure is principally a communication tool rather than a substantive constraint on management or governance.

This management proposal seeks shareholder authorization to empower the Board to implement, at its discretion within two years, one or more reverse stock splits (aggregate ratios between 1-for-2 and 1-for-250) or one or more forward stock splits, with exact ratios and timing left to the Board’s judgment. Management frames the authority as prudential flexibility to address Nasdaq minimum bid price requirements, improve marketability, or respond to financing and strategic needs; the company previously implemented a 1-for-10 reverse split in March 2025 to regain compliance. While the proposal authorizes a wide maximum ratio up to 1-for-250, the filing highlights Nasdaq Listing Rule 5810(c)(3)(A)(iv) limits and the company’s recent 1-for-10 split — effectively constraining practical additional reverse-split ratios (the filing notes an effective maximum of 1-for-24 prior to March 19, 2027). The Board emphasizes it would not be required to implement any split and could abandon any planned split if it judged it not in shareholders’ interests, and it would adjust outstanding equity awards proportionately to preserve holders’ economic rights. The primary benefits management cites are potential per-share price increases, broader investor access, and better liquidity; the filing also candidly identifies risks including negative market perception, possible reduced liquidity, and no assurance of sustained price improvement or Nasdaq compliance. For shareholders, a reverse split can enable compliance and institutional interest but can be perceived negatively as a sign of distress; a forward split typically increases shares and affordability but would not be pursued currently. Given the Board’s discretion and the one-time nature of implementation, a shareholder approval is effectively a grant of optional authority rather than a specific corporate action, and the Board recommends FOR to preserve strategic flexibility while acknowledging the regulatory and market constraints that will inform any decision.

This management proposal asks shareholders to grant authority to the proxies named by the Board to adjourn or postpone the Annual Meeting, if needed, to allow additional time for soliciting proxies. Practically, this is a routine and common corporate governance mechanism enabling management to secure required votes or a quorum before finalizing decisions on substantive proposals; the Board argues approval is in shareholders’ interest to ensure all matters can be properly considered. The vote requires a majority of shares present and entitled to vote; abstentions are effectively votes against, and brokers may vote on this routine matter without instruction. While typically noncontroversial, the adjournment power can be used strategically to continue solicitation efforts and could, in certain circumstances, prolong resolution of contested items; shareholders should be aware their ability to effect immediate change is deferred when adjournments are used. The Board presents the request as a practical contingency to avoid having to conduct repeated special meetings or to allow time for accurate vote tallying and additional outreach. Because the proposal preserves shareholder voting rights at any adjourned meeting and does not itself decide substantive matters, management recommends a FOR vote to maintain procedural flexibility. Overall, the proposal is standard, intended to facilitate orderly meeting administration and ensure that shareholder decisions reflect an adequately solicited vote.