Expion Energy Inc

This proposal asks shareholders to approve a Certificate of Designation that will create Series A-1 8% Convertible Preferred Stock and permit automatic conversion of outstanding Convertible Debentures issued in the August 21, 2026 private placement into that preferred series. Management is seeking approval to satisfy contractual obligations under the Securities Purchase Agreement and to avoid leaving the Convertible Debentures as indebtedness on the balance sheet, which could harm equity and Nasdaq listing compliance. The Series A-1 Preferred Stock bears cumulative 8% dividends, ranks senior to common stock, is initially convertible at $4.25 per share subject to anti‑dilution adjustments and has consent and protective provisions that constrain certain corporate actions while material amounts remain outstanding. Approval would enable conversion that reduces cash interest and maturity repayment risk, and allows subsequent conversion into common stock under specified limits, but will materially dilute existing common holders if conversions occur. The board recommends approval because conversion relieves the Company of immediate debt service and preserves liquidity while enabling the Purchasers’ expected equity participation tied to financing support. The Certificate also contains protective consent rights and anti‑dilution features favorable to the purchasers that could limit corporate flexibility and potentially have incidental anti‑takeover effects. If not approved, the Convertible Debentures would remain as debt and the Company could be required to make cash interest payments and repay principal at maturity, which could adversely affect liquidity and the ability to execute strategic plans. The proposal is transaction‑related, tied to a financing that includes warrants and an additional investment right, and must be assessed in the context of the company’s need for capital, potential dilution, Nasdaq rules, and the alignment of the purchasers’ incentives with management’s strategy.

This proposal requests shareholder approval of a form of Certificate of Designation allowing the Board to issue one or more series of AIR Preferred Stock under the Additional Investment Right in the Securities Purchase Agreement, potentially enabling up to $91 million of further investment. Management frames the request as necessary to permit purchasers to exercise contractual rights that would inject substantial capital to fund the Company’s oil & gas exploration activities and other strategic initiatives; absent approval, the Company may be unable to access that capital. The proposed AIR Preferred Stock will generally mirror key economic and protective terms of the Series A‑1 Preferred Stock, including 8% cumulative dividends, seniority over common stock, conversion features with a Floor Price and anti‑dilution protections, and consent rights restricting certain corporate actions while material holdings remain outstanding. The Board recommends approval because the potential capital infusion could materially strengthen liquidity and support planned exploration and development activities in the AMI, but shareholders should weigh that benefit against dilution risk and contractual constraints that could limit corporate flexibility. The form grants the Board discretion to set issuance specifics (dates, amounts, conversion prices) without further stockholder approval, which expedites funding but concentrates issuance authority at the Board level. There is also the risk that issuance under the Additional Investment Right could trigger adjustments to conversion prices (anti‑dilution) under related instruments and thereby increase dilution. If stockholders do not approve, the Purchasers’ Additional Investment Right may be unusable, potentially jeopardizing planned capital-raising and development activities and leaving the Company more reliant on alternative and likely more expensive funding sources.

This proposal seeks Nasdaq‑required shareholder approval to permit issuance of common shares in excess of 19.99% of the outstanding common stock in connection with the Private Placement instruments (Series A‑1 Preferred, AIR Preferred and Warrants). The Listing Rule requires shareholder approval when a private transaction could dilute outstanding shares beyond the 19.99% threshold; without approval, conversion or exercise would be constrained by the Exchange Cap embedded in the agreements. Management argues approval is essential to allow the Convertible Debentures to convert, to permit exercise of the Additional Investment Right, and to enable full exercise of the Warrants — collectively unlocking up to material amounts of financing (including up to $91 million under the Additional Investment Right). Board approval reflects a tradeoff: enabling access to immediate and future capital versus potentially substantial dilution to existing shareholders, and possible negative share price pressure. The certificates and warrants include Beneficial Ownership Limitations (9.99% per holder) and anti‑dilution protections, but the combined potential issuance could still materially dilute current holders’ economic and voting stakes. If not approved, the Convertible Debentures would remain debt and the Company could be forced to pay cash interest and repay principal at maturity, and the Additional Investment Right would be unavailable, which management contends could materially impair the Company’s liquidity and ability to execute its oil & gas plans. Investors should assess the likelihood and timing of conversions/exercises, the anti‑dilution mechanics, and the alignment between purchasers’ incentives and long‑term shareholder value when evaluating this proposal.

This proposal would amend the Company’s Articles to substantially increase authorized shares of capital stock and common stock to ensure there are enough authorized but unissued shares to satisfy conversions, warrants, potential AIR issuances and equity compensation needs. Management contends the current authorized share counts may be insufficient to allow issuance required under the Securities Purchase Agreement and related instruments; increasing the authorization removes a legal barrier to issuance, avoiding the need for further charter amendments that could delay financings. The Board frames this as a necessary corporate housekeeping step to preserve flexibility for capital raising, acquisitions, grants under equity plans and operational needs; however, the authority to issue a much larger share pool also empowers the Board to dilute current holders without further shareholder approval in many circumstances. Shareholders should consider the dilution risk from future issuances against the potential benefit of enabling access to transformative capital and completing conversions without restructuring. The Company notes it currently has no specific plan to issue additional shares outside the Private Placement-related needs, but reserves the discretion to do so, which could have anti‑takeover effects by enabling share issuances that make hostile control transactions more difficult. Approval requires a simple majority of votes cast by holders of common stock present or represented at the meeting and the Board recommends a FOR vote because it believes the amendment is needed to meet contractual obligations and to preserve corporate and financing flexibility.

This proposal requests shareholder approval to amend the charter to authorize up to 20 million shares of 'blank check' preferred stock, allowing the Board to create series with tailored rights (dividends, conversion, voting, liquidation preferences, redemption terms) without additional shareholder approval. Management presents this as a tool for financing and strategic flexibility—useful for negotiating acquisitions or capital raises where bespoke preferred terms are desirable—citing the Series A‑1 and AIR Preferred Stock as examples of how the authority would be used. While this power can facilitate expedient financing, it can also be dilutive and enable defensive measures that could impede potential transactions or change‑of‑control attempts; shareholders should therefore weigh the governance tradeoffs. The Board indicates no present intent to issue additional preferred stock beyond what is contemplated in the Private Placement, but seeks the authorization to allow prompt issuance if needed. Approving the amendment would allow the Board to implement the Series A‑1 and any AIR series without additional shareholder approvals in certain circumstances, which management argues is necessary to satisfy contractual obligations and maintain financing flexibility. The recommendation to approve rests on the Board’s view that access to tailored capital instruments is strategically important to support the Company’s energy platform expansion and planned activities in the AMI.

This proposal requests shareholder approval to amend the 2021 Incentive Award Plan to add 250,000 shares to the plan’s reserve (taking into account the recent reverse 1‑for‑12 split), restoring the Company’s capacity to grant equity awards to executives, employees and non‑employee directors. Management argues the increase is necessary because the reverse split dramatically reduced outstanding shares and the Plan’s effective reserve, and equity awards are central to recruiting, retention and aligning employee incentives with shareholder value. The Compensation Committee considered factors including outstanding share counts, the impact of prior dilution and anti‑dilution protections elsewhere, and the need to remain competitive in the market for talent while minimizing dilution. The Board proposes to register the additional shares on Form S‑8 if approved; awards remain subject to Compensation Committee discretion and usual governance safeguards. While the increase enables ongoing equity compensation, stockholders should consider the incremental dilution relative to potential benefits of improved retention and performance. The Board recommends approval because it believes restoring a meaningful share reserve is essential to executing the Company’s strategic plans and incentivizing key personnel during the current growth phase.

This routine procedural proposal asks shareholders to authorize adjournments of the meeting so the Board can solicit additional proxies if there are insufficient votes to approve one or more proposals at the scheduled meeting time. Management seeks the authority to adjourn rather than abandon proposals, which allows additional outreach to stockholders and institutional holders to obtain required approvals and is common practice in contested or close proxy contexts. The Board recommends approval because it preserves flexibility to secure necessary shareholder approval without calling a special meeting, minimizing cost and delay. Approving the adjournment proposal has no substantive economic effect by itself but facilitates efficient completion of the meeting’s business if vote thresholds are not met. If not approved and sufficient votes are lacking, the Company could be required to schedule separate meetings or pursue alternative paths to satisfy contractual obligations, causing additional expense and potential strategic delays. Given these considerations, the Board believes a FOR vote is in shareholders’ interest to avoid unnecessary procedural disruption.