Slide 1: Special Meeting of Preferred Stockholders
MIND TECHNOLOGY MIND Technology, Inc. Special Meeting of Preferred Stockholders June 13, 20241 Amendment to Series A Preferred Stock + Postponed from April 25, 2024 MOTIVATE | INNOVATE | NAVIGATE | DISCOVER
Slide 2: Forward Looking Statement
MIND TECHNOLOGY Forward Looking Statement i di ion in this i i it within section 27 1933, ded, and Section 216 of id Exch f 1934, as amended. The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” or other similar expressions are intended to identify ar
Slide 3: No Offer or Solicitation
TECHNOLOGY ‘No Offeror Solicitation should contact: Voteor approval. Tne solicitation of votes or approval shall nly be mada via a ‘efintiva proxy statement on Schedule 14A fled with the Securties and Exchange ‘Commission ("SEC"), as supplemented trom time oti If you have any questions about the pro
Slide 4: Explanation of Postponement
TECHNOLOGY MIND’ Explanation of Postponement * The postponement of the meeting was deemed necessary for the following reasons: * More time was required to solicit sufficient proxies * Some preferred stockholders wanted to review Fourth Quarter Fiscal 2024 results before voting — we announced those r
Slide 5: What is the Revised Proposal
TECHNOLOGY MIND’ What is the Revised Proposal * Amend the terms of the Series A Preferred Stock + Amendment to Certificate of Designations, Preferences and Rights of MIND Technology, Inc. 9.00% Series A Cumulative Preferred Stock (the “Series A Preferred Stock”) + Provides for the conversion each sh
Slide 6: Benefits to Preferred Stockholders
MIND Benefits to Preferred Stockholders TECHNOLOGY + Estimated market value of common received a significant premium to the market value of the preferred stock * Benefit from any accretion in value of common stock i Common stock ownership * Larger combined market for the common stock after conversio
Slide 7: Illustration of Proposal
MIND illustration of Proposal TECHNOLOGY * Market prices * Preferred Stock - $9.29 / share 1 * Common Stock - $5.04 / share 4 * Value received upon conversion — 3.9 shares of common X $5.04 / share = $19.66 / share of preferred stock * Approximately a 112% premium to the market value of the preferre
Slide 8: Reasons for Proposal
MIND Reasons for Proposal TECHNOLOGY * The Company’s current operations and expected cash flow don’t support the payment of preferred stock dividends and at the same time fund anticipated growth + Management believes the existence of the preferred stock creates an “overhang” which limits the Company
Slide 9: Risks to Preferred Stockholders
MIND __ Risks to Preferred Stockholders TECHNOLOGY ¢ Forfeit rights to accumulated and any future dividends + Forfeits liquidation preference ¢ Current market value of common stock received is less than liquidation preference of preferred stock ¢ Future market value of common stock is uncertain ¢ An
Slide 10: What if the Proposal Does Not Pass
TECHNOLOGY a MIND What if the Proposal Does Not Pass * The terms of the Series A Preferred Stock will not be amended oA d and unpaid dividends will not be * Further dividends will inue to * Dividends will be paid when, as and if declared by the Board of Directors * We will consider other restructuri
Slide 11: Required Approvals
MIND Required Approvals TECHNOLOGY * The amendment must be approved by 2/3 of the outstanding preferred stock * Non-votes are effectively a “no” vote * Holders of MIND common stock are not entitled to vote on this matter MOTIVATE | INNOVATE | NAVIGATE | DISCOVER
Slide 12: Procedure / Timeline
a MIND Procedure / Timeline * Special meeting of preferred stockholders — June 13, 2024 * Holders of record as of April 26, 2024 Special Record Date Meeting C2628) <> 1328) Proxies Mailed OVATE | NAVIGATE | DISCOVER
Slide 13: Recommendation
MIND’ Recommendation TECHNOLOGY Management and the Board of Directors recommend you vote FOR the proposal MOTIVATE | INNOVATE | NAVIGATE | DISCOVER
Slide 14: Further Information
MIND Further Information TECHNOLOGY ¢ If you hold your Preferred Stock in “street name” through a broker or other nominee, please contact your broker or advisor to obtain instructions on how to vote your shares ¢ Additional information can be obtained from our information agent, Alliance Advisors, L