Slide 1: Special Meeting of Preferred Stockholders
MIND TECHNOLOGY MIND Technology, Inc. Special Meeting of Preferred Stockholders August 29, 20241 Amendment to Series A Preferred Stock 2 Postponed from July 11, 2024 TE | DISCOVER
Slide 2: Forward Looking Statement
MIND TECHNOLOGY Forward Looking Statement Certain statement and information in this presentation may constitute “forward-looking statements” within the meaning of section 27A of the Securities Act of 1933, as amended, and Section 21€ of the Securities and Exchange Act of 1934, as amended. ‘The words
Slide 3: Notice or Solicitation Information
MIND TECHNOLOGY NoCter or otetaion ‘Gomisslon ("SEC") ob eupprementea rom ime o te ‘Aadinonet information about ne Amencment and Winer to Fina it ay ao ofr rice documente win the SEC osnaing Hf you have any questions about the proposed amendment, you should contact: Alliance Advisors, as Information
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 * Subsequent to the previous record date of April 26, 2024, approximately 850,000 shares of preferred stock were traded
Slide 5: What is the Proposal
MIND What is the Proposal TECHNOLOGY + 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 share of Se
Slide 6: Benefits to Preferred Stockholders
MIND Benefits to Preferred Stockholders TECHNOLOGY + Estimated market value of common received represents 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 aft
Slide 7: Illustration of Proposal
TECHNOLOGY MIND illustration of Proposal * Market prices * Preferred Stock - $11.91 / share * + Common Stock - $4.28 / share * * Value received upon conversion — 3.9 shares of common X $4.28 / share = $16.69 / share of preferred stock * Approximately a 40% 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 ity and options in “overhang” which li
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
a MIND What if the Proposal Does Not Pass TECHNOLOGY * The terms of the Series A Preferred Stock will not be amended + Accumulated and unpaid dividends will not be eliminated + Further dividends will continue to accumulate * Dividends will be paid when, as and if declared by the Board of Directors *
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
Slide 12: Procedure / Timeline
MIND Procedure / Timeline TECHNOLOGY * Special meeting of preferred stockholders — August 29, 2024 * Holders of record as of July 16, 2024 Special Record Date Meeting 73628) nw 2028 Proxies Mailed
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