Mind Technology, Inc. · NASDAQ:MIND
Mind Technology — Shareholder Meeting (March 2024)
13 slides from Mind Technology's shareholder meeting presentation, Mar 25, 2024
Slide 1: Virtual Special Meeting of Preferred Stockholders
MIND TECHNOLOGY MIND Technology, Inc. Virtual Special Meeting of Preferred Stockholders April 25, 2024 Amendment to Series A Preferred Stock MOTIVATE | INNOVATE | NAVIGATE | 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 216 of the Securities and Exchange Act of 1934, as amended. The words
Slide 3: No Offer or Solicitation; Additional Information
MIND TECHNOLOGY No otter or Solicitation Ifyou have any questions about the proposed amendment, This presentation isnot intended to and shalt not constitute an offer to buy or seo the you should contact: {otchaton tomtom os any sects, oa soeaton any eo apa Hectares roan tp seston SE a REL Fare ct an
Slide 4: What is the Proposal
MIND What is the Proposal TECHNOLOGY + Amend the terms of the preferred stock * Amendment to Certificate of Designations, Preferences and Rights of MIND Technology, Inc. 9.00% Series A Cumulative Preferred Stock (the “preferred stock”) * Provides for the conversion each share of preferred stock into
Slide 5: Illustration of Proposal
MIND |llustration of Proposal TECHNOLOGY ¢ Market prices * Preferred Stock - $7.89 / share + * Common Stock - $6.12 / share * * Value received upon hypothetical conversion — 2.7 shares of common X $6.12 / share = $16.52 / share of preferred stock * Approximately a 110% premium to the market value of
Slide 6: Reasons for Proposal
MIND Reasons for Proposal TECHNOLOGY * The Company’s current operations and expected cash flow do not 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 Compan
Slide 7: Benefits to Preferred Stockholders
MIND Benefits to Preferred Stockholders TECHNOLOGY + Estimated market value of common stock 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 st
Slide 8: Risks to Preferred Stockholders
MIND Risks to Preferred Stockholders TECHNOLOGY * Forfeit rights to accumulated and any future dividends + Forfeit 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 ¢ Antici
Slide 9: What if the Proposal Does Not Pass
| {MIND What if the Proposal Does Not Pass * The terms of the 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 * The Company will c
Slide 10: Required Approvals
TECHNOLOGY MIND =Required Approvals * The amendment must be approved by two-thirds (662/3%) of the outstanding preferred stock * Non-votes are effectively a “no” vote ¢ Holders of common stock are not entitled to vote on this matter MOTIVATE | INNOVATE | NAVIGATE | DISCOVER
Slide 11: Procedure / Timeline
MIND Procedure / Timeline TECHNOLOGY * Special meeting of preferred stockholders — April 25, 2024 * Holders of record as of February 27, 2024 Special Record Date Meeting 227-28) 25-2) G2524) Proxies Mailed /ATE | INNOVATE | NAVIGATE | DISCOVER:
Slide 12: Recommendation
MIND’ Recommendation TECHNOLOGY Management and the Board of Directors recommend you vote FOR the proposal MOTIVATE | INNOVATE | NAVIGATE | DISCOVER
Slide 13: 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