By Order of the Board of Directors of Mountain & Co. I Acquisition Corp. /s/ Dr. Cornelius Boersch Dr. Cornelius Boersch Chief Executive Officer and Director |
By Order of the Board of Directors of Mountain & Co. I Acquisition Corp. /s/ Dr. Cornelius Boersch Dr. Cornelius Boersch Chief Executive Officer and Director August 30, 2023 |
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| | | | Number of Additional Public Shares Required To Approve Proposal | | | | Approval Standard | | | Number of Additional Public Shares Required To Approve Proposal | | ||||||||||||||
Proposal | | Approval Standard | | If Only Quorum is Present and All Present Shares Cast Votes | | If All Shares Are Present and All Present Shares Cast Votes | | | If Only Quorum is Present and All Present Shares Cast Votes | | If All Shares Are Present and All Present Shares Cast Votes | | ||||||||||||||
Extension Amendment Proposal | | Special Resolution(1) | | 3,833,334 | | 13,416,667 | | | Special Resolution(1) | | | | 238,347 | | | | | 6,226,693 | | | ||||||
Trust Agreement Amendment Proposal | | Ordinary Resolution(2) | | 3,593,751 | | 12,937,501 | | | Ordinary Resolution(2) | | | | 88,638 | | | | | 5,927,275 | | | ||||||
Adjournment Proposal | | Ordinary Resolution(2) | | 1,437,501 | | 8,625,001 | | | Ordinary Resolution(2) | | | | 0 | | | | | 3,232,520 | | |
| | Class B Ordinary Shares(2) | | Class A Ordinary Shares | | | Class B Ordinary Shares(2) | | Class A Ordinary Shares | | ||||||||||||||||||||||||||||||||||||||||
Name of Beneficial Owners(1) | | Number of Shares Beneficially Owned | | Approximate Percentage of Class | | Number of Shares Beneficially Owned | | Approximate Percentage of Class | | | Number of Shares Beneficially Owned | | Approximate Percentage of Class | | Number of Shares Beneficially Owned | | Approximate Percentage of Class | | ||||||||||||||||||||||||||||||||
Five Percent Holders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Mountain & Co. I Sponsor LLC (our Sponsor) | | | | 5,075,000 | | | | | 17.6%(3) | | | | | — | | | | | — | | | | | | 5,075,000 | | | | | 17.6%(3) | | | | | — | | | | | — | | | ||||||||
Calamos Market Neutral Income Fund, a series of Calamos Investment Trust (5) | | | | — | | | | | — | | | | | 1,350,700 | | | | | 5.9% | | | | | | — | | | | | — | | | | | 1,350,700 | | | | | 11.1% | | | ||||||||
Highbridge Capital Management, LLC(6) | | | | — | | | | | — | | | | | 1,406,888 | | | | | 6.1% | | | | | | — | | | | | — | | | | | 1,406,888 | | | | | 11.5% | | | ||||||||
Saba Capital Management, L.P.(7) | | | | — | | | | | — | | | | | 1,650,000 | | | | | 7.2% | | | | | | — | | | | | — | | | | | 1,713,341 | | | | | 14.0% | | | ||||||||
Glazer Capital, LLC(8) | | | | — | | | | | — | | | | | 1,697,500 | | | | | 13.9% | | | |||||||||||||||||||||||||||||
Directors and Named Executive Officers | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Dr. Cornelius Boersch | | | | 20,000 | | | | | —*(4) | | | | | — | | | | | — | | | | | | 20,000 | | | | | —*(4) | | | | | — | | | | | — | | | ||||||||
Daniel Wenzel | | | | 20,000 | | | | | —*(4) | | | | | — | | | | | — | | | | | | 20,000 | | | | | —*(4) | | | | | — | | | | | — | | | ||||||||
Alexander Hornung | | | | 20,000 | | | | | —* | | | | | — | | | | | — | | | | | | 20,000 | | | | | —* | | | | | — | | | | | — | | | ||||||||
Prof. Dr. Utz Claassen | | | | 550,000 | | | | | 1.9% | | | | | — | | | | | — | | | | | | 550,000 | | | | | 1.9% | | | | | — | | | | | — | | | ||||||||
Miles Gilburne | | | | 20,000 | | | | | —* | | | | | — | | | | | — | | | | | | 20,000 | | | | | —* | | | | | — | | | | | — | | | ||||||||
Dr. Phillip Rösler | | | | 20,000 | | | | | —* | | | | | — | | | | | — | | | | | | 20,000 | | | | | —* | | | | | — | | | | | — | | | ||||||||
Winston Ma | | | | 25,000 | | | | | —* | | | | | — | | | | | — | | | | | | 25,000 | | | | | —* | | | | | — | | | | | — | | | ||||||||
All officers and directors as a group (7 individuals) | | | | 675,000 | | | | | 2.3% | | | | | — | | | | | — | | | | | | 675,000 | | | | | 2.3% | | | | | — | | | | | — | | |
| P R O X Y C A R D | | | Mountain & Co. I Acquisition Corp. 4001 Kennett Pike, Suite 302 Wilmington, Delaware 19807 EXTRAORDINARY GENERAL MEETING IN LIEU OF THE 2023 ANNUAL MEETING OF MOUNTAIN & CO. I ACQUISITION CORP. YOUR VOTE IS IMPORTANT THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE EXTRAORDINARY GENERAL MEETING IN LIEU OF THE 2023 ANNUAL MEETING TO BE HELD ON | |
| Please mark vote as indicated in this example | | | ☒ | | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2 AND 3. | |
| Proposal No. 1 — The Extension Amendment Proposal — RESOLVED, as a special resolution that subject to the approval of Proposal No. 2 — the Trust Agreement Amendment Proposal: | | | FOR ☐ | | | AGAINST ☐ | | | ABSTAIN ☐ | |
| a) Article 49.7 of the Company’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following: “[reserved].” b) Article 49.8 of the Company’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.8: | ||||||||||
“In the event that the Company does not consummate a Business Combination upon the date which is the later of (i) | |||||||||||
c) Article 49.9(a) of the Company’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.9(a): | |||||||||||
“to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination by | |||||||||||
d) Article 49.11(b) of the Company’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.11(b): | |||||||||||
“vote as a class with Public Shares on a Business Combination or on any other proposal presented to Members prior to or in connection with the consummation of a Business Combination or to approve an amendment to the Memorandum or Articles to (i) extend the time the Company has to consummate a Business Combination beyond | | | | | | | | | | |
| Proposal No. 2 — Trust Agreement Amendment Proposal — RESOLVED, (subject to the approval of Proposal No. 1 — the Extension Amendment Proposal), that the amendment to the Company’s investment management trust agreement, dated as of November 4, 2021 | | | FOR ☐ | | | AGAINST ☐ | | | ABSTAIN ☐ | |
| Proposal No. 3 — The Adjournment Proposal — RESOLVED, as an ordinary resolution, that the adjournment of the Shareholder Meeting to a later date or dates if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient votes cast by the holders of Class A ordinary shares, par value $0.0001 per share, and Class B ordinary shares, par value $0.0001 per share, in the capital of the Company represented (either in person or by proxy) | | | FOR ☐ | | | AGAINST ☐ | | | ABSTAIN ☐ | |