Faraday Future Intelligent Electric Inc News - FFIE

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 7, 2025
Dear Stockholder:
You are cordially invited to attend a Special Meeting of Stockholders (including any adjournment, postponement
or rescheduling thereof, the “Special Meeting”) of Faraday Future Intelligent Electric Inc., a Delaware corporation
(“FF” or the “Company”), which will be held on March 7, 2025 at 9:00 a.m. Pacific Time. The Special Meeting will
be held in a virtual meeting format only, via live audio webcast. Stockholders will not be able to attend the Special
Meeting in person. To attend the Special Meeting, please visit www.virtualshareholdermeeting.com/FFIE2025SM. The
live audio webcast will begin promptly at 9:00 a.m. Pacific Time, with online access beginning at 8:45 a.m. Pacific
Time. If you plan to attend the Special Meeting, please refer to the attendance and registration information in the
accompanying proxy statement (the “Proxy Statement”).
The Special Meeting will be held for the purpose of voting upon the following proposals (each of which is a
“Proposal” and, together, the “Proposals”):
1. To approve an amendment to the Company’s Third Amended and Restated Certificate of Incorporation, as
amended (the “Charter”), to increase the number of authorized shares of the Company’s Class A common
stock, par value $0.0001 per share (the “Class A Common Stock”), and Class B common stock, par
value $0.0001 per share (the “Class B Common Stock,” and, together with the Class A Common Stock,
the “Common Stock”), by 25,000,000, from 104,245,313 to 129,245,313, increasing the total number of
authorized shares of the Common Stock and the Company’s preferred stock, par value $0.0001 per share,
by 25,000,000, from 114,245,313 to 139,245,313 (the “Share Authorization Proposal”).
2. To approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of Common Stock to holders
of certain convertible notes and warrants (the “Private Placements Proposal”).
3. To ratify the selection of Macias Gini & O’Connell LLP as the independent registered public accounting
firm of the Company for the year ending December 31, 2025.
4. To approve one or more adjournments of the Special Meeting by the Company from time to time to
permit further solicitation of proxies, if necessary or appropriate, if sufficient votes are not represented
at the Special Meeting to approve one or more Proposals at the time of such adjournment or if otherwise
determined by the chairperson of the Special Meeting to be necessary or appropriate (the “Adjournment
Proposal”).
Other business will be transacted as may properly come before the Special Meeting.
Each Proposal is more fully described in the Proxy Statement accompanying this notice. THE BOARD
RECOMMENDS VOTING “FOR” EACH OF PROPOSALS 1 THROUGH 4.
This Notice of Special Meeting, the accompanying Proxy Statement and the form of proxy are first being
mailed on or about February 10, 2025 to stockholders of record as of January 28, 2025 (the “Record Date”). Only
stockholders of record at the close of business on the Record Date may vote at the Special Meeting.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL
MEETING. WE ENCOURAGE YOU TO READ THE PROXY STATEMENT AND SUBMIT YOUR PROXY
OR VOTE INSTRUCTIONS AS SOON AS POSSIBLE SO THAT YOUR SHARES MAY BE VOTED IN
ACCORDANCE WITH YOUR WISHES AND SO THAT THE PRESENCE OF A QUORUM MAY BE
ASSURED.
You may cast your vote over the Internet, by telephone or by completing and mailing the enclosed proxy card by
following the instructions on the proxy card. Signing and returning the proxy card or submitting your proxy by Internet
or telephone in advance of the Special Meeting will not prevent you from voting at the Special Meeting if you attend
virtually, but will assure that your vote is counted if you are unable to attend the Special Meeting. Proxies forwarded by
or for banks, brokers or other nominees should be returned as requested by them. We encourage you to vote promptly
to ensure your vote is represented at the Special Meeting, regardless of whether you plan to attend the Special Meeting.
If you have any questions or need assistance voting, please contact our proxy solicitor:
Georgeson LLC
51 West 52nd Street, 6th Floor
New York, NY 10019
Phone: 1-866-295-8105 (toll-free within the United States) or 1-781-575-2137 (outside of the United States)
Email: Faraday@georgeson.com
This 10th day of February, 2025.

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