Planet Image International Ltd

THE CLASS B VOTING AMENDMENT PROPOSAL

The Company’s shareholders are asked to consider and approve the proposal that, subject to and immediately following the approval by the holders of the Company’s issued and outstanding Class B Ordinary Shares, the voting rights attached to the Class B Ordinary Shares be increased so that each Class B Ordinary Share shall be entitled to thirty (30) votes on all matters subject to the vote at general meetings of the Company.

Currently, each holder of the Class B Ordinary Shares is entitled to ten (10) votes for each Class B Ordinary Share held. If the Class B Voting Amendment Proposal is approved, this will be increased to 30 votes for each Class B Ordinary Share held. Each holder of the Company’s Class A Ordinary Shares is and shall remain entitled to one vote for each Class A Ordinary Share held.

To comply with the requirements of the Company’s existing articles of association with respect to the variation of class rights, to effect a variation to rights attached to Class B Ordinary Shares, it is proposed that holders of Class B Ordinary Shares approve the adoption of the Class B Voting Amendment by way of special resolution passed at a separate general meeting of the holders of the Class B Ordinary Shares. The adoption of the Class B Voting Amendment is conditional upon holders of the Company’s issued and outstanding Class B Ordinary Shares approving the Class B Voting Amendment at such separate general meeting by way of a special resolution.

Vote Required to Approve Proposal No. 7

Proposal No. 7, the Class B Voting Amendment Proposal, will be approved only if it receives the affirmative vote of at least a two-thirds majority of the votes cast at the Meeting by the shareholders present in person or represented by proxy or (in the case of a shareholder being a corporate entity) by its duly authorized representative and entitled to vote on the proposal, assuming a quorum is attained. Abstentions and broker non-votes will have no effect on the result of the vote.

The resolution be put to the shareholders to consider and to vote upon at the Meeting in relation to adopting the Class B Voting Amendment is:

“It is resolved as a special resolution that subject to and immediately following the approval by the holders of the Company’s issued and outstanding Class B Ordinary Shares, the voting rights attached to the Class B Ordinary Shares be increased so that each Class B Ordinary Share shall be entitled to thirty (30) votes on all matters subject to the vote at general meetings of the Company.”