Silvaco Group, Inc.

The size of our Board is currently set at nine directors and consists of eight directors and one vacancy. On the recommendation of the Nominating and Corporate Governance Committee (the “NCG Committee”), the Board has nominated the following nine individuals for election: Katherine S. Ngai-Pesic, Anita Ganti, Dr. Hau L. Lee, William H. Molloie, Jr., Anthony K. K. Ngai, Iliya Pesic, Dr. Walden C. Rhines, Jodi L. Shelton, Dr. Babak A. Taheri. Directors elected at the Annual Meeting will continue until the 2026 annual meeting of stockholders or until such director’s successor has been duly elected and qualified, or until their earlier resignation or removal.

Pursuant to a Stockholders Agreement, dated April 12, 2024 (the “Stockholders Agreement”) with Ms. Katherine Ngai-Pesic, Mr. Iliya Pesic, Ms. Yelena Pesic and SMIK Trust (the “Principal Stockholders”), the Principal Stockholders have the right to designate individuals as nominees for election to the Board, depending on their aggregate ownership percentage of the shares of our issued and outstanding common stock. Specifically, at any time the Principal Stockholders together beneficially own in the aggregate (i) fifty percent or more, they are entitled to designate four nominees; (ii) less than fifty percent but at least forty percent, they are entitled to designate three nominees; (iii) less than forty percent but at least twenty percent, they are entitled to designate two nominees, and (iv) less than twenty percent but at least ten percent, they are entitled to designate nominee. The SMIK Trust was dissolved on July 1, 2024, and the shares held by it were distributed to the other Principal Stockholders. As of the date of this Proxy Statement, the Principal Stockholders own in the aggregate approximately 69.8% of our issued and outstanding common stock, and pursuant to the Stockholders Agreement, have nominated Ms. Pesic, Mr. Ngai, and Mr. Pesic for election to the Board.

All of the nominees have consented to being named in this Proxy Statement and to serve as a director if elected. We have no reason to believe that any of the nominees will be unable or unwilling to serve if elected. In the event that a nominee is unable for any reason or unwilling for good cause to serve at the time of the Annual Meeting, the persons who are designated as proxy holders may exercise discretionary authority to vote for a substitute nominee selected by our Board or our Board may decrease the size of the Board.

Unless otherwise instructed, the proxy holders will vote the proxies received by them “FOR” the election of each of Katherine S. Ngai-Pesic, Anita Ganti, Dr. Hau L. Lee, William H. Molloie, Jr., Anthony K. K. Ngai, Iliya Pesic, Dr. Walden C. Rhines, Jodi L. Shelton, Dr. Babak A. Taheri.