| Proposal No. 1—The Extension Amendment Proposal — to
amend, by way of special resolution, the Company’s amended
and restated memorandum and articles of association (the
“Articles”) as provided by the resolution in the form set forth
on Annex A to the accompanying Proxy Statement (the “Extension Amendment” and, such
proposal, the “Extension Amendment Proposal”) to extend the date by which the Company
must (1) consummate an initial merger, share exchange, asset acquisition, share purchase,
reorganisation or similar business combination with one or more businesses (a “business
combination”), (2) cease its operations except for the purpose of winding up if it fails to
complete such business combination, and (3) redeem all of the Class A ordinary shares of
the Company, par value $0.0001 per share (the “Class A ordinary shares”) included as part
of the units sold in the Company’s initial public offering (such Class A ordinary shares, the
“Public Shares”) that was consummated on October 17, 2022 (the “IPO”), from 15 months
from the closing of the IPO to 36 months from the closing of the IPO, or such earlier date as
is determined by our board of directors (the “board”), in its sole discretion, to be in the best
interests of the Company (the “Extension” and, such date, the “Extended Date”);
Proposal No. 2 — The Conversion Amendment Proposal —
to amend, by way of special resolution, the Articles as provided
by the resolution in the form set forth on Annex A to the
accompanying Proxy Statement to change certain provisions
which restrict the Class B ordinary shares, par value $0.0001, of the Company (the “Class B
ordinary shares” or the “Founder Shares”) from converting to Class A ordinary shares prior
to the consummation of an initial business combination (the “Conversion Amendment” and,
such proposal, the “Conversion Amendment Proposal”);
Proposal No. 3—The Redemption Limitation Amendment
Proposal — to amend, by way of special resolution, the Articles
as provided by the resolution in the form set forth on Annex
A to the accompanying Proxy Statement to eliminate from the
Articles the limitation that the Company may not redeem Public Shares to the extent that
such redemption would result in the Company having net tangible assets (as determined
in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) (or any successor rule)) of less than $5,000,001 (the “Redemption
Limitation”) in order to allow the Company to redeem Public Shares irrespective of whether
such redemption would exceed the Redemption Limitation (the “Redemption Limitation
Amendment” and, such proposal, the “Redemption Limitation Amendment Proposal” and,
together with the Extension Amendment Proposal and the Conversion Amendment Proposal,
the “Charter Proposals”);
Proposal No. 4 —The Letter Agreement Amendment
Proposal—to approve, as an ordinary resolution, the
amendment of that certain Letter Agreement, dated as of
October 12, 2022 (the “Letter Agreement”), entered into by the
Company, Spring Valley Acquisition Sponsor II, LLC (the “Sponsor”) and the Company’s
directors and officers, in the form set forth on Annex B, to modify the vesting period for a
portion of the Founder Shares (as defined herein) held by the Sponsor at the close of a
business combination (the “Letter Agreement Amendment Proposal”);
Proposal No. 5—The Director Election Proposal —to appoint, by way of ordinary
resolution of the holders of Founder Shares, Class I directors Richard Thompson and Sharon
Youngblood to each serve on the board for a three-year term expiring at the third succeeding
annual general meeting after their appointment, or until their successors have been qualified
and appointed (the “Director Election Proposal”); and
Class I Directors:
5a. Richard Thompson
5b. Sharon Youngblood
Proposal No. 6 —The Adjournment Proposal — to approve,
as an ordinary resolution, the adjournment of the Extraordinary
General Meeting to a later date or dates, if necessary, (i) to
permit further solicitation and vote of proxies in the event that
there are insufficient votes for, or otherwise in connection with, the approval of the proposals
presented at the Extraordinary General Meeting or (ii) if the board determines before the
Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with
the Proposals (the “Adjournment Proposal” and, together with the Charter Proposals, the
Letter Agreement Amendment Proposal and the Director Election Proposal, the “Proposals”).
The Adjournment Proposal will only be presented at the Extraordinary General Meeting if
there are not sufficient votes to approve the other Proposals.
SPRING VALLEY
ACQUISITION CORP. II
PLEASE DO NOT RETURN THE PROXY CARD
IF YOU ARE VOTING ELECTRONICALLY.
184670 Spring Valley Acq Corp II Proxy Card Rev4 Front
YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.
IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail
Vote by Internet - QUICK EASY
FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED
CONTROL NUMBER
Signature______________________________ Signature, if held jointly__________________________________ Date_____________, 2024
When Shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by an authorized person.
PROXY CARD
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2, 3, 4, 5a, 5b and 6.
Please mark
your votes
like this X FOR AGAINST ABSTAIN
INTERNET –
www.cstproxyvote.com
Use the Internet to vote your proxy. Have your
proxy card available when you access the
above website. Follow the prompts to vote
your shares.
Vote at the Meeting –
If you plan to attend the virtual online
extraordinary general meeting, you will
need your 12 digit control number to vote
electronically at the extraordinary general
meeting. To attend:
https://www.cstproxy.com/svacii/2024
MAIL – Mark, sign and date your proxy card
and return it in the postage-paid envelope
provided.
Your Internet vote authorizes the named proxies
to vote your shares in the same manner as if you
marked, signed and returned your proxy card.
Votes submitted electronically over the Internet
must be received by 11:59 p.m., Eastern Time,
on January 9, 2024.
FOR AGAINST ABSTAIN
FOR AGAINST ABSTAIN
FOR AGAINST ABSTAIN
FOR AGAINST ABSTAIN
FOR AGAINST ABSTAIN |