MICT Inc (MICT)

[makinezmoney]

$MICT: Dilution................ Increasing More shares to dump

To the Stockholders of MICT, Inc.:

You are cordially invited to attend the special meeting (the “Special Meeting”) of MICT, Inc. (“MICT” or the “Company”) to be held virtually via live webcast on , 2023, beginning at [ ], Eastern Time.

1. To approve and adopt an amendment to the MICT Amended and Restated Certificate of Incorporation, in the form appended to the accompanying proxy statement as Annex C, to increase the number of authorized shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), from 425,000,000 to [ ], which amendment is referred to as the “charter amendment” and which proposal is referred to as the “Charter Amendment Proposal”;

2. To approve, in accordance with Nasdaq Listing Rule 5635(a), the issuance of shares of Common Stock, upon conversion of the Company’s Series A Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”), which proposal is referred to as the “conversion proposal”; and

3. To approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Charter Amendment Proposal or the conversion proposal, which proposal is referred to as the “Adjournment Proposal.”

The board of directors of MICT has fixed the close of business on ______, 2023 as the record date (the “Record Date”) for the Special Meeting and only stockholders who held Common Stock of MICT as of the Record Date will be entitled to vote at the Special Meeting and at any adjournments and postponements thereof.