Item 5.07 Submission of Matters
to a Vote of Security Holders
On
October 25, 2022, Provident Acquisition Corp., a Cayman Islands exempted company with limited liability
(“Provident”), held an extraordinary general meeting (the “Extraordinary General Meeting”). There were
23,000,000 Class A ordinary shares and 5,750,000 Class B ordinary shares of Provident outstanding as of September 14,
2022, the record date for the Extraordinary General Meeting. At the Extraordinary General Meeting, the holders of 16,629,217
Class A ordinary shares and 5,750,000 Class B ordinary shares were represented in person or by proxy, representing
approximately 77.8% of the total ordinary shares of Provident, which constituted a quorum.
Set forth below are the
proposals voted upon at the Extraordinary General Meeting, which are described in more detail in the definitive proxy statement/prospectus
filed with the Securities Exchange Commission on September 30, 2022 (the “Proxy Statement/Prospectus”), and the final
voting results.
1. Proposal 1. The Business
Combination Proposal. To consider and vote upon, as an ordinary resolution, that the Agreement and Plan of Merger, dated
as of March 3, 2022, by and among Provident, Perfect Corp., a Cayman Islands exempted company with limited liability (“Perfect”),
Beauty Corp., a Cayman Islands exempted company with limited liability and a wholly owned subsidiary of Perfect (the “Merger Sub
1”), and Fashion Corp., a Cayman Islands exempted company with limited liability and a wholly owned subsidiary of Perfect (the “Merger
Sub 2”), as it may be amended and/or restated from time to time, including by the First Amendment to Agreement and Plan of Merger,
dated as of September 16, 2022, by and among Provident, Perfect, Merger Sub 1 and Merger Sub 2 (the “Business Combination Agreement”),
copies of which are attached to the Proxy Statement/Prospectus as Annex A and Annex A-1, and the transactions contemplated
thereunder (the “Business Combination”) including the mergers whereby Merger Sub 1 will merge with and into Provident (the
“First Merger”), with Provident surviving the First Merger as a wholly owned subsidiary of Perfect (the “First Merger
Surviving Company”), and immediately thereafter and as part of the same overall transaction, the First Merger Surviving Company
will merge with and into Merger Sub 2 (the “Second Merger”), with Merger Sub 2 surviving the Second Merger as a wholly owned
subsidiary of Perfect, be approved and authorized in all respects.
FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTE |
20,113,102 | |
1,698,043 | |
568,072 | |
0 |
2. Proposal 2. The Merger
Proposal. To consider and vote upon, as a special resolution, that the First Plan of Merger, a copy of which is attached
to the Proxy Statement/Prospectus as Annex C and have been produced and made available for inspection at the Extraordinary General
Meeting, and any and all transactions provided for in the First Plan of Merger, including, without limitation (a) the First Merger,
(b) from the effective time of the First Merger (the “First Merger Effective Time”), the amendment and restatement of
the existing memorandum and articles of association of Provident by deletion in their entirety and the substitution in their place of
the amended and restated memorandum and articles of association of Provident (as the First Merger Surviving Company) in the form attached
as Appendix II to the First Plan of Merger, being the memorandum and articles of association of Merger Sub 1, and (c) at the First
Merger Effective Time, (i) the redesignation of all authorized shares of Provident (as the First Merger Surviving Company) as ordinary
shares, such that the authorized share capital of the First Merger Surviving Company will become $22,100 divided into 221,000,000 ordinary
shares of a par value of $0.0001 each (the “First Merger Surviving Company Share Redesignation”), (ii) upon the First
Merger Surviving Company Share Redesignation becoming effective, the consolidation of the authorized share capital of the First Merger
Surviving Company such that the authorized share capital of the First Merger Surviving Company will become $22,100 divided into 221,000
ordinary shares of a par value of $0.10 each (the “First Merger Surviving Company Share Consolidation”), and (iii) upon
the First Merger Surviving Company Share Consolidation becoming effective, the increase of authorized share capital of the First Merger
Surviving Company from $22,100 divided into 221,000 ordinary shares of a par value of $0.10 each to $50,000 divided into 500,000 ordinary
shares of a par value of $0.10 each, be approved and authorized in all respects.
FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTE |
20,113,102 | |
1,698,043 | |
568,072 | |
0 |
3. Proposal 3. The Share
Issuance Proposal. To consider and vote upon, as an ordinary resolution, that for purposes of complying with applicable
listing rules of the Nasdaq Capital Market, the issuance of 20% or more of issued and outstanding ordinary shares of Provident in
connection with the Business Combination and related financing, be approved and authorized in all respects.
FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTE |
19,000,841 | |
2,810,304 | |
568,072 | |
0 |
As there were sufficient votes
to approve the above proposals, the “Adjournment Proposal” described in the Proxy Statement/Prospectus was not presented to
the shareholders.