Exela Technologies : Joint 2023-2024 Proxy and 2022-2023 Annual Report

2023 & 2024

PROXY

STATEMENT

2022 & 2023

ANNUAL REPORT

Letter from our Executive Chairman and fellow Exelarator, Par Chadha

April 29, 2024

Fellow Shareholders,

I am humbled to serve as your Executive Chairman and serve our almost 14,000 employees in over 23 countries who partner with our customers to bring efficiencies and best in class services and solutions. We accomplished several milestones in 2023, including an increase in net cash flows from operations of approximately $90 million versus 2022 and a significant reduction in long-term debt expense. We positioned the company for growth by expanding our services and added to our capabilities by investing in talented people. In November 2023, XBP Europe Holdings, Inc, our European business, started trading on Nasdaq. Our primary strategic objective for 2024 and beyond is value expansion by leveraging our strong foundation.

In 2023, we saw our investment in a remote-work business model begin to pay off. Our "work from anywhere and whenever" model has reduced our real estate footprint, and we intend to continue this reduction in future years. We also expanded our investment in people across many functions, while also implementing automation to maximize efficiencies in other areas. We plan to continue our successful 2023 strategy in 2024 with an emphasis on maintaining agility and driving more automation.

No letter to shareholders would be complete without an expression of gratitude to those of you who support us and also to our fellow employees. Our team continues to deliver amazing outcomes for our customers every day despite the challenging environment worldwide. Our employees' ability to continuously adapt and transform enabled us to deliver $1.064 billion revenue in 2023 with nearly 1,900 less employees than the prior year, and at the same time earning several notable recognitions from leading industry research organizations for our solutions and automation.

We have a defined purpose, and we continue to play our part to provide equal opportunities, to invest responsibly in a greener, more sustainable world, and to digitally transform others for a better tomorrow. We have much to do still. We will not stop until the job is done.

Par Chadha

Executive Chairman

PROXY STATEMENT & JOINT MEETING NOTICE

NOTICE OF COMBINED 2024 AND 2023 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 13, 2024

Exela Technologies, Inc. ("Exela" or the "Company") cordially invites you to attend its combined 2024 and 2023 annual meeting of stockholders (the "Annual Meeting"). We did not hold an annual meeting last year and as such we are holding a combined 2023 and 2024 annual meeting this year. The Annual Meeting will be conducted virtually at www.virtualshareholdermeeting.com/XELA 2024, at 10:00 a.m., Central Time, on June 13, 2024 for the purpose of:

1. 1. Electing to the Board of Directors the nominees named in the accompanying Proxy Statement who have been nominated by the Board of Directors to serve as Class A and Class C directors and whose current terms will expire at the Annual Meeting;
   2. Acting upon a proposal to approve, on a non-binding, advisory basis, compensation of the Company's named executive officers as described in the accompanying Proxy Statement;
   3. Acting on a proposal to approve, on a non-binding, advisory basis, the frequency of future non-binding, advisory votes on compensation paid to the Company's named executive officers;
   4. Acting upon a proposal to approve the Exela Technologies, Inc. 2024 Stock Incentive Plan;
   5. Acting upon a proposal to approve the Certificate of Designations of the Company's Series B Cumulative Convertible Perpetual Preferred Stock to allow the Company, in its sole discretion, to have the ability to (a) pay dividends in shares of Common Stock, (b) pay less than all of the accrued dividends, and
2. pay dividends on any date designated by the Company's board of directors for the payment of dividends;
3. 1. Acting a proposal to ratify the appointment of EisnerAmper LLP as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2024; and
   2. Acting upon a proposal to approve one or more adjournments of the Annual Meeting, if necessary or appropriate, if a quorum is present, to permit further solicitation of proxies if there are not sufficient votes at the time of the meeting to approve Proposal No. 5.

The 2023 annual meeting, which had a record date of October 9, 2023 (the "2023 Meeting"), was previously adjourned to June 13, 2024 from its originally scheduled date due to the Company's inability to achieve a quorum. As a result of the length of time between the original meeting date for the 2023 Meeting and the date of the adjourned 2023 Meeting, the Board of Directors has fixed the close of business on April 17, 2024 as the date for determining stockholders of record entitled to receive notice of, and to vote at, the 2023 Meeting, as well as the annual meeting for 2024, which will be held concurrently on June 13, 2024. The Board of Directors unanimously recommends that stockholders vote their shares in favor of the election of the Class A and Class C nominees, and in favor of Proposals 2, 3, 4, 5, 6 and 7.

This Notice and accompanying Proxy Statement and proxy or voting instruction card will be first mailed to you and to other stockholders of record commencing on or about April 29, 2024. All stockholders are cordially invited to attend the Annual Meeting. The Annual Meeting will be held in a virtual meeting format so as many stockholders as possible can participate. Whether or not you plan to attend the Annual Meeting, I hope that you will vote as soon as possible. Please review the instructions on the proxy or voting instruction card regarding your voting options.

If you have any questions regarding the accompanying proxy statement or how to vote your shares, you may contact Advantage Proxy, Inc., our proxy solicitor, at (toll-free)866-894-0536 or email: [e-mail].

By Order of the Board of Directors

Par Chadha

Executive Chairman

April 29, 2024

TABLE OF CONTENTS
	Page
PROXY STATEMENT	1
Questions and Answers About the Annual Meeting and Voting	1
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to
Be Held on June 13, 2024	6
PROPOSAL 1 - ELECTION OF DIRECTORS	7
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE
DIRECTOR NOMINEES	7
2024 and 2023 Nominees for Election to the Board of Directors	7
Nominees for Class A Directorship - Term Expiring at Annual Meeting for 2024	7
Nominees for Class C Directorship - Term Expiring at Annual Meeting for 2023	8
Continuing Members of the Board of Directors	9
Additional Information Concerning the Board of Directors of the Company	10
Director Independence	10
Board Leadership Structure	11
Board Role in Risk Oversight	11
Board Diversity	11
DIRECTOR REMUNERATION	12
COMMITTEES OF THE BOARD OF DIRECTORS	14
PROPOSAL 2 - ADVISORY VOTE ON COMPENSATION PAID TO OUR NAMED
EXECUTIVE OFFICERS	18
PROPOSAL 3 - ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY
VOTES ON COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS	19
PROPOSAL 4 - APPROVAL OF THE EXELA TECHNOLOGIES, INC. 2024 STOCK
INCENTIVE PLAN	20
PROPOSAL 5 - APPROVAL OF THE ADOPTION OF THE AMENDMENT TO THE
CERTIFICATE OF DESIGNATIONS OF THE SERIES B PREFERRED STOCK	25
PROPOSAL 6 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM	27
REPORT OF THE AUDIT COMMITTEE	29
PROPOSAL 7 - APPROVAL TO ADJOURN THE ANNUAL MEETING, IF NECESSARY, TO
SOLICIT ADDITIONAL PROXIES	30
Overview	30
Consequences if the Adjournment Proposal is Not Approved	30
Required Vote of Stockholders	30
EXECUTIVE COMPENSATION	31
Narrative to Summary Compensation Table	32
EXECUTIVE OFFICERS	42
OWNERSHIP OF EQUITY SECURITIES	43
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	46
OWNERSHIP OF SPECIAL VOTING STOCK	47
OTHER MATTERS	48
Delinquent Section 16(a) Reports	48
Solicitation of Proxies	48
Stockholder Proposals for 2025 Annual Meeting	48
Communications with the Board	48
Householding	49
Annex A - Exela Technologies, Inc. 2024 Stock Incentive Plan	A-1
Annex B - Amendment to the Series B Preferred Stock Certificate of Designations	B-1

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