Velo3D shareholders approve officer exculpation, elect directors, ratify PwC

on June 8, 2023, at the Annual Meeting of Stockholders (the “Annual Meeting”) of Velo3D, Inc. (the “Company”), the Company’s stockholders approved a certificate of amendment (the “Certificate of Amendment”) to the Company’s certificate of incorporation to permit the exculpation of certain of the Company’s officers from liability in specific circumstances. On June 8, 2023, the Company filed with the Secretary of State of the State of Delaware the Certificate of Amendment.

Proposal 3: Approval of an Amendment to the Company's Certificate of Incorporation to Permit the Exculpation of Officers. Votes For Votes Against Abstentions Broker Non-Votes 127,726,011 673,792 106,135 20,400,533 As a result, the stockholders approved the Certificate of Amendment to permit the exculpation of certain officers of the Company.

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm. Votes For Votes Against Abstentions 148,719,225 148,427 38,819 As a result, the stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. There were no broker non-votes on this matter.

Proposal 1: Election of Directors. Nominee Votes For Votes Withheld Broker Non-Votes Michael Idelchik 112,383,665 16,122,273 20,400,533 Stefan Krause 128,106,349 399,589 20,400,533 Ellen Smith 127,256,561 1,249,377 20,400,533 As a result, the stockholders elected each of Michael Idelchik, Stefan Krause and Ellen Smith as Class II directors to serve until the 2026 Annual Meeting of Stockholders and until such director's successor is duly elected and qualified.