Shareholder Letter

Dear Valued Shareholder:

We hope this letter finds you well. We are writing today with a brief update on measures taken by Nuvve (NVVE) to regain compliance with the Nasdaq Marketplace Rule 5550(a)(2) (the “Bid Price Rule”) and to request your help to protect against potential trading violations and market manipulation of our common stock’s price.

As fiduciaries for our shareholders, we are always concerned about the vulnerability of our shares in the public market. This is why last year we engaged Shareholder Intelligence Services, LLC (“ShareIntel”) to help identify and combat suspected illegal naked short selling activities of Nuvve’s common stock. Such market manipulation schemes can artificially depress share prices below the minimum $1.00 per share requirement, and on March 27, 2024, Nuvve received a written notice from Nasdaq of its failure to satisfy the Bid Price Rule requirement.

On September 9th, 2024 you voted and approved our Board of Directors to effect a reverse stock split of Nuvve’s common stock, and on September 17th, 2024 Nuvve implemented this action with a ratio of 1-for-10. The goal is for Nuvve to have a sustained share price increase above the Bid Price Rule requirement. The reverse stock split has also resulted in a lower total share count – our calculations show that Nuvve currently only has 652,727 shares outstanding.

A defensive posture is now important to assist in the prevention of further attacks on our shares. We believe reducing the number of shares outstanding helps, but there are other actions available to shareholders who want to assist in protecting the value of their shares.

What You Can Do to Protect Your Shares

We are now asking shareholders to consider taking precautions so that Nuvve’s shares become unavailable for stock loans made by brokers to other firms. These stock loans often play a key role in predatory short-selling practices designed to reduce the value of your stock. Here are some actions you can consider to help protect the value of your shares:

1. Consider Holding Your Shares in a Cash Account.
To make your shares unavailable for any stock loans, always keep your shares in a cash account (“fully paid for securities”). See Exhibit A for guidance on how to direct your broker to keep your shares in a cash account.

2. Consider Requesting a “No Loan” Status for Your Shares.
Some brokerage firms allow shareholders to request that their shares not be loaned out. This could be a helpful precaution for shareholders who wish to ensure their shares are not contributing to short-selling activities. Make sure to confirm this option with your broker.

3. Consdider holding your shares in a Bank and/or Retirement Account.
Transferring custody of your shares from the brokerage account to your bank (if they have custody services) and/or held in your retirement account (if permitted by your plan) will also help ensure shares are not contributing to short-selling activities. Make sure to communicate that this is your goal.

4. Understand The Implications of Placing Your Shares in a Margin Account.
If you have a margin account, any security you place in it as collateral can be lent or pledged to other firms.

5. Consider Holding Physical Stock Certificates.
Taking physical possession of your shares will ensure they are not used in short-selling activities (there may be some cost to you).

Despite the challenges Nuvve has faced, we remain confident in the future of our company and our focus remains on driving growth in our core areas: (1) the North American school bus market; (2) applying our technology to large-scale turnkey fleet electrification V2G Hubs; and (3) enhancing our offerings with AI. We have taken decisive action to maintain our Nasdaq listing and safeguard shareholder value, and we will continue to do so moving forward. Your support remains critical and we remain committed to enhancing shareholder value as we advance.

Thank you for your continued trust and belief in our vision! Please feel free to reach out to discuss with us at investors@nuvve.com.

Warm regards,

Gregory Poilasne
CEO, NUVVE

David Robson
CFO, NUVVE

Ted Smith
President and COO, NUVVE