EX-99.1 4 d69158dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

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SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. III THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON JANUARY 6, 2021 The undersigned hereby appoints Chamath Palihapitiya, Ian Osborne, Steven Trieu, Simon Williams or the Chairperson of the extraordinary general meeting, which we refer together as the “Proxies”, and each of them independently, with full power of substitution as proxies to vote the shares that the undersigned is entitled to vote, which we refer to as the P R “Shares”, at the extraordinary general meeting of Social Capital Hedosophia Holdings Corp. III, a Cayman Islands exempted company (“SCH”), to be held on January 6, 2021 at 12:00 p.m., Eastern Time, at the offices of Skadden, O Arps, Slate, Meagher & Flom LLP located at 525 University Ave, Palo Alto, California 94301, or virtually via live webcast X at https://www.cstproxy.com/socialcapitalhedosophiaholdingsiii/sm2021, and at any adjournments thereof. Such Shares shall be voted as indicated with respect to the proposals listed below and, unless such authority is withheld on Y the reverse side hereof, the Proxies’ discretion on such other matters as may properly come before the extraordinary general meeting or any adjournment thereof. C A The undersigned acknowledges receipt of the accompanying proxy statement/prospectus and revokes all prior proxies R for said extraordinary general meeting. D THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF YOU RETURN A SIGNED AND DATED PROXY CARD BUT NO DIRECTION IS MADE, YOUR SHARES WILL BE VOTED “FOR” THE PROPOSALS SET FORTH ON THE REVERSE SIDE. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY. Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting to be held on January 6, 2021: The notice of extraordinary general meeting and the accompanying proxy statement/prospectus are available at https://www.cstproxy.com/socialcapitalhedosophiaholdingsiii/sm2021. SEE REVERSE SIDE


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Please mark vote as THE BOARD OF DIRECTORS OF SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. III RECOMMENDS A VOTE “FOR” PROPOSAL NOS. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 AND 13. indicated in this X example Proposal No. 1 — The BCA Proposal — To approve by FOR AGAINST ABSTAIN Proposal No. 6 — Organizational Documents Proposal D — FOR AGAINST ABSTAIN ordinary resolution and adopt the Agreement and Plan of To provide that the board of directors of Clover Health be Merger, dated as of October 5, 2020 (the “Merger Agreement”), divided into three classes with only one class of directors being by and among SCH, Asclepius Merger Sub Inc. (“Merger Sub”) elected in each year and each class serving a three-year term; and Clover Health Investments, Corp. (“Clover”), a copy of and which is attached to the accompanying proxy Proposal No. 7 — Organizational Documents Proposal E — FOR AGAINST ABSTAIN statement/prospectus statement as Annex A. The Merger To authorize all other changes in connection with the Agreement provides for, among other things, the mergers of (x) replacement of the Cayman Constitutional Documents with the Merger Sub with and into Clover, with Clover surviving the Proposed Certificate of Incorporation and Proposed Bylaws as merger as a wholly owned subsidiary of SCH, and (y) Clover part of the Domestication (copies of which are attached to the with and into SCH, with SCH surviving the merger, in each case, accompanying proxy statement/prospectus as Annex J and in accordance with the terms and subject to the conditions of Annex K, respectively), including (1) changing the corporate the Merger Agreement as more fully described elsewhere in the name from “Social Capital Hedosophia Holdings Corp. III” to accompanying proxy statement/prospectus. “Clover Health Investments, Corp.” in connection with the Proposal No. 2 — The Domestication Proposal — To approve FOR AGAINST ABSTAIN Business Combination, (2) making Clover Health’s corporate by special resolution, the change of SCH’s jurisdiction of existence perpetual, (3) adopting Delaware as the exclusive incorporation by deregistering as an exempted company in the forum for certain stockholder litigation, (4) being subject to the Cayman Islands and continuing and domesticating as a provisions of Section 203 of DGCL and (5) removing certain corporation incorporated under the laws of the State of Delaware provisions related to SCH’s status as a blank check company (the “Domestication” and, together with the Mergers, the that will no longer be applicable upon consummation of the “Business Combination”). Business Combination, all of which SCH’s board of directors believes is necessary to adequately address the needs of Clover Organizational Documents Proposals — To approve by special Health after the Business Combination. resolution, the following material differences between SCH’s Amended and Restated Memorandum and Articles of Proposal No. 8 — Director Election Proposal — To approve FOR AGAINST ABSTAIN Association (as may be amended from time to time, the by ordinary resolution, the election of five directors who, upon “Cayman Constitutional Documents”) and the proposed new consummation of the Business Combination, will be the certificate of incorporation (“Proposed Certificate of directors of Clover Health. Incorporation”) and the proposed new bylaws (“Proposed Proposal No. 9 — The Stock Issuance Proposal — To approve FOR AGAINST ABSTAIN Bylaws”) of Social Capital Hedosophia Holdings Corp. III (a by ordinary resolution, for purposes of complying with the corporation incorporated in the State of Delaware, and the filing applicable provisions of Section 312.03 of the NYSE Listed with and acceptance by the Secretary of State of Delaware of the Company Manual, the issuance of shares of Clover Health Class certificate of domestication in accordance with Section 388 of A common stock or Clover Health Class B common stock, as the Delaware General Corporation Law (the “DGCL”)), which will applicable, to (a) the PIPE Investors, including the Sponsor be renamed “Clover Health Investments, Corp.” in connection Related PIPE Investors, pursuant to the PIPE Investment and with the Business Combination (SCH after the Domestication (b) the Clover Stockholders pursuant to the Merger Agreement and/or the Business Combination, including after such change of (as such terms are defined in the accompanying proxy name, as applicable, is referred to herein as “Clover Health”): statement/prospectus). Proposal No. 3 — Organizational Documents Proposal A — To FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN authorize the change in the authorized capital stock of SCH from Proposal No. 10 — The Equity Incentive Plan Proposal — To 500,000,000 Class A ordinary shares, par value $0.0001 per approve by ordinary resolution, the Clover Health 2020 Equity share, 50,000,000 Class B ordinary shares, par value $0.0001 Incentive Plan. FOR AGAINST ABSTAIN Proposal No. 11 — The Management Incentive Plan Proposal per share, and 5,000,000 preferred shares, par value $0.0001 — To approve by ordinary resolution, the Clover Health 2020 per share, to 2,500,000,000 shares of Class A common stock, Management Incentive Plan. par value $0.0001 per share, of Clover Health (the “Clover Health Class A common stock”), 500,000,000 shares of Class B Proposal No. 12 — The ESPP Proposal — To approve by FOR AGAINST ABSTAIN common stock, par value $0.0001 per share, of Clover Health ordinary resolution, the Clover Health 2020 Employee Stock (the “Clover Health Class B common stock”) 25,000,000 and Purchase Plan. shares of preferred stock, par value $0.0001 per share, of Clover Proposal No. 13 — The Adjournment Proposal — To approve FOR AGAINST ABSTAIN Health (the “Clover Health preferred stock”); by ordinary resolution, the adjournment of the extraordinary Proposal No. 4 — Organizational Documents Proposal B — To FOR AGAINST ABSTAIN general meeting to a later date or dates, if necessary, to permit authorize the board of directors of Clover Health to issue any or further solicitation and vote of proxies in the event that there are all shares of Clover Health preferred stock in one or more insufficient votes for the approval of one or more proposals at classes or series, with such terms and conditions as may be the extraordinary general meeting. expressly determined by the Board and as may be permitted by the DGCL; Proposal No. 5 — Organizational Documents Proposal C — To FOR AGAINST ABSTAIN provide that holders of shares of Clover Health Class A common stock will be entitled to cast one vote per share of Clover Health Class A common stock and holders of shares of Clover Health Class B common stock will be entitled to cast 10 votes per share of Clover Health Class B common stock on each matter properly submitted to Clover Health stockholders entitled to vote; THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED Date: (Signature) (Signature if held Jointly) Signature should agree with name printed hereon. If shares are held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney. A vote to abstain will not be treated as a vote on the relevant proposal. PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE ABOVE SIGNED SHAREHOLDER. IF YOU RETURN A SIGNED AND DATED PROXY BUT NO DIRECTION IS MADE, YOUR ORDINARY SHARES WILL BE VOTED “FOR” THE PROPOSALS SET FORTH ABOVE.