Bel Fuse Inc. ($BELFA)

Good morning, everyone. I am Dan Bernstein, Chairman of the Board of Bel Fuse Inc., and I'd like to welcome you to Bel Fuse Inc. 2026 Annual Meeting of Shareholders, being held via remote communication. I shall act as Chairman of the meeting and request Lynn Hutkin to act as Secretary of the meeting. In addition to Lynn Hutkin, joining me today are our directors, Eric Nowling, Mark Segall, Dave Valleta and Farouq Tuweiq, our Chief Executive Officer. In addition, representatives from Grant Thornton LLP and [indiscernible] LLP are presented and are available to answer any order related questions from shareholders. Later in the call, we have an opportunity to answer questions that you have submitted. Only validating Class A shareholders will be able to ask questions in designated field on our web portal, who attempt to answer as many questions as time allows, but only questions that are relevant to the meeting will be addressed. Holders of Class B common stock at an questions may submit them to us at IR at Dallas com, and we do our best to retain either during or after the meeting. I will now ask Lynn to present proof of the due calling of this meeting and review certain procedure matters. Lynn?

Mr. Chairman, this is Lynn Hutkin. I present a copy of the notice of annual meeting and proxy statement dated April 10, 2026, which states the time, place and purpose of this meeting and the means of remote communication to be used. This document has been posted on the company's virtual annual meeting webcast and is also available at www.belfuse.com. I further submit the complete list certified by Continental Stock Transfer & Trust Company the transfer agent for the company of the holders of Class A common stock as of the close of business on the record date fixed by the Board of Directors for shareholders entitled to notice of and to vote at the company's annual meeting. This shows that as of the close of business on the record date, there were 2,115,263 shares of Class A common stock of the company outstanding, all of which are eligible to vote. I further submit the affidavit of distribution of the representative of Continental Stock transfer & Trust Company, showing that it caused to be mailed to each of the shareholders of record a notice of Internet availability of proxy materials and to be made available to such shareholders in accordance with SEC rules. A copy of the notice of meeting, proxy materials and Bel's annual report to shareholders. which contains the consolidated financial statements of Bel Fuse Inc. and its subsidiaries for the year ended December 31, 2025. The notice of meeting and proxy materials were filed with the Securities and Exchange Commission on April 10 2026. Please note that the company's bylaws provide that any business brought before an annual meeting by a stockholder, which is not specified in the notice of meeting must be submitted in writing in advance of the company. and that the notice meets certain requirements. The company did not receive any such notice, and as such, voting will be confined to the 5 proposals outlined in the proxy statement. Please note that any nonhistorical statements that the company will make today will constitute forward-looking statements under the Private Securities Litigation React of 1995. Actual results could differ materially from these statements as a result of a number of risks and uncertainties, including the risks that the company has cited in its most recent 10-K and 10-Q filings with the Securities and Exchange Commission, and that Bel Fuse typically cites in its press releases. Also, I would like to remind everyone that this meeting is not a public forum for purposes of the SEC's Regulation FD. As a result, while the company would be happy to provide you with general background information about the company, we will not be able to provide you with material nonpublic information at this meeting.

Lynn is directed to incorporate a copy of the notice of the annual meeting and proxy statement dated April 10, 2026, together with the affidavit distribution as part of the minutes of this meeting. Continental Stock Transfer & Trust Company has been appointed inspector of the election and has qualified been taking, striving to involve safely to execute the duties of inspector at this meeting. Our director [indiscernible] filed with the minutes of this meeting and that respect to take a poll of the shares representing at this meeting in person on this webcast or by proxy.

Mr. Chairman, this is Stacy Akley from Continental Stock Transfer & Trust Company. They are present in person on this webcast or by proxy at this meeting substantially more than 1/2 of all of the shares of Class A common stock outstanding entitled to vote at this meeting.

By region of the fact the whole new record of a majority of the outstanding Class A common stock of the company entitled to vote at this meeting are present in person on this webcast or by proxy or quarterly presented for all purposes Its meeting lawfully and properly convened and now competent to proceed to the transaction of the business for which it has been called and as stated in the notice therefore. The first order business for shareholders' action at this meeting is to elect two directors for 3-year terms or until the successors are elected or qualified. Mr. Segall will present the nomination of the Board of Directors.

This is Mark Segall. I nominate Dr. Rita Smith and Jacqueline Brito, each for a 3-year term to expire at the 2029 Annual Meeting.

This is Eric Nowling. I second the motion.

There being no other nominations other than provision in our bylaws, I declare the nominations for directors closed. chair recognized, Mr. Valetta.

Mr. Chairman, I move the ratification of the designation of Deloitte & Touche LLP to audit Bel's books and accounts for 2026.

This is Mark Segall. I second the motion.

The Chair recognizes Mr. Nowling.

Mr. Chairman, as set forth on the proxy statement as Proposal 3, the say-on-pay vote. I move a vote for the approval of the following advisory resolution: Resolved that the compensation paid to the company's named executive officers as disclosed in the company's 2026 product statement pursuant to Item 402 of Regulation SK, including the compensation tables and narrative discussion is hereby approved.

This is Dave Valletta. I second the motion.

The Chair recognizes Mr. Segall.

Mr. Chairman, as set forth in the supplementary proxy materials as proposal for I move a vote for the approval of the Bel Fuse Inc. 2026 equity compensation plan.

This is Eric Nowling. I second the motion.

As you know, a shareholder proposal was included in our proxy statement. Is there anyone here from GAMCO who would like to move the proposal?

Yes, Mr. Chairman.

You have heard the nominations and proposals -- go ahead.

Yes, Mr. Chairman. My name is George Maldonado, Director of Proxy Voting Services a representative of GAMCO Asset Management, Inc., beneficial owner of approximately 3% of Bel Fuse Class A common stock. I'm here on behalf of our clients to formally present GAMCO's shareholder proposal. The proposal reads as follows: resolved that the shareholders of Bel Fuse Inc. request that the Board of Directors take all necessary steps, including proposing any amendments to the company's bylaws and our Certificate of corporation as needed and subject to any required shareholder approvals, to permit holders of the Class A common stock to convert their shares into the Class B common stock at their option on a share-for-share basis. The Board may implement reasonable safeguards, such as caps, timing windows or pro rata mechanics to ensure compliance with existing charter provisions and to avoid any unintended consequences to the company's capital structure. The case is straightforward, GAMCO is a long-term shareholder of Bel Fuse. And while we applaud the board for successful steps to surface shareholder value, the Class A shares trade at approximately $20 per share discount to Class B that is a persistent inefficiency in the company's capital structure. Optional conversion would not at media value, let investors choose between voting power and enhance dividends, it's voluntary, not mandatory, reserves Class A voting rights and gives the Board full flexibility to design appropriate safeguards. On behalf of GAMCO we are [indiscernible] shareholders to vote for this proposal. Thank you, Mr. Chairman and fellow Bel Fuse shareholders for the time.

Thank you. You've heard the nominations in the proposal. The polls are now open. To any, if there are any registered holders of Class A common stock or persons who held legal proxies from such registered holders, we desired a vote who haven't already done so, who wish to change the vote that can be done through the remote annual meeting webcast site at this time. While we allow time for any final voting to take place in the web portal, I would like to ask Lynn to read any questions that have come through the web portal. Linn?

Mr. Chairman, I'm not showing that any questions have come in through the IR e-mail. I'll turn it over to Farouq to check the webcast portal.

Thanks, Lynn. Hello, Mr. Chairman. There are no questions that have come through the portal at this time.

Let's give it another 10 seconds. Lynn, any other questions you see? Farouq?

No further -- no questions at this time the far, Mr. Chairman.

No questions on the IR e-mail. Mr. Chairman.

There being no questions for the shareholders, I will pause a momentarily and then close the polls. Lynn?

Mr. Chairman, the Inspector of Election has presented a preliminary vote -- preliminary report of the voting. That report reflects the holders of a substantial majority of the shares of Class A common stock voted at this meeting have voted in favor of the Board's nominees to serve as directors. In favor of the ratification of Deloitte & Touche LLP to audit Bel's books for 2026 in favor of the advisory resolution approving the compensation of Bell's named executive officers in favor of the Bel Fuse Inc. 2026 equity compensation plan and against the shareholder proposal.

Thank you for your participation in our meeting. The final voting results will be published by the company in an 8-K to be filed by the company in the next few days. I'll Ms. Hutkin to follow the shareholders' list, proxies or ballots among the records of the company. At this time, I will entertain the motion to adjourn.

This is Dave Valletta. I second the motion.

Thank you for joining our meeting today, and the meeting is adjourned.