MPC Energy Solutions N.V. (MPCES.OL) Earnings Call Transcript & Summary

Yes. Good morning, everybody. My name is Ulf Hollander, and I'm Chairman of NBC Energy Solutions, and I would like to welcome you to our extraordinary general meeting, which I open here with. I would like to welcome all shareholders and by the same token, I would also like to welcome the other members of the Supervisory Board and the members of the Management Board of the company. The meeting is being held in Amsterdam, but shareholders are also able to join virtually, so we can accommodate those shareholders that were not able to travel to Amsterdam. Before addressing the agenda items, I would like to go through a few formalities regarding this Extraordinary General Meeting. First, Ms. Heike Hülle was appointed Secretary of this meeting, and I've asked her to take the minutes of this meeting. The meeting will be held in English. Shareholders were allowed to cast votes by voting from prior to this AGM. Voting forms submitted by shareholders present during this meeting would be included in the vote count, of course. The results would be formally announced during this extraordinary general meeting. All shareholders that were registered as such by November 14, 2025, were able to cast their votes. This extraordinary general meeting will be streamed as a live event and the recording will be made available on the company's website after the meeting. I would again like to highlight that shareholders were able to ask questions prior to this Extraordinary General Meeting, and they will also be allowed to ask questions during the meeting. [Operator Instructions]. With that, I would like to turn to the Agenda Item #2 and ask Stefan Meichsner, member of the Management Board to take you through the proposed transaction.

Thank you very much, Ulf. I will now give a brief summary of the transaction that we have internally called Project Merlin. It concerns the sale of 1 holding company and 2 project entities that we currently own in Guatemala and El Salvador, respectively. Both of these project entities own solar PV plants with a combined capacity of over 87-megawatt peak. And on 7th of November this year, we signed an agreement to sell these projects, for $27.1 million to an investor group from Panama. The transaction is not yet closed. A number of pre-closing conditions have to be met prior to closing being achieved, which we currently expect to happen during the second quarter of 2026. Some of these are relatively extraordinary like, for example, seeking shareholder approval, which is why we are here today. Others are embedded in the day-to-day of these projects, for example, receiving permits for the operational start in Guatemala or asking financing banks for a change of control approval. We are working on all of these milestones. And as I said, we expect everything to be ready to achieve closing by next year. To provide some securities to the buyer, we have defined a number of guarantees that MPC Energy Solutions will provide to the buyer next to the standard representation and warranties that are customary in such transactions. We've also agreed to retain to keep a minimum cash balance for the duration of these reps and warranties over 18 months. We will start by $2.7 million minimum cash reserve after closing, which will then be lowered to $1.35 million for the remaining 6 months. Just one additional side note, should any of the conditions that we agreed to, to close this transaction, not be waived or met prior to 7th of November next year 2026. So 12 months after the sales agreement was signed, either party could theoretically step out of the transaction. This is a long stop date that we defined. And of course, it can be extended by different parties agree to do so and certain closing conditions that are not met by then could also be waived. But as I said before, we expect the transaction to close in the second quarter of 2026. So we have a very sufficient buffer to make sure that we do our homework prior to the long stop date. If you do need further information, we kindly ask you to refer to the shareholder circular that we included in the EGM notification that was sent out around a month ago. And with that Ulf, I conclude my summary of the proposed transaction and hand the call back to you. Thank you.

Thank you very much, Stefan. With that, I would like to turn to Agenda Item #3, questions from shareholders. I would like to point out that no questions were submitted by the shareholders prior to this Extraordinary General Meeting. I would ask the participating shareholders again whether there are any questions pending?

We have not received any questions so far.

So that does not seem to be the case. And with that, I would like to turn to the Agenda Item #4 and present the voting results. The holders of 12,284,367 shares exercised their voting rights directly or via nominees. The votes representing 55.2% of the total share capital were accepted by me. I would like to present the results as follows: approval of the transaction Resolution #1. It is proposed that the transaction is approved. The management intends to dispose of the company's participation in the project companies in El Salvador and Guatemala. Please refer to Annex #4 of this meeting an invitation for details. Thereafter, the company envisages salting the company's interest in the remaining projects as well. According to Article 7.3.2 of the company's Articles of Association and Article 2.107a, Paragraph #1 of the Dutch Civil Code, the proposed resolution requires the approval of the General Meeting. 12,284,367 votes were cast in favor of the resolution. Therefore, the resolution is passed. Resolution #2, the ratification of resolutions from previous general meetings. I would like to propose the ratification of the resolutions adopted at the Extraordinary General Meeting of August 20 in 2024 and the Annual General Meeting of May 9 in 2025. In 2020, in response to the Corona virus pandemic, the Dutch Government introduced temporary legislation, which allowed Dutch companies to hold their general meetings in a virtual form. On February 1, 2023, this temporary basis for virtual general meetings lapsed. In January '24, bill permanently allowing virtual general meetings was submitted to the Dutch Parliament. If passed, the new law will permanently allow Dutch companies to hold general meetings in a virtual-only format. Currently, the bill is pending the Dutch Parliament. The company had virtual general meetings on August 20 in 2024 and May 9 in 2025. At the Extraordinary General Meeting on August 20 of last year, Fernando Zuniga was appointed as Managing Director of the company. At the Annual General Meeting on May 9 this year, the company's financial statements for 2024 were adopted. The discharge of liability was granted to the members of the Management Board for the financial year 2024 and the discharge of liability was granted to the members of the Supervisory Board as well for the financial year 2024. And the accountants from EY BV, were appointed as auditors of the company for the financial year 2025. In view of the above, it is proposed to ratify the resolutions adopted at the Extraordinary General Meeting of August 20, 2024 and the Annual General Meeting of May 9, 2025. Again, 12,284,367 votes were cast in favor of the resolution and the resolution, thereby has passed. And with that, I would like to conclude this Extraordinary General Meeting and conclude this at 10 minutes past 11. I would like to thank the participants for joining and I would like to thank the management for the tremendous effort in getting this transaction started. And hopefully, we -- they get it across the finish line as soon as possible. Thank you very much.