MPC Energy Solutions N.V. ($MPCES)

AGM at noon Central European Time. On this occasion, I would like to welcome all shareholders, my fellow members on the Supervisory Board as well as the members of the Management Board of the company. This meeting is being held in Amsterdam, but shareholders are obviously able to join virtually, and we did that to accumulate shareholders that were not able to travel to Amsterdam. Before we turn to the agenda, I would like to state a number of formalities dealing with this AGM. First of all, I have appointed Ms. Heike Hulle as Secretary of the AGM and in her capacity, she will take the minutes of this meeting. This meeting will be held in English. Shareholders were allowed to cast votes by voting form prior to the AGM. Voting forms submitted by shareholders present during the AGM would be included in the vote count. The results will be formally announced during the AGM. All shareholders that were registered as such by April 29, 2026 were able to cast their votes. This AGM will be streamed as a live event and the recording will be made available on the company's website right after the meeting. I would again like to highlight that shareholders were able to ask questions -- are able to ask questions during this AGM and will also be allowed to ask questions -- able to ask questions prior to the AGM. [Operator Instructions] We turn to agenda item #2 questions from shareholders. There was one question that was submitted by shareholders prior to the AGM. Are the expected proceeds from Project Merlin enough to distribute the entire amount of EUR 1.70 per share, the maximum possible distribution under the proposed plan. And I would like to hand over to Stefan Meichsner to answer that question, member of the management Board.

Thank you, Ulf, and also good afternoon from my side to everyone joining this call. So to answer the question, it would require further divestments or other sources to generate or increase our free cash flow, for example, distributions from our projects or other sources of funding that we could raise on project level, for example, debt financing from local banks. If that does not happen, then it would, as I said, indeed require additional divestments to ultimately distribute the entire amount of EUR 1.70 per share. And I hope that answers your question.

Thank you very much, Stefan. I would like to take this opportunity to ask all participating shareholders, whether there are any further questions that needed to be answered during this meeting.

We currently have no questions. Perhaps we give it a few seconds. There's currently nothing coming in. If anything pops up in the next few minutes, I will...

Yes. If you have questions, this is addressed to the participating shareholders, please feel free to raise your questions at a later point in time during this meeting. With that, I would like to turn to agenda Item #3, the voting results. The holders of 11,446,124 shares were exercised during -- exercised their voting rights directly or via nominees. The votes representing 51.44% of total share capital were accepted. I would now proceed to present the voting results. First of all, Resolution #1, the adoption of the financial statements for 2025. The annual report and financial statements for the financial year '25 -- 2025 were published on April 28, 2026. The consolidated total assets of the company amounted to USD 125.3 million. The equity position was USD 39.9 million, representing an equity ratio of 32%. The consolidated cash position amounted to USD 10.5 million. MPC Energy Solutions recorded USD 5.6 million of consolidated revenues and a consolidated net loss of USD 9 million. The auditor EY Accountants BV has issued an unqualified opinion for the annual report and the financial statements 2025. The annual report and the financial statements are available on the company's website. A total of 11,446,124 votes were in favor of adopting the financial statements and thereby adopted. There were no votes against the adoption and there were no abstentions. Therefore, the resolution is passed. Turning to Resolution #2, the Discharge of the Management Board for the financial year 2025. Mr. Stefan Meichsner, Managing Director and Chief Financial Officer; and Mr. Fernando Zuniga, Managing Director, Latin America, were the only members of the Management Board during the financial year 2025. And it is proposed that they are being discharged of liability for their responsibilities in the financial year 2025. And again, 11,446,124 votes were in favor of the discharge and therefore, the resolution is passed unanimously. No votes against and no abstentions on this topic. Resolution #3, the Discharge of the Supervisory Board for the financial year 2025. Dr. Philipp Lauenstein; Mr. Kjell Roland; Mrs. Kathryn Baker; Mrs. Ellen Hanetho and Ulf Hollander were the only members of the Supervisory Board during the financial year 2025. It was proposed that all members are being discharged of their responsibilities in the financial year 2025 and again 11,446,124 votes were in favor of this resolution, no votes against and no abstentions, so the resolution has passed as well. Resolution #4 deals with the appointment of the auditor for the financial year 2026. It is proposed to reelect EY Accountants BV for the year 2026 as auditors of the company. They have been the auditor of the company since 2020 and are very familiar with the company's setup, the structures, the financial history and the financial plans. The company and EY expect to agree on a competitive fee structure for auditing the company's annual report and financial statements for the financial year 2026. I get to the votes. Again, 11,446,124 votes were in favor of this resolution, no votes against it and no abstentions. So the resolution is passed as well. Now it gets a little bit more extensive. Resolution #5, the increase of the company's share capital amendment of the company's Articles of Association. I would like to propose to amend the company's articles of association in accordance with the draft deed of amendment prepared by Zuidbroek B.V. to increase the nominal value of each issued share in the share capital of the company from EUR 0.10 each to EUR 1.80 each by charging the difference to the company's share premium reserve, the adoption of this Resolution 5 being conditional to Resolution 6 hereinafter having been adopted as well. And to authorize any and all members of the management board as well as any and all lawyers and paralegals practicing with Zuidbroek B.V. to execute the Deed of Amendment I. The respective draft deeds and details of the proposed resolution were shared as part of the notice to the AGM. The proposed amendment relates to an increase of the company's issued share capital by increasing the nominal value. This means in balance sheet terms that the item share premium will decrease and the item share capital will increase correspondingly. The total equity of the company will remain the same. The proposed amendment of the company's Articles of Association is a prerequisite for Resolution #6 proposed in the next agenda item. Again, both in favor of this amendment 11,446,124, no votes against it and no abstention dealing with this resolution. So again, the resolution is passed unanimously. Then we get to Resolution #6, which is even more extensive. The reduction of the company's share capital, several amendments of the company's Articles of Association and distribution to shareholders. I would like to propose to amend the company's Articles of Association in accordance with the Draft Deeds of Amendment II through VI prepared by Zuidbroek B.V. to stepwise decrease nominal value of each issued share in the share capital of the company to EUR 1.23, EUR 0.80, EUR 0.66, EUR 0.29 and EUR 0.10 per share and to repay an amount of up to EUR 1.70 per share to the company's shareholders under the condition that the necessary deeds of amendment have been executed. And to authorize any and all members of the management board as well as any and all lawyers and paralegals practicing with Zuidbroek B.V. to execute the Deeds of Amendment II through VI, whereby the deeds of Amendment through VI may only be executed if this Resolution 6 will have become effective in accordance with the provisions of Section 2:100 Paragraph 5 of the Dutch Civil Code. The Management Board may at its own discretion and subject to the approval by the Supervisory Board, have one or more of the deeds of amendments II through VI executed. In other words, the company's management board shall not be obliged to have any of the Deeds of Amendment II through VI executed and each such execution subject to approval by the Supervisory Board. And the Deeds of Amendment II through VI must be executed before December 31, 2027. The respective draft deeds and details of the proposed resolution were shared as part of the notice to this AGM. The proposed reduction of the company's issued share capital in several steps would, if executed lead to various repayments of share capital to the shareholders. This way, the company can distribute excess cash from the proceeds of projects in Guatemala and El Salvador, commonly known under the project name Merlin, and excess cash from the proceeds of other envisioned sales of projects in '26 and '27 to the shareholders. The proposed reduction of the company's share capital will be done by decreasing the nominal value of the shares following the increase in accordance with proposed Resolution 5. This requires an amendment of the Articles of Association. The management proposes several reductions of the issued share capital and there are several amendments of the company's Articles of Association in order to have flexibility as to the timing and the exact amount of any distributions to the shareholders. After its adoption, this resolution to reduce the share capital must be filed at the Dutch Trade Register, and the company has published a notice of the filing in a daily newspaper with a national circulation in the Netherlands. Within 2 months after such publication, any creditor may, by filing an application with the district court object to the resolution to reduce the capital, stating the security requested. The court shall disallow the application if the applicant has not shown prima facie that, as a result of the reduction of capital, there is reason to doubt that settlement of this claim will be made and that the company has not given sufficient security that his claim will be settled. According to the provisions of Section 2:100 Paragraph 5 of the Dutch Civil Code, this resolution to reduce the issued share capital shall not enter into force as long as an objection may be instituted. If an objection has been instituted in good time, this resolution shall enter into force only upon the withdrawal of the objection or upon an order setting aside the objection becoming enforceable. The various deeds of amendment of the company's articles of associations may not be executed prior thereto. The amount of any sales proceeds and the timing of their receipt by the company cannot be easily predicted. Therefore, the Management Board, with approval by the Supervisory Board should have discretion with regard to the implementation of this Resolution 6, and therefore, the timing and the exact amount of any distributions to shareholders. Discretion is also required for unforeseen circumstances. Currently, the Management Board expects that the first distribution repayment of capital can take place during the third quarter of 2026. Assuming that Project Merlin will have been successfully closed by that time that no objections will be instituted against this resolution #6. I get to the results on this resolution. Again, we have 11,446,124 votes in favor of the resolution, no votes against it and no abstentions. So this resolution is also passed unanimously. I noticed that there are no questions being raised. Therefore, I would like to close this AGM. It is 12:15. I would like to thank all participating shareholders for bearing with the company. We have demanding year ahead of us, and I'm sure management will do a good job in concluding the transactions that are at hand. Everything has been prepared as much as possible and as well as possible. And we keep our fingers crossed for a successful conclusion of those. We hope to see you again at the next AGM, and I conclude the meeting for now. Thank you very much for participating.