NextEnergy Solar Fund Limited (NESF) Earnings Call Transcript & Summary

Good day, ladies and gentlemen, and welcome to the NextEnergy Solar Fund Annual General Meeting of Shareholders. [Operator Instructions] I'd like to remind all participants that this call is being recorded. I now hand the call over to Active Chair of the Board for NextEnergy Solar Fund, Paul Le Page, to open the presentation. Please go ahead.

Good afternoon, ladies and gentlemen, and welcome to the Annual General Meeting, the AGM or Meeting of NextEnergy Solar Fund Limited. It's now shortly for mid-day, and a is present, I declare the meeting duly constituted I'm sharing this meeting today on behalf of Tony Quinlan, the Board Chair, who would normally be present here to Chair of the meeting. Because due to unfavorable weather conditions, two members of our Board who would be physically present in going at this meeting are actually attending from the United Kingdom. So both Tony Quinlan, the Board of Chair; and Josephine Bush, our Senior Independent Director, are attending from the United Kingdom. If I -- have pointed to Chair in accordance with the powers given to me by the Board on the Article of the Corporation. And just by way of introduction before we get underway, I'll very briefly introduce my board colleagues. So Tony Quinlan, who the Board Chair, is joining us virtually today; Jo Peacegood, who is the Audit Committee Chair is attending in-person today; Josephine Bush, the Senior Independent Director, is also attending virtually today; and Caroline Chan, the Chair of the Remuneration and Nomination Management Engagement Committee, is attending in-person today. With regard to shareholder questions today, as part of the company's continued commitment to transparency and as noted in the notice of AGM, registered shareholders were encouraged to pre-submit written questions in advance of today's meeting. Responses to those questions will be sent directly to the relevant shareholders and made available on the company's website shortly following the AGM. So now let's turn to the resolutions of the meeting. The notice of the 12th AGM of the company has been available to shareholders for the statute period. And with your permission, I'll take the notice of AGM dated 7th of August 2026 as read. In addition, unless anyone has any objections, I propose that we each resolution that are set out in the same notice of the meeting as read. As per article 23.9 of the company's articles of corporation for has elected to put each resolution to vote by way of a poll. Before we proceed through the resolutions, I'll explain the voting process. The Board has elected to put each resolution to a poll and as proxy votes have already been received, the outcome of each resolution will be announced on the basis of those proxy votes, subject to the final verification following the meeting. May I remind attendees that only registered shareholders, duly authorized corporate representatives and registered proxies are entitled to vote on the resolutions or ask questions at the meeting. The schedule setting out a summary of the proxy votes received for each resolution is available from the Secretary. For the record, I'm represented by proxy and aggregate of 273,299,125 ordinary shares held by 94 shareholders. So just -- I will start the ordinary business and the 11 ordinary resolutions that are proposed. In order an ordinary resolution be passed, a simple majority of the total number of votes cast for and against resolution is required. A summary of all proxy votes for all resolutions to be proposed today will be available on your website -- on our website, and for collection from the company's Secretary at the end of the meeting if anyone so wishes. Starting with Resolution 1. I therefore propose resolution 1 as set out in full and notice of AGM dated 7th of August '26, the annual report and financial statements of the company for the year ended 31st of March 2026. I put the resolution to the meeting at Resolution. I declare the resolution carried. For the record and in accordance with the U.K. Corporate Governance Code, I should mention that for this resolution, the company has received valid proxies representing 99.81% of votes in favor of the resolution and 0.19% of folks against resolution. Resolution 2. I propose the resolution 2 as set out in full in the notice set of AGM dated 7th of August 2026 to approve the directors' remuneration report for the year ended 31st of March 2026. I'll put the resolution to the meeting as an ordinary resolution. I declare the resolution carried. For your information, 97.41% of proxy votes received in favor of the resolution and 2.59% of votes against the resolution. Resolution 3. Proposes Resolution 3 as set out in further note of AGM basis 7th of August '26 to approve the company's dividend policy. I put the resolution to the meeting as an ordinary resolution. I declare the resolution carried. For your information, 99.44% of proxy votes were received in favor of the resolution and 0.56% of votes against the resolution. Resolution 4. The proposed resolution 4 as set out in full in most of AGM dated 7th August '26 to approve the amendment to the company's investment policy to increase the maximum allocation to stand-alone storage assets from 10% to 30% of gross asset value. I put the resolution to the meeting as ordinary resolution. I declare the resolution carried. For your information, 85.04% of proxy votes were received in favor of the resolution and 14.96% of votes against resolution. Resolution 5. Proposed resolution 5 as set that fuller notice of AGM dated 7th August 2026, that Tony Quinlan be elected as a Director of the company. I put the resolution to the meeting as an ordinary resolution. I declare the resolution carried. For your information, 98.59% of proxy votes received in favor of the resolution and 1.41% of votes against resolution. I'll now hand over to my colleague, Ms. Chan, to propose for Resolution 6, which relates to my election as a director of the company.

Thank you. Resolution 6. Our proposed Resolution 6 is set out in full in the notice of AGM dated 7 October (sic) [ August ] 2026, that Paul Le Page be reelected as a Director of the company. I put the resolution to the meeting as an ordinary resolution. I declare the resolution carried. For your information, 97.71% of property votes were received in favor of the resolution and 2.29% of proxy votes were received against the resolution. I will now hand back over to Paul Le Page as chair of the meeting.

Thank you, Caroline. I'm continuing with Resolution 7. Our proposed resolution 7 as set out in full of the notice of AGM dated 7th of August 2026, that Josephine Bush be reelected as a director of the company. I put the resolution to the meeting as an ordinary resolution. I declare the resolution carried. For your information, 97.68% of votes were received in favor of the reservation and 2.32% of votes against the resolution. Resolution 8. Our proposed resolution 8 as set out in full on notice of AGM dated 7th of August 2026, that Jo Peacegood be reelected as a director of the company. I put the resolution to the meeting as an ordinary resolution. I declare the resolution carried. For your information, 97.68% of proxy votes were received in favor of the resolution and 2.32%, both against resolution. Resolution 9. Our proposed resolution 9 as set out in the AGM dated 7th of August 2026 that Caroline Chan be reelected as a director of the company. I put the resolution to the meeting as an ordinary resolution. I declare the resolution carried. For your information, 97.70% of votes -- proxy votes received in favor of the resolution and 2.30% of votes against resolution. So turning to Resolution 10. Our proposed resolution 10 as set out in full in the notice of AGM dated 7th August 2026, that KPMG Limited, be reappointed as auditors of the company, the whole office until the conclusion of the next AGM. I put the resolution to the meeting as an ordinary resolution. I declare the revolutionary carried. For you information, 98.91% of proxy votes received in favor of the resolution and 1.09% of votes against the resolution. Resolution 11. Our proposed resolution 11 as set out in AGM dated 7th August 2026, that the directors be authorized to set the remuneration of the auditor. I put the resolution to the meeting as an ordinary resolution. I declare the resolution carried. For your information, 98.54% of proxy votes were received in favor of the resolution and 1.46% of votes against resolution. Now we come to the special business. And the 4 special resolutions that are proposed. The order that a special resolution be passed, not less than 75% -- in get tech number of votes cast for the resolution is required. Resolution 12. Resolution 12 as a special resolution as set out in full of notice of AGM dated 7th August 2026, as the directors will be authorized the issue and a lot ordinary ships from 10% of the aggregate number of our shares in issue, excluding treasury shares, assets out in the articles of corporation company. I put the resolution of the meeting as a special resolution. I declare the resolution carried. For your information, 96.96% of the proxy votes were received in favor of the resolution and 3.04% of proxy votes against the resolution. Resolution 13. Proposed Resolution 13 as set out in full in the notice of AGM dated 7th August 2026, being conditional on the passing of Resolution 12, that the directors be authorized to issue and allot ordinary shares, equipment to a further 10% of the aggregate number of ordinary shares in issue, excluding treasury shares, are set out in the articles incorporation of the company. I put the resolution of the meeting as a special resolution. I declare the resolution carried. For you information, 96.83% of proxy votes received in favor of the resolution and 3.17% of votes against resolution. Resolution 14. Our proposed resolution 14 as set out in full in the notice of AGM dated 7th of August 2026 that the company be authorized to make market purchases up to 14.99% of the ordinary shares issued excluding treasury shares. I put the resolutions committing as a special resolution. I declare the resolution carried. For your information, 99.51% of proxy votes were received in favor of the resolution and 0.49% of those against revision. And finally, turning to resolution 15. Our proposed resolution 15 as setout in full in the notice of AGM dated 7th August 2026 that the company ceases to continue in its present point, i.e., the discontinuation vote. I declare Resolution 15 has not been carried, which is in line with the Board's recommendation that the company should continue its present form. For your information, 93.17% of votes were against the resolution, 6.83% of votes -- proxy votes were received in favor of the resolution. To conclude, the votes cast will be verified by MUFG following the meeting. As there are no further items of official business on the agenda, I declare the poll close. Final voting results will be published at Via Stock Exchange announcement this afternoon and will also be posted on the company's website. Is there any other business? In that case, thank you all very much for taking the time to attend today. We also thank our long-term shareholders for their continuing interest and support. By recording the meeting together with responses to any precipitate questions will be made about on the company's website. Thank you. Goodbye.

This concludes today's meeting. You may now disconnect.