Capstone Green Energy Holdings, Inc. (CGEH)
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May 5, 2026, 3:59 PM EST
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AGM 2025

Aug 12, 2025

Robert Flexon
Chairman of the Board, Capstone Green Energy Holding, Inc.

Good morning, ladies and gentlemen. I'm Robert Flexon, Chairman of the Board of Capstone Green Energy Holdings, Inc., and I will be serving as the Chair of this virtual annual meeting of stockholders. It is a pleasure to welcome our stockholders and visitors virtually attending the 2025 annual meeting of Capstone. This meeting is being held in accordance with Capstone's bylaws and Delaware law. It is now 8:00 A.M. Pacific Daylight Time, and the meeting is officially called to order. I would now like to introduce the Board members, along with myself, who are in attendance today: Executive Board Member Vince Canino, who is Capstone's President and Chief Executive Officer, and Non-Executive Board Members Ping Fu, John Miller, Robert Powelson, Christopher Close, and Denise Wilson.

We are also joined by Robert Beard, who is standing for election as a Class one Director today, and John Juric, Capstone's Chief Financial Officer and Secretary. Anna Hagberg, who is with us today from Carl T Hagberg LLC, has been appointed as Inspector of Election for this annual meeting. Also joining us virtually is Angelica Ochoroga, a representative of our independent registered public accounting firm, CBIZ CPAs PC. Also in attendance today is Mark Wood from the law firm of Katten Muchin Rosenman LLP, our external counsel, and Elizabeth McNichol, who is also joining us remotely from Katten Muchin Rosenman LLP, who will act as Secretary of the meeting. Now let's move forward with the formalities of our meeting. Anna?

Anna Hagberg
Inspector of Election, Carl T Hagberg & Associates

Mr. Flexon, of the 18,839,849 issued and outstanding shares of voting common stock on the record date June 13, 2025, are represented either virtually or by proxy. Due notice having been properly given in advance of the meeting and on the basis of shares present here at the meeting, a quorum is therefore present.

Robert Flexon
Chairman of the Board, Capstone Green Energy Holding, Inc.

The Inspector of Election has certified that at least 33.33% of the voting power of all outstanding shares of capital stock of the company entitled to vote at the meeting is present today, either virtually or by proxy. Thus, a quorum is present and the meeting may proceed. As you enter the meeting on the virtual platform as a stockholder, you can see the voting button on the web portal. It is now 8:02 A.M. Pacific Time on August 12, 2025, and the polls for each matter to be voted on at this meeting on the virtual platform are now open. Anyone intending to vote on the virtual meeting platform may vote their shares at any time until the announcement that the polls have closed. Polls will be closed as to all business voted upon at this meeting when we have completed the collection of virtual ballots.

The first item of business to come before the meeting is the election of Class one and Class two Directors. The term of Class two Directors expires at this meeting. The Governance and Sustainability Committee of the Board of Directors has recommended, and the Board has nominated each of Robert Flexon, Robert Felson, and Denise Wilson for reelection to the Board as Class two Directors, and Robert Beard for election as a Class one Director. The Board slate of Class 1 and Class 2 Directors is now formally placed before the stockholders of the company. Our bylaws require any other nominations to be submitted in advance. Since no other nominations were submitted in advance of this meeting in accordance with the bylaws, I hereby declare the nominations closed. Anyone who is voting on the virtual platform, please click on the voting button on the web portal.

The second item of business to consider and act upon a proposal to approve on a non-binding advisory basis the compensation paid to the company's named executive officers. Any stockholder who has not yet voted may do so now by clicking on the virtual button on the web portal. The third item of business is to approve an amendment to Capstone's 2023 Equity Incentive Plan to increase the number of shares available for issuance by 1 million. Any stockholder who has not yet voted may do so now by clicking on the voting button on the web portal. The final item of business for us today is the ratification of CBIZ CPAs PC as our independent registered public accounting firm for the fiscal year ending March 31, 2026. Any stockholder who has not yet voted may do so now by clicking on the voting button on the web portal.

If any person has not voted either by proxy or on the virtual meeting platform, please click on the voting button and vote your shares now. The virtual meeting platform will not accept proxies or votes or any changes or revocations submitted after the closing of the polls. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. It is now 8:06 A.M. Pacific Time on August 12, 2025, and I now announce the voting on all items presented at this meeting to be closed. Ms. Hagberg, please submit the Inspector's preliminary report on the results of the balloting on items presented at this meeting on the virtual platform.

Anna Hagberg
Inspector of Election, Carl T Hagberg & Associates

Mr. Flexon, the ballots have been counted and the preliminary votes indicate that the nominees for election to Board of Directors, both Class one and Class two, have been duly elected by the affirmative votes of at least 100% of the votes. The compensation of the company's named executive officers has been approved on an advisory basis by the affirmative vote of at least 91.55%, a majority of the shares present and entitled to vote. The approval of an amendment to increase shares available for issuance has been approved as it received 82.79% of the votes, which represents a majority of the shares present and entitled to vote. The ratification of the appointment of CBIZ CPAs PC as the company's independent registered public accounting firm for the fiscal year ending March 31st, 2026, has been approved by at least 98.34%, a majority of the shares present and entitled to vote.

Robert Flexon
Chairman of the Board, Capstone Green Energy Holding, Inc.

From the preliminary report of the Inspector, Robert Flexon, Denise Wilson, and Robert Felson, each having received the plurality of the votes cast, has been duly elected as Class two Directors for the company to hold office until the 2028 annual meeting or until their successors are duly elected and qualified. Robert Beard, having received the plurality of the votes cast, has been duly elected as the Class one Director of the company to hold office until the 2027 annual meeting or until his successor is duly elected and qualified. The compensation of our named executive officers has been approved by advisory vote. The amendment to Capstone's 2023 Equity Incentive Plan has been approved. CBIZ as our independent registered public accounting firm for the fiscal year ending March 31, 2026, has been ratified.

On certification, the company will announce the final results of the voting on the items presented at this meeting by the filing of a Form 8-K with the SEC. At this time, we will take questions that were submitted on the virtual meeting platform today. Seeing no questions, that will conclude the question and answer session. Thank you to our stockholders for your continued support. I would like to express my sincere appreciation to the stockholders who attended this virtual meeting and voted, as well as those who submitted their proxies but were not able to attend virtually. There being no other matters for consideration at this meeting, I hereby adjourn this meeting. Thank you.

Operator

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.

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