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Investor Update

Feb 2, 2022

Operator

Good afternoon, and thank you for standing by. Welcome to Flex's Investor Conference Call announcing Nextracker's strategic partnership with TPG. Presently, all participants are in a listen-only mode. As a reminder, this call is being recorded. I will now turn the call over to Mr. David A. Rubin. You may begin.

David Rubin
VP of Investor Relations, Flex

Thank you. Good afternoon, and welcome to our conference call regarding TPG Rise Climate's investment in Flex's Nextracker business. With me today is Flex Chief Executive Officer Revathi Advaithi, Nextracker Chief Executive Officer Dan Shugar, and TPG Founding Partner and Executive Chairman and Managing Partner of TPG Rise Climate Jim Coulter. This call is being webcast and recorded. If you've not already received them, slides for today's presentation are available on the investor relations section of our flex.com website. Today's call contains forward-looking statements which are predictions about future events based on our current expectations and assumptions and are subject to risks and uncertainties. Actual events and results could differ materially. Also, such information is subject to change, and we undertake no obligation to update these forward-looking statements.

For full discussion of the risks and uncertainties, please see today's press release, as well as our most recent filings with the SEC. Lastly, with regards to Flex's Nextracker business, as we previously disclosed, on April twenty-eighth, we announced that we confidentially submitted a draft registration statement on Form S-1 with the U.S. Securities and Exchange Commission relating to the proposed initial public offering of its Class A common stock. The situation remains, and the initial public offering and its timing are subject to market and other conditions and the SEC's review process. We made this announcement in accordance with Rule 135 on the Securities Act. Now I'd like to turn the call over to Flex Chief Executive Officer, Revathi Advaithi.

Revathi Advaithi
CEO, Flex

Good afternoon, and thank you for joining us today. By now, you've seen the announced investment in Nextracker by TPG Rise Climate, TPG's dedicated climate impact investing platform. The adoption of renewable energy is one of the most important trends worldwide, and this transition will happen, creating a robust multi-decade growth opportunity for a number of technologies, including solar trackers. We are proud to have worked collaboratively with Nextracker, helping them scale their business into the leading provider of intelligent, integrated solar tracker and software solutions used in utility-scale solar projects around the world. As we've said before, we believe the right way to unlock the full value of Nextracker longer term is for it to operate as a standalone company, and it is why we previously filed a confidential S-1 for an initial public offering.

We still believe in this approach, and this partnership is another important step in reaching that goal. We are very excited to partner with TPG, who brings a broad and synergistic network of resources and relationships that will further strengthen Nextracker's leading position. Today, we announced that TPG Rise Climate will invest $500 million in Nextracker at an assumed value of $3 billion in the form of a convertible preferred security at a 5% annual dividend. At the time of an initial public offering for Nextracker, this security will convert to common equity. The proceeds from this transaction will be used to help fund growth and generate returns for Flex in accordance with our capital allocation strategy. Flex will also start reporting the Nextracker business as a separate operating segment, which we'll talk more about at our Investor Day.

This partnership is certainly an important step in unlocking the significant value in an asset we believe is underappreciated. More importantly, we see TPG as a strategic partner that will create additional value as well. We will hear from TPG in a moment, but first, I wanna have Dan Shugar, CEO of Nextracker, talk about the incredible work they're doing. Dan?

Daniel Shugar
CEO, Nextracker

Thank you, Revathi. I will provide background on Nextracker, the rapidly growing solar tracker industry, and why we are excited about next steps with Flex and TPG Rise Climate. Power is one of the largest global industries, and solar is one of the fastest growing power generation technologies. Trackers are the backbone of most solar power plants, and through relentless innovation and customer service, Nextracker commands the leading position amongst tracker providers. According to third-party research firm Wood Mackenzie, Nextracker has maintained the number one global tracker market share for the last 6 years and the lead position in the vibrant U.S. market for the last 5 years. When we were acquired by Flex in 2015, Nextracker was a young company. Flex helped us scale and enter developing markets such as Brazil and India. Today, Flex continues to manufacture high-quality electronics for Nextracker. Our global scaling plan was successful.

Since our founding in 2013, we have shipped over 50 GW of solar trackers to more than 650 projects across 6 continents, some of which are the largest solar power plants for those regional markets. By way of context, this is approximately the amount of power required for the entire state of California, the world's 5th-largest economy, at its peak historical electrical demand. Nextracker co-founders remain engaged with the company today and have driven an exceptional culture and track record of innovation focused on driving thought leadership within our industry. We pioneered what we believe to be today's leading generation of tracker solutions, including many industry-first innovations, which have made trackers easier to install, less expensive to operate and maintain, and generate more electric power. Our innovation capabilities have continued to drive technology improvements over time.

Our software and control systems, such as TrueCapture and NX Navigator, continue to drive higher energy yield, cost reductions, and increased resilience in severe weather conditions such as hurricanes, flooding, and hail. As Revathi said, the move to renewable energy is one of, if not the most important technology transition on the planet, and we are excited and humbled to be part of the solution. The global transition to renewables is complex and will take many people working together to achieve. This is why we are very excited to partner with TPG Rise Climate, one of the leading and most innovative climate investors in private equity, which is creating such an extensive network of people and resources to help achieve this critical goal. With that, I would like to introduce Jim Coulter, TPG Founding Partner and Executive Chairman and Managing Partner of TPG Rise Climate.

James Coulter
Founding Partner, Executive Chairman, and Managing Partner of TPG Rise Climate, TPG

Thank you, Dan, and thank you, Revathi. I want to share a little bit about TPG Rise Climate and why we believe we're the right partner to accelerate the growth of Nextracker at this important inflection point for the company and for the solar industry overall. At TPG, we've been an early mover for private equity impact investing overall, in climate investing in particular. TPG Rise Climate launched in early 2021 to directly address both the challenges and the opportunities created by global climate change. The fund represents a unique blend of capital from both traditional limited partners as well as from 20 of the world's largest corporations. Not only do we feel we've developed the leading climate-focused impact investing fund in our industry, we also believe Rise Climate marks one of the largest and most significant new private equity fund raises to date.

As we invest in TPG Rise Climate, our mission is clear. To create, to support, and to scale the great climate companies of tomorrow. That mission has brought us here today. Given our focus on clean energy investing, we bring to Nextracker industry expertise honed through a number of historical investments. We were an early investor in India's Fourth Partner Energy and have since helped the company grow to the largest distributed solar company in India, with operational portfolio of more than 550 MW and a target to reach 3 GW by 2025. We've launched Matrix Renewables, which now has a 2 GW portfolio of operational, under construction or near ready-to-build solar and storage projects, which has a further 2 GW of development pipeline across Europe, the U.S. and Latin America. In addition, we are active investors across all facets of the climate sector.

For example, we backed Form Energy to lead the development of long-duration battery storage systems. We partnered with Tata Motors to expand its electric vehicle unit. We invested in Gridserve to enable next-generation fast charging solutions. We were an important sponsor in Big River Steel, the only steel production facility to be LEED certified in the United States. Needless to say, our conviction around the secular tailwinds for the solar and broader clean energy landscape has been, and continues to be, strong. As Revathi and Dan mentioned, global solar installations are expected to increase significantly in the years to come. As the sector grows, Nextracker's technology and equipment will continue to sit at the center of that growth. We note that the company didn't get to its important industry position by chance.

Nextracker's leadership position is the direct result of its world-class management team and the continued support from Flex. The Nextracker team has built a product that is consistently top ranked for quality and technological innovation. In addition, the company has amassed a robust intellectual property portfolio, which allows them to continue to innovate and optimize solar performance across a broad range of product offerings. We're pleased this transaction will allow us to partner with Flex and Nextracker to unlock the near-term value and to leverage our skill set and expertise to help prepare the company for a potential listing. In addition to welcoming Nextracker to the world's largest private equity platform dedicated to impact, we aim to provide the company with additional strategic value through a variety of measures, which include access to our in-house operations team, which has over 50 in-house field operations specialists.

The engagement of our capital markets capability, which includes a dedicated in-house team that's executed more than 50 IPOs since 2013, access to our global extensive network of executives and advisors. Of course, we plan to bring our renewables investment expertise, including potential synergies with our other existing solar energy storage, manufacturing and software investments. Needless to say, we're excited and delighted to be partnering with Flex and the Nextracker team to further solidify the company's leadership position in this increasingly essential aspect of solar project yield optimization. We look forward to working with Flex and Nextracker management to best position the company for its next chapter. Let me now hand it back over to Revathi for some concluding remarks.

Revathi Advaithi
CEO, Flex

Thank you, Jim. Thank you all for joining us today to hear more about this exciting partnership that we believe brings tremendous growth opportunities to both Flex and TPG Rise Climate. Our shared passion for creating a more sustainable world through innovation and global scale will bring added value to the Nextracker business, and we believe long-term value to our shareholders. Lastly, we look forward to you joining us for our Investor and Analyst Day to be held virtually on March 30th. Thank you.

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