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AGM 2025

Aug 18, 2025

Operator

Welcome and thank you for joining Nextracker's 2025 Annual Shareholder Meeting. As a reminder, today's meeting is virtual only and a live webcast, and it is being recorded. We will have a question-and-answer session at the end of this meeting. Please note that the remarks of Nextracker's CEO, along with answers provided by Nextracker's representatives to any questions posed during this meeting, including the question-and-answer session, may include forward-looking statements. Actual events and results may differ materially from Nextracker's expectations. Nextracker refers you to their SEC filings, including Nextracker's most recent filed Form 10-Q for the period ended June 27, 2025, for a discussion of risk factors that could cause actual results to differ materially from those discussed today. Nextracker makes these statements as of today, August 18, 2025, and disclaims any duty to update them except as required by law.

Nextracker's website also includes reconciliations of any non-GAAP financial measures mentioned today to their corresponding GAAP measures. I will now turn the call over to Dan Shugar, CEO and Founder of Nextracker. Mr. Shugar, you may begin, sir.

Dan Shugar
CEO and Founder, Nextracker

Hello, everyone. Thank you for joining Nextracker's 2025 Annual Shareholder Meeting. This is our third Annual Shareholder Meeting since our IPO. We want to thank our customers, partners, and shareholders for their ongoing confidence and support for Nextracker. Finally, we thank our entire Nextracker team for their dedication, customer focus, and professionalism. In today's meeting, I will provide a brief company update, then pass the call over to Bruce Ledesma, our Chief Legal and Compliance Officer, who will conduct the formal portion of the meeting, including a review of the proposals and other order of business. At the close of the meeting, we will take any questions that may have come in via the portal.

Let me begin with our vision: a world powered by renewable energy, where clean, affordable power is accessible to all, and our mission to be the most trusted and valued solar technology partner by delivering intelligent, reliable, and productive energy solutions. Over the past year, we've made meaningful strides in realizing this vision in close collaboration with our industry partners. Today, we're excited to share some of the progress we've made as a company in advancing our mission. Over the last 12 months, we further strengthened our global leadership position in solar tracking and continued executing on our strategy of integrating engineering-driven mechanical and electrical innovation with digital tools and services to deliver operational benefits and long-term economic value for our customers.

2024 marked our 10th consecutive year as the global leader in solar tracker shipments, and for the first time, we now hold the number one market share in Europe. This achievement reflects our relentless focus on operational resilience, customer service, and localized supply chain development. To date, we've shipped more than 130 GW of solar tracker systems worldwide and expanded our supply chain footprint to over 90 major suppliers strategically located across five continents to support our growth. As part of our effort to build a robust technology platform that supports customer value across the entire project lifecycle, we introduced several adjacent offerings built around our core tracker technology. These include foundation solutions, electrical balance of system (eBOS) products, and most recently, advanced robotics and AI capabilities developed through a combination of organic innovation and strategic acquisitions.

We also ended our fiscal 2025 with strong results, delivering growth in revenue, profitability, and adjusted free cash flow, while expanding our backlog to record levels. That momentum has carried into fiscal year 2026, where in Q1, we delivered $864 million in revenue, driven by strong global demand and early contributions from our recent acquisitions. Our foundation solutions continue to gain momentum, and with cumulative sales of NX Horizon now over 1 GW , we are excited by our electrical balance of system (eBOS) product line, which we began selling last quarter. Looking ahead, we're energized by the continued evolution of our company. We're building a powerful integrated technology platform for the solar project lifecycle that helps deliver value at every stage and remains focused on execution, innovation, and long-term value creation. Thank you for your continued trust and support.

I'll now hand over the meeting to Bruce Ledesma, who will guide us through the formal portion of today's agenda.

Bruce Ledesma
Chief Legal and Compliance Officer, Nextracker

Good morning. Welcome and thanks for joining us for Nextracker's 2025 Annual Meeting of Shareholders. My name is Bruce Ledesma, Chief Legal and Compliance Officer of Nextracker and Secretary and Chair of this annual meeting, which I now call to order. First, I would like to acknowledge that we are hosting this annual meeting virtually, and the recording of the webcast will be posted on our website for a period of time after the meeting. With the virtual format, we believe that we are able to provide more of our shareholders with the opportunity to participate in today's meeting. An agenda that outlines the order of business for the meeting has been made available. Before we begin, I'd like to remind you of the rules of conduct for this meeting.

A copy of the rules of conduct that govern today's meeting can be found in the meeting materials section of the web portal for today's virtual meeting. We ask that you abide by these rules in order to facilitate an orderly meeting. In addition, we are joined by Barry Shoemake from Deloitte , our independent registered public accounting firm. Richard Leza from the Carideo Group is participating on this webcast and will act as the inspector of election for the meeting. Mr. Leza has signed an oath of office, which will be filed with the minutes of this meeting. This meeting is being held in accordance with Nextracker's bylaws and Delaware law. During the official portion of today's meeting, we will address the matters described in our proxy statement dated June 25th, 2025.

We will open the polls, then each of the proposals will be presented in the order set forth in the proxy statement. If you have not already voted by proxy, or if you have already voted and wish to change your vote during the meeting, you may submit your vote online at any time while the polls remain open. Please remember, if you have already voted by proxy, it is not necessary to vote again. The polls will then be closed, the votes tabulated, and the preliminary results will be announced. We'll then adjourn the official portion of the meeting. We will hold a Q&A session to address questions from shareholders after we complete the official portion of the meeting. You must be logged into the meeting portal as a shareholder to submit a question.

Shareholders can enter questions at any point during this webcast through the online portal using the text box on your screen, and if you have a question, we encourage you to submit it now. Questions must conform to the guidelines set forth in the rules of conduct in order to be addressed. Thank you in advance for your cooperation. Turning now to the formal business of the meeting. I have an affidavit of distribution from Broadridge in their capacity as Nextracker's mailing agent for this meeting, certifying that notice of this meeting has been duly given and that a notice of internet availability of proxy materials, including the proxy statement and annual report, has been delivered to every shareholder of record as of the close of business on June 23rd, 2025, the record date of the meeting.

I have been advised by the inspector of elections that the holders of shares representing at least a majority of the voting power of our Class A common stock are present or represented by proxy here today, and the requisite quorum for each proposal is therefore present. Accordingly, this meeting is authorized to transact the business set forth in the proxy statement. We have three proposals to consider at this meeting, each of which is described in the proxy statement. We will discuss these proposals momentarily. First, however, I remind you that if you have already voted and do not intend to make any changes, there is no need for you to cast a vote today. Your vote will be counted automatically without any further action on your part.

Any shareholder present who has not voted or wishes to change their vote may vote at this meeting by using the voting link. At this time, the polls are open. You may vote at any time during our discussion of the proposals on the agenda. The polls will close after the last proposal has been presented. The first proposal on the agenda is to elect our Class III directors to serve for a three-year term expiring at the 2028 Annual Meeting of Shareholders, or until their successor is duly elected and qualified, or their earlier death, resignation, or removal. The Class III director nominees are Jeffrey Goldner, Monica Tarratori, and Brandi Thomas. The qualifications of each nominee are set forth in the proxy statement. No other director nominees have been properly submitted for election pursuant to our bylaws. Therefore, no other nominations may be accepted at this time.

The vote required to elect the Class III directors is a plurality of the votes cast, which means that the three individuals nominated for election to the Board of Directors, receiving the highest number of votes, will be elected. Shareholders do not have the right to cumulate their votes in the election of directors. The Board of Directors recommends a vote for the election of each of the nominees. The second proposal on the agenda is to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2026. We are joined today by a representative of Deloitte, and they will be available through the Q&A session after the official portion of the meeting to respond to appropriate questions.

To be approved, the holders of a majority in voting power of the shares present or represented by proxy at this meeting and entitled to vote on the matter must vote for the ratification of the selection of Deloitte as our independent registered public accounting firm for the fiscal year ending March 31, 2026. The Board of Directors recommends a vote for this proposal. The third proposal on the agenda is to approve on an advisory basis the compensation of our named executive officers, as disclosed in the proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, or SEC. This proposal is a non-binding shareholder advisory vote. Our executive compensation is discussed in the proxy statement that was made available to you earlier. The Board of Directors recommends a vote for the following resolution.

Resolved that the compensation paid to the named executive officers, as disclosed in the proxy statement furnished for the 2025 Annual Meeting of Shareholders pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, compensation tables, and related narrative discussion, is hereby approved on an advisory basis. At this time, the polls are now closed. I will now report on the preliminary results of the voting. The final results, including any votes cast at this meeting, will be filed with the SEC on a Form 8-K within four business days. The votes required to approve each of the proposals are as set forth in the proxy statement. Based on the preliminary results tabulated by the inspector of election for Proposal One, each of the three nominees has been elected to the Board of Directors.

Based on the preliminary results tabulated by the inspector of election for Proposal Two, ratification of Deloitte & Touche LLP as our independent registered public accounting firm has been approved. Based on the preliminary results tabulated by the inspector of election for Proposal Three, the compensation of our named executive officers, as disclosed in the proxy statement pursuant to the compensation disclosure rules of the SEC, has been approved on an advisory basis. You have now heard the preliminary results of the voting, and this completes the business to be conducted at this meeting. Since there are no other matters to come before the meeting, the official portion of the annual meeting is now adjourned. At this time, I would like to open the meeting to questions that shareholders may have.

While we will do our best to address all questions received, we may not be able to address each of them due to time constraints. We will address any duplicate questions simultaneously and may omit any subsequent repetitive questions. We will also not answer questions which do not conform with the rules of conduct for this meeting. As a reminder, our responses today may include forward-looking statements regarding future growth, future events, and the future financial performance of the company. Actual events and results may differ materially from our expectations. We refer you to our SEC filings for a discussion of risk factors that could cause our actual results to differ materially from those discussed today. We make these statements as of today, August 18, 2025, and disclaim any duty to update them.

As a reminder, if you want to ask a question, please enter it online, and we will read the question aloud.

Dan Shugar
CEO and Founder, Nextracker

At this time, there are no questions. Thank you for attending Nextracker's Annual Meeting of Shareholders, and we'll see you next year.

Operator

The meeting has now concluded. Thank you for joining, and have a pleasant day.

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