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AGM 2024

Jun 4, 2024

Lisa Goodman
Executive Director of Investor Relations and Shareholder Services, PNM Resources

Good morning, and welcome to the 2024 Annual Meeting of Shareholders of PNM Resources. I am Lisa Goodman, Executive Director of Investor Relations and Shareholder Services. As we begin, I would like to remind our shareholders that some of the information provided in this meeting should be considered forward-looking statements pursuant to the Private Securities Litigation Reform Act of 1995. We caution you that all of the forward-looking statements are based upon current expectations and estimates and that PNM Resources assumes no obligation to update this information. For a detailed discussion of factors affecting PNM Resources results, please refer to our current and future annual reports on Form 10-K, quarterly reports on Form 10-Q, as well as reports on Form 8-K filed with the SEC. We do not undertake any duty to update forward-looking statements which speak only as of today.

Now, I would like to introduce Pat Vincent-Collawn, Chairman and CEO of PNM Resources.

Pat Vincent-Collawn
Chairman and CEO, PNM Resources

Thank you, Lisa. Good morning, everyone, and thank you all for joining us this morning, and thank you for investing in our company. At this time, I call the meeting to order. Today's meeting is also available to shareholders by webcast. Verified shareholders will be able to submit comments through the webcast portal. So that our meeting can proceed in an orderly and respectful fashion, I direct everyone's attention to the annual meeting rules and procedures found on the reverse side of the meeting agenda. In particular, verified shareholders listening to this meeting can submit comments through the meeting website screen. Please limit your comments to topics related to the business of the annual meeting. Votes must have been submitted by internet, phone, or mail, following the instructions on your proxy notice or in person during the meeting. New Mexico law does not permit online voting during the meeting.

I would now like to introduce the directors of the company, Vicky Bailey, President of Anderson Stratton International, Norm Becker, Lead Independent Director, Retired President and CEO of New Mexico Mutual Casualty Company, Renae Conley, CEO, ER Solutions, LLC, Alan Fohrer, Retired Chairman and CEO, Southern California Edison, Sidney Gutierrez, Chairman, Viaspace, James Hughes, Managing Partner, EnCap Investments, L.P., Maureen Mullarkey, Former Executive Vice President and CFO of International Game Technology, and our two new director nominees, Steven Maestas, CEO, Maestas Development Group, and Lillian Montoya, President and CEO, CHRISTUS St. Vincent Health System. I would also like to introduce Don Tarry, President and Chief Operating Officer, Lisa Eden, Senior Vice President and Chief Financial Officer, and Patrick Apodaca, Senior Vice President, General Counsel, and Secretary of the company.

And with us from KPMG are Brett Thompson, the Managing Partner of KPMG's Albuquerque office, and Robert Nelson, Audit Senior Manager. We will now proceed with the formal business of our meeting. Patrick Apodaca, Secretary of the company, will record the proceedings of the meeting. The board of directors previously appointed Kathy Martinez with PNM Resources and Andrew Wilcox, representing Broadridge Financial Solutions, as inspectors of election. Prior to this meeting, Ms. Martinez and Mr. Wilcox subscribed to the oath of inspectors of election. Mr. Secretary, would you please consult with the inspectors and report if a quorum is present?

Patrick Apodaca
Senior VP, General Counsel, and Secretary, PNM Resources

Madam Chairman, the company had 90,200,384 shares of common stock outstanding as of the record date, April 15, 2024. 89.54% of the outstanding common shares are represented at this meeting in person or by proxy. This constitutes a quorum for voting on all matters to be considered during this annual meeting of shareholders.

Pat Vincent-Collawn
Chairman and CEO, PNM Resources

Mr. Secretary, would you please report on the notice of meeting, the proxy materials and proxies received?

Patrick Apodaca
Senior VP, General Counsel, and Secretary, PNM Resources

The notice of annual meeting, proxy statement, and proxy cards were sent beginning on or about April 22nd, 2024, to all shareholders of record as of April 15th, 2024, by Broadridge Financial Solutions. As a result, this meeting is being held pursuant to proper notice and proxies received.

Pat Vincent-Collawn
Chairman and CEO, PNM Resources

Thank you. The secretary will place these documents on file with the records of the meeting. The items of business that I now present and move for action at this annual meeting are the following five management proposals, listed as proposals one through five and fully described in the proxy material. The first item of business is to elect the director nominees named in the proxy statement. The second item of business is to ratify the appointment of KPMG as our independent registered public accounting firm for the fiscal year ending December 31st, 2024. The third item of business is to approve, on an advisory basis, the compensation of our named executive officers, also known as Say on Pay. The fourth item of business is to approve an amendment to our restated articles of incorporation to increase the number of authorized shares of common stock....

The fifth item of business is to approve an amendment to our restated articles of incorporation to change our name to TXNM Energy Inc. The board of directors recommend a vote in favor of proposals one through five for the reasons set forth in a proxy statement. At this time, we welcome comments only on the five proposals being acted on. For those listening on the webcast, you can submit your comments using the comment box provided on the website screen. Please provide your name and your comments, and I will ask Lisa Goodman to read the comments submitted through the webcast screen.

Lisa Goodman
Executive Director of Investor Relations and Shareholder Services, PNM Resources

There have been no comments submitted.

Pat Vincent-Collawn
Chairman and CEO, PNM Resources

Thank you. I declare the polls closed and request the inspectors of election to count the ballots. Mr. Secretary, will you please present the preliminary report of the inspectors of election?

Patrick Apodaca
Senior VP, General Counsel, and Secretary, PNM Resources

Madam Chairman, the inspectors of election have provided their preliminary report, indicating that the requisite percentage of shares of common stock represented at this meeting have voted for the approval of: the election of the director nominees named in the proxy statement to serve as directors until the company's annual meeting of shareholders in 2025, or until their successors are elected and qualified. KPMG to serve as our independent registered public accounting firm for the year ending December 31st, 2024. On an advisory basis, the compensation of our named executive officers, known as Say on Pay. An amendment to our restated articles of incorporation to increase the number of authorized shares of common stock, and an amendment to our restated articles of incorporation to change out our name to TXNM Energy Inc. Therefore, the nominees are now duly elected as directors.

KPMG is duly ratified as our independent registered public accounting firm for the calendar year 2024. The compensation of our named executive officers is duly approved on an advisory basis. An amendment to our restated articles of incorporation to increase the number of authorized shares of common stock is duly approved, and an amendment to our restated articles of incorporation to change our name to TXNM Energy Inc. is duly approved. The final vote results will be verified and filed with the SEC on a Form 8-K within four business days of this meeting. Madam Chairman, this concludes the preliminary report.

Pat Vincent-Collawn
Chairman and CEO, PNM Resources

Thank you, Mr. Secretary. Ladies and gentlemen, thank you for your support and investment. This meeting is adjourned.

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