Orion Energy Systems AGM 2026

Afternoon, ladies and gentlemen, and welcome to the 2026 Orion Energy Systems Annual Meeting of Shareholders, which is being held as a virtual meeting. The meeting will please come to order. I am Tony Otten, Board Chair for Orion Energy Systems, and will act as chair of this meeting. Garrett Bishop of Foley & Lardner, and the Board Secretary will act as secretary of the meeting, and Garrett Bishop has been appointed as the Inspector of Elections for the shareholder actions to be taken at this meeting. As a preliminary matter, a virtual meeting is one that takes place via an electronic format. An audio feed from this meeting is being webcast as we speak, and this webcast incorporates shareholder validation capabilities which allow shareholders to vote in real time during the meeting until the polls are closed.

We believe that holding a virtual meeting expands shareholder access to our annual meeting. Our shareholders anywhere globally can attend this meeting, and other interested parties can listen to this webcast over the internet. If you are a shareholder and did not enter this meeting by using your 16-digit control number found on your proxy card, you will be unable to vote your shares unless you enter this control number. It is now 1:01 P.M. Central Time, and the polls are open. Please note that the polls will close in several minutes, and we urge you to vote your shares now if you have not already submitted a proxy or otherwise voted. If you have already submitted your proxy, you need not vote again. However, you may revoke your previously submitted proxy by voting online at this meeting. We will first hold the official business portion of this meeting.

During this meeting, questions can be submitted via the virtual meeting website. Following the business meeting, we will have a question and answer session. To allow us to answer questions from as many shareholders as possible, each shareholder will be limited to two questions. I would like to start the meeting by introducing the other members of our Board of Directors participating virtually through the webcast today. Alan Ruud. Alan is also the current Chair of our Audit and Finance Committee. Heather Wishart-Smith. Heather is also the current Chair of our Human Capital Management and Compensation Committee. Richard Shapiro, and Sally Washlow, who is also Orion's Chief Executive Officer. Also in virtual attendance today are Scott Green, Orion's President and Chief Operating Officer, and Per Brodin, Orion's Chief Financial Officer, Chief Accounting Officer, and Treasurer.

I would like to introduce Stephanie de Groot, the representative present from our independent public accounting firm, BDO USA, P.C.. Ms. de Groot will be available to answer appropriate questions during the question and answer session at the end of the meeting. Mr. Bishop has advised me that the notice of meeting and proxy materials were mailed beginning on June 23rd to all shareholders as of the June 10th record date of the meeting. Copies of the proxy materials are also posted on the company's website. As of the record date for this meeting, a total of 4,056,568 shares of common stock were outstanding and eligible to vote. Mr. Bishop has advised me that there are shareholders present by proxy representing over a majority of the total numbers of shares of our common stock eligible to vote at the meeting, constituting a quorum.

Accordingly, I declare this annual meeting to be properly, legally convened, and we are ready to transact the legal portion of this meeting. It is now 1:04 P.M. Central, and since everyone has now had a chance to vote, I hereby declare that the polls are officially closed. The first item of business to be presented for shareholder consideration at this meeting is the election of Richard A. Shapiro and Heather L. Wishart-Smith to serve as directors for a term to expire at the 2029 Annual Meeting of Shareholders, and until each of their respective successors are duly qualified and elected. Based on a preliminary tabulation provided by the Inspector of Elections, each of the director nominees has been elected by over 93% of the shareholder vote cast at the meeting. Therefore, Richard A. Shapiro and Heather L.

Wishart-Smith have been duly elected as directors of the board to serve until the 2029 Annual Meeting of the Shareholders, and until each of their respective successors are duly qualified and elected. Next, the second item of business to be presented for shareholder consideration at this meeting is a resolution approving, on an advisory basis, the compensation of our named executive officers as disclosed in the company's 2026 Annual Meeting proxy statement. Based on a preliminary tabulation provided by the Inspector of Elections, the compensation of our named executive officers has been approved by the affirmative vote of at least a majority of the shareholder votes cast at the meeting. Therefore, I hereby declare that the shareholders have approved, on an advisory basis, the compensation for our named executive officers. Third, the business for shareholders' consideration at this meeting is the ratification of the appointment of BDO USA, P.C.

to serve as the company's independent registered public accounting firm for 2027. Based on a preliminary tabulation provided by the Inspector of Elections, the ratification of the appointment of BDO USA, P.C. to serve as the company's independent registered public accounting firm for the fiscal 2027 has been approved by the affirmative vote of at least a majority of the shareholder votes cast at the meeting. Therefore, I hereby declare that the appointment of BDO USA, P.C. to serve as the company's independent registered public accounting firm for fiscal 2027 has been ratified. Finally, the business for shareholder consideration at this meeting is the approval of the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan as amended and restated. Based on a preliminary tabulation provided by the Inspector of Elections, the approval of the Orion Energy Systems, Inc.

2016 Omnibus Incentive Plan as amended and restated has been approved by the affirmative vote of at least a majority of the shareholder votes cast at the meeting. Therefore, I hereby declare the shareholders have approved the amended and restated 2016 Orion Energy Systems, Inc. Omnibus Incentive Plan. Final vote tabulations for these matters for this meeting will be reported by the company in a current form on a current report on Form 8-K that we will timely file with the U.S. Securities and Exchange Commission following this meeting. There being no other legal business to come before this meeting, this legal portion of the meeting is hereby adjourned. Now, I will introduce Sally Washlow and Per Brodin, who will provide a presentation on some of the accomplishments and future plans of our company.

Thank you, Tony. Before we begin, I need to tell you that certain matters we will discuss will be forward-looking statements intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such because of the context of the statements will include words such as: "We believe, anticipate, expect," or words of similar import. Statements that describe our future plans, objectives, strategies, or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that may materially adversely affect our anticipated results. Such risks and uncertainties include, but are not limited to, the factors summarized in our Form 10-K for our fiscal year ended March 31st, 2026.

Copies of our Form 10-K are available on the SEC's website, which is www.sec.gov, or through a link on our website located at www.orionlighting.com. The forward-looking statements made at this meeting are only made as of the date of this meeting, we disclaim any obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. We routinely post news releases and other information regarding developments at our company that impact our investors, customers, vendors, and other shareholders. You should look to our website, www.orionlighting.com, as an important source of information regarding our company. I will turn the call over to Sally.

Good afternoon. In fiscal 2026, Orion expanded within our enterprise customer base and extended our product and service portfolio. We right-sized the company, optimized our cost structure, and enabled substantial margin expansion as we increased our revenue. The result was a successful year, with revenue of $86.3 million and positive adjusted EBITDA. It was also a year that set this company on a path of profitable growth. In the current fiscal year, we expect revenue between $95 million-$97 million at positive adjusted EBITDA. We expect fiscal year 2027 to represent another step-up in revenue, another improvement in profitability, further extensions in our product and service offerings, and expansion in commercial and geographic markets. We believe that we are on our way to achieving that in fiscal 2027 based on our first quarter announced yesterday.

In our fourth decade, we believe that Orion is poised to meet the moment to serve an industrial build-out that is reshoring, refurbishing, and reasserting leadership throughout the U.S. Orion today is an emerging provider of choice for electrification to Fortune 100 corporations and other global leaders in sectors ranging from hyperscale data centers to manufacturing, to retail, to government. Orion designs, installs, and maintains LED lighting systems, EV charging stations, and electrical infrastructure from some of the largest enterprises in the U.S. Whether deployed independently or in combination with our partners, Orion's discrete, bespoke, and turnkey solutions generate unsurpassed ROI to industrial facilities requiring the most demanding standards of efficiency, reliability, and compliance. We deliver complete turnkey electrical infrastructure solutions powered by the products that we design, engineer, and manufacture in the U.S.

Our turnkey execution from fixture to final commissioning delivers end-to-end electrical infrastructure solutions, lighting controls, EV charging, and maintenance delivered under a single contract and accountability structure. Orion's lighting products are either built in our 260,000 sq ft manufacturing facility in Manitowoc, Wisconsin, or by one of our global supply chain partners. Our effective in-house approach gives customers confidence in Orion's supply chain reliability, quality control, and domestic sourcing compliance. This is critical for government contracts, federal incentives, shortened lead times, and Buy American requirements. Built for demanding and mission-critical environments, from hyperscale data centers to public school bus fleets, Orion solutions are engineered for applications in which performance and uptime are non-negotiable. LED lighting continues to generate a number of growth opportunities as we progress through the new fiscal year.

An example is our recent entry into the data center market with a multimillion-dollar engagement with one of the largest hyperscale operators in the world. We expect more business in the data center space, just as we do in our legacy markets such as automotive, retail, logistics, distribution, and public sectors. We also expect continued growth in our ESCO and distribution channels, driven in part by increasing adoption of our Triton Pro high bay lighting products and an expanded selection of exterior LED fixtures. We developed these and other new solutions in response to requests by our customers and partners for a wider array of competitively priced products. Fiscal 2026 also represented a growth year in maintenance as well, in both revenue and profitability. In our EV charging segment, Orion Voltrek adjusted to the new EV market environment in the United States.