Helios Renewables AG — Q1 2026 Board of Directors Meeting
Wednesday 18 March 2026, 09:00–12:54 CET, Helios HQ Munich (hybrid)
Transcript produced from voice recording. All names and figures are fictional.

[09:00:14] CHAIR (Dr. Ingrid Vossen): Good morning everyone. Marc, do we have quorum?
[09:00:21] SECRETARY (Marc Lefèvre): Yes Chair. Seven directors present in person or by video. Apologies received from Director Almeida who is travelling and has joined by phone for the agenda items where he is not recused. Quorum is met — we require five, we have seven, and Director Almeida brings us to eight on the items he can vote.
[09:00:48] CHAIR: Thank you Marc. Before we begin can I ask for any declarations of interest beyond what is already on file.
[09:00:55] DIRECTOR ALMEIDA (by phone): Chair, I reiterate my previously declared interest in respect of agenda item 6, the Solarcraft acquisition. As noted in the conflict memo on file dated 12 January 2026, my prior advisory engagement was with Walbruck Fund III, a different fund vehicle to the seller, but for an abundance of caution I will recuse from item 6 and from the vote on Resolution R-2026-Q1-03. I will leave the call for that portion.
[09:01:32] CHAIR: Acknowledged. The recusal will be recorded in the minutes by name. Any other declarations? [pause] Hearing none. Item 2 — minutes of the Q4 2025 meeting. These were circulated on 12 March. I have not received any comments. May I have a proposer?
[09:01:55] DIRECTOR REINIGER: I propose.
[09:01:57] DIRECTOR PRASAD: Seconded.
[09:02:01] CHAIR: All in favour by show of hands? [pause] Carried unanimously. Minutes approved. Tomás, please take us through item 3.
[09:02:18] CEO (Tomás Berger): Thank you Chair. As you have seen from my letter the headline message for Q1 is that we delivered ahead of plan on EBITDA, behind plan on module growth, and ahead of plan on storage growth — exactly the pattern we anticipated. I want to use my time to flag the three structural shifts that are now ready for board attention rather than reading you the numbers, which are in Anja's paper.
[09:02:51] CEO: First, the operational momentum on storage is genuinely demand-constrained, not capacity-constrained. We turned away 200 million euros of business in Q1 because we cannot build cells fast enough. That fact is the engine of everything else I want to talk about today.
[09:03:18] CEO: Second, the CBAM widening from December has rebased the Antwerp Phase-II economics below our WACC. The IRR on that project at the new tariff regime is 6.8 percent. We will not be the company to build a 120 million euro factory at a project IRR below our cost of capital. Rohit's paper sets out the alternative, which is to redeploy the capex into the Bratislava partnership with Kintron and accelerate the framework signing from Q3 to Q2.
[09:03:58] CEO: Third, on the inorganic side, Solarcraft. I will not pre-empt agenda item 6 but I want directors to be clear that the three structural shifts hang together. The pivot in capex without the EPC capability that Solarcraft brings will leave us with cells we cannot install at the rate the market wants them. Conversely, Solarcraft without the capex reallocation is a smaller deal — we would buy 140 engineers but they would be helping us deliver a smaller pipeline.
[09:04:42] CEO: My direct ask of the board is to think of items 5 and 6 as a package even though they will be voted separately. Happy to take questions.
[09:04:58] DIRECTOR HEINONEN: Tomás, on the capex reallocation. Is there an option to do this in two steps. Endorse the pivot today, but keep the formal capex movement for the June meeting once we have another quarter of module-pricing data.
[09:05:24] CEO: It's defensible Anna. The downside is that we delay the Kintron framework signing by another quarter, which pushes our cell-availability date from Q4 2026 to Q1 or even Q2 2027. That has an opportunity cost — we have storage orders we want to be filling in Q4 2026.
[09:05:55] DIRECTOR HEINONEN: So you would prefer the full decision today.
[09:05:58] CEO: I would.
[09:06:02] CHAIR: Anyone else? [pause] Anja, item 4, please walk us through the financials.

[09:06:14] CFO (Anja Klüver): Thank you Chair. The two items I want to make sure the board internalises are the R&D-tax-credit reclassification and the leverage headroom in the deal-funding plan.

[09:06:31] CFO: On the reclassification — PWC has asked us to move 3.1 million euros of FY 2024 R&D tax credits from above the line to below the line, following the BMF clarification of 11 January. Cash impact is zero, net income is unchanged. We have restated Q1 2025 comparatives in this pack. I do not believe this rises to the level of a restatement-triggering finding and Sigrun from PWC is on the call to confirm.

[09:07:08] PWC PARTNER (Sigrun Olsen): Confirmed. Presentational only, not a restatement event.

[09:07:14] CFO: Thank you Sigrun. On the funding plan for the proposed acquisition. We are proposing 130 million euros of new senior unsecured notes at an indicative 215 basis points over EURIBOR, plus 55 million on the RCF. That takes us to pro-forma leverage of 2.31 times against a covenant of 3.0. We have ample headroom on covenants and on liquidity — undrawn RCF and cash give us 188 million of available liquidity even after the deal closes.

[09:07:54] DIRECTOR REINIGER: Anja, the year-1 EPS accretion drops to 2.1 percent at the top of the price band, pre-synergy. That is thin. What would have to happen for the deal to be EPS dilutive in year 1?

[09:08:18] CFO: For pre-synergy year-1 dilution we would need to be above an EV of approximately 218 million euros. That is our internal walk-away. Within the authorised price band there is no scenario in which year 1 is dilutive.

[09:08:42] CHAIR: Are there any further questions on the financials? [pause] Then I will take the recommendation on Resolution R-2026-Q1-01, the dividend, with the financials and we can return to it at item 9. Can I have a proposer for R-2026-Q1-01.

[09:09:00] DIRECTOR PRASAD: I propose. 42 cents per share consistent with our policy. I am in favour.

[09:09:05] DIRECTOR HEINONEN: Seconded.

[09:09:08] CHAIR: That motion will be put to formal vote under item 9 but the indication is supportive. Rohit, please take us through item 5.

[09:09:21] CSO (Rohit Bansal): Thank you Chair. I want to address the question Anna asked Tomás head-on. The case for taking the strategic pivot decision today rather than in June rests on three things — the pricing data we already have, the CBAM impact which is permanent, and the demand-supply gap on storage which is widening, not narrowing.

[09:10:02] CSO: On pricing — module spot prices have moved from 16 cents per watt in 2023 to 9 cents today. Our cost position has improved but not at the same rate. The case for incremental module capacity in the EU CBAM environment is structurally hard to make.

[09:10:35] CSO: On CBAM — the December widening adds 7 to 9 cents per watt to landed costs on a steady-state basis. We modelled the Phase-II IRR pre and post — 11.4 percent pre-CBAM, 6.8 percent post. That is below the WACC of 8.5 percent. It does not get back to 11.4 percent in any reasonable scenario unless cell prices rise materially, which contradicts the first point.

[09:11:14] CSO: And on demand — we are turning customers away today. The Bratislava partnership unlocks two gigawatt-hours of annualised capacity by end-2027. Without that capacity the storage business plateaus around 350 million in 2027 revenue and we cede ground to LG and CATL. With it we are credible at a one-billion run-rate in 2028.

[09:11:52] CSO: My recommendation is unchanged from the paper. I am happy to take questions.

[09:11:58] DIRECTOR FONSECA: Rohit, on the no-Antwerp-jobs-lost claim. To be precise, what is the implication for the Antwerp workforce.

[09:12:18] CSO: The existing plant continues to operate at full utilisation. We retain the existing workforce. The Phase-II expansion would have added approximately 180 net new hires over 18 months and those hires will not occur. There is no involuntary headcount reduction in Antwerp.

[09:12:48] CHAIR: Any further questions on strategy? [pause] Item 5 is complete. We will take the formal endorsement at the end of item 6 since they are coupled. Five minutes recess. Tomás, please coordinate with Marc to bring Director Almeida off the call before we re-open.

[break 10:50–11:05]

[11:05:02] CHAIR: We are back. Marc has confirmed that Director Almeida has dropped from the call for the duration of item 6 and will rejoin for items 7 onwards. Tomás, please take us through the acquisition proposal.

[11:05:18] CEO: Thank you Chair. Rather than walk through the paper I want to test the board's appetite on three specific points that emerged in the due diligence.

[11:05:35] CEO: First — the San Marco permit challenge in Italy. The Linklaters view is 70 percent in our favour, but it is a real legal exposure. We have structured an 8 million euro purchase-price escrow that releases on permit finalisation. If the challenge succeeds and the permit is voided, we keep the 8 million.

[11:06:08] CEO: Second — the customer concentration. E.ON and Iberdrola together are 51 percent of Solarcraft's LTM revenue. They are also our customers on the storage side, so on a combined-entity basis it is less stark — pro-forma top-3 customer concentration moves from 31 percent to 38 percent, within our 40 percent policy. Élise's risk paper notes this should be re-reviewed in Q3.

[11:06:51] CEO: Third — the earn-out structure. Walbruck wants a 20 percent earn-out tied to 2027 EBITDA hitting 27 million. Our deal team's view is 65 percent probability of full trigger. We have modelled it at 80 percent for downside cases. The earn-out is the gap between the floor Walbruck will accept and our walk-away.

[11:07:32] DIRECTOR REINIGER: Tomás, on the price band. The paper authorises 175 to 195 million. Below 175 would also be acceptable I assume.

[11:07:48] CEO: Correct. Below 175 we just close faster.

[11:07:51] DIRECTOR REINIGER: And above 195 you come back to us.

[11:07:55] CEO: Above 195 we come back to the board. Full board, not just the audit committee.

[11:08:02] DIRECTOR HEINONEN: One question on integration. The paper says 18 million euros over two years for integration cost. 11 one-time, 7 operating drag. Who owns the integration programme.

[11:08:24] CEO: We have not appointed an integration lead yet — that is contingent on signing. The internal expectation is that I will chair the steering committee and we will identify an integration lead from the Solarcraft side at signing. We do not plan to engage an external integration consultant. The 18 million is our internal estimate based on our 2022 acquisition of NordPV.

[11:09:02] DIRECTOR HEINONEN: I would feel better if there was a named integration lead before signing rather than after.

[11:09:12] CEO: That is a reasonable ask. I will commit to identifying and naming the integration lead before signing on 5 May. If that is not possible by then we will inform the board ahead of signing.

[11:09:34] CHAIR: Any further questions on the acquisition. [pause] Hearing none. Item 5 endorsement first, then item 6 by named vote. Item 5 — does the board endorse the strategic pivot to grid-scale storage as the primary growth platform from 2027, and the reallocation of 90 million euros of FY 2026 capex from Antwerp Phase-II to the Bratislava partnership. All in favour. [pause] Carried unanimously. Endorsement recorded.

[11:10:18] CHAIR: Resolution R-2026-Q1-03. Director Almeida is recused and off the call. Named vote. Marc, please call the roll.

[11:10:32] SECRETARY: Director Reiniger.
[11:10:34] DIRECTOR REINIGER: In favour.
[11:10:36] SECRETARY: Director Prasad.
[11:10:38] DIRECTOR PRASAD: In favour.
[11:10:40] SECRETARY: Director Heinonen.
[11:10:42] DIRECTOR HEINONEN: In favour, subject to the commitment Tomás just made on naming the integration lead.
[11:10:48] SECRETARY: Director Fonseca.
[11:10:50] DIRECTOR FONSECA: In favour.
[11:10:52] SECRETARY: Director Bjornsen.
[11:10:54] DIRECTOR BJORNSEN: In favour.
[11:10:56] SECRETARY: Director Halvorsen.
[11:10:58] DIRECTOR HALVORSEN: In favour.
[11:11:00] SECRETARY: Chair.
[11:11:02] CHAIR: In favour.
[11:11:04] SECRETARY: That is 7 in favour, 0 against, 1 abstention (Director Almeida recused). Resolution R-2026-Q1-03 is adopted.
[11:11:18] CHAIR: Resolution adopted. We will reach out to Director Almeida to bring him back onto the call for item 7. Five minutes pause.

[break 11:11–11:16]

[11:16:08] CHAIR: We are back, Director Almeida has rejoined. Élise, item 7 please.

[11:16:18] CRO (Élise Moreau): Thank you Chair. Two minutes. The supply chain concentration risk has moved from amber to red because Supplier A — which we counted as our redundancy — has switched to the same precursor producer in Jiangsu. We are now effectively single-sourced at the precursor level for 85 percent of our cell purchases. The mitigation plan is the 22 million euro inventory pre-buy, accelerated Kintron framework, and qualification of Tomson Materials as a second non-Chinese precursor producer by end of year. I am asking the board to acknowledge the escalation, not to vote.

[11:17:04] CHAIR: Acknowledged. The mitigation plan and the working-capital impact are both within the CFO's authority, correct.

[11:17:12] CFO: Correct.

[11:17:14] CRO: Yes Chair, no separate board approval required.

[11:17:18] CHAIR: Noted in the minutes. Yuki, item 8.

[11:17:24] HEAD OF COMPLIANCE (Yuki Sato): Thank you. The required annual item is the GDPR record-of-processing review. The board is asked to acknowledge that the review has been performed and is satisfactory. Records are complete and current. Two minor non-conformities during the year, both closed. I would also note that ISO 14001 recertification by TÜV SÜD is complete — zero major non-conformities, two minor non-conformities both closed during the audit. Certificate runs to February 2029. On internal audit, three audits closed, one in flight, one rescheduled. No fraud signals. Three whistleblower reports — one is still under external investigation, expected close Q2.

[11:18:34] CHAIR: Thank you Yuki. Board acknowledges the GDPR RoPA review and the ISO 14001 recertification. Item 9, resolutions. We have already discussed and indicated support on R-2026-Q1-01 and R-2026-Q1-03 was voted at item 6. That leaves R-2026-Q1-02, the auditor reappointment. Audit committee recommendation is PWC for FY 2026 at 1.34 million euros. May I have a proposer.

[11:19:08] DIRECTOR REINIGER: I propose, as Audit Committee Chair.

[11:19:12] DIRECTOR FONSECA: Seconded.

[11:19:15] CHAIR: All in favour. [pause] Carried unanimously. R-2026-Q1-02 adopted.

[11:19:24] CHAIR: Formal vote on R-2026-Q1-01, dividend 42 cents per ordinary share, ex-date 22 April, payment 28 April. All in favour. [pause] Carried unanimously. R-2026-Q1-01 adopted.

[11:19:48] CHAIR: Item 10 AOB. Anything for AOB. [pause] Hearing nothing. Next meeting 17 June 2026 in Munich. Thank you everyone. Meeting closed at 12:54.

[12:54:18] [end of recording]