Annual General Meeting Transcript - AD 2026-05-19

Walter Carlson, CEO

Good morning, ladies and gentlemen. Welcome to the 2026th Annual Meeting of Shareholders of Arrayed Digital Infrastructure, Inc. I am Walter Carlson, a director and chair of the company, and I will be chairing this meeting. At this time, I call the meeting to order, and I would like to thank everyone present and on the webcast for participating in this meeting. It is now 8.30 a.m. on May 19, 2026, and the polls are open for voting on the matters before this annual meeting as set forth in the notice of annual meeting and proxy statement and on the agenda for this. The rules of conduct that we will follow for the meeting are set forth on the reverse side of the agenda. If you do not have a copy of the agenda and rules of conduct and would like a copy, please raise your hand. and one will be brought to you. When I call your name, would you please rise? Anthony J.M. Carlson, and Chief Executive Officer of Edison Jr., and Chief Executive Officer of TDS Telecommunications, and former Executive Vice President of CDW Corporation, of the company, and former Executive Vice President of Millicom International, Financial Officer, and Treasurer of Array of Network Wireless. Senior Vice President, until this morning, we're delighted that you're here with. We're delighted that we're passing. So I'd like to introduce a director nominee at this meeting of TDS. We look forward to John's service. I would like to introduce the other officers of the company who are present today. Elsa B. Ansani, Senior Vice President and Chief Human Resources Officer. Anita J. Kroll is with us online. So she's not here in person, but she gets an introduction. And then Marcy M. Morgan, Lieutenant Registered Public Accountant, is also in attendance. Sean Goldfarb, they have no formal statement to make and will be available to answer any appropriate questions. I have appointed Julie Matthews of Telephone and Data Systems, Inc. and Douglas Ives of Computer Share Trust Company. Will the holders of any undelivered proxies please hold them up so that they may be picked up by the inspectors of election at this time? People who need a ballot, but if you are voting by ballot, please can see you. Seeing none, we will proceed. All matters scheduled for business at this meeting will be introduced by the chair. If any shareholder with a proper purpose would like to address the business at hand, I would ask you to raise your hand and address the chair, identifying yourself and disclosing the nature of your business. Shareholders will also have an opportunity following the formal part of the meeting and the management presentation to ask questions they may have. In the interest of time, we will dispense with the reading of the notice of the meeting and the affidavit of mailing of the notice. We will also dispense with the reading of the minutes of the annual meeting of shareholders held on October 9, 2025. The shareholder would like to examine them as the record date for this shareholder meeting. Management of the company distributed a notice of annual meeting and proxy company on April 7, 2026 and the company solicited proxies from the shareholders for this meeting and advised me of the voting results back to all matters are generally known have been instructed to advise me prior to the announcement of such results only in the event that there are any changes in outcome considering any votes delivered of the meeting and prior to the closing of the polls for voting have been advised that the inspectors of election have confirmed that issued an outstanding shares and of each class as represented at today's meeting that a quorum is present and the formal business of the meeting may proceed. The intention of any shareholder to nominate a direct come before the meeting involved in the notice of annual meeting. Four proposals in the notice of annual meeting and proxy statement are one election of directors, exculpation of officers, and four advisory vote on an executive compensation. Indicated in the notice of annuals will be by the holders of commons will be elected as the sole holder of series nominated Harry J. Harzak Jr. D. Williams, by the holders of commons, by the holders of commons, the affirmative vote of at least a plurality of common shares. The board of directors has Leroy T. Carlson Jr., Walter Carlson, Ken Dixon, John Toomey, and Vicki Villacrez, by the holders of series A commons, directors by the holder of series, the affirmative vote of at least a plurality of a common shares. present in person, or represented by proxy, and entitled to vote with respect to such. There's unanimously recommends a vote for each of the nominees for election as directors. Cooper's LLP is the company's independent registered public accountants for 2026. This proposal will be voted on by the Series A common shares and common shares voting as a group, present in person, or represented by proxy at this meeting. This proposal will be approved if it receives the affirmative vote of a majority of the votes captors unanimously recommend amendment to the company's restated certificate of incorporation to allow for exculpation of officers. This proposal will be approved if it receives the affirmative vote of the holders of a majority of the voting power of all of the title to vote on the directors unanimously recommends a vote for an advisory basis, the compensation of our named Executive of the SEC. The proposal will be voted on by the holders of Series A common shares. Voting as one group present in person are represented by proxy at this meeting. This proposal will be approved if it receives the affirmative vote for this proposal. If you have not yet completed delivery of your proxies or ballots, please do so now since we will be closing the polls for voting. The polls are closed for voting. I will inform you of any changes in outcome with the announcement of the voting results. Each of them received at least a plurality of the votes. Each of such persons has been elected as a director of Array Digital Infrastructure, Inc. for a term expiring at the 2027 annual meeting of shareholders or until his or her qualified by the selection of PricewaterhouseCoopers LLP as independent registered public accountants for 2026 has received the affirmative vote of holders of a substantial majority of the combined voting power of the Series A common shares and present in person are represented by proxy at this annual meeting. To approve an amendment to the company's restated certificate of incorporation to allow for exculpation of officers has received the affirmative vote of holders of a substantial majority of the combined voting power of the outstanding shares of Series A common shares and common shares. On an advisory basis, the compensation of our named executive officers has received the affirmative vote of holders of a substantial majority of the combined voting power of the Series A common shares and common shares present in person or represented by proxy at this annual meeting. This proposal is therefore also approved. Any additional votes received after the commencement of this meeting and prior to the closing the polls and furnish a written report of the final vote count with respect to the matters voted on today, which will be included in the minutes of the meeting. This will be reported on a Form 8K that will be filed within four business days of today. For the business to come before this meeting, the meeting is adjourned. I would now like to ask you to provide a brief business update on the floor for any questions that you may have. With respect to the recent proposal for TDS to acquire all of the outstanding common shares of array that are not currently owned by TDS, we are not going to comment further on or take questions regarding the proposal on today's call. After we have concluded here today, John Toomey, TDS's Treasurer and Vice President, will be available if you would like to discuss other matters of interest.

Speaker 1

Good morning, and thank you for joining us today. I am honored to be here presenting at Array's 2026 Annual Meeting of Shareholders. A copy of this slide presentation can be found on our website. The information set forth in this presentation contains statements about expected future events and financial results that are forward-looking and subject to risks and uncertainties. Please review the safe harbor paragraphs in our press releases and the extended version included in our SEC. As you can see, Array's business portfolio has three significant yet distinct drivers of value. First, we own a portfolio of more than 4,400 towers across the United States. These towers, originally constructed to support U.S. Cellular's wireless network, are primarily located in suburban and rural areas. Notably, about one-third of our towers have no competing site within a two-mile radius, making them especially valuable as carriers expand 5G and other advanced technologies to meet increasing mobile data demand. Second, we continue to hold wireless spectrum, principally C-band. This is a valuable asset with an existing ecosystem for deploying 5G that we are opportunistically seeking to monetize. And lastly, we have minority interests in a number of primarily wireless partnerships referred to in our financials as non-controlling investment interests. These are passive investments that have historically generated substantial income and cash distribution. Since launching operations and rebranding in August 2025, Array remains laser-focused on optimizing its tower portfolio. Application volumes remain robust and, coupled with our existing pipeline, will drive additional revenue growth in 2026 and beyond. With Array no longer operating as a wireless carrier, we continue to pursue value-maximizing opportunities to monetize our remaining wireless spectrum. To date, we have reached agreements for 70% of our total Spectrum holding. Proceeds from Spectrum sales and a solid balance sheet, Array has also returned value to its shareholders through two special dividends. As you can see, our 2026 strategic priorities are designed to realize the value in our business. We remain focused on executing our strategy with discipline, including growing co-location revenue, ensuring seamless implementation of the T-Mobile MLA, conducting rigorous cost structure reviews, including ground lease optimization, and continuing to identify opportunities to monetize our remaining spectrum. In closing, I want to thank the entire Array team for their dedication to building a successful new tower company. I also want to thank our shareholders for their ongoing support as we continue to optimize and grow Array. I am excited about the opportunities ahead.

Speaker 2

Are there any questions from the audience here? Seeing none, I will thank all of you and turn it back over to Walter.

Walter Carlson, CEO

This concludes our presentation and question period. Again, thank you for attending, and we look forward to seeing you next year. More news to report.