Barings BDC, Inc. (BBDC) May 7, 2026 Annual General Meeting Transcript

Hello, everyone, and welcome to the 2026 Annual Meeting of Stockholders for Barings Capital Investments Corporation. Before we get started, I would like to go over a few items so you know how to participate in today's meeting. You will have an opportunity to submit text questions to today's presenters by typing your questions into the question box located on the virtual shareholder meeting site. You may send in your questions at any time during the meeting. We and the company will collect these and address appropriate questions during the Q&A session following the end of today's stockholder meeting. Today's meeting is being recorded. I would now like to introduce Mr. Thomas McDonnell of Barings Capital Investment Corporation.

Good morning, ladies and gentlemen. My name is Thomas McDonnell, and I serve as Co-Chief Executive Officer of Barings Capital Investment Corporation. It is my pleasure on behalf of the company's Board of Directors and Officers to welcome you to the company's 2026 annual meeting of stockholders. You are participating in this meeting virtually. We are pleased to hold our annual stockholders meeting virtually as we aim to increase access and participation. As a reminder, stockholders may submit questions at any time during this meeting by typing your questions into the question box located on the virtual shareholder meeting site. At this time, I am formally calling the annual meeting to order. I would like to take this opportunity to first introduce the executive officers and members of the company's board of directors who are in attendance today. First, our co-chief executive officer, Brian High. Our president, Matthew Freund. Our chief financial officer and chief operating officer, Elizabeth Murray. Our chief legal officer, Ashley Steiner. Our chief compliance officer, Itzbel Branca. and the members of our board of directors, Eric Lloyd, David Mihalik, Mark Mulhern, Tom Oakle, Jill Olmstead, and John Switzer. In accordance with our bylaws, I will act as chairman of the meeting and Alexandra Upasini will act as secretary of the meeting. Christopher Woods of American Election Services, LLC, has been appointed inspector of election for today's meeting. The inspector will determine the presence of a quorum and serve as judge of voting on all matters requiring a stockholder vote at this meeting. I request that Mr. Woods file his oath of office with the company for inclusion and their records for this meeting. Will the secretary please report on proof of notice of meeting?

Yes, thank you, Mr. Chairman. I have an affidavit of mailing from Broadridge Financial Solutions, Inc., the company's proxy solicitor, certifying as for the giving of notice of this meeting and the sending to stockholders of record as of March 6, 2026, the notice of annual meeting and proxy statements, all of which Broadridge commenced distributing to stockholders on May 10, 2026. I also have a copy of the company's 2025 annual report, which includes financial statements certified by KPMG. A copy of this annual report was sent or made available to each stockholder entitled to vote at this meeting, and an electronic copy of the annual report is available free of charge on the company's Edgar page at www.scc.gov. The notice of meeting and the affidavit of mailing, together with the attachments thereto, will be filed with the records for this meeting.

Thank you, Ms. Bassini. As stated in the notice of annual meeting, the principal item of business for consideration at this meeting is proposal number one, to elect one class one director, Mr. John A. Switzer, to serve for a three-year term and until his successor has been duly elected and qualified. At this meeting, we will first address certain procedural matters and then consider the proposal. Following the conclusion of voting on the proposal, we will adjourn the stockholders' meeting. After the adjournment of the meeting, we may address appropriate questions during the Q&A session. Will the inspector of election please present the report of attendance at this meeting so that we can determine whether a quorum is present?

Mr. Chairman, on March 6, 2026, the record date for this annual meeting, there were outstanding and entitled to vote a total of 32,539,522 shares of common stock. There are 22,215,984 shares of stock represented by proxy who are attending this annual meeting, or approximately 68.27% of all the shares entitled to vote at this meeting. The shares so represented exceed 50% of the total shares entitled to vote at this meeting, and thus constitute a quorum.

Thank you. Since a quorum is present, this meeting will proceed. It is 8.05 a.m. on May 7, 2026, and the polls for voting on all matters are open. All Barings Capital Investment Corporation stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls and the inspector of election will provide the preliminary reported results. We'll now move to review of the proposal. There were no stockholder nominations or proposals properly filed in accordance with the company's bylaws. Therefore, the business of this meeting is limited to the matters set forth in the notice of annual meeting. The sole item of business on our agenda is proposal number one, the election of one Class I director to serve for a three-year term as set forth in the company's proxy statement and listed on the proxy card. The nominee is John A. Switzer. Information concerning his principal occupation, service as a bearings capital investment, corporation board member, skills and qualifications, and other matters which may be of interest are contained in the proxy statement. The company did not receive any nominations in accordance with the advance notice requirements of the bylaws. Therefore, I hereby declare the nominations for directors closed. The director nominee requires the affirmative vote of the voters of a plurality of the votes cast at this meeting, therefore a plurality of the votes cast at the meeting must be for the director nominee. This concludes discussion on all formal matters brought before the stock orders. The polls will close shortly, so if you have not yet voted, please do so. Since everyone has had the opportunity to vote, it is now 8 0 7 a.m. and the polls are closed. The inspector of election will now announce the preliminary results.

On proposal number one, the election of directors, the board nominally listed in the proxy statement received a plurality of the votes cast for re-election at this meeting. Therefore, John A. Switzer is re-elected as a director of the company for a three-year term or until the election and qualification of his successor.

Thank you. We will file the final report of the inspector of election with the records of this meeting. We expect to report the results of voting on a Form 8K to be filed with the SEC within four business days of this meeting. The formal meeting is now completed and adjourned. Ms. Bassini, have any relevant questions been received?

No relevant questions have been received.

There being no questions to address at this time on behalf of the Board of Directors, I would like to thank you for attending this meeting and for your continued support of the company.

Hello, everyone, and And welcome to the 2026 Annual Meeting of Stockholders for Barings BDC, Inc. Before we get started, I would like to go over a few items so you know how to participate in today's meeting. You have an opportunity to submit questions to today's presenters by typing your questions into the question box located on the virtual shareholder meeting site. You may send in your questions at any time during the meeting. We in the company will collect these and address appropriate questions during the Q&A session following the end of today's stockholder meeting. Today's meeting is being recorded. I would now like to introduce Mr. Thomas McDonnell of Barings BDC, Inc. Good morning, ladies and gentlemen.

My name is Thomas McDonnell, and I serve as Chief Executive Officer of Barings BDC. It is my pleasure on behalf of the company's Board of Directors and Officers to welcome you to the company's 2026 Annual Meeting of Stockholders. You are participating in this meeting virtually. We are pleased to hold our annual stockholders meeting virtually as we aim to increase access and participation. As a reminder, stockholders may submit questions at any time during this meeting by typing your questions into the question box located on the virtual shareholder meeting site. At this time, I am formally calling the annual meeting to order. I would like to take this opportunity to first introduce the executive officers and members of the company's board of directors who are in attendance today. First, our president, Matthew Freund, our chief financial officer and chief operating officer, Elizabeth Murray, our vice president and co-portfolio manager, Brian High, our chief legal officer, Ashley Steinard, our chief compliance officer, Itzbel Branca, our chief accounting officer, Rosa Epperson, and the members of our board of directors. Eric Lloyd, David Mihalik, Mark Mulhern, Tom Ockel, Jill Olmsted, John Switzer, Robert Knapp, Steve Byers, and Valerie Lancaster Beal. In accordance with our bylaws, I will act as chairman of the meeting and Alexandria Bassini will act as secretary of the meeting. Christopher Woods of American Election Services, LLC, has been appointed inspector of election for today's meeting. The inspector will determine the presence of a quorum and serve as judge of voting on all matters requiring stockholder vote at this meeting. I request that Mr. Woods file his oath of office with the company for inclusion in the records for this meeting. Will the secretary please report on the proof of notice of meeting?

Yes, thank you, Mr. Chairman. I have an affidavit of mailing from Broadridge Financial Solutions, Inc., the company's proxy solicitor, certifying as to the giving of notice of this meeting and the sending to stockholders of record as of March 6, 2026, the notice of annual meeting and proxy statement, all of which Broadridge commenced distributing to stockholders on March 10, 2026. I also have a copy of the company's 2025 annual report, which includes financial statements certified by KPMG. A copy of this annual report was sent or made available to each stockholder entitled to vote at this meeting, and an electronic copy of the annual report is available free of charge on the company's website. The notice of meeting and the affidavit of mailing, together with the attachments thereto, will be filed with the records for this meeting.

Thank you, Ms. Bassini. As stated in the notice of annual meeting, the principal item of business for consideration at this meeting is proposal number one, to elect three Class II directors, Mr. Steve Byers, Ms. Valerie Lancaster-Beal, and Mr. John A. Switzer, to serve for three-year terms and until their successors have been duly elected and qualified. At this meeting, we will first address certain procedural matters and then consider the proposal. Following the conclusion of voting on the proposal, we will adjourn the stockholders' meeting. After the adjournment of the meeting, we may address appropriate questions during the Q&A session. Will the inspector of election please present the report of attendance at this meeting so we can determine whether a quorum is present?

Mr. Chairman, on March 6, 2026, the record date for this annual meeting, there were outstanding and entitled to vote a total of 104,706,884 shares of common stock. There are 54,133,359 shares of common stock represented by proxy or attending this annual meeting, or approximately 51.69% of all the shares entitled to vote at this meeting. As a result, a quorum is present at this annual meeting with respect to all matters.

Thank you. Since a quorum is present, this meeting will proceed. It is 8.35 a.m. on May 7, 2026, and the polls for voting on all matters are open. All Barings BDC stockholders entitled to vote at the meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls and the inspector of election will provide the preliminary report of results. We'll now move forward to review the proposal. There were no stockholder nominations or proposals properly filed in accordance with the company's bylaws. Therefore, the business of this meeting is limited to the matters set forth in the notice of annual meeting. The sole item of business on our agenda is proposal number one, the election of three Class II directors, each to serve for a three-year term as set forth in the company's proxy statement and listed on the proxy card. The nominees are Steve Byers, Valerie Lancaster Beal, and John A. Switzer. Information concerning their principal occupations, service as bearings, BDC board members, skills and qualifications, and other matters which may be of interest are contained in the proxy statement. The company did not receive any nominations in accordance with the advance notice requirements of the bylaws. Therefore, I hereby declare the nominations for directors closed. Each director nominee requires a majority of the votes cast for his or her election in order to be reelected by the stockholders at this meeting, which means that each director nominee must receive more votes cast for than against. This concludes discussion on all formal matters to be brought before the stockholders. The polls will close shortly, so if you have not yet voted, please do so. Since everyone has had the opportunity to vote, it is now 8.37 a.m., and the polls are closed. The inspector of election will now announce the preliminary results.

On proposal number one, the election of directors, the votes cast for each of the board's nominees as listed in the proxy statement exceed the votes cast against each nominee's election. Therefore, for each of Steve Byers, Valerie Lancaster Beal, and John A. Switzer is re-elected as a director of the company for a three-year term or until the election and qualification of his or her successor.

Thank you. We will file the final report of the inspector of election with the records of this meeting. We expect to report the results of the voting on a Form 8K to be filed with the SEC within four business days of this meeting. The formal meeting is now completed and adjourned. Ms. Bassini, have any relevant questions been received?

No relevant questions have been received.

There being no questions to address at this time, on behalf of the Board of Directors, I would like to thank you for attending this meeting and for your continued support of the company. Have a great day.

The meeting has concluded. You may now disconnect.