Sanmina Corp (SANM) March 9, 2026 Annual General Meeting Transcript

Good morning ladies and gentlemen. My name is Yuri Sola. I'm a chairman and the CEO of Sandmina Corporation. It is my pleasure to welcome you all to our 2026 annual meeting of shareholders. Now I call this meeting to order. We are joined here today by Sandmina's independent directors who are standing for the election.

Susan Barnes, Johnson, Joe Licata, Michael Loparco, Krish Prabhu, and Maitili Sankaran.

We're also joined here today by PricewaterhouseCoopers, Samina Independent Auditors. They will be available during the question and answer session after the meeting to respond to questions. Now, I would like to introduce Chris Sadekian, Samina Corporate Secretary, who is also serving as Inspector of Election today. Mr. Sadekian will handle the procedural portion of this meeting. And now, I'd like to turn this call over to Chris.

Thanks, Yuri. As Inspector of Election, I confirmed that we received a preliminary report for a broad-rich Financial Solutions, our proxy tabulator, which states that a majority of the outstanding shares of the company, as of the record date of January 16, 2026, are represented at this meeting by proxy. As a result, we have a quorum for the transaction of business today, and the polls are now open for any stockholder who wishes to vote. You need not vote today unless you are voting for the first time or wish to change your If you have not yet voted or wish to change your vote, you may do so by clicking on the vote button in the web portal and following you. As described in the proxy statement, the proposals being voted upon at this meeting are as follows. Susan Barnes, David Hedley, Susan Johnson, Joe Licata, Michael Leparco, Krish Prabhu, and Mike Filney Sankaran as directors of San Pena. Second, ratification of PricewaterhouseCoopers at St. Pena's Independent Registered Public Accountants for the 2026 fiscal year. Approval on a non-binding basis of the compensation of our named executive officers as disclosed in the proxy statement. This is known as saying, approval of the reservation of an additional 1,200,000 shares of common stock for issuance under our 2019 equity incentive. And, finally, to consider and vote upon a stockholder proposal requesting that the board of directors adopt a policy and amend governing documents as necessary in order that two separate people hold the office of the chairman and the offices. The first four proposals are the company's proposals, which the board has recommended stockholders vote for. The last proposal has been proposed by a stockholder, Mr. John Chavetan, which the board has recommended stockholders vote. Mr. Chavetan is present at this meeting today, and as present operator, please open up the line for Mr. This is John Chavetan, Proposal 5, Independent Board Chairman.

Charles requested the Board of Directors adopt an enduring policy and amend the governing documents in order that two separate people hold the office of the chairman and the office of the CEO. The selection of the chairman of the board requires the separation of the offices of the chairman of the board and the chief executive officer. The chairman of the board shall be an independent director. A lead director shall not be a substitute for an independent board chairman. An independent board chairman improves corporate governance by bringing impartiality, objective oversight, external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting investor confidence. The detached perspective allows the chairman to focus on shareholder interest, strengthen management accountability, and provide critical checks and balances, ultimately contributing to the company's long-term sustainability and credibility. Samina Corporation especially needs an independent board chairman since Samina is not responsive to shareholders. At the 2025 annual meeting, Samina shareholders approved giving 10% of Samina shares the right to call for a special shareholder meeting. Instead of adopting the proposal that Samina shareholders approved, Samina adopted a so-called right for a special shareholder meeting by including two poison pills to make sure that the right will never be used. The first poison pill was that instead of providing for 10% of shares to have the right to call for a special shareholder meeting, the figure was up to 25%. The reason that a 25% figure is a poison pill is that in more than 100 company opposition statements against a shareholder right to call for a special shareholder meeting, there has never been one example cited of a special shareholder meeting ever taking place where the requirement was 25%. The second poison pill was that for the first time in years, all shares of Samena not owned for a full continuous year were disqualified from formally participating in calling for a special shareholder meeting. The reason that disqualifying all shares not owned for a full continuous year is a poison pill is that in more than 100 company opposition statements against a shareholder right to call for a special shareholder meeting, there has never been one example cited of a special shareholder meeting ever actually taking place where all shares not owned for at least one continuous year were disqualified. Most companies only adopt one poison pill to make sure shareholders never have an attainable right to call for a special shareholder meeting. Samina adopted two poison pills. Samina needs an independent board chairman in order to be more responsive to shareholders. Proposal 5.

Mr. Chiveden, we will now pause briefly for voting to complete. I now declare the polls closed and will report the preliminary voting results.

These results show that all directors have been reelected. The appointment of PricewaterhouseCoopers as independent auditors from 2026 has been ratified. The compensation of our named executive officers as disclosed in the proxy statement has been approved on a non-binding basis. and the reservation of an additional 1,200,000 shares of common stock for issuance under an equity incentive plan has been approved. The stockholder proposal presented by Mr. Chiveden was not a free. These preliminary results exclude any shares that may have been voted or changed today. However, such votes will be included on the final voting results for the meeting, which will be reported on a Form 8K filed with the SEC later this week. With that, I turn the meeting back over to Mr. Sola.

Thank you, Chris. We will now address questions from shareholders regarding the company. Such a question may be submitted in the field provided in a web portal.

We will now pause briefly for questions.

The first question comes from a shareholder. Is there a retirement age for directors like Yuri Sola, who is age 75?

Yeah, this is Chris Prabhu, lead director. We do have a mandatory retirement age for independent board members. They cannot stand for election unless they have specific requests from the board. Yuri Sola being an employee board member, this rule does not apply to Yuri, but the board always has discussions with URI and the board reserves the right to have URI consider his retirement if the board thinks so.

Our next question comes, and it's which director has the most outside directorship?

Chris, you want to take that? Well, this is Chris Cedadian, corporate secretary of San Diego Corporation. Director Michael J. La Parco has the most to board memberships. However, the number of board memberships are below the limit set forth in our corporate governance guidelines.

But he only has two. That's correct.

Our next question, has the board and company management given any consideration to a future split of the shares in the company?

Good question. We, from time to time, think about this. At the right time, and we will make the decision if it's in the best interest of the company and the shareholders.

We have no further questions.

Ladies and gentlemen, I'm informed there are no further general questions submitted by shareholders.

This concludes this meeting, and now it is adjourned. Thank you for joining us today.

And ladies and gentlemen, that does conclude today's conference call and presentation. We thank you for joining. You may now disconnect your lines.