Slide 1: Securing Maximum Value for Fermi Shareholders
M A Y 2 1 , 2 0 2 6 Securing Maximum Value for Fermi Shareholders A Case for Running an Independent Strategic Alternatives Process for Project Matador PR ES E NT E D B Y Toby R. Neugebauer Vicksburg Investments Management LLC Melissa A. Neugebauer 2020 Trust VOTE
Slide 2: Disclaimer
DISCLAIMER The views expressed in this presentation represent the opinions of Toby R. Neugebauer and two of his affiliated entities, Vicksburg Investments Management LLC and Melissa A. Neugebauer 2020 Trust (collectively with Mr. Neugebauer, the “Fermi Founder Parties”), which beneficially own share
Slide 3: Executive Summary
S EC TIO N 0 1 · S U MM ARY Executive Summary Why we are calling for a special shareholder meeting to elect a new Board majority SE CT I ON 1 O F 6
Slide 4: Fermi Must Explore Every Option - and Shareholders Must Decide
EX EC UT IV E SUM M ARY Fermi Must Explore Every Option - and Shareholders Must Decide THE COMPANY Fermi has built an extraordinary business on a uniquely rare asset - but execution of the next phase remains highly contingent at this critical early phase of Project Matador. THE PROBLEM The current B
Slide 5: Why We Called A Shareholder Vote
EX ECUT IV E SUM M ARY Why We Called A Shareholder Vote We are calling on shareholders to elect a Board willing to evaluate every path to maximize value — before any value erodes WH Y W E DID THIS WH AT THIS IS N OT Five reasons we are calling on shareholders to elect a new Board Anticipating — and
Slide 6: Fermi's Execution, Progress & Stock Performance
S EC TIO N 2 · EXE CU TI ON Fermi’s Execution, Progress & Stock Performance A rare, permitted, partially capitalized platform – built in 15 months and 2.5 – three years ahead of any greenfield competitor SE CT I ON 2 O F 6
Slide 7: Fermi Is a World Class Company and Project Matador Is a World Class Asset
Fermi Is a World Class Company AND Project Matador Is a World Class Asset A 7,500-acre private grid – permitted, capitalized, and powered.
Slide 8: Project Matador - What Has Been Built in 15 Months
EX ECUT ION & PR OGRE SS Project Matador - What Has Been Built in 15 Months 6 GW Clean Air Permit APPROVED (second 7,500 acres on a 99-year ground lease largest in the nation) + an additional 5 GW 11 GW+ with the Texas Tech University System application pending 50+ FTEs fully immersed in the $1B+ in
Slide 9: A Scarce Platform that is Difficult to Replicate at Speed
EX ECUT ION & PR OGRE SS A Scarce Platform that is Difficult to Replicate at Speed Five connected assets. Each valuable independently. A world-class platform when combined. Land & Site Regulatory & Power-Generation Capital & Human Capital Nuclear & Infrastructure Commercial 7,500 acres in Amarillo ·
Slide 10: A Diverse Generation Portfolio for Hyperscale Reliability
EX ECUT ION & PR OGRE SS A Diverse Generation Portfolio for Hyperscale Reliability Designed to deliver early power, sustain hyperscale loads, and optimize long-term economics. Power Sour ce Xcel Grid Capacity GE FR6B GE TM2500 Siemens SGT-800 SGT6-5000F Siemens SGT-800 • ESA Signed • Currently in Ho
Slide 11: Construction Execution – Horizontal Infrastructure Ready
EX ECUT ION & PR OGRE SS Construction Execution – Horizontal Infrastructure Ready Water Pipeline Gas Pipeline Generation Foundations SPS SPS Grid Grid Power Power Electrical Equipment Phase 1-2 Installed 450 MMcfd Installed Phase 0 Complete 200 MW 800 MW Procured 2.5 MGD Firm from COA 4.6 Miles of o
Slide 12: Site Progress Through March
EX ECUT ION & PR OGRE SS Site Progress Through March
Slide 13: FRMI Stock Story Does Not Match its Execution Progress
EX ECUT ION & PR OGRE SS FRMI Stock Story Does Not Match its Execution Progress 5/15/26 13D and 13G/A Released (42M shares sold in CEO Terminated: total from insiders) Mgmt notified of Pencross Block for Sale: AICA Terminated: Pencross Discloses 4.4M Shares Sold: 10-K + Caddis 11M -10% from 5/15 clo
Slide 14: Our Thesis for A Strategic Go-To-Market
S EC TIO N 0 3 · THE T HES IS Our Thesis for A Strategic Go-To-Market Why we are pursuing a dual path process and why the buyer universe is ready to bid SE CT I ON 3 O F 6
Slide 15: Dual Paths. One Independent Process.
OU R THE SIS • D UAL -TR AC K S COPE Dual Paths. One Independent Process. The new independent board would evaluate credible structures within both paths, on the same framework. PATH 1 • ST RAT EGI C ■ Change-of-control transaction; defined-scope strategic path ■ Credible structures considered includ
Slide 16: Shareholders Want to Sell to the Buyers Who Pay the Most
OU R THE SIS - TH E BES T OWN ER PRI NCIPL E Shareholders Want to Sell to the Buyers Who Pay the Most Two buyers can look at Fermi today. They see the same company and asset, but have very different motivations to own it. STRATEGIC PARTNER OR AC QUIER CURRENT MARKET BUYER The Bottlenecked Strategic
Slide 17: What the Ideal Best Buyer Will Bring – The Three C's
OU R THE SIS What the Ideal Best Buyer Will Bring – The Three C's The lens through which an independent process should evaluate every potential buyer – and the framework that converts the standalone risk profile into a derisked platform. C 01 Capital • Funds remaining $70B+ Phase 1–4 capex without d
Slide 18: Six Buyer Categories Orbiting Project Matador
OU R THE SIS Six Buyer Categories Orbiting Project Matador Captive AI compute demand Hyperscalers Designated power for chip/semiconductor contracts Business line strategic diversification · balance sheet strength Chip/Semi Oil & Gas Companies Majors PROJECT MATADOR Vertical integration of compute &
Slide 19: Three Buyer Types – Illustrative Economics
OU R THE SIS · UN IT E CON OM ICS Three Buyer Types – Illustrative Economics Illustrative Annual EBITDA per 1 GW of capacity for each buyer type. 01 02 03 Data Center Developer Hyperscaler Chip/Semi Company Turnkey development + Triple-net lease Captive AI compute revenue Designer margin + vertical
Slide 20: The Value Uplift Justifies a Premium Price
O UR THES IS The Value Uplift Justifies a Premium Price The acquisition of 2.2 GW of co-located gross power, with significant room to scale, supports a consistent pipeline of earnings measured in the billions. Capitalized at each acquirer's prevailing forward multiple, that cash flow translates into
Slide 21: Additional Value - Spin Out the Nuclear Business
OU R THE SIS • NU CLE AR SPIN -OU T Additional Value - Spin Out the Nuclear Business Crystallize a two-year permitting lead. Two businesses, two capital structures, two timelines. 0 1 0 2 0 3 0 4 0 5 Regulatory Engineering Supply Chain Site Timing NRC-Accepted Combined Operating Completed feed study
Slide 22: Board Opposition & Entrenchment
S EC TIO N 0 4 · BAC KGR OU ND TO P RO XY Board Opposition & Entrenchment How the current Board has foreclosed price discovery and rewritten the rules to entrench itself SE CT I ON 4 OF 6
Slide 23: 24 Hours From "Strategic Review" to "Not for Sale"
BACKG ROU ND T O PR OXY • TH E 24 -HOU R REV E RSAL 24 Hours From “Strategic Review” to “Not for Sale” On April 20, the Founder Parties called for a strategic review. Twenty-four hours later, the Board declared no sale. Three weeks later, the position hardened T HE C OMP ANY HA S NOT APRIL 20 , 20 2
Slide 24: Timeline of Board Entrenchment
BACKG ROU ND T O PR OXY Company loses challenge and Timeline of Board Entrenchment immediately takes unprecedented step to change the rules in the middle of the game, in violation of every corporate governance norm – shareholders deserve In 27 days, the Board has pulled rights away from shareholders
Slide 25: Their 70% Threshold is an Insiders Veto – We are Challenging It
BACKG ROU ND T O PR OXY • ST RU CTU RAL EN T REN CHM EN T Their 70% Threshold is an Insiders Veto – We are Challenging It The Board raised the vote threshold to add additional directors from 50% to 70%, while ~22.5% of shares are held by insiders. O WN ERSHIP CO MP OS ITION ( AP PRO X.) TH E MA TH O
Slide 26: A Credible, Independent Process and the Slate to Run It
S EC TIO N 0 5 · OU R P L AN A Credible, Independent Process and the Slate to Run It A dual-track strategic review tested side by side, overseen by seven highly qualified directors with the expertise that the incumbent Board lacks SE CT I ON 5 O F 6
Slide 27: The Nominees for the Special Meeting
The Nominees for the Special Meeting Founder Independent NOMINEES · F OR S H AR E H O LD E R -CA LLE D S P EC I AL ME E TI NG John T. Jimenez [ P HO TO ] [ P HO TO ] [ P HO TO ] David A. Daglio Jr. Charles M. Elson John T. Jimenez Janet Yang Toby Neugebauer M& A AND I NSTI T UTI ONA L C ORP ORAT E G
Slide 28: Engagement Already Underway — 75 Days to a Firm Decision
OU R PLAN • BU Y ER EN G AG EM EN T ROADM AP Engagement Already Underway — 75 Days to a Firm Decision P R E - P R O X Y • I P O + U N D E R W R I T I N G S 8 W E E K S P R E - V O T E ~ 4 W E E K S P O S T - V O T E IPO • OCT 2025 MAY 5, 2026 JUNE 30 • TARGET VOTE AUGUST 1 • SIGN Pre-Existing Engage
Slide 29: Misconceptions and Alignment
S EC TIO N 0 6 · THE R EBU TTAL Misconceptions and Alignment Responses to the Board's status-quo plan, the myths in circulation, and why shareholders — not directors — should decide SE CT I ON 6 O F 6
Slide 30: Company Claims vs. Facts
TH E RE BU TT AL • SET TI NG T HE RE CORD STR AIGH T Company Claims vs. Facts False characterizations of Mr. Neugebauer and Fermi’s trajectory and the facts behind them. C O M PA N Y C LA I M FAC T Fermi’s stock decline during Mr. Neugebauer’s tenure reflects his failed Management did not receive on
Slide 31: Company Claims vs. Facts
TH E REB UT TAL • SE TT IN G THE R ECORD ST RAIG HT Company Claims vs. Facts False characterizations of Mr. Neugebauer and Fermi’s trajectory and the facts behind them. C O M PA N Y C LA I M FAC T 06 Strengthened team — new Interim CFO, CEO search underway. The Company has appointed restructuring-fo
Slide 32: Shareholders Should Decide the Future of Fermi.
Shareholders Should Decide the Future of Fermi. Ȅ Ǥ Mr. Neugebauer does not intend to return to management. His focus — and the Nominees' focus — is ensuring that Fermi's value is maximized for all shareholders. A
Slide 33: Certain Information Concerning the Participants
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS The Fermi Founder Parties, together with the other Participants, intend to file a definitive proxy statement on Schedule 14A, accompanying GREEN agent designations card, and other relevant documents with the SEC in connection with the solicitation of p