Slide 1: 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 2: Securing Maximum Value for Fermi Shareholders
J U N E 3 0 , 2 0 2 6 Securing Maximum Value for Fermi Shareholders A Case for running an Independent Strategic Alternatives Process for Project Matador P R E S E N T E D B Y Toby R. Neugebauer Vicksburg Investments Management LLC Melissa A. Neugebauer 2020 Trust VOTE
Slide 3: KEY CONCEPT: Contracts are either an Asset or Liability of the Company
KEY CONCEPT: Contracts are either an Asset or Liability of the Company Exponentially true for the huge complex contracts that Fermi has and must enter into Exponentially true when you consider Fermi’s Balance Sheet relative to the size of the contracts it must enter into For example, an EPC contract
Slide 4: KEY CONCEPT: Contracts are either an Asset or Liability of the Company
KEY CONCEPT: Contracts are either an Asset or Liability of the Company The dozens of other contracts that effect execution are either an asset or liability The people stewarding these contracts are assets or liabilities A contract with a tenant — an exponential asymmetrical asset or liability Fermi
Slide 5: KEY CONCEPT: Competitive tension could create substantially greater value for shareholders
KEY CONCEPT: Competitive tension could create substantially greater value for shareholders
Slide 6: Executive Summary
S E C T I O N 0 1 · S U M M A R Y Executive Summary Why we are calling for a special shareholder meeting to elect a new Board majority S E C T I O N 1 O F 6
Slide 7: Fermi Must Explore Every Option - and Shareholders Must Decide
EX ECUTIVE SUM M AR Y 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 Boa
Slide 8: Why We Called A Shareholder Vote
EX ECUTIVE SUM M AR Y 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 WHY WE DID THIS WHAT THIS IS NOT Five reasons we are calling on shareholders to elect a new Board Anticipating — and rejec
Slide 9: Project Matador - What Has Been Built in 15 Months
EX ECUTION & PR OGR ESS 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 10: Our Thesis for A Strategic Go-To-Market
S E C T I O N 0 3 · T H E T H E S I S 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 S E C T I O N 2 O F 6
Slide 11: What the Ideal Best Buyer Will Bring – The Three C's
OUR THESIS 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 dil
Slide 12: Six Buyer Categories Orbiting Project Matador
OUR THESIS 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 & po
Slide 13: Three Buyer Types – Illustrative Economics
OUR THESIS · UN IT ECON 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 int
Slide 14: The Value Uplift Justifies a Premium Price
OUR THESIS 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 a
Slide 15: Shareholders Want to Sell to the Buyers Who Pay the Most
OUR THESIS - THE BEST OWNER PRINCIPLE 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 ACQUIER CURRENT MARKET BUYER The Bottlenecked Strategic The Publ
Slide 16: Shareholders Should Decide the Future of Fermi
Shareholders Should Decide the Future of Fermi. This is about achieving maximum value for shareholders — and the shareholder democracy required to do it. 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
Slide 17: Their 70% Threshold is an Insiders Veto – We are Challenging It
B ACKGR OUN D TO PR OX Y • STR UCTUR AL EN TR EN CHM E N 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. OWNERSHIP COMPOSITION (APPROX.) THE MATH OF THE 70%
Slide 18: 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