HA Sustainable Infrastructure Capital (HASI) Proxy Filing summary

Executive summary

• Supplemental proxy materials address Proposal 4 for reincorporation from Maryland to Delaware, to be voted on at the June 6, 2024 annual meeting.

• The reincorporation includes adopting a new Delaware certificate of incorporation with updated tax benefit preservation provisions.

• Stockholders are urged to vote in favor of the reincorporation proposal, with instructions on how to change votes if already submitted.

• Abstentions and broker non-votes will count as votes against the reincorporation proposal.

Voting matters and shareholder proposals

• Proposal 4 seeks approval to convert the company to a Delaware corporation under the new name “HA Sustainable Infrastructure Capital, Inc.”

• The Delaware certificate of incorporation will include a provision for tax benefit preservation that expires on the third anniversary of filing, unless terminated earlier.

• The proposal was updated in response to feedback from Institutional Shareholder Services (ISS).

Board of directors and corporate governance

• The board will have authority to fix the number of directors and fill vacancies, with directors removable by a two-thirds shareholder vote.

• Preferred stockholders may have rights to elect additional directors during certain periods.

• The initial board of directors is named, with ten individuals listed to serve until the first annual meeting post-reincorporation.