Solaris Energy Infrastructure (SEI) Proxy Filing summary

Executive summary

• A special meeting is called to approve the acquisition of Mobile Energy Rentals LLC by issuing $60M in cash and 16,464,778 Solaris LLC units and Class B shares, with a portion subject to indemnity holdback.

• Post-transaction, existing shareholders will own ~73% and contributors ~27% of the combined company.

• The board unanimously recommends voting in favor of all proposals, including the stock issuance, charter amendment, LTIP amendment, and adjournment.

Voting matters and shareholder proposals

• Proposals include: (1) Stock Issuance for the acquisition, (2) Charter Amendment to change the company name, (3) LTIP Amendment to increase shares under the incentive plan, and (4) Adjournment if more time is needed for votes.

• Approval thresholds: majority for stock issuance, 66 2/3% for charter amendment, majority for LTIP and adjournment.

• None of the proposals are contingent on the others.

Board of directors and corporate governance

• No changes to the board are planned as a result of the transaction.

• The board has reviewed the transaction, received a fairness opinion, and recommends approval.