LiveRamp Holdings, Inc. Common Stock AGM 2026

Good morning and welcome to LiveRamp's special meeting of stockholders being held in lieu of LiveRamp's annual meeting and conducted virtually via the Internet. I am Clark M. Kokich, Chairman of the Board, and I will be presiding over the meeting. I would like to welcome LiveRamp's stockholders, directors, officers, and employees who are attending the meeting today. Copies of the definitive proxy statement, the notice of special meeting of stockholders, and the rules of conduct are available for examination through the virtual meeting website. Towards the end of the meeting, we will have a question and answer session. Representatives of our independent auditor, KPMG, are also on the call and will be available to address any questions you may have. Stockholders who logged in with a 16-digit control number can submit written questions through the Q&A virtual meeting website at any time.

This special meeting was called by our Board of Directors at the close of business on June 18, 2026, with fixed as the record date for the holders of our common stock entitled to receive notice of and to vote at the meeting. I now call the meeting to order in accordance with the notice of the special meeting of stockholders and ask Jerry C. Jones, our Corporate Secretary, to record the minutes. We will address the business of this meeting in accordance with the agenda set out in the definitive proxy statement. Additionally, please note that, as described in LiveRamp's proxy materials, the holders of proxies solicited by the board of directors for this meeting are Jerry C. Jones and Lauren R. Dillard. First, we will conduct the official business of today's meeting of stockholders. Then we will adjourn the meeting and take stockholder questions.

Our Inspector of Election is Kathy Blackwell, a representative of Broadridge Shareholder Services. I will ask Kathy to report on the quorum. Kathy has taken and subscribed the customary oath of office to execute her duties with strict impartiality. We will file this oath with the records of the meeting. As of the close of business on June 18, 2026, the record date for this meeting, there were 60,786,315 shares of common stock of LiveRamp entitled to notice of and to vote at today's special meeting of stockholders. A majority of the shares represented in person or by proxy is needed for a quorum. Therefore, Kathy, would you please tell us the total number of shares of common stock represented virtually or by proxy?

Mr. Chairman, there are present virtually or by proxy holders of at least 56,056,697 shares, or 92.23% of the shares outstanding on the record date.

Thank you, Kathy. We have a majority of the shares of common stock entitled to vote at this special meeting present virtually or by proxy. Thus, a quorum is present. Since a quorum is present, I declare the meeting open for business. Please observe the agenda and rules of conduct for the meeting, which are available through the virtual meeting website. The corporate secretary will now certify that all voting shareholders were notified of the meeting today.

Mr. Chairman, we have an affidavit from Broadridge Financial Solutions that a written notice of this special meeting of stockholders as well as LiveRamp's 2026 annual report and definitive proxy statement were distributed on or about July 8, 2026, to all stockholders entitled to vote.

Thanks, Jerry. We will now turn to the business of today's meeting. The time is 11:33 A.M. local time, and the voting polls are open on each of the proposals to be presented at the meeting. Please note that we will close the polls momentarily, so if you have not voted, please take the opportunity now to submit your vote online. You will need to have your proxy control number handy. Stockholders who have previously voted and do not wish to change their vote are not required to take further action.

The first proposal to be voted upon is the proposal to adopt the agreement and plan of merger dated as of May 16, 2026, as it may be amended or supplemented from time to time, which I will refer to as the Merger Agreement, by and among LiveRamp, MMS USA Holdings, Inc., which I will refer to as Parent, Covey Merger Sub, Inc., a wholly owned direct subsidiary of Parent, which I will refer to as Merger Sub, and solely for the purpose of Section 10.14 of the Merger Agreement, Publicis Groupe SA, which I will refer to as Publicis, pursuant to which the Merger Sub will be merged with and into LiveRamp, with LiveRamp surviving the merger as a wholly owned direct subsidiary of Parent. We refer to this proposal as the Merger Proposal.

The next proposal is a proposal to approve one or more adjournments to this meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal. We refer to this proposal as the Adjournment Proposal. The next proposal is a proposal to elect three directors. Standing for re-election this year are Timothy Cadogan, Vivian Chow, and Scott Howe. We refer to this proposal as the Director Election Proposal. The next proposal is a proposal to approve an increase in the number of shares available for issuance under the company's 2005 Equity Compensation Plan. We refer to this proposal as the Share Increase Proposal. The next proposal is a proposal to approve, on an advisory, non-binding basis, the compensation for our named executive officers. We refer to this proposal as the Say on Pay Proposal.

The next proposal is a proposal to ratify the selection of KPMG LLP as LiveRamp's independent registered public accountant for fiscal year 2027. We refer to this proposal as the auditor ratification proposal. The last proposal is a proposal to approve on an advisory non-binding basis the compensation that may be paid or become payable to LiveRamp's named executive officer that is based on or otherwise relates to the merger. We refer to this proposal as the merger compensation proposal. The board recommends a vote for the merger proposal, the adjournment proposal, each director nominee pursuant to the Director Election Proposal, the Share Increase Proposal, the Say on Pay Proposal, the auditor ratification proposal, and the merger compensation proposal. We will pause briefly at this point so stockholders voting online may do so. We now appear ready to close the polls.

If there is anyone who wishes to vote who has not already done so, we ask that you please do so now. We will allow one more minute, then we will close the polls. It is now 11:38 A.M., and all stockholders of record have had an opportunity to vote, and I declare the polls are closed. The votes have been counted, and the Inspector of Election has rendered her preliminary report. I request that the Inspector of Election tally any additional votes submitted during the meeting today to include in her final report on the voting results. Let's proceed with announcing the preliminary voting results for each of the agenda items listed in the definitive proxy statement. Please note, these results are preliminary.

Final voting results will be provided in a current report on Form 8-K that LiveRamp will file with the SEC within four business days of today's meeting. The first item on the agenda is the merger proposal. Kathy, please report on the vote.

A preliminary count of the ballots cast indicates that the Merger Proposal received the affirmative vote of over 77% of the shares of LiveRamp common stock issued and outstanding and entitled to vote at this meeting.

Thank you. The Merger Proposal is approved. Because of the passage of the Merger Proposal, there is no need to adjourn the meeting to solicit additional proxies. Therefore, I will not present the preliminary results of the Adjournment Proposal. The next item on the agenda is the Director Election Proposal. Kathy, please report on the vote.