C3.ai, Inc. AGM 2026

Hello, and welcome to the 2026 annual meeting of stockholders for C3.ai. I am Tom MacMitchell, C3.ai's General Counsel. We are pleased to be conducting today's meeting as an audio webcast and are happy you can join us. Please note that this meeting may be recorded by the company. The meeting will now come to order. I will begin with a few introductions. I am joined today by Thomas M. Siebel, C3.ai's Chief Executive Officer and Chairman of the Board and chair of today's meeting. I am also joined by Hitesh Lath, our Chief Financial Officer, and Amit Berry, Vice President of Finance and Investor Relations. In addition, I would like to welcome the members of our board of directors who are attending this meeting. We also have with us representatives from Deloitte & Touche, our independent registered public accounting firm, as well as legal counsel from Cooley. Finally, Francis H. Byrd from the Carideo Group is participating on this webcast and will act as the Inspector of Elections for today's meeting.

He has signed an oath of office, which will be filed with the minutes of this meeting. I will now review the meeting procedures and formalities, as well as the proposals to be considered by stockholders. This meeting is being held in accordance with C3.ai's amended and restated bylaws and Delaware law. A copy of the rules of conduct that govern today's meeting can be found in the meeting materials section of the web portal for today's virtual meeting. We ask that you abide by these rules in order to facilitate an orderly meeting.

I have at this meeting an affidavit certifying that on or about September 14, 2026, a notice of annual meeting of stockholders was deposited in the U.S. mail to all stockholders of record at the close of business on September 4, 2026. Today, we will address the matters described in the proxy statement dated August 27, 2026. We will open the polls, and each proposal to be voted on will be presented in the order set forth in the company's proxy statement. No other matters have been properly brought for consideration at today's meeting. If you have not already voted and wish to vote during today's meeting, you may vote at any time while the polls remain open.

If you have already submitted your vote by proxy and you do not wish to change your vote, you do not need to vote now, and your shares will be voted as previously instructed. If you intend to vote and have not already done so, you must submit your vote online for it to be counted. The polls will close immediately following any Q&A session. After the proposals have been presented, we will take appropriate questions, if any, from stockholders in accordance with the rules of conduct. Any stockholder entitled to vote at the meeting and logged into the web portal may ask a question at any time by entering it into the appropriate section of the web portal. Once the Q&A session has ended, the polls will be closed and the votes tabulated and preliminary voting results announced.

I have been informed by Mr. Byrd that a majority of the voting power of the outstanding shares of the company's capital stock entitled to vote at today's meeting is present either virtually or by proxy. As this constitutes a quorum, today's meeting is duly convened and open for business. We will now proceed with the formal business of the meeting. It is shortly after 10:00 A.M. Pacific Time, and at the direction of the meeting's chair, the polls are open for stockholders desiring to vote today. As a reminder, if you have already sent in your proxy or voted via the telephone or internet and do not wish to change your vote, no further action is needed. There are four proposals to be considered by the stockholders at this meeting, each of which is more fully described in the company's proxy statement.

The first proposal is the election of three Class III directors, each to hold office until the 2029 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation, or removal. The Class III director nominees are John C. Dwyer, Michael G. McCaffery, and Stephen M. Ward, Jr. The board of directors recommends that you vote for the election of each of these Class III directors. The second proposal is a non-binding advisory vote on the compensation of the company's named executive officers as disclosed in the company's proxy statement. The board of directors recommends that you vote on an advisory basis for the approval of the compensation of our named executive officers. The third proposal is the ratification of the appointment of Deloitte & Touche as the company's independent registered public accounting firm for the fiscal year ended April 30, 2027.

The board of directors recommends that you vote for the ratification of the appointment of Deloitte & Touche. The fourth proposal is the approval of the amendment and restatement of the company's 2020 Equity Incentive Plan. The board of directors recommends that you vote for the amendment and restatement of the company's 2020 Equity Incentive Plan. No other proposals have been presented for consideration at today's meeting. We will now review if any questions have been submitted. At this time, we remind you that we will only answer questions that comply with the rules of conduct. At this time, we don't have any questions directly related to the proposals. At the direction of the meeting's chair, the polls are now closed for voting. No additional ballots, proxies, or votes, or changes thereto will be accepted.

Based on the preliminary voting results as reported by the Inspector of Elections, the stockholders have, number one, elected each of the Class III director nominees to hold office until the 2029 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation, or removal. Number two, approved on an advisory basis the compensation of the company's named executive officers. Number three, ratified the appointment of Deloitte & Touche as the company's independent registered public accounting firm for the fiscal year ended April 30, 2027. Number four, approved the amendment and restatement of the company's 2020 Equity Incentive Plan. We expect to disclose the final voting results on a current report on Form 8-K to be filed with the SEC within four business days after this meeting. This concludes our planned agenda for today.

As there is no other formal business before us, this annual meeting is adjourned. We thank you again for your attendance and your continued support of C3.ai.