DoubleVerify Holdings, Inc. EGM 2026

Good morning. On behalf of the Board of Directors, I would like to welcome you to a special meeting of the stockholders of DoubleVerify. I am Davis Noell, Chair of the Board of Directors. We are very pleased to have each of you joining us this morning. We are hosting this special meeting virtually to allow stockholders to participate from any location around the world. It is now shortly after 10:00 A.M. Eastern Time on October 29, 2026. In accordance with the notice of special meeting and the bylaws of the company, I officially call to order this special meeting and ask that Andy Grimmig, our Secretary, record the minutes for this special meeting. With that, I would like to introduce Mark Zagorski, our Chief Executive Officer, to make introductions.

Thanks, Davis. In addition to the members of the Board of Directors who are present virtually here today, we have in attendance Nicola Allais, our CFO, and Andy Grimmig, our Chief Legal Officer and Secretary of this meeting. Representatives of Paul Hastings LLP, our outside legal counsel, are also present today. A representative of Broadridge Financial Solutions Incorporated has been appointed to act as the inspector of elections for this special meeting and is also in attendance. This special meeting consists of four parts. The first part will be the formal aspect of this special meeting to present, as outlined in the proxy statement, proposals to adopt the Merger Agreement Proposal, to adopt executive compensation on an advisory and non-binding basis, and to approve the adjournment of this special meeting to a later date if necessary or appropriate.

The second part will open the polls for voting and to answer questions pertaining to the proposals to be voted on. The third part will consist of a report on the outcome of the voting presented by the inspector of elections. Thereafter, this special meeting will adjourn. Andy will now review some preliminary matters for this meeting.

Thanks, Mark. The meeting agenda, rules of conduct, and other relevant information in effect for today's meeting are available on our virtual shareholder meeting web portal. This special meeting is being conducted in conformity with the laws of the State of Delaware and the company's articles of incorporation and bylaws. As a reminder, during today's meeting, we may make forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are based upon management's current expectations and are subject to risks, uncertainties, and changes in circumstances. Numerous factors could cause our actual results and conditions to differ materially from those described in any forward-looking statements. Please see our 10-K for fiscal 2025 and the definitive proxy statement for this special meeting for a description of the risks and uncertainties associated with our business.

I have received an affidavit of mailing certifying that the notice of special meeting and the accompanying proxy statement described today's meeting have been duly sent or given on or about September 29, 2026, to our stockholders as of the record date for this special meeting, which was September 28, 2026. A copy of the affidavit of mailing is available at this meeting if any stockholder wishes to review such affidavit and will be included in the records of the company with the minutes of this special meeting. The inspector of elections, a Broadridge representative, is in attendance and has taken the oath of office to faithfully, honestly, and to the best of his or her abilities, with strict impartiality, execute and perform the duties of inspector of elections at this special meeting.

The inspector of elections' function is to, among other things, decide upon the qualification of voters, accept their votes, and when balloting on all matters is completed, to tally the final vote. The oath of the inspector of elections will be filed with the minutes of this special meeting. Only those stockholders who have held shares of common stock of the company as of the close of business on the record date are entitled to vote at this special meeting. As Secretary, I have made and certified a complete list of such stockholders as of the record date, which list, in accordance with the company's bylaws, is available for examination for the entire duration of this special meeting by clicking the link available on the website for this meeting. As Secretary, I will file a copy of this list of stockholders with the records of the company.

We must now determine whether the shares represented virtually or by proxy at this special meeting are sufficient to constitute a quorum for the purpose of transacting business. Under the company's certificate of incorporation and bylaws, the holders of a majority of total voting power of issued and outstanding shares of the company's common stock entitled to vote at a meeting of the stockholders, present virtually or represented by proxy, shall constitute a quorum at this special meeting.

Based on the inspector of elections' tabulation of the proxy cards received prior to this special meeting, and not including additional proxy cards and ballots that may be submitted at this meeting, at least 78,091,219 shares of common stock of the company, which constitutes the majority of the issued and outstanding shares of the company's common stock entitled to vote at this special meeting, are represented in person or by proxy at this meeting. As a result, a quorum is present. Therefore, I declare this special meeting to be duly convened, and I will move on to the formal business properly before this meeting. We will now consider each proposal in the same order in which it appears in the notice of special meeting. If you have submitted a proxy or have previously cast your vote, your vote will be counted automatically without further action on your part.

If you wish to vote your shares now for the first time, wish to change your vote previously cast, or wish to revoke your proxy and cast a new vote, you may do so by voting at this special meeting once the polls are open. If your shares are held in the name of your broker, bank, or other nominee, and you hold a legal proxy from that bank, broker, or other nominee, you may present that legal proxy and vote when the polls are open. In order to vote your shares electronically during this special meeting, you will need your control number included on your proxy card or on the instructions that accompanied your proxy materials. We will not accept ballots, proxies, revocations, or changes after the closing of the polls.

Mr. Secretary, I now ask that you please present a description of each of the three proposals properly brought before this special meeting. Voting will commence after all proposals have been presented.

Mr. Secretary, I now ask that you please present a description of each of the three proposals properly brought before this special meeting. Voting will commence after all proposals have been presented. Stockholders present at this special meeting will have an opportunity to ask questions regarding the proposals before the polls open.

The first proposal is to approve the following resolution. Resolved to adopt the agreement and plan of merger dated August 6, 2026, by and among DoubleVerify, Neptune BidCo US Inc., a Delaware corporation, and Wallace Merger Sub Inc., a Delaware corporation. We refer to the foregoing agreement as the Merger Agreement and the foregoing proposal as the Merger Agreement Proposal. The board of directors unanimously recommends a vote for the Merger Agreement Proposal. The second proposal is to approve the following resolution. Resolved to approve on a non-binding advisory basis the compensation that may be paid or become payable to DoubleVerify's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated thereby. We refer to the foregoing proposal as the Compensation Proposal. The board of directors unanimously recommends a vote for the Compensation Proposal.

The third proposal is to approve the following resolution. Resolved to adjourn this special meeting to a later date or time if necessary or appropriate, including to ensure that any necessary supplement or amendment to the accompanying proxy statement is provided to company stockholders a reasonable amount of time in advance of the special meeting or to solicit additional proxies to approve the Merger Agreement Proposal if there are insufficient votes to approve such proposal at the time of the special meeting. We refer to the foregoing proposal as the adjournment proposal. The board of directors unanimously recommends a vote for the adjournment proposal. The first proposal to be voted on by the stockholders is the Merger Agreement Proposal. If you have any questions pertaining to the Merger Agreement Proposal, please submit them now through the field provided in the web form.

There being no questions, we will now proceed to vote. The second proposal is the advisory vote on the compensation of our named executive officers. If you have any questions pertaining to this vote, please submit them now through the field provided in the web form. There being no questions, we will proceed to vote. The third proposal to be considered by the stockholders is the approval of the adjournment of the special meeting to a later date or time. If you have any questions pertaining to this proposal, please submit them now through the field provided in the web portal. The inspector of elections has confirmed to me that there are sufficient votes at this special meeting to approve the Merger Agreement Proposal and the compensation proposal, and the adjournment proposal is therefore moot.