Cerence Inc. (CRNC) February 12, 2026 Annual General Meeting Transcript

Good morning. My name is Christy Ann Mattis, and I am the chair of the board of Serence. It is my pleasure to welcome you to Serence's 2026 Annual Meeting of Shareholders. This meeting is being held to consider each of the proposals set out in the notice and proxy statement. Copies of the proxy materials are available on the Serence Virtual Shareholders Meeting web, which is www.virtualshareholdermeeting.com forward slash CRNC2026 under meeting materials for anyone who would like to review. We have enabled the ability for shareholders who have registered for the annual meeting at the Virtual Shareholders Meeting website to submit questions for today's meeting. Questions can be submitted until the proceedings for today are adjourned. Following the end of the formal section of our meeting today, we will respond to questions posed by the shareholders if there are any. Before turning to the formal business of the meeting, I would like to introduce our directors that have stood for re-election and executive officers in attendance this morning. Our other directors attending today are Brian Krasanich, our CEO, Marianne Budnick, Doug Davis, Marianne Harris, and Marcy Klevlin. Arun Sarin and Al Nitzel are not standing for re-election to the board, and I would like to thank them for their long service to Sarans and to the board. Now I would also like to introduce the executive officers attending today's meeting. Brian Krasanich, Chief Executive Officer, Tony Rodriguez, Executive Vice President and Chief Financial Officer, and Jennifer Salinas, Executive Vice President, Chief Administrative Officer, and General Counsel. Today, our auditors, BDO USA PC, are represented by Nicole Kameen. Also here today is Richard Leza, representing the Cardeo Group. Mr. Liza will be acting as the inspector of election for today's meetings. Jennifer Salinas will record the minutes of this meeting. As stated earlier, following the formal portion of the meeting, we will respond to any submitted questions. I will now turn it over to Jennifer Salinas to call the meeting to order and to go over the voting mechanics for today's meeting.

Thank you, Christy. I now call the meeting to order. I have proved my affidavit that the notice of internet availability for this meeting was mailed on or about January 2, 2026 to all shareholders of record at the close of business on December 15, 2025, which is the record date for today's meeting. The inspector of election has advised me that we have present by proxy a sufficient number of shares to constitute a quorum. Therefore, this meeting is duly constituted. I will now turn to the voting mechanics for today's meeting. We will vote by electronic ballot today. If you have previously returned a proxy card or voted electronically or by telephone and do not intend to change your vote, then you do not need to take any action at this meeting. For those of you who did not return a proxy card or vote electronically or by telephone or who have already voted but wish to change your vote, you can do so during this meeting by clicking the Vote Here button link on the CERN's Virtual Shareholders Meeting website, www.virtualshareholdermeeting.com forward slash CRNC2026. After logging in with a 16-digit control number found on the Notice of Internet Availability of Proxy Materials, which is on your proxy card. These electronic ballots will be tabulated after the meeting and will be counted in the final votes from today's meeting. It being 11.04 a.m. Eastern Time on February 12, 2026, the polls are now open, and we are now going to vote on Proposals 1, 2, and 3. Proposal 1 is the election of six directors. The nominees are Kristianne Mattis, Brian Prezanich, Marianne Budnick, Doug Davis, Marianne Harris, and Marcy Cleavorn. All nominees are currently directors. Proposal 2 is a non-binding advisory vote on the compensation of the company's named executive officers as disclosed in the proxy statement. Proposal 3 is the ratification of BDO USA PC as the independent registered public accounting firm for the company for the fiscal year ending September 30, 2026. The Board of Directors has recommended voting for each director nominee and for Proposals 2 and 3. May I have a motion to vote with respect to each of Proposals 1 through 3?

So moved. The motion has been made to vote.

Votes previously submitted by proxy will be voted in accordance with the instructions provided. those of you who have registered and who are voting today please submit your electronic ballots to indicate your votes on proposals one two and three with the conclusion of the voting the polls are now closed at 11.05 a.m eastern time on february 12 2026. at this time i invite richard lisa our inspector of election to report on the preliminary results of the voting thank you

miscellaneous. The preliminary results of the shareholder votes are as follows. For proposal one, the election of directors, approximately 21.9 million shares were voted for the election of Christy Ann Mattis. Approximately 21.1 million shares were voted for the election of Marianne Budnick. Approximately 22 million shares were voted for the election of Doug Davis. Approximately 22.1 million shares were voted for the election of Marianne Harris. Approximately 22.1 million shares were voted for the election of Marcy Clevorn, and approximately 22.1 million shares were voted for the election of Brian Kurzanich. For Proposal 2, the non-binding advisory vote on the compensation of the company's named executive officers, as disclosed in the proxy statement, approximately 16.3 million shares, constituting approximately 73.4% of the shares voting at today's meeting were voted for proposal two. And for proposal three, the ratification of the appointment of BDO USAPC, approximately 32.4 million shares constituting approximately 98.4% of the shares voting at today's meeting were voted for proposal three.

Thank you, Richard. We will now report the results.

Based on the preliminary votes, each of the six nominees for election to our Board of Directors has been re-elected. The non-binding advisory vote on executive compensation received a majority of the votes cast, and BDO USA PC has been ratified as our independent registered public accountant for the year ending September 30, 2026. And we will tally the final vote and report the out them through a Form 8-K filing within four business days of today's meeting.

There being no further business before us today, may I have a motion to adjourn the meeting. I move to adjourn. A motion to adjourn has been made. I declare the meeting adjourned.

And since we have not received any questions, I would simply like to thank everyone for attending our 2026 Annual Meeting of Shareholders.

Thank you, everyone, and have a great day.

The meeting has now concluded. Thank you for joining, and have a pleasant day.