Alliance Entertainment Holding Corporation (AENT) Earnings Call Transcript & Summary

Good afternoon. For those of you on the East Coast, welcome to Alliance Entertainment Holding Corporation's Virtual Annual Meeting of Stockholders being held to consider and vote upon the election of 2 Class II Directors. I now call the meeting to order. I would first like to take -- make a few introductions. My name is Bruce Ogilvie, and I am the Executive Chairman of the Board of Directors of Alliance Entertainment Holding Corporation, and I will act as Chairman of this meeting. Mr. Tony Timpano at my request will be acting as the Secretary of today's meeting. Representing Continental Stock Transfer & Trust Company, which has been appointed to act as Inspector of Election for this meeting is Erika Young. Before we get started, there are a few procedural matters I would like to go through. Each of you should have an agenda for the meeting and the rules of conduct and procedures for this virtual annual meeting. Mr. Secretary, would you please provide us with a report regarding the calling of the meeting and whether a quorum is present to transact business.

On or about September 25, 2025, Notice of the Annual Meeting was mailed to stockholders of record as of the record date. On September 25, 2025, the proxy statement, including the notice was filed with the SEC, and starting on or about September 25, 2025, the notice was mailed to stockholders of record as of the record date. As required by Delaware Law and Alliance's bylaws, notice specified the place, date and time of the meeting and the purpose for which the meeting is called. Accordingly, this meeting has been duly called. A complete alphabetical list of the stockholders of record entitled to notice of this stockholders' meeting arranged by voting group and sharing their respective addresses in the number and class of shares held by each is available for inspection at Alliance's office. As previously mentioned, Continental Stock Transfer & Trust Company has been appointed to act as Inspector of Election for the meeting. Just before the meeting was convened, Ms. Young took and signed an oath to faithfully execute the duties of inspector with strict impartiality and according to the best of her abilities. Ms. Young has also provided a certificate as the number of shares of Alliance common stock present in-person via the webcast or represented by proxy at the meeting. That certificate, the oath of the Inspector of Election, the notice of special meeting of stockholders and the proxy statement are available at this meeting and will be filed with the minutes of the meeting. Our next order of business at this meeting is to determine whether the shares represented at the meeting, either in-person, virtually or by proxy, are sufficient to constitute a quorum for the purpose of transacting business. As of the record date, there were 50,957,370 shares of Alliance's Class A common stock and 60 million shares of Alliance's Class C common stock entitled to vote. Holders of Class C common stock have the right to vote such shares of Class A common stock provided during the escrow period, they have contractually agreed to vote their shares of Class C common stock in the same manner and proportion of the Class A common stock votes. Each share of common stock is entitled to 1 vote on each matter to come before the meeting. We have here the Inspector of Election certificate sitting at the holders of 107,310,041 shares of the outstanding come stock are present in-person via the webcast or represented by proxies, representing 96.71% of the outstanding shares as of the record date in constituting the quorum necessary to conduct business at this meeting. Proper notice having been given and a quorum being present, I declare this meeting to be duly convened as of 1:15 p.m. Eastern Time for purposes of transacting such business as may properly come before it. With the Secretary's report and declaration of quorum concluded, I now hand the meeting back to the Chairman.

Thank you, Mr. Secretary. The next order of business is the presentation of the matters to be voted on at today's meeting. The proposal that will be put before the meeting today is the Director election proposal. A more detailed description of the proposal was provided in the proxy statements sent out to our stockholders in connection with today's meeting. Let's proceed to the voting. The polls are now open for voting on all proposals. The time now is 1:20 p.m. Eastern Time. All holders of common stock at the close of business on September 10, 2025, may vote virtually or by proxy. Those of you who have already voted by telephone on the Internet or by returning your proxy card, do not need to do anything more unless you wish to change your vote, in which case you may do so by completing an online ballot. Anyone who has not voted by proxy and wishes to vote in-person via the live webcast may likewise do so now. Is there anyone who wants to vote in-person? If you have requested a ballot, please mark and sign it now. When the ballot has been marked and signed, please follow the instructions for submitting the ballot. Once all the ballots are submitted, the Inspector of Election will attempt to validate them using the certified list record-date stockholders. Are there any further ballots? We now have all of the ballots. And since all those desiring to vote by ballot have done so, I hereby declare the polls closed as of 1:21 p.m. Eastern Standard Time. The ballots and proxies will be held in the possession of the Inspector of Election. The Inspector of Election will tabulate the votes. Based upon the proxies received prior to the beginning of today's meeting and preliminary report from the Inspector of Election, I am pleased to report the following: With respect to the Director election proposal, a polarity of total number of votes present and voting in-person or by proxy at the special meeting have been voted for the Director election proposal. Based on this information, I hereby declare the Director election proposal has been approved by the stockholders of Alliance. With the voting concluded, there is no further business to be conducted at today's meeting, and the meeting is hereby adjourned. Thank you for attending today's meeting. We are grateful for your interest and support.