Conduent Incorporated ($CNDT)

Hello, and welcome to the Annual Meeting of Shareholders of Conduent Incorporated. Please note that today's meeting is being recorded. Please note that this presentation may contain forward-looking statements as such term is defined in the Private Securities Litigation Reform Act of 1995. Please see important disclosures related to forward-looking statements on the meeting website by clicking on the Forward-Looking Statements icon in the Documents tab. During the meeting, we'll have a question-and-answer session, you can submit questions or comments and at anytime by Message icon. It is now my pleasure to turn today's meeting over to Ms. Paláu-Hernández, Chair of the Board. Ms. Paláu-Hernández, the floor is yours.

Thank you, Amanda. Welcome to Conduent's Annual Meeting of Shareholders. I am Margarita Paláu-Hernández, the Chair of the Board, and I will chair today's meeting. I want to thank everyone for joining our annual meeting. And on behalf of the Board, we hope that you're all doing well. Conduent has come a long way, and we, as a Board, are proud of the progress and look forward to the path ahead as 48,000 Conduent associates work hard every day on behalf of our clients. Thank you again for joining us today. I'd now like to introduce the other members of the Board of Directors and nominees. Harsha V. Agadi, Conduent's President and Chief Executive Officer; Michael Fucci, Chair of our Corporate Governance Committee and a member of our Audit and Compensation Committee; Kathy Higgins Victor, Chair of our Compensation Committee and a member of our Risk Oversight Committee; Scott Letier, Chair of our Audit Committee and a member of our Corporate Governance and Risk Oversight Committee; and Greta Van, Chair of our Risk Oversight Committee and a member of our Audit Committee. I'd also like to take a moment to thank Kathy Higgins Victor for her years of dedicated service to our Board and to Conduent as a whole. Ms. Higgins Victor is not standing for election at this year's annual meeting, and we wish her the best of luck in her future endeavors. Also participating from PricewaterhouseCoopers, the company's independent auditor; Mary Davis, the lead PwC engagement partner. In addition, several members of the company's management team are with us today, including our President, Chief Executive Officer and Board member, Harsha Agadi, who I just introduced; Giles Goodburn, our Chief Financial Officer; and Michael Krawitz, our General Counsel and Secretary. Finally, please note that we are recording today's meeting so that shareholders who cannot attend the meeting can listen to a replay and also to make sure we have an accurate record of the meeting. Before we turn to the business of the meeting, I'd like to ask Harsha to say a few words. Harsha?

Thank you, Ms. Paláu-Hernández, and thank you, everyone, for joining today. Our company is off to a great start in 2026. And while we are less than 120 days into my tenure as CEO, we are progressing towards our goal of positive free cash flow in 2027 and accelerating revenue. In the first quarter, under my leadership, we generated EBITDA margins of 6.8%, exceeding Street expectations and had a year-over-year improvement in operating cash flow of over $50 million. During the quarter, we also restructured my senior leadership team. The goal of these changes are to increase the pace of decision-making and improve accountability. In addition to the leadership changes in the quarter, we embarked on a cost initiative that we believe will take at least $100 million out of our cost structure, not only driven by headcount reductions, but also structural changes in how we deploy technology and how we run the business. These will be sustainable changes that we will improve our cost structure and also should improve our competitive positioning over the coming years. We continue to invest in technology, in AI and other productivity-enhancing solutions. But one shift you may hear from me is that we don't always need to build our own technology that we deploy. We look for partners where it is prudent to drive improvements and deploy solutions as quickly as we can. We are seeing positive sales momentum and pipeline strength with new and existing clients in both the commercial and public sector space, driven by our focus on our client success, operational excellence and new go-to-market. We are confident that we have the right strategy and are executing to achieve top line growth, EBITDA north of 8% and positive free cash flow. We know that our clients, associates and you, our shareholders, are counting on us, and we're right on track. Thanks for being part of this journey with us. Finally, I'd like to also extend my sincere thanks to departing Director, Kathy Higgins Victor, for her contributions, insights and dedication to the company. We wish her well in the future. And now I'll turn it back over to Ms. Paláu-Hernández.

Thank you, Harsha. Let's turn to the items being considered by shareholders. Michael Krawitz will help us with this section of the meeting. Michael?

Good morning, Maggie, and welcome, everyone. Greg Veliotis of Computershare has been appointed to act as Inspector of Election at this meeting. Greg has subscribed the oath of office and has submitted the following report. There were outstanding on March 23, 2026, the record date for the meeting, 155,096,814 shares of common stock. The holders of approximately 127.8 million shares are present at the meeting or by proxy or approximately 82.4% of the outstanding shares of common stock. Accordingly, a quorum is present.

Since we have a quorum present, I now declare that the meeting is legally convened. We will now conduct the formal business of the meeting. Michael, please discuss the procedures for transacting the business of the meeting.

The agenda and guidelines have been posted on the website for the meeting, and the meeting will take place as described in that agenda. Shareholders will have the opportunity to ask questions about any resolution that is before the meeting for consideration. If you wish to do so, please click on the message icon on your screen to submit your question or comment. Please keep your questions or statements brief and limited to the specific item up for discussion. At the relevant time, I will read the questions submitted that pertain to the specific proposal being presented as we go through the formal business noted on the agenda. We will take as many questions for each item as we reasonably can. We'll also have a general Q&A period after our formal business has been conducted so we can address any questions not related to a matter on which you are voting. Please note, our annual meeting guidelines set forth requirements related to the meeting. For those shareholders who wish to vote online during the meeting, there is a vote icon available on the screen that is available to shareholders who properly registered and provided a control number. Shareholders may vote until the polls close, which will occur shortly after the final agenda item, which is the advisory vote on 2025 compensation. If you have voted your shares prior to the start of the meeting, your vote has been received by the company's inspector of elections, and there is no need to vote those shares during the meeting, unless you wish to revoke or change your vote.

Thank you, Michael. I will now ask you to present the matters to be voted on during this meeting.

First, to the election of directors and on behalf of the Board of Directors, I nominate the following persons named in the proxy statement for election as directors, to hold office for a term of 1 year until their successors have been elected and qualified. Harsha V. Agadi, Michael Fucci, Scott Letier, Margarita Paláu-Hernández and Greta Van.

Are there any comments or questions on this proposal?

There are no questions.

Since there are no questions, we will proceed.

Second item for voting is the ratification of independent auditors, and I move for the adoption of the following resolution; resolved, that the selection of PricewaterhouseCoopers to act as the company's independent registered public accounting firm for the year 2026 be and hereby is ratified.

Are there any comments or questions?

There are no questions.

Since there are no questions, we will proceed.

The third item for voting is the proposal regarding approval on an advisory basis of the 2025 compensation of our named executive officers. I move for the adoption of the following nonbinding advisory resolution; resolved, that the compensation paid to the company's executive officers as disclosed in the company's proxy statement for the 2026 Annual Meeting of Shareholders pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, compensation tables and narrative discussion is hereby approved.

Are there any questions or comments?

There are no questions.

Since there are no questions, the discussion of the proposals and resolutions is now concluded. Ladies and gentlemen, the polls will close shortly. If there is any shareholder who would like to vote before the polls close, please do so now by clicking on the Vote button on the screen so that we can make sure your vote is counted. As was said earlier, if you voted your shares prior to the start of the meeting, there is no need to vote those shares again during the meeting unless you wish to revoke or change your vote. Does it appear that all the votes are in, Michael? [Voting]

It does. Yes.

I now declare the vote -- the polls closed. Michael, will you please present the report of the Inspector of Election?

The Inspector of Election has presented a preliminary report to me and has determined that, first, for the election of directors, each of the director nominees received at least 94.8% of the votes cast at this meeting for such directors' election. This satisfies the majority vote requirement for the election of each of these directors. Second, for ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for the year 2026, 99.4% of the votes have been cast for this proposal. And third, for approval on an advisory basis of the 2025 compensation of our named executive officers, 91.5% of the votes have been cast for this proposal.

Thank you, Michael. Having received the report of the Inspector of Election, I declare that all of the directors nominated by the Board have been elected. The selection of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for 2026 has been ratified and that the 2025 compensation of our named executive officers has been approved. This concludes the business of our meeting today. There being no further business to come before the meeting, the formal portion of the meeting is adjourned. Harsha and team would be happy to answer any questions of a more general nature. As a reminder, our annual meeting guidelines list certain topics that we will not address at this Q&A. Michael, are there any more questions that have not been addressed?

No. Thank you. There are no questions.

Thank you, Michael. And again, thank you all for joining today. We hope you stay well. Back to you, Amanda.

This concludes the meeting. You may now disconnect.