Duolingo, Inc. (DUOL)
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Apr 28, 2026, 12:57 PM EDT - Market open
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AGM 2025

Jun 11, 2025

Luis von Ahn
CEO, Duolingo

Morning. I am Luis von Ahn, Co-founder, Chief Executive Officer, and Chairman of the Board of Directors of Duolingo. I am very happy to welcome you to our 2025 Annual Meeting of Stockholders. On behalf of Duolingo, the members of the board, and the company's management, I want to thank you for joining us today. With me is Steve Chen, the company's General Counsel and Secretary, who will serve as Secretary of the Meeting. Before I call the meeting to order, I'd like to note that we have several other board members in attendance, along with members of the company's senior management, representatives from Latham & Watkins LLP, the company's external legal counsel, and representatives from Deloitte & Touche LLP, the company's independent registered public accounting firm, who are available to respond to relevant questions raised during the meeting. The meeting will now officially come to order.

We will proceed with the formal business of the meeting as set forth in the Notice of Annual Meeting and Proxy Statement. The time is 11:31 A.M. Eastern Time, and the polls are now open for voting on all matters before the meeting. If you have not already voted and wish to vote, the polls will remain open until we finish presenting the proposals and close the polls. You do not need to vote during the meeting if you have already voted and do not wish to change your vote. Upon joining the meeting, links to this meeting's agenda and rules of conduct should have become available on your screen. To conduct an orderly meeting, we ask that participants abide by these rules. We will be responding to appropriate questions raised regarding the matters to be voted on at this meeting.

If you would like to submit a question, enter your question in the question-and-answer function on the Annual Meeting webpage and include your name and, if applicable, organization. Each stockholder will be able to ask up to two questions. Note that only stockholders who are logged into the meeting using their 16-digit control number will be able to vote and submit questions at today's meeting. Our Secretary will file the proof of mailing the Notice of the Meeting to stockholders of record on the record date with the company's records of the meeting. All stockholders of record at the close of business on April 15, 2025, or holders of a valid proxy, are entitled to vote at the meeting. At this time, I'd like to introduce Jason Graham, a representative of American Election Services, who is serving as Inspector of Election for today's meeting. Mr.

Graham has signed the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of the meeting. I have been informed that a quorum is present. Therefore, I hereby declare this meeting to be duly constituted for the transaction of business. We will now proceed with the formal business. There are three proposals to be considered by the stockholders at today's meeting. The company recommends that the stockholders vote for each of the director nominees named in the first proposal and for each of the second and third proposals. The first item of business is the election of Bing Gordon, John Lilly, and Mario Schlosser to serve as Class 1 directors of the company to hold office until the company's Annual Meeting of Stockholders to be held in 2028.

The second item of business is the ratification of the Audit Committee's appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the 2025 fiscal year. The third and final item of business is the approval, on an advisory non-binding basis, of the compensation of the company's named executive officers as set forth in the proxy statement. As a reminder, for the purposes of today's meeting, we welcome only those questions from stockholders about the three proposals discussed submitted via the question-and-answer function on the Annual Meeting webpage. We will now take questions. Steve, are there any questions?

Steve Chen
General Counsel, Duolingo

There are no questions regarding the business of the meeting.

Luis von Ahn
CEO, Duolingo

Okay. If you wish to vote and you haven't already, please do so now by clicking on the voting button on the web portal and following the instructions. You do not need to vote electronically if you have already sent in your signed proxy or if you have voted by telephone or internet, unless you wish to change your vote. We will pause for approximately 30 seconds before closing the polls. The time is now 11:35 A.M. Eastern Time on June 11, 2025, and the polls are now closed for voting. The Inspector of Election will count the votes. I have received the preliminary report of the Inspector of Election to be kept with the company's records of the Annual Meeting.

Based on the preliminary report, each of Bing Gordon, John Lilly, and Mario Schlosser has been elected as a Class 1 director to serve until our Annual Meeting to be held in 2028, and the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the 2025 fiscal year has been ratified. The compensation on an advisory non-binding basis of the company's named executive officers as set forth in the proxy statement has been approved. The final tally of the votes will be published within four business days in a current report on Form 8-K to be filed with the Securities and Exchange Commission. It is now 11:36 A.M. Eastern Time, and the formal portion of the meeting has concluded. With that, ladies and gentlemen, this concludes our Annual Meeting, and the meeting is now adjourned.

I want to thank you for attending and for your continued support of Duolingo.

Operator

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

The host has ended this call. Goodbye.

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