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ASM 2021

Apr 27, 2021

Speaker 1

Good morning.

Speaker 2

I would like to welcome you to the 2021 Annual Meeting of Stockholders for ZoomInfo Technologies, Technologies, our 1st Annual Meeting as a Public Company. I am Henry Shuck, Chairman of the Board and Chief Executive Officer of ZoomInfo, and I will be chairing this meeting. In consideration of the health and well-being of our stockholders and employees, we're holding this meeting in a virtual online only format. I'm joined today by members of our Board of Directors and members of our senior management team. Our General Counsel and Corporate Secretary, Anthony Stark, will act as secretary of the meeting.

In addition, I'm pleased to welcome Carrie Wendell and Bradley Marks, representatives from KPMG, our external auditing firm, who are here to answer any appropriate questions. Finally, I'd like to welcome Leah Grant, our Inspector of Election. Our Secretary has delivered an affidavit of distribution that shows the proper advance notice of this meeting was given to our stockholders. A copy of the notice of meeting and the affidavit of distribution will be incorporated into the minutes of this meeting. All stockholders of record at the close of business on March 5, 2021 are entitled to vote at the annual meeting and a list of stockholders of record is available electronically for your review.

Our first item of business is to determine whether we have Quorum for the purpose of transacting business. Anthony, do you have a report?

Speaker 3

Yes. The stockholders list shows that holders of 101,554,566 shares of Class A common stock, 207,393,591 shares of Class B common stock and 82,253,000 336 shares of Class C common stock of the company are entitled to vote at this meeting. The Inspector of Election reports that there are represented in person or by proxy at least 89,360,448 shares of Class A common stock, 202,798,950 shares of Class B common stock and 82,253,300 and fixed shares of Class C common stock or approximately 98% of all of the votes entitled to be cast at this meeting.

Speaker 2

Thank you. Because holders of a majority of the votes entitled to be cast at this meeting are present in person or by proxy, this meeting is duly convened. So that everyone knows what to expect this morning, let me summarize our agenda. First, I've already called the meeting to order and we'll have Anthony take care of corporate housekeeping. 2nd, my colleagues and I will present all of the proposals subject to a vote for your consideration.

Then we'll adjourn the formal portion of the meeting and end with a brief question and answer session. Anthony, can you please review with our stockholders a few procedural points?

Speaker 3

Thank you, Henry. You have each been provided access to the agenda and the rules and procedures for the conduct of today's meeting on the virtual meeting page. The agenda for today's meeting sets forth the proposals for stockholder consideration and the order of business, which will be conducted in accordance with the company's bylaws and the meeting's rules of conduct and procedures. So that we have an orderly meeting, we ask that everyone abide by these rules. You can use the question box on your screen to submit questions at any time during the meeting.

We cannot guarantee that we will answer all questions. If we don't get to your question, you are welcome to ask it by using the Contact IR section of the Investors portion of our website, ir. Zoominfo.com. The polls opened at 10 am Pacific Time and you are able to vote during this meeting until the Chairman closes the polls. Remember, if you have already voted in advance by using an online ballot, a physical proxy card or by phone, A vote at this meeting will supersede your earlier vote.

So unless you want to change your vote, you do not need to vote again. Finally, I would like to point out that Some of our discussions today may include forward looking statements. Forward looking statements are statements about, among other things, financial projections, managerial plans or objectives or future performance. Actual results may differ materially from those projected by any forward looking statements. In our annual report on Form 10 ks for 2020 filed on February 6th of this year, we included cautionary disclosures regarding forward looking statements and risk factors that could materially and adversely affect our company and business.

For additional information, we refer you to our 10 ks and other SEC filings, which are available on our website and on the Securities and Exchange Commission's website.

Speaker 2

Thank you, Anthony. Would you now present the proposals on which we need to

Speaker 3

vote? Yes. Stockholders have 2 items of business for their consideration today. The first is to vote to fill 3 Board seats for which Mitesh Dhruv, Keith Enright and Henry Shuck have each been nominated for reelection. The second is to ratify the audit committee's choice of our independent registered public accounting firm for 2021, KPMG.

There are no additional candidates or proposals that have been properly brought before the meeting. As a reminder, if you previously voted by proxy, you do not need to vote today unless you wish to change your vote. Let's move to the first proposal. Is to reelect Mitesh Dhruv, Keith Enright and Henry Shuck to the Board. They would continue to serve as Class 1 Directors, meaning their normal terms would run until the Annual Meeting 3 years from now in 2024.

Directors are elected by plurality voting, which means that those 3 nominees receiving the highest number of votes will be elected as Directors. The Board of Directors recommends the election of each of Vitesh Dhruv, Keith Enright and Henry Shuck to the Board. The next proposal is the ratification of KPMG LLP as the company's independent registered public accounting firm for the current fiscal year 2021. This proposal will be approved if supported by the affirmative vote of a majority of the voting power of the shares represented at this meeting. The Board of Directors recommends that the stockholders vote in favor of this proposal.

If anyone has any questions concerning this proposal, please ask them now. We will now proceed with the voting. Henry?

Speaker 2

As a reminder, the polls are currently open and will close shortly. If you wish to vote and have not submitted your vote, please do so now. We will now pause for a moment to provide a final opportunity to vote. All right. The polls are now closed.

The ballots and proxies will be held by the Inspector of Election. The Inspector of Election will count the votes and provide the preliminary results.

Speaker 3

I note for the minutes that the polls closed at approximately 10:0:7 Okay. It appears that all of the ballots have been counted.

Speaker 2

Thank you, Anthony. Can you report the preliminary results?

Speaker 3

We have been informed by the Inspector of Elections that the nominees for the election to the Board of Directors have been duly elected and that the ratification KPMG LLP as independent registered public accounting firm for the 2021 fiscal year has been approved.

Speaker 2

Thanks, Anthony. I want to thank our stockholders for their support and for the trust they put in the ZoomInfo team. We will release the final voting results in the next few days in a Form 8 ks. As that was the last formal order of business, I hereby declare the official portion of the meeting adjourned. We will now continue informally with a brief question and answer session.

Now let me turn things over to Jerry Cisitsky, our Vice President of Investor Relations to help facilitate our question and answer session.

Speaker 1

Thank you, Henry. We will now open the floor to questions. The representatives from KPMG introduced earlier are also available to answer appropriate questions from stockholders. Please note that we are unable to answer any questions regarding our Q1 2021 financial performance during this

Speaker 2

meeting.

Speaker 1

Thank you, everyone. Our allotted time for the Q and A session has now come to an end. So let me turn the meeting back over to Henry, our Chairman.

Speaker 2

Thank you, Jerry. That was the last item on our agenda and concludes the informal portion of the meeting. I want to thank everyone, especially our stockholders for their time and participation. It's our pleasure and privilege to be a part of such a great company and we look forward to your continued support as we continue on this journey.

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