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AGM 2020

May 27, 2020

Speaker 1

Ladies and gentlemen, welcome to the Ocwen Financial Annual Shareholders Meeting. I will now turn things over to Phyllis Caldwell.

Speaker 2

Thank you, Chris. Good morning, ladies and gentlemen. I'm Phyllis Caldwell, Chair of the Board of Ocwen Financial Corporation. On behalf of our Board of Directors, I would like to extend to each of you a sincere welcome to this Annual Meeting of Shareholders. In these extraordinary times, with most of our team working remotely, we are holding our first virtual format shareholder meeting.

We thank you for participating in this virtual meeting, and we hope to return to seeing you in person next year. I understand we have shareholders and guests with us online. Thank you for joining. Our virtual meeting provider Broadridge is standing by for technical support. Since this is our first time holding our annual meeting virtually, we appreciate your patience should any unanticipated issues arise.

I would also like to thank those shareholders who are unable to participate in this virtual meeting today, but who took the time to send us their proxies. Their participation in the governance of the company is much appreciated. Joining me remotely are Glenn Messina, President and Chief Executive Officer June Campbell, Chief Financial Officer John Britti, Chief Investment Officer Joe Samarius, General Counsel and Company Secretary and Leah Hutton, Deputy General Counsel and Assistant Company Secretary. In addition to Glenn and myself, we are joined remotely by the other members of our Board of Directors, Alan Bowers, Jacques Bousquet, Jenny Brittel, Deforest Soares Jr, and Kevin Stein. Todd Friedman of Deloitte and Touche LLP, our independent accounting firm, has also joined us and is available to respond to questions.

Before turning to the business portion of today's meeting, on behalf of the Ocwen Board of Directors, I would like to thank Glenn and the entire Ocwen team for their agility and leadership over the past few months. While today's meeting is happening as originally planned, albeit in a virtual format, very few things today are business as usual. Thank you, Glenn, and thank you, Ocwen Associates around the globe. Finally, I note Robert Lipstein retired as a director immediately prior to the beginning of this annual meeting. Thank you, Bob, for your service.

We will now turn to the business portion of today's meeting. I hereby call this meeting to order. On 03/27/2020, the record date fixed by the Board of Directors for determining shareholders entitled to notice of and to vote at this meeting, the company had 134,956,288 shares of common stock outstanding. Notice of this meeting was mailed on or about 04/27/2020, to all shareholders of record as of the record date. A copy of the notice and proof of mailing will be filed with the records of this meeting.

The list of shareholders of the company as of the record date is available through the virtual meeting website and will remain open for inspection until the close of the meeting. Before proceeding to items of business, I want to mention four housekeeping items. First, Joe Samarius will act as secretary for this meeting. Second, the board has appointed Joe Samarius and Leah Hutton to be the judges of election for the purpose of overseeing the tabulation of the votes at this meeting. Third, if you join this website through the shareholder login portal of the virtual meeting website, you have the option to cast your vote on the matters presented at any time during this meeting until I announce that voting is closed following the presentation of the proposals.

If you previously submitted your vote on the matters presented, your vote during this meeting will supersede your prior vote. And fourth, a copy of our agenda for this meeting, our bylaws, and our 2020 proxy statement are available through the virtual meeting website. If you joined this meeting through the shareholder login portal and you wish to ask a question regarding the matters presented, you may type your question into the text box labeled Ask a Question. A question must be relevant to the specific business being conducted at the meeting or directed toward matters of corporate governance in order to be considered for discussion. We will address all appropriate questions during the question and answer period at the end of this meeting provided time permits.

Glenn Messina and Joe Samarias hold proxies to vote for a total of 108,400,000.0 shares of common stock, which represent a little over 80% of the combined voting power of the company's voting stock. As this represents at least a majority of the votes that all shareholders are entitled to cast, a quorum is therefore present for this meeting. We will now proceed to the five items being voted upon at this meeting. Voting will be closed after we have covered all five proposals. The first item on the agenda is the election of directors.

As set forth in the proxy statement, which was sent to all shareholders, seven directors are to be elected to the Board of Directors for a term of one year or until their successors are elected and qualified. The Board of Directors has nominated the following individuals for director: myself, Phyllis R. Caldwell, Alan J. Bowers, Jenny K. Britell, Jacques J.

Bousquet, Glenn A. Messina, DeForest Bisoris Jr, and Kevin Stein. The chair will now entertain a motion to put these nominees before the shareholders.

Speaker 3

Madam chair, I am a shareholder, and I move to elect the seven individuals named as directors.

Speaker 4

May I have a second?

Speaker 5

Madam Chair, I am a shareholder, and I second the motion.

Speaker 2

Thank you. We will close voting on the election of directors and the other matters before the meeting at the same time. Therefore, let us move on to the other items on the agenda. The next item on the agenda is the ratification on an advisory basis of the appointment of Deloitte and Touche LLP as the independent registered public accounting firm of the company for the fiscal year ending 12/31/2020. The chair will entertain a motion to put this matter before the meeting.

Speaker 3

Madam chair, I move to approve the ratification on an advisory basis of the Lloyd and Touche LLP as proposed.

Speaker 4

May I have a second?

Speaker 5

Madam chair, I second the motion.

Speaker 2

Thank you. Please note that a representative of Deloitte and Touche LLP is present and will be available to respond to appropriate questions from you at the conclusion of the meeting. The next item on the agenda is an advisory vote to approve named executive officer compensation. The chair will entertain a motion to put this matter before the meeting.

Speaker 3

Madam Chair, I move to approve the advisory resolution on named executive officer compensation.

Speaker 4

May I have a second?

Speaker 5

Madam Chair, I second the motion.

Speaker 2

Thank you. The next item on the agenda is an advisory vote on amending the Articles of Incorporation to implement a reverse stock split in a ratio between one for five and one for 25 and reduce the number of authorized shares of our common stock by the same proportion as the split. The chair will entertain a motion to put this matter before the meeting.

Speaker 3

Madam Chair, I move to approve the advisory resolution to amend the articles of incorporation as proposed.

Speaker 4

May I have a second?

Speaker 5

Madam Chair, I second the motion.

Speaker 2

Thank you. The next item on the agenda is to approve the adjournment of this meeting if necessary or appropriate to solicit additional proxies if there are not sufficient votes to approve Proposal four relating to the reverse stock split. The chair will entertain a motion to put this matter before the meeting.

Speaker 3

Madam Chair, I move to approve the proposal regarding adjournment of the meeting as described.

Speaker 4

May I have a second?

Speaker 5

Madam Chair, I second the motion.

Speaker 2

Thank you. Okay. We will now close voting on the matters before the meeting and proceed to the results of balloting. I will ask Joe Samarius as one of our judges of election to confirm the results.

Speaker 3

Madam Chair, the results of balloting are as follows. With respect to proposal number one, each of the nominees has received an affirmative vote of plurality of the votes cast. Therefore, Phyllis R. Caldwell, Alan J. Bowers, Jenny K.

Bertell, Jacques J. Bousquet, Glenn A. Messina, DeForest Bisores Jr. And Kevin Stein have each been elected to serve as directors for a one year term expiring in the year 2021. With respect to proposal number two, the appointment of Deloitte and Touche LLP as the company's independent registered public accounting firm for 2020 has been ratified on an advisory basis, having received the affirmative vote of a majority of the votes cast.

With respect to proposal number three, the advisory resolution to approve named executive officer compensation as set forth in the proxy statement sent to all shareholders has received the affirmative vote of a majority of the votes cast. With respect to proposal number four, the advisor resolution to amend the articles of incorporation to implement a reverse stock split as set forth in the proxy statement sent to all shareholders has received the affirmative vote of a majority of the votes cast. With respect to proposal five to adjourn the meeting in the event of insufficient support for proposal four, I note that the proposal has passed, But as proposal four has received sufficient votes at the meeting, we will not require an adjournment.

Speaker 2

Thank you, Joe. I note that with respect to proposal two regarding ratification of the auditor appointment, proposal three regarding executive compensation, and proposal four regarding the reverse split, it will be up to the Board of Directors and the appropriate Board committees to consider and determine the appropriate response to the shareholder feedback received today in the form of these advisory votes. At this time, I will address shareholder questions that have been submitted during the course of this meeting. Joe, will you please read any questions that have been submitted?

Speaker 3

Madam Chair, we have received no questions.

Speaker 2

Thank you, Joe. There being no other business to come before this meeting, I now declare this meeting adjourned. Thank you for your participation and for your attendance at this meeting. We look forward to seeing you at next year's annual meeting, and we hope we can be together in person. Take care.

Thank you.

Speaker 1

Ladies and gentlemen, this concludes your call. You may now disconnect your lines.

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