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AGM 2025

Nov 18, 2025

Jeff Henley
Executive Vice Chair, Oracle Corporation

Good morning, ladies and gentlemen. I'm Jeff Henley, Executive Vice Chair of the Board of Directors. I would like to welcome you to our annual meeting of stockholders. In accordance with the notice of the meeting, I call to order the 48th Annual Meeting of the Stockholders of Oracle Corporation. We will first conduct the formal portion of the stockholders' meeting in accordance with the agenda you see on your screen. Following adjournment of the formal portion, there will be an opportunity for us to answer stockholder questions. Some of you have already submitted a question. If you submit a question at any time during this meeting in the space provided on the virtual meeting screen, we ask that you please identify yourself. If you do that, as a reminder, this meeting is being recorded.

First, I'm going to introduce myself and our other Directors before we proceed to the business meeting. As mentioned, my name is Jeff Henley. I've been a Director since 1995 and Executive Vice Chair since 2014. Prior to that, I served as Chairman. I was also previously Oracle's Chief Financial Officer from 1991 to 2004. Larry Ellison was appointed Executive Chair of the Board and Chief Technology Officer in 2014. Previously, Mr. Ellison was our CEO and has been a Director since he founded Oracle in 1977. Safra Catz has been a Director since 2001 and is currently an Executive Vice Chair. Previously, Ms. Catz served as CEO of Oracle from 2014 to 2025. Prior to that, Ms. Catz served as President and Chief Financial Officer. Dr. Michael Boskin has been a Director since 1994. Dr. Boskin is the Tully M.

Friedman Professor of Economics and the Milton Friedman Hoover Institution Senior Fellow at Stanford University. Jeff Berg has been a Director since 1997. He is Chairman of Northside Services, a media and entertainment advisory firm. Mr. Berg was formerly Chairman and CEO of International Creative Management. Naomi Seligman has been a Director since 2005. She is a Senior Partner at Ostriker von Simson , a technology research firm that chairs the CIO Strategy Exchange. George Conrades has been a Director since 2008. He's an Executive Advisor to Akamai Technologies and previously served as Akamai's Chairman and CEO. Bruce Chizen has been a Director since 2008. He's an independent consultant and serves as a Senior Advisor to Primera Advisors and a Strategic Advisor at Voyager Capital. He previously served as CEO of Adobe Systems. Wick Moorman has been a Director since 2018.

He most recently served as Senior Advisor to Amtrak and previously served as Amtrak's President and CEO. He also previously served as Chairman and CEO of Norfolk Southern Corporation. Rona Fairhead has been a Director since 2019. She previously served as Minister of State for Trade and Export Promotion in the Department for International Trade in the United Kingdom. Prior to that, she served as Chair of the BBC Trust. Awo Ablo has been a Director since 2022. She is President of Co-Impact and previously served as Executive Vice President of Strategy and Partnerships at the Tony Blair Institute for Global Change. Clay Magouyrk has been a Director since 2025 and is the CEO of Oracle. Previously, he served as President of Oracle Cloud Infrastructure from June 2025 to September 2025 and as Executive Vice President in various roles from December 2019 to June 2025.

Mike Sicilia has been a Director since 2025 and is the CEO of Oracle. Previously, Mr. Sicilia served as President of Industries from June 2025 to September 2025 and as Executive Vice President in various roles from October 2019 to June 2025. Okay, we will now move to some introductions. Also present with me at this meeting is Brian Higgins, Oracle Senior Vice President and Corporate Secretary. We are also joined here today by representatives from Ernst & Young, our independent auditors. They will be available during the question- and- answer session after the formal meeting to respond to appropriate questions. Finally, Oracle has appointed Broadridge Financial Services to act as Inspector of Elections. Katherine Blackwell, representing Broadridge, is with us today and has taken the oath of the Inspector of Elections.

The minutes of last year's annual meeting are available, and any stockholder wishing to inspect the minutes should contact our Corporate Secretary. Now let's move on to the formal portion of the meeting. Brian Higgins will report on the mailing of the notice of this meeting.

Brian Higgins
Senior VP and Corporate Secretary, Oracle Corporation

Thanks, Jeff. This meeting is held pursuant to a notice dated September 26, 2025. I have an affidavit of distribution from Broadridge Financial Services certifying as to the giving of notice of this meeting and the sending of the proxy materials to stockholders of Record as of September 19, 2025, all of which Broadridge commenced distributing to stockholders on September 26, 2025. I also have a copy of the 2025 annual report, which includes financial statements certified by Ernst & Young. A copy of this annual report was sent or made available to each stockholder entitled to vote at this meeting, and an electronic copy of the annual report is available on the website used to access this meeting. I also have the list of holders of record of common stock of the company at the close of business on September 19, 2025.

This list of stockholders has been open for examination for any purpose relevant to this meeting for the past 10 days. All documents concerning notice of the meeting, including proof of mailing, will be filed with the minutes of this meeting. This meeting is being held in accordance with Oracle's bylaws and Delaware Law. A copy of the rules of conduct that govern today's meeting can be found in the meeting materials section of the web portal for today's virtual meeting. We ask that you abide by these rules in order to facilitate an orderly meeting.

Jeff Henley
Executive Vice Chair, Oracle Corporation

Okay, Brian, will you now advise whether a quorum is present at the meeting and canvass the stockholders present? Those stockholders who have returned proxies have authorized the persons identified in the proxies to vote on the proposals coming before the meeting.

Brian Higgins
Senior VP and Corporate Secretary, Oracle Corporation

On the record date, there were 2,850,792,605 shares of Oracle's common stock issued, outstanding, and entitled to vote at this meeting. I have been informed by the Inspector of Elections that a majority of these shares is present in person or by proxy, and therefore, a quorum necessary to transact business is present. It is now approximately 9:08 A.M. Central Time, and the polls are open but will close shortly. All Oracle Stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so now. Please remember that if you have already voted by proxy, it is not necessary to vote again. Once we complete the formal portion of the meeting, we will close the polls.

Jeff Henley
Executive Vice Chair, Oracle Corporation

Okay, thank you. I declare a quorum is present at this meeting on behalf of Oracle's board. I would like to express my appreciation to all stockholders who return their proxies or who submit ballots. There are three items of business on the agenda for this year's meeting, which include three management proposals. We will start with the management proposals. The first matter of business is the election of 13 Directors to serve until the next annual meeting of stockholders. The nominees recommended by the Board of Directors are Larry Ellison, Jeff Henley, Safra Catz, Michael Boskin, Jeff Berg, Naomi Seligman, George Conrades, Bruce Chizen, Wick Moorman, Rona Fairhead, Awo Ablo, Clay Magouyrk, and Mike Sicilia. Additional information about each of the nominees can be found on pages 12 through 17 of Oracle's proxy statement.

The next item of business is the non-binding advisory vote by shareholders on the compensation paid to Oracle's named Executive Officers, as disclosed in the Oracle proxy statement filed in connection with this meeting. This is commonly referred to as say-on-pay vote. The final management proposal is the ratification of the appointment of Ernst & Young LLP as Oracle's independent registered public accounting firm by the Finance and Audit Committee of the Board of Directors. The Board of Directors recommends the ratification of the appointment of Ernst & Young as our independent registered public accounting firm for fiscal year 2026.

The polls will close shortly. If you intend to vote, you need to do so now. We will pause briefly to allow any final votes to come through.

Brian Higgins
Senior VP and Corporate Secretary, Oracle Corporation

It's now approximately 9:10 A.M. Central Time, and the polls are now closed. We will now announce the preliminary voting results. Final vote totals for each of the proposals voted upon today will be made publicly available on a Form 8K filed within four business days.

Jeff Henley
Executive Vice Chair, Oracle Corporation

Okay, will the Secretary please announce the results of the vote to elect 13 Directors to serve until the next annual meeting of stockholders?

Brian Higgins
Senior VP and Corporate Secretary, Oracle Corporation

Each nominee for election to the Board of Directors has received an affirmative vote of a majority of Oracle's shares of common stock present and entitled to vote at this meeting.

Jeff Henley
Executive Vice Chair, Oracle Corporation

I declare that all the nominees for Director have been duly elected. Next, will the Secretary please indicate the results of the say-on-pay vote?

Brian Higgins
Senior VP and Corporate Secretary, Oracle Corporation

This proposal received the affirmative vote of a majority of Oracle's shares of common stock present and entitled to vote at this meeting.

Jeff Henley
Executive Vice Chair, Oracle Corporation

Thank you. The advisory stay-on-pay vote is hereby noted. Will the Secretary please indicate the results of the vote to ratify the appointment of Ernst & Young LLP, as Oracle's independent registered public accounting firm for fiscal year 2026?

Brian Higgins
Senior VP and Corporate Secretary, Oracle Corporation

This proposal also received the affirmative vote of a majority of Oracle's shares of common stock present and entitled to vote at this meeting.

Jeff Henley
Executive Vice Chair, Oracle Corporation

The appointment of Ernst & Young as Oracle's independent registered public accounting firm for fiscal year 2026 has been duly ratified. Okay, so this concludes the formal part of the meeting, which is now adjourned. We are now at the part of the meeting providing for general questions and discussion. If you have a question regarding Oracle and its business, please follow the instructions provided on the virtual meeting screen. We ask that you please identify yourself when you're submitting a question. Please note that our answers to stockholder questions may include expectations, predictions, estimates, or other information that might be considered forward-looking. While these forward-looking statements represent our current judgment on what the future holds, they're subject to risks and uncertainty that could cause actual results to differ materially.

You should review our most recent Form 10-K and Form 10-Q for a discussion of risks that may affect our future results or the market price of our stock. You're cautioned not to place undue reliance on forward-looking statements, which reflect our opinions only as of today. Please keep in mind that we're not obligating ourselves to update these forward-looking statements in the light of new information or future events.

Brian Higgins
Senior VP and Corporate Secretary, Oracle Corporation

Though we may not be able to answer every question, we will endeavor to answer as many stockholder-submitted questions as time permits that comply with the meeting rules of conduct and are germane to Oracle's business. The first question: On a recent earnings call, Larry spent time talking about the AI inferencing business becoming more important to Oracle. When would you expect this to become more material to the business, and why do you believe Oracle will be successful? Clay, you want to take the point?

Clay Magouyrk
CEO, Oracle Corporation

Yeah, thanks, Brian. This is Clay Magouyrk. If you think about AI, up until recently, we really existed in a world before AI made a big difference in our lives. Over the past few years, we've been in a phase very focused on AI training. You see that from the large model providers spending their time, investing huge amounts of time and energy, and research into developing ever more powerful models. Now we're at a phase where the models are clearly capable of doing amazing things. Anyone that's using AI today categorically will say that AI is having a much bigger impact on their lives than it was, say, just a few years ago. We experienced that across Oracle, both as employees as well as helping our customers.

We're now at a point where the AI training has to continue, but there's a large opportunity for AI reasoning to suddenly take off. For AI reasoning to really be powerful, you have to bring together people's private data along with the powerful models that have been trained in these AI training clusters. Oracle is incredibly well-positioned for that for two reasons. The first is because Oracle has a long history of storing people's most valuable data. That's true in our database. It's also true in our applications. Take our applications as an example. We're actively adding AI to all of our applications, whether it be our horizontal applications like NetSuite and Fusion or our Industry applications. AI is becoming the way in which our customers interact with this data.

You think about the fact that Oracle has also been investing for decades into technology like our Oracle Database, technology like Oracle Analytics, to bring custom data together and use that with application data. Our new AI Data Platform, which is the best way to take all of your data, bring it together into one spot, and then empower that with the value of AI. We're actively developing that. We're using it internally. Our customers are using it. All reports are incredibly glowing about the value of bringing all of your data together, empowering it with the best models. When you combine the fact that Oracle has the database, our applications, that Oracle has access to all of the latest and greatest AI models, Oracle is incredibly well-positioned as AI reasoning takes off and really makes a huge impact across all of our lives.

That empowers us to be able to help our customers solve their problems across the stack.

Brian Higgins
Senior VP and Corporate Secretary, Oracle Corporation

Great, Clay. Thank you. The next question is: Your RPO growth demonstrates that Oracle is clearly winning more AI business than your competitors. Why is Oracle winning more business than others, and is this differentiation sustainable? Mike, if you want to take that one.

Mike Sicilia
CEO, Oracle Corporation

Yeah, hi, Brian. Hi, everyone. It's Mike Sicilia. There are lots of reasons. Decisions that we made many years ago play into our differentiation today. At OCI, we started with bare metal off-box virtualization and created a non-blocking network, which means we have no noisy neighbors. That generated a very high-throughput automated architecture, and we continued to build from there. For example, the networking decisions that we made around our Exadata platform actually paved the way for our current differentiated, highly scalable, much lower-cost training and inferencing offering. Clay mentioned the value of data. The Oracle Database is the largest custodian of mission-critical data in the world. This data, this private enterprise data, has never been used to train any of the existing large language models, but it's essential for inferencing and more.

Combined with our AI data platform, our Vector database, we're offering customers a way to aggregate and leverage their private data for use with AI. That is true whether the data resides in an Oracle database, another application, another database, or even an unstructured form. Further, our back office and Industry cloud applications are also large continuous generators of private enterprise data. This data is the fuel. It's the fuel for inferencing, for retrieval augmented generation, and for reasoning models going forward. Of course, all of it today is running on the Oracle Cloud, as Clay mentioned, together with many of the large language and frontier models in the industry. In summary, our AI offerings are incredibly broad.

We're not specific to any single area of AI, whether it's model training to inferencing, reasoning, agent building, embedded AI features in our applications, and of course, our AI data platform. I believe the fact that we're in every one of these businesses and we're doing so at scale really gives us a very unique and sustainable advantage.

Brian Higgins
Senior VP and Corporate Secretary, Oracle Corporation

Great. Thanks, Mike. Next question is: Oracle expects its database to grow by more than 8X over the next five years. What is changing to create such high levels of growth? Clay, if you want to take that one.

Clay Magouyrk
CEO, Oracle Corporation

Yeah, this is Clay again. Thanks, Brian. The Oracle Database, as Mike just mentioned, is by far the largest custodian of mission-critical data. We've been investing into the Oracle Database since the company's inception. There have been many inflection points, right? We could talk about the transition to real application clusters. We could talk about the launch of Exadata and how the combination of hardware and software really provided a much more scalable and highly reliable database. One of the things that we've been working on over really the past 10 years is how do we build the world's best database services to offer them in the cloud? These are things like our Oracle Autonomous Database that's really entirely about taking away human error, taking away human judgment, and making the database experience fully automated, but still being fully featured. We've been building that technology.

Up until recently, that technology was only available on Oracle's Cloud. While Oracle's Cloud is great, not all functions, as you can imagine, run on Oracle Cloud Infrastructure. What we did over the past few years is we worked hard with our partners at Amazon, Microsoft, and Google to enable the Oracle Database services to be available in those clouds. As you kind of roll that out and we actually enable more and more regions around the world with those partners, what we're seeing is an immense amount of demand for our database services. This is in two ways. One, it's about customers who are already using Oracle Database and want to take advantage of that in the cloud. Also, it's about new customers who didn't have access to Oracle Database services in their existing cloud, who are now taking advantage of it.

The combination of that, combined with the fact that, as Mike mentioned, right, the work that we've done around adding Vector support into the Oracle Database, the fact that the AI data platform sits on top of the Oracle Database, as we actually enable that and then roll that out to all of these clouds, and as AI continues to accelerate very rapidly, all of those things together lead to our very high confidence and the very rapid acceleration of the Oracle Database and the adoption by both existing customers as well as new customers.

Brian Higgins
Senior VP and Corporate Secretary, Oracle Corporation

Great. Thanks, Clay. I think we're at the last question. On applications, how will Oracle succeed with getting customers to adopt your AI and grow market share?

Clay Magouyrk
CEO, Oracle Corporation

Yeah, Mike,

Mike Sicilia
CEO, Oracle Corporation

I'll take that. Yep. Sure. Thank you. We are vetting AI features directly into our complete suite of applications. In our Fusion applications, for example, there are hundreds of AI features that are generally available and live in production at customers. This is true across our ERP, HCM, CX, and Supply Chain Offerings. Because these features are built-in and they are available to our customers at no extra charge, they are rolled out as part of our quarterly releases. This is allowing our customers to greatly accelerate time to value with AI, since it is built in, it is not bolted on. There is nothing to do. There is nothing extra to do. There is nothing extra to implement. You simply consume the features. In a similar vein, we are also embedding AI features inside all of our Industry applications.

From healthcare to retail to banks to utilities and so on, we have hundreds of agentic features live. Again, built-in, not bolted on. In healthcare alone, just a short time ago, we started with generic doctor's notes automation, and we're now live with dozens of medical subspecialty areas. In fact, today, multiple millions of doctor's notes have already been generated by the Oracle Clinical AI agent. What's really interesting is that hospitals are going live with this brand new AI technology in a matter of just a couple of short weeks from inception time. This is a dramatic difference for how hospitals have uptake, and healthcare in general, uptakes brand new technology. It was not that long ago that it would take months, even years, to update new technology. This technology, with no training, no extra implementation cost, is going live in a matter of weeks.

We're seeing that same pattern start to repeat across other large industries like banks and retail. In banks for financial crimes and anti-money laundering investigations, in retail for supply chain automation and better customer engagement, all of this AI is built into our entire suite of applications. We're doing everything we can to make AI incredibly easy for our customers to adopt. If that's not enough, we also have the Fusion AI Agent Studio. That's available for both customers and partners. They can create, they can customize, they can manage their own AI agents for specific business needs. Whether customers are consuming the AI that's built into our applications or they're building their own AI agent, it all comes as part of the Oracle Application Suite. We've got thousands of customers live today across Fusion, NetSuite, and our Industry applications.

Specifically, in our Fusion platform, we also have a field team that is enabling our customers to use the AI features. We are doing all of that at no extra cost, driving valuable productivity immediately. For brand new customers, of course, the AI features are enabled from the start. They are built into their deployment. They are not something that has to be done after the fact, not bolted on or not paid for separately. In short, we are making AI incredibly easy for our customers to digest and to go live with, and of course, incredibly cost-effective because this is all built into what they already own.

Brian Higgins
Senior VP and Corporate Secretary, Oracle Corporation

Great. Thanks, Mike. Jeff, that concludes the question- and- answer session.

Jeff Henley
Executive Vice Chair, Oracle Corporation

Ladies and gentlemen, thank you for attending today's meeting, and be well.

Thank you.

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