United Parks & Resorts Inc. (PRKS)
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EGM 2024

Mar 25, 2024

Marc Swanson
CEO, United Parks & Resorts Inc.

I'm Marc Swanson, Chief Executive Officer of United Parks & Resorts, Inc. At this time, I call the Special Meeting of Stockholders to order. As Chairman of the Special Meeting, let me begin by welcoming our stockholders joining us online. This is a virtual meeting conducted via live audio webcast. This format allows stockholders to vote and increases stockholder participation and voting. Some of our board members are also taking advantage of this technology by attending today's meeting live online. At this time, I will now turn it over to Tony Taylor, our Chief Legal Officer, General Counsel, and Corporate Secretary, to conduct the formal business portion of this meeting.

G. Anthony Taylor
Chief Legal Officer, General Counsel, and Corporate Secretary, United Parks & Resorts Inc.

Thank you, Marc. Before we get started, I would like to cover a few administrative matters. In the event of technical difficulties, this meeting will be adjourned and reconvened as soon as practicable. The reconvened meeting will be conducted live via teleconference. The details of the reconvened meeting will also be made available to stockholders as soon as possible on the events and presentations section of United Parks & Resorts, Inc.'s investor relations website at www.unitedparksinvestors.com, as well as a Form 8-K that will be filed with the SEC. Today's meeting has been duly called and is being conducted in conformity with the laws of the state of Delaware and the company's charter and bylaws. The polls opened at 11:00 A.M. Eastern Time this morning and will close at the end of the business portion of this meeting in approximately five minutes.

If you haven't voted or if you want to change your vote, you may do so now online by clicking on the Vote Here button on the right-hand side of your virtual stockholder meeting screen. We have two proposals scheduled to be voted on today. I will introduce each of these two proposals, after which the polls will close and we'll adjourn the formal business portion of this meeting. We will then provide the preliminary results of the voting based on a report from Lou Larson from Broadridge Financial Solutions, who has been appointed to act as inspector of election and is present at the meeting today. After reporting the preliminary results, I will turn the meeting back over to Marc Swanson for brief closing remarks.

Broadridge Financial Solutions has delivered an affidavit of distribution establishing that notice of this meeting was duly given and the proxy materials describing the meeting's business have been duly sent or made available to the company's 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 15th, 2024, are entitled to vote at this special meeting of stockholders other than any such shares beneficially owned by Hill Path Capital, LP, or an affiliate of Hill Path, including Nomura Global Financial Products, Inc., a derivative counterparty, who shall be deemed to be an affiliate of Hill Path solely for purposes of this approval requirement, and each of Scott Ross and James Chambers, who for purposes of the amendment and the stockholders' agreement shall be deemed to be an affiliate of Hill Path.

Our first order of business at this meeting is to determine that the shares represented at this meeting are sufficient to constitute a quorum for the purposes of transacting business. We have been informed by our inspector of election that there are 52,985,915 shares of common stock represented by proxy, or approximately 82.46% of all of the shares entitled to vote at this meeting. Because holders of a majority of the shares entitled to vote at this meeting are present by proxy, I can certify that a quorum exists and declare this meeting to be duly convened for purposes of transacting such business as may properly come before it. The next order of business is a description of the matters to be voted on at today's meeting.

The first proposal before the stockholders of the company is to approve the amendment entered into on February 27th, 2024, to the stockholders' agreement dated May 27th, 2019, by and between Hill Path Capital, LP, and the company. Approval of the amendment proposal number one is conditioned upon the approval of the share repurchase program proposal number two and vice versa. For the avoidance of doubt, if the amendment proposal is not approved, the share repurchase program proposal will not be voted on. The board has recommended a vote for the approval of the amendment to the stockholders' agreement.

The last proposal before the stockholders of the company, if proposal number one is approved, is to approve and authorize a new $500 million share repurchase program of the company's common stock, subject to the qualification that the company will not repurchase additional shares if Hill Path's common stock ownership interest percentage would, as a result of any such repurchase, equal or exceed 50%, excluding Hill Path's and its affiliates' non-voting derivative positions. Again, approval of the share repurchase program proposal number two is conditioned upon approval of the amendment proposal number one and vice versa. For avoidance of doubt, if the amendment proposal is not approved, the share repurchase program proposal will not be voted on. The board has recommended a vote for the approval of the share repurchase program. This concludes our consideration of all of the proposals at this meeting, and I hereby declare the polls closed for voting.

Since there is no further business to be considered, that concludes the business portion of the meeting. The special stockholders' meeting of United Parks & Resorts, Inc., is now adjourned and concluded. As you may recall, we have approximately 82.46% of all of the shares entitled to vote present by proxy. At this time, I would like to report the preliminary results from the inspector of election for shares voted at this meeting by such proxy. The report shows that each of the amendment to the Hill Path stockholders' agreement and the share repurchase program received a majority of the votes cast in the election. The complete voting results will be contained in a Form 8-K that will be filed with the SEC within four business days following this meeting and will be available on our investor relations website promptly after we make the filing.

Thank you for your attention and for your investment in United Parks & Resorts. Now I will turn it back over to Marc Swanson for closing remarks.

Marc Swanson
CEO, United Parks & Resorts Inc.

Thank you, Tony, and thank you, everyone, for joining our special stockholders' meeting. I would like to thank all of our employee ambassadors for their contributions, dedication, and commitment to our mission, our board of directors for their active engagement, and all of you, our stockholders, for your investment and support. On behalf of our board of directors and all of our employee ambassadors, thank you for investing in United Parks & Resorts and for joining us today.

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