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AGM 2020

May 12, 2020

Operator

Ladies and gentlemen, welcome to the 2020 Annual Meeting for TransUnion. At this time, all participants will be in a listen-only mode. I will now turn the call over to Pam Joseph, TransUnion's Chairperson, for some opening remarks.

Pam Joseph
Chairperson of the Board, TransUnion

Thank you, and good afternoon. Will the meeting please come to order? I want to welcome all of you to the 2020 Virtual Annual Meeting of Stockholders of TransUnion. I am Pam Joseph, Chairperson of the Board of TransUnion, and I will be presiding over today's meeting. Today, we are hosting our first-ever virtual annual meeting of stockholders in order to promote public health, maintain social distance, and do our part to help flatten the curve. Our thoughts are with those who have been directly affected by COVID-19. Our President and CEO, Chris Cartwright, will tell you more about what TransUnion is doing in response to COVID-19 when he delivers his remarks. Attending our virtual meeting today are the members of our Board of Directors whom I'd like to recognize: George Awad, Chris Cartwright, Suzanne Clark, Kermit Crawford, Russ Fradin, Bobby Mehta, Tom Monahan, and Andrew Prozes.

I would also like to remind all of you that our conversation today may include statements that constitute forward-looking statements. Such statements involve a number of risks, uncertainties, and other factors that could cause actual results to differ materially from these forward-looking statements. We assume no obligation to update them. To lead off our meeting this afternoon, Chris Cartwright, TransUnion's President and CEO, will talk in more detail about the business. Chris will then turn the meeting over to Mick Ford, who will act as Secretary and lead the formal business of the meeting. And with that, I'd like to hand the meeting over to Chris.

Chris Cartwright
President and CEO, TransUnion

Thank you, Pam, and good afternoon, ladies and gentlemen. Thank you all for joining us today for our annual meeting. I'd first like to take the opportunity to thank Leo Mullin for his guidance and leadership during his service as our Chairman of the Board. Leo's retirement from the Board is effective today, and we wish him well. Pam Joseph officially stepped into her role as Chairperson of the Board today, and we look forward to her assuming this leadership role. I also want to thank our highly engaged, highly demanding, and very effective Board of Directors. All of our stockholders should be aware of the diligent, thoughtful level of Board and management interaction at TransUnion, as it creates real differentiation and stockholder value. TransUnion is clearly much more than a portfolio of businesses. It is really about the people and the culture ahead of all.

I want to thank all of the amazing associates of TransUnion for their dedication, passion, and incredible work. TransUnion would not be the company that it is without you. I'd like to recognize a few members of my leadership team and some of our other executives who are participating in this annual meeting: Todd Cello, our Chief Financial Officer, Heather Russell, Chief Legal Officer, Anne Leyden, Chief Human Resources Officer, Mick Ford, Corporate Secretary, Tim Elberfeld, Chief Accounting Officer, Aaron Hoffman, Vice President of Investor Relations, and Sven Skillrud, Vice President of Total Rewards. I want to welcome all of you to our virtual annual meeting of stockholders. Today, we hold our first virtual annual meeting to support the health and well-being of our stockholders and other participants. I'd like to extend our most sincere hope that you and your loved ones are safe and healthy. Nothing is more important.

From the earliest days of the COVID pandemic, our primary focus has been the health and safety of our associates, our customers, and the wider communities in which we operate. In each of the markets we serve, we've seamlessly moved to working from home, allowing us to protect our associates and the broader population while continuing to serve businesses and consumers. We appreciate the work of legislators and regulators around the world for taking decisive, significant actions to support consumers, businesses, and the economies in these unprecedented times. We especially appreciate and respect the heroic efforts of healthcare professionals, first responders, and other essential workers on the front lines combating COVID-19 and supporting their communities around the world. Before I share a few thoughts on our first quarter 2020 results and the COVID-related impacts that our business is experiencing, it's important to reflect on all that we accomplished in 2019.

The strong 2019 results that we delivered marked six consecutive years of double-digit adjusted revenue, adjusted EBITDA, and adjusted diluted earnings per share growth. Our consistently strong performance is a reflection of our role in world economies and has resulted in the broad-based innovation-led growth we see across a range of segments, verticals, and geographies. Our strong financial performance allowed us to meaningfully reduce debt, invest in operational enhancements, and organic growth initiatives, and make certain strategic acquisitions. During 2019, we also successfully refinanced our debt, extending maturities, reducing interest expense, and providing us with additional financial flexibility. Throughout the last year, we also took a number of steps to further evolve TransUnion's organization. At the heart of managing and delivering our data and analytics is our industry-leading technology stack and information security environment, which has and will continue to be a true competitive advantage for TransUnion.

While our investments in infrastructure and capabilities began many years ago, we continue to aggressively evolve as new technologies and tools become available. To that end, earlier this year, we announced accelerated technology investments, known internally as Project Rise, to ensure that by design, we are even more effective, efficient, secure, and reliable. Our investments will be concentrated in streamlining processes, increasing automation, and rapidly adopting a hybrid public and private cloud approach globally. Recognizing the number of complexities that affect information security infrastructure and our industry, including cybersecurity and cyber fraud risks, third-party risk management, and privacy, our Board of Directors created a new Technology, Privacy, and Cybersecurity Committee. This committee is responsible for oversight and advice to the Board with respect to our information security framework, our technology and innovation strategy and approach, and our compliance with global data privacy and security regulations and requirements.

We also created two new important managerial functions. The first is a privacy office to ensure compliance with all privacy laws and regulations, as managing and safeguarding information with the utmost care is the single most important thing we do at TransUnion. The second is a sustainability office to further realize our commitments to environmental, social, and governance-related priorities. As our customers and their needs evolve, so do our playbooks. We created two new functional units that reflect our ongoing growth and maturity as an organization. Our newly formed Global Solutions Organization will increase our ability to aggressively and strategically develop and diffuse innovation across the more than 38 geographies in which we compete. Our Global Operations Organization will ensure the operational practices and platforms serving our businesses and our customers are as effective as the outstanding solutions we bring to market.

Finally, as I discussed in our 2020 Proxy Statement, we asked each of you, our stockholders, to vote on several important corporate governance proposals, including the declassification of our Board of Directors. Just as we have grown and diversified our business since our 2015 IPO, it is equally as important that we also continue to evolve our corporate governance practices to more closely align with the interests of our stockholders. As we look back on 2019, I'm quite proud of all that our TransUnion team accomplished. Turning now to 2020, a few weeks ago, we released our first quarter 2020 earnings results. From January through the middle of March, we were tracking well ahead of prior volumes and meaningfully ahead of the revenue guidance we previously provided in February.

In mid-March, most of the countries in which we operated, in which we operate, implemented shelter-in-place policies in order to slow the spread of coronavirus. While absolutely necessary to protect public health, this approach caused a dramatic reduction in economic activity, curtailed consumer lending, and triggered job losses unprecedented in their speed and scale. The rapid increase in unemployment in the U.S. and many other markets has introduced uncertainty into consumer lending, well beyond what was experienced in the Great Recession of 2008 and 2009. Despite the sea change in economic activity that began in the second half of March, the strength of the first two and a half months of the first quarter resulted in revenue and adjusted EPS for TransUnion above the high end of our guidance and adjusted EBITDA in the middle of the range.

While we clearly will face some short-term challenges, our portfolio and strategy remain intact and will be as powerful and differentiated after the COVID pandemic as they were before. In light of these uncertain times, we have been convening the Board bi-monthly to provide information regarding the performance of the business and ongoing impacts. Most importantly, we're going to continue to prioritize the health and well-being of all of our associates and of the broader communities in which we operate globally. In wrapping up my comments, I want to thank our stockholders for their ongoing support and our associates for the amazing work they do every day to make TransUnion a great company. Thank you again for joining us at our virtual annual meeting today, and we appreciate your support. With that, I will now turn it over to Mick Ford, who will act as Secretary of the Meeting.

Mick Ford
Secretary, TransUnion

Thank you, Chris. And good afternoon. Also participating in the meeting today are Charlie Zade of Broadridge Financial Solutions, who has been appointed to act as our Inspector of Election, Colleen Harrison from PricewaterhouseCoopers LLP, our current independent auditor, and Andy Socher from Ernst & Young LLP, our former independent auditor. On our virtual meeting website, we have included an agenda for the meeting. Also included on the meeting site is a list of rules of conduct for the meeting. In order to conduct an orderly meeting, we ask the participants abide by these rules. At this time, any stockholders who are logged onto our virtual stockholder meeting website and wish to vote their shares may do so by following the instructions on the screen. If you previously voted by proxy, you do not need to vote again today unless you wish to change your vote.

If you desire to ask a question during the meeting, please type your question in the Q&A box on the virtual meeting website. Please refer to the rules of conduct for additional guidance. I have a copy of the affidavit of mailing establishing that notice of this meeting was duly given. A copy of the notice of meeting and the affidavit of mailing will be incorporated into the minutes of this meeting. All stockholders of record at the close of business on March 13th, 2020, are entitled to vote at the annual meeting. Our first order of business is to determine whether the shares represented at the meeting, either at our virtual meeting or by proxy, are sufficient to constitute a quorum for the purpose of transacting business. Our stockholders' list shows that holders of 189,784,879 shares of common stock of the company are entitled to vote at this meeting.

We are informed by Charles Zade, our Inspector of Election, that there are represented at our virtual meeting or by proxy 175,257,313 shares of common stock, or approximately 92.34% of all shares entitled to vote at this meeting. Because holders of the majority of the shares entitled to vote at this meeting are present, this meeting is duly convened for the purpose of transacting such business as may properly come before it. Moving to our proposals. Our next order of business is the matters to be voted on at today's meeting. The first proposal to be voted on is the amendment of our second amended and restated certificate of incorporation, or our charter, to eliminate the classified Board structure. Our charter currently provides that the Board is divided into three classes, with each class of directors being elected every three years.

If the stockholders approve the charter amendment to remove the classified Board, the classification of the Board of Directors will be phased out over the next three annual meetings of stockholders, such that at today's annual meeting, each of the Class II director nominees elected by our stockholders will be elected to hold office for a term of one year or until each of their successors are duly elected and qualified in accordance with our bylaws. At the 2021 annual meeting of stockholders, each of the Class II and Class III director nominees elected by our stockholders will be elected to hold office for a term of one year or until their successors are duly elected and qualified in accordance with our bylaws.

At the 2022 annual meeting of stockholders, each of the Class I, Class II, and Class III director nominees elected by our stockholders will be elected to hold office for a term of one year or until their successors are duly elected and qualified in accordance with our bylaws. Thereafter, the classification of the Board of Directors will terminate in its entirety. On the recommendation of the Nominating and Corporate Governance Committee, the Board has approved and recommends that stockholders vote in favor of amendments to our charter to eliminate the classified Board structure in order to provide the annual election of all directors. Are there any questions regarding the amendments to our charter to eliminate the classified Board structure? I do not see any questions on the website, so I'll move on to our next proposal.

The second proposal before the stockholders is the amendment of our charter, as well as making corresponding amendments to our bylaws to remove supermajority voting standards. We are seeking stockholder approval to amend our charter to eliminate the supermajority voting provisions in our charter and to replace such provisions with a majority voting standard. The charter currently provides a two-thirds supermajority vote for stockholders to amend our charter and our bylaws and to remove directors from office. Because of the differing nature of the provisions affected, this matter is presented as two separate voting items. Approval of either Proposal 2A or 2B is not conditioned on approval of the other. Our charter currently states that stockholders can amend the charter and bylaws with the approval of no less than a two-thirds supermajority vote.

Proposal 2A calls for the amendment of this provision by replacing the reference to 66% and two-thirds percent with a majority voting standard. As a result of the proposed amendment, stockholders would be able to amend the charter and bylaws by the affirmative vote of the holders of at least a majority of the voting power of all of the then outstanding shares of capital stock. Our charter also currently requires a two-thirds supermajority vote to amend the provisions in the charter relating to the election and removal of directors, director exculpation from liability, stockholder action at an annual or special meeting, and the process by which a special meeting may be called, competition and corporate opportunities, which we are proposing to eliminate in connection with Proposal 3, and Delaware General Corporation Law Section 203 as it applies to business combinations.

Proposal 2A calls for the removal of the supermajority voter requirement for amending these provisions. If approved and implemented, the standard for stockholder approval of any future amendments to the charter, including with respect to any of the provisions previously mentioned, would be by the affirmative vote of the holders of at least a majority of the voting power of all of the then outstanding shares of capital stock. Our Board recommends a vote for the approval of Proposal 2A, the removal of the supermajority provisions in our charter and bylaws, which provisions would be placed with a majority voting standard. Are there any questions regarding the removal of supermajority provisions in our charter or bylaws? I don't see any questions on this one, so I'll move to the next Proposal, 2B.

Based on the current ownership of the company, stockholders have the ability to remove a director from office only if that action is approved by a vote of at least a two-thirds supermajority. Proposal 2B calls for the amendment of this provision of our charter by removing the reference to 66% and two-thirds percent so that the stockholders will be entitled to remove a director by the affirmative vote of a majority in voting power of all outstanding shares of capital stock entitled to vote on such matter. As a result, if approved and implemented, stockholders would be able to remove any director from office by the affirmative vote of the holders of at least a majority of the voting power of all of the then outstanding shares of capital stock entitled to vote on the matter.

Our Board recommends a vote for the approval of Proposal 2A, the removal of the supermajority provisions in our charter related to the removal of directors, which provisions would be replaced by a majority voting standard. Are there any questions regarding this Proposal? Moving to Proposal 3, the third proposal before stockholders is the amendment of our charter to remove the provisions related to the Corporate Opportunity Waiver. Since we completed our initial public offering in 2015, there have been many changes to our stockholder base. After our IPO, affiliates of Goldman Sachs & Co. and Advent International Corporation, who we referred to as our sponsors, collectively owned more than 81% of the outstanding shares of our common stock. At the time of our IPO, there were numerous items in our charter that reflected those ownership positions.

As of March 8th, 2018, the sponsors no longer beneficially own any shares of our capital stock. Our charter currently provides that certain business opportunities are not subject to the corporate opportunity doctrine and that to the maximum extent permitted under the Delaware General Corporation Law, the company renounces any interest or expectancy in or right to be offered an opportunity to participate in any business opportunity that may be a corporate opportunity for the sponsors, members of the Board who are not employees of the company, or any of their respective affiliates. Our Board believes the provisions related to the Corporate Opportunity waiver contained in our charter were appropriate when the sponsors own shares of our common stock.

The sponsors and their affiliates invest in a wide array of companies, including companies with businesses similar to or competitive with ours, and without such assurances, the sponsors would have been unwilling or unable to invest in the company. Since the sponsors no longer beneficially own any shares of our common stock, our Board believes these provisions are no longer appropriate as part of our governance structure. Our Board recommends a vote for the approval of Proposal 3, which would remove the Corporate Opportunity Waiver provisions from the charter. Are there any questions regarding this proposal? Moving to Proposal 4. The fourth proposal before the stockholders is the amendment of our charter to delete various charter provisions related to our sponsors that are no longer applicable.

If approved, our charter would provide that our common stockholders will only be permitted to take action at a duly called annual or special meeting and will not be permitted to take action by written consent. Special meetings of stockholders may only be called by or at the direction of the Board of Directors or the Chairperson of the Board of Directors, and the company would elect to be governed by Section 203 of the Delaware General Corporation Law, which governs certain business combinations with interested stockholders. Our Board recommends a vote for the approval of proposal four, which would remove the provision in our charter related to our former sponsors that are no longer applicable. Are there any questions regarding this proposal? Moving to proposal five, the next proposal to be voted on is the election of three directors to serve until their successors are duly elected and qualified.

The nominees for election as directors are Suzanne P. Clark, Kermit R. Crawford, and Thomas L. Monahan III. Their qualifications are described in this year's proxy statement. Based on the recommendation of the nominating and corporate governance committee, the Board recommends a vote for the election of each of Suzanne P. Clark, Kermit R. Crawford, and Thomas L. Monahan III as director of TransUnion. Are there any questions regarding the election of directors?

Moving to Proposal 6, the Board of Directors has recommended that the TransUnion 2015 Omnibus Incentive Plan be amended to increase the number of shares of common stock reserved for issuance under the 2015 plan by 7 million shares or from 5,400,000 shares to 12,400,000 shares, extend the term of the 2015 plan through the 10th anniversary of the date of adoption of the amended 2015 plan, and make certain additional clarifying and administrative updates to the 2015 plan, including technical amendments to reflect recent changes to Section 162(m) of the Internal Revenue Code. Our Board recommends a vote for the approval of Proposal 6 and the amendment and restatement of the 2015 Omnibus Incentive Plan. Are there any questions regarding this proposal? Moving to Proposal 7, and the last proposal before the stockholders is the ratification of appointment of the company's independent public accounting firm, PricewaterhouseCoopers LLP.

The Audit and Compliance Committee of the Board of Directors has appointed PricewaterhouseCoopers to audit TransUnion's consolidated financial statements for the fiscal year ending December 31, 2020. Our Board recommends a vote for the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accountant for 2020. Are there any questions regarding this proposal? Seeing no questions, we have now completed the discussion regarding the proposals for consideration. Voting is concluded, and I hereby declare the polls closed. The proxies will be held in the possession of the inspector of election, and the inspector of election will tally the votes. I can now report the preliminary results of the vote. We've been informed by the inspector of election that the preliminary results are as follows. The charter amendment to eliminate the classified Board of Directors has been approved.

We will now file the charter amendment with the Delaware Secretary of State, and this amendment will be effective upon filing. Proposal 2B, the charter amendment to replace the supermajority voting standards contained in our charter with majority voting standards to amend our governance documents together with corresponding amendments to our bylaws, has been approved. Proposal 2B, the charter amendment to replace the supermajority voting standards required for the removal of directors in our charter with majority voting standards has been approved. Proposal 3, the charter amendment to remove the provisions related to the Corporate Opportunity Waiver from our charter has been approved. Proposal 4, the charter amendment to remove various charter provisions related to our former sponsors that are no longer applicable has been approved.

Proposal 5, each of the nominees for election to the Board of Directors as a Class 2 director has been duly elected for a term of one year. Proposal 6, the TransUnion amended and restated 2015 Omnibus Incentive Plan has been approved. And Proposal 7, PricewaterhouseCoopers LLP has been ratified as the company's independent registered public accounting firm for 2020. Following the annual meeting, we will file an amended and restated charter with the Delaware Secretary of State to effect the other proposals that were approved today. We will now begin our Q&A session. I'd like to introduce Aaron Hoffman, Vice President of Investor Relations, who will be managing our Q&A session. Aaron, I'll turn it over to you if we've had any questions submitted.

Aaron Hoffman
Vice President of Investor Relations, TransUnion

Thank you very much, Mick.

We did receive one question, a shareholder asking about the location of the shareholder list on the virtual annual meeting page that you all are looking at. You should be able to find that document on the bottom left in the gray bar at the bottom of the page, so you should be able to click there and find that list. Should you have any difficulty finding that list after this instruction, please don't hesitate to reach out to me, Aaron Hoffman, A-A-R-O-N, dot H-O-F-F-M-A-N at TransUnion.com, and I'd be more than glad to assist you in receiving that. That is the only question, Mick, so I turn the call, or excuse me, the meeting back over to Pam.

Pam Joseph
Chairperson of the Board, TransUnion

Thank you. Thank you very much. Thank you, Mick. Congratulations to Suzanne, to Tom, and to Kermit. I want to thank all of you for attending today's meeting.

The meeting is now adjourned.

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