Clear Channel Outdoor (CCO) Proxy filing summary

Executive summary

• A special meeting will be held to vote on a merger agreement under which shareholders will receive $2.43 per share in cash, representing a 71% premium to the unaffected share price as of October 16, 2025.

• The merger is with Madison Parent Inc. and Madison Merger Sub Inc., entities formed by Mubadala Capital and TWG Global, and will result in the company becoming a wholly owned subsidiary.

• Approximately 48% of outstanding shares are subject to support agreements to vote in favor of the merger.

• The board unanimously recommends voting FOR the merger, the advisory compensation proposal, and the adjournment proposal.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adoption of the merger agreement, (2) approval of compensation for named executive officers in connection with the merger (advisory, non-binding), and (3) adjournment of the meeting if more votes are needed.

• Approval of the merger requires a majority of outstanding shares; the compensation proposal requires a majority of shares present; adjournment requires a majority of shares present.

• Abstentions and failures to vote have the same effect as a vote against the merger proposal.

Board of directors and corporate governance

• The board conducted a strategic review process, including outreach to potential buyers and alternatives, before negotiating the merger.

• The board considered the certainty of value, premium offered, and lack of superior proposals during a go-shop period.

• The board received fairness opinions from Morgan Stanley and Moelis, both concluding the merger consideration is fair from a financial point of view.