Vicarious Surgical Inc. (RBOT)
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At close: May 8, 2026
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AGM 2024

Jun 10, 2024

Adam Sachs
CEO, Vicarious Surgical Inc

Good afternoon. Welcome to the 2024 Annual Meeting of the Stockholders of Vicarious Surgical Inc. I'm Adam Sachs, Chief Executive Officer of the company, and it's my pleasure to welcome all of you. It's 2:00 P.M. Eastern Time, and in accordance with the notice of the meeting, I call to order the 2024 Annual Meeting of the Stockholders of Vicarious Surgical Inc, and the polls are open. Today's meeting is a live webcast. We hope that this virtual meeting will maximize the participation of stockholders, regardless of their location. Thank you very much to those who are participating. A link to the agenda for this meeting is displayed on the screen. There will be an opportunity for questions about four proposals as they are presented. Please adhere to the rules for conduct attached to your agenda in asking questions at that time.

Before proceeding to the business of the meeting, I would like to introduce some people who are with us today on the webcast. I would like to introduce fellow board members Sammy Khalifa, Beverly Huss, Dr. Victoria Carr-Brendel, Ric Fulop, Donald Tang, and Dr. David Ho. I would like to also introduce members of our management team, Randy Clark, the company's President, Sammy Khalifa, the company's Chief Technology Officer, Bill Kelly, the company's Chief Financial Officer and Treasurer, and Erin Checka, the company's Head of Legal and Secretary. Also present today are Jessica Ackerman, our independent registered public accounting firm, Deloitte & Touche LLP, and Ed Pease of our outside legal counsel, Mintz Levin. Ms. Checka will serve as Secretary of the meeting. Anna Hagberg, a representative of Broadridge Financial Solutions Inc, is in attendance as the Inspector of Election for this meeting.

This meeting is held pursuant to a printed notice mailed on or about April 29, 2024, to each stockholder of record on April 19, 2024. Broadridge Financial Solutions Inc has delivered an affidavit as to the mailing and distribution of the notice of the meeting. As a majority in voting power of our common stock issued and outstanding and entitled to vote at this meeting is present or represented by proxy at the meeting, I declare a quorum present for the conduct of business at the meeting. Excuse me. On behalf of the board, I would like to express my appreciation to all stockholders who return their proxies. Proposal one, election of directors. The first matter to be acted upon by the stockholders is the election of seven directors, Sammy Khalifa, Beverly Huss, Dr. Victoria Carr-Brendel, Ric Fulop, Donald Tang, Dr.

David Ho, and myself, each of whom has been duly nominated to serve until the annual meeting of stockholders to be held in 2025, and until their successor has been elected and qualified. The company has not received a timely notice of any other nomination as required under the bylaws. I therefore declare nominations closed. If there are any questions pertaining to this proposal, please submit those online now. If you have not already voted or if you wish to change your vote, you may do so now by clicking on the link provided online. After voting has been completed on all matters on the agenda, the votes will be counted. Proposal 2, approval of an amendment to the Vicarious Surgical 2021 Equity Incentive Plan. The next matter being submitted to the stockholders for action is the approval of an amendment to the Vicarious Surgical Inc

2021 Equity Incentive plan. If there are any questions pertaining to this proposal, please submit those online now. I suggest that those persons voting do so by clicking on the link provided online. Proposal 3, approval of an amendment to the Certificate of Incorporation. The next matter being submitted to the stockholders for action is approval of an amendment to the company's Certificate of Incorporation to effect a reverse stock split of the company, excuse me, of the corporation's common stock. If there are any questions pertaining to this proposal, please submit those online now. I suggest that those persons voting do so by clicking on the link provided online. Proposal 4, ratification of appointment of independent registered public accounting firm.

The last matter being submitted to stockholders for action is the ratification of the appointment of Deloitte & Touche LLP as Vicarious Surgical's independent registered public accounting firm for the fiscal year ending in December 31st, 2024 . If there are any questions pertaining to this proposal, please submit those online now. I suggest that those persons voting do so by clicking on the link provided online. This concludes the proposals to be voted on at this annual meeting. We now declare that the polls are closed on each of proposals one, two, three, and four. Will the secretary please report the preliminary results of the balloting?

Erin Checka
Head of Legal and Secretary, Vicarious Surgical Inc

We have completed a preliminary count of the votes. The seven nominees for director named in the proxy statement for election for terms expiring on the date of the annual meeting to be held in 2025 have received a plurality of the votes cast. In addition, the requisite number of shares have been voted to approve an amendment to the Vicarious Surgical Inc 2021 Equity Incentive Plan, and a requisite number of shares have been voted to amend the company's Certificate of Incorporation. Finally, the requisite number of shares have been voted to approve the ratification of the appointment of Deloitte & Touche LLP, as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024. After the final tabulation has been completed, it will be reported in a filing with the SEC and placed with the minutes of this meeting.

Adam Sachs
CEO, Vicarious Surgical Inc

Based on the preliminary vote report, I declare that the nominees for director have been duly elected. The amendment to the Vicarious Surgical Inc 2021 Equity Incentive Plan has been duly approved. The amendment to the Certificate of I

ncorporation for the company has been duly approved, and the appointment of Deloitte & Touche LLP as the company's independent registered accounting firm has been duly ratified. If there's no other business, this concludes the formal portion of our meeting. I'd like to again express my sincere appreciation to the stockholders who attended the meeting and voted, as well as to those who submitted their proxies but were not able to attend. This meeting is now formally adjourned.

Erin Checka
Head of Legal and Secretary, Vicarious Surgical Inc

Our management team will now answer a question. We are obliged to say that management remarks and responses to any questions may contain forward-looking statements. Actual results may differ significantly from results discussed in the forward-looking statement. Factors that might cause such a difference include those set forth in the company's SEC filings, including the company's annual report on Form 10-K for the fiscal year ended December 31, 2023, and in its quarterly report on Form 10-Q for the quarter ended March 31, 2024.

Adam Sachs
CEO, Vicarious Surgical Inc

Thank you, Erin, and to our stockholders. I'd like to again express my sincere appreciation to the stockholders who attended the meeting and voted, as well as to those who submitted their proxies but were not able to attend. We would be glad to now open the floor up to any questions or comments from our stockholders. If you wish to ask a question, please click on the messages icon and submit your question via the Ask a Question field. Kate, can you please confirm if we have any questions?

Kaitlyn Brosco
Director of Investor Relations, Vicarious Surgical Inc

There are no questions at this time.

Adam Sachs
CEO, Vicarious Surgical Inc

Great. If there are no questions, then we will conclude the session.

Thank you, everybody.

Operator

This now concludes the meeting. Thank you for joining, and have a pleasant day.

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