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AGM 2024

Mar 14, 2024

Diana Chiu
VP, Interim General Counsel, and Secretary, Agilent

Good morning, everyone, and welcome to Agilent 's 2024 Annual Shareholders Meeting. We're glad you could join us today. My name is Diana Chiu, and I am the Vice President, Interim General Counsel, and Secretary of the Company, and will be the chairperson of today's meeting. Let's get started by calling Agilent 's Annual Stockholders Meeting to order. We are conducting the meeting in accordance with the company's bylaws. We have four items on the agenda, and they are: to elect four directors to three-year terms, to provide an advisory vote on the compensation of Agilent 's named executive officers for fiscal year 2023, to ratify the Audit and Finance Committee's appointment of PricewaterhouseCoopers as our independent registered public accounting firm for the 2024 fiscal year, and to vote on a shareholder proposal regarding simple majority vote.

Before we start on the agenda, I'd like to review the rules of the meeting. I will address the questions relating specifically to matters being voted on at the meeting after the proposals have been introduced. If you'd like to speak during the meeting, please go to the microphone at the front of the room. I will recognize each speaker. Please wait until you are recognized before you start to speak. To allow us to answer questions from as many stockholders as possible, we will limit each stockholder to one question. As a reminder, we ask that you turn off your cell phones and that you do not use cameras, video, or audio equipment. Thank you. Okay, let's get started. Agilent 's Board of Directors has appointed Lisa Brenten of Computershare to serve as our Inspector of Elections for this year's meeting.

Lisa has taken and signed an oath as Inspector of Election. This document will be filed with the minutes of today's meeting. Computershare has certified that starting on February 2nd, 2024, the proxy materials, or a notice of the availability of the proxy materials, were mailed to all stockholders of record as of January 23rd, 2024. Copies of these proxy materials and related certificates will be attached to the minutes of today's meeting. As Secretary of the Company, I have in my possession a certified list of stockholders of record as of January 23rd, 2024. January 23rd, 2024, is the record date set by the Board for the determination of eligibility to vote at today's meeting. The Inspector of Election has informed me that as of January 23rd, 2024, there were 293,039,707 shares of common stock outstanding, each entitled to one vote.

Lisa, would you please report on the shares represented at the meeting?

Lisa Brenten
Inspector of Elections, Computershare

My examination of the proxies on file shows that there are present by proxy 265,668,417 shares of common stock, all of which are represented by Ms. Chiu. The shares present by proxy represent approximately 91% of the shares of common stock outstanding and entitled to vote.

Diana Chiu
VP, Interim General Counsel, and Secretary, Agilent

Thank you, Lisa. Please prepare and file a written report on the final count of shares in attendance at the meeting. Since we have a majority of the outstanding shares represented at the meeting, I declare that there is a quorum present and that we may proceed with the business of the meeting. We would ask any stockholder who has not previously submitted a proxy and who wishes to vote at today's meeting to please obtain and submit a ballot. It is 8:03 A.M. and the polls are now open for voting. Now I will review and address questions on each of the items that stockholders have been asked to vote on. I'll ask Lisa to report on the preliminary voting results. The first item is the election of directors.

This year, you have been asked to vote on the reelection of four incumbent directors to serve for a three-year term expiring at the annual meeting in 2027: Mala Anand, Koh Boon Hwee , Michael R. McMullen, and Daniel K. Podolsky, M.D. The biographical information on the nominees and their qualifications to serve as a director are contained in your proxy materials. As set forth in the proxy statement, the board recommends that you vote your shares for each of the nominees to the board. The second item of business is an advisory vote of the stockholders to approve the compensation of Agilent's named executive officers for fiscal year 2023. Their compensation is described in the proxy materials.

This advisory vote is non-binding on the company; however, the Board of Directors values your opinion and will consider the outcome of the vote in establishing compensation philosophy and making future compensation decisions for the company's executive officers. As set forth in the proxy statement, the board recommends that you vote your shares for the approval of the compensation of Agilent's named executive officers. The third item of business is to ratify the Audit and Finance Committee's appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm for the 2024 fiscal year. At this time, I'd like to introduce Lindsey Piziali from PricewaterhouseCoopers, who is responsible for the Agilent account. The representatives from PricewaterhouseCoopers will be available following the meeting to respond to any questions you may have.

As set forth in the proxy statement, the board recommends that you vote your shares for the ratification of the Audit and Finance Committee's appointment of PricewaterhouseCoopers as Agilent's independent registered public accounting firm. The fourth item of business is to approve a shareholder proposal regarding simple majority vote submitted by Mr. John Chevedden. As set forth in the proxy statement, the board has no recommendation with respect to this shareholder proposal. Mr. Jing Zhao is here representing Mr. Chevedden. Mr. Zhao, you will have five minutes to present Mr. Chevedden's shareholder proposal, and I will give a one-minute warning before your time is up. Mr. Zhao, could you please go to the podium and present Mr. Chevedden's proposal?

Jing Zhao
Account Credit Manager, Agilent

Good morning. Proposal four, simple majority vote. Shareholders request that our board take each step necessary so that each voting requirement in our charter and bylaws that is explicit or implicit due to the default to state law that calls for a greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against applicable proposals or a simple majority in compliance with the applicable laws. If necessary, this means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws. This includes making the necessary changes in plain English. Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance.

Supermajority voting requirements have been found to be one of six entrenching mechanisms that are negatively related to company performance according to What Matters in Corporate Governance by Lucian Bebchuk, Alma Cohen, and Allen Ferrell of the Harvard Law School. Supermajority requirements are used to block initiatives supported by most shareholders but opposed by status-quo management. This proposal topic went from 74% to 88% support at Weyerhaeuser, ALCOA, Waste Management, Goldman Sachs, FirstEnergy, Microchip, and Macy's. This vote would have been higher than 74% to 88% if more shareholders had access to independent proxy voting advice. This proposal topic also received overwhelming 98% support each at the 2023 annual meeting of American Airlines and The Carlyle Group.

This simple majority vote proposal would facilitate the adoption of long-overdue improvement in the governance of Agilent Technologies, such as annual election of each director, which is another proposal on the board for this annual shareholder meeting. Please vote yes, simple majority vote proposal four. Thank you very much.

Diana Chiu
VP, Interim General Counsel, and Secretary, Agilent

Thank you. Now I will address questions concerning these proposals. If you have a question about the proposals being voted on, please go to the microphone at the front of the room. Are there any questions from stockholders in attendance? Moving on, I'll make a final call for voting. It is now 8:09 A.M. and the polls are now closed. Now I'll ask Lisa to report on the results of the proposal to elect four directors to three-year terms.

Lisa Brenten
Inspector of Elections, Computershare

For the election of directors, each nominee received at least 190,203,085 shares voted in favor of such nominees. This is 77% of the shares present at the meeting and entitled to vote on this proposal.

Diana Chiu
VP, Interim General Counsel, and Secretary, Agilent

Thank you, Lisa. Based on these preliminary results, since each nominee has received at least a majority of the shares voted at the meeting, I declare that the four nominees have been elected to serve a three-year term. Now I'll ask Lisa to report on the results of the advisory vote to approve the compensation of Agilent's named executive officers.

Lisa Brenten
Inspector of Elections, Computershare

There were 219,612,798 shares voted in favor of the approval of the compensation of Agilent's named executive officers for fiscal year 2023, as described in the company's proxy statement. This is 89% of the shares present at the meeting and entitled to vote on this proposal.

Diana Chiu
VP, Interim General Counsel, and Secretary, Agilent

Based on these preliminary results, since the proposal received at least a majority of the shares present at the meeting, I declare that the compensation of Agilent's named executive officers for fiscal year 2023 has been approved. Now I'll ask Lisa to report on the results of the vote to ratify the Audit and Finance Committee's appointment of PricewaterhouseCoopers as Agilent's independent registered public accounting firm for the 2024 fiscal year.

Lisa Brenten
Inspector of Elections, Computershare

There were 244,335,709 shares voted in favor of the ratification of the Audit and Finance Committee's appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm. This is 92% of the shares present at the meeting and entitled to vote on this proposal.

Diana Chiu
VP, Interim General Counsel, and Secretary, Agilent

Based on these preliminary results, since the proposal received at least a majority of the shares present at the meeting, I declare that the Audit and Finance Committee's appointment of PricewaterhouseCoopers to serve as the company's independent registered public accounting firm for fiscal year 2024 has been ratified. Now I'll ask Lisa to report on the results of the vote on the shareholder proposal regarding simple majority vote.

Lisa Brenten
Inspector of Elections, Computershare

There were 232,405,737 shares voted in favor of the proposal regarding simple majority vote. This is 94% of the shares present at the meeting and entitled to vote on this proposal.

Diana Chiu
VP, Interim General Counsel, and Secretary, Agilent

Based on these preliminary results, since the proposal received at least a majority of the shares present at the meeting, the shareholder proposal on simple majority vote has been approved. In the next few days, Agilent will publicly report the final official results of today's vote. If you are interested, you can view these results through our public SEC filing, which can be found through the investor relations page on the Agilent website. This concludes the business of today's stockholder meeting. I declare that today's meeting is hereby adjourned. Thank you.

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