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AGM 2022

Apr 29, 2022

Operator

Hello, and welcome to the annual meeting of shareholders of Owens & Minor, Inc. Please note that today's meeting is being recorded. During the meeting, you can submit questions or comments at any time by clicking on the message icon. It is my pleasure to turn today's meeting over to Mark Beck, Chair of the Board of Directors of Owens & Minor. Mr. Beck, the floor is yours.

Mark A. Beck
Chair of the Board of Directors, Owens & Minor, Inc.

Thank you, operator, and good morning. In accordance with the notice of the meeting, I hereby call the annual meeting of the shareholders of Owens & Minor, Inc. to order. I am Mark Beck, Chair of the Board. Along with my fellow directors and the executive officers of the company who have joined our webcast, I would like to welcome you to our annual meeting. We appreciate your attendance at our virtual meeting, your interest in our company, and most importantly, your support of Owens & Minor. After we conduct the annual meeting and voting on proposals, Ed Pesicka, President and CEO, will share some comments with you before we conclude this morning.

Also, I encourage you to listen to the company's first quarter earnings call on Wednesday, May fourth, where the company will discuss first quarter results, our recently completed acquisition of Apria, and ways we continue to empower our customers to advance healthcare. Participating in the annual meeting are Nick Pace, Executive Vice President, General Counsel, and Corporate Secretary of the company, and Sandra Moore with Computershare, who will serve as the Inspector of Election. We will proceed with the formal business of the meeting as set forth in your notice of annual meeting contained in our proxy statement. The meeting will be conducted in accordance with the rules of conduct that are available on the meeting site. Shareholders may submit questions related to the proposals being considered during this meeting in the space provided on the virtual meeting screen.

Nick Pace will serve as Secretary of the meeting today, and I will now turn the meeting over to him.

Nick Pace
EVP, General Counsel, and Corporate Secretary, Owens & Minor, Inc.

Thank you, Mark. Before I begin, just one correction. That earnings call is actually on Tuesday, May third, after market.

Mark A. Beck
Chair of the Board of Directors, Owens & Minor, Inc.

Thank you.

Nick Pace
EVP, General Counsel, and Corporate Secretary, Owens & Minor, Inc.

Yep. Sure, Mark. I have an affidavit certifying that the notices of meeting and availability of proxy materials were mailed on March 17, 2022 to all shareholders of record as of March 4, 2022. A certified list of the shareholders entitled to vote at this meeting is available for inspection during the meeting by any shareholder on the website used to access this meeting. At this time, I would like to introduce Sandra Moore of Computershare. Ms. Moore has been appointed to serve as the Inspector of Election. Ms. Moore has taken and subscribed the oath of office to execute her duties, and we will file this oath with the records of the meeting.

I have been informed by the Inspector of Election that immediately prior to the commencement of the meeting, proxies have been received for 69,595,593 shares of the company's common stock, representing 90.76% of the outstanding shares of the company. Based on Ms. Moore's report, I can confirm a quorum is present and the meeting is legally convened to transact business.

Mark A. Beck
Chair of the Board of Directors, Owens & Minor, Inc.

Thank you, Nick. The polls for voting on all matters are open. If you are a shareholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you have already returned a proxy card, voted through the Internet website or by calling the toll-free voting number, you need to do nothing further to cast your vote. After voting has been completed on all matters on the agenda, we will close the polls, and the Inspector of Elections will provide her preliminary report. The Secretary will now present the proposals for consideration.

Nick Pace
EVP, General Counsel, and Corporate Secretary, Owens & Minor, Inc.

Thank you, Mark. As described in the proxy, there are four proposals before the shareholders today for approval. Proposal one is the election of directors. There are seven directors standing for election today to serve a one-year term until the 2023 annual meeting of shareholders. Each nominee is listed in the proxy with a brief summary of his or her professional pursuits, qualifications, and corporate activities. The nominees are Mark A. Beck, Gwendolyn M. Bingham, Kenneth Gardner-Smith, Robert J. Henkel, Stephen W. Klemash, Mark F. McGettrick, and Edward A. Pesicka. No other nominees were received prior to the deadline established in the company's bylaws. Therefore, no additional nominations may be made at this meeting, and I declare the nominations to be closed.

Proposal Two is the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for the year ending December 31, 2022. The company's audit committee and board of directors have approved this appointment subject to the shareholders' ratification at this meeting. Proposal Three is an advisory vote to approve the compensation of our named executive officers as described in our proxy statement. Proposal Four and the final item of business is an advisory vote on the frequency of the shareholder vote on the compensation of our named executive officers as described in the proxy statement. Those are all four of the proposals to be considered at this meeting.

Mark A. Beck
Chair of the Board of Directors, Owens & Minor, Inc.

Thank you. Have we received any questions related to the proposals presented?

Nick Pace
EVP, General Counsel, and Corporate Secretary, Owens & Minor, Inc.

Mr. Chair, no questions have been received.

Mark A. Beck
Chair of the Board of Directors, Owens & Minor, Inc.

Thank you, Nick. We will allow a brief pause of 30 seconds for final voting to be completed on the virtual website. I now declare the voting closed. I will ask that Mr. Pace report on the preliminary voting results for the four proposals.

Nick Pace
EVP, General Counsel, and Corporate Secretary, Owens & Minor, Inc.

Thank you, Mark. The preliminary report of the inspector of election covering the proposals at this time, at this meeting are as follows. Proposal one, election of directors. The seven director nominees listed in the Owens & Minor, Inc. proxy statement each received the majority of affirmative votes cast. Proposal two, the proposal to ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for the audit year of 2022 received the majority of votes cast. Proposal three, the proposal to approve on an advisory basis the compensation of the named executive officers, received the affirmative vote of a majority of the shares cast.

Proposal Four, the proposal to approve on an advisory basis the frequency of a shareholder vote on the compensation of named executive officers, received the affirmative vote of the majority of shares cast for a vote to occur every year. Based on the preliminary vote counts, all of the matters voted upon have been approved by the necessary number of shares. A final report of the voting results will be filed by the company on Form 8-K within four business days.

Mark A. Beck
Chair of the Board of Directors, Owens & Minor, Inc.

Thank you, Nick. That concludes the business portion of the annual shareholders meeting. At this time, Ed Pesicka, President and CEO of Owens & Minor, will share a few remarks to close out 2021, review our Owens & Minor blueprint, and our value chain. Ed.

Edward A. Pesicka
President and CEO, Owens & Minor, Inc.

Thank you, Mark. Well, good morning, everyone. You know, just quickly on the slide titled "2021 summary highlights." In 2021, we had an excellent year. You know, we delivered on our guidance, and we showed record EPS and EBITDA, so really strong performance by all of the teammates at Owens & Minor. Really, what drove that growth is the vertically integrated business model that really enabled us to offset some of the macroeconomic pressures, as well as continue to capture growth both in PPE and S&IP sales. We also, during 2021, did a tremendous job paying down debt, which enabled us to continue to invest in the business, and in early this year , announced the acquisition of Apria. Finally, we delivered on our commitments. You know, our guidance.

As well as reaffirming 2022 Adjusted EBITDA and EPS on the earnings call at the end of the year. 2021 was really a strong year for Owens & Minor, and we're excited about where it's carrying us into the future. You know, moving on to our foundation, I think this is critical for everyone to understand is the fact that, you know, it's really our culture, which is our mission and values, our discipline, our investments that have delivered on the results. I'll walk you through a few of these on the next several slides. Starting with our culture, it's really based and grounded on our humble mission. Our mission is to serve. Our mission is to serve our customers. We're here to empower our customers to advance healthcare.

The foundation for how we do that is our IDEAL values, starting with the letter I in integrity and ending with the letter L for listening, and listening with the intent to understand and help and serve. Moving from that onto the second phase of the Owens & Minor business blueprint is our business system. The Owens & Minor business system in simplest terms, it's a system around continuous improvement, finding a way to get a little bit better every single day, and then taking those learnings and implementing them across the company. Those that combined with our mission and our values really lead us to what else makes us different, which is our value chain or our unique business model. That is really focused on that business model. It starts with manufacturing. You know, we are a manufacturer.

We manufacture a tremendous amount of our proprietary S&IP products. You know, those products then go through our distribution centers with the ability to serve most of the country very, very quickly. Then serve those customers within the hospital. After the patient leaves the hospital with our Byram business and now with the acquisition of Apria, we're better able to serve the patient as they leave the hospital, and then they enter the home. Let me talk a little bit about the acquisition of Apria and why we're so excited about the future. You know, if I move to the slide that talks about the Apria acquisition and the strategic rationale, there's several things we really like about it. You know, first and foremost, this acquisition expands our Patient Direct platform. It expands our geographic reach and our payer relationships.

We like it because it has market expansion through a broader Patient Direct portfolio of products, as you can see on the right side of the slide. You know, those products are well-positioned across complementary product categories. We like it because the opportunity it creates in cross-selling to drive increased revenue growth, you know, and the opportunity for us specifically to treat overlapping conditions for patients, as well as bundle those with that broader product portfolio together. We also are excited about it because it creates access to approximately 90% of insured healthcare customers in the United States. That's how we're gonna be able to leverage this to continue to drive long-term organic growth in our Patient Direct segment. With that, as you can see, we had an excellent 2021.

We're excited about what makes us different, which is our value chain and that core foundation of our company based on the Owens & Minor blueprints of our culture as the basis, the focus on continuous improvement with our business system, and then making the right investments like we did with Apria. With that, thank you.

Mark A. Beck
Chair of the Board of Directors, Owens & Minor, Inc.

Thank you, Ed. This year, 2022, marks Owens & Minor's 140th anniversary in business, and we are grateful to our shareholders and teammates for supporting our mission to continue to empower our customers to advance healthcare. A special thank you to all of our Owens & Minor teammates who helped during the past two years to combat COVID-19. We are extremely appreciative of their commitment and efforts to service the front lines throughout the fight against COVID-19 and to maintain the vital supply chain of products to healthcare providers and patients. Before we close, I would like to remind you that the company will release earnings on Tuesday, May 3, and hold a call to discuss the company's first quarter results at 4:30 P.M. Eastern time on that day. I would encourage you to join and listen in.

Information can be found on the investor relations page of our website at owens-minor.com. Thank you all for your confidence and investment in Owens & Minor. I declare the meeting adjourned and turn the meeting back to the operator at this time.

Operator

Thank you, Mr. Beck. This concludes the meeting. You may now disconnect.

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