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AGM 2020

Jun 24, 2020

Operator

Good morning, ladies and gentlemen, and welcome to the Axonics Modulation Technologies annual shareholder meeting. At this time, the meeting will begin, and it is my pleasure to turn the floor over to your host, Raymond Cohen. Sir, the floor is yours.

Raymond Cohen
CEO and Director of the Board, Axonics, Inc

Thank you. Hello, welcome to the Annual Meeting of Stockholders of Axonics Modulation Technologies, Inc. I'm Raymond Cohen, the Chief Executive Officer and a Director on the Board of Directors of Axonics. It's now approximately 12: 00 P.M. Eastern Time, and in accordance with the notice of meeting and on behalf of the Board of Directors, I call to order this Annual Meeting of Stockholders. I will be acting as Chairman of the meeting, and Aaron Pettit, our General Counsel and Chief Compliance Officer, will act as Secretary of this meeting. Please note that in light of COVID-19, we are holding this meeting virtually. As such, please bear with us if there are any technical difficulties during this meeting. Please note that only stockholders who have logged into this virtual meeting with a control number have an opportunity to vote online and to ask questions.

Questions may be asked at any time via the Ask a Question feature on the meeting website, and we will try to respond to all relevant questions at the appropriate time. The Board of Directors has appointed Gary Wozniak from Broadridge to act as Inspector of Elections. Mr. Wozniak has taken his oath as Inspector of Elections, and the oath will be filed with the minutes of this meeting. The polls for voting are currently open, and you may vote your proposals, which are to be presented and discussed today online at any time during this meeting until the polls are closed. Any stockholder who has previously given his or her proxy need not to vote unless he or she desires to revoke the proxy and vote today at this meeting.

Shares represented by proxy where no vote is specified will be voted in accordance with the recommendations of the Board of Directors. If you did not vote by proxy or if you wish to change your vote, you may vote at any time while the polls are open. If you have not yet obtained copies of the agenda or the Rules of Procedure for this Annual Meeting, we direct you to find such materials on the meeting website. To conduct an orderly meeting, we will ask that all participants read and abide by these Rules of Procedure for this meeting, which you can access under the heading Meeting Materials on the meeting website. The Board of Directors set April 28th, 2020, as the record date for this Annual Meeting of Stockholders. We have at this meeting a record of our stockholders as of that date.

Mr. Pettit will now present the affidavit of mailing and the notice of Internet availability of proxy materials and report on the existence of a quorum for this meeting. Mr. Pettit?

Aaron Pettit
General Counsel and Chief Compliance Officer, Axonics, Inc

I present the Affidavit of Mailing of Broadridge, which states that the Notice of Internet Availability of Proxy Materials was mailed on May 11th, 2020, to the stockholders of record as of April 28th, 2020. As of the close of business on April 28th, 2020, the company had outstanding and entitled to vote 34,513,100 shares of common stock, each of which is entitled to one vote. Of that total, our preliminary count shows that 26,932,111 shares are represented by virtual attendance or by proxy at today's meeting. This amount is greater than 17,256,550 shares of the company's total issued and outstanding shares of common stock entitled to vote at the meeting. A quorum is present, the meeting is duly constituted, and the business of the meeting may proceed.

Raymond Cohen
CEO and Director of the Board, Axonics, Inc

Thank you. The report on the existence of a quorum is accepted, and I direct that the affidavit of mailing be made part of the minutes of this meeting. Because holders of a majority of the shares entitled to vote at this meeting are present virtually or by proxy, I declare that this meeting is duly convened for the purposes of transacting such business as may properly come before it. Okay. With respect to proposals, I will now discuss each matter to be acted on at this meeting, and at the conclusion of the discussion of all these items, we will answer questions related to the proposals and close the voting polls. There are two items of business on today's agenda.

The first one is the election of Directors to our Board of Directors, and the ratification of the appointment of BDO USA, LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2020. Additionally, any other business as may properly come before the meeting and any adjournment thereof may be transacted. Mr. Pettit, were there any other stockholder nominations or proposals for business for this meeting that were timely and properly filed with the company?

Aaron Pettit
General Counsel and Chief Compliance Officer, Axonics, Inc

No.

Raymond Cohen
CEO and Director of the Board, Axonics, Inc

Thank you. The business of this meeting is limited to the two matters on the agenda. The first item of business today is the election of the Directors to the Board of Directors. Seven directors shall be elected at today's meeting. The nominees will be elected to hold office for a one-year term that will expire at the company's 2021 Annual Meeting of Stockholders, and until his successor or her successor is duly elected and qualified or his or her respective earlier resignation, removal, or death. The Board of Directors nominated include Erik Amble, Juliet Bakker, Michael Carrel, myself, Raymond Cohen, Jane Kiernan, Robert McNamara, and Dr. Nancy Snyderman as Directors. Information containing all of the directors' principal occupations, service with the company, and other matters that may be of interest are contained in the company's definitive Proxy Statement on Schedule 14A, filed with the SEC on April 29th, 2020.

No nominations may be made at this meeting; therefore, I declare nominations to be closed. The second matter being submitted to stockholders for action is the ratification of the appointment of BDO USA, LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2020. I now call upon Mr. McNamara for the recommendation of the Board of Directors regarding these matters. Bob?

Robert McNamara
Independent Director, Axonics, Inc

Thank you, Ray. The Board of Directors unanimously recommends that stockholders vote for each of Mr. Amble, Ms. Bakker, Mr. Carrel, Mr. Cohen, Ms. Kiernan, Mr. McNamara, Dr. Nancy Snyderman to serve as Directors and for Proposal 2.

Raymond Cohen
CEO and Director of the Board, Axonics, Inc

Thank you, Bob. Because no further business is scheduled to come before the stockholders, I will now address any relevant questions that have been asked regarding the previously discussed proposals. We see at this time there are no questions. Without any further questions, I now direct that stockholders who wish to vote on the two matters submitted to stockholders for a vote and who have not yet either done so virtually today or by proxy, to please vote now as the polls will be closing momentarily. Okay. I now declare the polls are closed for the matters voted upon at this meeting as of, let's see, it is now 12:08 P.M. Eastern Time on June 24th, 2020. The Inspector of Elections will now tally all votes. Once we have definitive results, the meeting will resume.

Gary Wozniak
Inspector of Elections, Broadridge

Mr. Chairman, the results are in.

Raymond Cohen
CEO and Director of the Board, Axonics, Inc

Thank you, sir. They are? No? Oh.

Gary Wozniak
Inspector of Elections, Broadridge

Each of the nominees for Director have received a plurality of the votes cast in favor of their election. A majority of the votes cast have been voted in favor of BDO as the accountants for the fiscal year ended December 31, 2020.

Raymond Cohen
CEO and Director of the Board, Axonics, Inc

Okay. Thank you, Gary. I think we'll go to now. Will the Secretary please report the results? Now you're going to report the actual results now? Okay.

Aaron Pettit
General Counsel and Chief Compliance Officer, Axonics, Inc

Right. We have been informed by the Inspector of Elections that the votes have been counted, and each of the following persons has received a plurality of votes by the holders of common stock voting at the meeting or by proxy: Erik Amble, Juliet Bakker, Michael Carrel, Raymond Cohen, Jane Kiernan, Robert McNamara, and Dr. Nancy Snyderman. Accordingly, Mr. Amble, Ms. Bakker, Mr. Carrel, Mr. Cohen, Ms. Kiernan, Mr. McNamara, and Dr. Snyderman have been elected as the Directors of the company, each to serve for a one-year term expiring on the date of the company's 2021 Annual Meeting of Stockholders, and until his or her successor has been duly elected and qualified, or his or her earlier resignation, removal, or death.

I have been further advised the holders of the majority of the shares of common stock voting at the meeting, or by proxy, have voted to ratify the selection of BDO USA, LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020, that, accordingly, Proposal 2 has been approved.

Raymond Cohen
CEO and Director of the Board, Axonics, Inc

Okay, thank you. Mr. Wozniak, the Inspector of Elections, will furnish a written report of the final vote count with respect to the matters voted on today, and Mr. Pettit, as Secretary of this meeting, will also include the report in the minutes of the meeting. I thank you all for attending today's meeting. The business of the meeting is now concluded. I want to thank all of you for your continued support of Axonics. We will now proceed to answer any questions, if there are any. As noted in the Proxy Statement, stockholders could submit questions before the annual meeting. We'll take some time to answer any questions that are germane to the meeting. We'll pause a moment to see if there are any. I have been informed that there are none. That concludes the question and answer period.

We thank you again for your participation in this meeting. We appreciate your support. We wish everybody a good afternoon. Thank you so much.

Operator

Thank you, ladies and gentlemen. This does conclude today's shareholder meeting. Thank you for your participation, and have a wonderful day.