Bionano Genomics, Inc. (BNGO)
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Apr 24, 2026, 2:18 PM EDT - Market open
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AGM 2021

Aug 31, 2020

Erik Holmlin
President, CEO and Secretary, Bionano Genomics

Good morning. I am Erik Holmlin, the Chief Executive Officer, Secretary, and a Director of Bionano Genomics. I am very happy to welcome you to the August 31, 2020, special meeting of stockholders. Before I call the meeting to order, I would like to introduce you to members of our business team who are with us today. Since the meeting is being held virtually via live webcast, we have stockholders attending via the web portal. The other officer of Bionano here today is Mark Oldakowski, our Chief Operating Officer. I would also like to introduce Brandon Marsh, who is present and representing Cooley, Bionano's outside counsel. The meeting will now officially come to order, and we will proceed with the formal business of the meeting as set forth in the notice of special meeting and proxy statement.

After the formal part of our meeting, we will give you an opportunity to ask any questions. In my capacity as the Secretary of Bionano, I will now report with respect to the mailing of the notice of the meeting and the stockholders' list. I have at this meeting a complete list of stockholders of record of our common stock on July 27, 2020, the record date for this meeting. I also have an affidavit certifying that on August 3, 2020, a notice of special meeting and proxy statement was deposited in the United States mail to all stockholders of record as of the close of business on August 3, 2020. I have been appointed to act as Inspector of Election at this meeting and have taken and subscribed to the customary oath of office to execute my duties with strict impartiality.

We will file this oath with the records of this meeting. In my role as Inspector, my function is to decide upon the qualifications of voters, accept their votes, and when balloting on all matters is completed, to tally the final votes. In my capacity as Secretary of Bionano, I will now report with respect to the existence of a quorum. A preliminary count of the stock represented in person or by proxy at this meeting indicates that the holders of 62.75% of the outstanding shares of common stock entitled to vote at the meeting are present in person by virtual attendance or by proxy. This constitutes a quorum for the meeting today, and we may now proceed with the formal business of this meeting. There are two proposals to be considered by stockholders at this meeting. The time is 10:00, is now 10:03 AM.

Pacific Time on Monday, August 31, 2020, and the polls are now open for voting on all matters to be presented. The polls will be closed to voting after we go through the matters to be voted on. The rules of conduct for the meeting are posted on the special meeting portal. We ask that you follow these rules, and we will address questions during the Q&A portion of the meeting. If you have a question, please submit it by entering it into the Ask a Question text box in the special meeting portal. The first item of business is the approval of an amendment to Bionano amended and restated certificate of incorporation to increase the number of authorized shares of common stock of Bionano Genomics from 200 million- 400 million shares. Is there any discussion?

The second item of business is the approval of the adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the foregoing proposal. Is there any discussion? Okay. Voting is by proxy and online ballots. You do not need to do anything if you have already sent in your signed proxy, previously voted online or by telephone, or if you have submitted your proxy or voted online at this meeting. If you have not voted and would like to vote now, or if you would like to change your vote, click the Vote Here button in the special meeting portal and follow the instructions. We'll pause for a moment to give anyone who hasn't yet voted a chance to vote. Each share of our common stock is entitled to one vote. Okay. The time is 10:05 AM.

Pacific Time, and the polls are now closed for voting for all proposals other than proposal one relating to the amendment of Bionano amended and restated certificate of incorporation to increase the authorized number, authorized shares of common stock from 200 million- 400 million shares. The report of the Inspector of Election covering the proposals presented at this meeting is as follows. With respect to the proposal to approve an amendment to Bionano amended and restated certificate of incorporation to increase the number of authorized shares of common stock from 200 million- 400 million, the holders of approximately 75.7% of the shares represented at the meeting or approximately 47.5% of the total number of shares entitled to vote as of the record date for the meeting were voted for this proposal.

As such, there are not yet sufficient votes to approve this proposal, and the meeting will be adjourned, and the polls for this proposal will remain open as will be discussed later in this meeting. The proposal to approve the adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the foregoing proposal is carried. We expect to report our preliminary voting results or, if available to us on a timely basis, our final voting results on a current report on Form 8-K to be filed with the SEC within four business days after the end of this portion of the meeting. If not earlier reported, we expect to report our final voting results in an amendment to our Form 8-K within four business days after the final results are known to us.

This meeting will now be partially adjourned and will reconvene on Tuesday, September 29, 2020, at 10:00 AM Pacific Time. Stockholders can attend the reconvened meeting at the same virtual meeting link and using the same access code that was used for this portion of the meeting. There will be one proposal to be considered by our stockholders at the reconvened meeting. The approval of an amendment to Bionano Genomics' amended and restated certificate of incorporation to increase the number of shares of common stock from 200 million- 400 million. All stockholders of record on the original record date of July 27, 2020, are welcome to attend the reconvened meeting, and stockholders who are voting by proxy may vote or revoke or change their vote as to the proposal to be considered at the reconvened meeting. This concludes the formal portion of today's meeting.

We will now entertain questions from stockholders. If you have any questions, please enter them into the web portal now. Thank you for your comments and your questions, and we will address appropriate questions by responding individually to stockholders who have included their names and email addresses. Thank you for attending our August 31, 2020, special meeting of stockholders. The meeting is now adjourned.

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