Fortress Biotech, Inc. (FBIO)
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AGM 2024

May 23, 2024

Operator

Welcome to the Fortress Biotech Annual Meeting. I'll now hand it over to Dr. Lindsay A. Rosenwald, Executive Chairman, President, and CEO of Fortress Biotech.

Lindsay A. Rosenwald
Executive Chairman, President, and CEO, Fortress Biotech

Good morning. I'm Lindsay A. Rosenwald, Executive Chairman, President, and CEO of Fortress Biotech, and I will be presiding over today's virtual meeting of stockholders. On behalf of our company, I want to welcome you to our 2024 Annual Meeting of Stockholders, which is now formally called to order. We are very pleased to have each of you in attendance at today's virtual meeting. Let me begin by introducing the directors of the company in attendance via remote communication with us today: Jimmie Harvey, Malcolm Hoenlein, Dov Klein, J. Jay Lobell, Kevin Lorenz, Lucy Lu, Michael Weiss. Also present here is Mark Drozdowski of KPMG LLP, our independent auditors for the year ended December 31st, 2023. Rakesh Gopalan of Troutman Pepper Hamilton Sanders LLP, our legal counsel.

David Jin, our Chief Financial Officer, who will serve as Secretary of the meeting, and Jennifer Borden, who will serve as Inspector of Elections of the meeting. Our order of business this morning will be to accept the motions to be considered, collect the votes, and then receive a report from the Inspector of Elections about the results. If you have any questions, please submit them to ir@fortressbiotech.com, and we will address them after the meeting. This brings us to the first item on the agenda, which is the determination of a quorum. The bylaws and Delaware law provide that the presence, in person or by proxy, of the majority of the shares of stock issued and outstanding on the record date, constitutes a quorum. Jennifer, do we have a quorum?

Jennifer Borden
Inspector of Elections, Fortress Biotech

Yes, we do. A majority of the shares of stock issued and outstanding as of the record date, March 27, 2024, are represented at the meeting.

Lindsay A. Rosenwald
Executive Chairman, President, and CEO, Fortress Biotech

Thank you, Jennifer. There are five motions to be voted on by the stockholders. The first motion is the election of Lindsay Rosenwald, Jimmie Harvey, Malcolm Hoenlein, Dov Klein, J. Jay Lobell, Kevin Lorenz, Lucy Lu, and Mike Weiss as directors to hold office until the annual meeting in 2025, or until their successors have been elected and qualified. The second motion is to ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for the year ending December 31, 2024. The third motion is to approve an amendment to the company's 2013 Stock Incentive Plan, as amended, to increase the number of shares of the company's Common Stock issuable thereunder by 10 million, and increase the annual share limit for participants pursuant to grants of stock options and Stock Appreciation Rights.

The fourth motion is to approve an amendment to the company's 2012 Employee Stock Purchase Plan, as amended, to increase the number of shares of the company's Common Stock issuable thereunder by 1 million, and increase the number of shares eligible for purchase during an offering. The fifth motion is to approve an amendment to the company's Amended and Restated Long-Term Incentive Plan, to extend the term of the plan to July 15, 2035, and make certain related changes. All stockholders of record as of March 27, 2024, are entitled to vote at this virtual meeting and have the ability to do so online.

If there is any stockholder of record as of March 27th, 2024, who has not voted by proxy and now wants to vote, or who has previously voted by proxy but now wants to change that vote, you may now vote online by following the instructions available on the virtual meeting website. If you have already sent in your proxy card and do not want to change your vote, you do not need to do anything now. Okay, then I'll now call the question on the following resolutions. Resolve that the following persons hereby are elected as directors of the company to serve until 2025 Annual Meeting of Stockholders, or until their successors are elected and qualified: Lindsay Rosenwald, Jimmie Harvey, Malcolm Hoenlein, Dov Klein, J. Jay Lobell, Kevin Lorenz, Lucy Lu, and Michael Weiss.

RESOLVED that the appointment of KPMG LLP to serve as the company's independent registered public accounting firm for the year ending December 31st, 2024, is hereby ratified. RESOLVED that the company's 2013 Stock Incentive Plan, as amended, is hereby amended to increase the number of shares of the company's Common Stock issuable thereunder by 10 million, and increase the annual share limit for participants pursuant to grants of Stock Options and Stock Appreciation Rights. RESOLVED that the company's 2012 Employee Stock Purchase Plan, as amended, is hereby amended to increase the number of shares of the company's Common Stock issuable thereunder by 1 million, and increase the number of shares eligible for purchase during an offering. RESOLVED that the company's Amended and Restated Long-Term Incentive Plan is hereby amended to extend the term of the plan to July 15, 2035, and make certain related changes.

At this moment, I'm going to officially close the polls. I want to thank everyone for your participation. I'll now ask the Inspector of Elections to report on the vote.

Jennifer Borden
Inspector of Elections, Fortress Biotech

Mr. Chairman, based on the preliminary results, all of the nominees for director have been approved. The motion to ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for the 2023 fiscal year has been approved. The amendment to the 2013 Stock Incentive Plan, increasing the number of shares of the company's Common Stock issuable thereunder, and increasing the annual share limit for participants pursuant to grants of Stock Options and Stock Appreciation Rights, has been approved. The amendment to the 2012 Employee Stock Purchase Plan, increasing the number of shares of the company's Common Stock issuable thereunder by 1 million, and increasing the number of shares eligible for purchase during an offering, has been approved.

The amendment to the Amended and Restated Long-Term Incentive Plan, extending the term of the plan to July 15, 2035, and making certain related changes, has been approved.

Lindsay A. Rosenwald
Executive Chairman, President, and CEO, Fortress Biotech

Thank you, Jennifer. That completes our formal business for today and concludes the 2024 Annual Stockholders Meeting. Thank you for joining today and for your support of Fortress Biotech, Incorporated. Let me now formally close this meeting.

Operator

The meeting has now concluded. Thank you for joining. You may now disconnect.

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