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AGM 2020

May 27, 2020

Operator

Good day, ladies and gentlemen, and thank you for standing by. Welcome to the Illumina, Inc. annual meeting. At this time, I would like to turn the conference over to Mr. Francis deSouza.

Francis deSouza
President and CEO, Illumina

Good morning. I want to welcome all of you to the annual meeting of the stockholders of Illumina, Inc. I'm Francis deSouza, Illumina's President and CEO, and I will preside as the chair of this meeting. It is 10:00 A.M., and I will call the meeting to order. This morning, our program will proceed as follows. First, we will conduct the official business of the 2020 annual meeting. Following that, we will open the meeting to a question and answer session. Please note that stockholders who desire to ask a question may do so by presenting their question in writing where indicated on the webcast portal for this meeting. Only stockholders will be permitted to present questions, and you must have the control number provided with your proxy materials to do so.

We will review and answer questions submitted to the webcast portal during the question and answer session for up to 15 minutes. I would like to begin by noting the presence at this meeting of Mr. Charles Dadswell, Senior Vice President, General Counsel, and Corporate Secretary, and Mr. Sam Samad, Senior Vice President and Chief Financial Officer. Mr. John Clift is also present, representing Ernst & Young, our independent public accountants. Mr. Dadswell has been appointed to act as the Inspector of the Election to examine and tabulate proxies and ballots at the meeting. I will now turn the meeting over to him to cover the procedural portion of the meeting. Chuck?

Charles Dadswell
SVP, General Counsel, and Corporate Secretary, Illumina

Thank you, Francis. To begin, I'd like to mention that if there is any stockholder present who intends to vote but has not yet done so, you may vote online where indicated through the webcast portal for this meeting. You will need to have the control number provided with your proxy materials in order to vote. You may vote until the adjournment of the formal portion of the annual meeting, at which time the polls will be closed. We have a list of registered stockholders of the company as of March 30th, 2020, which shows that as of March 30th, 2020, 146,814,271 shares of common stock were entitled to vote at the meeting. On or about April 16th, 2020, the notice of annual meeting stockholders was mailed to all the stockholders of record as of March 30th, 2020.

The list of stockholders will remain available for inspection by the stockholders through the webcast portal during the meeting. After the meeting, it will be filed with the records of the company. A preliminary count of the shares represented in person or by proxy at this meeting indicates that the holders of the majority of the outstanding shares of common stock of the company as of the record date, are present in the meeting in person or by proxy, thus constituting a quorum. The meeting is therefore duly convened and open for business. As stated in the notice of this meeting, there are four items to be considered and voted upon by the stockholders this year. First, to elect four director nominees named in the proxy statement, each of whom will serve for one year.

Second, to ratify the appointment of Ernst & Young as the company's independent registered public accounting firm for the fiscal year ending January 3rd, 2021. Third, to hold an advisory vote to approve the compensation paid to the company's named executive officers as disclosed in the proxy statement. Last, to hold an advisory vote on a stockholder proposal regarding political disclosures. To expedite the flow of business at this meeting, we intend to adhere to the following order of business. Each of the matters will be acted upon by the stockholders at this meeting will be presented in the order reflected in the proxy statement. The first item is the election of directors. At this meeting, Ms. Dorsa, Dr. Epstein, Dr. Gottlieb, and Mr. Schiller have been nominated for election to serve as directors until the 2021 annual stockholders meeting.

Each of our director nominees currently serves on the board of directors. Our bylaws require that a director nominee be elected only if he or she receives a majority of the votes cast with respect to his or her individual and uncontested election. If a nominee who currently serves as director is not reelected, Delaware law provides that director would continue to serve on the board as a hold-over director. Under our corporate governance guidelines, each director submits an advance, contingent, irrevocable resignation that the board may, at its discretion, accept or reject if stockholders do not reelect that director. In that situation, our governance committee would make a recommendation to the board on whether to accept or reject the resignation or take other action.

The second item being voted on is the ratification of Ernst & Young as the company's independent registered public accounting firm for the fiscal year ending January 3rd, 2021. The vote of a majority of the shares present and entitled to vote at this meeting is required to approve this item. The third item is to hold an advisory vote to approve the compensation paid to the company's named executive officers as disclosed in the proxy. The vote of a majority of the shares present and entitled to vote at this meeting is required to approve this item. Next, we'll now move on to the stockholder proposal submitted by John Chevedden on behalf of James McRitchie, requesting that the company provide disclosures regarding political contributions.

The vote of a majority of the shares present and entitled to vote at this meeting is required to approve this item on an advisory basis. The stockholder proponent will present the proposal. Mr. McRitchie, please introduce yourself and the proposal.

James McRitchie
Shareholder, CorpGov.net

Good morning. This is James McRitchie of corpgov.net, introducing shareholder proposal number four, political contributions disclosure. This proposal requests Illumina.

Provide a semi-annual report disclosing policies and procedures on political contributions, as well as expenditures, both direct and indirect. Disclosure is in the best interest of the company and its shareholders. The Supreme Court recognized this in its 2010 Citizens United decision, which said, "Disclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way. This transparency enables the electorate to make informed decisions and give proper weight to different speakers and messages." Unfortunately, such disclosure is not legally required, and relying on publicly available data does not provide a complete picture of our company's electoral spending. This proposal asks the company to disclose all of its electoral spending, including payments to trade associations and other tax-exempt organizations currently hidden, which may be used for electoral purposes.

This would bring our company in line with a growing number of leading companies, including Alexion Pharmaceuticals, Celgene, and Biogen, which present this information on their website. Proposals on this topic at Talen Energy, Cognizant Technology Solutions passed this year despite board opposition. This year, shareholders of Centene Corporation, J.B. Hunt Transport Services, and Western Union have also passed similar proposals. Please join with those other responsible shareholders and vote for proposal number four, disclosure of political contributions. What could be more important in this election year? Thank you very much.

Charles Dadswell
SVP, General Counsel, and Corporate Secretary, Illumina

Thank you, Mr. McRitchie. Let me take a minute to share with you the board's position on this matter, as further described in the proxy statement. Illumina is a nonpartisan science and innovation-focused company committed to improving human health by unlocking the power of the genome. We're also committed to transparency and accountability. However, we believe the cost of providing the information requested by the stockholder proposal would significantly exceed the value of such information would have to our stockholders. Furthermore, we believe the adoption of this proposal is unmerited given our current practices with respect to political spending. For example, we've made no direct contributions to candidates for office at any level.

We've made no direct contributions to support or oppose any ballot referendum, except for a $50,000 contribution in support of a local ballot measure designed to support infrastructure improvements and homelessness alleviation in San Diego, the location of our headquarters. We do not have a company political action committee, we limit our trade association membership to those few that are highly relevant to our business. As a result, the board unanimously recommends that our stockholders vote against this stockholder proposal. We will now turn to the preliminary results of the voting. Based on a preliminary examination of the proxies reviewed and the online votes received, the proposed slate of directors has received significant votes to elect each of the nominees to the board of directors. The proposal to ratify Ernst & Young as the company's independent registered public accounting firm has also received sufficient votes to be approved.

The proposal to approve, on an advisory basis, the compensation paid to the company's named executive officers as disclosed in the proxy statement, has been approved. The stockholder proposal to enhance election-related disclosures is too close to call based on the preliminary votes received prior to this meeting. The results of this vote will be reported with the final voting results on Form 8-K to be filed with the Securities and Exchange Commission within the next four business days. I hereby direct the final results of the voting to be incorporated into the minutes of this meeting. Francis, back to you.

Francis deSouza
President and CEO, Illumina

Thank you, Chuck. Because no other stockholder gave notice of an intent to nominate directors pursuant to Section 2.13 of the company's bylaws or to propose other business at this meeting pursuant to Section 2.15 of the company's bylaws, this concludes the time for the presentation of nominations and proposals. Accordingly, the meeting is adjourned. Before we address any questions or comments that relate to the business of the company, let me first qualify any remarks by emphasizing that during the course of this discussion, we may make forward-looking statements regarding future events or the future performance of the company. Actual events or results could, of course, differ materially. Moreover, we are not undertaking any obligation to provide updates in the future.

We refer you to the documents the company files from time to time with the Securities and Exchange Commission, specifically, the company's most recent Forms 10-K and 10-Q and other reports filed with the SEC. These documents contain and identify important factors that could cause actual results to differ materially from those contained in any forward-looking statements. At this time, we will spend up to 15 minutes to address any questions and comments that relate to the business of the company. If time doesn't permit us to answer all of the submitted questions, we will answer them in writing on our investor relations website at www.investor.illumina.com after the meeting. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.

Sam Samad
SVP and CFO, Illumina

Our first question, how do you expect COVID-19 to affect the company's business and performance, both in the short and the long term?

Francis deSouza
President and CEO, Illumina

First, let me start by saying that, obviously, our thoughts are with everyone who is directly impacted and whose families are directly impacted by this pandemic. At Illumina, our priority is first to make sure that our employees are continuing to be safe. Secondly, that we continue to operate the business to provide our products to customers that deliver essential services to the market, some related to the pandemic, but others in the fields of oncology, for example, or reproductive health. In the near term, as we talked about on the earnings call, we do expect that the pandemic provides a headwind to our business, certainly as we go through this quarter and over the coming months for the rest of the year.

This is primarily because some of our customers in academic labs are sheltered in place at home and aren't able to go into the labs to conduct the research they would like to conduct. Similarly, in some areas, we see people not accessing medical services as much as they would. Those things provide a headwind in the near term to the business. On the other side, there's clearly customers that are using our products in service of combating the pandemic. We're seeing that showing up in a number of areas. We're seeing customers that are doing research related to the pandemic around understanding, for example, how the virus is evolving as it spreads, but also trying to understand why people have different reactions to the virus, why some people have a very mild case of COVID, whereas others are much more severely impacted.

There's a set of research activities going into understanding the disease, but also creating the data for things like vaccines and therapies. In addition, there are customers who are using our products as part of a surveillance capability to understand the transmission of the vector, how it's evolving, and also understand the geographic transmission of the vector. Thirdly, there are customers that are using our products to provide diagnostic capacity into the market. Finally, we're talking to customers who are interested in deploying a high throughput screening capability for healthy individuals as part of a back-to-school or back-to-work initiative. While in the near term, there are some headwinds associated with the pandemic, it really is making it more clear that there is a role for sequencing to play in fighting this pandemic, future pandemics, and infectious diseases in general.

Sam Samad
SVP and CFO, Illumina

Our next question: what has Illumina done with respect to ESG issues in the past year?

Francis deSouza
President and CEO, Illumina

Yeah. We've had a heightened focus on ESG in the last year across a number of fronts. To really get full color around the work that we're doing, I'd encourage you to look at our report that we published over the last few weeks that is available on our website, our corporate social responsibility report, that does a really nice job, I believe, comprehensively going through the work we're doing around ESG in terms of sustainability, whether it's how we run our facilities, how we think about building sustainability into the products that we put into the market, but also our commitment to longer-term guidelines associated with sustainability. In terms of the pillars, our work around genomics lends itself very naturally to a CSR mission.

Part of what we want to do is, for example, make sure that genomics is accessible to people around the world, and there are a number of things that we are doing, including an iHope program, for example, to make genomics more accessible. Whether it is making genomics accessible, helping drive an agenda around education for genomics, or doing sustainability practice to be a good steward of our planet's resources, there is a lot of activities we have going on there that are in the Corporate Social Responsibility Report. It is the first one that we have put out. We will continue to do that on a regular basis going forward.

Sam Samad
SVP and CFO, Illumina

There are no further questions at this time.

Francis deSouza
President and CEO, Illumina

If there are no further questions, then we will conclude the webcast. Thank you all for participating.

Operator

Ladies and gentlemen, thank you for participating in today's conference. This concludes the program. You may now disconnect. Everyone, have a wonderful day.