Innoviva, Inc. (INVA)
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AGM 2021

May 14, 2021

Speaker 1

Good morning. I'm Pagel Reifold, Chief Executive Officer of Innoviva Inc. And it's a pleasure to welcome you to our Annual Meeting of Stockholders. This meeting is now called to order. On behalf of our directors, officers and employees, I want to thank you for joining us at our virtual MEO meeting of stockholders.

We hope this forum will allow us to increase shareholder participation. Following the official items of business, we will answer questions submitted on the website. If you have logged into the meeting with your control number, you might ask a question by typing it into the box at the bottom of the screen anytime during this meeting. Before we begin, I would like to introduce the company's directors and officers who are with us on the webcast today. George Bickerstaff, Deborah Birx, Marc DuPont, Bruce Hammelis Adisius Kostas Sarah Pleasen here and Marianne Vem, our Chief Accounting Officer.

I will now turn to procedural matters and the formal business of the meeting. The record date for the meeting was March 29, 2021. Only stockholders of record on the close of business on that date are entitled to vote at this meeting. The proxy materials were first mailed on or about April 2, 2021 to all stockholders of record and will be maintained with the minutes of this meeting. Tracy Oates has been appointed as the Inspector of Elections for the meeting, and she has signed an oath of office, which is available for your examination and will also be filed within minutes of this meeting.

I will serve as secretary for purposes of this meeting. We have present online or by proxy a sufficient number of shares to constitute a quarrel. So the meeting is duly constituted. I have been authorized by the Board to hold and act upon proxies solicited and received by the company in connection with this meeting. We will vote by proxy and by ballot today.

If you have voted by intranet or telephone or sent in your proxy card and do not intend to change your vote, then it's not necessary that you vote because we will count your proxy. If you have not yet submitted a proxy card and wish to vote on these items or wish to revoke a proxy card you have previously signed, you may vote your shares by clicking on the vote here button on your screen now. You will need the control number provided on your proxy in order to vote your shares online. We will now pause to allow stockholders to vote. The results of the voting will be reported at the end of this meeting.

As described in the proxy materials, there are 3 items on the agenda today. Each of these items has been described in the proxy materials previously delivered to all stockholders of record for the meeting. Discussion of each matter will be invited as it is presented. I ask that discussion be limited to the matter at hand. Once again, if you have logged into the meeting with your control number and would like to ask a question, you may do so by typing your question into the box at the bottom of the screen.

We will prioritize questions that relate to proposals considered at this meeting. If you have general questions about Innoviva, please include your contact information so we can respond directly to you after the meeting. Does anyone have any questions regarding procedural matters before we begin to vote? The first item on which we are voting today is to elect 6 directors. George Bickerstaff, Deborah Birx, Barty Pola, Jules Harmowitz, Adesis Kostas and Sarah Schlesnmann, each for a 1 year term expiring in 2022.

Is there any discussion on this matter? The second item on which we are voting today is to approve a non binding advisory basis in Aviva's 2020 executive compensation. Is there any discussion on this matter? The 3rd item on which we are voting today is to ratify the appointment of Grant Thornton, LLP as Innoviva's independent registered public accounting firm for the fiscal year ending December 31, 2021. Is there any discussion on this matter?

For those of you who are voting here, please submit online accordingly and indicate the way you wish to vote. We have completed the tally of the votes. Tracey Oates, the Inspector of Elections, will report the results.

Speaker 2

The preliminary results are as follows. Of the 101, 408, 012 shares of common stock eligible to vote at this meeting, a total of approximately 90, 795, 743 shares common stock were actually present or represented by proxy. This represents a vote by approximately 89.53 percent of the total shares eligible to vote. The first proposal was to approve the election of 6 directors to serve on Innoviva's Board of Directors. I hereby declare that each of the 6 nominees, George Bickerstaff III, Deborah Birx, Mark DiPaolo, Jules Jaimevitz, Odysseus Costas and Sarah Schleicinger received the requisite majority of votes cast in their favor and are each elected for a 1 year term expiring in 2022.

The second proposal was to approve on a non binding advisory basis Innoviva's 2020 executive compensation, An aggregate of approximately 57.50 percent of the total shares represented and voting at the meeting was voted in favor of this proposal. I hereby declare that the proposal has been passed by the necessary vote. The 3rd proposal was to ratify the selection of Grant Thornton LLP as Innoviva's independent registered public accounting firm for the fiscal year ending December 31, 2021, an aggregate of approximately 99 point 7 0% of the total shares represented and voting at the meeting was voted in favor of this proposal. I hereby declare that the proposal has been passed by the necessary vote. Mr.

Rayfield?

Speaker 1

Thank you. I want to thank shareholders for their support. If GSK votes are excluded, approximately 90% of the votes were in favor of our directors. Executing our strategy to create value for the benefit of all shareholders. This brings the formal business portion of the meeting to an end.

At this point, we would be happy to take your questions. Once again, if you have logged into the meeting with your control number and would like to ask a question, you may do so now by typing your question into the box at the bottom of the screen. We will prioritize questions that relate to proposals considered at this meeting. If you have general questions about Innoviva, please include your contact information so we can respond directly to you after the meeting. We will now pause to allow questions to be submitted.

With no questions. If at any event that you wish to have answered, please contact our Investor Relations at 212-486-9500. I would like to conclude by thanking everyone again for participating in today's meeting and for your continued support of Innoviva. The meeting is now adjourned.

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