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AGM 2021

Apr 28, 2021

Operator

Good morning, and welcome to the 2021 Moderna Annual Stockholders Meeting. I would now like to introduce the first presenter, Noubar Afeyan, Chairman of the Board.

Noubar Afeyan
Chairman of the Board, Moderna

Good morning. I'm Noubar Afeyan, Chairman of the Board of Moderna. Thank you for joining us this morning, and welcome to the Moderna 2021 Annual Stockholders Meeting. Although our company has made significant strides in helping combat the pandemic, today's meeting will be held virtually again, and we appreciate your understanding of the precautions we've taken. Before I call the meeting to order, I'd like to introduce to you the members of the Board and the executives who are joining us today. I'm accompanied in person from our offices in Cambridge by Stéphane Bancel, our CEO, and fellow Director. The rest of the Board is joining us virtually today. They include Stephen Berenson, Sandra Horning, Bob Langer, Betsy Nabel, François Nader, Paul Sagan, and Liz Tallett.

The officers of the company joining us in person and virtually today are Juan Andres, Marcello Damiani, Tracey Franklin, Lori Henderson, Stephen Hoge, Corinne Le Goff, David Meline, and Tal Zaks. Ms. Henderson, Moderna's General Counsel and Corporate Secretary, will serve as the secretary for this meeting. Before proceeding, let me just say, on behalf of the Moderna Board, how impressed and how much gratitude we feel towards this leadership team and the whole company for the sacrifices and effort put in during 2020, a crucial year for the company, for the biotech industry, and for the world, and being able to accomplish so much. I'd also like to introduce Pam Kelleher of Ernst & Young, Moderna's independent registered public accounting firm, who is available to respond to appropriate questions. The meeting will now officially come to order.

We will proceed with the formal business of the meeting as set forth in your notice of annual meeting and proxy statement, which was sent to all shareholders of record as of the close of business on March 1st, 2021. Following the presentation of the proposals and before the polling is closed, there will be an opportunity for shareholders to submit questions specific to those items. After the formal part of our meeting, I will ask Stéphane to join me in addressing the questions we received from shareholders in advance of the meeting, and to the extent time permits, we will also address questions that are submitted by shareholders through the virtual meeting platform. The meeting will be conducted in accordance with the rules of conduct that you have access to on the meeting website.

Will the Secretary please report at this time with respect to the mailing of the notice of the meeting and the stockholders list?

Lori Henderson
General Counsel and Corporate Secretary, Moderna

Thank you, Mr. Chairman. We have posted on the virtual platform a complete list of the stockholders of record of the company's common stock on March 1, 2021, the record date for this meeting. Shareholders of record on that date are entitled to vote in this meeting. A duplicate record of the list of stockholders has been on file with the Secretary of the company for the last 10 days prior to the date of this meeting, and has been available for inspection by any stockholder during that period at any time during normal business hours in accordance with Delaware law.

I also have an affidavit certifying that on March 11, 2021, the company's annual report on Form 10-K, annual meeting notice, proxy statement, and proxy cards were deposited in the United States Mail to each of the stockholders of record at the close of business on March 1, 2021, designated to receive full set delivery.

Noubar Afeyan
Chairman of the Board, Moderna

At this time, I'd like to introduce Jennifer Borden. Ms. Borden has been appointed by the Board to act as Inspector of Election at this meeting. She has taken and subscribed the customary oath of office to execute her duties with strict impartiality. We will file this oath with the records of the meeting. Her function is to decide upon the qualification of voters, accept their votes, and when balloting on all matters is completed, to tally the final votes. Will the Secretary please report [audio distortion] t o tally the final votes? Will the Secretary please report at this time with respect to the existence of a quorum?

Lori Henderson
General Counsel and Corporate Secretary, Moderna

I have been informed by the Inspector of Election that proxies have been received for at least a majority of the shares of common stock outstanding on the record date. This constitutes a quorum for the meeting today. We may now carry out the official business of the meeting.

Noubar Afeyan
Chairman of the Board, Moderna

Will the Secretary please review the voting procedures?

Lori Henderson
General Counsel and Corporate Secretary, Moderna

Voting today is by proxy and virtual ballot. It is not necessary for stockholders to vote by virtual ballot if they have already submitted their proxy cards unless they wish to change their vote. Virtual ballots are available for any stockholder who wishes to vote by virtual ballot or to change their vote. Stockholders who are logged in using their control number may change their vote by clicking on the vote link on the website. Your submission of a virtual ballot will revoke all prior proxies. Each share of common stock is entitled to one vote.

Noubar Afeyan
Chairman of the Board, Moderna

We will now proceed with the formal business of this meeting in the agenda that is accessible to you on the meeting website. There are three matters to be considered by the stockholders at this meeting: the election of Directors, approval of a non-binding advisory vote to approve the compensation of our executive officers, and the ratification of the independent registered public accounting firm, Ernst & Young LLP, for the year ended December 31st, 2021. The Secretary will now declare the polls open.

Lori Henderson
General Counsel and Corporate Secretary, Moderna

The virtual voting tab is now open for voting on all matters to be presented. The virtual voting tab will be closed to voting after we go through the matters to be voted on. Questions that are specific to these items may be submitted on the platform.

Noubar Afeyan
Chairman of the Board, Moderna

The first item of business is the election of the Class III Directors to serve until the 2024 annual meeting and until their successors are duly elected and qualified or such directors' earlier death, resignation, or removal. Based on the recommendation of the nominating and governance committee of the Board, the nominees for Class III Director are Bob Langer, Betsy Nabel, and Liz Tallett. All three nominees are current members of our Board, and all three have consented to serve if elected. For proposal one, the election of our Class III Directors requires a plurality vote of the shares of common stock entitled to vote. No other persons having been nominated in accordance with the company's amended and restated bylaws, the nominations are now closed. The Board of Directors unanimously recommends that stockholders vote in favor of this proposal.

The second item of business today is the approval of a non-binding advisory basis of the compensation of our named executive officers. As required by Section 14(a) of the Exchange Act, the Board is providing the stockholders an opportunity to approve, on a non-binding advisory basis, the compensation of our named executive officers as described in detail in the proxy. The Board unanimously recommends that stockholders vote for approval on a non-binding advisory basis of the compensation of the company's named executive officers. The third item of business today is the ratification of the selection by the audit committee of the board of directors of Ernst & Young LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2021. For proposal three, a majority of the votes properly cast is required in order to ratify the appointment of Ernst & Young.

In the event that a majority of the votes properly cast do not ratify this appointment of Ernst & Young, we will review our future appointment of Ernst & Young. We will now proceed with the voting. Anyone who's voting by virtual ballot and has not already done so during the meeting, please click on the Voting button on the virtual platform and mark your virtual ballot now. We will give everyone a moment to mark their virtual ballots. The Inspector of Elections will not accept virtual ballots, proxies, or votes, or any changes or revocations submitted after the closing of the polls. The time is 8:09 A.M. on April 28, 2021, and the polls for each matter to be voted on at this meeting are now closed for voting. No additional virtual ballots, proxies, or votes, and no changes or revocations will be accepted.

May we have the preliminary results of the voting?

Lori Henderson
General Counsel and Corporate Secretary, Moderna

The preliminary report of the Inspector of Elections covering the proposals presented at this meeting is as follows. Regarding the first proposal, each of Bob Langer, Betsy Nabel, and Liz Tallett has received the requisite number of votes in favor of his or her election and has been elected as a Class III director. The second proposal, to approve on a non-binding advisory basis the compensation of our named executive officers, has received the requisite number of votes in favor, and the compensation of the named executive officers is approved. The third proposal, to ratify the selection of Ernst & Young LLP as the company's independent registered public accounting firm for the year ending December 31, 2021, has received the requisite number of votes in favor of their ratification. Their appointment is ratified.

The final results of voting, including any virtual ballots and proxies recorded during the meeting, will be set forth in the report of the Inspector of Elections and will be included in the minutes of the meeting. We expect to report our final voting results on a current report on Form 8-K to be filed with the SEC within four business days.

Noubar Afeyan
Chairman of the Board, Moderna

I declare that all of the proposals presented at the meeting have been ratified or approved by the stockholders. There being no further business, the annual meeting is adjourned. Let me now ask Stéphane Bancel, our Chief Executive Officer, to join me by making a few remarks and to assist in addressing the questions that we received from shareholders in advance of the meeting. To the extent time permits, we will also address those questions that are submitted by shareholders during this meeting. Before doing so, let me just say once more a direct note of appreciation to Stéphane.

Only a few months ago marked the 10th anniversary of when he joined this journey to build Moderna. To look back at those 10 years and to see where we are only motivates us. I know him to think ahead over the next 10 years and to foresee what's possible in terms of the impact this company can have. Thank you, Stéphane. Over to you.

Lori Henderson
General Counsel and Corporate Secretary, Moderna

Before we begin, please note that during the Q&A session, we will be making forward-looking statements as contemplated by the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Please see the accompanying presentation on our SEC filings for important risk factors that could cause our actual performance and results to differ materially from those expressed or implied in these forward-looking statements. We undertake no obligation to update or revise the information provided during this presentation as a result of new information or future results or developments.

Stéphane Bancel
CEO, Moderna

Thank you, Lori. Thank you, Noubar, for the kind words. I'm lucky to have great support from a great team across the company and from the Board of Directors. Good morning or good afternoon, everybody. Thank you to all our shareholders for joining us this morning. We received a significant number of questions in advance of the meeting on a broad array of topics, and we would like to address those questions first. If we have time after going through these responses, we'll take questions from those of you joining us online this morning. I hope that those of you who are interested in Moderna's progress over last year have had the opportunity and taken the time to read my shareholder letter that we published in January, and it was included in the annual report.

Our proxy statement also provides more information on governance matters and our executive compensation. We are committed to providing you updates as we progress, as demonstrated recently by our Vaccines Day presentation two weeks ago. We hope you'll also join us next Thursday on May 6th, when we announce our earnings for the first quarter of 2021. Thank you to all of you who wrote with your congratulations, kind words, and thanks. The entire Moderna team is proud of the role we have been able to play in fighting the pandemic, and we appreciate hearing from you. Our success would not have been possible without your support, who shared our beliefs in the possibility of mRNA medicine.

We recognize that our work is not done, and we'll continue to work on producing as much vaccine as possible while also staying ahead of the virus as new variants emerge to do what we can to get the pandemic under control. Before I jump into answering questions, I think it's worth noting that most of the questions we received were focused on two major areas. First, our COVID-19 vaccine, mRNA-1273, and then Moderna's long-term strategy and developments for the rest of the platform. As I noted in my letter to shareholders, for 2021, we are focused on four strategic priorities. Priority number one, to maximize the impact of our COVID-19 vaccine access and value creation during the year. There were a number of questions on our COVID-19 vaccine, and I hope my answers will help illustrate how we aim to execute on this strategic priority.

The next three strategic priorities all look beyond COVID-19, and I hope you will keep these in mind as they also help frame the responses to many of your other questions. Those three other priorities are, priority number two for the company, accelerate the vaccine development to advance our infectious disease vaccine pipeline and bring new important vaccines to market. Priority number three, generate human proof of concept data in autoimmune disease, in cardiovascular diseases, in oncology, and in rare genetic diseases. Priority number four, continue to expand the use of mRNA technology to maximize the potential impact we can have on patients. We are not done on mRNA technology or science. We are just getting started. A number of you asked questions about our COVID-19 vaccine.

I encourage you to listen to a presentation we gave during Vaccines Day on April 14th, and that is available for replay on our investor relations webpage, where we address a number of questions that were submitted, particularly questions about our strategy for boosters and the length of protections provided by our mRNA-1273 vaccine. To summarize what we said there briefly, we are actively working on three different booster strategies, including, number one, a booster strategy that utilizes our original mRNA-1273, the vaccine currently authorized and used in many countries around the world. Our booster priority number two is a booster that is specific to the B.1.351 variant of SARS-CoV-2 virus, which was first identified in South Africa, which we refer to as mRNA-1273.351.

Our booster strategy number three is a booster that combines our original mRNA-1273, the one currently used, and mRNA-1273.351, and we refer as this third booster strategy mRNA-1273.211. We announced preclinical data for mRNA-1273.351 and mRNA-1273.211 ahead of Vaccines Day, and both were shown to increase neutralizing titers in mouse studies against the variant strains. A positive sign as we seek to stay ahead of the variants. Our phase II clinical study to evaluate the three approaches is ongoing, and we expect human data soon. We anticipate that there will be likely a need for booster against COVID-19 going forward. The number of doses we are capable of producing will depend in part on the ideal dosage, and we're currently testing boosters at 50 mcg and less.

I encourage you to listen to our [first] quarter earnings call next week, where we explain how our investment in new manufacturing capabilities at dosage level could impact our ability to produce boosters in 2022, as well as our Vaccine Day update. If you recall, our current vaccine regimen requires two doses at 100 mcg. A booster of only 50 mcg could allow us to reach 4x as many individuals for boosters as with the original vaccination series. We also have announced data that was published in the New England Journal of Medicine, demonstrating that antibodies persisted in vaccinated individuals up to six months after the second dose of mRNA-1273. Additionally, ahead of Vaccine Day, we announced data from a COVE study demonstrating that mRNA-1273 continues to confer a high level of protection six months after vaccination.

The COVE study updated case counts showed greater than 90% efficacy for mRNA-1273 six months after vaccination and greater than 95% protection against severe case of COVID-19. We will continue to evaluate the efficacy of the vaccine over time as part of the COVE study and to share the data externally. We received several questions on when we think our vaccine might be available for adolescent and pediatric populations. As we disclosed at Vaccines Day, our clinical trials are ongoing. Our TeenCOVE study for 12 to 17 years old is fully enrolled. We are enrolling our KidCOVE Study, which is testing the vaccine in children aged six months to 11 years old. A handful of shareholders asked whether we plan to supply our COVID-19 vaccine to COVAX and low-income countries, with some question about providing specific countries with a vaccine.

We continue to have discussions with COVAX to provide a meaningful amount of vaccine to help combat the pandemic in low and middle-income countries. Consistent with the access principles we announced last December, and as you can find on our website, we are committed to providing vaccines to low-income price per dose. Our objective as a company is to provide effective and affordable vaccine and therapeutics to all populations. We are continuing to ramp up production to make this vision a reality, and we have continued to partner with other manufacturers, building on the relationship we announced with Lonza nearly a year ago, to ensure we can produce as much vaccine as possible.

We also announced in October of last year that we'll not enforce our intellectual property rights while the pandemic is ongoing against others who are engaged in the production of COVID-19 vaccine. We are willing to enter into licensing agreements for the post-pandemic period. We believe these efforts are the most effective means of deploying the Moderna technology to combat the pandemic around the world. We also received a question on whether the fact that we received U.S. government financial support for the development of our COVID-19 vaccine will be factored into pricing decisions for all COVID vaccines going forward. The U.S. government received the best price for our vaccine among any high-income country, in recognition for the financial support we received from the U.S. government.

We are very grateful for this support and the speed with which it allowed us to move forward last year in developing in the clinic our vaccine. As I noted a moment ago, we are committed to providing our vaccine to low and middle-income countries at the lowest price through COVAX, and we hope to conclude a transaction with them soon. A handful of investors asked about our approach to reporting and monitoring of side effects from the vaccine. We are pleased with the safety and tolerability to date that we have seen on the vaccine, with more than 100 million doses of the vaccine administered around the world. We will continue to report any side effects to local regulators and health officials as required under authorizations for the vaccine. A number of shareholders asked about our plans for combination vaccines.

As we discussed at Vaccines Day, we are actively working on developing mRNA-based seasonal flu candidates, with the first expected to enter the clinic this year. We envision that in the future, we would like to be able to combine a number of vaccines for respiratory diseases into a single shot. We believe that using mRNA technology can produce a much more effective flu vaccine than traditional technology due to our ability to develop a vaccine on a shorter time in response to data on annual flu strains. We'll also continue to explore ways to increase the stability of the vaccine, as demonstrated with our announcement regarding mRNA-1283, which is a COVID-19 vaccine that is designed for increased stability at refrigerator temperature. We are hopeful that this will allow us to reach more patients that may not be in areas with cold chain infrastructure.

Looking beyond our COVID-19 vaccine, a number of you asked questions about the rest of our pipeline, and I'd like to address those questions now. As I noted previously, I would encourage you to read my letter to shareholders in the annual report and listen to our Vaccines Day presentation. I hope those presentations will make clear that we aim to deploy our mRNA technology to combat a broad number of diseases. We never set out to be a one-drug company, and success with our COVID-19 vaccine will also allow us to reinvest in a number of programs. We currently have 24 programs in development, and we have discussed them at length in several of our investor presentations.

One of our key strategic objectives is to go big in infectious disease, including pursuing a flu vaccine, which I outlined a moment ago, as well as continuing to advance our program for vaccine against CMV, cytomegalovirus, which is the number one cause of congenital birth defects, and RSV, one of the most harmful respiratory disease, particularly for the elderly and the pediatric population. We also have announced several public health vaccine programs to help protect people around the world, including programs to develop vaccines against HIV, the Nipah virus, and Zika. We believe that our success with the COVID-19 vaccine provide us with both the financial resources and the technical know-how to aggressively pursue these other programs, and we have a strong appetite to invest in our pipeline.

We believe that our 10 years of experience in this field gives us an advantage that cannot easily be replicated by others who may seek to enter the field of mRNA-based medicine. Beyond infectious disease, our first strategic objective is to generate human proof-of-concept data in oncology, cardiovascular diseases, rare genetic diseases, and autoimmune diseases. I encourage you to look at the pipeline section of our investor relations website for more detailed overview of these programs. We received a handful of questions asking for an update on our cancer vaccines. As any follower of Moderna will know, we have two cancer vaccine programs in the clinic. A personalized cancer vaccine called PCV, and a vaccine against neoantigens related to a common oncogene called KRAS, both conducted in collaboration with Merck. The PCV program is in phase I and also in phase II clinical trials.

The KRAS program is in phase I trial. This program continues to progress. We received a few questions on Moderna's political engagement and contributions. I would like to set the record straight and to remind our investors that as a company, we do not engage in political giving. We have no plans to do so. We also do not sponsor an employee PAC. The last category of questions that I will cover before handing back to Noubar are questions related to our financial performance and capital allocation. Several shareholders asked how we expect the COVID-19 rollout to impact our financial and stock performance. While I obviously cannot comment on how the market will react to our performance, we did announce in the fourth quarter earnings call that we anticipate that we'll be profitable this year if we're successful in rolling out our COVID-19 vaccine.

Ahead of Vaccines Day, we announced we have delivered 132 million doses of our vaccine worldwide as of April 12th. We continue to ship more doses in the two weeks since that time. We hope to deliver 700 million - 1 billion doses of our vaccine in 2021. As I noted previously, we currently envision reinvesting the proceeds from these vaccine sales in the development of the rest of our pipeline rather than changing our approach to capital allocation. With that, let me hand it back to Noubar for a few additional questions. Noubar.

Noubar Afeyan
Chairman of the Board, Moderna

Thank you, Stéphane. Let me address a few more questions that were submitted in advance before we open it up to questions in the queue from shareholders listening today. A few questions we received relate to sales by some of our company insiders of Moderna stock, and the speculation that fueled in the market behind the reason for those sales, as well as our policies related to 10b5-1 plans. As I believe most of our investors appreciate, many of our investors, executives, and directors have invested much of their time and capital in building Moderna over the last decade from a concept into a groundbreaking company. Like many biotech and other startups, much of the compensation that we paid to our executives and directors came in the form of stock rather than cash.

Following our IPO late in 2018, a number of individuals began to put in place plans to monetize a part of their stock holdings. These 10b5-1 plans require that decisions on stock sales be set well in advance and when the person transacting is not in possession of any material non-public information about the company. Last August, we announced that no new sale plans could be entered by our executives or directors until we had clarity on the development of mRNA-1273, and indeed, we did not permit any trading plans to be entered or modified until late December, after the FDA granted authorization for the vaccine. When we permitted our team to enter into 10b5-1 plans, once again starting last December, we extended the cooling off period for when those plans could trigger beyond the several week period already in place previously.

We have robust stock ownership policies in place that apply to our officers and directors, which are described in the proxy, and we are committed to ensuring that our leadership team and our investors are aligned. A handful of investors asked questions about our executive compensation policies and our approach to compensation for our broader employee base. As I noted a moment ago, a key pillar of our compensation program is to ensure that our executive team and our broader employee population are aligned with investors. While we feel it is important to pay our team competitively to attract and retain the best talent possible, we believe in paying for performance, and so more of our compensation is weighted towards equity that vests over time. All of our employees receive equity in the company as part of their compensation, and last year, our median employee made about $159,000.

The Board also received the vast majority of its compensation in equity rather than cash, promoting their alignment with investors as well. Lastly, we received several questions on the topic of promoting ethnic diversity on our Board of Directors, particularly for underrepresented ethnic groups and among our senior management team. We've made a significant [audio distortion] in terms of gender diversity on the Board, in the last few years. We recognize that there's more work that can be done to increase diverse representation on the Board. I appreciate the spirit of the question, and while we do not have a firm timeline in place on our recruitment efforts, please know that we'll take this feedback into account as we consider future director candidates. In terms of our workforce, we are making strides there as well, but we have more work to do.

35% of our employees identify as racially or ethnically diverse as of the end of last year, up from 32% the prior year. With that, let me welcome our Head of Investor Relations, Lavina Talukdar, to help us with some of the questions that we received from investors during the meeting. We'll stay on for a few more minutes to take those questions.

Lavina Talukdar
Head of Investor Relations, Moderna

Thank you, Noubar. We have received a question this morning that was not addressed in the prepared Q&A remarks. The questioner asked, "Can you comment on the timing of deliveries of the Moderna COVID-19 vaccine to countries outside of the U.S.?

Stéphane Bancel
CEO, Moderna

Thank you, Lavina. Thank you for your question. We shipped our first product outside the U.S. to Canada in December 2020. That product was the first product that came out of our supply chain made outside the U.S. The drug substance was manufactured in Switzerland at Lonza, and the product was filled at ROVI in Spain, then was shipped to Canada. As we noted at Vaccines Day, the supply chain outside the U.S. is around one quarter behind the supply chain in the U.S. in terms of its ramp-up. This is due to the fact that we had a plant in the U.S. before the pandemic started in Massachusetts, but we did not have a plant outside the U.S.

It is actually quite remarkable that we were able to ship in just a few quarters, starting from scratch, product already in December 2020. I think it's a testimony to the work of our team and the work of our partners. We are on track to track roughly one quarter behind the U.S. supply chain in the outside the U.S. supply chain.

Lavina Talukdar
Head of Investor Relations, Moderna

Thank you.

Noubar Afeyan
Chairman of the Board, Moderna

That will complete the question and answer period. Thank you all for attending, and thank you for your continued support.

Operator

Thank you. The Moderna annual stockholders meeting has now come to an end. Thank you for attending. You may now disconnect.