AGM 2025

May 27, 2021

Good morning and welcome to Scholar Holding Corporation's twenty twenty one Annual Meeting of Stockholders. I would now like to introduce your first presenter, David Halal, Chairman of the Board of Directors of Scholar Holding Corporation. Thank you. Good morning, everyone. My name is David Halal, Chairman of the Board of Directors of Scholar Rock Holding Corporation. I will also serve as chair of this meeting. The meeting is now called to order. I've asked Junling Ho, secretary of the corporation, to record the minutes. It is a pleasure to welcome our shareholders and guests to this virtual annual meeting of ScholarRock Holding Corporation. This meeting is being held in accordance with the corporation's bylaws and Delaware law. Our meeting today will consist of two phases. First, we will take care of the formal business at hand, which is described in our notice and proxy statement, a copy of which was mailed on or about 04/16/2021 to all of our stockholders of record at the close of business on 03/29/2021. During this portion of the meeting, all discussion will be limited to the official business at hand. Subsequently, we will answer general questions at the end of the meeting. Before proceeding to the formal business, I would like to introduce the directors and members of management of the corporation who have joined us today. Our directors who are present include Christina Burrow, Jeffrey Flyer, Michael Gilman, Tony Kingsley, Joshua Reed, Amir Nashat, and Akshay Beshna. Members of management who are present include Tony Kingsley, our president and chief executive officer, Young Chung, chief medical officer, Ted Miles, chief financial officer and head of business operations, Gregory Carvin, chief scientific officer, Junling Ho, general counsel and corporate secretary, and Catherine Hu, vice president, investor relations and corporate communications. Our independent auditor, the firm Ernst and Young, is represented at this meeting by Patrick Good. Our outside counsel, the firm of Goodwin Proctor, is represented by Lori Burlingame. Now let's proceed to the formal business of the meeting, notice of which was sent to all shareholders of record as of the close of business on 03/29/2021. Shareholders of record on that date are entitled to vote at this meeting. We have at this meeting on the virtual platform a record of stockholders as of that date. A duplicate record has been on file with the secretary of the corporation for the last ten days immediately 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. As each of you entered the virtual meeting web portal this morning, you were given access to an agenda and rules of conduct for the meeting. It is our intention to conduct this meeting in accordance with these documents. There will be an opportunity for questions about each of the proposals after they are presented. If you have any questions, please submit them using the q and a field on the virtual platform. Please adhere to the rules of conduct in addressing this meeting. The board of directors has appointed Julin Ho to act as inspector of elections for this annual meeting, and she will tabulate results of the voting. The inspector of elections has signed the oath of her office, which will be filed with the minutes of this meeting. Joonling, do we have a quorum present? David, of the 34,392,791 shares of common stock entitled to vote at the meeting, 27,003,296 shares are represented today, either through virtual presence or by proxy, and therefore, a quorum is present. I declare that a quorum is present. We may now proceed to transact the business for which this meeting has been called. Let me briefly describe the voting procedures. We will vote by proxy and by virtual ballot. If you have previously turned in your proxy and you do not intend to change your vote, it is not necessary that you complete another proxy or virtual ballot. Your vote will be counted. If you are eligible to vote and have not submitted your proxy or if you want to change your vote, you may do so by clicking voting on the virtual platform. It is, now, 09:08AM on 05/27/2021, and the polls for each matter to be voted on at this annual meeting are now open. Our first item of business is the election of directors. At this meeting, we will be voting on three nominees for class three directors to serve for a three year term ending a twenty four annual meeting, all as set forth in the proxy statement. Based on the recommendation of the nominating and corporate governance committee of the board, our board has nominated Jeffrey Flyer, Amir Nasha, and Akshay Vaishnav for election as directors to serve for a three year term ending at the twenty twenty four annual meeting or until their successors are elected and qualified. Each of the nominees is a current member of our board and has consented to serve if elected. For proposal one, the election of directors, the three nominees receiving the plurality of votes entitled to vote and cast will be elected as directors. The corporation's bylaws require that a stockholder provide advance notice to the corporation of a stockholder's intent to nominate persons as directors. There are no other nominees. Accordingly, I declare the nominations for the directors closed. The board of directors unanimously recommends that stockholders vote in favor of this proposal. The second item of business is the ratification of the appointment of Ernst Young as the corporation's independent registered public accounting firm for the fiscal year ending 12/31/2021. We have appointed Ernst and Young as our independent registered public accounting form firm to perform the audit of our consolidated financial statements for the fiscal year ending 12/31/2021, and we are asking the stockholders to ratify this appointment. Ernst and Young has served as our independent registered public accounting firm for the fiscal year ended 12/31/2020. The audit committee annually reviews the independent registered public accounting firm's independence, including reviewing all relationships between the independent registered public accounting firm and us and any disclosed relationships or services that may impact the objectivity and independence of the independent registered public accounting firm and the independent registered public accounting firm's performance. As a matter of good corporate governance, the board determined to submit two stockholders for ratification, the appointment of Ernst and Young For proposal two, a majority of votes properly cast is required in order to ratify the appointment of Ernst and Young. In the event that a majority of the votes properly cast do not ratify this appointment of Ernst and Young, we will review our future appointment of Ernst and Young. We will now open the meeting for any questions. If you have not already submitted a question, please do so by using the q and a field on the virtual platform. We will now give everyone a moment to submit any questions that they may have. Catherine, have any questions been submitted? David, no questions have been submitted. Thanks, Katherine. The question and answer portion of the meeting is now closed. We will now proceed with the voting. Anyone who is voting by virtual ballot and has not already done so during this meeting, please click on voting on the virtual platform and mark your virtual ballot now. We will now give everyone a moment to mark their virtual ballots. As a reminder, if you have previously turned in your proxy and you do not intend to change your vote, it is not necessary that you complete another proxy or virtual ballot. The inspector of elections will not accept virtual ballots, proxies, or votes, or any changes or revocations submitted after the closing of the polls. It is now 09:13 eastern time on 05/27/2021, and the polls for each matter to be voted on at this meeting are now closed. No additional virtual ballots, proxies, or votes, and no changes or revocations will be accepted. Inspector of elections, please report on the preliminary results of the voting. With regard to proposal one, the three nominees received the plurality of votes entitled to vote and cast. With regard to proposal two, a majority of the votes properly cast have been voted in favor of the ratification of Ernst and Young as the corporation's independent registered accounting firm for the fiscal year ending 12/31/2021. Thank you, Junling. I declare that all of the proposals presented at the meeting have been ratified or approved by the stockholders. The final results of voting, including any virtual ballots and proxies recorded during this meeting, will be set forth in the report of the inspector of elections and will be included in the minutes of the meeting. The final results will also be included in a Form eight k filed with the SEC. With the formal meeting now adjourned, we are able to address any general questions or issues raised by stockholders. Let's pause briefly to see whether any questions were submitted. While we pause to assemble the questions, I will remind stockholders that in responding to questions, we may make forward looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Please be aware that all such forward looking statements involve risks and uncertainties such as those detailed in our SEC filings, including our 10 ks and most recent 10 Q. Any forward looking statements that we make must be considered in light of these factors. Actual results may vary materially. So in I would just ask one more time. Have we received any questions? David, we have not received any questions. Great. Thanks, Catherine. There being no other matters for consideration at this meeting, I hereby adjourn this meeting. I'd like to conclude by thanking stockholders for their attendance today and for their continued support of our company. Thank you. Thank you, attending Scholars' twenty twenty one annual meeting of stockholder. This event has ended. You may now disconnect.