AGM 2021

Jun 3, 2021

Good morning, ladies and gentlemen. I am Bill Newell, CEO of Sutro Biopharma. It is a pleasure to welcome you to our Annual Meeting of Stockholders. The meeting is now called to order. I would like to introduce the following members of the Board of Directors who are with us this morning. Connie Matsui, who is our Board Chair Michael Dibs John Freund Joseph Labacki, who is our Compensation Committee Chair James Panek Daniel Petrie Shalini Sharp, who is our Audit Committee Chair and John Wigginton, who is our Science and Technology Committee Chair. I would also like to introduce our Chief Financial Officer, Edward Albini and our Chief People and Communications Officer, Linda Fitzpatrick, each of whom is with us this morning. Louis Larsen from L2 Elections LLC will be acting as Inspector of Elections for this meeting, and I will serve as Chairman. I also want to introduce Ryan Mitmus of Fenwick and West LLP, our Legal Counsel, who will also act as Secretary of the meeting and keep the minutes and Michael Formolo of Ernst and Young LLP, our independent registered public accountants. We will now conduct the formal business matters of the meeting. April 12, 2021 was fixed by the Board of Directors as the record date for the proposals to be voted on at this meeting. Only holders of the company's common stock as of the close of business on the record date are entitled to receive notice of and to vote at this meeting. I present to this meeting an affidavit of Broadridge Financial Solutions attesting that a notice of meeting together with a proxy statement and proxy were mailed on or about April 29, 2021 to each holder of the company's common stock as of the close of business on the record date. The affidavit of mailing of the notice will be attached to the minutes of this meeting. A certified list of the holders of the issued and outstanding shares of common stock of the company as of the close of business on the record date is available by clicking the materials button in the bottom right corner of your screen and then selecting registered shareholders list. This list will be available for inspection during this meeting by any stockholder. The list will be filed with the records of the company. Broadridge Financial Solutions has examined the proxies received and reports that 39, 000, 000 960, 123 shares or 86.67 percent of the total shares of common stock of Sutro Biopharma entitled to vote are represented by proxies or in person at this meeting. A majority of the votes entitled to be cast are represented at this meeting either in person or by proxy. A quorum is therefore present and the meeting will now proceed. I will now review the agenda and voting procedures. We have 2 proposals on which stockholders will be voting. Proposal 1 is the election of 3 Class 3 directors, each to serve a 3 year term, which will expire at the 2024 Annual Meeting of Stockholders. And Proposal 2 is the ratification of the appointment of our independent registered public accounting firm. If you have previously returned to proxy or voted by phone or through the Internet and do not wish to revoke your proxy or change your vote, then you do not need to vote at this meeting. Your vote has already been included in the proxy count. If you did not return a proxy or wish to change your vote, you may submit a completed ballot by clicking the voting button in the bottom right hand corner of your screen and then making your selection in the window that opens. We will give you time to submit your ballots if necessary once we open the polls shortly. Proposal number 1 is the nomination and election of 3 Class 3 Directors. The Board of Directors has nominated each of Joseph Lobacki, Daniel Petrie and Shalini Sharp to be elected as directors of the company for the next 3 years and until his or her successor is duly elected and qualified. Our bylaws require that a stockholder provide advanced notice of their intent to nominate persons as directors. No such notice was received. Accordingly, I declare the nominations for directors closed. Proposal 2 is to ratify the appointment of Ernst and Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. Because no further business is scheduled to come before the stockholders, it is now approximately 10.06 on June 3, 2021 and the polls are now open. If you did not return a proxy or wish to change your vote, you may submit a completed ballot now by clicking the voting button in the bottom right hand corner of your screen and then making your selection in the window that opens. I will pause to allow individuals to vote if they wish to do so. It is now approximately 10:0:8 am on June 3, 2021 Pacific Daylight Time, and I declare the polls for each matter voted upon at this meeting closed. The vote required for proposal number 1 to elect the Class 3 directors is a plurality of the votes cast, which means that 3 individuals nominated for election to the Board of Directors at the meeting receiving the most affirmative 4 votes of shares present and represented at this meeting will be elected. Each of the nominees has been elected. Joseph Lobacki, Daniel Petrie and Shalini Sharp are the 3 individuals who received the most votes of shares present and entitled to vote. The vote required to approve proposal number 2 to ratify the appointment of Ernst and Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021 is an affirmative for vote of the majority of shares present or represented at this meeting. Ernst and Young LLP has been ratified as Sutrobiopharma's independent registered public accounting firm for the fiscal year ending December 31, 2021 by the requisite majority. This concludes the business portion of the meeting. There being no other business to conduct, I hereby declare the business portion of the meeting adjourned. At this time, I would like to answer any questions from any stockholders. Please feel free to ask a question by pressing the Q and A button in the lower right hand corner of your screen and then typing your question in the window that appears. Please specify to whom of the company's management team or to our accountants the question is directed. And we will pause for a moment to see if there are any questions. It appears that there are no questions for today. I hereby declare the meeting adjourned. I would like to thank you all very much for attending our Annual Meeting of Stockholders. That concludes this meeting. There are no questions for today. I hereby declare the meeting