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AGM 2024

May 22, 2024

Operator

...Welcome to the 2024 Annual Meeting of Shareholders of Thermo Fisher Scientific. I would now like to introduce the first presenter, Mr. Marc Casper, Chairman, President, and Chief Executive Officer of Thermo Fisher Scientific Inc.

Marc Casper
Chairman, President and CEO, Thermo Fisher Scientific

Thank you, and good morning to all attending Thermo Fisher's 2024 annual meeting. I am Marc Casper, Chairman, President, and Chief Executive Officer of Thermo Fisher. I will be presiding over this meeting. I welcome you and call the meeting to order. We are pleased to have everyone join us this year live all virtual webcast of our annual shareholder meeting. We have designed this meeting to provide shareholders the same rights and opportunities to participate as they would at an in-person meeting. All shareholders who access this meeting by using their unique control number have the ability to cast their votes during the meeting until we announce the closing of the polls, and to submit questions until the close of today's meeting. These features are available on the bottom portion of your screen. The closing of the polls will be announced after we review the voting matters.

Before we get to the formal business of the meeting, I would like to make some introductions. Joining us today are each of our directors, Julia Chen, our Vice President, Corporate Secretary, who will conduct the formal part of the meeting. Michael Bronstein, a representative from PricewaterhouseCoopers, our independent registered public accounting firm, and Terence Hassett, a representative from Broadridge, who has been appointed to act as Inspector of Election. I will now turn the meeting over to Julia Chen.

Julia Chen
VP and Corporate Secretary, Thermo Fisher Scientific

Thank you, Marc. Before we begin, I want to point you to our Safe Harbor Statement. Statements made by management during this meeting, including the accompanying presentation, may contain forward-looking statements, and I refer you to the details on this page. I would also like to remind you of the annual meeting rules of conduct, which can be found on the bottom portion of your screen. Based on an affidavit of mailing from Broadridge, this meeting is duly called with timely and proper notice. In addition, based on the information provided by Broadridge, a quorum of shareholders is present to conduct our meeting today. We now turn to the four proposals to be voted on at this meeting. The first proposal is the election of directors.

The 11 nominees for election are Marc Casper, Nelson Chai, Ruby Chandy, C. Martin Harris, Tyler Jacks, Jennifer M. Johnson, Alex Keith, James C. Mullen, Deborah L. Spar, Scott M. Sperling, and Dion J. Weisler. The second proposal is the advisory vote to approve executive compensation. The third proposal is the ratification of the selection of PricewaterhouseCoopers as the company's registered public accounting firm for the current fiscal year. The fourth proposal is a shareholder proposal. John Chevedden will present the proposal. Mr. Chevedden, you have three minutes to make a statement in support of your proposal.

Operator

Please go ahead, sir.

John Chevedden
Shareholder Activist, Thermo Fisher Scientific

Hello, John Chevedden, proposal for simple majority vote. Shareholders request that our board take the steps necessary so that each voting requirement in our charter bylaws that calls for a greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against such proposals for a simple majority. This includes making the necessary changes in plain English. This proposal, which was submitted in November 2023, has apparently already been successful in triggering the board to adopt a simple majority shareholder approval requirement based on all shares outstanding. This was much better than the previous undemocratic 67% shareholder approval requirement. However, this proposal asks for a simple majority shareholder approval requirement based on the votes cast.

There's no reason to not have a simple majority shareholder approval requirement based on the votes cast, because there's virtually no possibility of a low shareholder vote turnout. Shareholders should also vote for this proposal as an affirmation of the action the board took, and to send a message that we never want to return to a situation in which an un-undemocratic 67% shareholder approval is required, based on all shares outstanding, to make improvements to the governing documents of Thermo Fisher Scientific. Please vote yes. Simple majority vote, proposal four.

Julia Chen
VP and Corporate Secretary, Thermo Fisher Scientific

Thank you, Mr. Chevedden. As described in the proxy statement, the board recommends a vote against this proposal. We will now answer questions related to the four proposals presented to you today. This Q&A to discuss our proposals will be followed by the closing of the polls, a business presentation from Marc Casper, and then finally, a general Q&A to close out today's meeting. As a reminder, shareholders may submit questions on the virtual meeting website using the Ask a Question box, which can be found on the bottom portion of your screen. If asking a question, please also include your name and affiliation with the company. Where we receive multiple questions on the same topic, we may group them together and provide one answer. Questions received during this meeting will be answered in accordance with our rules of conduct, which are posted with the meeting materials.

I will now turn to the questions related to voting matters. Seeing that there are no questions related to the proposals, we will now proceed to any final voting on the proposal. As a reminder, if you have not voted or if you previously voted by proxy and wish to change your vote, you may vote by clicking on the voting button on the Virtual Meeting website and following the instructions there. We will pause briefly to allow shareholders to vote, and then Mark will close the polls.

Marc Casper
Chairman, President and CEO, Thermo Fisher Scientific

... Now that everyone has had an opportunity to vote, the business items portion of this meeting is complete, and the polls are closed. Based on the Inspector of Election's preliminary report, each of the nominees for director has been elected as a director. The advisory resolution approving executive compensation has been approved. The appointment of PricewaterhouseCoopers has been ratified. The shareholder proposal has failed to pass. These are preliminary vote results. The final vote results will be reported on Form 8-K that will be filed with the SEC. This concludes the formal part of our meeting. I will now give you an overview of the company, following which we will use our remaining available time to answer questions from shareholders.

So thank you for participating in the update on Thermo Fisher, and I thought I would give you a brief overview and provide the opportunity for questions. So Thermo Fisher continues to strengthen its position as the world leader in serving science. Today, our company has $43 billion in revenue, 120,000 amazing colleagues. We invest $1.3 billion in R&D. We have leading brands, Thermo Scientific, Applied Biosystems, and Invitrogen, Fisher Scientific, Unity Lab Services, Patheon, and PPD. And our customers know us for our industry-leading scale, our unmatched depth of capabilities, and all of our stakeholders understand the sustainable value creation model that we operate day in and day out that's core to who Thermo Fisher is.

We always view that tomorrow needs to be brighter than today, and our PPI Business System continually helps us drive improvements in how we operate our company. When I look to what engages all of our colleagues, our mission is our purpose. We enable our customers to make the world healthier, cleaner, and safer. And the examples that we have every day, whether we're enabling doctors to diagnose a child that's in their offices or developing a breakthrough medicine, or advancing green energy, or ensuring that the food and water that we eat and drink are safe, are all things that our technology, services, and expertise help enable our customers to bring to reality for the world. We have a very attractive revenue profile. When you look at it, we have leadership and fast-growing end markets.

Just under 60% of our revenue serves the pharmaceutical and biotech end market. When you bring in the academic and government, which is in that area as well, we truly are the company that's powering the golden age of biology. In diagnostics and healthcare and industrial and applied, each represents about 15% of our revenue, and we're enabling precision medicine, as well as enabling advanced materials to power the digital economy and certainly the clean energy transition. We have a very strong recurring revenue mix with over 80% of our revenues in services and consumables, and we have the unparalleled commercial engine being able to reach all regions around the world and serving our customers in an excellent fashion.

When you look at our industry-leading businesses, they are benefited by the total company scales and the linkages between them and the capabilities that we have. Our four segments, Life Science Solutions, where we have a leading portfolio of life science research, bioproduction, and clinical markets that we serve. In Specialty Diagnostics, we are a leader in the specialty diagnostics field to cost-effectively improve patient care. In Analytical Instruments, we have the leading technologies to enable scientific breakthroughs and solve analytical challenges. And in the Laboratory Products and Biopharma Services, we enable the biopharma industry with our leading lab products, clinical research, development, and manufacturing services. All of this is underpinned by our company's strategy, our proven M&A approach, as well as our PPI Business System.

Our model is all about, you know, consistently creating a bright future, and the way we do that is to create differentiated value for all of our stakeholders. From a shareholder perspective, we have an outstanding financial track record and most importantly, in an outlook as well for value creation. Customers, a trusted partner that accelerates our customers' innovation, enhances their productivity. From a colleague perspective, it's a great place to have a mission-driven career. From a community perspective, we're focused on enhancing our local communities and improving the world for current and future generations.

Our track record financially is one of incredibly strong results, and we've averaged, you know, 13% revenue growth over the last decade, 15% in adjusted EPS and 14% in free cash flow growth over an extended period of time, and the team has just done a great job on delivering results. When I look to the future, we're exceptionally positioned for a bright future, a terrific future, in fact. We have industry leadership and very attractive and resilient end markets. We have a proven growth strategy that drives share gain, a capital deployment approach that creates tremendous value. Our PPI Business System enables outstanding execution, and our corporate social responsibility strategy delivers competitive advantage. So with that, I'd like to be able to turn to Q&A on the business and anything that you would like to ask me.

Julia Chen
VP and Corporate Secretary, Thermo Fisher Scientific

Thank you, Marc. Seeing no questions, I will turn it back to you, Marc.

Marc Casper
Chairman, President and CEO, Thermo Fisher Scientific

Great. So this concludes our session, and I want to thank everyone for attending today's meeting. On behalf of our customers that we serve and all of my colleagues, I thank you for your investment in Thermo Fisher. The 2024 Annual Meeting of Shareholders is now adjourned.

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