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AGM 2025

May 21, 2025

Operator

Welcome to the 2025 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 Inc

Thank you, and good morning to all attending Thermo Fisher 's 2025 Annual Meeting. I'm Marc Casper, Chairman, President, and Chief Executive Officer of Thermo Fisher . I'll be presiding over this meeting. I welcome you and call the meeting to order. We are pleased to have everyone join us for our Annual Shareholder Meeting. We have designed this meeting to provide shareholders the same rights and opportunities to participate as they would have 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. You can find these features on the bottom portion of your screen. The closing of the polls will be announced after we review the voting matters.

Before we proceed with the formal business of the meeting, I would like to make some introductions. Joining us today are all of our directors: Julia Chen, our Vice President and Corporate Secretary, who will conduct the formal part of the meeting, Laura Robinette, a representative from PricewaterhouseCoopers, our independent registered public accounting firm, and Terence Hassett, a representative of 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 Inc

Thank you, Mark. Before we begin, I refer 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 has been duly called with timely and proper notice, and 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 12 nominees for election are Marc Casper, Nelson Chai, Ruby Chandy, Martin Harris, Tyler Jacks, Jennifer Johnson, Alex Keith, Karen Lynch, James Mullen, Debora Spar, Scott Sperling, and Dion 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.

Hello, this is John Chevedden. Proposal four, special shareholder meeting improvement. Shareholders ask the Board of Directors to remove the current shareholder rights provision that considers the voice of certain Thermo Fisher Scientific shareholders as non-shareholders. Currently, all shares not held for one continuous year are considered non-shareholders if they seek to call for a special shareholder meeting on an important matter. The current one-year shareholder rights exclusion for all shares held for less than one continuous year makes the current so-called shareholder right to call for a special shareholder meeting useless. There's no point to have a useless right on the books of Thermo Fisher.

The reason to enable all shareholders to call for a special shareholder meeting is to allow one shareholder or group of shareholders to quickly acquire Thermo Fisher shares to equal the challenging 15% share ownership requirement based on all shares outstanding to call for a special shareholder meeting to incentivize a turnaround of Thermo Fisher should Thermo Fisher find itself in a slump in the future. The best strategies for turning around a company do not necessarily come from the company's existing shareholders. Thermo Fisher stock is now in a slump. Thermo Fisher stock was at $672 in 2021 and is at $413 now.

If Thermo Fisher continues in a slump, Thermo Fisher shareholders and potential Thermo Fisher shareholders will not even consider acquiring more shares in order to call for a special shareholder meeting if they have to sit on the shares for one year to call for a special shareholder meeting. A one-year holding period makes no sense if slumping stock price demands a quick response before the window of opportunity passes. If one shareholder or group of shareholders can quickly acquire more shares to call for a special shareholder meeting, this is an incentive for the Thermo Fisher directors to avoid a slump in the first place since the continued service of the poorly performing Thermo Fisher directors could be terminated by a special shareholder meeting. This is a good incentive for the Thermo Fisher directors to have for the benefit of all Thermo Fisher shareholders.

At minimum, this proposal alerts shareholders to the severe limitation to the point of uselessness baked into the current Thermo Fisher Scientific rules for shareholders to call for a special shareholder meeting. Please vote yes to Special Shareholder Meeting Improvement Proposal Four.

Thank you, Mr. Chevedden. As described in the proxy statement, the board recommends a vote against this proposal. We will now address questions related to the four proposals to be voted on at this meeting. Following this question and answer session, we will close the polls. Marc Casper will provide a business presentation, and we will conclude with a general question and answer session. As a reminder, shareholders may submit questions on the virtual meeting website using the Ask a Question box located on the bottom portion of your screen. When submitting a question, please include your name and affiliation with the company. If we receive multiple questions on the same topic, we may group them together and provide a single response. 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 address questions that have been submitted by shareholders, which are related to voting matters. Seeing that there are no questions related to the voting matters, we will proceed to final voting on the proposals. For any shareholders who are online and who have not yet voted, the polls will be closing momentarily. If you already submitted a vote, there's no need to enter it again. Any votes submitted during the meeting will be reflected in the final vote results, which we will report after the meeting. We'll give a few more moments here for any remaining votes to be cast.

Marc Casper
Chairman, President, and CEO, Thermo Fisher Scientific Inc

This concludes the review of the matters to be voted on. The polls are now 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 not been approved. The appointment of PricewaterhouseCoopers has been ratified. The shareholder proposal has failed to pass. These are preliminary votes, and these initial results are subject to verification. On behalf of our Board of Directors, we take the outcome of the executive compensation vote seriously and look forward to engaging with our shareholders on this topic in the coming months. This concludes the formal part of our meeting. I will now present an overview of the company, following which we will use the remaining time available to address questions from shareholders. I'm pleased to give you an update on Thermo Fisher Scientific.

The company today, you know, we are the world leader in serving science. The industry leader in our field with $43 billion in revenue, 120,000 amazing colleagues. We invest $1.4 billion in R&D each year for our products to be leading edge. Our customers know us for our industry-leading scale, our unmatched depth of capability, and all of our stakeholders know us for our model of sustainable value creation, both from a positive societal impact and a comprehensive approach to corporate social responsibility. As a company, we have a passion to be better today than we were yesterday and even better tomorrow than we are today, and that is our PPI business system. Our mission at Thermo Fisher is our purpose.

We enable our customers to make the world healthier, cleaner, and safer, and it inspires all of us at the company to bring our best every day to make such a profound impact on our world. When you look at our company in terms of our revenue profile, we have leadership in fast-growing end markets. Pharmaceutical and biotech is our largest end market, and we have equal presence in academic and government diagnostics and healthcare and in the industrial and applied end markets. Our business is very much a recurring revenue business with over 80% of our revenue in services and consumables, and we are global in our reach. About 1/2 of our business is in North America, 1/4 in Europe, and the rest spread across Asia-Pacific and Latin America.

We have four segments with industry-leading businesses: our life science solutions capabilities, where we serve life sciences research, bio production, and the clinical markets, leading position in analytical instruments and specialty diagnostics. We provide cost-effective capabilities to improve patient care, and our largest segment, laboratory products and biopharma services, where we enable the biopharma industry with our industry-leading laboratory products, clinical research, development, and manufacturing services. As a company, we're focused on consistently creating differentiated value for all of our stakeholders. From our shareholder perspective, outstanding track record of financial performance, as well as outlook for value creation from a customer perspective with a trusted partner. A very unique position, how we accelerate our customers' own innovation and enhance their productivity. From a colleague perspective, the company is a great place to have a mission-driven career.

From the communities that we live and work, we're very focused on enhancing our local communities and improving the world for current and future generations. This model of focusing on differentiated value creation for all of our shareholders has really created an incredible track record over the decades, but also sets us up for a very bright future. As a company, we're passionate about finding a better way every day. When you think about the PPI business system, it's been in place for over two decades. It delivers competitive advantage for the company. It helps us successfully acquire businesses and consistently deliver differentiated financial performance. When you look at our financial results over the long term, you know, strong double-digit performance: 10% compounded annual growth in revenue, 12% growth annually on adjusted EPS, and the same rate of growth in free cash flow generation.

Very strong growth trajectory as we enter the years ahead. When we think to the future, we're incredibly well-positioned for a bright future. We have industry leadership in very attractive and resilient end markets. We have a proven growth strategy that drives share gain. We have a capital deployment approach that creates tremendous value. Our PPI business system enables outstanding execution, and our corporate social responsibility strategy delivers competitive advantage, and that sets us up for a great future. With that, I'd like to turn it to you for questions. Julia, if you can moderate the Q&A session, that would be great.

Julia Chen
VP and Corporate Secretary, Thermo Fisher Scientific Inc

Sure. Mark, we have received some questions from our shareholders. The first one is from Ed Durkin. He asks, "The calculation of the CEO compensation actually paid total in the pay versus performance table for the past several years can dramatically differ from the CEO total compensation amount in the summary compensation table. How does the compensation committee use the compensation actually paid total compensation figures in its calculation of the CEO's target total compensation award for the upcoming year?

Marc Casper
Chairman, President, and CEO, Thermo Fisher Scientific Inc

Thank you for the question. If I take a look at 2024, and first the approach to the compensation, approximately 90% of the target compensation for our executives is in the form of at-risk variable pay, comprised of both the target bonus and our equity programs. The bonus and the performance-based restricted stock units are directly tied to clearly articulated strategic and financial performance metrics, which the compensation committee believes are the most critical areas of performance to generate long-term shareholder value creation. Stock options, which are another component of our compensation, directly tie the interests of our executives with those of our shareholders, as stock options only deliver value if the company's stock price appreciates.

Each year, to ensure the appropriate mix and level of compensation for our executives, the Compensation Committee considers benchmarking information provided by its independent compensation consultant, the company performance, individual performance, and looking at the prevailing market trends, shareholder feedback, and makes adjustments over time to ensure that the compensation programs are aligned with the compensation philosophy and strategic market positioning, including looking at the actual pay versus a target pay as to ensure that the programs are working as they're intended to be designed.

Julia Chen
VP and Corporate Secretary, Thermo Fisher Scientific Inc

Thank you. The next question we have is, "How will tariffs and cuts to academic research funding impact the company?

Marc Casper
Chairman, President, and CEO, Thermo Fisher Scientific Inc

Thank you for the question. When I think about the environment, you know, as we entered 2025, our expectation was a continuing recovery of our end markets and that each quarter would strengthen sequentially in terms of the markets that we were looking at and expected to have, you know, around 3-4% organic growth being delivered. When we look at the impact of tariffs as we gave our last earnings call, we see that and the funding levels in academic to be a headwind of about a point and a half of growth and a similar impact on earnings. Subsequent to our earnings call in late April, some of those factors have actually lessened, particularly tariffs between the U.S. and China, and we would expect that the impact of tariffs will be meaningfully less than what we articulated on April 23rd.

We'll plan on updating our outlook as we get into July.

Julia Chen
VP and Corporate Secretary, Thermo Fisher Scientific Inc

As there are no additional questions, I will turn it back over to you, Marc.

Marc Casper
Chairman, President, and CEO, Thermo Fisher Scientific Inc

I'd like to thank everyone for attending today's meeting, and on behalf of the customers that we serve and all of my colleagues, I want to thank you for your investment in Thermo Fisher Scientific. The 2025 Annual Meeting of shareholders is now adjourned.

Operator

The meeting has now concluded. Thank you for joining, and have a pleasant day.

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