Fractyl Health, Inc. Common Stock EGM 2026

Good afternoon. I'm Harith Rajagopalan and chairperson of today's meeting. Welcome to this special meeting. Before I call the meeting to order, I'd like to introduce you to the members of our board of directors joining for today's meeting. Ajay Royan, Chairman of our Board, Kelly Barnes, Chair of our Audit Committee, Clive Meanwell, Chair of our Compensation and Human Strategy Committee, Marc Elia, Samuel Conaway, Ian Sheffield, and Dr. Christopher Thompson. From the company, we have Lara Smith Weber, our Chief Financial Officer and Treasurer, Sarah Toomey, our General Counsel and Corporate Secretary, who will serve as Secretary of this meeting, and Brian Luque, Head of Investor Relations and Corporate Development. We also have on the line Robert Johnson, a representative of The Carideo Group, who will serve as the Inspector of Election at today's meeting, and representatives of our outside counsel, Cooley LLP.

I now call the meeting to order. We will proceed with the formal business of the meeting as indicated in the notice of special meeting and the company's proxy statement. As this is a special meeting, only the matters described in the notice of the meeting will be brought before stockholders today. No other business will be conducted. The polls opened today, September 24, 2026, at 12:00 P.M. Eastern Daylight Time for voting on the one proposal before the meeting. If you have not already voted and wish to vote, the polls will remain open until we finish presenting the proposal and close the polls. You do not need to vote during the meeting if you have already voted and do not wish to change your vote. We will record questions related to the proposal after the proposal has been presented and answer the questions following the meeting.

Finally, we will announce preliminary results of the voting. I will now turn the meeting over to Sarah.

Thanks, Harith. On the virtual meeting webpage, you will find the agenda for the meeting. You will also find the rules of conduct for today's meeting. Please review these rules carefully. Note that only stockholders who are logged into the meeting using their 16-digit control number will be able to vote and submit questions at today's meeting. If you would like to submit a question, you may enter your question in the question and answer function on the special meetings webpage. I will file the proof of mailing of notice of the meeting with the records of the meeting. I have determined that notice of this meeting was duly given to all stockholders of record in accordance with the requirements of Delaware law and the company's bylaws.

All stockholders of record at the close of business on August 21, 2026, or holders of a valid proxy, are entitled to vote and submit questions at today's meeting. The Inspector of Election has a complete list of the holders of record of the company's capital stock on the record date for the meeting. The Inspector of Election, Robert Johnson, has taken and signed the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of the meeting. His function is to decide upon the qualifications of the voters, accept their votes, and when balloting on all matters is completed, to tally the final votes. The holders with a majority in voting power of the stock issued and outstanding and entitled to vote is required for a quorum.

As of the record date of August 21, 2026, there were 159,179,848 shares of common stock outstanding and entitled to vote at this special meeting. Robert has informed me that as of September 24, 2026, proxies have been received representing 111,987,852 shares, or approximately 70.35% of the shares outstanding and entitled to vote. I therefore declare that a quorum is present and that this special meeting is duly constituted for the transaction of business. We will now proceed with the formal business of this meeting. The stockholders will consider the proposal at today's meeting. The board recommends that the stockholders vote for proposal one.

Proposal one is to approve a series of alternate amendments to the company's amended and restated certificate of incorporation to effect, at the option of the board, a reverse stock split of our common stock at a ratio in the range of one for five to one for 15 inclusive, with such ratio to be determined by the board in its sole discretion.

If you wish to vote and you haven't already, please vote now by clicking on the voting button on the web portal and following the instructions. You do not need to vote electronically if you have already sent in your signed proxy or if you have voted by telephone or internet. We will pause for approximately 30 seconds before closing the voting polls.

Based on the preliminary report of the Inspector of Election, the approval of a series of alternate amendments to the company's amended and restated certificate of incorporation to effect, at the option of the board, a reverse stock split of our common stock at a ratio in the range of 1 for 5 to 1 for 15 inclusive, with such ratio to be determined by the board in its sole discretion, has been approved. The final report of the Inspector of Election will be kept with the company's records of the special meeting, and the final tally of the votes will be published within 4 business days in a current report on Form 8-K to be filed with the Securities and Exchange Commission. The inspector's certified final report will also be attached to the minutes of this meeting and maintained in the company's records.

With that, I turn the meeting over to Harith, our CEO.

Thank you, Sarah. That concludes the formal portion of our meeting. We will now review if there are any questions submitted about the proposals that are within the rules of conduct. As a reminder, we will only review and answer questions at this time that pertain to the proposals. There are no questions. In closing, we thank you for your attendance today and continued support. We are deeply grateful to the patients, physicians, employees, and investors who are supporting our mission to transform the future of metabolic disease treatment. We look forward to executing on our upcoming key milestones. Thank you and have a great day. This concludes our special meeting.