Adagio Medical Holdings, Inc Common Stock AGM 2026

Good morning. My name is Orly Mishan, and I am Chair of the Board of Directors of Adagio Medical Holdings, Inc. I am happy to welcome you to the Adagio Medical Holdings, Inc. special stockholders meeting. The meeting will now officially come to order. It is my pleasure to introduce Deborah Kaster, Chief Financial Officer and Chief Business Officer of Adagio Medical Holdings, who will act as Secretary of this meeting and proceed with additional introductions.

Debbie? Thank you, Orly. Good morning.

I am Deborah Kaster, Chief Financial Officer and Chief Business Officer of Adagio Medical Holdings, Inc. It is great to be here virtually with you at our special meeting of shareholders. The time is now 8:00 A.M. Pacific Time on October 23rd, 2026, and the polls are now open for voting on all matters to be presented. As you know, we are hosting today's meeting through a virtual online platform hosted by Broadridge. This meeting is being recorded and a link to the recording will be available on our corporate website for the next six months. Before we proceed with the formal business of the meeting, I would like to introduce you to the members of the Board and the business team who are with us today.

The other members of the Board with us virtually today, in addition to the Chair, are Sandra Gardiner, Keyvan Mirsaeedi-Farahani, Tim Moran, and Sean Salmon. The other officer of the company who is with us virtually today is Todd Usen, Chief Executive Officer of the company. I would also like to introduce Paul Alexander of Cooley LLP, the company's outside counsel, who is also in attendance virtually and available to respond to appropriate questions as needed. We will proceed with the formal business of the meeting and order set forth in the notice of special meeting and proxy statement. We will first present the one proposal submitted for approval by our Board. We will take questions related to the proposal after the proposal has been presented, after which we will announce the preliminary results of the voting.

As I mentioned earlier, the polls are open for voting on the sole matter to be presented. Each share of common stock is entitled to one vote. After I describe the item to be voted on, we will close the polls. We will not accept ballots, proxies, revocations, or changes after the closing of the polls. If you have already submitted your vote by proxy and do not wish to change your vote, you do not need to vote now, and your shares will be voted as previously instructed. If you intend to vote and have not already done so, you must submit your vote online now in order for it to be counted. If you have not voted, I encourage you to vote online right now. After the formal part of our meeting has concluded, we will answer any appropriate questions you may have.

You should now all have a copy of the rules of conduct for this meeting. In order to conduct an orderly meeting, we ask that you follow these rules. Stockholders who are attending this meeting with a valid 16-digit control number may submit questions or comments for the Q&A portion of this meeting through the text box located on the virtual meeting screen. We will try to answer questions submitted that are germane to the proposal and/or this meeting as and if we have time. We will screen incoming questions, and during the Q&A portion of the meeting, we will read germane questions out loud and respond. Please submit your questions now to make sure they are received in a timely fashion for the review and response.

I have at this meeting a complete list of holders of record of the company's common stock on October 5, 2026, the record date for this meeting. A list of stockholders of record is available to you on the bottom of the web portal for this meeting. I also have an affidavit certifying that notice of this special meeting of stockholders of the company was duly given to all stockholders of record as of the close of business October 5, 2026. A copy of the notice and affidavit will be filed with the records of this meeting. At this time, I would like to introduce James R. Alden, a designee of Broadridge Financial Solutions, Inc., who is present virtually. Mr. Alden has been appointed to act as Inspector of Election at this meeting. He has taken and subscribed the customary oath of office to execute his duties with strict impartiality.

We will file this oath with the records of the meeting. I have been informed by the Inspector of Election that proxies have been received for 14,237,725 of the 27,439,328 shares of common stock outstanding on the record date, which represents approximately 51.88% of the total number of outstanding shares. This constitutes a quorum for the meeting today, and we may now carry out the official business of the meeting. We will now proceed with the formal business of this meeting. After all of the proposal has been described, we will answer any questions related to the proposal submitted online. As a reminder, we ask that any comments or questions during this portion of the meeting pertain only to the proposal. Please submit any questions as soon as possible for our review.

Approval of a series of alternate amendments to the company's amended and restated certificate of incorporation to effect a reverse stock split of the company's common stock. The one item of business today is 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 company's board of directors, a reverse stock split of our common stock at a ratio in the range of one for 10 to one for 500, inclusive with such ratio to be determined by the company's board of directors in its sole discretion. That was the sole proposal for today's meetings. We will now review if there are any questions submitted about the proposal before we close the polls.

As a reminder, we will only review and answer questions at this time that pertain to the proposal. We do have one question regarding the Let me read this question. Is the reverse split intended to bring the company in line with the notes requirement to have 200% of shares available for conversion? We will not announce updates of further developments regarding the strategic process, but we do understand periods like this can raise some questions. We want to assure you that the board and management team are focused on acting in the best interest of all shareholders. As disclosed in the proxy statement, the board's objective in proposing the split is to raise the per-share trading price, so as to regain and maintain NASDAQ listing compliance and generate investor interest.

The proxy statement cautions that there is no assurance the split will achieve or maintain compliance, or that the post-split price will rise in proportion with the reduction in shares outstanding. There are no further questions. The time is now 8:07 A.M., and the polls are now closed for voting. The report of the Inspector of Election covering the proposal presented at this meeting is as follows. The series of alternate amendments of the company's amended and restated certificate of incorporation to effect, at the option of the company's board of directors, a reverse stock split of the company's common stock at a ratio in the range of one for 10 to one for 500 inclusive, with such ratio to be determined by the company's board of directors in its sole discretion, is approved.

We expect to report our preliminary voting results or, if available to us on a timely basis, our final voting results on a current report on Form 8-K to be filed with the SEC within four business days after the end of this meeting. If not earlier reported, we expect to report our final voting results in an amendment to our Form 8-K within four business days after the final results are known to us. This concludes the formal portion of today's meeting. Thank you for your attendance at today's meeting and for your continued support of Adagio Medical Holdings, Inc. Thank you for joining us.