Ocugen, Inc. Common Stock EGM 2026

Please go ahead. Good morning, everyone.

I'd like to officially call the meeting to order and welcome all of you to the special meeting of stockholders of Ocugen, Inc. I'm Shankar Musunuri, Chairman, CEO, and Co-Founder of Ocugen, and I'll be presiding at this meeting. This special meeting is being held virtually in an effort to make the meeting as accessible as possible to our stockholders. We believe this format enables maximum stockholder participation by offering our stockholder the same opportunities to participate as would be available at in-person meeting, as well as increased accessibility. We appreciate your participation today. Before proceeding to the business of the meeting, I would like to introduce our directors and members of our management. In addition to myself, the following members of the board of directors are present: Uday B.

Kompella, Chair of the Science and Technology Committee, Kirsten Castillo, Chair of the Nominating and Corporate Governance Committee, John Tsang, Blaise Coleman, Chair of the Audit Committee, and Satish Chandran, Chair of the Compensation Committee. Further, in addition to myself, Rita Johnson-Greene, our Chief Financial Officer, is also present. We'll conduct the business of our special meeting first, and upon adjournment, members of management will be available to answer questions. James J. Wright from American Election Services, LLC, a representative of Broadridge Financial Solutions, Inc., will serve as the independent inspector at this special meeting. We have adopted an agenda that will govern the order of business and the rules of conduct for the meeting. Copies of the agenda and the rules are available on the virtual meeting website. To conduct an orderly meeting, we ask that participants abide by these rules.

If you are a stockholder and wish to ask a question, you can submit your name and question at any time on the virtual meeting website. As stated in the rules of conduct, we ask that you restrict your remarks to the items set forth on the meeting agenda. Thank you for your cooperation with these rules. The polls opened at the commencement of this meeting. If you have already voted by proxy, there is no need to vote today unless you would like to change your vote. This meeting is held pursuant to the notice of special meeting of stockholders mailed on or about July 30, 2026, to each record holder of a share of common stock of the company as of the close of business on July 27, 2026.

All stockholders of record at the close of business on July 27, 2026, are entitled to vote at the special meeting. A list of holders of common stock entitled to vote at this meeting has been available at the company's headquarters for the past 10 days and is posted on virtual meeting website for examination by any stockholder desiring to do so. All documents concerning the call and notice of these meetings are posted on the virtual meeting website and will be filed with the records of the meeting. The inspector has examined the proxies received and reports that holders of one-third of the voting power of all outstanding shares of common stock entitled to vote at the meeting are present virtually via live webcast are represented by proxy. Therefore, I declare a quorum present.

On behalf of the board of directors, I'd like to express my appreciation to all stockholders who returned their proxies. The first matter to be acted on by the stockholders is item one, the approval of the adoption of an amendment of sixth amended and restated certificate of incorporation as amended, which we refer to as the Charter, to increase the number of authorized shares of common stock by 250 million shares. Item two is the approval of an adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve item one. The discussion of the matter for stockholder consideration is now closed. I hereby declare the polls on item two closed. A preliminary report of the inspector reflects that.

With respect to item one, the adoption of an amendment to our Charter to increase the number of authorized shares of common stock by 250 million shares may not have received the requisite stockholder approval, and the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of special meeting to approve item one was approved.

Because we may not have received approval of item one, polls will stay open to receive votes you may wish to cast on item one, and I hereby declare that special meeting be adjourned with respect to item one in accordance with Ocugen's second amended and restated bylaws as amended and the applicable provisions of the Delaware General Corporation Law as amended to October 5, 2026, at 8:00 A.M. Eastern Time, to be held virtually at the same virtual meeting site used to host today's meeting. Stockholders will be able to log into and access the adjourned special meeting on October 5th the same way that they logged into and accessed today's meeting. The record date for the adjourned special meeting on October 5th will remain July 27, 2026. The date, time, and other information relating to the adjourned special meeting is currently being displayed on the virtual meeting website.

Any votes on item one that have previously been submitted by proxy will be voted at the adjourned special meeting unless properly revoked. Thank you for your cooperation.