Organon & Co. 2026 Earnings Call

This is Organon & Co.'s 2026 Special Meeting of Shareholders. My name is Paul, I will be the operator of the meeting and will be assisting the speakers this morning. I will now turn the meeting over to Kirke Weaver, Organon's General Counsel and Corporate Secretary.

Thank you. Good morning and welcome. Thank you all for joining us today. I'm Kirke Weaver, Organon's General Counsel and Corporate Secretary. Before we begin the formal business of today's virtual Special Meeting of Shareholders, I would like to briefly review the procedures for the meeting. Shareholders who have logged into today's meeting using their 16-digit control number have similar rights and opportunities to participate as they would in an in-person meeting, including the ability to vote and ask questions. It is now 10:01 A.M. Eastern Daylight Time, the polls are now open. Today's Special Meeting is being held solely to consider and vote on the proposals described in the notice of Special Meeting and the accompanying proxy statement. The meeting will follow the agenda displayed on the virtual meeting website. Following the introductions and opening remarks, we will proceed with the formal business of the meeting.

Shareholders who have logged into the virtual meeting using their 16-digit control number may submit questions during the meeting by typing them into the Ask a Question field on the virtual meeting website and clicking Submit. Relevant questions relating to the proposals before the meeting will be addressed via written responses posted on our investor relations website following the meeting. To help ensure an orderly meeting, we ask that everyone follow the rules of conduct available electronically in the meeting portal at the bottom of your screen. Please also note that this meeting is being recorded. Attendees participating via webcast or by telephone are not permitted to use any audio recording device. If you experience any technical difficulties during the meeting, please call the technical support number posted in the meeting portal.

In the event we experience any technical difficulties before the conclusion of the formal business of the meeting, we may temporarily adjourn and reconvene the meeting in accordance with our bylaws. I would now like to turn things over to our Executive Chair, Carrie Cox, for her remarks and to call the meeting to order.

Thank you, Kirke, and welcome everyone. I'm Carrie Cox, Executive Chairman of the Board. Thank you for joining today's special meeting of shareholders. With me today are my fellow board members and members of the company's executive leadership team. Also joining us are representatives of PricewaterhouseCoopers LLP, Organon's independent registered public accounting firm, and Michael Barbera, who will serve as the Inspector of Election for today's meeting. It is now 10:02 A.M. Eastern Daylight Time. This meeting is officially called to order. At this time, I will ask Kirke to conduct the formal business of the meeting.

Thank you, Carrie. Under the company's bylaws, only matters described in the notice of special meeting may be considered at today's meeting. Those matters are set forth as proposals in the proxy statement relating to the special meeting. This special meeting was called by Organon's board of directors, who fixed June 15th, 2026, as the record date for determining shareholders entitled to vote at this meeting. A copy of the proxy statement, including the notice of special meeting, together with the affidavit of mailing evidencing that notice of the meeting was duly given, will be filed with the minutes of this meeting. Michael Barbera, a representative of First Coast Results, Inc., has been appointed to serve as Inspector of Election for today's special meeting. He has signed the required oath of the Inspector of Election, which will be filed with the minutes of the meeting.

As of the record date, there were 262,609,433 shares of common stock outstanding and entitled to vote at this meeting. The Inspector of Election has informed me that immediately prior to the commencement of this meeting, we had represented in person or by proxy 195,671,381 shares of common stock, or approximately 74.5% of the voting power on the record date. Because more than a majority of the voting power of the outstanding shares entitled to vote as of the record date is represented in person or by proxy, a quorum is present for the transaction of business. As announced earlier, the polls are open. Shareholders who have not already voted or who wish to change a previously submitted proxy may do so online by clicking the Vote Here button on their screen.

Note that if you did not use a 16-digit control number to enter the meeting, you may not vote at the meeting. If you have previously voted by proxy and do not wish to change your prior vote, your vote will be cast as previously instructed and no further action is required. If you have already voted in advance of this meeting, a vote at this meeting will supersede your earlier vote. Since legal notice of this special meeting has been given and a quorum is present, the meeting is properly convened and ready to proceed with the business before the meeting.

Our first item of business is the proposal to adopt the agreement and plan of merger, which I will refer to as the merger agreement, dated April 26, 2026, by and among Organon, Sun Pharmaceutical Holdings USA, Inc., which I will refer to as Sun Pharma USA, and Sun Pharma America Inc., a wholly owned subsidiary of Sun Pharma USA, which I will refer to as Merger Sub, and other parties thereto, pursuant to which Merger Sub will be merged with and into Organon, with Organon surviving the merger as a wholly owned subsidiary of Sun Pharma USA. All as more fully described in the proxy statement. I will refer to this transaction as the merger.

The second item of business is the proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Organon's named executive officers that is based on or otherwise relates to the merger. As described in the proxy statement, the board of directors recommends that shareholders vote for each of these proposals. As no other business may properly come before this special meeting, we will now proceed to close the polls. As a reminder, shareholders who have sent in proxies or voted via telephone or internet and do not wish to change their vote do not need to take any further action. I will pause briefly to allow any shareholder participating online who has not yet voted or wish to change their vote the opportunity to do so.

It appears all shareholders wishing to vote have had the opportunity to do so. All voting has been completed. It is now 10:06 A.M. Eastern Daylight Time. I hereby declare the polls closed. The Inspector of Election has informed me that the preliminary vote report indicates that the requisite votes have been cast for the proposal to adopt the merger agreement and for the proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Organon's named executive officers that is based on or otherwise relates to the merger. I declare that the merger agreement proposal and the non-binding advisory vote on the compensation proposal have each been approved. The final certified voting results will be reported in a Form 8-K filed with the Securities and Exchange Commission in accordance with applicable SEC rules.

With that, I will now turn the meeting back over to our Executive Board Chair, Carrie Cox.

Thank you, Kirk. The time is now 10:07 A.M. Eastern Daylight Time. There being no further business to come before the meeting, I declare that this special meeting of shareholders is adjourned. On behalf of the board of directors and management, thank you for joining us today and for exercising your right to vote. We appreciate your participation in today's meeting. Finally, I would like to thank our shareholders and founders for their continued support over these last five years. Thank you for your time, and have a great rest of your day.

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