#1minerva The Uterine Health Company October 2021 TM#2Legal Disclosure This presentation and accompanying oral presentation have been prepared by Minerva Surgical, Inc. ("Minerva" or "the Company"). This presentation does not purport to be all-inclusive or to contain all of the information you may desire and you should conduct your own investigation and analysis. Information provided in this presentation speaks only as of the date hereof. Minerva assumes no obligation to update any information or statement after the date of this presentation as a result of new information, subsequent events, or any other circumstances. Nothing contained in this presentation is, or should be construed as, a recommendation, promise or representation by the presenter or Minerva or any officer, director, employee, agent or advisor of Minerva. Neither Minerva nor any of its affiliates or representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of this presentation or any of the information contained herein, or any other written or oral communication transmitted or made available to you or your affiliates or representatives. Minerva and its affiliates and representatives expressly disclaim to the fullest extent permitted by law any and all liability based, in whole or in part, on this presentation or any information contained herein or any other written or oral communication transmitted or made available to you or your affiliates or representatives, including, without limitation, with respect to errors therein or omissions therefrom. This presentation contains forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on information currently available to the Company and the Company's current beliefs, expectations and assumptions regarding the future of its business, future plans and strategies and other future conditions. These statements include, but are not limited to, statements about our strategies, plans, objectives, expectations, intentions, expenditures, and assumptions and other statements contained in this presentation that are not historical facts. Forward-looking statements can be identified by words such as "anticipate," "believe," "estimate," "expect," "intend," "may." "plan," "predict," "project," "target," "potential," "will," "would." "could," "should," "continue," "contemplate" and other similar expressions, although not all forward-looking statements contain these identifying words. These statements reflect the Company's current views and involve risks and uncertainties that are difficult to predict. We describe these and other risks and uncertainties in our registration statement on Form S-1, which has been publicly filed with the SEC. The Company and its affiliates neither intend nor assume any obligation to update these forward-looking statements, which speak only as of the date made. The Company may not actually achieve the plans, intentions or expectations disclosed in its forward-looking statements, and you should not rely on the Company's forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements the Company makes. This presentation also contains estimates and other statistical data made by independent parties and by the Company relating to market size and growth and other data about the Company's industry. These estimates and other statistical data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates and other statistical data. The Company has not independently verified the statistical and other industry data generated by independent parties and contained in this presentation and, accordingly, it cannot guarantee their accuracy or completeness. In addition, expectations, assumptions, estimates and projections of the Company's future performance and the future performance of the markets in which the Company operates are necessarily subject to a high degree of uncertainty and risk. We have filed a registration statement on Form S-1 (including a preliminary prospectus) with the SEC for the offering to which this presentation relates. Before you invest, you should read the preliminary prospectus in that registration statement and other documents we have filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting the SEC website at http://www.sec.gov. Alternatively, copies of the prospectus may be obtained from J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 1-866-803-9204 or by emailing [email protected]. This presentation shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer, solicitation or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The inclusion of any website addresses in this presentation is for reference only, and such websites are not incorporated by reference into this presentation. The inclusion of any website addresses in this presentation is for reference only, and such websites are not incorporated by reference into this presentation.#3Today's Presenters Dave Clapper President, Chief Executive Officer and Director Johnson Johnson Focal NOVACEPT SURGRX* RELIGN pulmon 1OGYN neomend Conor svb> Medyst. EAL CHOLOGIE INTleyen Joel Jung Chief Financial Officer Counsyl bionano AGRAQUEST XCELERA NOVARTIS Eugene Skalnyi, M.D. Vice President, Medical Affairs neomend 10GYN NOVACEPT CYTYC 2#4Offering Summary Issuer (Exchange / Ticker): Base Offering Size: Shares Offered: Overallotment Option: Filing Range: Lock-up Period: Use of Proceeds: Joint Bookrunners: Stabilization Agent: Expected Pricing: Minerva Surgical, Inc. (Nasdaq / UTRS) $100 million (100% primary, at the midpoint of the range) 6,250,000 shares (100% primary) 937,500 shares (100% primary, 15% of base deal) $15-$17 per share 180 days for the Company, directors, executive officers, affiliates and substantially all security holders The Company currently expects to use the net proceeds from this offering to: • meet deferred payment obligations and potential milestone payments to Boston Scientific Corporation (BSC); expand sales force and operations; research and development; and • working capital and general corporate purposes J.P. Morgan, Piper Sandler, UBS Investment Bank, SVB Leerink J.P. Morgan October 21, 2021 3#5Company Overview and Investors Minerva Surgical founded in 2008 by Csaba Truckai to eliminate the pain and life disruption of excessive menstrual bleeding IOG N NOVACEPT RELIGN pulmon SURGRX* Minerva ES™ Endometrial Ablation was FDA approved (via PMA) in July 2015 Acquired Boston Scientific's Intrauterine Health products in May 2020 Complete product line of solutions to address AUB for most types of uterine anatomies Key Investors NEA Crown Venture Fund VIVO VERSANT NOVO VENTURE PARTNERS Boston, Scientific#6Executive Team Minerva has an experienced management team with a proven track record Dave Clapper President, CEO and Director Johnson-Johnion NOVACEPT SURGRX Focal Thomas Pendlebury VP Sales & Marketing HrHillrom. DePuy Synthes NOVACEPT SURGRX CYTYC ETHICON Dominique Filloux COO Arstasis ✔ CIERRA VENTRICA Wendy Bowman VP Human Resources ETHICON SURGRX* Christine Mathews CONSULTING INC. Joel Jung CFO bionano Counsyl &NOVARTIS Veronica Williams VP Quality NOVACEPT SURGRX* CARDIMA Eugene Skalnyi, M.D. VP Medical Affairs IOGYN NOVACEPT CYTYC Klyde Kanegawa VP Manufacturing NOVACEPT SURGRX* ArthroCare 5#7Board of Directors Ross A. Jaffe, M.D. Chairman of the Board of Directors NEX VERSANT Acciarent a Insulet Corporation NOVACEPT ALTER FIRE1 relevant @Woebor Doc faro Matter Dave Clapper President, CEO and Director NOVACEPT SURGA RELION PUMEX DGN neomend Focal Catherine Coste Director Deloitte. OMERICA mervyns Niquette Hunt Director Candesant revance soliton David M. Renzi Director pulmonx CARAN neamend NOVICEPT SURGnx* Jill D. Anderson Director Ali Behbahani, M.D. Director NEX MERIT BIOLUCENT SALICE HEALTH CARE OncoRes Medical LaViday OLIS immune (CARDO CHC IVANTIS CVRX CYSTER 6#8Key Company Highlights Broad suite of products for AUB Large and under- penetrated market Strong clinical evidence E Experienced & Successful Management Team a Strong financial profile with near term path to profitability Well-established & favorable reimbursement 7#9Minerva Surgical Revenue Growth Revenue ($mm) 50 40 30 20 10 0 2016A ■ Minerva sales = IUH sales 38.5% CAGR 2017A 2018A 2019A 2020A 1H 2021A Quarterly Revenue ($mm) 20 15 10 5 0 Q1 il Q4 Q2 Q3 2019A Note: 2020A includes product sales from IUH acquisition (Genesys HTA, Symphion, Resectr) starting in May 2020 and full year sales for Minerva ES Preliminary financial results: Q3'21 revenue: $12.4-$12.6mm Q3'21 YTD revenue: $38.4- $38.6mm Q1 Q2 Q3 Q4 Q1 Q2 2020A 2021A 8#10What is Abnormal Uterine Bleeding (AUB)? Characterized by... menstrual blood loss in excess of 80 ml per menstrual cycle 2-3x two to three times the average menstrual blood loss AUB can have a significant impact on a woman's quality of life • Bleeding that lasts more than 7 days • Missing work • Changing sanitary product thru the night • Wearing multiple sanitary napkins at a time or changing them frequently • Passing blood clots the size of a quarter or larger AUB impact on activities of daily living Family Anemia Social Personal life Prolonged bleeding Work life Fatigue#11Causes of AUB - Women 25 to 50 Years Old Fibroids / Polyps Dysfunctional Endometrium Causes -50% are structural causes -50% are non-structural causes Treatments Fibroid / Polyp Resection SymphionTM Tissue Removal System • ResectrTM Tissue Resection Device Endometrial Ablation • Minerva EST Endometrial Ablation System • Genesys HTAT Endometrial Ablation System Minerva offers a broad product line to treat the most common causes of AUB 10#12Our Potential Market Opportunity According to the American College of Obstetrics and Gynecology, about 1 in 3 women will seek treatment for heavy menstrual bleeding Women between 25-50 in the US 1/3 of Women between 25-50 seeking treatment for AUB Source: American College of Obstetricians and Gynecologists (ACOG); U.S. Census Bureau; IHS Markit Note: All values are approximations ¹ Recurring market opportunity is based on -$1,200 ASP for endometrial ablation and tissue resection products https://www.acog.org/patient-resources/faqs/gynecologic-problems/heavy-menstrual-bleeding -55M -18M Prevalence Population 750K women enter this age group each year equaling a recurring annual market opportunity of $900M¹ 11#13Nationwide Survey Results: "What Patients Really Want" Based on 1,116 women survey respondents 33% 364 women believe they have heavy bleeding 52% 578 women are interested in a 3-minute outpatient treatment to significantly reduce or eliminate their bleeding Women want ZERO bleeding! Source: Company sponsored survey conducted by Survey Monkey-2017 Note: Rounded to nearest whole percent 90% 90% (521 women) of the 52% who are interested in the treatment state they want zero bleeding over a significant reduction 12#14Existing Treatments and Limitations Drug Therapy Birth control pills Drug eluting IUDS LIMITATIONS: . Patient compliance Continue therapy until menopause • Require periodic removal and replacement Side effects (nausea, weight gain, depression) Endometrial Ablation Ablate the lining of the uterus in premenopausal women for whom childbearing is complete LIMITATIONS: Complications (uterine perforation, thermal injury, hemorrhaging) Hysteroscopic Tissue Removal Resection of uterine polyps and/or fibroids LIMITATIONS: . Complications (distension fluid overload, uterine perforation) Uncontrolled bleeding may compromise procedure. Cyc Hysterectomy Surgical removal of the uterus LIMITATIONS: • Hospitalization; extended recovery General Anesthesia • Procedure time . Complications (UTI, incontinence, fatigue, blood clots, blood loss, damage to adjacent organs, death) 13#15Minerva Surgical Product Portfolio Clinically and time-tested products designed to preserve the uterus by avoiding unnecessary hysterectomies Minerva ES Endometrial Ablation System Genesys HTA Endometrial Ablation System Non-Structural causes of AUB Symphion Tissue Removal System Resectr Manual Tissue Resection Device Structural causes of AUB 14#16Minerva ES Overview FDA approved in July 2015 Minerva ES handpiece Single Patient Use WOOD Cervical sealing balloon minerva Activated PFA Plasma Formation Array (PFA) System controller Key advantages of Minerva ES Intuitive Design / Ease of Use / Fast Soft, silicone array allows easy insertion, opening, and non-stick removal Designed to Enhance Safety Cervical Seal Indicator; Uterine Perforation Detection PlasmaSense TM Technology Directed plasma energy with real-time power modulation as impedance increases 15#17Minerva ES PlasmaSense™M Technology Plasma Energy inside array membrane Argon gas ionized with just 40 watts of RF Energy VS. up to 180 watts for Novasure Please click the "documentation" link in the top right-hand side of the NetRoadshow presentation to view the video N 18 Ar Ar Argon 39.948 Argon 1% of Earth's Atmosphere Nitrogen - 78 % Oxygen -21% Argon-0.93% Carbon dioxide - 0.038 % Inert Gas (Ar) lonized with RF Energy CO₂ 16#18Minerva ES Procedure Please click the "documentation" link in the top right-hand side of the NetRoadshow presentation to view the video 17#19Minerva ES Clinical Trials Overview Minerva Single Arm Study Endpoint Study patients ese Reduction in blood loss assessed by Pictorial Blood Loss Assessment Chart (PBLAC)¹ 110 patients • Enrolled across seven centers in Canada, Hungary, and Mexico Minerva Randomized Controlled Trial Reduction in blood loss assessed by Alkaline Hematin (AH) Method² 153 patients • Randomized 2:1 • Enrolled across 13 centers in the United States, Canada, and Mexico *Pictorial Blood Loss Assessment Chart (PBLAC) is a time-tested and validated menstrual diary scoring system developed by Higham. Patient success is defined as a reduction in PBLAC score from > 150 pre-treatment to a PBLAC score of ≤ 75 without incidence of acute treatment failure or additional therapy 2 Alkaline Hematin (AH) method is a validated, quantitative process of measuring blood loss by assessing used sanitary products. Patient success is defined as a reduction in AH value 2 160ml to AH value s 80ml without incidence of acute treatment failure or additional therapy 18#20Comparison to FDA assigned OPC (Objective Performance Criteria) Minerva Efficacy was "Statistically Significantly Greater" Compared to OPC Control Group¹ Company Device Name Energy Uterine anatomy Mean procedure time Amenorrhea rate* zero bleeding Success rate** Snormal bleeding Hysterectomy rate (36-mo. post treatment) Minerva Surgical Minerva ES PlasmaSense Normal 3.1 min 71.6% 91.8% 0.9% Hologic Novasure Radio Frequency Normal 5 min 36.0% 77.7% 6.3% Objective Performance Criteria Group J&J ! Ethicon Inc. ThermaChoicet Hot Water Balloon Cooper Minerva I Surgical I Surgical Her Option Cryoablation Normal >10 min 22.0% 67.4% 8.3% I Genesys HTA Heated Saline Normal and Abnormal 26.4 min 35.0% 68.4% 10.2% Source: FDA approved efficacy rates- Instructions for Use and Summary of Safety and Effectiveness Data *At 12-month follow up; amenorrhea is ZERO bleeding **At 12-month follow up; success rate is defined as s normal bleeding level, based on PBLAC diary scores * Minerva pivotal study control group for Minerva ES was the FDA-assigned OPC (Objective Performance Criteria). Control group patients for Novasure, Her Option, Genesys HTA, ThermaChoice, and MEA studies were all treated with rollerball endometrial ablation. I I I I Normal 27.4 min 13.2% 80.2% 8.6% Microsulis Medical Ltd. MEAT Microwave Normal 3.45 min 55.3% 87% no data available † Product no longer on the market 19#21Comparison to FDA assigned OPC (Objective Performance Criteria) Minerva Efficacy was "Statistically Significantly Greater" Compared to OPC Control Group¹ (X) Company Device Name Energy Uterine anatomy Mean procedure time Amenorrhea rate* zero bleeding Success rate** S normal bleeding Hysterectomy rate (36-mo. post treatment) Minerva Surgical Minerva ES PlasmaSense Normal 3.1 min 71.6% 91.8% 0.9% Hologic Novasure Radio Frequency Normal 5 min 36.0% 77.7% 6.3% Objective Performance Criteria Group Cooper Minerva I J&J Surgical I Surgical ! Ethicon Inc. Her Option Cryoablation Source: FDA approved efficacy rates - Instructions for Use and Summary of Safety and Effectiveness Data *At 12-month follow up; amenorrhea is ZERO bleeding Normal >10 min 22.0% 67.4% 8.3% I Genesys HTA ThermaChoicet I Heated Saline I Hot Water Balloon I Normal and Abnormal 26.4 min 35.0% 68.4% 10.2% **At 12-month follow up; success rate is defined as s normal bleeding level, based on PBLAC diary scores * Minerva pivotal study control group for Minerva ES was the FDA-assigned OPC (Objective Performance Criteria). Control group patients for Novasure, Her Option, Genesys HTA, ThermaChoice, and MEA studies were all treated with rollerball endometrial ablation. I 13.2% 80.2% Microsulis Medical Ltd. Off Market 274 min 8.6% MEAT Microwave 3.45 min 55.3% 87% no data available † Product no longer on the market 20#22Minerva ES Clinical Trial Results Minerva Single-Arm Study: Hysterectomy rate at 36-month follow-up 6.3% 7x Less 0.9% Minerva ES Minerva RCT Study: Patient satisfaction at 12-month follow up¹ Novasure Source: FDA approved efficacy rates - Instructions for Use ¹Patients were asked about their level of satisfaction with their endometrial ablation treatment at 12-month follow-up Patient satisfaction difference achieved statistical superiority when compared to control 79.5% Control 91.8% Minerva ES 21#23Genesys HTA (Hydro-Thermal Ablation) Overview FDA approved in April 2001 Genesys HTA handpiece ProCerva procedure sheath Tapered "sieve" tip Hysteroscope Controller Cassette Key advantages of Genesys HTA Versatile Treats normal and irregular shaped uterine cavities with hot saline Direct visualization Direct hysteroscopic visualization Convenient Controller displays all setup, procedure, and breakdown steps 22#24Genesys HTA Procedure Please click the "documentation" link in the top right-hand side of the NetRoadshow presentation to view the video 23#25SYMPHION Overview FDA-cleared in April 2014 Foot switch Fluid management accessories (Molecular filter) Controller Hysteroscope 3000cc saline bag Resection device (Cutting & coagulation) Designed to Improve: Visualization Designed to Eliminate: Fluid Overload Cuts and Coagulates Tissue RF plasma energy cuts and coagulates; on-demand spot coagulation Improved Visualization Less bleeding improves visualization; on-demand aspiration Reduced Patient Risk Closed loop fluid mgmt. system filters saline and reduces patient risk due to fluid intravasation exceeding 2500cc S 24#26SYMPHION Procedure Bipolar RF Plasma Tissue Removal Technology - Cuts and Coagulates Please click the "documentation" link in the top right-hand side of the NetRoadshow presentation to view the video 25#27SYMPHION Procedure (cont'd) Self-contained Recirculating Fluid Management reduces patient risk due to 2500cc maximum fluid intravasation Please click the "documentation" link in the top right-hand side of the NetRoadshow presentation to view the video 3000cc saline bag 500cc in system = 2500cc Maximum Fluid Loss Molecular Filter 26#28SYMPHION vs. Competitive Products Company Device Name X Cutting Mechanism Cut and Coagulation On-Demand Spot Coagulation On-Demand Cavity Fluid Aspiration Closed Circuit Fluid Filtration Volumetrically Eliminates Potential Fluid Overload Source: FDA approved efficacy rates-Instructions for Use Minerva Surgical SYMPHION RF Plasma YES YES YES YES YES Hologic MyoSure Cutting Blade NO NO NO NO NO Medtronic TruClear Cutting Blade NO NO NO NO NO 27#29Resectr Overview FDA-cleared in June 2016 Ergonomic handle Rotating cannula Outflow port Sheath DI Resection blade Key advantages of Resectr Cost-effective "Single Patient Use", manual surgical instrument works with existing hysteroscopy equipment Highly functional Enables hysteroscopic removal of polyps in a single in-office visit Comfort and convenience Does not require hospitalization Ť 28#30U.S. Reimbursement Third-party coverage and reimbursement for endometrial ablation and tissue resection procedures performed in the hospital, ASC or physician office setting is well established in the U.S. CPT Code* Minerva ES 58353 58563 Genesys HTA 58563 Symphion 58555 58558 58559 58560 58561 Resectr 58558 Description Endometrial ablation, thermal, without hysteroscopic guidance Hysteroscopy, surgical; with endometrial ablation (e.g., endometrial resection, electrosurgical ablation, thermoablation) Hysteroscopy, surgical; with endometrial ablation (e.g., endometrial resection, electrosurgical ablation, thermoablation) Hysteroscopy, diagnostic (separate procedure) Hysteroscopy, surgical; with sampling (biopsy) of endometrium and/or polypectomy. with or without D & C Hysteroscopy, surgical; with lysis of intrauterine adhesions (any method) Hysteroscopy, surgical; with division or resection of intrauterine septum (any method) Hysteroscopy, surgical; with removal of leiomyomata Hysteroscopy, surgical; with sampling (biopsy) of endometrium and/or polypectomy. with or without D & C * Level I (numeric) CPT codes and descriptors are copyrighted by the American Medical Association (AMA) **These estimates are based on the national Medicare payment rates for calendar year 2021 Office-Based Professional Fee** $1,057 $2,258 $2,258 $372 $1,496 NA ΝΑ ΝΑ $1,496 Facility-Based Professional Fee** $237 $253 $253 $156 $237 $292 $322 $367 $237 ASC Facility Payment** $1,863 $1,863 $1,863 $1,298 $1,298 $1,863 $1,863 $1,863 $1,298 Hospital Outpatient Facility Payment** $4,410 $4,410 $4,410 $2,623 $2,623 $4,410 $4,410 $4,410 $2,623 29#31Sales Strategy - Synergy Capture Minerva ES Symphion Genesys HTA Resectr 1 ...in the same uterus ...on the same patients We sell to the same doctors... ro ...who use the same products ...in the same accounts 30#32Key Accounts and Customer Validation "Cross-Selling Opportunity" Kaiser Permanente Stanford University Health Care Legend Scripps Clinic WA Existing Minerva accounts Newly-acquired IUH accounts MT Banner Health WY 8 $ YX The Christ Hospital Mayo Clinic Health Network MO TN Sisters of Charity of New York William Beaumont Hospital Cleveland Clinic Memorial Hermann NY MA Baystate Medical Center Long Island Jewish Medical Center Einstein Medical Center University of Pittsburgh Medical Center Charleston Area Medical Center Christiana Care Health System Duke University School of Medicine Grady Memorial Northside Hospital Mayo Clinic Orlando Health 31#33Market Development Economic Decision Makers (GPO, IDN, CEO, CMO, Risk Manager) 888: +998 888: Minerva Surgical Selling and Marketing Efforts New Influence OB/GYN Physicians مره New Influence Women Consumers (www.AUBandMe.com) 32#34Key Sales Initiatives Cross-Selling into Existing Accounts .Sell Symphion products at existing Minerva accounts • Sell Minerva products at existing Symphion accounts Penetrate National Accounts Secure multi-year contracts with: • Large GPOS Large IDN accounts. ***** Expand Sales & Mktg. Force • 10 Regional Sales Directors .80 Territory Sales Reps • 4 Nurse Consultants •Digital Marketing Manager 33#35Intellectual Property Portfolio Extensive Patent Estate (as of August 1, 2021) Granted Patents: Issued U.S. Patents Issued Outside of U.S. Patents Pending Patents: Pending U.S. Patents Pending Outside of U.S. Patents DOOO 72 Patents 51 Patents 21 Patents 19 Patents Patent Portfolio by Geography Outside of U.S. -40% 123 Patents Issued Globally United States -60% 34#36Minerva Surgical Revenue Growth Revenue ($mm) 50 40 30 20 10 0 2016A ■ Minerva sales = IUH sales 38.5% CAGR 2017A 2018A 2019A 2020A 1H 2021A Quarterly Revenue ($mm) 20 15 10 5 0 Q1 il Q4 Q2 Q3 2019A Note: 2020A includes product sales from IUH acquisition (Genesys HTA, Symphion, Resectr) starting in May 2020 and full year sales for Minerva ES Preliminary financial results: Q3'21 revenue: $12.4-$12.6mm Q3'21 YTD revenue: $38.4- $38.6mm Q1 Q2 Q3 Q4 Q1 Q2 2020A 2021A 35#37Our Levers for Growth Expand U.S. Commercial Infrastructure Cross-Sell Products into Newly Acquired Accounts 888: +888 888: Exploit Full Product Line at GPOS & IDNS Direct to Consumer Marketing cool Land New & Expand Existing Accounts 36#38minerva The Uterine Health Company TM