EQS-News: Marinomed Biotech AG / Announcement of the Convening of the
General Meeting
Marinomed Biotech AG: Invitation to the 8th Annual General Meeting on
Wednesday, June 11, 2025, at 09:00 (Vienna time)
12.05.2025 / 11:25 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by EQS
News - a service of EQS Group.
The issuer is solely responsible for the content of this announcement.
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Convocation
of the 8^th Annual General Meeting
for Wednesday, June 11, 2025 at 9:00 a.m. (Vienna time)
at the offices of DLA Piper Weiss-Tessbach Rechtsanwälte GmbH
A-1010 Vienna, Schottenring 2-6
(as described in more detail below)
I. AGENDA
1. Presentation of the adopted financial statements 2024 in accordance
with the Austrian Commercial Code (UGB), including the management
report and the corporate governance report, the non-financial report
and the report of the Supervisory Board for the 2024 financial year
2. Resolution on the discharge of the members of the Management Board for
the 2024 financial year
3. Resolution on the discharge of the members of the Supervisory Board
for the 2024 financial year
4. Election of the auditor for the 2025 financial year
5. Resolution on the remuneration report 2024
II. DOCUMENTS FOR THE ANNUAL GENERAL MEETING, PROVISION OF INFORMATION ON
THE WEBSITE
In particular, the following documents will be available at the Company’s
website (1)www.marinomed.com, which has been entered in the commercial
register, no later than May 21, 2025:
• Financial Report 2024, in particular including the annual financial
statements in accordance with the Austrian Commercial Code (UGB) and
management report,
• Annual Report 2024, in particular including
• Non-financial report,
• Corporate governance Report,
• Report of the Supervisory Board,
• Proposed resolutions on agenda items 2 to 5,
• Remuneration report 2024,
• Form for proxies and voting instructions,
• Form for proxies and voting instructions to the IVA,
• Form for the revocation of a proxy,
• Complete text of this convocation.
III. RECORD DATE AND REQUIREMENTS FOR ATTENDING THE ANNUAL GENERAL MEETING
The entitlement to participate in the Annual General Meeting and to
exercise voting rights and other shareholder rights to be asserted at the
Annual General Meeting is based on the shareholding at the end of June 1,
2025 (24:00 Vienna time) (Record Date). Only those who are shareholders on
this Record Date and provide evidence thereof to the Company are entitled
to participate in the Annual General Meeting.
Proof of share ownership on the Record Date requires a certificate of
deposit pursuant to Sec. 10a Austrian Stock Corporation Act (AktG), which
refers to the Record Date and must be received by the Company no later
than June 5, 2025 (24:00 Vienna time) exclusively via one of the following
communication channels and addresses:
For the transmission of the certificate of deposit in text form as
specified to be sufficient pursuant to Sec. 17 Para. 2 of the Articles of
Association
By e-mail: anmeldung.marinomed@hauptversammlung.at
(please attach certificate of deposit as .pdf)
For submission of the certificate of deposit in written form by post or
courier:
Marinomed Biotech AG
c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen am Wechsel, Köppel 60
Via SWIFT ISO 15022: GIBAATWGGMS
(Message Type MT598 or MT599, please indicate ISIN ATMARINOMED6 in the
text)
Fax: +43 (0)1 8900 500 - 50
Shareholders are requested to contact their custodian bank and arrange for
the issue and transmission of a certificate of deposit.
Certificate of deposit pursuant to Sec. 10a Austrian Stock Corporation Act
(AktG)
The certificate of deposit is to be issued by the relevant custodian bank
domiciled in a member state of the European Economic Area or in a full
member state of the OECD and must contain the following information:
• Information on the issuer: name/corporate name and address or a code
commonly used in transactions between credit institutions (SWIFT
code),
• Information on the shareholder: name/corporate name and address, date
of birth for natural persons, and, if applicable, register and
register number under which the legal entity is registered in its
country of origin,
• Information on the shares: Number of shares held by the shareholder,
ISIN ATMARINOMED6
(international securities identification number),
• Deposit number and/or other designation,
• Date to which the certificate of deposit refers.
The certificate of deposit as evidence of the shareholding entitling the
shareholder to attend the Annual General Meeting must refer to the end of
the Record Date June 1, 2025 (24:00 Vienna time). The certificate of
deposit will be accepted in German or English language.
IV. POSSIBILITY OF APPOINTING A REPRESENTATIVE AND PROCEDURE TO BE
FOLLOWED
Each shareholder who is entitled to participate in the Annual General
Meeting and has provided evidence thereof to the Company pursuant to the
provisions of this convocation (Sec. III.) is entitled to appoint a
representative to attend the Annual General Meeting on behalf of the
shareholder and who has the same rights as the shareholder he/she
represents.
The proxy must be granted to a specific (natural or legal) person in text
form within the meaning of Sec. 13 (2) Austrian Stock Corporation Act
(AktG), whereby several persons may also be authorized. The granting of a
proxy is possible both before and during the Annual General Meeting. The
proxy must be received by the Company exclusively at one of the addresses
listed below:
By mail or Marinomed Biotech AG
courier: c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen am Wechsel, Köppel 60
By e-mail: anmeldung.marinomed@hauptversammlung.at
(Please attach proxies as .pdf file)
Via SWIFT ISO 15022: GIBAATWGGMS
(Message Type MT598 or MT599, please indicate ISIN ATMARINOMED6 in the
text)
By fax: +43 (0)1 8900 500 - 50
In person: When registering for the Annual General Meeting at the venue
If the proxy is not handed over in person at the registration desk on the
day of the Annual General Meeting, the proxy must be received at one of
the aforementioned addresses by June 10, 2025, 4:00 p.m. (Vienna time) at
the latest.
A proxy form and a form for revoking the proxy are available on the
Company's website at (2)www.marinomed.com. The use of one of the forms is
not mandatory within the meaning of Sec. 114 (3) Austrian Stock
Corporation Act (AktG). The above provisions on the granting of a proxy
apply mutatis mutandis to the revocation of a proxy.
Independent proxy
As a special service, a representative of the Interessenverband für
Anleger - IVA, Feldmühlgasse 22, 1130 Vienna, Austria, is available to
shareholders as an independent proxy for exercising voting rights at the
Annual General Meeting in accordance with instructions; a special proxy
form is available for this purpose on the Company's website at
(3)www.marinomed.com. In addition, it is possible to contact Mr. Florian
Prischl from IVA directly at +43 1 9971025 or by e-mail at
prischl.marinomed@hauptversammlung.at.
V. NOTES ON SHAREHOLDERS' RIGHTS PURSUANT TO SECS. 109, 110, 118 AND 119
Austrian Stock Corporation Act (AktG)
1. Additions to the agenda by shareholders pursuant to Sec. 109 Austrian
Stock Corporation Act (AktG)
Shareholders whose shares individually or collectively amount to 5% of the
share capital and who have held these shares for at least three months
prior to submitting the request may request in writing that additional
items be placed on the agenda of this Annual General Meeting and
announced, provided that this request is received by the Company in
writing by post or courier no later than May 21, 2025 (midnight Vienna
time) exclusively at the address Marinomed Biotech AG, attn. Mr. Bernd
Braunstein, Hovengasse 25, 2100 Korneuburg, Austria. Each agenda item so
requested must be accompanied by a proposed resolution and a statement of
reasons. The agenda item and the proposed resolution, but not the reasons
for it, must also be submitted in German language. Proof of shareholding
must be provided by submitting a certificate of deposit pursuant to Sec.
10a Austrian Stock Corporation Act (AktG), which confirms that the
shareholders submitting the motion have held the shares for at least three
months prior to submitting the motion and which must not be older than
seven days at the time of submission to the Company. Several certificates
of deposit for shares that only together represent the 5% shareholding
must refer to the same date (day, time). With regard to the other
requirements for the certificate of deposit, please refer to the
information on eligibility to participate (Sec. III.).
2. Resolution proposals from shareholders on the agenda pursuant to Sec.
110 Austrian Stock Corporation Act (AktG)
Shareholders whose shares individually or collectively amount to 1% of the
share capital may submit proposals for resolutions on any item on the
agenda in text form within the meaning of Sec. 13 para. 2 of the Austrian
Stock Corporation Act (AktG) and demand that such proposals, including the
names of the respective shareholders, the grounds therefor and any
statement made by the Management Board or the Supervisory Board be made
available on the Company's website entered in the commercial register,
provided that this request is submitted in text form no later than May 30,
2025 (24:00 Vienna time) to the address Marinomed Biotech AG, attn. Bernd
Braunstein, Hovengasse 25, 2100 Korneuburg, Austria, or by e-mail:
(4)ir@marinomed.com, whereby the request must be received in text form
within the meaning of Sec. 13 (2) Austrian Stock Corporation Act (AktG),
for example as a .pdf attached to the e-mail.
3. Shareholders' right to information pursuant to Sec. 118 Austrian Stock
Corporation Act (AktG)
Upon request, each shareholder must be provided with information on the
Company's affairs at the Annual General Meeting, insofar as this is
necessary for the proper assessment of an item on the agenda. The duty to
provide information also extends to the Company's legal relationships with
an affiliated company. The information may be refused if, according to
reasonable business judgment, it is likely to cause a significant
disadvantage to the Company or an affiliated company, or if providing it
would be punishable by law.
4. Motions by shareholders at the Annual General Meeting pursuant to Sec.
119 Austrian Stock Corporation Act (AktG)
Every shareholder - irrespective of a specific shareholding - is entitled
to submit motions at the Annual General Meeting on any item on the agenda
(exception: proposed resolutions for election to the Supervisory Board).
The prerequisite for this is proof of eligibility to participate as
defined in this convocation.
5. Information on the website
Further information on shareholders' rights pursuant to Secs. 109, 110,
118 and 119 Austrian Stock Corporation Act (AktG) and information on data
protection can be found on the Company's website (5)www.marinomed.com
under the menu items "Investors & ESG" and "Annual General Meeting".
VI. FURTHER DISCLOSURES AND INFORMATION1. Total number of shares and
voting rights
At the time the Annual General Meeting is convened, the Company's share
capital amounts to EUR 1,778,333.00 and is divided into 1,778,333 no-par
value bearer shares. Each share grants one vote. The total number of
voting rights at the time the Annual General Meeting is convened is
therefore 1,778,333 voting rights. The Company does not hold any treasury
shares, either directly or indirectly, at the time the Annual General
Meeting is convened.
2. Proof of identity and admission
Shareholders and their proxies are requested to have valid official photo
ID ready for identification purposes when registering.
3. Location of the Annual General Meeting and access
The Annual General Meeting will be held at the premises of DLA Piper
Weiss-Tessbach Rechtsanwälte GmbH, Schottenring 2-6, 1010 Vienna, Austria,
on the first floor in the "Oktogon" room. Access is only possible via the
entrance on Vienna's Ringstrasse with the address Schottenring 2-6, 1010
Vienna, Austria. The building in which the Annual General Meeting takes
place is also known as "Haus am Schottentor". Access to the venue of the
Annual General Meeting will be possible from 8:30 a.m. (Vienna time) on
June 11, 2025. A designated person will provide access at the entrance to
the building (Schottenring 2-6, 1010 Vienna, Austria)
Korneuburg, May 2025 The Management Board
Note:
This is a working translation of the German language version and for
convenience only. In the event of conflict with the German language
version, the German language version shall prevail.
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12.05.2025 CET/CEST
══════════════════════════════════════════════════════════════════════════
Language: English
Company: Marinomed Biotech AG
Hovengasse 25
2100 Korneuburg
Austria
Phone: +43 2262 90300
E-mail: office@marinomed.com
Internet: www.marinomed.com
ISIN: ATMARINOMED6
WKN: A2N9MM
Listed: Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt,
Munich, Stuttgart, Tradegate Exchange; Vienna Stock Exchange
(Official Market)
End of News EQS News Service
2135304 12.05.2025 CET/CEST
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