EQS-News: Marinomed Biotech AG / Announcement of the Convening of the
General Meeting
Marinomed Biotech AG: Convening of an Extraordinary General Meeting for
Tuesday, 23 September 2025 at 1:00 p.m.
02.09.2025 / 09:16 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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Convening
of an Extraordinary General Meeting
for Tuesday, 23 September 2025 at 1:00 p.m. (Vienna time)
at the premises of the Company in
A-2100 Korneuburg, Hovengasse 25
I. AGENDA
1. Resolution on (a) the cancellation of the authorization to issue
financial instruments within the meaning of Section 174 Austrian Stock
Corporation Act (AktG) resolved at the Extraordinary General Meeting
on 19 December 2024 under item 2 of the agenda and (b) the
authorization of the Management Board, with the approval of the
Supervisory Board, to issue financial instruments within the meaning
of Section 174 Austrian Stock Corporation Act (AktG), in particular
convertible bonds, participating bonds or profit participation rights,
which may provide for the subscription and/or exchange of shares in
the Company, whereby the subscription rights of shareholders to these
financial instruments are excluded (direct exclusion of subscription
rights)
2. Resolution on the conditional increase of the Company's share capital
pursuant to Section 159 para. 2 no. 1 Austrian Stock Corporation Act
(AktG) for the issue to creditors of financial instruments
("Conditional Capital 2025") and the corresponding amendment of the
Articles of Association in Section 5 (Share Capital and Shares)
II. DOCUMENTS FOR THE GENERAL MEETING, PROVISION OF INFORMATION ON THE
WEBSITE
The following documents in particular must be made available no later than
2 September 2025 at the latest on the Company's website entered in the
commercial register at (1)www.marinomed.com:
• Proposed resolutions on agenda items 1 and 2,
• Report of the Management Board pursuant to Section 174 para. 4 in
conjunction with Section 153 para. 4 Austrian Stock Corporation Act
(AktG) on the exclusion of subscription rights when issuing financial
instruments and on the conditional increase in share capital under
agenda items 1 and 2,
• Form for issuing a power of attorney and voting instructions,
• Form for the revocation of a power of attorney,
• Complete text of this convocation.
III. RECORD DATE AND REQUIREMENTS FOR PARTICIPATION IN THE GENERAL MEETING
The entitlement to participate in the General Meeting and to exercise
voting rights and other shareholder rights to be asserted at the General
Meeting is based on the shareholding at the end of 13 September 2025
(24:00 Vienna time) (record date). Only those who are shareholders on this
record date and can prove this to the Company are entitled to participate
in the General Meeting.
Proof of share ownership on the record date requires a deposit certificate
pursuant to Section 10a Austrian Stock Corporation Act (AktG), which
refers to the record date and must be received by the Company no later
than 18 September 2025 (24:00 Vienna time) exclusively via one of the
following communication channels and addresses:
For the transmission of the deposit confirmation in text form, which the
Articles of Association pursuant to Section 17 para. 2 allow to suffice
By e-mail: anmeldung.marinomed@hauptversammlung.at
(Please send deposit confirmations in .pdf format)
For the transmission of the deposit confirmation in written form by post
or courier:
Marinomed Biotech AG
c/o HV-Veranstaltungsservice GmbH
A-8242 St. Lorenzen am Wechsel, Köppel 60
Per 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 deposit certificate.
Deposit certificate pursuant to § 10a Austrian Stock Corporation Act
(AktG)
The deposit certificate must be issued by the custodian bank with its
registered office in a member state of the European Economic Area or in a
full member state of the OECD and must contain the following information:
• Details of the issuer: company name and address or a code commonly
used in transactions between credit institutions (SWIFT code),
• Information on the shareholder: name/company name and address, in the
case of natural persons additionally the date of birth, in the case of
legal entities, if applicable, the register and 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
(internationally used securities identification number),
• securities account number, otherwise another designation,
• the date to which the deposit certificate refers.
The deposit certificate as proof of share ownership for participation in
the General Meeting must refer to the end of the record date 13 September
2025 (24:00 Vienna time). The deposit certificate will be accepted in
German or English.
IV. POSSIBILITY OF APPOINTING A PROXY AND THE PROCEDURE TO BE
FOLLOWED
Every shareholder who is entitled to participate in the General Meeting
and has proven this to the Company in accordance with the stipulations in
this convening notice (item III.) has the right to appoint a
representative who will participate in the General Meeting on behalf of
the shareholder and has the same rights as the shareholder whom he/she
represents.
The proxy must be granted to a specific (natural or legal) person in text
form within the meaning of Section 13 (2) Austrian Stock Corporation Act
(AktG), whereby several persons may also be authorized. The granting of a
power of attorney is possible both before and during the General Meeting.
The power of attorney must be received by the Company exclusively at one
of the addresses listed below:
By post or Marinomed Biotech AG
Messenger: c/o HV-Veranstaltungsservice GmbH
A-8242 St. Lorenzen am Wechsel, Köppel 60
By e-mail: anmeldung.marinomed@hauptversammlung.at
(Please send powers of attorney in .pdf format)
By 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: Upon registration for the General Meeting at the venue
If the power of attorney is not handed over in person at the registration
desk on the day of the General Meeting, the power of attorney must be
received by the Company by 22 September 2025, 16:00 (Vienna time), at one
of the aforementioned addresses.
Forms for the granting and revocation of a power of attorney 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 Section 114 para. 3 Austrian
Stock Corporation Act (AktG). The above provisions on the granting of a
power of attorney applies mutatis mutandis to its revocation.
Independent proxy
Information on an independent proxy recommended by the Company will be
published shortly on the Company's website at (3)www.marinomed.com.
V. INFORMATION ON SHAREHOLDERS' RIGHTS IN ACCORDANCE WITH Sections 109,
110, 118 AND 119 Austrian Stock Corporation Act (AktG)
1. Additions to the agenda by shareholders in accordance with Section 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 their request may request in writing that additional
items be placed on the agenda of this General Meeting and announced,
provided that this request is received by the Company no later than 4
September 2025 (24:00 Vienna time) exclusively at the address Marinomed
Biotech AG, attn. Mr. Bernd Braunstein, Hovengasse 25, A-2100 Korneuburg.
Each agenda item requested in this way 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 provided in German.
Proof of shareholder status must be provided by submitting a deposit
certificate in accordance with Section 10a Austrian Stock Corporation Act
(AktG), which confirms that the shareholder(s) submitting the motion
has/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 deposit confirmations 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 deposit
certificate, please refer to the information on eligibility to participate
(point III.).
2. Resolution proposals from shareholders on the agenda pursuant to
Section 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 Section 13 para. 2 of the
Austrian Stock Corporation Act (AktG) and request that these proposals,
together with the names of the shareholder(s) concerned, the reasons to be
given and any statement by the Management Board or Supervisory Board, be
made available on the Company's website entered in the commercial
register, provided that this request is received by the Company at
Marinomed Biotech AG, attn. Bernd Braunstein, Hovengasse 25, A-2100
Korneuburg, or by e-mail at (4)ir@marinomed.com no later than 12 September
2025 (midnight Vienna time)(5): , whereby the request must be received in
text form within the meaning of Section 13 para. 2 Austrian Stock
Corporation Act (AktG), for example as a .pdf attached to the e-mail.
3. Shareholders' right to information pursuant to Section 118 Austrian
Stock Corporation Act (AktG)
Every shareholder must be provided with information on Company matters at
the General Meeting upon request, 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 and to the situation of the Group and the companies
included in the consolidated financial statements. 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 General Meeting pursuant to Section 119
Austrian Stock Corporation Act (AktG)
Every shareholder - irrespective of a specific shareholding - is entitled
to submit motions at the 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 invitation.
5. Information on the website
Further information on shareholders' rights in accordance with Sections
109, 110, 118 and 119 Austrian Stock Corporation Act (AktG) as well as
information on data protection is available on the Company's website
(6)www.marinomed.com under the menu items "Investors & ESG" and "Annual
General Meeting".
VI. FURTHER INFORMATION AND NOTES1. Total number of shares and voting
rights
At the time the General Meeting is convened, the Company's share capital
amounts to EUR 1,778,333.- 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 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 General Meeting is convened.
2. Proof of identity and admission
Shareholders and their proxies are requested to have a valid official
photo ID ready for identification purposes when registering.
3. Location of the General Meeting and access
The General Meeting will be held at the premises of Marinomed Biotech AG
at the address Hovengasse 25, 2100 Korneuburg, Austria. Access to the
venue of the General Meeting on 23 September 2025 is possible from 12:30
p.m. (Vienna time).
Korneuburg, September 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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02.09.2025 CET/CEST
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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
2191836 02.09.2025 CET/CEST
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