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EQS-News: Marinomed Biotech AG / Announcement of the Convening of the General Meeting
Marinomed Biotech AG: Invitation to the 7th Annual General Meeting on Thursday, June 20, 2024, at 13:00 (Vienna time)
2024-05-23 / 09:00 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by EQS News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
Invitation
to the 7^th Annual General Meeting
on Thursday, June 20, 2024, at 13:00 (Vienna time)
at the Competence Centre of Raiffeisenbank Korneuburg
A-2100 Korneuburg, Stockerauer Straße 94

I. AGENDA
1. Presentation of the adopted financial statements 2023 according to the Austrian Commercial Code (UGB),
including the management report and the corporate governance report, the non-financial report, the consolidated
financial statements 2023 according to IFRS including the group management report, and the report of the
Supervisory Board on the 2023 financial year
2. Resolution on the discharge of the members of the Management Board from their responsibility for the 2023
financial year
3. Resolution on the discharge of the members of the Supervisory Board from their responsibility for the
2023 financial year
4. Election of the auditor of the financial statements and the consolidated financial statements for the
2024 financial year
5. Resolution on the remuneration report 2023
6. Resolution on the principles of remuneration for the members of the Management Board and the Supervisory
Board (Remuneration Policy)
7. Resolution on (a) the cancellation of the authorization granted by the Annual General Meeting of June 17,
2021 under item 6 of the agenda, to issue financial instruments within the meaning of Sec. 174 Austrian Stock
Corporation Act (AktG) and (b) the authorization of the Management Board to issue financial instruments within the
meaning of Sec. 174 AktG, in particular convertible bonds, profit participating bonds or participation rights that
may comprise the purchase of and/or the exchange into shares of the Company, including the partial exclusion of
statutory subscription rights (direct exclusion) as well as the authorization to exclude the statutory subscription
rights to these financial instruments with the approval of the Supervisory Board
8. Resolution on (a) the cancellation of the existing Conditional Capital 2021 and (b) the conditional
increase of the share capital of the Company according to Sec. 159 Para. 2 sentence 1 AktG for issuance to
creditors of financial instruments (Conditional Capital 2024) as well as the corresponding amendment of the
Articles of Associations in Sec. 5 (Share Capital) Para. 5 and Para. 9
9. Resolution on the change of the conditional capital according to Sec. 159 Para. 2 (3) AktG in accordance
with the resolutions by the Annual General Meetings dated September 17, 2020, June 15, 2022, and June 21, 2023,
respectively, whereby this conditional capital can be used exclusively to service stock options which are allocated
to members of the Management Board as well as to employees of the Company in accordance with the Management Stock
Option Plan 2024 as well as on the corresponding amendment of the Articles of Association in Sec. 5 (Share Capital)
Para. 8
10. Resolution on (a) the cancellation of the existing authorized capital and (b) the creation of a new
authorized capital in the amount of up to 50% of the share capital in exchange for cash and/or in kind with the
authorization to exclude the statutory subscription rights and partial direct exclusion of the statutory
subscription rights as well as the corresponding amendment of the Articles of Association in Sec. 5 (Share Capital)
Para. 6
11. Resolution on the amendment of the Articles of Association in Sec. 3 and Sec. 16

II. ANNUAL GENERAL MEETING DOCUMENTS, PROVIDING INFORMATION ON THE WEBSITE
In particular, the following documents will be available at the Company's website www.marinomed.com, which has been
entered in the commercial register, no later than May 30, 2024:
. Financial Report 2023, in particular including the financial statements according to the Austrian
Commercial Code (UGB) and management report, consolidated financial statements according to IFRS and group
management report,
. Annual Report 2023, in particular including
? Non-financial report,
? Corporate governance report,
? Report of the Supervisory Board,

. Resolution proposals on agenda items 2 to 11,
. Remuneration report 2023,
. Remuneration Policy for the members of the Management Board,
. Remuneration Policy for the members of the Supervisory Board,
. Report of the Management Board according to Sec. 174 Para. 4 in conjunction with Sec. 153 Para. 4 AktG on
the exclusion of statutory subscriptions rights when issuing financial instruments (for agenda items 7 and 8)

. Report of the Management Board and the Supervisory Board according to Sec. 159 Para. 2 cif. 3 AktG (for
agenda item 9)
. Report of the Management Board according to Sec. 170 Para. 2 in conjunction with Sec. 153 Para. 4 AktG
(for agenda item 10)
. Comparative version of the Company's Articles of Association,
. 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 invitation.

III. RECORD DATE AND PREREQUISITES FOR ATTENDING THE ANNUAL GENERAL MEETING
The shareholders' rights to attend the Annual General Meeting and to exercise the voting right and the other
shareholder rights to be asserted in the course of the Annual General Meeting are governed by their shareholdings as of
the end of June 10, 2024 (24:00 Vienna time) (Record Date). The Annual General Meeting may only be attended by persons
who are shareholders at such Record Date and who provide evidence thereof to the Company.
A certificate of deposit pursuant to article 10a of the Austrian Stock Corporation Act (AktG) must be submitted to
provide evidence of the shareholding as at the Record Date, which is to be delivered to the Company no later than June
17, 2024 (24:00 Vienna time) exclusively via one of the communication channels and addresses indicated below:
For submission 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 file)
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
By SWIFT ISO 15022: GIBAATWGGMS (message type MT598 or MT599, ISIN ATMARINOMED6 to be stated in the text)
By telefax: +43 (0)1 8900 500 - 50
Shareholders are requested to contact their custodian banks and instruct them to issue and transfer the certificate of
deposit.
Certificate of deposit pursuant to Sec. 10a of the Austrian Stock Corporation Act (AktG)
The certificate of deposit is to be issued by the relevant custodian bank with its headquarters in a member state of
the European Economic Area or in a full member state of the OECD and must include the following information:
. Information on the issuer: name/corporate name and address or any code that is customarily used among
credit institutions (SWIFT code),
. Information on the shareholder: name/corporate name, address, date of birth for natural persons, and, if
applicable, register and register number for legal entities,
. Information on the shares: number of the shares held by the shareholder, ISIN ATMARINOMED6 (international
security 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 above-mentioned Record Date June 10, 2024 (24:00 Vienna time). The certificate of deposit
will be accepted in German or English language.

IV. RIGHT TO APPOINT AN AUTHORIZED REPRESENTATIVE AND PROCEDURE TO BE FOLLOWED
Each shareholder who is entitled to attend the Annual General Meeting and has submitted proof thereof to the Company
pursuant to the specifications in Section III. of this invitation, is entitled to appoint a representative who will
take part in the meeting on such shareholder's behalf and who will have the same rights as the shareholder whom he/she
is representing.
Proxy must be given to a specific person (natural person or legal entity) in text form (Sec. 13 Para. 2 of the Austrian
Stock Corporation Act (AktG)). It is permissible to authorize several persons. The issuance of a proxy is permissible
both prior to and during the Annual General Meeting. For the delivery of proxies, the following exclusive communication
channels and addresses must be used:
By post or courier:
Marinomed Biotech AG
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)
By SWIFT ISO 15022: GIBAATWGGMS (message type MT598 or MT599, ISIN ATMARINOMED6 to be stated in the text)
By telefax: +43 (0)1 8900 500 - 50
In person: When registering for the Annual General Meeting at the venue
If a proxy is not personally delivered on the date of the Annual General Meeting at the entry/exit checkpoint, it must
be delivered to one of the addresses indicated above no later than June 19, 2024, 16:00 (Vienna time).
A proxy form and a form for revoking the proxy may be downloaded from the Company's website at www.marinomed.com. The
use of one of the forms is not mandatory within the meaning of Sec. 114 Para. 3 Austrian Stock Corporation Act (AktG).
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