As shareholder(s) of Marinomed Biotech AG, I/we hereby authorize
Mr. Florian PRISCHLc/o IVA - Interessenverband für Anleger, Feldmühlgasse 22, 1130 Vienna, Austria
In particular, I/we authorize the above-mentioned proxy holder to vote on my/our behalf and pass resolutions regarding the following agenda items:
Resolution on the discharge of the members of the Management Board for the 2025 financial year
Resolution on the discharge of the members of the Supervisory Board for the 2025 financial year
Election of the auditor for the 2026 financial year
Resolution on the remuneration report 2025
Resolution on (a) the revocation of the resolution of the General Assembly dated 11 June 2025 on the reduction of the number of members of the Supervisory Board due to resignation and (b) election of one person into the Supervisory Board
Resolution on (a) the revocation of the authorization of the management issued under item 7 of the agenda of the General Assembly dated 20 June 2024 to issue financial instruments pursuant to section 174 Austrian Stock Corporation Act (AktG) as far as such authorization has not yet been utilized and simultaneously (b) the authorization of the Board of Directors to issue financial instruments pursuant to section 174 Austrian Stock Corporation Act (AktG), in particular convertible bonds, profit participating bonds, participation rights providing acquisition of and/or conversion and change into shares of the company including partial exclusion of subscription rights (direct exclusion) and authorization to exclude subscription rights of shareholders upon approval of the Supervisory Board;
Resolution on (a) the revocation of the contingent capital 2024 as far as not yet utilized and simultaneously (b) the contingent increase of the share capital of the company pursuant to section 159 para 2 lit 1 Austrian Stock Corporation Act (AktG) in order to (i) honour and issue to holders of financial instruments pursuant to section 174 Austrian Stock Corporation Act (AktG, and to (ii) grant stock options to employees, executive employees and members of the Management Board (Contingent Capital 2026) and respective adaptation of Clause 5 of the Articles of Association;
Resolution on (a) the revocation on the existing approved capital as far as not yet utilized and simultaneously (b) the creation of a new approved capital of up to 50% of the share capital at the time of this General Assembly against cash and/or contributions in kind including the authorization to
exclude subscription rights and partial direct exclusion of subscription rights and respective adaptation of Clause 5 of the Articles of Association;
Resolution on the authorization of the Board of Directors to (a) acquire own shares according to Clause 65 para 1 lit 8 and para 1a and para 1b Austrian Stock Corporation Act (AktG) via the stock exchange or otherwise up to 10% of the share capital, also excluding a pro rata sales entitlement which may accompany such acquisition of own shares (reverse exclusion of subscription rights), and (b) to resolve pursuant to section 65 para 1b Austrian Stock Corporation Act (AktG) on the alienation or use of own shares in another way than alienation via stock exchange or via a public offer analogously applying the rules on the exclusion
I/we issue the instruction to the above mentioned proxy holder to vote on my/our behalf regarding the resolution proposals of the Management Board and the Supervisory Board for agenda items 2 to 10 as stipulated in the invitation to the Annual General Meeting made available for download at the website of the Company (https://www.marinomed.com) as follows (please mark with a cross as applicable); without explicit instruction, the proxy holder will abstain from voting:
AGENDA ITEM 2 - Discharge of the Management BoardYES Vote | NO Vote | Abstention |
AGENDA ITEM 3 - Discharge of the Supervisory Board
YES Vote | NO Vote | Abstention |
AGENDA ITEM 4 - Election of the Auditor 2026
YES Vote | NO Vote | Abstention |
AGENDA ITEM 5 - Remuneration Report 2025
YES Vote | NO Vote | Abstention |
AGENDA ITEM 6 - Election to the Supervisory Board
YES Vote | NO Vote | Abstention |
YES Vote | NO Vote | Abstention |
AGENDA ITEM 8 - Conditional capital increase
YES Vote | NO Vote | Abstention |
AGENDA ITEM 9 - Approved capital
YES Vote | NO Vote | Abstention |
AGENDA ITEM 10 - Acquisition of own shares
YES Vote | NO Vote | Abstention |
In case there is an individual voting on one or multiple agenda items during the Annual General Meeting, the instruction for voting on such agenda item shall be applicable to each subitem.
The above-mentioned proxy holder is entitled and authorized to grant sub authorizations.
The named proxy holder is empowered and authorized to carry out all actions and declarations under exemption from the restrictions of self-contracting and double representation.
Information on the protection of shareholder dataMarinomed Biotech AG processes personal data of its shareholders (including, but not limited to, those pursuant to Art. 10a para. 2 of the Austrian Stock Corporation Act (AktG), i.e. name, address, date of birth, securities deposit number, number of shares held by the shareholder, class of shares where applicable, voting card number and, where applicable, name and date of birth of the authorized person(s)) on the basis of the applicable data protection provisions and the Austrian Stock Corporation Act (AktG), to enable the shareholders to exercise their rights at the Annual General Meeting.
The processing of personal data of shareholders is an unconditional requirement for the attendance of the shareholders and their representatives at the Annual General Meeting in accordance with the Austrian Stock Corporation Act (AktG). Marinomed is the controller responsible for the processing. Consequently, Art. 6 (1) c) of the GDPR provides the legal basis for data processing.
The service providers retained for the purposes of organizing the Annual General Meeting, will receive exclusively those personal data from Marinomed Biotech AG which are necessary to deliver the services for which they have been contracted, and they will process such data exclusively in accordance with the instructions of Marinomed Biotech AG.
At any time, each shareholder has the right of information, rectification, restriction, revocation and extinction regarding the processing of his/her personal data, as well as a right to data portability under chapter III of the GDPR. Personal data of shareholders will be deleted at the end of the legal retention period. Shareholders may exercise these rights free of charge by contacting Marinomed Biotech AG at the following contact details:
Marinomed Biotech AG Attn. Andreas Grassauer Hovengasse 25
2100 Korneuburg Austria
e-mail: datenschutz@marinomed.com
Moreover, the shareholders have the right to file a complaint with the data protection authority in accordance with Art. 77 of the GDPR.
(Name/company and address of the shareholder in capital letters)
(Date, personal signature of the shareholder or facsimile of such signature)
(Custodian bank) / (Number of no-par value shares)
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.
