Announcement of the convening of the Ordinary General Meeting of Shareholders of READ-GENE S.A. as of June 30, 2023

 The Board of READ-GENE S.A. with its registered office in Szczecin informs that it has decided to convene on the following day June 30, 2023, at 15:00 Ordinary General Meeting of Shareholders, which will take place in Szczecin at ul. 3 Maja 8/1 – Notary Office of Dobrosława Anna Kuniewicz.

The agenda of the Ordinary General Meeting of Shareholders will include:

1. Opening of the Assembly.
2. Election of the Chairman and confirmation of the General Meeting's ability to adopt resolutions,
3. Adopting a resolution approving the management board's report on the company's activities for 2022.
4. Adopting a resolution approving the management board's report on the activities of the READ-GENE capital group for 2022.
5. Adopting a resolution on the approval of the Company's financial statements for the financial year 2022.
6. Adoption of a resolution on the approval of the financial statements of the READ-GENE capital group for the financial year 2022.
7. Adopting a resolution approving the Supervisory Board's report for 2022.
8. Adopting a resolution on the allocation of profit from 2022.
9. Adopting a resolution on the assessment of the request of the Company's Management Board to allocate the profit from previous years disclosed in 2021 to reduce losses from previous years
10. Adopting a resolution on the assessment of the request of the Company's Management Board to allocate the profit from previous years disclosed in 2022 to reduce losses from previous years
11. Adopting a resolution on granting discharge to the President of the Management Board for the performance of his duties in 2022.
12. Adopting resolutions on granting discharge to members of the Supervisory Board for the performance of their duties in 2022.
13. Adopting a resolution on the election of a one-person Management Board of READ-GENE SA.
14. Adopting resolutions on the election of members of the Supervisory Board of READ-GENE SA.
15. Free requests.
16. Closing of the session.

Additional information  

The Board of READ-GENE S.A. informs that by Art. 406¹ – 406³ of the Commercial Companies Code, only persons who are shareholders of the Company sixteen days before the date of the General Meeting, i.e. on June 14, 2023, have the right to participate in the General Meeting of the Company, and in addition:

1. if they are entered in the share register on the date of registration of participation in the general meeting, i.e. June 14, 2023 - in the case of persons entitled to registered shares and temporary certificates and in the case of pledgees and users who have the right to vote;
2. if the bearer shares documents in the form of a document submitted to the Company's office (Grzepnica, ul. Alabastrowa 8) no later than on the day of registration of participation in the General Meeting, i.e. June 14, 2023 (Mon-Fri 8:00-16:00) and will not be collected before the end of that day - in the case of those entitled to bearer shares in the form of a document. Instead of shares, within the above deadline, a certificate issued as proof of depositing the shares with a notary, a bank, or an investment company having its registered office or branch in the territory of the European Union or a country that is a party to the Agreement on the European Economic Area may be submitted. The certificate must contain the numbers of the share documents and a statement that the share documents will not be issued before the date of registration of participation in the general meeting;
3. if they request - no earlier than June 3, 2023 and no later than June 14, 2023 - the entity maintaining their securities accounts to issue a personal certificate of the right to participate in the General Meeting referred to in Art. 406³ § 2 of the Commercial Companies Code - in the case of persons entitled to dematerialized bearer shares of the Company.

The Board of READ-GENE S.A. informs that following with Art. 401 Commercial Companies Code:

1. a shareholder or shareholders representing at least one-twentieth of the Company's share capital may request that specific matters be included in the agenda of the General Meeting. The request should be submitted to the Company's Management Board no later than twenty-one days before the scheduled date of the meeting, i.e. by June 9, 2023. The request should include a justification or a draft resolution regarding the proposed agenda item. The request may be submitted electronically to the following address: office@read-gene.com
2. a shareholder or shareholders of the Company representing at least one-twentieth of the share capital may, before the date of the General Meeting, report to the Management Board of the Company in writing or using electronic means of communication, sending to the following address: office@read-gene.com ,draft resolutions regarding matters included in the agenda of the General Meeting or matters to be included in the agenda;
3. Each shareholder may submit draft resolutions regarding matters included in the agenda during the General Meeting.

Under Art. 412 and 412¹ ksh, a shareholder may participate in the General Meeting and exercise the right to vote in person or through a proxy. A power of attorney to participate in the General Meeting and exercise voting rights must be granted in writing or electronically. Granting a power of attorney in electronic form does not require a secure electronic signature verified with a valid qualified certificate.

The Company should be notified about granting a power of attorney in electronic form using electronic means of communication in the form of information sent by e-mail to the following address: office@read-gene.com , attaching a power of attorney in PDF form, and in the case of a shareholder or proxy who is not a natural person, an excerpt from the relevant register from the last 3 months.  

The form containing the power of attorney template is available on the Company's website in the Investor Relations - General Meeting tab.

After arriving at the General Meeting:

1. shareholders and proxies who are natural persons should present an identity card, and proxies should also present a power of attorney document in the original or in a copy certified by a notary as a true copy of the original,
2. shareholders and proxies who are not natural persons should present an excerpt from the relevant register from the last 3 months in the original or a copy certified by a notary to be a true copy of the original, and persons representing this shareholder or proxy should present an identity card. Persons granting power of attorney on behalf of a shareholder who is not a natural person should be listed in the above-mentioned form. extract from the register.

A proxy who is a natural person and has been granted a power of attorney in electronic form by the principles set out above, or a person representing a proxy who is not a natural person and has been granted a power of attorney in electronic form under the rules set out above, should present proof of identity upon arrival at the General Meeting.

The Company makes available on the Company's website www.read-gene.com a form allowing for the exercise of voting rights by a proxy. The use of the template is not obligatory, it is only a guide as to the content. 

The Company's Articles of Association do not provide for the possibility of participating in the General Meeting using electronic means of communication.

The Company's Articles of Association do not provide for the possibility of speaking during the General Meeting using electronic means of communication.

The Company does not provide for the possibility of exercising voting rights by correspondence or using electronic means of communication.

The documentation to be presented to the General Meeting together with draft resolutions will be posted on the Company's website www.read-gene.com from the date of convening the General Meeting. 

Information regarding the General Meeting is available on the website www.read-gene.com

The list of Shareholders entitled to participate in the General Meeting of READ-GENE S.A. with its registered office in Szczecin will be available at the company's office in Grzepnica at ul. Alabastrowa 8, three business days before the General Meeting, i.e. on June 27, 2023 - June 29, 2023, from 8:00 a.m. to 4:00 p.m.  

Persons entitled to participate in the Meeting will be able to register and receive a voting card directly in the Meeting room one hour before the start of the meeting.

 Documents

• Announcement of convening the Ordinary General Meeting
• Projekty uchwał
• Informacja o ogólnej liczbie akcji
• Wzór pełnomocnictwa dla osoby fizycznej
• Wzór pełnomocnictwa dla osoby prawnej
• Sprawozdanie Rady Nadzorczej
• Raport roczny jednostkowy
• Sprawozdanie finansowe jednostkowe
• Raport roczny skonsolidowany
• Sprawozdanie finansowe skonsolidowane

Jan Lubiński –  Prezes  Zarządu