Announcement of the upcoming merger of AnalytiCon Discovery GmbH as transferring company into BRAIN Biotech AG as acquiring company

BRAIN Biotech AG

Zwingenberg

(ISIN DE0005203947)

Notice of impending merger

It is intended to merge AnalytiCon Discovery GmbH, with its registered office in Potsdam, registered in the commercial register of the local court of Potsdam under HRB 13987 P, as the transferring company with BRAIN Biotech AG, with its registered office in Zwingenberg, registered in the commercial register of the local court of Darmstadt under HRB 24758, as the acquiring company. As a result, AnalytiCon Discovery GmbH transfers its assets as a whole with all rights and obligations to BRAIN Biotech AG by way of a merger by absorption (Section 2 No. 1 UmwG) with dissolution without liquidation with effect from October 1, 2023, 0:00 hours (merger date).

The merger agreement has been submitted to the commercial register of BRAIN Biotech AG.

BRAIN Biotech AG is the sole shareholder of AnalytiCon Discovery GmbH. A merger resolution of the absorbing BRAIN Biotech AG is therefore not required pursuant to Section 62 (2) UmwG. However, pursuant to Section 62 (2) UmwG, this does not apply if shareholders of BRAIN Biotech AG whose shares together amount to one twentieth of the share capital demand the convening of a General Meeting at which a resolution on the approval of the merger is passed. Our shareholders are hereby expressly informed of this right. A request to convene a meeting can only be considered if it is submitted within one month of the publication of this notice, together with proof of share ownership. The request must be addressed to BRAIN Biotech AG, for the attention of the Management Board, Darmstädter Straße 34-36, 64673 Zwingenberg or ir@brain-biotech.com.

BRAIN Biotech AG

The Management Board

Zwingenberg, April 2024

→ Merger contract between AnalytiCon Discovery GmbH and BRAIN Biotech AG (until 31 May, 2024; German language only)

Below you find the last annual accounts of both companies (German language only):