QUESTIONS AND ANSWERS ABOUT THE GENERAL MEETING
Who is entitled to vote prior to the General Meeting?
The Record Date for the General Meeting is September 15, 2022. Persons with Meeting Rights (i.e., holders of common shares or who otherwise have voting rights and/or meeting rights with respect to common shares on the Record Date, provided that they are recorded as such in the register maintained by our U.S. transfer agent) may attend and vote at the General Meeting. Each outstanding common share is entitled to one vote on all matters presented at the General Meeting as voting items. At the close of business on September 15, 2022, there were approximately [ ] common shares outstanding.
What is the difference between being a “record holder” and holding shares in “street name”?
A record holder holds shares in his or her name. Shares held in “street name” means shares that are held in the name of a bank or broker on a person’s behalf.
Am I entitled to vote if my shares are held in “street name”?
Yes. If your shares are held by a bank or a brokerage firm, you are considered the “beneficial owner” of those shares held in “street name.” If your shares are held in street name, these proxy materials will be provided to you by your bank or brokerage firm, along with a voting instruction card. As the beneficial owner, you have the right to direct your bank or brokerage firm how to vote your shares, and the bank or brokerage firm is required to vote your shares in accordance with your instructions. If your shares are held in street name, you may not be able to vote your shares during the General Meeting unless you obtain a legal proxy from your bank or brokerage firm.
How many shares must be present to hold the General Meeting?
A quorum must be present at the General Meeting for any proposal to be voted on. At the General Meeting, at least one-third of the Company’s issued and outstanding common shares must be present or represented in order to constitute a quorum for Proposals 1 through 3.
Where and when will the General Meeting be held?
The General Meeting will be held at 6:00 p.m. (Central European Summer Time) on Thursday, October 13, 2022. Shareholders may attend the meeting either virtually, by visiting www.virtualshareholdermeeting.com/ATAI2022SM and entering your 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials, or in person at Dentons Europe LLP, Gustav Mahlerplein 2, Amsterdam 1082 MA, The Netherlands.
Who can attend the General Meeting?
You may attend the General Meeting if you are a Person with Meeting Rights (see above under “Who is entitled to vote prior to the General Meeting”), or if you hold a valid proxy from a Person with Meeting Rights for the General Meeting. If you would like to attend the General Meeting, or be represented by proxy, you must notify us by e-mail (addressed to email@example.com) or in writing (addressed to ATAI Life Sciences N.V., Corporate Secretary, Wallstraße 160, 10179 Berlin, Germany) of your identity and intention to attend the General Meeting. This notice must be received by us no later than 5:00 p.m. (Central European Summer Time) on October 11, 2022 (the “Cut-off Time”). If you do not comply with this requirement, you may be refused attendance of the General Meeting.
Proxyholders who wish to attend the General Meeting should also present a copy of their proxy by e-mail (addressed to firstname.lastname@example.org) or in writing (addressed to ATAI Life Sciences N.V., Corporate Secretary, Wallstraße 160, 10179 Berlin, Germany) prior to the Cut-off Time, failing which the proxyholder concerned may be refused attendance of the General Meeting.
If your bank or broker holds your shares in street name, you may also be required to provide proof of beneficial ownership of our common shares on the Record Date, such as a bank or brokerage statement or a letter from your bank or broker showing that you owned our common shares at the close of business on the Record Date.