TransCode Therapeutics (RNAZ) investor relations material

Opening remarks and agenda

• Meeting called to order by CEO and Chairman, with formal business to be conducted as outlined in the notice to shareholders.

• Inspector of Election appointed and sworn in to oversee voting procedures.

Shareholder proposals

• Proposals included approval for issuance of common stock upon conversion of Series A, B, and C non-voting convertible preferred stock, and issuance of shares under a Standby Equity Purchase Agreement and related convertible notes.

• Election of six directors for one-year terms.

• Amendment to the 2021 Stock Option and Incentive Plan to increase shares available for issuance.

• Ratification of the appointment of the independent registered public accounting firm for the fiscal year ending December 31, 2026.

• Approval of potential adjournment of the meeting if necessary.

Overview of voting outcomes

• All proposals, including stock issuances, director elections, stock plan amendment, auditor ratification, and adjournment, were approved by a majority of shares properly cast.

• Director nominees were elected to serve for one-year terms.