Record Date; Quorum
Only holders of record of common stock at the close of business on September [ ], 2023, the record date, will be entitled to vote at the
meeting. At the close of business on September [ ], 2023, [ ] shares of common stock were outstanding and entitled to vote. For ten
days prior to the meeting, a complete list of the stockholders entitled to vote at the meeting will be available for examination upon request by any stockholder for any purpose relating to the meeting by written request via email to our Corporate
Secretary at corporatesecretary@stoketherapeutics.com.
The holders of a majority of the voting power of the shares of stock entitled to vote at the
meeting as of the record date must be present or represented by proxy at the meeting in order to hold the meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the meeting if you are present and vote
in person at the meeting or if you have properly submitted a proxy.
GENERAL PROXY INFORMATION
Voting Rights; Required Vote
Each holder of shares of
common stock is entitled to one vote for each share of common stock held as of the close of business on September [ ], 2023, the record date. You may vote all shares owned by you at such date, including (1) shares held
directly in your name as the stockholder of record and (2) shares held for you as the beneficial owner in street name through a broker, bank, trustee or other nominee. Dissenters rights are not applicable to any of the matters being voted
on.
Stockholder of Record: Shares Registered in Your Name. If on September [ ], 2023, your shares were registered directly
in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote at the meeting, or vote in advance
through the Internet or by telephone, or if you request to receive paper proxy materials by mail, by filling out and returning the proxy card.
Beneficial Owner: Shares Registered in the Name of a Broker or Nominee. If on September [ ], 2023, your shares were held in an
account with a brokerage firm, bank or other nominee, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct your broker on how to vote the shares held in your account, and your
broker has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. Because the brokerage firm, bank or other nominee that holds your shares is the stockholder of record, if you wish to attend the meeting
and vote your shares, you must obtain a valid proxy from the firm that holds your shares giving you the right to vote the shares at the meeting.
We
strongly recommend that you vote your shares in advance of the Special Meeting as instructed above, even if you plan to attend the Special Meeting virtually.
Approval of the Exchange Proposal will be obtained if the holders of a majority of the votes cast at the meeting vote FOR the proposal.
A proxy submitted by a stockholder may indicate that the shares represented by the proxy are not being voted (abstention). In addition, a broker may not be
permitted to vote on shares held in street name in the absence of instructions from the beneficial owner of the stock (broker non-vote). The shares subject to a proxy which are not being voted because of
either abstentions or broker non-votes will count for purposes of determining the presence of a quorum but are not treated as votes cast and, therefore, will have no effect on the Exchange Proposal.
Recommendations of the Board of Directors on the Proposal Scheduled to be Voted on at the Meeting
The Board of Directors recommends that you vote FOR the Exchange Proposal.
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