Medigene : Statement on Corporate Governance 2023

Statement on corporate governance in accordance with Section 289f and 315d of the HGB

The statement on governance in accordance with Section 289f and 315d of the German Commercial Code (Handelsgesetzbuch, HGB) comprises the declaration of conformity pursuant to Section 161 of the German Stock Corporation Act (Aktiengesetz, AktG), relevant information on corporate governance practices, and a description of the procedures of the Executive Management Board and the Supervisory Board along with the composition and procedures of their committees.

Pursuant to Section 161 of the AktG, any non-compliance with the recommendations of the German Corporate Governance Code must be described and justified in the declaration of conformity. Medigene reports on non-compliance with certain recommendations of the German Corporate Governance Code as described in the following statement on corporate governance.

I.

Declaration of conformity by the Executive Management Board and Supervisory Board of Medigene AG pursuant to Section 161 of the AktG

Section 161 (I) (1) of the German Stock Corporation Act (AktG) requires the Executive Management and Supervisory Boards of a listed stock corporation to declare annually that the recommendations of the Government Commission on the German Corporate Governance Code published by the Federal Ministry of Justice in the official section of the Federal Gazette have been and are complied with, and which recommendations have not been or will not be applied and on what grounds. In addition to referencing the applicable German Stock Corporation Act, the German Corporate Governance Code ("Code") also includes recommendations from which a company may deviate ("shall" provisions). However, any such deviation must be disclosed and accounted for annually.

Since issuing the last Declaration of Conformity on 21 March 2022, Medigene AG has complied with the recommendations of the Code in its version dated 16 December 2019, with the exception of the declarations indicated and accounted for in the Declaration of Conformity of 21 March 2022.

G.6 of the Code: Ratio of short-term to long-term variable remuneration

No. G.6 of the Code recommends that the share of long-term variable remuneration should exceed the share of short-term variable remuneration. The general shareholders' meeting of the Company last approved the current remuneration system for the Management Board on 24 June 2021 under agenda item 6, which provides for a ratio of short-term to long-term variable remuneration of 65:35. In view of the remuneration system approved in 2021, the Supervisory Board considers it reasonable not to amend the existing service contracts in such a way that the share of the short-term bonus is less than 50%. At present, the Supervisory Board does not believe that the criterion of a greater long-term variable remuneration component in relation to the short-term variable remuneration component is a decisive factor for proper corporate governance directed at the long-term well-being of the Company.

G.10 of the Code: long-term variable remuneration

No. G.10 of the Code recommends that the long-term variable remuneration amounts granted to members of the Management Board should be invested primarily in company shares or correspondingly granted on a share basis. Management Board members should not be able to dispose of amounts constituting the long-term variable remuneration for four years. The general shareholders' meeting of the Company last approved the currently applicable remuneration system for the Management Board on 24 June 2021 under agenda item 6, which does not provide for the long-term variable remuneration amounts granted to Management Board members to be invested primarily in shares of the Company or correspondingly granted on a share basis. The long-term variable remuneration amounts are mainly paid out in cash without any further obligation to invest the amounts received, for example, in shares of the Company. In addition, the granting of stock options as share-based remuneration is a component of the granting of long-term variable remuneration. The Supervisory Board does not currently believe that the criterion specifying that long-term variable remuneration amounts granted to Management Board members should be invested primarily in shares of the Company or correspondingly granted on a share basis is a decisive factor for proper corporate governance directed at the long-term well-being of the Company. Moreover, it should be noted that one of the remuneration components consists of the granting of stock options, the amount of which is linked to the degree of target achievement of the short-term bonus. When stock options are granted, there is a statutory waiting period of four years before they can be exercised.

G.11 of the Code: Recovery of variable remuneration

No. G.11 of the Code recommends that the Supervisory Board should have the possibility to take account of extraordinary developments within an appropriate framework. In cases where the grounds are justified, it should be possible to withhold or reclaim variable remuneration (i.e. "clawback"). The Supervisory Board does not implement Recommendation G.11 of the Code, as it is of the opinion that meeting mutually agreed targets gives rise to a claim for remuneration accordingly. Extraordinary developments can, if necessary, be taken into account in other ways with regard to remuneration within the framework of new service contracts to be agreed.

G.13 of the Code: Payments on premature termination of the service agreement

No. G.13 of the Code recommends that payments made to Executive Management Board members on premature termination of their service contracts do not exceed the value of two years' remuneration (severance payment cap) and should not pay remuneration beyond the remaining term of the contract. In the event of a post-contractual restrictive covenant, the severance payment should be credited against the remuneration for the period of the restrictive covenant. The service contracts of existing Management Board members were concluded in accordance with the compensation system adopted by the general shareholders' meeting on 24 August 2016 and therefore do not fully comply with this recommendation. The current compensation system will be taken into account when concluding new contracts and renewing existing contracts.

G.16 of the Code: Reduction of remuneration pursuant to non-Group Supervisory Board mandates

No. G.16 of the Code recommends that when members of the company's Management Board take up non-group supervisory board mandates, the Supervisory Board should decide whether and to what extent the remuneration is to be reduced. Acceptance of non-group Supervisory Board mandates by Management Board members requires the approval of the Supervisory Board, in the course of which the latter shall examine, among other aspects, the time availability of the Executive Management Board member concerned and the potential impact on their activities for the Company. If approval is granted in this respect, no further decision is made as to whether and to what extent remuneration is to be reduced, as approval is only granted if the interests of the Company are not affected and there are no concerns regarding any decisive impact on the time available to Management Board members for their work for the Company. Consequently, there are no grounds from the outset for any reduction of remuneration.

Furthermore, since issuing the last Declaration of Conformity on 21 March 2022, Medigene AG has complied with the recommendations of the Code in its version dated 28 April 2022, with the exception of the declarations indicated and accounted for in this Declaration of Conformity and will comply with the recommendations of the Code in its version dated 28 April 2022 with the following exceptions:

A.1 of the Code: ESG directive

The risks and opportunities associated with social and environmental factors, as well as the ecological and social impacts of the enterprise's activities are identified and assessed by the Company to a reasonable extent. Due to the size and structure of the Company, there is not yet a dedicated definition of corresponding financial and sustainability-related targets in corporate planning. In the future, the Company will observe social and environmental factors in accordance with legal requirements, to the extent this is stipulated by law.

A.3 of the Code: ESG internal control system

The internal control system and risk management does not yet include sustainability-related objectives. As far as the Company is required by law to do so in future, the Company will sufficiently observe sustainability-related objectives in accordance with legal requirements.

G.6 of the Code: Ratio of short-term to long-term variable remuneration

No. G.6 of the Code recommends that the share of long-term variable remuneration should exceed the share of short-term variable remuneration. The general shareholders' meeting of the Company last approved the current remuneration system for the Management Board on 24 June 2021 under agenda item 6, which provides for a ratio of short-term to long-term variable remuneration of 65:35. In view of the remuneration system approved in 2021, the Supervisory Board considers it reasonable not to amend the existing service contracts in such a way that the share of the short-term bonus is less than 50%. At present, the Supervisory Board does not believe that the criterion of a greater long-term variable remunerationcomponent in relation to the short-term variable remuneration component is a decisive factor for proper corporate governance directed at the long-term well-being of the Company.

G.10 of the Code: long-term variable remuneration

No. G.10 of the Code recommends that the long-term variable remuneration amounts granted to members of the Management Board should be invested primarily in company shares or correspondingly granted on a share basis. Management Board members should not be able to dispose of amounts constituting the long-term variable remuneration for four years. The general shareholders' meeting of the Company last approved the currently applicable remuneration system for the Management Board on 24 June 2021 under agenda item 6, which does not provide for the long-term variable remuneration amounts granted to Management Board members to be invested primarily in shares of the Company or correspondingly granted on a share basis. The long-term variable remuneration amounts are mainly paid out in cash without any further obligation to invest the amounts received, for example, in shares of the Company. In addition, the granting of stock options as share-based remuneration is a component of the granting of long-term variable remuneration. The Supervisory Board does not currently believe that the criterion specifying that long-term variable remuneration amounts granted to Management Board members should be invested primarily in shares of the Company or correspondingly granted on a share basis is a decisive factor for proper corporate governance directed at the long-term well-being of the Company. Moreover, it should be noted that one of the remuneration components consists of the granting of stock options, the amount of which is linked to the degree of target achievement of the short-term bonus. When stock options are granted, there is a statutory waiting period of four years before they can be exercised.

G.11 of the Code: Recovery of variable remuneration

No. G.11 of the Code recommends that the Supervisory Board should have the possibility to take account of extraordinary developments within an appropriate framework. In cases where the grounds are justified, it should be possible to withhold or reclaim variable remuneration (i.e. "clawback"). The Supervisory Board does not implement Recommendation G.11 of the Code, as it is of the opinion that meeting mutually agreed targets gives rise to a claim for remuneration accordingly. Extraordinary developments can, if necessary, be taken into account in other ways with regard to remuneration within the framework of new service contracts to be agreed.

G.13 of the Code: Payments on premature termination of the service agreement

No. G.13 of the Code recommends that payments made to Executive Management Board members on premature termination of their service contracts do not exceed the value of two years' remuneration (severance payment cap) and should not pay remuneration beyond the remaining term of the contract. In the event of a post-contractual restrictive covenant, the severance payment should be credited against the remuneration for the period of the restrictive covenant. The service contracts of individual actual members of the Executive Management Board were concluded according to the remuneration system resolved by the general shareholders' meeting on 24 August 2016 and, thus, do not fully comply with this recommendation. The actual remuneration system will be considered in connection with theconclusion and prolongations of service contracts of members of the Executive Management Board.

G.16 of the Code: Reduction of remuneration pursuant to non-Group Supervisory Board mandates

No. G.16 of the Code recommends that when members of the company's Management Board take up non-group supervisory board mandates, the Supervisory Board should decide whether and to what extent the remuneration is to be reduced. Acceptance of non-group Supervisory Board mandates by Management Board members requires the approval of the Supervisory Board, in the course of which the latter shall examine, among other aspects, the time availability of the Executive Management Board member concerned and the potential impact on their activities for the Company. If approval is granted in this respect, no further decision is made as to whether and to what extent remuneration is to be reduced, as approval is only granted if the interests of the Company are not affected and there are no concerns regarding any decisive impact on the time available to Management Board members for their work for the Company. Consequently, there are no grounds from the outset for any reduction of remuneration.

Planegg/Martinsried, 20 March 2023

Further, reference is made to the declaration of conformity 2024, which is, as well as the other declarations of conformity of Medigene AG, available on the Company's website, each one for a minimum of five years (https://www.medigene.com/investors-media/corporate-governance/declaration-on-corporate-governance-convenience-translation/)

II.

Corporate Governance

Good corporate governance is the basis of the decision-making and monitoring processes of Medigene AG. It represents responsible and value-based leadership and control of the Company for long-term success, goal-oriented and efficient cooperation between the Executive Management Board and the Supervisory Board, respect for the interests of our shareholders, employees and other stakeholders, consistently transparent and responsible corporate decisions and an appropriate handling of risks.

Corporate governance ensures the following basic principles:

•  It defines key shareholder rights.

•  It demonstrates clear management principles and the associated responsibilities of corporate bodies.

•  It governs the cooperation between these bodies.

•  It calls for open and transparent communication with the public.

•  It is based on legally compliant, ethically backed and self-responsible behavior.

•  It demands a diligent and reliable accounting and auditing.

Shareholders and Annual General Meeting

Medigene AG respects the rights of its shareholders and ensures the exercise of these rights to the extent possible within the applicable statutory framework. These rights include the free purchase and sale of shares, equal voting rights for each share (one share - one vote), participation in the Annual General Meeting including exercise of voting rights, and an appropriate satisfaction of the information needs.

Resolutions of the Annual General Meeting, which is held at least once every year, include the discharge of the Executive Management Board and the Supervisory Board as well as the election of the auditor. Further, the Annual General Meeting elects the members of the Supervisory Board if required. Amendments to the Articles of Association and measures relating to changes in share capital are decided at the Annual General Meeting and implemented by the Supervisory Board and the Executive Management Board. Shareholders may submit motions referring to resolutions proposed by the Executive Management and the Supervisory Board and can challenge resolutions passed by the Annual General Meeting.

In accordance with the relevant legal provisions, Medigene provides information in a timely manner about the venue and date of the Annual General Meeting. The summons of the Annual General Meeting as well as the reports and information required for resolutions are published pursuant to the regulations of the German Stock Corporation Act (AktG), kept available at the Company's premises and made available on Medigene AG's website. Every shareholder who registers in time has the right to attend the Annual General Meeting in person. In the event that a shareholder is unable to exercise his/her voting right in person at the Annual General Meeting, he/she has the option of voting by nominating an authorized representative of his/her choice or through the Company's proxy, who is bound by instructions. Furthermore, shareholders may also transfer their voting rights to a proxy representative of the Company or nominate an authorized representative online in advance of the Annual General Meeting.

The "Act on the Introduction of Virtual Annual General Meetings of Stock Corporations and Amendment of Provisions of Cooperative, Insolvency and Restructuring Law" (Gesetz zur Einführung virtueller Hauptversammlungen von Aktiengesellschaften und Änderung genossenschafts- sowie insolvenz- und restrukturierungsrechtlicher Vorschriften) of July 20, 2022 (Federal Law Gazette I No. 27 2022, p. 1166 et seq.) has permanently regulated the virtual Annual General Meeting in the German Stock Corporation Act. In accordance with Art. 3 of the Act and Section 26n of the transitional provision to the Act on the Introduction of Virtual Annual General Meetings of Stock Corporations and Amendment of Provisions under Cooperative, Insolvency and Restructuring Law of the Introductory Act to the German Stock Corporation Act, the Executive Management Board may, with the consent of the Supervisory Board, decide for Annual General Meetings convened up to and including August 31, 2023 that the meeting will be held as a virtual Annual General Meeting in accordance with Section 118a of the German Stock Corporation Act. Accordingly, the Executive Management Board had decided, with the consent of the Supervisory Board, that the Annual General Meeting of Medigene AG would be held as "virtual Annual General Meeting" without the personal attendance of shareholders. The Annual General Meeting of Medigene AG took place on 10 August 2023.

The Annual General Meeting of Medigene AG is prepared with the goal of effectively providing the shareholders with comprehensive information. Prior to the Annual General Meeting, shareholders are informed in detail about the past fiscal year via the Annual Report. In the invitation to the Annual General Meeting, the requirements for participation, for the exercise of voting rights, as well as the procedure of voting by proxy and the shareholder rights related to the Annual General Meeting are explained. All documents and information referring to the Annual General Meeting are available on the Medigene AG website. This includes the possibility to register online for the Annual General Meeting, the template to grant proxy to a third person as well as templates to vote on resolution proposals of the Company. Following the Annual General Meeting, Medigene AG publishes the voting results for each agenda item for which a resolution was passed, the number of shares for which valid votes were given, the proportion of share capital represented by valid votes, the number of votes in favor of the resolution, the number of dissenting votes and, if applicable, the number of abstentions. This ensures and simplifies the exchange of information between Medigene AG and the shareholders regarding the Annual General Meeting.

Communication with the public

When providing information to external parties, the Executive Management Board complies with the principles of transparency, promptness, openness, comprehensibility and equal treatment of shareholders. For this purpose, the Company provides information such as press releases, financial and conference calendars, annual reports, quarterly reports and releases, announcements of transactions for which disclosure is mandatory, corporate governance information and compliance under the heading "Investors & Media" on its website,www.medigene.com. The Statement on Corporate Governance is updated on a yearly basis on the Company's website and is part of the Company's communication with the public. Medigene AG regularly reports on the status of its research and development programs as well as other business operations in press conferences, analyst meetings and at international investor conferences.

Function and composition of the Executive Management Board and the Supervisory Board

Medigene AG is subject to the German stock corporation law, and its structure is therefore based on a dual management system, comprising an Executive Management Board and a Supervisory Board. In addition, the Annual General Meeting is the decision-making body representing the interests of shareholders.

Executive Management Board

The Executive Management Board is the Company's management body and represents the Company to the outside. Its members have joint responsibility for the overall management of the Company and decide on important matters relating to corporate policy and corporate strategy. With regard to the Executive Management Board's composition, the Supervisory Board ensures a broad range of expert knowledge and experience ("diversity").

The Executive Management Board of Medigene AG in its entirety and each individual Board member engage in the business of the Company with the due care and diligence of proper and conscientious management in accordance with the law, the Articles of Association and the Executive Management Board's Rules of Procedure. The Executive Management Board assumes responsibility for the management of the Company. In doing so, it is obliged to act in the Company's best interest and is committed to sustainably enhancing enterprise value. In managing the Company, the Executive Management Board considers the interests of the Company's shareholders, employees and other stakeholders.

Members of the Executive Management Board cooperate closely and keep each other informed about important measures taken and processes implemented in their areas of responsibility. The Executive Management Board passes resolutions during meetings which take place at regular intervals, at least once a month. If required, the Executive Management Board also takes decisions outside its regular meetings.

The Executive Management Board's Rules of Procedure describe the processes and approaches that form the basis of the Executive Management Board's work. The Rules of Procedure also include regulations for business transactions which require the Supervisory Board's consent, the Company's organizational chart and basic behavior policy guidelines.

The Executive Management Board works closely with the Supervisory Board. It keeps the Supervisory Board informed regularly, promptly and comprehensively on all business matters relevant to the Company.

The age limit of members of the Executive Management Board is 75 years as resolved on 3 December 2014 and 10 May 2016, whereas the limit applies at the time when a board member is actually elected.

The Executive Management Board has not established any committees.

In the 2023 fiscal year, the Executive Management Board of Medigene AG had two members, Dr. Selwyn Ho as Chief Executive Officer (CEO) and Prof. Dr. Dolores Schendel as Chief Scientific Officer (CSO).

The members of the Executive Management Board of Medigene AG during the fiscal year 2023 are as follows:

The members of the Executive Management Board being in office during the 2023 fiscal year additionally hold positions on the following supervisory boards and/or similar bodies:

Dr. Selwyn Ho

German supervisory/advisory board positions: none

Positions outside Germany:

Immodulon Therapeutics Ltd., London, U.K.

New Rhein Healthcare Investors, Philadelphia, USA

Prof. Dr. Dolores Schendel

German supervisory/advisory board positions: none

Positions outside Germany: none

The profiles of the members of the Executive Management Board being in office are available on the Company's website athttp://www.medigene.com/company/leadership.

Supervisory Board

It is the duty of Medigene AG's Supervisory Board to appoint the members of the Executive Management Board, to advise them regularly and to control and support the management and the achievement of Medigene AG's long-term goals. The Supervisory Board of Medigene AG is composed of five members, pursuant to Article 10 (I) (1) of the Articles of Association and to Sections 95, 96 (I) and 101 (I) of the AktG as of 31 December 2023.

In accordance with the German stock corporation law, the Supervisory Board must not take management decisions. At regular intervals, the Supervisory Board discusses the business development, planning and strategy as well as their implementation. It reviews the annual financial statements and the management report, as well as the quarterly and half-year reports. The Supervisory Board is responsible for the appointments and revocations of the members of the Executive Management Board and controls compliance with legal provisions. Its duties and methods of operation are stipulated by law, the Articles of Association and the Rules of Procedure for the Supervisory Board.

The Annual General Meeting partially elected a new Supervisory Board on 10 August 2023 after the elapse of the term of office of three members of the Supervisory Board, namely Dr. Gerd Zettlmeissl, Ronald Scott and Dr. Anthony Man. The following Supervisory Board members proposed by the Personnel and Compensation Committee were re-elected: Dr. Gerd Zettlmeissl, Ronald Scott and Dr. Anthony Man. The term of office of Zettlmeissl and Ronald Scott will cease at the end of the Annual General Meeting, which will decide upon the discharge for the first financial year after the beginning of the term of office, i.e. after the Annual General Meeting in 2024. The term of office of Dr. Anthony Man will expire at the end of the Annual General Meeting which resolves on the third financial year after the beginning of the term of office, i.e. on the day of the Annual General Meeting in 2026.

SUPERVISORY BOARD UNTIL 10 AUGUST 2023

FUNCTION

MEMBER SINCETERM OF OFFICE UNTIL

Dr. Gerd Zettlmeissl Antoinette Hiebeler-Hasner Dr. Anthony ManChairman of the Supervisory Board

2017

2023

Deputy Chairwoman of the Supervisory Board Member of the Supervisory Board

2016

2025

2020

2023

Dr. Frank Mathias Ronald Scott

Member of the Supervisory Board Member of the Supervisory Board

2018

2025

2017

2023

SUPERVISORY BOARD FROM 10 AUGUST 2023

FUNCTION

MEMBER SINCETERM OF OFFICE UNTIL

Dr. Gerd Zettlmeissl Antoinette Hiebeler-Hasner Dr. Anthony ManChairman of the Supervisory Board

2017

2024

Deputy Chairwoman of the Supervisory Board Member of the Supervisory Board

2016

2025

2020

2026

Dr. Frank Mathias Ronald Scott

Member of the Supervisory Board Member of the Supervisory Board

2018

2025

2017

2024

During the 2023 fiscal year, four ordinary meetings were held. All members of the Supervisory Board participated in each of these meetings.

PRESENCE AT ORDINARY SUPERVISORY BOARD MEETINGS

Furthermore, several conference calls took place in addition to the ordinary meetings.

The Supervisory Board submits nominations to the Annual General Meeting when the scheduled new or supplemental election of the Supervisory Board is due or a member leaves and needs to be replaced by the Annual General Meeting. For this purpose, the Supervisory Board defined the following aims with regard to its own composition and complemented by a competence profile, based on the recommendations in Section C.1 of the German Corporate Governance Code in its version dated 28 April 2022, respectively.

Aims with regard to the composition of the Supervisory Board & Competence Profile

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MediGene AG published this content on 27 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 March 2024 07:09:03 UTC.