Medigene : Report of the Executive Board on agenda item 9

Annual general meeting of Medigene AG on 24 June 2024

Convenience Translation

Report on agenda item 9

pursuant to section 203 para. 2 sentence 2, 186 para. 4 sentence 2 AktG

1. Report on the utilization of Authorized Capital 2023/I
   The Authorized Capital 2023/I resolved by the Annual General Meeting on 10 August 2023 under agenda item 6 in the amount of EUR 2,456,328.00 has not been used in full or in part to date.
2. proposal to cancel the Authorized Capital 2023/I and create a new Authorized Capital 2024/II
   In order to be able to act as flexibly as possible in the future, it is intended to first cancel the existing Authorized Capital 2023/I (Article 5 para. 9 of the company's Articles of Association) - to the extent not yet utilized on the day of the Annual General Meeting - and to create new Authorized Capital 2024/II in the amount of around 20% after the capital reductions pursuant to agenda items 6 and 7 of the Annual General Meeting on 24 June 2024 have been entered in the commercial register. However, this only applies if the implementation of the capital reductions in accordance with agenda items 6 and 7 of the Annual General Meeting on June 24, 2024 has been entered in the commercial register. This shall be intended to give the company comprehensive scope to react flexibly to opportunities as they arise.
3. new Authorized Capital 2024/II, associated advantages for the company and exclusion of subscription rights
   The company shall again be granted the comprehensive scope for authorized capital amounting to a maximum of 50% (including the Authorized Capital 2024/I) of the share capital. This should enable the company to continue to raise new equity for the company at any time and to acquire companies, parts of companies, equity interests in companies, new technologies, other products or product candidates in return for shares.
   In principle, the company's shareholders have a subscription right to new shares to be issued, i.e. each shareholder has a right to subscribe to new shares in a number that corresponds to their previous participation in the company's share capital.

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The authorization provides that the new shares to be issued in the event of a capital increase against cash contributions shall then be taken over by at least one domestic credit institution or a foreign company operating in accordance with Section 53 para. 1 sentence 1 or Section 53b para. 1 sentence 1 or para. 7 of the German Banking Act with the obligation to offer them to the company's shareholders for subscription. This does not constitute a restriction of the subscription right, as the shareholder is indirectly granted the same subscription rights as in the case of a direct subscription. For technical processing reasons, however, at least one domestic credit institution or a foreign company operating in accordance with Section 53 para. 1 sentence 1 or Section 53b para. 1 sentence 1 or para. 7 of the German Banking Act will act as an intermediary, which accepts the subscription requests of the shareholders and delivers the shares to the shareholders entitled to subscribe in return for payment of the subscription price after the capital increase has been carried out.

The proposed resolution provides for an authorization to exclude shareholders' subscription rights, which generally exist when Authorized Capital 2023/I is used, for certain purposes listed in detail in the proposed resolution in accordance with the relevant statutory provisions. In the opinion of the Management Board and the Supervisory Board, this authorization to exclude shareholders' subscription rights is objectively justified and appropriate for the shareholders, taking into account and weighing up all the circumstances for the reasons explained below.

1. The authorization to exclude subscription rights for the utilization of fractional shares is necessary to ensure a practicable subscription ratio in the event of a capital increase and therefore only serves to enable the utilization of the authorized capital with round amounts. Fractions arise if, as a result of the subscription ratio or the amount of the capital increase, not all new shares can be distributed equally among the shareholders. Without this authorization, the technical implementation of the capital increase would be made more difficult, particularly in the case of a capital increase by a round amount. The costs of trading in subscription rights for the fractional shares are disproportionate to the benefit for the shareholders. The new shares without subscription rights resulting from the exclusion of shareholders' subscription rights for the fractional shares will either be sold on the stock exchange (if possible) or otherwise disposed of in the best possible way for the company. The potential dilution effect is low due to the restriction to fractional shares.

b) Furthermore, the company is authorized to exclude subscription rights in the event of capital increases against cash contributions up to a maximum total of 20% of the company's share capital, whereby the issue price of the new shares may not be significantly lower than the stock market price of the company's shares. This statutory exclusion of subscription rights enables the management to take advantage of favorable stock market situations at short notice and to achieve the highest possible issue price and thus the greatest possible strengthening of the company's equity capital by setting the price close to the market. Experience has shown that such a capital increase leads to a higher inflow of funds than a comparable capital increase with shareholders' subscription rights due to the faster possibility of action. It is therefore in the well- understood interests of the company and its shareholders. This does lead to a reduction in the relative participation quota and the relative share of voting rights of the existing shareholders. However, shareholders who wish to maintain their relative shareholding

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quota and their relative share of voting rights have the opportunity to acquire the required number of shares via the stock exchange. The amount of the new Authorized Capital 2023/I complies with the statutory provisions of Section 186 para. 3 sentence 4 AktG, according to which the exclusion of subscription rights is permitted if the capital increase against cash contributions does not exceed 20% of the share capital, neither at the time this authorization becomes effective nor at the time it is exercised, and the issue price is not significantly lower than the stock market price. Other capital measures that also provide for the exclusion of subscription rights in accordance with or by analogous application of Section 186 para. 3 sentence 4 AktG must be taken into account unless the Annual General Meeting resolves a new authorization to exclude shareholders' subscription rights in accordance with Section 186 para. 3 sentence 4 AktG.

The interests of the company's existing shareholders will not be unreasonably impaired if the issue price is set at a level that does not deviate significantly from the stock market price. They have the option of maintaining their shareholding - if they so wish - by purchasing additional shares on the stock exchange at essentially the same conditions.

The total number of shares issued on the basis of the above authorizations with the exclusion of subscription rights in the event of capital increases against cash contributions, including the offsets listed below, may not exceed 20% of the share capital - calculated on the date on which the authorizations take effect or the date on which the authorizations are exercised, whichever is lower. Shares that are sold or issued or are to be issued under exclusion of subscription rights in accordance with other authorizations that are expressly mentioned are counted towards this 20% limit. The aforementioned 20% limit shall include (i) treasury shares sold after these authorizations become effective with the exclusion of subscription rights, (ii) shares issued on the basis of other authorized capital with the exclusion of subscription rights during the validity of these authorizations, and (iii) shares to be issued to service convertible bonds and/or bonds with warrants, insofar as the convertible bonds and/or bonds with warrants have been issued during the effectiveness of these authorizations with the exclusion of shareholders' subscription rights, but in relation to items (i), (ii) and/or (iii) only insofar as the shares do not serve to service claims of board members and/or employees of the company and/or its affiliated companies from employee participation programs. The maximum limit reduced in accordance with the preceding sentences of this paragraph shall be increased again when a new authorization to exclude shareholders' subscription rights resolved by the Annual General Meeting after the reduction comes into effect, as long as the new authorization is sufficient, but up to a maximum of 20% of the share capital in accordance with the provisions of sentence 1 of this paragraph.

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This capital limit restricts the total scope of the issue of shares from authorized and conditional capital without subscription rights and, in addition, the sale of treasury shares without subscription rights. In this way, shareholders are additionally protected against a dilution of their shareholding. However, shares that serve to service the entitlements of board members and/or employees of the company and/or its affiliated companies from employee participation programs and are issued without subscription rights are not subject to offsetting, as the dilution effect for shareholders is low.

The maximum exclusion of subscription rights on the basis of Authorized Capital 2024/II comprises 20% of the company's share capital.

After weighing up all of the above circumstances, the Management Board and Supervisory Board consider the exclusion of subscription rights in the above cases to be objectively justified and appropriate for the reasons stated, also taking into account the dilution effect to the detriment of the shareholders.

The Management Board will report to the Annual General Meeting on each utilization of Authorized Capital 2024/II.

Planegg/Martinsried, May 2024

The Executive Board

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