Medigene : Description of the remuneration system for Supervisory Board members

Annual general meeting of Medigene AG on 24 June 2024

Convenience Translation

Remuneration system for the members of the Supervisory Board

In accordance with Section 113 (3) AktG, the Annual General Meeting of listed companies must pass a resolution on the remuneration of Supervisory Board members at least every four years. Most recently, the Annual General Meeting on December 16, 2020 passed a resolution on the remuneration of the Supervisory Board under agenda item 5.

The Management Board and Supervisory Board have reviewed the current remuneration of the Supervisory Board members and have come to the conclusion that the current remuneration presented below, which was approved by the Annual General Meeting on December 16, 2020 under agenda item 5, continues to be appropriate for the members of the company's Supervisory Board:

1. In addition to the reimbursement of their expenses, each member of the Supervisory Board receives remuneration of EUR 16,000.00 for each full financial year of membership of the Supervisory Board. The Chairman of the Supervisory Board receives

remuneration of EUR 32,000.00 and the Deputy Chairman receives remuneration of EUR 24,000.00. The Supervisory Board remuneration is due for payment to the

Supervisory Board members in four equal installments, namely on March 31, June 30, September 30 and December 31 of each financial year. Supervisory Board members who have not belonged to the Supervisory Board for a full financial year receive the remuneration pro rata temporis in accordance with the duration of their membership of the Supervisory Board.

1. In addition, each member of the Supervisory Board receives lump-sum remuneration of

EUR 3,000.00 per financial year and committee for their membership of a Supervisory Board committee. The Chairman of a committee receives remuneration of EUR 6,000.00. The above remuneration for committee activities of Supervisory Board members is granted by the company for activities in a maximum of two (2) committees. The due date and payment of the corresponding and, if applicable, pro rata temporis remuneration shall be in accordance with the provisions under a).

1. In addition to the remuneration in accordance with a) and b) above, each member of the Supervisory Board receives an attendance fee of EUR 2,000.00 for attending each meeting of the Supervisory Board. In the case of participation in meetings by telephone or electronically (virtually), the aforementioned amounts of the attendance fees are reduced by 50% in each case. The company grants each member of the Supervisory Board an attendance fee for a maximum of five (5) meetings attended per financial year. The attendance fee is due for payment to the Supervisory Board members together with the Supervisory Board remuneration in accordance with letters a) and b) above.
2. The company reimburses each member of the Supervisory Board for the value added tax payable on their remuneration.

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1. The Management Board is authorized to take out D&O (Directors' and Officers') liability

insurance for the benefit of the members of the Supervisory Board. The company shall pay the premiums for the D&O (Directors' and Officers') liability insurance policies taken out for the benefit of the members of the Supervisory Board.

The Management Board and Supervisory Board therefore propose that the existing remuneration for the members of the Supervisory Board be confirmed and the remuneration system for the members of the Supervisory Board described in this agenda item 10 be adopted.

Planegg/Martinsried, May 2024

The Executive Board

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