Medigene : Report of the Executive Board on agenda item 8

Annual general meeting of Medigene AG on 24 June 2024

Convenience Translation

Report on agenda item 8

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

1. Report on the utilization of the Authorized Capital 2020/I
   The Authorized Capital 2020/I resolved by the Annual General Meeting on 16 December 2020 under agenda item 6 in the amount of EUR 9,825,000.00 has so far been partially utilized once by resolutions of the Management Board with the approval of the Supervisory Board on 22 April 2024 and 8 May 2024 in the amount of EUR 4,912,531. The implementation of the capital increase was entered in the relevant commercial register at Munich Local Court on May 13, 2024. Following the entry of the implementation of the capital increase resolved on 22 April 2024 and 8 May 2024 in the commercial register, the company therefore has authorized capital 2020/I of EUR 4,912,469.00 at its disposal (Section 5 (4) of the company's Articles of Association). This corresponds to around 16.67% of the company's share capital before registration of the capital reduction in accordance with agenda item 6 of the Annual General Meeting on June 24, 2024.
2. proposal to cancel the Authorized Capital 2020/I and create new Authorized Capital 2024/I
   In order to be able to act as flexibly as possible in the future, it is intended to first cancel the existing Authorized Capital 2020/I (Article 5 para. 4 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/I in the amount of around 30% 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/I, associated benefits 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/II) 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.
   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

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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 2024/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 proposed exclusion of subscription rights in the case of capital increases against contributions in kind shall be primarily intended to enable the acquisition of companies, parts of companies, equity interests in companies, new technologies and other products or product candidates in return for the granting of shares. In such transactions, the seller often demands consideration in the form of shares in the company. It may also be necessary to offer the respective seller new Medigene shares as consideration for a company or part of a company, a shareholding, a new technology, another product or another product candidate due to a special interest of the Company, in particular to preserve liquidity. Especially in times of scarce liquid funds and generally more difficult conditions for raising debt capital in the biotechnology industry, shares from authorized capital can represent a sensible consideration.
   The authorized capital enables the Company to act quickly and flexibly when opportunities arise in order to acquire companies, parts of companies or equity interests in companies, new technologies and other products or product candidates in return for the issue of new shares in suitable individual cases. The proposed authorization enables the acquisition in return for the issue of Medigene shares and at the same time strengthens the Company's equity base.
   The Management Board and Supervisory Board will only use the option of a capital increase against contributions in kind with the exclusion of subscription rights from the authorized capital if the value of the new shares and the value of the consideration (e.g. company, part of the company or shareholding) are in an appropriate ratio. This avoids economic losses for the shareholders excluded from the subscription right. These shareholders have the opportunity to maintain their shareholding quota by purchasing additional shares on the stock exchange at essentially the same price.
2. 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 use of the authorized capital with

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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.

1. The authorization to exclude subscription rights in favour of the holders of conversion or option rights serves the purpose of not having to reduce the option or conversion price in accordance with the usual anti-dilution clauses of the option or conversion conditions or to make an additional cash payment to the holders of such rights. Anti- dilution clauses are necessary to facilitate placement on the capital market and protect the holders or creditors of the bonds from dilution through subsequent share issues. Instead of compensation by reducing the option or conversion price or making an additional cash payment, the holders or creditors of the bonds with option or conversion rights should alternatively be able to be granted a subscription right to protect against dilution to the extent to which they would be entitled after exercising the option or conversion right or after fulfilling the conversion obligation.
2. Finally, an authorization to exclude subscription rights is proposed if the new shares shall be used to list the company's shares on a foreign stock exchange on which the shares have not yet been admitted to trading. This also includes the servicing of the over-allotment option granted to the participating underwriting banks and shall also apply accordingly to the listing of depositary rights or certificates representing shares. The Company is endeavoring to continuously broaden its shareholder base abroad. This is in line with the global orientation of Medigene AG. The introduction of shares on a foreign stock exchange, i.e. the possibility of a so-called dual listing, can support the goal of broadening the shareholder base. A large number of investors are more willing to invest if the shares are admitted to trading on their national stock exchange. Medigene AG therefore intends to reserve the option of listing its shares on selected stock exchanges abroad. There are no concrete plans to introduce the shares on a foreign stock exchange. The opening of stock exchange trading on a foreign stock exchange generally requires the issuer to make shares available in order to achieve the admission of the shares (or depositary rights or share certificates) or to support trading after admission. This is only possible if Medigene AG does not have to offer the new shares for purchase to its own shareholders. In accordance with the objective, it should be possible to issue the new shares to a wide range of investors. As a result of a broader international financing base, the Company could be better protected against capital market fluctuations and local changes in the cost of capital could be neutralized in the best possible way. Such an international investor structure would create greater market liquidity, reduce the company's dependence on individual investors and make hostile takeover attempts more difficult. In the international biotechnology environment, a listing on a foreign stock exchange would also facilitate

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the acquisition of company investments through share swaps. This applies above all in the US market, which is particularly important for the company. The company will take the market situation on the foreign stock exchange into account when determining the selling price. If the shares offered to ensure orderly stock exchange trading can only be issued at a discount to the stock exchange price in Germany, the Management Board will endeavor to keep the discount low.

The total shares issued on the basis of the above authorizations with the exclusion of subscription rights in the event of capital increases both against cash contributions and contributions in kind may not exceed 20% of the share capital - calculated on the date on which these authorizations take effect or the date on which these authorizations are exercised, whichever is lower. Shares that are sold or issued or are to be issued with the exclusion of subscription rights in accordance with other authorizations that are expressly mentioned are counted towards this 20% limit. The aforementioned 20% limit includes (i) shares that are issued on the basis of other existing authorized capital with an exclusion of subscription rights during the validity of these authorizations and (ii) shares that are to be issued to service convertible bonds and/or bonds with warrants, the authorization bases of which exist at the time these authorizations become effective or are resolved by the same Annual General Meeting that resolved these authorizations, during the validity of these authorizations, provided that the convertible bonds and/or bonds with warrants have been issued with the exclusion of shareholders' subscription rights.

This capital limit restricts the total amount of shares that can be issued from authorized and conditional capital 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 members of the Management Board and/or employees from employee participation programs and are issued without subscription rights are not included in the calculation, as the dilution effect for shareholders is low and shareholders are not entitled to subscription rights in this context anyway.

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

The Management Board will inform the Annual General Meeting about the utilization of Authorized Capital 2024/I.

Planegg/Martinsried, May 2024

The Executive Board

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