VIII. Other information

Auditor’s fees

The fees paid to or accrued for the auditors of the BRAIN Biotech Group engaged for the financial year in question consist of the following items:

Related party disclosures

The Management Board and the Supervisory Board of BRAIN Biotech AG form the key management bodies of the BRAIN Biotech Group. The company’s Management Board consisted of the following members in the financial year under review:

Adriaan Moelker, Wehrheim, CEO (Chairman)
Master of Business Administration (MBA)

Michael Schneiders, Frankfurt am Main, CFO
B.S. Economics

The Management Board members are entitled to represent the company either jointly or individually with a company officer. If only one Management Board Member has been appointed, this Management Board member is entitled to represent the company alone.

For the 2022/23 financial year, the Management Board was granted total compensation of € 1,397 thousand, as calculated based on the German Commercial Code (HGB). The corresponding figure for the previous year stood at € 1,429 thousand.

Management Board compensation, in accordance with IAS 24, in the year under review amounted to:

Pension provisions of € 928 thousand (previous year: € 1,153 thousand) have been formed for former Management Board members.

The Management Board members are members of the following supervisory boards or comparable supervisory bodies:

Adriaan Moelker, Wehrheim, CEO (Chairman)

BRAIN UK II Ltd., Cardiff, UK (Director)
BRAIN UK Ltd., Cardiff, UK (Director)
Biocatalysts Ltd., Cardiff, UK (Director)
SolasCure Ltd., Cambridge, UK (Director)
Biosun Biochemicals Inc., Tampa, FL, USA (Board member)

Michael Schneiders, Frankfurt am Main, CFO

BRAIN UK II Ltd., Cardiff, UK (Director)
BRAIN UK Ltd., Cardiff, UK (Director)
Biocatalysts Ltd., Cardiff, UK (Director)

The Management Board directly holds 20,000 shares as at the reporting date.

The company’s Supervisory Board included the following members in the financial year under review:

Dr. Georg Kellinghusen, Kreuth-Oberhof (until 8 March 2023; previously Chairman)
Mediator Consultant

Dr. Michael Majerus, Ottobrunn (Chairman from 8 March 2023)
Consultant

Dr. Anna C. Eichhorn, Frankfurt am Main (Deputy Chair)
CEO, humatrix AG, Pfungstadt

Stephen Catling, Cambridge, UK
Managing Director, SJ Catling Ltd., Cambridge, UK

Prof. Dr.-Ing. Wiltrud Treffenfeldt, Switzerland
Independent consultant

Dr. Florian Schnabel, Munich (from 8 March 2023)
Managing Director of MP Beteiligungs-GmbH

Christine Uekert, Berlin (from 8 March 2023)
Managing Director of nSight Consulting GmbH

The Audit Committee of the company’s Supervisory Board included the following members in the financial year under review:

Dr. Michael Majerus, Ottobrunn (Chair until 8 March 2023)
Consultant

Christine Uekert, Berlin (Chair from 8 March 2023)
Managing Director of nSight Consulting GmbH

Dr. Georg Kellinghusen, Kreuth-Oberhof (until 8 March 2023)
Mediator Consultant

Dr. Florian Schnabel, Munich (from 8 March 2023)
Managing Director of MP Beteiligungs-GmbH

The Personnel Committee of the company’s Supervisory Board included the following members in the financial year under review:

Dr. Georg Kellinghusen, Kreuth-Oberhof (Chair until 8 March 2023)
Mediator Consultant

Dr. Michael Majerus, Ottobrunn (Chair from 8 March 2023)
Consultant

Prof. Dr.-Ing. Wiltrud Treffenfeldt, Switzerland
Independent consultant

Stephen Catling, Cambridge, UK (from 8 March 2023)
Managing Director, SJ Catling Ltd., Cambridge, UK

The Nomination Committee of the company’s Supervisory Board included the following members in the financial year under review:

Dr. Anna C. Eichhorn, Frankfurt am Main (Chair)
CEO, humatrix AG, Pfungstadt

Dr. Georg Kellinghusen, Kreuth-Oberhof (until 8 March 2023)
Mediator Consultant

Dr. Michael Majerus, Ottobrunn
Consultant

The Supervisory Board members are members of the following supervisory boards or comparable supervisory bodies:

Dr. Georg Kellinghusen, Kreuth-Oberhof (Chairman until 8 March 2023)

Advyce GmbH, Munich (Advisory Board member)
Deutsche Bank AG, Frankfurt am Main (Regional Advisory Board member, Bavaria)
Simplifa GmbH, Berlin (Advisory Board member)

Dr. Michael Majerus, Ottobrunn (Chairman from 8 March 2023)
None

Dr. Anna C. Eichhorn, Frankfurt am Main (Deputy Chair)
Frankfurter Innovationszentrum Biotechn. GmbH, Frankfurt a. M. (Supervisory Board member)

Stephen Catling, Cambridge, UK
Cambridgeshire Community Foundation, UK (Chairman of the Board of Directors)

Prof. Dr.-Ing. Wiltrud Treffenfeldt, Switzerland
ProBioGen AG, Berlin, Supervisory Board member

Dr. Florian Schnabel, Munich (from 8 March 2023)
None

Christine Uekert, Berlin (from 8 March 2023)
Member of the Supervisory Board of Titanium Textiles AG, Rostock (until 7 July 2023)

The compensation of the Supervisory Board in the year under review was as follows:

The Supervisory Board indirectly holds 27,000 shares in the company as at the reporting date.

Further information is presented in the compensation report.

Other relationships with related parties

In the 2022/23 and 2021/22 financial years, the following supplies or purchases of goods and services occurred between the members of the governing bodies (Management and Supervisory board members) and their related parties and associated companies of the BRAIN Biotech Group and entities with significant influence over BRAIN Biotech AG.

Enzymicals AG is an associated company pursuant to IAS 28.2 and is therefore categorized as a related party pursuant to IAS 24.9. As of the reporting date, BRAIN Biotech AG was owed € 72 thousand (previous year: € 72 thousand) of loan and interest receivables by Enzymicals AG. The interest income for this 6.0 % loan amounted to € 4 thousand in the 2022/23 financial year (previous year: € 4 thousand).

A license agreement was concluded with SolasCure Ltd. in the 2017/18 financial year as part of the investment, for which BRAIN Biotech AG was paid with shares in the company equivalent to an amount of € 3,919 thousand. These have been deferred and will be recognized as revenue until September 2024 in the amount of the other shareholders’ interests, as BRAIN Biotech AG will be closely involved in the approval process until then and will render further services. Unrealized results of intra-group transactions are eliminated in the consolidated financial statements as part of consolidation, resulting in the recognition in the current financial statements of an amount of € 196 thousand (previous year: € 472 thousand). In connection with the license, a service agreement was also concluded with an anticipated total volume of around € 5.3 million. In the 2022/23 financial year, revenue was generated with the company in the context of the transaction described above in the amount of € 685 thousand (previous year: 1,047 thousand).

A loan facility of € 7.0 million exists with MP-Beteiligungs-GmbH, Kaiserslautern, a company with a shareholding of more than 25 %. The agreement has a term until 30 June 2025. The loan bears interest at a rate of 3.5 %. The company had drawn down € 4,000 thousand of this loan as at the balance sheet date (previous year: € 0 thousand). In the 2022/23 financial year, the interest cost amounted to € 80 thousand (previous year: € 28 thousand). Interest liabilities amounted to € 31 thousand as at the balance sheet date (previous year: € 7 thousand).

No receivables were due from directors of BRAIN Biotech AG or individuals related to these directors as of 30 September 2023. As at the 30 September 2023 reporting date, the following outstanding balances existed in relation to the aforementioned parties, which are reported under other liabilities, and aforementioned compensation elements:

• Supervisory Board compensation: € 345 thousand (previous year: € 257 thousand),
• Management Board compensation: € 325 thousand (previous year: € 465 thousand),
• Deferrals for outstanding vacation (Management Board): € 21 thousand (previous year: € 30 thousand).

No other obligations exist in relation to the key management personnel of BRAIN Biotech AG.

Contingencies and other financial commitments

As in the previous year, as of the 30 September 2023 balance sheet date no obligations exist from contracts entered into for third-party work in the area of research and development contracts.

As was the case at the end of the previous financial year, as at 30 September 2023 no obligations exist arising from investment projects that have been commenced.

Contingent purchase price obligations exist for intangible assets that depend on the achievement of specific future revenue using these intangible assets up to a maximum amount of € 160 thousand (previous year: € 160 thousand).

The Management Board is not aware of other facts or circumstances that could lead to material additional financial commitments.

Employees

The number of employees reports the following changes:

The BRAIN Biotech Group also employs scholarships/grant holders (4, previous year: 1), temporary help staff (12, previous year: 12), trainees (5, previous year: 6).

Statement of conformity to the German Corporate Governance Code

The statement of conformity to the German Corporate Governance Code as required by Section 161 of the German Stock Corporation Act (AktG) was issued by the Management and Supervisory boards and published on the company’s website.

Events after the reporting date

After the end of the financial year, the company received further firm financing commitments in the form of loans and silent partnerships totaling up to € 6.5 million.

No further significant events or developments of material importance to the company’s financial position and performance have occurred since the 30 September 2023 balance sheet date.

Zwingenberg, 12 December 2023

Adriaan Moelker Michael Schneiders
Chief Executive Officer Chief Financial Officer