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 2023/24 financial year, the Management Board was granted total compensation of € 1,367 thousand, as calculated based on the German Commercial Code (HGB). The corresponding figure for the previous year stood at € 1,428 thousand.

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

^{13 Including contribution to pension plan in the amount of € 105 thousand (previous year: € 105 thousand)
14 Payments due short-term}

Pension provisions of € 930 thousand (previous year: € 928 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)
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)
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. Michael Majerus, Ottobrunn (Chairman)
Consultant

Dr. Anna C. Eichhorn, Frankfurt am Main (Deputy Chair)
CEO, humatrix AG, Pfungstadt
Vorstand (stellv. Vorsitzende) Initiative Gesundheitswirtschaft-rhein-main e.V.

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

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

Dr. Florian Schnabel, Munich
Managing Director of MP Beteiligungs-GmbH
Geschäftsführer BSN GmbH

Christine Uekert, Berlin
Managing Director, Evolve Partners – Biofin Consulting GmbH

Managing Director, nSight Consulting GmbH

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

Christine Uekert, Berlin (Chair)
Managing Director, Evolve Partners – Biofin Consulting GmbH
Managing Director, nSight Consulting GmbH

Dr. Michael Majerus, Ottobrunn (Chair)
Consultant

Dr. Florian Schnabel, Munich
Managing Director of MP Beteiligungs-GmbH
Geschäftsführer BSN GmbH

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

Dr. Michael Majerus, Ottobrunn (Chair)
Consultant

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

Stephen Catling, Cambridge, UK
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 of humatrix AG, Pfungstadt
Vorstand (stellv. Vorsitzende) Initiative Gesundheitswirtschaft-rhein-main e.V. 

Dr. Michael Majerus, Ottobrunn (Chair)
Consultant

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

Dr. Michael Majerus, Ottobrunn (Chair)
Team Neusta AG, Bremen (Deputy Supervisory Board Chairman)

Dr. Anna C. Eichhorn, Frankfurt am Main (Deputy Chair)
Frankfurter Innovationszentrum Biotechnologie GmbH, Frankfurt a. M. (Supervisory Board member)
Vorstand House of Pharma & Healthcare e.V., Frankfurt am Main

Stephen Catling, Cambridge, UK
Cambridgeshire Community Foundation, UK (Advisory Board Chairman)
Condimentum Ltd., UK (Director)
Oceanium Ltd., UK (Director)
Arborea Ltd., UK (Director)

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

Dr. Florian Schnabel, Munich
None

Christine Uekert, Berlin
None

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

^{* Payments due short-term}

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 2023/24 and 2022/23 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.

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 € 0 thousand (previous year: € 196 thousand). In connection with the license, a service agreement was also concluded with an anticipated total volume of around € 5.3 million. In the 2023/24 financial year, revenue was generated with the company in the context of the transaction described above in the amount of € 468 thousand (previous year: 685 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 € 5,000 thousand of this loan as at the balance sheet date (previous year: € 4,000 thousand). In the 2023/24 financial year, the interest cost amounted to € 222 thousand (previous year: € 80 thousand). Interest liabilities amounted to € 54 thousand as at the balance sheet date (previous year: € 31 thousand).

No receivables were due from directors of BRAIN Biotech AG or individuals related to these directors as of 30 September 2024. As at the 30 September 2024 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: € 424 thousand (previous year: € 345 thousand),
• Management Board compensation: € 126 thousand (previous year: € 325 thousand),
• Deferrals for outstanding vacation (Management Board): € 14 thousand (previous year: € 21 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 2024 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 2024 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 grant recipients (4, previous year: 4), temporary help staff (7, previous year: 12), trainees (7, previous year: 5).

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

BRAIN Biotech AG has signed an exclusive technology license agreement with Akribion Therapeutics GmbH for the genome editing nuclease G-dase E® for the pharmaceutical sector. BRAIN Biotech can receive up to € 92.3 million in R&D and commercial milestone payments from Akribion for granting these exclusive rights for use in the pharmaceutical area. In addition, BRAIN Biotech is entitled to license fees from future net revenues. The payment structure is based on progress in clinical development and future commercialization successes. BRAIN staff who were assigned to the business unit managed as Akribion Genomics are to be transferred to Akribion Therapeutics GmbH as part of a transfer of operations.

The genome editing nuclease G-dase E® forms part the proprietary CRISPR-Cas genome editing nuclease portfolio of BRAIN Biotech AG and was developed as part of the company’s BioIncubator pipeline for highly innovative projects. BRAIN Biotech will continue to develop this portfolio of nucleases outside the pharmaceutical sector on its own initiative, and harness it as a technological differentiator in customer projects as well as offer it to external parties for licensing.

Prof. Dr. Wiltrud Treffenfeldt stepped down from her position as an ordinary member of the Supervisory Board of BRAIN Biotech AG for personal reasons with effect from 3 October 2024. Prof. Dr. Treffenfeldt has been a member of the Supervisory Board of BRAIN Biotech AG since October 2020.

No further significant events or developments of material importance to the company’s financial position and performance have occurred since the 30 September 2024 balance sheet date.

Zwingenberg, 13 January 2025

Adriaan Moelker
Chief Executive Officer

Michael Schneiders
Chief Financial Officer