Report of the Supervisory Board of 2invest AG

for the financial year from 1 January 2020 to 31 December 2020

(formerly: 4basebio AG)

In the 2020 financial year, the Supervisory Board performed the duties and tasks incumbent upon it according to the law and the Articles of Association and dealt with the economic and financial situation of the company during the 2020 financial year. It also monitored and advised the Management Board in its management of the company. In accordance with § 90 of the German Stock Corporation Act (AktG), the Management Board informed the Supervisory Board about the main aspects of the business development and the economic situation of the company.

The Management Board coordinated the strategic direction of the company with the Supervisory Board in the 2020 financial year. The Supervisory Board was involved in all major decisions of fundamental importance for 2invest AG and passed the resolutions required by law and the Articles of Association.

Communication between the Management Board and the Supervisory Board was smooth.

In the financial year from 1 January to 31 December 2020, 8 meetings of the Supervisory Board were held by telephone. 10 resolutions were passed by circulating. The Supervisory Board formed an Audit Committee in the financial year.

In particular, the following topics were discussed in detail against the background of the company's situation:

  • Approval of the annual financial statements as at 31 December 2020
  • Spin-offof the entire operating business
  • Appointment to the Board of Directors
  • Preparations for the AGM on 17 June 2020, the EGM on 3 November 2020 and the AGM on 28 January 2021
  • Various capital measures

At the Extraordinary General Meeting on 3 November 2020, the spin-off and takeover agreement between 2invest AG (formerly: 4basebio AG) and 4basebio SE, Düsseldorf (formerly Atrium 180. Europäische VV SE), the reduction of the Supervisory Board from six members to three members in the future and the reduction of the share capital were resolved.

The spin-off of the shareholdings in 4basebio S.L.U., Madrid, and 4basebio Ltd, Cambridge (the genomics & DNA business of the 4basebio Group, spin-off for inclusion pursuant to § 123 para. 2 no. 1 German Transformation Act) from 4basebio AG (today: 2invest AG) to 4basebio SE, Düsseldorf (formerly Atrium 180. Europäische

  1. SE) became effective upon registration in the relevant commercial register of 2invest AG on 8 December 2020.

An ordinary capital reduction was resolved in accordance with §§ 222 ff. AktG by means of a consolidation of shares in the company. The share capital of 2invest AG was reduced from EUR 51,733,386 to EUR 5,748,154. Accordingly, the issued shares of 2invest AG were merged at a ratio of 9 to 1. This capital reduction was entered in

the commercial register and became effective on 28 January 2021. Since then, the share capital has been divided into 5,748,154 no-par value registered shares.

The Supervisory Board has given its consent to the implementation of the capital measures and the spin-off within the scope of its competence.

The Supervisory Board and the Management Board last jointly issued a declaration of compliance in March 2021 in accordance with section 161 of the German Stock Corporation Act (AktG), which was published on the company's website.

Management Board and Supervisory Board

By resolution of the Supervisory Board on 1 December 2020, Mr Plaggemars was appointed to the Management Board until 31 December 2022. He has been the sole member of the Management Board of the company since 30 December 2020 and has sole power of representation.

In view of the desired reduction in the size of the Supervisory Board, all members of the Supervisory Board have resigned from office with effect from the end of the Extraordinary General Meeting on 3 November 2020.

On the day of the Extraordinary General Meeting, 3 November 2020, the members of the Supervisory Board were:

  • Mr Joseph M. Fernández,
  • Dr Trevor Jarman
  • Mr Tim McCarthy
  • Mr Peter Llewellyn-Davies
  • Mr Hansjörg Plaggemars
  • Mrs Pilar de la Huerta

At the Extraordinary General Meeting on 3 November 2020, Mr Joseph M. Fernández, Mr Peter Llewellyn-Davies and Mr Hansjörg Plaggemars were re-elected as members of the Company's Supervisory Board. Mr Alexander Link was elected as a substitute member for the elected Supervisory Board members for the duration of the term of office of these Supervisory Board members.

Mr Hansjörg Plaggemars resigned from his office as a member of the Supervisory Board on 20 November 2020. He was succeeded on the Supervisory Board by the substitute member Alexander Link.

The members of the Supervisory Board until 28 January 2021 were Mr Joseph M. Fernández, Mr Peter Llewellyn-Davies and, as substitute member, Mr Alexander Link, who were elected at the General Meeting on 3 November 2020 for a term of office until the end of the General Meeting that decides on the discharge for the 2021 financial year.

In December 2020, Mr Joseph M. Fernández and Mr Peter Llewellyn-Davies resigned from the Supervisory Board with effect from the end of the General Meeting on 28 January 2021. The General Meeting on 28 January 2021 elected Ms Eva Katheder and Dr Rainer Herschlein to the Supervisory Board with a term of office that ends with the conclusion of the Annual General Meeting that resolves on the discharge for the financial year ending on 31 December 2021.

Accordingly, the Supervisory Board is currently composed of the following members:

  • Mr Alexander Link (Chairman)
  • Eva Katheder (Vice Chair)
  • Dr Rainer Herschlein

At the meeting of the Supervisory Board on 15 January 2021, Mr Alexander Link was elected Chairman of the Supervisory Board and at the meeting of the Supervisory Board on 28 January 2021 Ms Eva Katheder was elected Deputy Chairman.

Annual financial statements as at 31 December 2020

Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Mannheim, audited the annual financial statements as of 31 December 2020 and the management report of 2Invest AG. The audit opinion was issued without qualification. The audited annual financial statements and management report as well as the audit report were made available to the Supervisory Board. The Supervisory Board discussed the annual financial statements and the management report of 2invest AG as at 31 December 2020 as well as the auditor's report in detail with the auditor at the audit meeting and, on the basis of the comprehensive information provided by the auditor, agrees with the audit results. Following the final result of the Supervisory Board's review of the annual financial statements and the management report of 2invest AG as of 31 December 2020, no objections are to be raised.

At its audit sheet meeting on 29 April 2021, the Supervisory Board approved the annual financial statements prepared by the Management Board as at 31 December 2020 after a thorough review. With the approval of the annual financial statements, these are simultaneously adopted pursuant to § 172 sentence 1 AktG.

Pursuant to § 312 of the German Stock Corporation Act (AktG), a report on the company's relationships with affiliated companies was prepared for the period from 15 October 2020 to 31 December 2020 (dependency report). The company's auditor for the financial year ending 31 December 2020, Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Mannheim, has audited the dependency report and issued an unqualified audit opinion. The audit opinion reads verbatim:

"Based on our audit and assessment in accordance with professional standards, we confirm that the factual information in the report is correct."

The dependency report and the related auditor's report were submitted to the Supervisory Board. The Supervisory Board examined both reports and concurred with the results of the auditor's examination. According to the final result of the Supervisory Board's examination of the dependency report, which did not result in any objections, there are no objections to be raised against the declaration made by the Management Board at the end of the dependency report.

The Supervisory Board thanks the Management Board for its work and commitment to the company.

Heidelberg, 29 April 2021

The Supervisory Board

Alexander Link

as Chairman of the Supervisory Board for the Supervisory Board

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2Invest AG published this content on 28 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 June 2021 14:37:06 UTC.