Centogene N : Minutes of the February 2022 EGM

MINUTES OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

CENTOGENE N.V.

FEBRUARY 18, 2022

Minutes of the extraordinary general meeting of shareholders of Centogene N.V., a public company (naamloze vennootschap) incorporated under the laws of the Netherlands, having its corporate seat at Amsterdam, the Netherlands (the "Company"), held at Sheraton Amsterdam Airport Hotel and Conference Centre, Schiphol Boulevard 101, 1118 BG Schiphol, the Netherlands, on February 18, 2022 at 1.00pm Amsterdam time (CET) (the "Meeting").

AGENDA ITEM 1 - OPENING OF THE AGM

Mr. Peer Schatz, the Chairman (the "Chairman") of the supervisory board of the Company (the "Supervisory Board") acted as chairman of the Meeting, opened the Meeting, welcomed Mr. Christoph Ehles, who represented Equicore Beteiligungs GmbH ("Equicore") and Prof. Dr. Arndt Rolfs, who represented himself, Ms. Clara Rolfs and Ms. Nele Rolfs, at the Meeting, and introduced Mrs. Kim Stratton, the acting CEO of the Company, nominee for appointment to the Company's management board (the "Management Board") as CEO, Mr. Andreas Busch, nominee for appointment to the Supervisory Board, Mr. René Just, the CFO of the Company, and Mr. Paul van der Bijl and Ms. Esther Schreiber from the law firm NautaDutilh N.V., the Company's Dutch legal counsel.

Mr. Van der Bijl was asked to act as secretary of the Meeting.

Mr. Van der Bijl informed the Meeting of the following legal matters:

- The meeting has been convened with due observance of all applicable provisions of U.S. and Dutch law and the Company's articles of association.

-13,981,596 shares in the Company's share capital were represented at the Meeting, representing approximately 61.9% of the Company's issued share capital.

The Chairman determined certain points of order with respect to the Meeting.

The Chairman noted that the Company received a number of questions from Equicore and Prof. Dr. Arndt Rolfs and explained that those questions would be answered during the Meeting at the appropriate agenda items.

The first question the Company received from shareholders was as follows:

Why did the Supervisory Board decide to hold a purely physical extraordinary shareholder meeting, instead of a virtual and open meeting where all shareholders could participate to listen and to ask?

The Chairman stated that, in addition to asking this question, Equicore and Mr. Rolfs have separately expressed their disappointment that representatives of the Management Board and Supervisory Board participated in the Meeting by videoconferencing and they have made accusations about the level of the Company's engagement with its shareholders due to the current set-up of the meeting.

The Chairman answered this question as follows:

-As a regular matter of Dutch corporate law, all listed Dutch companies must host their shareholder meetings physically, because this is what Dutch law requires. The possibility to host a fully virtual meeting is a temporary exception that was created in response to the COVID pandemic. Looking atthe 2021 AGM season, nearly 60% of Dutch companies listed in the U.S. continued to host their shareholder meetings physically, despite of having the online option. We have followed that same practice since the Company's IPO and have done so for the Meeting as well.

-Mr. Rolfs himself was the Company's CEO at the time the Company convened and held its 2020 annual general meeting of shareholders. That meeting was also a physical meeting held during the COVID pandemic, same as the Meeting. At that meeting (i) 78.5% of the Company's share capital was represented, (ii) the chairman of the Supervisory Board at that time, Flemming Ørnskov, participated online, and (iii) Mr. Rolfs did not attend. Until recently, Mr. Rolfs has never shared his concerns with the Company about the set-up of the shareholder meetings or, more generally, the engagement with shareholders, whether before or after his time as CEO.

-

Equicore did share concerns with the Company at the Company's 2021 annual general meeting of shareholders ("2021 AGM") concerning the procedures for convening shareholder meetings and registration for those meetings, but Equicore was apparently not previously disturbed by the fact that the Company's shareholder meetings have always been held physically, including the 2021 AGM that a representative of Equicore attended in person. As to the concerns Equicore did previously share with us, I remind shareholders that the convening procedures and record date for shareholder meetings are stipulated by Dutch law. Also, at the request of Equicore and Mr. Rolfs, we have decided to offer shareholders the possibility to follow the Meeting remotely and we have posted a statement on the Company's website announcing this feature.

-

As to the online participation by the Company's representatives at this meeting, the timeline for this Meeting is dictated by Dutch law in response to the request from Equicore and Mr. Rolfs to convene this Meeting. As this request was received on 8 January 2022, and given the two week convening period under Dutch law, this effectively left us with three weeks to formulate a response to the request, prepare the meeting materials and arrange for the meeting logistics, all during a time when the resources of the Management Board and the Supervisory Board were being applied to raising new capital, as we will discuss under agenda item 2 at this Meeting. Despite this, this Meeting was convened in time and consistent with the requirements of Dutch law, but unfortunately the itineraries and other commitments of the Company's representatives attending the Meeting today through videoconferencing did not allow for their physical attendance.

The Chairman stressed that this Meeting has not been designed to discourage people from attending and, to the contrary, the Management Board and the Supervisory Board welcome meaningful dialogue with the shareholders and other stakeholders and all shareholders are allowed to attend this Meeting or to send a proxyholder on their behalf. Nevertheless, only Equicore and Mr. Rolfs registered to attend the Meeting in person as they have requested that this Meeting be convened. All other shareholders represented at the Meeting submitted a voting proxy.

Finally, the Chairman stressed that the Company has quarterly earnings calls and, in 2021, the Company hosted a virtual investor event, all of which were well-attended by the Company's investors and analysts and contribute to the Company's engagement with the investment community. Management also conducted numerous investor meetings, all held virtually as customary in these times of the pandemic, in order to maintain continuous and active dialogue with the Company's investors.

AGENDA ITEM 2 - DISCUSSION ON CAPITAL MEASURES

The Chairman discussed the second item on the agenda, being the discussion on capital measures, as outlined in the explanatory notes to the agenda for the Meeting.

The Chairman explained that the financing is the result of a comprehensive review of a wide range of financial and strategic options and partners. This process was initiated immediately after management provided an update on the Company's financial outlook. Throughout this process, the Company has been advised by its financial advisor, and by Davis Polk and NautaDutilh as the Company's legal advisors. The Company also engaged with investment banks in order to analyse whether a public offering would be a viable option to raise capital. The outcome of those discussions was that a public offering was not recommended.

The financing transactions that the Company entered into were therefore the product of a thorough process and based on advice from high quality experts - and the financing secured a strong financial foundation for the Company and strengthened its balance sheet.

The Chairman asked Mr. Just, the Company's CFO, to provide a summary of the Company's current financial position.

After the presentation of Mr. Just, the Chairman took the opportunity to answer the first set of questions received from shareholders.

Why did the Supervisory Board accept the "non going concern" as published in the Q3 report by management and did neither provide management with a solution or asked shareholders in time to do so?

The Chairman explained that the Supervisory Board unfortunately did not have the luxury to decide whether or not to "accept" the going concern issue that was disclosed. The Company's financial position, in particular impacted by the rapid decline in profitability of the Company's COVID testing business, compelled the Supervisory Board to inform investors of the uncertainty about the Company's ability to continue as a going concern and to update its overall top line financial guidance. The Supervisory Board has continuously monitored the Company's financial position and has acted quickly and decisively, together with the Company's management, to improve the Company's financial position ever since Q3 2021, as will be discussed in more detail in response to some of the other questions received.

Since when did the Supervisory Board know about the liquidity problem and was the announcement related to the withdrawal of third party offers?

The Chairman explained that the Company's financial position is being monitored by the Company's management and the Supervisory Board on an ongoing basis. In response to initial concerns about the Company's financial position, caused in particular by a rapid decline in profitability of the Company's COVID testing business, the decision was taken already in September 2021 to initiate the successful process that ultimately resulted in the recent financing transactions. The Chairman stated that the Company's financial position and results as at 30 September 2021, after careful consideration, led the Supervisory Board to disclose uncertainty of the Company's ability to continue as a going concern and accelerate the process to remediate this, as indicated in the Company's press releases in this respect.

What were the reasons to do the recent capital raise from authorized capital internally and not with 3rd parties?

The Chairman explained that an important goal over the previous months was to solidify the Company's financial foundation and to remediate the previously disclosed going concern issue. For that purpose, the Supervisory Board formed a transaction committee consisting of independent members only, in order to actively solicit financing proposals with the help of the Company's financial and legal advisors. Sessions of the transaction committee were held typically once a week, often several times a week.

During that process, the Company reached out to more than 50 parties, resulting in negotiations with severalthird parties and existing investors on a variety of financing alternatives, including equity and debt financing as well as strategic collaborations. As part of that process, a capital raise through a public offering was considered, but it was not prioritized after the financial advisors and the investment banks engaged with the Company indicated that this would not be a viable path towards a successful financing given the existing share price, the volatility in the equity capital markets generally (and the life sciences industry in particular) and the anticipated timetable.

The financing the Company agreed to with Oxford and certain existing shareholders are the culmination of many weeks of intense analysis, discussion and negotiation. The Management Board and the Supervisory Board are convinced this transaction was, and continues to be, in the Company's best long-term interests given the situation the Company is in.

Why did not all shareholders get the chance to use their pre-emptive rights? What were the reasons for this decision?

The Chairman clarified that the Company remains open to discussing investments by its shareholders, if an agreement on reasonable terms could be made. The Chairman explained that the Company has not initiated a public capital raise with pre-emptive rights for all existing shareholders because this would have constituted an offer to the public in a variety of jurisdictions, including the U.S., which would have triggered prospectus requirements. A public offer would not have been a viable path towards a successful financing. Involving all of the Company's shareholders through an offering with pre-emptive rights would have come with significant additional complexity from a legal perspective. It would have made the Company's efforts ineffectual and the process would have become unmanageable within the timeframe the Company faced.

Why did the Company's management not wait longer in order to analyse existing alternatives for an investment by 3rd independent parties?

The Chairman indicated that the process that resulted in the Company's recently announced successful financing was already initiated in September 2021. Throughout that process, the Supervisory Board has carefully balanced the need to solidify the Company's financial position as soon as possible against the pitfall of taking decisions too hastily. The equity investments by third parties have been considered and negotiated as part of that process and, in some cases, the Company even continues to have discussions with potential investors to further build interest in the Company's shares. Instructing the Company's management simply to "wait" for a superior offer to present itself would have resulted in a significant risk of failing to obtain financing on reasonable terms (or at all). Given the solid and concrete financing proposal with low execution risk that became available to us in January 2022, delaying execution of that proposal and waiting for alternatives that might not materialize would have been irresponsible, would have harmed the Company's best interests and would have jeopardised the interests of the Company's stakeholders.

What did the Supervisory Board do, in order to make sure, that it did give its correct and adequate approval to a capital measure which unilaterally only favours the existing majority shareholders, who all do have a representative within the Supervisory Board (3 out of 8)?

The Chairman indicated that the Supervisory Board set up a transaction committee formed exclusively by independent members to proactively seek financing alternatives with the assistance of outside financial and legal advisors throughout that process. The full Supervisory Board was regularly apprised of the transaction committee's progress and ultimately approved the transactions that was concluded, but it was the independent committee that supervised the process, which the Company's management led based on advice from its advisors. The Chairman reiterated that both the transaction committee and the Supervisory Board consistently acted in what they believe to be the long-term best interests of the Company's stakeholders.

Being an "internal" capital raise, why did the Supervisory Board accept the discount in share price at the capital raising knowing, that alternatives would be available offering a higher price per share?

The Chairman explained that the agreed purchase price is a relevant factor in any equity investment, but certainly not the only one. The Company's representatives do not pass judgment on the transactions that the Company has entered into on the basis of any isolated deal feature, but believe that the equity investment the Company has secured, taken as a whole, is an investment on arms' length terms consistent with those applied in other private equity investments in Dutch companies listed in the U.S.

The Chairman also stressed that the Company's peer group of U.S. listed companies have all experienced significant volatility and pressure on their share price over the past six months at levels similar to, or even exceeding, the decline of the Company's share price.

The Chairman showed an overview of the share price development of the Company and the Company's peer group of U.S. listed companies.

How much did the investment bank Moelis charge for the Funding Round and for what? Did Moelis indeed present no other investors in equity?

The Chairman explained that the Company does not divulge information about the fees charged by its advisors, but confirmed that (i) the fees charged by the Company's financial advisor were considered as being in line with market practice and (ii) the Company's financial advisor has exclusively acted for the Company in the recent financings.

Did Mr. Prehn, Mr. Birner and Mr. Souêtre report a potential conflict of interest regarding the Funding Round to the other Supervisory Directors in accordance with section 8.1 of the Company's Supervisory Board Rules?

The Chairman explained that the positions that Mr. Prehn, Mr. Birner and Mr. Souêtre hold with the Company's investors DPE, TVM and CareVentures are public information and have been specifically discussed and considered by the Supervisory Board in the context of approving the transactions. The Chairman reiterated that the transaction committee was formed exclusively by independent members of the Supervisory Board.

The Chairman asked if there were any questions. Mr. Ehlers indicated that he wanted to address the Meeting with a question on behalf of Equicore.

Mr. Ehlers stated that he would like to wrap up what his impression has been.

In September 2021, the Management Board already noticed that there was a need for a capital transaction, because the COVID business did not work out the way it was intended to work out. After that, there has been a time of at least two months before the announcement that was made by Centogene on November 24. According to my understanding of the measures which need to be taken in order to take care of a going concern, it would have been sufficient if the Supervisory Board or the existing majority shareholders would have given the management comfort that, during the year 2022 and at least before the liquidity was out of the Company, there will be capital and they are taking care of this issue. Now it really leaves, and not only for me but I think for all outstanding parties a very bad feeling if the same persons or institutions which were already aware in September 2021 of a different situation and then have no other opportunity obviously, than do a capital raise on January 31st by themselves. And this impression, which is let's say the public impression Centogene had generated, has been in our, let's say my opinion, unnecessary. In addition, you know that we provided a third party investor who would have done this capital raise as well and probably for a higher purchase price as was being discussed and also as a third party investor. The question that is