Mynaric : Statement on Corporate Governance and Corporate Governance Report

Corporate Governance Statement, Group Corporate Governance Statement and Corporate Governance Report

The Corporate Governance Statement, the Group Corporate Governance Statement and the Corporate Governance Report are also published on our website under "Investor Relations - Corporate Governance".

Corporate Governance Statement pursuant to Section 289f HGB and Group Corporate Governance Statement pursuant to Section 315d HGB for the financial year 2022

In the Corporate Governance Statement pursuant to Section 289f of the German Commercial Code (HGB) and the Group Corporate Governance Statement pursuant to Section 315d of the HGB, the Management Board and Supervisory Board provide information on the most important elements of our corporate governance. In addition to the annual Declaration of Conformity pursuant to Section 161 of the German Stock Corporation Act (AktG), they include relevant disclosures on corporate governance practices as well as other aspects of corporate governance such as, in particular, a description of the working methods of the Management Board and Supervisory Board.

Declaration of the Management Board and the Supervisory Board of Mynaric AG on the recommendations of the "Government Commission on the German Corporate Governance Code" ("Code") pursuant to Section 161 AktG

The Management Board and Supervisory Board of Mynaric AG adopted the following Declaration of Conformity on April 26, 2023:

The Management Board and Supervisory Board of Mynaric AG declare pursuant to § 161 AktG:

1. Since issuing its last Declaration of Conformity on April 26, 2022 (as supplemented and updated on July 15, 2022), Mynaric AG has complied with the recommendations of the German Corporate Governance Code as amended on December 16, 2019 ("GCGC 2020") with the exceptions described below:
2. • The Company still does not comply with Recommendation G.17 of the GCGC 2020, according to which the higher time expenditure of the Chairman and members of Supervisory Board committees is appropriately taken into account in the compensation. The 2021 Annual General Meeting of the Company set higher compensation for the Chairman and members of the Audit Committee. The 2022 Annual General Meeting of the Company confirmed this resolution and adopted a corresponding compensation system for the Supervisory Board. The members of the Supervisory Board do not receive higher compensation for their work as Chairman and members of the Compensation Committee and the Corporate Governance and Nomination Committee. The activities of the Chairman and the members of the Compensation Committee and the Corporate Governance and Nomination Committee do not result in a significantly higher time commitment, so that the Company believes that higher compensation is not necessary.
   • The Company still does not comply with Recommendation F.2 of the GCGC 2020, according to which the consolidated financial statements and the group management report should be publicly accessible within 90 days of the end of the financial year. The Company considers the statutory requirements for publication of the consolidated financial statements and the Group management report to be sufficient to ensure proper accounting.
3. In addition, Mynaric AG has complied with the recommendations of the "Government Commission on the German Corporate Governance Code" in the Code version dated April 28, 2022 ("GCGC 2022") as of the date of publication of the GCGC 2022 in the Federal Gazette on June 27, 2022 with

the aforementioned deviations from recommendations G.17 and F.2 of the GCGC 2020, which correspond to a deviation from recommendations G.17 and F.2 of the GCGC 2022, as well as the following exception:

The company does not yet comply with Recommendation A.3 of the GCGC 2022, according to which the internal control system and the risk management system should also cover sustainability-related objectives, whereby this should also include the processes and systems for recording and processing sustainability-related data. The company is currently still working on a corresponding adjustment of the internal control system and the risk management system and intends to comply with recommendation A. 3 of the GCGC in the near future.

3. Mynaric AG will - with the aforementioned exceptions - continue to comply with the recommendations of the GCGC 2022.

Munich, April 26, 2023

For the Management Board Bulent Altan

Chairman of the Management Board

For the Supervisory Board Dr. Manfred Krischke

Chairman of the Supervisory Board

Remuneration system and remuneration report

The applicable remuneration system for the members of the Management Board pursuant to Section 87a para. 1 and 2 sentence 1 AktG, which was approved by the Annual General Meeting 2022, as well as the resolution adopted by the Annual General Meeting 2022 pursuant to Section 113 para. 3 AktG on the remuneration of the members of the Supervisory Board are publicly available on our website under: Corporate Governance Section

On the same webpage the remuneration report and the auditor's report pursuant to Section 162 AktG are made publicly available.

Information on corporate governance practices

Compliance

Compliance with rules of conduct and laws is ensured at our Company in particular by the following documents enforced throughout the Group: a groupwide Compliance Guideline including a Code of Conduct and a Code of Business Conduct and Ethics, as well as other internal processes and policies. Our Compliance Guideline sets out the fundamental principles and the most important guidelines and courses of action for conduct in business. Particularly in business, legal or ethical conflict situations, it serves as a valuable aid for our employees and managers. In addition, the Code of Conduct reinforces our transparent and coherent management principles as well as the trust of the public, business partners, employees and financial markets. Adherence to the compliance directive is carefully monitored. Groupwide implementation of the Code of Conduct is monitored by the global Compliance Committee. The policy itself is also regularly reviewed and adapted if and when needed. This also applies to the compliance management program implemented at our Company, which on the one hand is designed to ensure compliance with all legal requirements, but on the other hand also implements high ethical standards that are mandatory for both management and every employee. Overall responsibility for the compliance management program lies with the Management Board, which reports regularly on this to the Supervisory Board. In fulfilling its compliance responsibility, the Management Board has delegated the relevant tasks to various functions at Mynaric.

Working methods of the Management Board and Supervisory Board and of the Executive Management Team, and composition and working methods of the committees

To ensure good corporate governance, open, comprehensive and regular communication is the guiding principle for cooperation between our Management Board and Supervisory Board. The dual management system prescribed by the German Stock Corporation Act explicitly separates the management and supervision of a company. The responsibilities of both bodies are clearly defined by law and by the Articles of Association and the rules of procedure of the bodies. The Management Board and Supervisory Board work closely together and act and make decisions for the benefit of the Company. Their declared aim is to sustainably increase the value of the Company.

Each Management Board member is responsible for his or her own area of responsibility, which is defined in the schedule of responsibilities and about which he or she keeps his or her Management Board colleagues informed on an ongoing basis. Cooperation between the members of the Management Board is governed by rules of procedure. Both the schedule of responsibilities and the rules of procedure have been approved by the Supervisory Board.

The Company has also established the so-called Executive Management Team. Under the leadership of the Chairman of the Management Board, the Executive Management Team is responsible for strategy development, the operational management of the Company and the achievement of its goals and results. The Executive Management Team prepares decisions for the Management Board's resolutions and adopts resolutions jointly with the Management Board, unless these are the sole responsibility of the Management Board by law or by resolution of the Supervisory Board. The Executive Management Team consists of the members of the Management Board and senior executives from the Company's core areas such as Business Development & Sales, Chief Engineering and Quality, Operations, Engineering, Information Technology, Communications and Investor Relations, Human Resources, and Legal & Compliance. In addition to the members of the Management Board, current members of the Executive Management Team are Tina Ghataore, CCO, Juan Carlos Lopez, COO, Sven Meyer-Brunswick, C3PO, and Luis Martin-Navajas, Chief Engineer. In the case of specific issues, representatives from other specialist departments are consulted accordingly.

Meetings of the Management Board shall be held regularly, but at least every two weeks. They must take place when the best interests of the Company so require. In addition, meetings of the Executive Management Team shall generally be held weekly and when required in the interests of the Company.

Resolutions of the full Management Board are adopted by a simple majority. In the event of a tie, the Chairman of the Management Board shall have the casting vote. In the event of significant events, any member of the Management Board or Supervisory Board may convene an extraordinary meeting of the full Management Board. Resolutions of the Management Board may also be adopted outside meetings by fax, e-mail or in writing or by other customary means of communication. Written minutes shall be prepared for each meeting of the Management Board. A copy of these minutes shall be made available to each member of the Management Board without delay. The minutes shall be deemed approved if no member of the Management Board objects at the subsequent meeting.

The Management Board maintains regular contact with the Chairman of the Supervisory Board, informs him of the course of business and the current situation of the Group, and discusses with him the strategy, planning and business development and risk management of the Company. In the case of significant events and business matters which could have a major impact on the assessment of the situation and development as well as on the management of the Company, the Management Board reports immediately to the Chairman of the Supervisory Board. The Rules of Procedure of the Management Board provide for reservations of approval in favor of the Supervisory Board for significant business transactions. More information on the cooperation between the Management Board and the Supervisory Board and on important topics of discussion in the fiscal year 2022 can be found in the Report of the Supervisory Board.

The Supervisory Board holds at least two meetings per calendar half-year. In addition to the provisions of the Articles of Association, the Supervisory Board has adopted rules of procedure for its work: According to these rules, the Chairman of the Supervisory Board coordinates the work of the Supervisory Board and the cooperation between the Supervisory Board and the Management Board, chairs the meetings of the Supervisory Board and represents the interests of the Supervisory Board externally. The Supervisory Board generally adopts its resolutions at meetings. However, resolutions may also be adopted outside a meeting in writing (including by e-mail) or by telephone or video conference.

Resolutions of the Supervisory Board are generally adopted by a simple majority of the votes cast. The Supervisory Board meetings are minuted. Resolutions adopted outside meetings are also recorded in writing. A copy of the Supervisory Board minutes is made available to all members of the Supervisory Board.

In accordance with the recommendation in D.12 of the Code, the Supervisory Board regularly assesses how effectively the Supervisory Board as a whole and its committees perform their duties. The most recent review was carried out by the Supervisory Board in January 2022. The review was carried out on the basis of a questionnaire completed by each member of the Supervisory Board. The results were then discussed and evaluated at a subsequent Supervisory Board meeting.

Composition and working methods of the committees of the Management Board and Supervisory Board

The Management Board has not established any committees.

The Supervisory Board has three permanent committees: the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee. These three committees formed by the Supervisory Board are each staffed with professionally qualified members.

Audit Committee

The central task of the Audit Committee is to support the Supervisory Board in fulfilling its monitoring duty, in particular with regard to the accuracy of the annual and consolidated financial statements, the activities of the auditor, and the internal control functions, especially risk management and compliance. In addition, the Audit Committee submits a recommendation to the Supervisory Board for its proposal to the Annual General Meeting for the election of the independent auditor. The members of the Audit Committee are Steve Geskos (Chairman), Dr. Manfred Krischke and Peter Müller-Brühl.

Steve Geskos had different management positions in various listed and unlisted companies throughout his career and therefore brings extensive knowledge and experience in the field of accounting (including sustainability reporting and its audit).

Due to his many years of activities and experiences in management positions in various companies, Dr. Manfred Krischke has special knowledge and experience in the fields of accounting and auditing (including sustainability reporting and its audit) and brings this experience to the Audit Committee and the full Supervisory Board of Mynaric AG.

Peter Müller-Brühl had different management positions in various listed and unlisted companies throughout his career and therefore brings extensive knowledge and experience in the field of accounting (including sustainability reporting and its audit).

Compensation Committee

The Compensation Committee prepares the resolution of the full Supervisory Board on the remuneration system for the Management Board and its implementation in the Management Board service agreements and the review of the appropriateness of Management Board remuneration. Furthermore, the Compensation Committee prepares the regular review of the remuneration system and the approval of the annual remuneration report. Finally, the Committee prepares the service agreements with the Management Board members. The members of the Compensation Committee are Dr. Manfred Krischke (Chairman), Peter Müller-Brühl and Vincent Wobbe.

Corporate Governance and Nominating Committee

If necessary, the Corporate Governance and Nominations Committee supports the search for suitable candidates for appointment as members of the Management Board or Supervisory Board and submits proposals in this regard to the full Supervisory Board. The committee also deals with corporate governance issues in the Group and prepares in particular the resolutions of the Supervisory Board on the annual Declaration of Conformity, corporate governance reporting and the Supervisory Board report. The members of the Corporate Governance and Nominating Committee are Dr. Manfred Krischke (Chairman), Peter Müller-Brühl and Vincent Wobbe.

In accordance with Section C.14 of the Code, the curricula vitae of the members of the Supervisory Board are published on our website under "Company - Management - Supervisory Board".

Competency profile, diversity concept and goals for composition as well as competence matrix

The Supervisory Board of the Company has revised its competence profile and the objectives for its composition and prepared a diversity concept in accordance with Section 289f para. 2 No. 6 HGB.

Accordingly, the Supervisory Board of Mynaric AG is to be composed in such a way that the Supervisory Board as a whole possesses the knowledge, skills and professional experience required for the proper performance of its duties and that appropriate supervision and advice of the Management Board of Mynaric AG is ensured, taking into account the principle of diversity.

For the election of Supervisory Board members, candidates are proposed to the Annual General Meeting who meet the overall competence profile of expertise, experience, integrity, commitment, independence and character. The proposals to the Annual General Meeting also take into account the objectives for the composition of the Supervisory Board.

Competency profile for the Supervisory Board of Mynaric AG

The members of the Supervisory Board as a whole should have the professional competence and experience to fulfill the tasks of the Supervisory Board of Mynaric AG as an internationally active laser communications company.

For the composition of the Supervisory Board of Mynaric AG, the Supervisory Board considers the following skills and knowledge in particular to be decisive:

• General knowledge of the industry in which the Company operates in order to make sufficient and substantive contributions at Supervisory Board meetings;
• At least one member must have experience or knowledge in the aerospace, transportation and/or communications industries.
• At least one member must have experience or knowledge of manufacturing
• At least one member must have expertise in the field of accounting and at least one further member must have expertise in the field of auditing (Section 100 para. 5 AktG);

• At least one member must have expertise regarding sustainability issues relevant to the Company;
• At least one member must have experience or knowledge in personnel matters with respect to Management Board matters.

Diversity concept for the Supervisory Board of Mynaric AG

The Supervisory Board strives for an appropriate level of diversity in terms of age, gender, internationality and professional background as well as technical expertise, experience and personality in order to achieve a diverse composition of the Supervisory Board and to enable the Supervisory Board as a whole to base its decisions on different cultural and professional perspectives and a broad range of experience.

In particular, the Supervisory Board will consider the following criteria:

• At least two members of the Supervisory Board must have extensive international experience or an international background;
• At least one member of the Supervisory Board is under 60 years of age at the time of appointment;
• At least two members of the Supervisory Board have different professional backgrounds and experience.

With regard to the proportion of women on the Supervisory Board, the Supervisory Board has set targets and deadlines for their achievement in accordance with Section 111 para. 5 AktG, to which reference is made.

Further objectives for the composition of the Supervisory Board

AGE LIMIT

As a rule, the members of the Supervisory Board of Mynaric AG shall not be older than 70 years at the time of their appointment by the Annual General Meeting. However, the Supervisory Board may resolve an exception to this rule in certain cases.

DURATION OF THE TERM OF OFFICE

The uninterrupted term of office of a member of the Supervisory Board shall generally not exceed twelve years. However, the Supervisory Board may resolve to make an exception to this provision in certain cases.

INDEPENDENCE

The Supervisory Board of Mynaric AG considers a number of at least three independent members to be appropriate, taking into account the shareholder structure. According to the Code, a Supervisory Board member is independent of Mynaric AG, its Management Board or a controlling shareholder if he or she has no personal or business relationship with the Company, the Management Board or a controlling shareholder. In assessing the independence of Supervisory Board members, the Supervisory Board is guided by the recommendations of the Code, among others. This means, among other things, that a Supervisory Board member is generally not to be regarded as independent if the member or a close family member of the member is

• was a member of the Management Board of Mynaric AG in the two years prior to his appointment to the Supervisory Board of Mynaric AG;
• has or had a material business relationship (directly or indirectly) with Mynaric AG or a group company of Mynaric AG in the year preceding his appointment;
• Is a close family member of a member of the Management Board; or
• has been a member of the Supervisory Board for more than twelve years.

Significant and lasting conflicts of interest, in particular due to activities at major competitors, are to be avoided. However, it must be taken into account that conflicts of interest cannot generally be ruled out in individual cases. Possible conflicts of interest are to be disclosed to the Chairman of the Supervisory Board and will be eliminated by appropriate measures. In the event of a conflict of interest that is not merely temporary, this may lead to the termination of the Supervisory Board mandate of the member concerned.

AVAILABILITY

All members of the Supervisory Board must ensure that they can devote sufficient time to properly perform the duties associated with their Supervisory Board mandate at Mynaric AG. As a rule, this requires that

• the Supervisory Board member is able to attend at least four ordinary Supervisory Board meetings per year in person or by video conference, for each of which adequate preparation time is required;
• the Supervisory Board member may attend extraordinary meetings of the Supervisory Board if this is necessary to deal with specific issues;
• the Supervisory Board member can attend the Annual General Meeting;
• the Supervisory Board member has sufficient time to review the annual financial statements and the consolidated financial statements; and
• the Supervisory Board member, depending on his or her membership of one or more of the Supervisory Board's currently three standing committees, allocates additional time to prepare for and attend committee meetings.

Current composition of the Supervisory Board

The implementation status of the competence profile and expertise is disclosed below in the form of a qualification matrix:

Manfred

Hans

Steve

Peter

Vince

Krischke

Königsma

Geskos

Müller-

nt

nn

Brühl

Wobb

e

Length of

membersh

Member since

2017

2021

2021

2018

2021

ip

Personal

Independence

x

x

x

x

x

aptitude

No overboarding

x

x

x

x

x

Date of birth

16 March

28 April

6 June 1977

9 February

8 June

1966

1963

1968

1986

Diversity

Gender

Male

Male

Male

Male

Male

German/U

US

Germ

Nationality

German

S

German

American

an

American

	International
	experience/internati	x	x	x	x	x
	onal background
			Aerospac	Aerospace	Business	Business
	Education/professio	e	Financ
	engineerin	administrati	administrati
	nal background	engineeri	e
	g	on	on
			ng
	Knowledge of the	x	x	x	x	x
	industry
	Experience or
	knowledge in
	aerospace,
	transportation	x	x	x	x	x
	and/or
	communication
	industries
	Experience or
Competen	knowledge of	x	x		x
ces	manufacturing
	Personal matters
	relating to the	x			x	x
	Management Board
	Expert pursuant to
	Sec. 100 para. 5
	AktG
	•	Accounting	x		x	x	x
		expert
	•	Audit expert	x		x	x	x
	Sustainability	x	x	x	x	x

Target figures for the proportion of women

On the Supervisory Board

The Supervisory Board of Mynaric AG currently consists of five members, none of them women, which corresponds to a proportion of women on the Supervisory Board of 0%.

The Supervisory Board of Mynaric AG has set the target for the proportion of women on the Supervisory Board at 20%, i.e., at least one in five members should be a woman. This target figure is to be achieved by March 31, 2027.

On the Management Board

The Management Board of Mynaric AG currently consists of four male members. The current proportion of women on the Company's Management Board is therefore 0%.

The Supervisory Board of Mynaric AG has set the target for the proportion of women on the Management Board at 25%, i.e., at least one in four members should be a woman. This target figure is to be achieved by March 31, 2027.

In the first and second management levels below the Management Board

1. Target figure for the first management level below the Management Board
   The Management Board set a target of 25% women in the first management level below the Management Board in April 2022 and intends to achieve this minimum proportion of 25% women in the first management level below the Management Board by March 31, 2027. The target figure for the first management level below the Management Board is currently met.
2. Target figure for the second management level below the Management Board
   The Management Board set a target of 25% women in the second management level below the Management Board in April 2022 and intends to achieve this minimum proportion of 25% women in the second management level below the Management Board by March 31, 2027. The target figure for the second management level below the Management Board is currently not met. The Management Board however continuously strives to increase the proportion of women on the second management level below the Management Board and to ensure that the target figure will be met.

Diversity concept for the Management Board of Mynaric AG

In accordance with Section 289f para. 2 no. 6 of the German Commercial Code (HGB), the Supervisory Board has defined the following diversity concept for the composition of the Management Board of Mynaric AG. The aim of the diversity concept for the Management Board is to use the aspect of diversity in a targeted manner for the further success of the Company. The Supervisory Board believes that diversity in the sense of different perspectives, competencies and backgrounds of experience is an important prerequisite for competitiveness and sustainable corporate success. Together with the Management Board, the Supervisory Board ensures long-term succession planning for the Management Board. In the search for candidates for the position of a member of the Management Board of Mynaric AG, the decisive selection criteria include professional qualifications for the department to be taken over, leadership qualities, past performance, and acquired skills and knowledge of the business of Mynaric AG.

In determining the composition of the Management Board, the Supervisory Board also takes particular account of the following aspects:

• The members of the Management Board as a whole should have the knowledge, skills and professional experience required to perform their duties.
• If possible, the members of the Management Board should have different educational and professional experience.
• The members of the Management Board should be familiar in their entirety with the market environment, the individual business areas and the market segment in which Mynaric AG operates.
• The members of the Management Board shall, as a whole, have relevant experience in the management of listed companies.
• The members of the Management Board should have a balanced age structure.
• With regard to the proportion of women on the Management Board, the Supervisory Board has set targets and deadlines for their achievement in accordance with Section 111 para. 5 AktG, to which reference is made. The above criteria have already been taken into account in the appointment of Management Board members.

Further objectives for the composition of the Management Board

Age limit

At the time of their appointment, Management Board members shall not be older than 67. However, the Supervisory Board may resolve an exception to this in individual cases. The age limit of 67 is currently complied with.