Medigene Reports Results of Annual General Meeting

Medigene AG, an immuno-oncology platform company focusing on the discovery and development of T cell immunotherapies for solid tumors, announced the results of the Annul General Meeting (AGM) held today.

• Shareholders approve all proposed resolutions
• Re-election of two members of the Supervisory Board
• Reduction of share capital by consolidation of shares at a ratio of 2:1 approved
• Creation of new authorized capital provide the Company with operational and strategic flexibility

The shareholders of Medigene AG voted for the regular re-election of the Chairman of the Supervisory Board, Dr. Gerd Zettlmeissl, as well as Supervisory Board member, Ronald Scott. Furthermore, the shareholders approved the reduction of the Company’s share capital by means of a reverse share split at a ratio of 2:1, increasing the Company’s transaction capability.

The shareholders of Medigene AG also approved the resolutions on the cancellation of Authorized Capital 2020/I with the simultaneous creation of new Authorized Capital 2024/I of up to 4,421,279 shares in total and the cancellation of Authorized Capital 2023/I with the simultaneous creation of new Authorized Capital 2024/II of up to 2,947,518 shares in total, thus providing the Company with operational and strategic flexibility.

Furthermore, the Executive Management Board and Supervisory Board of Medigene AG were discharged for the 2023 financial year.

“On behalf of the Executive Management Board, I would like to thank the shareholders of Medigene AG for their support. The approved resolutions, in particular the capital reduction as well as the creation of new authorized capital, improve Medigene’s ability to act on the capital market and support our corporate strategy.

This includes advancing the development of our differentiated T-cell receptor-modified T-cell (TCR-T) therapies, most notably our lead program MDG1015, as well as entering into new partnerships whereby we can expand our End-to-End Platform to encompass additional TCR-guided modalities such as TCR T cell engagers and TCR natural killer cell therapies. We will continue to execute our strategy step by step,” – said Selwyn Ho, CEO of Medigene.

As part of the ordinary capital reduction in accordance with Sections 222 et seq. AktG, the share capital of Medigene AG will be reduced by EUR 14,737,594.00 to EUR 14,737,594.00 by consolidating the issued no-par value shares at a ratio of 2:1 from 29,475,188 to 14,737,594 shares. The value of the company will not be changed by this measure.

As an accounting measure, the reduction will result in a reclassification on the liabilities side of Medigene AG’s commercial balance sheet from “subscribed capital” to “capital reserves”.

The aim is to raise the market value of the share significantly above the notional par value of EUR 1.00 again and to increase Medigene AG’s transaction capability with regard to the minimum issue price of EUR 1.00 in accordance with Section 9 (1) AktG as a precautionary measure, without any specific capital measures currently being planned.

About Medigene AG

Medigene AG is an immuno-oncology platform company dedicated to developing differentiated T cell therapies to effectively eliminate cancer. Its End-to-End Platform consists of multiple proprietary and exclusive technologies that generate optimal T cell receptors, armor and enhance these T cells to overcome the immunosuppressive tumor microenvironment (TME), and ensure the T cells drug product composition maximizes safety, efficacy and durability of response.

This creates potential best-in-class, T cell receptor engineered T cell (TCR-T) therapies to treat multiple solid tumor indications for both its in-house product pipeline and partnering. Medigene’s lead TCR-T program MDG1015 is on track for IND filing in 3Q 2024 and CTA filing in 4Q 2024. For more information, please visit medigene.com.

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