The shares issued by the Company upon conversion of the first tranche of convertible notes subscribed for by Yorkville up to theFirst TrancheShare Issue Cap have been and, to the extent still available, will be issued pursuant to the authorization granted at the Company’s Annual General Meeting held on June 21, 2018 (the “2018 AGM”), which designated the Company’s management board, subject to the approval of the Company’s supervisory board, as the corporate body authorized to issue shares and/or grant rights to subscribe for shares in relation to strategic capital raising(s) and to limit or exclude pre-emption rights relating thereto. Any shares issued by the Company upon conversion of the first tranche of convertiblenotes subscribed for by Yorkville to settle any excess beyond the First Tranche Share Issue Capwill beissued pursuant to the 10% authorization granted at the Company’s Annual General Meetingheld on June 27, 2019(the “2019 AGM”), which designated the Company’s management board, subject to the approval of the Company’s supervisory board, as the corporate body authorized to issue shares and/or grant rights to subscribe
2for shares in relation to general capital raising(s) and to limit or exclude pre-emption rights relating thereto. The Company may thereafter be required to seek from its shareholders further authorizations to issue additional shares upon conversion of subsequent tranches of notes and exercise of warrants prior to the funding of such subsequent tranches, based upon certain coverage requirements specified in the agreement. For the avoidance of doubt, the Company’s management board has further authorizations (i) to issue, without pre-emption rights, up to approximately 2.25 million further shares and/or rights to subscribe for shares pursuant to the authorizations granted by the 2019 AGM, but the Company may only use such authority in relation to mergers and acquisitions or strategic alliances, and (ii) to issue, with pre-emption rights, up to approximately 11.23 million further shares and/or rights to subscribe for shares pursuant to the authorizations granted by the 2019 AGM, with a view to raise additional capital to support the execution of the Company’s revised strategy and the development ofits business