(2) Careventures Fund II S.C.Sp (“Careventures II”) is managed by its general partner Careventures Fund II GP Sarl (“General Partner”), and Eric Souêtre, being a founder and shareholder of General Partner, participates in the collective decisions of the shareholders in relation to the General Partner. The registered address of Careventures II and the General Partner is 42-44, Avenue de la Gare, 1610 Luxembourg, Luxembourg.
(3) The 2,489,748 common shares held by entities affiliated with TVM Life Science Innovation I, L.P. consist of (a) 1,632,606 common shares held by TVM Life Science Innovation I, L.P and (b) 857,142 common shares held by TVM Life Science Innovation II SCSp. The governance, investment strategy and decision-making with respect to investments held by TVM Life Science Innovation I, L.P. is directed by TVM Life Science Innovation I (GP) Limited, whose directors are Reshentha Beeby, Hubert Birner and Gary Leatt, and who have shared power to vote the common shares beneficially owned by TVM Life Science Innovation I, L.P. As a result, each may be deemed to beneficially own the shares beneficially owned by TVM Life Science Innovation I, L.P. The address for TVM Life Science Innovation I, L.P. is 500-1 Place Ville-Marie, Montréal (Québec) H3B 1R1, Canada. The governance, investment strategy and decision-making process with respect to investments held by TVM Life Science Innovation II, SCSp. is directed by TVM Life Science Innovation II (GP) S.à r.l., whose directors are Monica Morsch, Ganash Lokanathen and Jens Hoellermann, and who have shared power to vote the common shares beneficially owned by TVM Life Science Innovation II SCSp. As a result, each may be deemed to beneficially own the shares beneficially owned by TVM Life Science Innovation II SCSp. The address for TVM Life Science Innovation II SCSp is 8 rue Lou Hemmer, L-1748, Senningerberg, Grand Duchy of Luxembourg.
(4) | Platinum Investment Management Limited (“Platinum”) is a Sydney, Australia-based investment advisory firm founded by Kerr Neilson and Andrew Clifford in 1994. Platinum is a fully owned subsidiary of Platinum Asset Management Limited (ABN 13 050 064 287), a company listed on the Australian Securities Exchange. Approximately 27% of Platinum Asset Management Limited’s issued share capital is owned by staff and directors (including by their related parties). The firm caters to retail and institutional investors. The address for Platinum is Level 8, 7 Macquarie Place, Sydney NSW 2000, Australia. |
(5) Prof. Arndt Rolfs, our former CEO and a former member of our management board, also directly owns 10% of the shares in Centogene GmbH, Vienna, Austria (“Centogene Vienna”), an immaterial subsidiary of ours. The remaining 90% of the shares in Centogene Vienna are directly owned by Centogene GmbH.
(6) Hubert Birner beneficially owns common shares through his indirect ownership of interests in TVM Life Science Innovation I, L.P and TVM Life Science Innovation II (GP) S.à r.l.
(7) Common shares are held by CCG-Commercial Coordination Germany GmbH and are beneficially owned by Holger Friedrich. The address for CCG-Commercial Coordination Germany GmbH is Mauerstraße 78, 10117 Berlin, Germany.
(8) Guido Prehn has decision-making power over the common shares beneficially owned by DPE Deutsche Private Equity GmbH but disclaims beneficial ownership of such shares.
(9) Eric Souêtre beneficially owns common shares through his indirect ownership of interests in Careventures Fund.
(10) | The 25,000 Common shares are held by PS Capital Management GmbH and are beneficially owned by Peer Schatz. |
Each of our shareholders is entitled to one vote per common share. None of the holders of our shares have different voting rights from other holders of shares. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.
Our common shares are held through the book-entry system provided by The Depository Trust Company (“DTC”) and are registered in the register of shareholders in the name of Cede & Co., as DTC’s nominee. We are, therefore, not aware of the identity of our beneficial owners, the number of common shares they hold, nor where such beneficial owners reside.
B.Related Party Transactions
The following is a description of related party transactions we have entered into since January 1, 2021 with any of our officers, directors and the holders of more than 5% of our voting securities, or any member of the immediate family of any of the foregoing persons.
Transaction with Shareholders
On January 31, 2022, pursuant to the Securities Purchase Agreement and the Warrant Agreement, each signed with certain Investors, each of whom is (or is affiliated with) a significant shareholder of the Company, the Group received € 15.0 million in exchange for the issuance of an aggregate of 4,479,088 common shares at a price per share of USD 3.73 and Warrants initially exercisable for the purchase of up to an aggregate of 1,343,727 additional common shares at an initial exercise price per common share of USD 7.72. The Warrants are exercisable immediately as of the date of issuance and will expire on December 31, 2026.
See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Private Placement of Common Shares and Warrants” for more information.
Transactions Involving Members of Our Supervisory Board, Management Board and Other Related Parties