EX-99.4 5 dp203394_ex9904.htm EXHIBIT 99.4

 Exhibit 99.4

 

 
 

 

 

 

WRITTEN RESOLUTIONS OF THE

SUPERVISORY BOARD OF

CENTOGENE N.V.

DATED 29 NOVEMBER 2023

 

Resolutions of the supervisory board (the "Supervisory Board") of Centogene N.V., a public company with limited liability, having its corporate seat in Amsterdam (address: Am Strande 7, 18055 Rostock, Germany, trade register number: 72822872) (the "Company").

 

WHEREAS

 

A.The undersigned constitute the entire Supervisory Board.

 

B.There are no regulations and/or other rules adopted by any of the Company's corporate bodies that would preclude the Supervisory Board from validly passing the resolution set out below in the present form and manner.

 

C.With respect to the resolutions set out below, the undersigned do not have a direct or indirect personal interest which conflicts with the interests of the Company and of the business connected with it.

 

D.By signing this written resolution, each of the undersigned (i) consents with this manner of decision-making, (ii) votes in favour of any resolution set out below and (iii) confirms the completeness and correctness of these recitals.

 

E.To the extent relevant and appropriate, these resolution set out below are also considered to be resolutions of the Company's audit committee, the Company's compensation committee and the Company's nomination and corporate governance committee, as applicable, passing, effecting, recommending and approving these resolutions and the matters contemplated thereby.

 

RESOLUTIONS

 

Approval of matters related to the 2023 extraordinary general meeting

 

1.The Supervisory Board approved the resolutions of the Company's management board regarding the approval of matters related to the 2023 extraordinary general meeting (the "EGM"), a copy of which is attached hereto as Annex A.

 

2.The convening notice for the EGM, the explanatory notes thereto, substantially in the form as distributed to the Supervisory Board, and the matters contemplated thereby are approved.

 

Approval of Dutch board report and financial statements for the year ended December 31, 2022

 

3.The Supervisory Board hereby approves, upon the recommendation of the Company's audit committee, the Dutch statutory board report and financial statements and the notes thereto of the Company for the financial year ended December 31, 2022 together with the auditor’s report thereon, as presented to the Supervisory Board for presentation to and adoption by the shareholders at the EGM.

 

4.Each member of the Supervisory Board shall sign the Dutch statutory board report and financial statements in accordance with Dutch law.

 

(signature page follows)

 

 

 

 

 
 

 

 

 

Signature page to a written resolution of the Supervisory Board

 

 

 

/s/ Hubert Birner    
Hubert Birner  

  

 

/s/ Holger Friedrich  
Holger Friedrich  

  

 

/s/ Guido Prehn    
Guido Prehn  

 

 

/s/ Eric Souêtre  
Eric Souêtre  

 

 

/s/ Peer Schatz  
Peer Schatz  

 

 

/s/ Jonathan Sheldon  
Jonathan Sheldon  

 

 

/s/ Andreas Busch  
Andreas Busch  

  

 

/s/ Mary Sheahan  
Mary Sheahan