According to the recommendations of the German Corporate Governance Code, the Company should arrange an appropriate deductible for members of the Supervisory Board when contracting D&O insurance (directors’ and officers’ insurance protection).

D&O insurance has already been contracted for the Supervisory Board members without a deductible. In view of the infrastructure for Supervisory Board compensation, it is not considered appropriate to impose such a deductible on the members of the Supervisory Board.
     

According to the recommendations of the German Corporate Governance Code, variable compensation for the members of the Executive Board should essentially have a multi-annual evaluation basis.

CyBio AG cannot follow this recommendation as the contracts with the members of the Executive Board have short-term time periods (from two to three years) and such relatively short terms of office do not accord with a multi-annual evaluation basis.

According to the recommendations of the German Corporate Governance Code, variable amounts of compensation for members of the Executive Board should take consideration of negative developments.

CyBio AG has agreed no variable compensation aspects with the members of the Executive Board, as the Company focuses on the conclusion of contracts with a low fixed compensation, which contradicts a bonus-penalty arrangement.

According to the recommendations of the German Corporate Governance Code, the Company is to see, that two amounts of annual compensation should not be exceeded when concluding contracts with members of the Executive Board, where payments made to an Executive Board member upon an early termination of Executive Board activities (on non-material grounds) including side services, are paid out.

CyBio AG is unable to comply with this recommendation in each and every case. In view of the essentially short-term time period of office of the members, the Supervisory Board assumes, that it will not be necessary in any of the cases to impose the recommended limit under the present contracts. 
   

According to the recommendations of the German Corporate Governance Code, an age limit should be imposed on the Supervisory Board members.

CyBio AG deems a compliance with this recommendation unnecessary, as the short-term time periods of the contracts concluded, permit sufficient monitoring of the age limit. 
       

According to the recommendations of the German Corporate Governance Code, the Supervisory Board should form qualified expert committees, independent of the specific situational circumstances of the Company and the number of the board members. The chairman of the Supervisory Board should continue to chair the committees, which handle the contracts with the members of the Executive Board and, which prepare for the meetings of the Supervisory Board. Compensation to the Supervisory Board members should, among other things, take account of such chairmanship and the membership of such committees.

The Supervisory Board of CyBio AG comprises the statutory minimum of members, being three persons and therefore can form no committees because of its minimal size.
     

According to the recommendations of the German Corporate Governance Code, the Supervisory Board should set concrete aims for its membership. In this regard, an appropriate number of women should be taken into consideration.

As already mentioned, the Supervisory Board comprises only the statutory minimum membership of three persons. Because of the relatively small size of the Company, and the limitation to the statutory minimum of the Supervisory Board, CyBio AG is unable to comply with this recommendation. In other respects, it is intended, that the majority shareholder: Analytik Jena AG can look after its interests via an appropriate representation on the Supervisory Board. Any kind of discrimination against candidates for the Supervisory Board on the grounds of sex, is essentially rejected by the Company.
   

In divergence from the recommendation of the German Corporate Governance Code that the Supervisory Board members should receive remuneration based on success-oriented compensation alongside a fixed amount of compensation, the members of the Supervisory Board of CyBio AG receive only a fixed services’ compensation and a meeting fee.

A form of variable compensation is waived in view of the size of the Company.