Minutes of the Annual General Meeting 2022 in Brain+ A/S
On Wednesday 18th of May at 14:00 CET Brain+ A/S held its Annual General Meeting at Hauser Pl. 20, 5., 1127 København.
Agenda
- Election of Chairman of the meeting
- Proposal that the General Meeting is held in English
- Proposal that the Annual Report is prepared and presented in English
- The Board of Directors’ report on the Company’s activities during the past account year
- Approval of the Annual Report 2021
- Resolution as to the appropriation of profits or the covering of losses according to the approved annual accounts
- Election of members of the Board of Directors
- Election of auditor
- Motions or resolutions from the Board of Directors or the shareholders
The Chairman of the Board of Directors opened the annual general meeting and welcomed the attending shareholders.
Re 1. Election of Chairman of the meeting
The chairman of the Board of Directors, Lars Terney declared that the Board of Directors had proposed that lawyer Ricki Boye was elected chairman of the meeting. The chairman of the board of directors declared that no objections had been raised against the proposal, for which reason the chairman of the board of directors regarded the proposal as adopted.
The chairman of the meeting thanked for election and announced that the general meeting had been duly convened in accordance with the rules in the Danish Companies Act, the company's articles of association and the rules for companies listed on Nasdaq First North Growth Market Denmark.
At the general meeting, a share capital of nominal DKK 347.651,70 and 3.476.517 votes were represented, corresponding to 29,42% of the total share capital of nominal DKK 1,181,591,20.
No votes were cast in advance or by proxy or postal:
The chairman of the meeting then established that the general meeting constituted a quorum with regards to the item on the agenda in the notice.
Re 2. Proposal that the General Meeting is held in English
The Board of Directors proposed that the general meeting was held in English to accommodate foreign investors.
The proposal was unanimously adopted and with all votes cast. Following adoption, the general meeting was held in English.
Consequently, the Company’s Articles of Association will be revised accordingly.
Re 3. Proposal that the Annual Report is prepared and presented in English
The Board of Directors proposed that the Annual Report is prepared and presented in English to accommodate foreign investors.
The proposal was unanimously adopted and with all votes cast. Consequently, in the future the Company’s financial reporting will be presented in English.
Re 4. The Board of Directors’ report on the Company’s activities during the past account year
Lars Terney took the floor and presented the board of directors’ report on the Company’s activities during the past accounting year.
The general meeting duly noted the board of directors’ report on the Company’s activities during the past accounting year.
Re 5. Proposal that the Annual Report 2021 is approved
Bertil Jessen (Chief Financial Officer) took the floor and presented the Annual Report 2021, audited by Deloitte Statsautoriseret Revisionspartnerselskab and published Friday 29 April 2021.
The Board of Directors proposed that the Annual Report 2021 was approved.
The proposal was unanimously adopted and with all votes cast.
Re 6. Resolution as to the appropriation of profits or the covering of losses according to the approved annual accounts
The Board of Directors proposed that the appropriation of the result as set forth in the Annual Report 2021 was approved.
The proposal was unanimously adopted and with all votes cast.
Re 7. Election of Board of Directors
Pursuant to Articles 10.1 of the Articles, the Board of Directors proposed that Lars Terney, Hanne Leth Hillman, and Jonas Nilsen were re-elected as members of the Board of Directors.
Kim Arvid Nielsen retires from the board.
The proposal was unanimously adopted and with all votes cast.
Re 8. Election of auditor
The Board of Directors proposes that Deloitte Statsautoriseret Revisionspartnerselskab is re-elected as the auditor.
The proposal was unanimously adopted and with all votes cast.
Re 9. Motions or resolutions from the Board of Directors or the shareholders
The Board of Directors had no other motions or resolutions
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The general meeting authorized the chairman with the right of substitution, if required, to sign and make all such necessary alterations in the documents handed over to the Danish Business Authority, which the Danish Business Authority might request as condition for recording the passing of the general meeting.
The annual general meeting was adjourned at 15.00 CET.
Contact Information
CEO, Kim Baden-Kristensen + 45 31393319, E-mail: kim@brain-plus.com, Brain+ A/S, Købmagergade 53, 3.
Certified Advisor: Keswick Global AG, + 43 1 740 408045 , E-mail: info@keswickglobal.com
About BRAIN+ [BRAINP]
The mission of Brain+ is to restore patients’ independence and quality of life by treating and detecting cognitive decline in Alzheimer’s disease and dementia through software-as-medicine applications. Brain+ has developed a set of software-as-medicine technologies, which enable the Company to create a unique and differentiated product offering. These technologies, combined with a strong clinical pipeline, puts Brain+ in a strong position to grow towards a market leader position in the Digital Therapeutics (DTx) space.
