Minutes of the Annual General Meeting 2023 in Brain+ A/S
On Friday 26th of May at 08:00 CET, Brain+ A/S held its Annual General Meeting. The meeting was held at the company’s home address at Købmagergade 53, 3. 1150 Copenhagen with the following agenda:
Agenda
- Election of Chairman of the meeting
- The Board of Directors’ report on the company’s activities during the past account year
- Approval of the Annual Report 2022
- 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, Anders Härfstrand opened the meeting and welcomed the shareholders.
Re 1. Election of Chairman of the meeting
The chairman of the Board of Directors 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 he 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 183.129,20 and 1.831.292,00 votes were represented corresponding to in total (proxy, postal and present) 11,65% of the total share capital of nominal DKK 1,572,051.80 DKK.
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. The Board of Directors’ report on the company’s activities during the past account year
The company’s CEO, Kim Baden-Kristensen 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.
Re 3. Approval of the Annual Report 2022
Interim CFO, Hanne Leth Hillman presented the Annual Report 2022, audited by Deloitte Statsautoriseret Revisionspartnerselskab and published Friday, 28 April 2023.
The Board of Directors proposed that the Annual Report 2022 was approved.
The proposal was unanimously adopted and with all votes cast.
Re 4. 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 2022 was approved.
The proposal was unanimously adopted and with all votes cast.
Re 5. Election of members of the Board of Directors
Pursuant to Article 10.1 of the company’s Articles of Association, members of the Board of Directors are elected for a term of one year. The Board of Directors proposed that Anders Härfstrand, Johan Luthman and Betül Susamis Unaran, who all stand for re-election, are elected as members of the Board of Directors.
Lars Terney, who has decided to leave the board for work related reasons, and Hanne Leth Hillman, who stepped down from the board prior to taking the position as interim CFO, do not stand for re-election.
The proposal was unanimously adopted and with all votes cast.
Re 6. Election of auditor
The Board of Directors proposed that Deloitte Statsautoriseret Revisionspartnerselskab was re-elected as the company’s auditor.
The proposal was unanimously adopted and with all votes cast.
Re 7. Motions or resolutions from the Board of Directors or the shareholders
The Board of Directors had no other motions or resolutions. Neither had any other motions or resolutions been brought forward by shareholders.
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The general meeting authorized the chairman with the right of substitution, if re-quired, 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 08.45 CET.
Contact Information
Kim Baden-Kristensen, CEO
Phone: +45 31393317
E-mail: kim@brain-plus.com
Certified Adviser
Keswick Global AG
Phone: +43 1 740 408 045
E-mail: info@keswickglobal.com
