Annual General Meeting 2024

Company Announcement no. 05/2024

Annual General Meeting 2024

Copenhagen, March 21, 2024

Annual General Meeting in cBrain A/S
Wednesday, 24 April 2024 at 16:00

The meeting takes place at the Company’s address Kalkbrænderiløbskaj, 2, 2100 Copenhagen Ø.

Agenda

1)   The Board of Directors’ report on the Company’s activities in the past year

2)   Presentation of the audited annual report for adoption and resolution regarding discharge for the Management and the Board of Directors

3)   Decision on appropriation of profit or covering of loss according to the approved annual report.

4)   Election of members to the Board of Directors
In accordance with the updated Company’s Articles of Association article 11.1, all board members are up for election. Two members – Henrik Hvidtfeldt and Lisa Herold Ferbing were elected last year for a period of 2 years before the proposed changes to the Articles of Association were adopted by the general meeting. The Board of Directors propose the re-election of the following members, that were elected in 2022:

  • Peter Loft
  • Thomas Qvist
  • Per Tejs Knudsen

5)   Election of auditor
In accordance with the Company’s Articles of Association article 15.1 EY Godkendt Revisionspartnerselskab is up for election.
The Board of Directors recommends the re-election of EY Godkendt Revisionspartnerselskab.

6)   Proposals from the Board of Directors and/or shareholders

  1. The Board of Directors recommend that the remuneration report for 2023 is approved (indicative voting cf. section 139b, subsection 4 in the Danish Companies Act).
  2. The Board of Directors recommend that the revised Remuneration Policy is approved.
  3. Remuneration of the Board of Directors for 2023.

The Board of Directors recommend an increase of 10 % and a separate increase for the deputy chairman/chairman of the audit committee of 20 TDKK:

  • Henrik Hvidtfeldt: 165 TDKK.
  • Lisa Herold Ferbing: 135 TDKK.
  • Peter Loft: 110 TDKK.
  1. That the board of directors is authorized, until the next ordinary general meeting, to acquire up to 10% of the share capital on behalf of the company. The consideration must not deviate from the official price quoted on Nasdaq OMX Copenhagen at the time of acquisition by more than 10%.

7)   Miscellaneous and other business

The annual general meeting is held at the Company’s address Kalkbrænderiløbskaj 2, 2100 Copenhagen Ø.
For questions regarding registration for the general meeting or the use of the investor portal please contact cBrain, Investor Relations on +45 72161811 (weekdays from 09:00-16:00).

Agenda etc.
The agenda containing the full wording of the proposals including the documents to be presented at the general meeting will be available at www.cbrain.com/general-meeting from March 21, 2024. The Annual Report for 2023 and other relevant documents are likewise available at www.cbrain.com/general-meeting

Registration date
A shareholder’s right to attend the general meeting and vote on his shares is determined in relation to the shares held by the shareholder on the registration date (April 17, 2024)

Notification deadline for participation
Ordering an admission card will be possible from March 21, 2024. Participation in the general meeting is conditional on the shareholder no later than April 21, 2024, at 23:59 CEST having ordered an admission card. Admission cards are requested electronically via the investor portal at https://portal.computershare.dk/portal/index.asp?asident=20718&lan=EN&page=login

Proxy
Voting rights can be exercised by proxy. Submission of authorization must take place no later than April 21, 2024, at 23:59 CEST electronically via the investor portal at https://portal.computershare.dk/portal/index.asp?asident=20718&lan=EN&page=login.
Proxies can be revoked at any time.

Postal vote
Registered shareholders can vote by post. This can solely be done electronically via the investor portal https://portal.computershare.dk/portal/index.asp?asident=20718&lan=EN&page=login by completing and submitting ending the form no later than April 21, 2024, at 23:59 CEST. Postal votes cannot be revoked.

Right to ask questions
All shareholders have the right to ask questions at the general meeting. The Board of Directors ask that longer questions from shareholders on matters of importance for the assessment of the annual report, the Company’s position, and other issues to be considered at the general meeting are submitted in writing and sent prior to the general meeting via e-mail to [email protected].

The size of the share capital and the shareholders’ voting rights

The Company’s share capital of nominally DKK 5,000,000 is divided into 20,000,000 shares of DKK 0.25 per share. Each share of DKK 0.25 gives one vote.

Kind regards,

The Board of Directors for cBrain A/S

Inquiries regarding this Company Announcement may be directed to

Ejvind Jørgensen, CFO & Head of Investor Relations, cBrain A/S, [email protected], +45 2594 4973

Attachment

  • Company Announcement no. 2024-05 (Annual General Meeting 2024)


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