Thursday, 28 April 2022 at 16:00
The meeting takes place at the Company’s address Dampfærgevej 30, 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 with the approved annual report
4) Election of members to the Board of Directors
In accordance with the Company’s Articles of Association article 11.1, Peter Loft, Thomas Qvist and Per Tejs Knudsen resign. The Board of Directors propose a re-election of Peter Loft, Thomas Qvist and Per Tejs Knudsen.
a. Re-election of Peter Loft
b. Re-election of Thomas Qvist
c. Re-election of Per Tejs Knudsen
5) Election of auditor
In accordance with the Company’s Articles of Association article 15.1, PricewaterhouseCoopers, a state authorized public accounting firm, resigns.
In accordance with L158/96 part III article 16 the statutory audit assignment for cBrain and subsidiary companies has been put out to tender. The statutory audit assignment includes mandatory audit for a listed company together with consultancy as needed.
Three audit firms have been invited to make an offer: E&Y, KPMG and PricewaterhouseCoopers and all have presented an offer.
The following selection criteria have been set: price, industry insight, experience with mid cap companies, the ability to present accounts and accountancy matters in a pedagogic, clear and comprehensible manner together with punctuality.
The Board of Director’s recommendation at the general meeting for the choice of audit firm will be announced in week 13 and can be found here: www.cbrain.dk/generalforsamling/forside-2
6) Proposals from the Board of Directors and/or shareholders
a. The Board of Directors recommend that the remuneration report for 2021 is approved (indicative voting cf. section 139b, subsection 4 in the Danish Companies Act).
b. Board of Director’s remuneration for 2022 – it is recommended that the remuneration remains unchanged.
c. Amendment of the Articles of Association’s article 9.9 – deadline for submission of postal vote (appendix).
d. For the Board of Directors to be authorized to, until the next annual general meeting, on behalf of the Company to acquire until 10% of the share capital. The fee is not to diverge by more than 10% from the official share price at the time of acquisition on Nasdaq OMX Copenhagen.
7) Miscellaneous and other business
The annual general meeting is held at the Company’s address Dampfærgevej 30, 2, 2100 Copenhagen Ø.
For questions regarding registration for the general meeting or the use of the investor portal please contact cBrain, Investor Relation 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.dk/generalforsamling/forside from March 28th, 2022. The annual report for 2021 and other relevant documents are likewise available at www.cbrain.dk/generalforsamling/forside.
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 21st, 2022)
Notification deadline for participation
Ordering an admission card will be possible from March 29th, 2022. Participation in the general meeting is conditional on the shareholder no later than April 25th, 2022, at 23:59 having ordered an admission card. Admission cards are requested electronically via the investor portal at www.cbrain.dk/investor/investorportal.
Proxy
Voting rights can be exercised by proxy. Submission of authorization must take place no later than April 25th, 2022, at 23:59 electronically via the investor portal at www.cbrain.dk/investor/investorportal. Proxies can be revoked at any time.
Postal vote
Registered shareholders can vote by post. This is done electronically via the investor portal www.cbrain.dk/investor/investorportal by completing and sending the form no later than April 23rd, 2022, at 23:59. 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 ir@cbrain.com.
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.