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Beskrivning
| Land | Danmark |
|---|---|
| Lista | First North Denmark |
| Sektor | Hälsovård |
| Industri | Vård & Omsorg |
Copenhagen, Denmark, 15 May 2025 - Brain+ A/S (Nasdaq First North: BRAINP)
Notice is hereby given to convene the Annual General Meeting for 2025 in Brain+ A/S, CVR. No. 36439440 ("Brain+" or the "Company") to be held on
Friday, 30 May 2025 at 8:00 AM (08:00 CEST).
at the Company's registered address at:
Svanevej 22, 2., 2400 København NV, Denmark.
The Annual General Meeting will be held with the following agenda.
Agenda:
- Election of chairman of the meeting.
- The Board of Directors' report on the Company's activities during the past accounting year.
- Approval of the Annual Report for 2024.
- 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, if any, from the Board of Directors or the shareholders
All items on the agenda shall be passed by a simple majority of votes cast.
Share capital and shareholders' participation and voting rights
The share capital of the Company is DKK 6,527,200.07, divided into 652,720,007 shares of nominally DKK 0.01 each. Each share of nominally DKK 0.01 carries one vote.
Proposals
Item 1) Election of chairman of the meeting
The Board of Directors proposes attorney Jette Jakobsen as chairman of the meeting.
Item 2) The Board of Directors' report on the Company's activities during the past account year
The Board of Directors proposes that the General Meeting takes note of the Board of Directors' report on the Company's activities in 2024.
Item 3) Approval of the Annual Report for 2024
The Board of Directors proposes that the Annual Report for 2024, audited by Deloitte Statsautoriseret Revisionspartnerselskab, is approved.
Item 4) Resolution as to the appropriation of profits or the covering of losses according to the approved annual accounts
The Board of Directors proposes that the covering of loss as set forth in the Annual Report for 2024 is approved.
Item 5): Election of members of the Board of Directors
All existing board members are up for re-election.
The Board of Directors proposes that all existing board members: Tim Jürgens, Johan Luthman and Anish Shindore are re-elected, and that Tim Jürgens continues as Chairman of the Board.
In addition, the Board of Directors proposes the election of Vishal Shah as new board member. Vishal has been acting as a board observer and advisor to Brain+ since his nomination as new board member in March 2025.
As a seasoned UK health and care entrepreneur, investor, and non-executive director, Vishal brings extensive experience in healthcare investment, digital transformation, and operational excellence in the UK private care sector, making him a valuable addition to the Board of Directors. He is passionate about social care and community engagement, playing a key role in industry leadership through his positions at Care England and Championing Social Care.
Item 6): Election of auditor
The Board of Directors proposes that Deloitte Statsautoriseret Revisionspartnerselskab is re-elected as the Company's auditor.
Item 7) Motions or resolutions, if any, from the Board of Directors or the shareholders
No Motions or resolutions have been received from the Board of Directors or the shareholders other than the proposal to elect a new board member.
Record date of the shares held by shareholder
The record date of the shares held by the shareholders is Friday, 23 May 2025. Only shareholders who are registered by name in Brain+' shareholder registry on this date or who have given notification of and documented their title to the shares are entitled to attend and vote at the general meeting.
A shareholder's right to participate in the general meeting and to cast vote is determined on basis of the shares held by the shareholder on the record date. In addition, participation in the general meeting is conditional upon the shareholder having registered in due time as described below.
Registration for the Annual General Meeting
Access to the Annual General Meeting is conditional on the shareholder registering for the Annual General Meeting no later than Tuesday, 27 May 2025 at 11:59 PM.
Registration can take place by filling in the admission form attached to this notice as Appendix 1 and sending it in an e-mail to: contact@brain-plus.com
After registration the shareholder will receive an e-mail (to the same e-mail address from which the shareholder sent their admission form, confirming the registration and information on the procedure relating to participation. The information on participation may also be accessed through www.brain-plus.com/investor/.
A shareholder or a holder of a proxy can participate in the Annual General Meeting together with an adviser, provided that notification of the adviser's participation has been given.
Questions concerning registration for the Annual General Meeting can be sent by e-mail to contact@brain-plus.com.
Proxy or Postal vote
If a shareholder is unable to attend the Annual General Meeting, the shareholder can:
- sign a proxy to the Board of Directors for voting in accordance with the recommendations of the Board of Directors; or
- sign a proxy to the Board of Directors for voting in accordance with the shareholders instructions; or
- vote by postal vote.
The shareholder can fill in and submit a proxy or vote by postal vote by using the proxy form attached as appendix 2 to this notice of the Annual General Meeting.
Alternatively, the proxy form or the postal vote form may be downloaded from www.brain-plus.com/investor/ and printed and sent by email to contact@brain-plus.com.
The proxy must be received by the Company no later than Tuesday, 27 May 2025 at 11:59 PM (CEST).
The postal vote must be received by the Company no later than Tuesday, 27 May 2025 at 11:59 PM (CEST).
Additional information
For a period of at least two weeks prior to the Annual General Meeting, including the day of the Annual General Meeting, the following information will be available on the Company's website www.brain-plus.com/investor/:
- Notice convening the Annual General Meeting, including agenda and complete proposals.
- Information on the aggregate number of shares and voting rights as of the date of the notice convening the Annual General Meeting.
- Documents that will be submitted at the Ordinary General Meeting, including:
- Annual Report for 2024
- Articles of Association
- Registration form, and
- Proxy and postal vote form.
15 May 2025, Copenhagen
THE BOARD OF DIRECTORS