Company Announcement no. 04/2025
Annual General Meeting 2025
Copenhagen, April 1, 2025
Annual General Meeting in cBrain A/S
Tuesday, 29 April 2025 at 16:00 CEST
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 Company’s Articles of Association article 11.1, all board members are up for election. The Board of Directors proposes re-election of the following members:
- Henrik Hvidtfeldt (chair)
- Lisa Herold Ferbing (vice chair)
- Peter Loft
- Thomas Qvist
- Per Tejs Knudsen
5) Election for 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
- The Board of Directors recommend that the remuneration report for 2024 is approved (indicative voting cf. section 139b, subsection 4 in the Danish Companies Act).
- The Board of Directors recommends that the revised Remuneration Policy is approved.
- The Board of Directors recommends that the revised Articles of Associations are approved.
- Remuneration of the Board of Directors for 2025.
The Board of Directors recommend an increase of 2 %: Henrik Hvidtfeldt: 168.300 DKK, Lisa Herold Ferbing: 137.700 DKK, Peter Loft: 112.200 DKK - 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.
Due to the restoration of the roof of our building ‘Paustian huset’, we are unfortunately unable to offer parking. If you arrive by car, please refer to the parking garage P-hus, Orientkaj 2A, 2150 Copenhagen, which is open 24 hours. If you arrive by train, the metro station Orientkaj is a 5-minute walk from cBrain, while Nordhavn station is approx. 18 minutes’ walk from cBrain.
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 April 1, 2025. The Annual Report for 2024 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 22, 2025)
Notification deadline for participation
Ordering an admission card will be possible from April 1, 2025. Participation in the general meeting is conditional on the shareholder no later than April 25, 2025, 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?page=login&asident=20718&lan=EN
Proxy
Voting rights can be exercised by proxy. Submission of authorization must take place no later than April 25, 2025, at 23:59 CEST electronically via the investor portal at
https://portal.computershare.dk/portal/index.asp?page=login&asident=20718&lan=EN
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?page=login&asident=20718&lan=EN by completing and submitting ending the form no later than April 25, 2025, 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 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.
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, ir@cbrain.com, +45 2594 4973
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