Annual General Meeting FY 2021/22
Documents for the Annual General Meeting on 8 March 2023:
Item 1: Submission of the adopted separate annual financial statements and of the approved consolidated financial statements of BRAIN Biotech AG for the fiscal year ending 30 September 2021, the separate management report and the Group management report for the fiscal year from 1 October 2021 until 30 September 2022 with the explanatory reports relating to disclosures pursuant to Sections 289a and 315a of the German Commercial Code (HGB), as well as the report by the Supervisory Board for the fiscal year from 1 October 2021 to 30 September 2022
Item 2: Resolution concerning discharging the Management Board for the fiscal year from 1 October 2021 to 30 September 2022
The Management and Supervisory boards propose that the Management Board members in the fiscal year from 1 October 2021 to 30 September 2022 be discharged for this period.
Item 3: Resolution concerning discharging the Supervisory Board for the fiscal year from 1 October 2021 to 30 September 2022
The Management and Supervisory boards propose that the Supervisory Board members in the fiscal year from 1 October 2021 to 30 September 2022 be discharged for this period.
Item 4: Election of the auditor of the separate financial statements and the auditor of the consolidated financial statements for the fiscal year from 1 October 2022 to 30 September 2023
The Supervisory Board proposes electing
Baker Tilly GmbH & Co KG Wirtschaftsprüfungsgesellschaft (Düsseldorf)
to be the auditor of the separate and consolidated financial statements for the fiscal year from 1 October 2022 to 30 September 2023.
For further details and information on the proposal, please refer to the invitation.
Item 5: Elections to the Supervisory Board
Pursuant to the recommendation of its Nomination Committee, the Supervisory Board proposes electing
a) Mr. Dr. Michael Majerus, Munich, Consultant,
b) Mrs. Christine Uekert, Berlin, Managing Director nsight consulting GmbH,
c) Mr. Dr. Florian Schnabel, Munich, Managing Director MP Beteiligungs-GmbH,
as Supervisory Board members with effect from the end of the AGM on 8 March 2023 until the end of the AGM that passes a resolution concerning the discharge of the Supervisory Board for the fiscal year from 1 October 2025 until 30 September 2026.
Curricula vitae of the proposed candidates:
Item 6: Resolution concerning the cancellation of the existing authorization to issue convertible bonds and / or bonds with warrants with the possibility of excluding subscription rights, concerning the granting of a new authorization to issue convertible bonds and / or bonds with warrants with the possibility of excluding subscription rights, concerning the cancellation of Conditional Capital 2021 / I and the creation of a new Conditional Capital 2023 / I, and concerning the amendment to the bylaws required for this purpose
Item 7: Resolution concerning the approval of the compensation scheme for the members of the Management Board
Pursuant to Section 120 a (1) AktG, shareholders’ general meetings of listed companies are to pass a resolution concerning the approval of compensation schemes for members of management boards, as submitted by supervisory boards, whenever a material change occurs to the compensation scheme, albeit at least every four years.
On 19 January 2023, the Supervisory Board, acting on the recommendation of its Personnel Committee, approved several changes to the compensation scheme for Management Board members currently in force and approved by the Annual General Meeting on 10 March 2021 under agenda item 8. The amendments mainly concern the following points:
- The ratio of performance-related, variable compensation to non-performance-related, fixed compensation was redefined.
- The performance-related variable compensation was restructured with regard to both the short-term, one-year variable compensation (Short Term Award, STI) and the long-term, multi-year variable compensation (Long Term Award, LTI).
- The amount of the maximum compensation was redefined.
The Supervisory Board proposes that the compensation scheme for the members of the Management Board, which was modified by the Supervisory Board on 19 January 2023, be approved.
Item 8: Resolution concerning the adjustment of the regulations on the compensation of the Supervisory Board and corresponding amendment of Section 14 (1) of the Company’s bylaws
Item 9: Resolution concerning the cancellation of the authorization resolution of the Annual General Meeting of 7 March 2019 on the issuance of a stock option plan, concerning the reduction of the Conditional Capital 2019/I, concerning the reduction of the Conditional Capital 2015 / II, furthermore on the authorization to issue a new stock option plan under issuance of stock options with subscription rights to shares in BRAIN Biotech AG, concerning the creation of a Conditional Capital 2023 / II as well as concerning the amendments to the bylaws required for this purpose
Item 10: Resolution concerning the approval of the compensation report
The Management and Supervisory boards propose that the compensation report for the 2021/22 fiscal year, prepared and audited in accordance with Section 162 AktG, be approved.
For the full wording with detailed information on the proposal, please refer to the invitation.