08.03.2018
B.R.A.I.N. Biotechnology Research And Information Network AG DE0005203947
DGAP-News: B.R.A.I.N. Biotechnology Research And Information Network AG: BRAIN AG successfully concludes second Annual General Meeting as a stock listed company
DGAP-News: B.R.A.I.N. Biotechnology Research And Information Network AG /
Key word(s): AGM/EGM
B.R.A.I.N. Biotechnology Research And Information Network AG: BRAIN AG
successfully concludes second Annual General Meeting as a stock listed
company
08.03.2018 / 16:26
The issuer is solely responsible for the content of this announcement.
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BRAIN AG successfully concludes second Annual General Meeting as a stock
listed company
* Broad majorities for discharging Management Board and Supervisory Board
* New Supervisory Board member elected by broad majority
* Re-election of the auditor as planned
* New Authorized Capital as well as Investment Agreements ensure
continuously high flexibility for corporate finance transactions
Zwingenberg
March 08, 2018
BRAIN AG today successfully held its second Annual General Meeting since its
IPO in February 2016. The past 2016/17 financial year with its reporting
period of 1 October 2016 to 30 September 2017 was the first full BRAIN annual
cycle with Prime Standard share trading on the Frankfurt Stock Exchange.
13,521,687 of the total share capital, which is divided into 18,055,782
BRAIN AG shares, was represented at the Annual General Meeting. All agenda
items, including the new election of one Supervisory Board member, the
re-election of the auditor, the creation of new Authorized Capital and
proposals by the Management Board and the Supervisory Board concerning
Investment Agreements, were resolved by a large majority of the
participating shareholders.
In his presentation, Dr Jürgen Eck (CEO, BRAIN AG) addressed the development
of the BRAIN Group's two strategic business segments. Besides strengthening
its research cooperation business with industrial partners in the BioScience
segment, BRAIN AG is pursuing the expansion of its BioIndustrial segment, in
which the company markets its own product candidates through subsidiaries
and license agreements with industrial partners. Explained Dr Eck:
"In the past 2016/17 financial year, major milestones were achieved in both
business segments." As an example, Dr Eck named the DOLCE program for the
development of natural sugar substitutes and sweet taste enhancers, for
which consumer goods companies were won as partners for different product
categories. Added Dr Eck:
"Within the framework of our Mining program, which focuses of the bio-based
extraction of precious metals from waste streams and ores, we completed the
BRAIN BioXtractor as a demonstration plant in 2017. This program as well as
our development efforts concerning the biotechnological conversion of the
greenhouse gas CO2 into precursor materials of bioplastics point the way to
the future for a modern bio-economy and for a sustainable circular economy
using interlocking systems. Our objective as an innovator in the field of
biological solutions and as a pioneer of the bio-economy remains unchanged -
to continue participating in its growth."
Frank Goebel, who has been acting as CFO on BRAIN AG's two-strong Management
Board since last year's Annual General Meeting, said:
"One of BRAIN AG's major concerns is the implementation of its growth
strategy. For us, this includes the acquisition of companies with access to
markets that are of importance to us. To buttress this objective in a
sustainable manner, we conducted an increase of the company's Authorised
Capital by some 10 per cent in September 2017, which was fully subscribed to
by DAH Beteiligungsgesellschaft. Furthermore, we are aiming at increasing
the international scope of our activities at BRAIN, in addition to planning
product-specific carve-outs intended to accelerate the marketing of
innovative products and processes, in particular in the BioIndustrial
segment."
Auditor re-elected
As per the EU Audit Regulation, BRAIN was not obliged to conduct a tender
process for the appointment of an auditor for the 2017/18 financial year.
The shareholders agreed to the Supervisory Board's proposal to continue
entrusting Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft with this
mandate.
Change in the Supervisory Board
One member of BRAIN AG's Supervisory Board had to be newly elected at the
Annual General Meeting because the period of office of Prof Dr Klaus-Peter
Koller ended as scheduled. Chairman of the Supervisory Board, Dr Ludger
Müller, and Dr Jürgen Eck, Chairman of BRAIN AG's Management Board, thanked
the long-standing member of the Supervisory Board, Prof Dr Klaus-Peter
Koller for his significant work. A member of BRAIN's supervisory board since
2001, Prof Koller actively accompanied the company's transformation from an
R&D services provider to a publicly listed company in 2016 after having
obtained early-stage financial resources and having created its own
development pipeline.
Dr Rainer Marquart was newly elected to the Supervisory Board, which
continues to be staffed by its chairman, Dr Ludger Müller, who also chaired
the AGM, Dr Anna C. Eichhorn, Dr Martin B. Jager, Dr Georg Kellinghusen, and
Christian Körfgen.
Creation of new Authorized Capital
As planned, BRAIN AG made partial use of its Authorized Capital during the
2016/17 fiscal year, namely to an amount of EUR 1.6 million. Against this
backdrop, the Annual General Meeting followed the proposal of the Management
Board and the Supervisory Board to create a new Authorized Capital in order
to enable the company to remain flexible towards potential corporate
financing transactions. Until 7 March 2023, the Management Board may
increase the company's share capital once or several times by a nominal
amount of up to EUR 9.0 million by issuing a like number of new no-par value
shares, totalling half of its current share capital.
Investment Agreements with Hessen Kapital GmbH
An investment agreement between BRAIN AG and Hessen Kapital I GmbH,
Wiesbaden, has existed since June 2014. Hessen Kapital I GmbH supports
medium-sized Hessian companies using funds provided by the Federal State of
Hesse and a European fund. BRAIN AG uses the silent partner's investment
exclusively for the co-financing of investments and expenses. The AGM
followed the proposal made by the Management Board and the Supervisory Board
to amend the investment agreement by means of an addendum. The changes
concern, inter alia, investment fees, reporting obligations, and termination
rights. The AGM also followed the proposal made by the management board and
the supervisory board to enter into another investment agreement with Hessen
Kapital II GmbH as a silent partner for the exclusive purpose of
co-financing BRAIN AG's research expenses.
The detailed voting results as well as the presentation by the Management
Board and all other documents concerning the Annual General Meeting may be
found on BRAIN AG's web site under
https://www.brain-biotech.de/en/investor-relations/annual-general-meetings.
About BRAIN
B.R.A.I.N. Biotechnology Research and Information Network AG (BRAIN AG; ISIN
DE0005203947 / WKN 520394) is one of Europe's leading technology companies
in the field of industrial biotechnology, the core discipline of Bioeconomy.
As such, BRAIN identifies previously untapped, efficient enzymes, microbial
producer organisms or natural substances from complex biological systems
that can be put to industrial use. The innovative solutions and products
developed by help of this "Toolbox of Nature" are successfully applied in
the chemistry, the cosmetics and the food industries. BRAIN's business model
is based on two pillars - BioScience and BioIndustrial. The BioScience
comprises its frequently exclusive collaboration business with industrial
partners. BioIndustrial comprises the development and commercialization of
BRAIN's own products and active product components. Further information is
available at www.brain-biotech.de/en.
BRAIN
Biotechnology Research
And Information Network AG
Darmstädter Str. 34-36
64673 Zwingenberg
Germany
www.brain-biotech.de
Media Contact
Thomas Deichmann
Head of Public Relations
Tel.: +49-(0)-6251-9331-72
Fax: +49-(0)-6251-9331-11
E-Mail: [email protected]
Investor Relations Contact
Dr. Martin Langer
Executive Vice President
Corporate Development
Tel.: +49-(0)-6251-9331-16
Fax: +49-(0)-6251-9331-11
E-Mail: [email protected]
Follow us on Twitter
https://twitter.com/BRAINbiotech
Disclaimer
This press release contains forward-looking statements. These statements
reflect the current views, expectations, and assumptions of the management
of BRAIN AG and are based on information currently available to the
management. Forward-looking statements are not guarantees of future
performance and involve known and unknown risks and uncertainties that could
cause actual results, performance or events to differ materially from those
expressed or implied in such statements. There are numerous factors which
could influence the future performance by and future developments at BRAIN
AG and the BRAIN group of companies. Such factors include, but are not
limited to, changes in the general economic and competitive environment,
risks associated with capital markets, currency exchange rate fluctuations,
changes in international and national laws and regulations, in particular
with respect to tax laws and regulations, and other factors. BRAIN AG does
not undertake any obligation to update or revise any forward-looking
statements.
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08.03.2018 Dissemination of a Corporate News, transmitted by DGAP - a
service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
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Language: English
Company: B.R.A.I.N. Biotechnology Research And Information Network
AG
Darmstädter Straße 34-36
64673 Zwingenberg
Germany
Phone: +49 (0) 62 51 / 9331-0
Fax: +49 (0) 62 51 / 9331-11
E-mail: [email protected]
Internet: www.brain-biotech.de
ISIN: DE0005203947
WKN: 520394
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich,
Stuttgart, Tradegate Exchange
End of News DGAP News Service
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