Minutes of Extraordinary General Meeting Brain+ A/S
COMPANY ANNOUNCEMENT
Copenhagen, Denmark, April 13, 2023 - Brain+ A/S (Nasdaq First North: BRAINP)
Minutes of Extraordinary General Meeting Brain+ A/S
On 13th April 2023, at 3 PM (15:00 CEST) an extraordinary general meeting was
held in Brain+ A/SCVR. No. 36439440 at the Company's registered address at:
Købmagergade 53, 3 1150 København K, Denmark.
The Company's Chairman Anders Härfstrand opened the meeting.
At the meeting the Management of the Company as well as the Board of Directors
were present.
The following resolutions, which had been submitted for shareholder approval,
have been approved at the Extraordinary General Meeting of the Company's
shareholders today.
The General Meeting has been called for following agenda:
1. Proposal to authorise the Board of Directors to increase the Company's
share capital and to issue warrants as part of a contemplated rights issue.
2. Proposal to authorise the Board of Directors to issue warrants to Gemstone
Capital A/S.
3. Proposal to issue warrants to key employees and to delete the existing
authorisation to the board of directors in clause 4.2 of the articles of
association to issue incentive warrants to employees and others.
4. Proposal to authorise the Board of Directors to increase the Company's
share capital (not related to the contemplated rights issue).
5. Proposal to amend the Company's articles of association.
6. Approval of authorisation of the Chairman of the meeting.
Resolutions
Re 1: Resolution to authorise the Board of Directors to increase the Company's
share capital and to issue warrants as part of a contemplated rights issue.
As part of a contemplated rights issue the general meeting resolved to
increase the share capital of the Company by offering the opportunity to
subscribe units. Each share entitles the shareholder to one (1) unit right.
One (1) unit right entitles to subscription of one (1) unit. One (1) unit
holds two (2) shares, two (2) warrants of series TO2 and two (2) warrant of
series TO3.
As an integrate part of the resolved units the general meeting resolved to
include the following new authorisation in the Articles of Association:
"4.1.1The Board of Directors is authorised during the period until 31 December
2023, to resolve to increase the company's share capital at one or more times
by up to nom. DKK 4,595,720 (equivalent to 45,957,200 shares of nom. DKK 0.10
each) without pre-emption rights for the existing shareholders against cash
payment and/or conversion of debt at or below market price and on terms to be
decided by the Board of Director.
Further, the Board of Directors is authorised during the period until 31
December 2023, to resolve to increase the company's share capital at one or
more times by up to nominally DKK 4,595,720 (equivalent to 45,957,200 shares
of nominally DKK 0.10 each) with pre-emption rights for the existing
shareholders against cash payment and/or conversion of debt at or below market
price and on terms to be decided by the Board of Director.
Irrespective of the above, the Board of Directors is, however, only entitled
to increase the Company's share capital by up to a nominal aggregate amount of
DKK 4,595,720 pursuant to the above two authorisations in this article 4.1.1.
For shares issued pursuant to the above-mentioned authorisations the following
shall apply:
the shares shall be fully paid up
the shares shall be negotiable instruments
the shares shall be issued in the name of the holder and registered in the
- in every respect the shares shall carry the same rights as the existing
- the shares shall carry voting rights and be entitled to dividends from the
Authority.
The Board of Directors is entitled to make such changes and amendments to the
Articles of Association as may be required as a result of the exercise of the
authorisation to increase the share capital.
4.1.2Simultaneously with an exercise of the authority in art. 4.1.1, and as an
integrate part of the offered units and the price of such units, the Board of
Directors is authorised until 31 December 2023 without pre-emptive rights for
the company's existing shareholders to issue up to 91,914,400 warrants free of
charge giving the right to subscribe for up to 91,914,400 shares of DKK 0.10
(nominally DKK 9,191,440) by cash payment of an exercise price that may be
lower than the market price and subsequently, at one or more times, to
increase the company's share capital by up to nominally DKK 9,191,440 in
connection with the issue of new shares.
Further, simultaneously with an exercise of the authority in art. 4.1.1, and
as an integrate part of the offered units and the price of such units, the
Board of Directors is authorised until 31 December 2023 with pre-emptive
rights for the company's existing shareholders to issue up to 91,914,400
warrants free of charge giving the right to subscribe for up to 91,914,400
shares of DKK 0.10 (nominally DKK 9,191,440) by cash payment of an exercise
price that may be lower than the market price and subsequently, at one or more
times, to increase the company's share capital by up to nominally DKK
9,191,440 in connection with the issue of new shares.
4.1.3Holders of such warrants shall have pre-emption rights to subscribe for
the shares issued on the basis of the warrants, i.e. the existing shareholders
have no pre-emption rights to subscribe for the new shares issued as a result
of exercise of warrants.
4.1.4Such warrants confer the right to subscribe for shares at an exercise
price equal to 70% of the volume weighted average price per Brain+ share on
Nasdaq First North Growth Market's during a period of 20 trading days ending
two (2) banking days prior to the exercise period (to be determined by the
Board of Directors) begins. Notwithstanding the forgoing, the exercise price
on:
(i) 50% of such warrants (the Warrants of series TO 2) shall not exceed
DKK 0.80 and shall not fall below DKK 0.20.
(ii) The remaining 50% of such warrants (the Warrants of series TO 3) shall
not exceed DKK 1.20 and shall not fall below DKK 0.30.
4.1.5The Board of Directors is authorised to determine the specific terms for
the allocation and exercise of warrants and execution of capital increases in
accordance with the above authorisation.
4.1.6Furthermore, the Board of Directors is also authorised to resolve to
increase the company's share capital by up to nominally DKK 9,191,440 upon
exercise of warrants and to make such changes to these articles of association
as required as part of the exercise of this authority.
4.1.7The new shares must be fully paid up, issued in the holder's name and
registered by name in the company's register of shareholders. The new shares
are negotiable instruments and have the same rights as the existing shares.
The new shares entitle the confer on the holder shareholder rights from the
date of registration of the share capital increase with the Danish Business
Authority."
Re 2: Resolution to authorise the Board of Directors to issue warrants to
Gemstone Capital A/S.
Gemstone Capital A/S has not exercised the warrants issued by the Company to
Gemstone Capital A/S on 16 September 2021.
In connection with the Company engaging Gemstone Capital A/S as an advisor in
connection with the contemplated rights issue in the Company, the general
meeting resolved:
1) To cancel the warrants issued to Gemstone Capital A/S on 16 September
2021, and
2) To request the general meeting to authorise the Board of Directors to
decide to issue new warrants to Gemstone Capital A/S.
Consequently, the general meeting resolved to include a new Article 4.3 in the
Articles of Association with the following wording:
"4.3.1The Company has engaged Gemstone Capital A/S (the "Warrant Holder") as
advisor in connection with a contemplated rights issue ("Rights Issue") in the
Company which is expected to be completed during 2023. As part of the Rights
Issue the Company will issue shares and warrants (hereinafter referred to as
"TO2-Warrants" and "TO3-Warrants") to the investors. The consideration for
this to the Warrant Holder consists of the below-mentioned warrants.
4.3.2During the period ending 31 December 2023 the Board of Directors is
authorised, in one round or more, to issue up to 616,333 warrants ("Warrants")
to the Warrant Holder giving the right to subscribe up to DKK 616,333 shares
of nominally DKK 0.10 (nominally DKK 616,333) in the company by cash payment.
However, the Warrant Holder is as a main rule only entitled to exercise
250,000 Warrants, as the remaining 366,333 Warrants can only be exercised if
and to the extent that TO2-Warrants and/or TO3-Warrants are exercised, as the
purpose of the 366,333 Warrants only is to secure the Warrant Holder against
being diluted if TO2-Warrants and/or TO3-Warrants are exercised.
If TO2-Warrants and/or TO3-Warrants are exercised, the total number of
Warrants that the Warrant Holder can exercise is calculated as follows:
First, it is calculated what percentage the 250,000 shares (which the above
-mentioned 250,000 warrants give the right to subscribe) constitute of the
following number of shares (the "Number of Shares"):
(i) The number of shares in the Company prior to the Rights Issue, i.e.
15,720,518, plus
(iii) The number of shares to be issued in the Rights Issue, plus
(iii) The number of shares that the Warrant Holder can subscribe by exercising
the 250,000 Warrants, i.e. 250,000.
This percentage is hereinafter referred to as the "Percentage".
It is then calculated how many Warrants the Warrant Holder must exercise to
ensure that these Warrants constitute the Percentage of:
(i) The Number of Shares, plus
(ii) The number of shares issued upon exercise of the TO2
-Warrants and the TO3-Warrants.
This number of Warrants is the total number of Warrants that the Warrant
Holder is entitled to exercise. In no case is the Warrant Holder entitled to
collectively exercise more than 616,333 Warrants.
The right to exercise more than 250,000 Warrants is illustrated in the article
of association clause 4.3.2.
4.3.3The Warrant Holder shall have pre-emption rights to subscribe for any
shares issued based on the Warrants meaning that the pre-emption rights to
subscribe new shares for existing shareholders do not apply in connection with
exercise of the Warrants.
4.3.4Warrants confer the right to subscribe for shares in the company at an
exercise price of DKK 0.665 per share of nominally DKK 0.10 equal to the offer
price per share in connection with the Rights Issue plus 33.33%.
4.3.5The Board of Directors is authorised to determine the specific terms for
the exercise of Warrants and execution of capital increases in accordance with
the above authorisation.
4.3.6The Board of Directors is also authorised to resolve to increase the
company's share capital by up to 616,333 shares of nominally DKK 0.10
(nominally DKK 61,633) upon exercise of Warrants and to make such changes to
these Articles of Association as required as part of the exercise of this
authority. The new shares must be fully paid up, issued in the holder's name
and registered by name in the company's register of shareholders. The new
shares are negotiable instruments and have the same rights as the existing
shares. The shares shall carry voting rights and be entitled to dividends from
the date of registration of the share capital increase with the Danish
Business Authority."
Re 3: Resolution to issue warrants to key employees and to delete the existing
authorisation to the board of directors in clause 4.2 of the articles of
association to issue incentive warrants to employees and others.
The general meeting has resolved that the Company implements a warrant program
(the "Program") to attract and retain key employees in order for the Company
to fulfil its objectives. The Program includes westing periods and customary
good and bad leaver provisions. Exercise Price is DKK 0.665.
Finally, as a consequence of the above-mentioned resolution the general
meeting resolved to delete the existing authorisation to the board of
directors in clause 4.2 of the articles of association to issue incentive
warrants to employees and others.
Re 4: Resolution to authorise the Board of Directors to increase the Company's
share capital (not related to the contemplated rights issue).
According to clause 4.4 in the Company's current articles of association the
Board of Directors is authorised until 1 April 2026 to resolve to increase the
Company's share capital at one or more times by up to nominally DKK 1,250,000.
The general meeting resolved to (i) extend the authorisation until 1 April
2028 and (ii) to increase the authorisation to up to nominally DKK 9,191,440
(equivalent to 91,914,400 shares of nominally DKK 0.10).
Consequently, the general meeting resolved to replace the wording in clause
4.4 of the articles of association with the following wording:
"4.4Authorisation to increase the company's share capital
4.4.1The Board of Directors is authorised until 1 April 2028 to resolve to
increase the company's share capital at one or more times by up to nominally
DKK 9,191,440 (equivalent to 91,914,400 shares of nominally DKK 0.10) without
pre-emption rights for the existing shareholders. The share capital increase
shall be made at market price and may be made by cash, conversion of debt or
payment in kind.
4.4.2The Board of Directors is authorised until 1 August 2026 to resolve to
increase the company's share capital at one or more times by up to nominally
DKK 9,191,440 (equivalent to 91,914,440 shares of nominally DKK 0.10) with pre
-emption rights for the existing shareholders. The share capital increase may
be made at a price below market price and may be made by cash, or conversion
of debt.
4.4.3The Board of Directors is authorised until 1 August 2026 to resolve to
increase the company's share capital at one or more times by up to nominally
DKK 9,191,440 (equivalent to 91,914,400 shares of nominally DKK 0.10) without
pre-emption rights for the existing shareholders. The share capital increase
may be made at a price below market price and may be made by conversion of
debt or payment in kind.
4.4.4The authorisations to increase the share capital under clauses 4.4.1
-4.4.3 may not in the aggregate be exercised for an amount above the lowest of
(i) 80.00% of the share capital from time to time on non-diluted basis and
(ii) nominally DKK 9,191,440 (equivalent to 91,914,400 shares of nominally DKK
0.10).
For shares issued pursuant to the authorisations in clauses 4.4.1 - 4.4.3 the
following shall apply:
the shares shall be fully paid up,
the shares shall be negotiable instruments,
the shares shall be issued in the name of the holder and registered in the
- in every respect the shares shall carry the same rights as the existing
- the shares shall carry voting rights and be entitled to dividends from the
Authority.
The Board of Directors is entitled to make such changes and amendments to the
Articles of Association as may be required as a result of the Board of
Directors' exercise of the authorisation to increase the share capital."
Re 5: Resolution to amend the Company's articles of association.
In order to align the Company's articles of association pursuant to items 1 -
4 above the general meeting resolved to amend the Company's articles of
association. A clean version of the resolved amended articles of association
and a mark-up version against the current articles of association.
Re 6: Approval of authorisation of the Chairman of the meeting.
The general meeting authorised any one of the Company's legal adviser, partner
and Markets & Corporate Law to register the agreed resolutions to the Danish
Business Authority and further to carry out any changes in the documents to
the adopted decision and to the notification to the Danish Business Authority
that the Danish Business Authority may deem necessary in relation to the
agreed resolutions.
The general meeting unanimously resolved the proposal.
For further information, please contact:
Kim Baden-Kristensen, CEO
Phone: +45 31393317
E-mail: kim@brain-plus.com
www.brain-plus.com
Anders Härfstrand, Chairman of the Board, Brain+ A/S
Phone: +41 79 834 93 20
Email: Anders@harfstrand.ch
Certified Advisor
Keswick Global AG
Phone: + 43 1 740 408 045
E-mail:info@keswickglobal.com (%20info@keswickglobal.com)