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.“
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 € 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 € 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 www.brain-biotech.de/en/investor-relations/annual-general-meetings.
Annual Report 2016/17
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.