Annual General Meeting 2025
Annual General Meeting for the FY 2023/24
Documents for the Annual General Meeting on 18 March 2025
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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 2024, the separate management report and the Group management report for the fiscal year from 1 October 2023 until 30 September 2024 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 2023 to 30 September 2024
HGB Lagebericht und Einzelabschluss der BRAIN Biotech AG 2023/24 - (German PDF)
Item 2:
Resolution concerning the ratification of the actions of the Management Board for the fiscal year from 1 October 2023 to 30 September 2024
The Management and Supervisory boards propose that the actions of the Management Board members holding office during the fiscal year from 1 October 2023 to 30 September 2024 be ratified for this period.
ITEM 3:
Resolution concerning the ratification of the actions of the Supervisory Board for the fiscal year from 1 October 2023 to 30 September 2024
The Management and Supervisory boards propose that the actions of the Supervisory Board members holding office during the fiscal year from 1 October 2023 to 30 September 2024 be ratified for this period.
Item 4:
Election of the auditor of the separate financial statements and of the auditor of the consolidated financial statements for the fiscal year from 1 October 2024 to 30 September 2025
Pursuant to the recommendation of its Audit Committee, 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 2024 to 30 September 2025.
Item 5:
Elections to the Supervisory Board
Pursuant to the recommendation of its Nomination Committee, the Supervisory Board proposes electing
a) Dr. Anna C. Eichhorn, Frankfurt/Main, CEO of humatrix AG,
b) Stephen Catling, Cambridge, UK, Managing Director SJ Catling Ltd.,
as Supervisory Board members with effect from the end of the AGM on 18 March 2025 until the end of the AGM that passes a resolution concerning the discharge of the Supervisory Board for the fiscal year from 1 October 2027 until 30 September 2028.
Curricula vitae of the proposed candidates:
Curricula vitae and Explanatory Information Dr. Anna C. Eichhorn (PDF)
Curricula vitae and Explanatory Information Stephen Catling (PDF)
Item 6:
Resolution concerning the cancellation of the authorization resolution of the Annual General Meeting of 8 March 2023 concerning the issuance of a stock option plan, concerning the reduction of the Conditional Capital 2023 / II, furthermore concerning 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 2025 / I, as well as concerning the amendments to the bylaws required for this purpose
Item 7:
Resolution concerning the extension of the authorization to hold virtual Shareholders’ General Meetings and concerning the corresponding amendment to Section 18 (5) of the Company’s bylaws
Item 8:
Resolution concerning the approval of the Compensation Report
The Management and Supervisory boards propose that the Compensation Report for the 2023/24 fiscal year, prepared and audited in accordance with Section 162 AktG, be approved.
Compensation Report and Auditor's Report (German PDF)
