Report
Expert Corporate Governance Service (ECGS)
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Brain - March, 07th 2019

General: B.R.A.I.N. Biotechnology Research and Information Network AG is one of Europe's leading technology companies in the field of industrial biotechnology, the core discipline of Bioeconomy. The Company identifies previously untapped, efficient enzymes, microbial producer organisms or natural substances from complex biological systems that can be put to industrial use. BRAIN's business model is based on two pillars – BioScience and BioIndustrial. BioScience comprises the Company's frequently exclusive collaboration business with industrial partners. BioIndustrial comprises the development and commercialisation of the Company's own products and active product components.

The Company has issued 18,055,782 shares that amount to a share capital of EUR 18,055,782. As of December 2018, MP Beteiligungs-GmbH held 37.4%, DAH Beteiligungs-GmbH held 8.6% and 'founders and management' held in total 8.5% of the Company's shares.

In financial year 2017/2018, total revenues increased by 12% to EUR 27.1m, EBIT amounted to EUR -9.7m (previous year: EUR -9.4m) and net loss attributable to the shareholders of B.R.A.I.N. Biotechnology Research and Information Network AG amounted to EUR -8.1m (previous year: EUR -9.6m).

Item 3: We recommend to oppose the discharge of the Supervisory Board due to our continued concerns over the fact that the remuneration system for the Management Board has not yet been put to shareholder approval, the fact that the Company has not disclosed the proposed candidate for the position of Chairman after the AGM as well as the insufficient attendance of Supervisory Board member Christian Körfgen in financial year 2017/2018.

Underlying
Brain Biotechnology Research and Information Network AG

Brain Biotechnology Research and Information Network AG. BRAIN Biotechnology Research and Information Network AG is a Germany-based industrial biotechnology company, which is active in two segments: The BioSciences segment comprises research and development activities related to replacing classical chemical and industrial processes with biotechnology processes, and the BioIndustrial segment focuses on the development of own products for both companies and consumers. The Company develops drugs, bioactive natural compounds and enzymes for customers in the chemical and pharmaceutical industries, as well as in the food and cosmetics industries. It offers research and development collaboration, as well as strategic partnerships and exclusive licensing agreements through all phases of enzyme and biological compound discovery to application development and production. The Company's product portfolio includes EvoSolution, METAGENOME, BRAINzyme, LIL, ABEL, CompActives and BioCompActives.

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Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

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Expert Corporate Governance Service (ECGS)

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