Regulatory Release no. 17/2025
 
At the annual general meeting, the shareholders approved:

• the audited annual report and the consolidated financial statements for the financial year 2024;
• the appropriation of profits or covering of losses as recorded in the approved annual report;
• discharge of liability to members of the Board of Directors and the executive management;
• the remuneration report for the financial year 2024; and
• authorisation to the Chair of the meeting.

The shareholders approved the proposals from the nomination committee regarding:

• the remuneration report for 2024 (for advisory vote)
• re-election of Jens Bager as Chair of the Board of Directors, Therese Hillman as Vice Chair of the Board of Directors and René Efraim Rechtman, Leif Nørgaard, Britt Ingrid Boeskov and Todd Dunlap as members of the Board of Directors and the election of Thomas Plenborg to the Board of Directors;
• remuneration to the Board of Directors for the current financial year;
• re-appointment of Ernst & Young Godkendt Revisionspartnersselskab, extension of Ernst & Young Godkendt Revisionspartnersselskab’s audit assignment to also include the issue of an assurance report on the sustainability reporting in the management review and determination of the remuneration to Ernst & Young Godkendt Revisionspartnersselskab; and
• a grant of 25,000 stock options to Thomas Plenborg as new member of the Board of Directors.

The shareholders further approved the proposals from the Board of Directors which were:

• Reduction of the Company’s share capital by cancellation of nominally EUR 11,177.57 treasury shares
• Deletion article 11 and schedule 6 of the Company’s articles of association regarding the Company’s shareholder appointed nomination committee
• Certain minor changes to the articles of association of an editorial /clarifying nature
• Renewal of the Board of Directors’ authorizations to:
  • i) increase the share capital of the Company
  • ii) acquire treasury shares
  • iii) increase the share capital of the Company by issue of convertible loan instruments
• Amendments to the Company’s remuneration policy

Re 10a
The proposed reduction of the Company’s share capital by a nominal amount EUR 11,177.57 corresponding to approximately 1.77% of the Company’s total share capital was adopted. The purpose of the reduction is to cancel a part of the Company’s treasury shares, cf. section 188 of the Danish Companies Act. Reference is made to the Company’s notice to convene the annual general meeting, cf. regulatory release 12/2025 of 28 March 2025. The share capital reduction will be completed, and the new articles of association will be finally registered with the Danish Business Authority, upon expiry of the four weeks’ time limit in accordance with section 192(1) of the Danish Companies Act.
 
Re 10b
The proposed deletion of article 11 and schedule 6 of the Company’s articles of association concerning the shareholder appointed nomination committee was adopted.
 
Re 10c
The proposed minor changes to the articles of association of an editorial/clarifying nature was adopted.
 
Re 10d i)
The proposed authorisation of the Board of Directors to effect one or more capital increases without pre-emptive rights for the shareholders in the period until the next annual general meeting to be held in 2026 by a nominal amount of up to EUR 123,917.74, corresponding to 20% of the share capital after completion of the share capital reduction, was adopted and article 4.1 in the articles of association was updated accordingly.
 
Re 10d ii)
The proposed authorisation to the Board of Directors to effect on or more capital increases and/or to raise loans on one or more occasions with a conversion right to shares (convertible loans) without pre-emptive rights for the shareholders in the period until the next annual general meeting to be held in 2026 by a nominal amount of up to EUR 61,958.87, corresponding to 10% of the share capital after completion of the share capital reduction, was adopted.
 
Re 10d iii)
The proposed authorisation to the Board of Directors for the period until the next annual general meeting to be held in 2026 to let the Company buy back own shares up to an aggregate nominal value of EUR 61,958.87, corresponding to 10 % of the share capital after completion of the share capital reduction, was adopted
 
Re 10e
The proposed resolution to amend the Company’s remuneration policy was adopted.
 
Re 10f
The proposed resolution to grant 25,000 stock options to Thomas Plenborg without consideration and on customary terms and conditions set out in a separate stock option agreement, was adopted.
 
Copenhagen, 22 April 2025
Board of directors of Better Collective A/S