Notice to convene Annual General Meeting
Summary by AI BETAClose X
The Board of Directors of Better Collective A/S (the “Company”) hereby convenes the Annual General Meeting to be held by electronic procedure on Tuesday 24 March 2026 at 12:00 pm CET.
Regulatory release no. 13/2026
The Annual General Meeting will be held as an electronic general meeting without the possibility of physical attendance in accordance with section 6.4 of the Company’s articles of association.
Agenda
- Appointment of Chair of the general meeting.
- The Board of Directors’ report on the activities of the Company during the past financial year.
- Presentation of the audited annual report and the consolidated financial statements for adoption.
- Proposal by the Board of Directors concerning the appropriation of profits or covering of losses as recorded in the approved annual report.
- Resolution to grant discharge of liability to members of the Board of Directors and the executive management.
- Election of members of the Board of Directors, including the Chair and Vice Chair of the Board of Directors.
- Presentation of the remuneration report for the most recent financial year for advisory vote.
- Approval of the Board of Directors’ remuneration for the current financial year.
- Election of auditor and determination of remuneration for the auditor.
- Any proposals from the Board of Directors or the shareholders.
- Proposal to amend article 6.6.3, no. 9, of the Company’s articles of association.
- Proposal to renew the Board of Directors’ authorizations to:
- Increase the share capital of the Company.
- Acquire treasury shares.
- Increase the share capital of the Company by issue of convertible loan instruments.
- Proposal on authorisation to the Chair of the meeting.
Re. item 1. Appointment of Chair of the general meeting.
The Board of Directors will appoint attorney Andreas Nielsen as chair of the annual general meeting.
Re. item 2. The Board of Directors’ report on the activities of the Company during the past financial year
Re. item 3. Presentation of the audited annual report and the consolidated financial statements for adoption
The audited annual report for 2025 is available at the Company’s website www.bettercollective.com and is enclosed as Schedule 1 to this notice.
The Board of Directors proposes that the audited annual report is adopted.
Re. item 4. Proposal by the Board of Directors concerning the appropriation of profits or covering of losses as recorded in the approved annual report
The Board of Directors proposes that the year’s profit of EURt 23,591 is transferred to the Company’s reserves and that no dividend is paid out for the financial year 2025.
Re. item 5. Resolution to grant discharge of liability to members of the Board of Directors and the executive management
The Board of Directors proposes that the Board of Directors and the executive management are discharged from liability for the performance of their duties.
Re. item 6. Election of members of the Board of Directors, including the chair and vice chair of the Board of Directors
Currently, the Board of Directors consists of the following members:
- Jens Bager (Chair of the Board of Directors)
- Therese Hillman (Vice Chair of the Board of Directors)
- Thomas Stig Plenborg
- René Efraim Rechtman
- Leif Nørgaard
- Britt Ingrid Boeskov
- Todd Dunlap
Jens Bager has expressed a wish to step down as member and Chair of the Board of Directors with effect from the date of the ordinary general meeting.
The Board of Directors proposes re-election of the remaining members of the Board of Directors elected by the general meeting. The Board of Directors further proposes that Thomas Stig Plenborg be elected as Chair of the Board of Directors and that Therese Hillman be re-elected as Vice Chair of the Board of Directors.
For an overview of management level posts held by the current members of the Board of Directors up for election in other commercial enterprises, please see pages 49-51 of the annual report.
Re. item 7. Presentation of the remuneration report for the most recent financial year for advisory vote
Presentation by the Board of Directors of the remuneration report for 2025 (enclosed as Schedule 2 to this notice).
The Board of Directors proposes an advisory vote on the remuneration report 2025 in accordance with section 139b(4) of the Danish Companies Act.
Re. item 8. Approval of the Board of Directors’ remuneration for the current financial year
The Board of Directors proposes that the general meeting approves an annual remuneration of EUR 141,750 for the Chair of the Board of Directors, EUR 94,500 for the Vice Chair of the Board of Directors, and an annual remuneration of EUR 47,250 for each of the other members of the Board of Directors until the next annual general meeting. The annual remuneration proposed for the current financial year corresponds to the amounts of annual remuneration for the previous year.
Furthermore, the Board of Directors proposes that the general meeting approves an annual remuneration of EUR 32,200 (same amount as in the previous year) for the Chair position in the Audit Committee and the Chairman of the Remuneration Committee, respectively. An annual remuneration of EUR 16,100 (same amount as in the previous year) for a regular membership of the Audit Committee and an annual remuneration of EUR 10,750 (same amount as in the previous year) for a regular membership of the Remuneration Committee, respectively.
Re. item 9. Election of auditor and determination of remuneration for the auditor
The Board of Directors proposes, in accordance with the recommendation from the Audit Committee, that i) Ernst & Young Godkendt Revisionspartnerselskab is re-appointed as the auditor of the Company, ii) Ernst & Young Godkendt Revisionspartnerselskab’s audit assignment also includes the issue of an assurance report on the sustainability reporting in the management review, and iii) the remuneration to Ernst & Young Godkendt Revisionspartnerselskab will be paid in accordance with accounts approved by the Company.
Re. item 10a. Proposal to amend article 6.6.3, no. 9, of the Company’s articles of association
The Board of Directors proposes to amend article 6.6.3, no. 9, of the Company’s articles of association by deleting “and determination of remuneration for the auditor” so article 6.6.3, no. 9, following this amendment will read “Election of auditor.”
The proposed change is of an editorial and clarifying nature, as it is not a Danish requirement that the general meeting approves the auditor’s remuneration, and will not otherwise change the substance of the articles of association. The draft articles of association enclosed as Schedule 3 to this notice include the proposed change.
Re. item 10b i). Proposal to renew the Board of Directors’ authorization to increase the share capital of the Company
The Board of Directors proposes that the general meeting in the period until 30 April 2027 authorises the Board of Directors to increase the share capital in the Company without pre-emption rights for the existing shareholders in one or more issues by up to a nominal amount of EUR 117,509.70 corresponding to 20% of the Company’s share capital and a maximum dilution of 20% of the outstanding share capital on a non-diluted basis. The capital increase(s) shall take place at market price and may be completed against cash payment, by contribution in kind or by conversion of debt.
For the issuance of shares on the basis of the above authorisation the following shall apply:
1. Partial payment of the subscription amount is not permitted.
2. The new shares will be issued without pre-emption rights for existing shareholders, and the pre-emption rights relating to the new shares will not be restricted in respect of future capital increases other than as provided for in the Company’s articles of association.
3. There are no restrictions on the transferability of the shares. No shareholder is obliged to have his or her shares redeemed in full or in part.
4. The new shares will be issued through VP Securities A/S (Euronext Securities Copenhagen) and will (in the discretion of the Board of Directors) be admitted to trading and official listing on Nasdaq Copenhagen and/or Nasdaq Stockholm.
5. The new shares will be issued in the name of the holder and will be negotiable instruments.
It is proposed that the authorisation to increase the share capital without pre-emption rights will replace the lapsed authorisation in section 4.1 in the articles of association as set out in the draft new articles of association enclosed as Schedule 3 to this notice.
The purpose of the authorisation is to make it possible for the Company to (i) settle part of the purchase price and/or earn-out payments related to acquisitions (ii) finance future acquisitions of the Company, (iii) procure capital in the future and (iv) cover share delivery obligations relating to long-term incentive (LTI) programs.
Re. item 10b ii). Proposal to renew the Board of Directors’ authorization to acquire treasury shares
It is proposed to authorise the Board of Directors to pass a resolution on acquisition of treasury shares on the following terms:
1. The Company may acquire up to nominally EUR 58,754.85 treasury shares corresponding to 10% of the Company’s share capital in the period until the annual general meeting to be held in 2027.
2. Acquisitions of treasury shares shall be made (in the discretion of the Board of Directors) on Nasdaq Copenhagen and/or Nasdaq Stockholm (the “Exchange”) at a price per share within the band of prices (spread) applying on the Exchange, or to the extent the Company assigns a member of the Exchange to accumulate a certain amount of the Company’s shares by proprietary trading during a certain time period on the day of delivery pay the volume weighted average price for the market as a whole for such period of time, even if the volume weighted average price falls outside the range of prices on the day of delivery.
All acquisitions of treasury shares shall be made in accordance with the applicable rules at the Exchange.
It is proposed that the authorisation to the Board of Directors to acquire treasury shares will replace the lapsed authorisation in section 4.2 in the articles of association as set out in the draft articles of association, enclosed as Schedule 3 to this notice.
Re. item 10b iii). Proposal to renew the Board of Directors’ authorizations to increase the share capital of the Company by issue of convertible loan instruments
The Board of Directors proposes that the general meeting in the period until 30 April 2027 authorises the Board of Directors to raise funds against issuance of convertible loan instruments in one or more issues with a right for the lender(s) to convert the loan(s) into shares in the Company with a nominal value of up to EUR 58,754.85, corresponding to 10% of the Company’s share capital and a maximum dilution of 10% of the outstanding share capital on a non-diluted basis. Such issuance of convertible loan instruments shall take place without pre-emptive rights for the existing shareholders.
Convertible loans may be raised in EUR or the equivalent in foreign currency computed at the applicable rate of exchange on the day the loan is issued. The Board of Directors is also authorised to effect the consequential increase of the Company’s share capital.
The detailed terms and conditions governing the convertible loan instruments are determined by the Board of Directors, including loan terms, conversion price, conditions and windows for conversion of the loans as well as the holder's legal position in case of capital increase, capital decrease, issuance of new convertible loans, dissolution, merger or demerger of the Company before the expiry of the right of conversion.
For the issuance of shares on the basis of the above authorisation the following shall apply:
1. Partial payment of the subscription amount is not permitted.
2. The new shares will be without pre-emption rights for existing shareholders, and the pre-emption rights relating to the new shares will not be restricted in respect of future capital increases other than as provided for in the Company’s articles of association.
3. There are no restrictions on the transferability of the shares. No shareholder is obliged to have his or her shares redeemed in full or in part.
4. The new shares will be issued through VP Securities A/S (Euronext Securities Copenhagen) and will (in the discretion of the Board of Directors) be admitted to trading and official listing on Nasdaq Copenhagen and/or Nasdaq Stockholm.
5. The new shares will be issued in the name of the holder and will be negotiable instruments.
The Board of Directors is authorised to make the necessary amendments to the articles of association in connection with the capital increase(s) being effected.
It is proposed that the authorisation to the Board of Directors to increase the share capital of the Company issue of convertible loan instruments will replace the lapsed authorisation in section 4.3 in the articles of association as set out in the draft articles of association, enclosed as Schedule 3 to this notice.
The purpose of the authorisation is to make it possible for the Company to (i) finance future M&A activities in whole or in part by issuance of convertible loan instruments and (ii) make it possible to procure capital in the future.
Re. item 11. Proposal on authorisation to the Chair of the meeting.
It is proposed to authorise the Chair of the meeting with full power of subrogation to apply for registration of the resolutions passed and to make any such amendments thereto as may be required or requested by the Danish Business Authority or any other public authority as a condition for such registration or approval.
Additional information
Adoption requirements
Approval of the Board of Directors’ proposals under agenda items 10a through 10b i)-iii) requires that both 2/3 of the cast votes as well as 2/3 of the share capital, represented at the general meeting, are in favour of the proposal.
The remaining proposals on the agenda can be adopted by simple majority.
Share capital and voting rights
At the time of this notice, the share capital in Better Collective is nominally EUR 587,548.50 divided into 58,754,850 shares, each of a nominal value of EUR 0.01 each. Each share of EUR 0.01 is entitled to one vote at the general meeting.
Availability of information
This notice with the agenda, the complete proposals and schedules is made public on the Company’s website (www.bettercollective.com) as of this date.
Questions to the agenda and other documents for the general meeting may be submitted in writing and must be received by the Company no later than Tuesday 17 March 2026. Written questions with clear identification of the shareholder must be sent to agm@bettercollective.com or by regular mail to Better Collective A/S, Sankt Annæ Plads 28, 1250 Copenhagen K, Denmark.
Furthermore, shareholders or proxies, participating in the general meeting, may ask questions to the Board of Directors, the executive management and the Company’s auditor on the general meeting.
Admission to the general meeting and granting of proxy
The annual general meeting will be held in accordance with section 6.4 of the Company’s articles of association as a completely electronic general meeting without the possibility of physical attendance.
A shareholder or proxy wishing to attend the general meeting must:
- if the shareholder has a Danish MitID and holds its shares via Euronext Securities Denmark, register its attendance via InvestorPortal at https://investor.vp.dk/ip/ctrl/portal/Frontpage.do?command=&asident=22093; or
- request an admission card by submitting the registration form by email (scanned copy) to CPH-investor@euronext.com or by regular mail to Euronext Securities Copenhagen, Nicolai Eigtveds Gade 8, 1402 Copenhagen K, Denmark,
in each case so that Euronext Securities Copenhagen has received the registration form no later than by Friday 20 March 2026 at 11:59 pm CET.
The registration form is enclosed with this notice as Schedule 4 and is also available on the website of the Company, www.bettercollective.com.
Attending the general meeting electronically
Electronic participation in the annual general meeting will take place through the VGM portal (https://bettercollective2026.portal.vp.dk/logon/), which can be accessed through a web browser on desktop devices, smartphones or tablets. The VGM portal provides the possibility of asking questions, providing comments and voting (if required) during the live webcast of the annual general meeting. Links for accessing the VGM portal and information on the procedure for electronically attending the annual general meeting will be provided by email to shareholders who have registered their attendance at the annual general meeting, cf. above.
To attend the annual general meeting, shareholders must have an electronic device with a supported
web browser as well as an adequate and functioning internet connection available at the time of the
annual general meeting. Each attending shareholder is responsible for ensuring that the hardware and software satisfy the following requirements:
Browser/PC
The annual general meeting can be attended by use of evergreen browsers on a PC/Mac, mobile phone and tablet/iPad. Evergreen browsers (e.g., Edge, Chrome and Firefox) are browsers that automatically update to new versions. Internet Explorer cannot be used.
Apple products
The VGM Portal is supported on the latest versions of the Safari browser on Mac, iPhone and iPad. Older versions are not compatible.
Internet connection
The quality of the transmission will depend on the shareholders’ individual internet providers. As a
minimum, shareholders should have a 5-10 Mbit/s connection.
Information on how to electronically attend the annual general meeting can also be found at
www.bettercollective.com.
Registration Date
The shareholders’ right to attend and cast their votes at the annual general meeting is determined on basis of the number of shares held by the shareholders on the expiry of the date of registration on Tuesday 17 March 2026 at 11:59 pm CET. Only shareholders holding shares on the registration date are entitled to attend and vote at the general meeting.
If your shares are held through Euronext Securities Copenhagen (i.e. are tradeable on Nasdaq Copenhagen)
The number of shares held by you on the date of registration is calculated at 11.59 pm CET on the date of registration. The calculation will be based on the registration of shares at that time in the register of shareholders kept by Euronext Securities Copenhagen.
If your shares are held through Euroclear Sweden AB (i.e. are tradeable on Nasdaq Stockholm)
The following information is for shareholders who hold their shares through Euroclear Sweden AB (“Euroclear Sweden”).
In order to exercise your voting rights at the annual general meeting, you must register your voting rights in the records kept by Euroclear Sweden as at 11.59 pm CET on the date of registration so Euroclear Sweden can submit the updated records/data to Euronext Securities Copenhagen prior to the annual general meeting for reconciliation with the share register and data maintained by Euronext Securities Copenhagen as at 11.59 pm CET on the date of registration.
If you want to exercise your voting right by proxy, you must also register your voting rights in the records kept by Euroclear Sweden and complete the proxy/absentee vote form (see Schedule 5) in accordance with the instructions set out below.
Registration process for voting rights – Direct-registered holders:
Shareholders who hold their shares on an account directly with Euroclear Sweden, a CSD-account (Sw: VP-konto), or Euronext Securities Copenhagen, at 11.59 pm CET on the date of registration will prior to the annual general meeting be included in the register of shareholders kept by Euronext Securities Copenhagen as at 11.59 pm CET on the date of registration and do not have to perform any registration regarding voting rights.
Registration process for voting rights – Nominee-registered holders
To be registered and entitled to vote at the general meeting, shareholders who hold shares via a nominee must act in accordance with the instructions set out below:
Nominee-registered shareholders must request that the nominee register their shares temporarily in their own name in the register of shareholders kept by Euronext Securities Copenhagen. The request for registration of voting rights shall be submitted to the nominee in sufficient time to allow the registration to be effective and completed at Euronext Securities Copenhagen in due time before end of business on Tuesday 17 March 2026.
Attendance together with an adviser
Shareholders may attend the general meeting electronically together with an adviser, provided both have taken out an admission card no later than Friday 20 March 2026 at 11.59 pm CET.
Voting by proxy / absentee votes
If your shares are held through Euronext Securities Copenhagen (i.e. are tradeable on Nasdaq Copenhagen)
If you do not wish to or are unable to attend the general meeting electronically, you may exercise your rights by completing the proxy/absentee vote form enclosed as Schedule 5 to this notice or via the Euronext InvestorPortal through the following link: https://investor.vp.dk/ip/ctrl/portal/Frontpage.do?command=&asident=22093. The completed proxy/absentee vote form must be submitted to and received by Euronext Securities Copenhagen (by e-mail to CPH-investor@euronext.com or by ordinary mail to Euronext Securities Copenhagen, Nicolai Eigtveds Gade 8, 1402 Copenhagen K, Denmark) no later than by Friday 20 March 2026 at 11:59 pm CET.
If your shares are held through Euroclear Sweden (i.e. are tradeable on Nasdaq Stockholm)
If you do not wish to or are unable to attend the general meeting electronically, you may exercise your rights by completing the proxy/absentee vote form enclosed as Schedule 5 to this notice. The completed proxy/absentee vote form must be submitted to and received by Euronext Securities Copenhagen (by e-mail to CPH-investor@euronext.com or by ordinary mail to Euronext Securities Copenhagen, Nicolai Eigtveds Gade 8, 1402 Copenhagen K, Denmark) no later than by Friday 20 March 2026 at 11:59 pm CET. Your voting rights will be based on the records of your shareholdings in the register of shareholders kept by Euronext Securities Copenhagen on the registration date (17 March 2026 at 11.59 pm CET), based on the data/records of Euroclear Sweden submitted to Euronext Securities Copenhagen before the annual general meeting (as reconciled with the share register and data maintained by Euronext Securities Copenhagen as at 11.59 pm CET on the date of registration).
On the proxy/absentee vote form shareholders can choose to:
- Vote by post (please note, that a vote by post cannot be withdrawn after it has been received by Euronext Securities Copenhagen);
- Grant a proxy to a named third party; or
- Grant a proxy to the Chair of the Board of Directors (votes will be cast in accordance with the recommendations of the Board of Directors).
Processing of personal data
For information on how your personal data is processed by VP Securities A/S (Euronext Securities Copenhagen) see:
www.euronext.com/en/post-trade/euronext-securities/copenhagen/legal-framework/processing-personal-data
For information on how your personal data is processed by Euroclear Sweden, see:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Language
The general meeting will be conducted in the English language without any simultaneous translation being offered.
The following schedules are enclosed to this notice:
Schedule 1 – Better Collective Annual Report 2025
Schedule 2 – Remuneration Report
Schedule 3 – Draft articles of association (redline)
Schedule 4 – Registration form
Schedule 5 – Proxy/absentee vote form
Copenhagen, 2 March 2026
On behalf of the Board of Directors
Jens Bager, Chair of the Board of Directors
Enquiries regarding this announcement should be addressed to
VP of Investor Relations & Corporate Communications Mikkel Munch-Jacobsgaard, investor@bettercollective.com
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