Notice to convene Extraordinary General Meeting
Summary by AI BETAClose X
The Board of Directors of Better Collective A/S (the “Company”) hereby convenes an Extraordinary General Meeting to be held by electronic procedure on Friday 9 January 2026 at 2:30 pm CET.
Regulatory release no. 61/2025
The Extraordinary 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 the Chair of the general meeting.
- Proposal on reduction of the Company’s share capital by cancellation of treasury shares.
- Proposal on authorisation to the Chair of the meeting.
Re. item 1. Appointment of the Chair of the general meeting.
The Board of Directors will appoint attorney Andreas Nielsen as chair of the extraordinary general meeting.
Re item 2. Proposal on reduction of the Company’s share capital by cancellation of treasury shares.
As of 16 December 2025, the Company has through its share buy-back programmes (a) commenced on 19 February 2025 and completed on 22 April 2025, (b) commenced on 22 May 2025 and completed on 27 August 2025 and (c) commenced on 27 August 2025 (ongoing), acquired a total of nominally EUR 32,040.20 shares, representing 5.17% of the Company’s outstanding share capital. The purpose of the share buy-back programmes has, among other things, been to optimise and improve the capital structure of the Company by reducing the capital. See also the Company’s regulatory releases no. 3/2025, 20/2025 and 38/2025.
The Board of Directors proposes that the Company’s share capital be reduced by a nominal amount of EUR 32,040.20 by cancellation of 3,204,020 treasury shares of EUR 0.01 each, equal to approximately 5.17% of the Company’s total share capital. The purpose of the reduction is to cancel all of the Company’s portfolio of treasury shares held as of the date of this notice, cf. section 188 of the Danish Companies Act. According to the Danish Business Authority’s practice, this purpose may be compared to a capital reduction to be distributed to the shareholders, cf. section 188 (1)(2) of the Danish Companies Act. To that end, the Board of Directors states that the 3,204,020 treasury shares (nominally EUR 32,040.20 shares) that are proposed to be cancelled have been acquired in the period between 19 February 2025 to and including 16 December 2025 for a total amount of EUR 43,126,109.20, based on an SEK to EUR exchange rate of 9.139, meaning that in addition to reduction of nominally EUR 32,040.20 shares, an amount of EUR 43,094,069.00 has been distributed to the shareholders.
Following the capital reduction, the Company’s nominal share capital will be EUR 587,548.50.
As a result of the capital reduction, the Board of Directors proposes that article 3.1 of the articles of association be amended to read as follows after expiry of the time limit prescribed in section 192 (1) of the Danish Companies Act:
“The share capital of the Company amounts to EUR 587,548.50 and is divided into shares of EUR 0.01 each or multiples thereof. The share capital is paid in full.”
A draft of the proposed new articles of association (redline against the current articles) is enclosed with this notice as Schedule 1.
Before the capital reduction is implemented, the Company’s creditors will, through the IT system of the Danish Business Authority (Erhvervsstyrelsen), be requested to file their claims within four weeks in accordance with section 192(1) of the Danish Companies Act. The implementation of the capital reduction and the resulting amendment to the Articles of Association will be finally registered upon the expiry of the time limit.
In accordance with section 156(2)(i)-(iii), cf. section 185 of the Danish Companies Act, the following documents are enclosed with this notice as Schedules 2-4: (a) the most recently approved Annual Report, (b) a report from the Board of Directors, and (c) a statement from the auditor on the Board of Directors’ report. The documents are also available on the Company’s website.
Re item 3. 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’ proposal under agenda item 2 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. Approval of the Board of Directors’ proposal under agenda item 3 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 619,588.70 divided into 61,958,870 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 extraordinary meeting may be submitted in writing and must be received by the Company no later than Friday 2 January 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 extraordinary meeting.
Admission to the general meeting and granting of proxy
The extraordinary 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:
a) 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
b) 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 Monday 5 January 2026 at 11:59 pm CET.
The registration form is enclosed with this notice as Schedule 5 and is also available on the website of the Company, www.bettercollective.com.
Attending the general meeting electronically
Electronic participation in the extraordinary general meeting will take place through the VGM portal (https://bcegm2026.portal.vp.dk/logon/), which can be accessed via a computer, tablet or smartphone using a web browser (subject to the timely registration of attendance as described above). It provides the possibility of asking questions and voting (if required) during the general meeting.
Registration Date
The shareholders’ right to attend and cast their votes at the general meeting is determined on basis of the number of shares held by the shareholders on the expiry of the date of registration on Friday 2 January 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 extraordinary 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 extraordinary 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 6) 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 extraordinary 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 Friday 2 January 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 Monday 5 January 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 6 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 Monday 5 January 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 6 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 Monday 5 January 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 (2 January 2026 at 11.59 pm CET), based on the data/records of Euroclear Sweden submitted to Euronext Securities Copenhagen before the extraordinary 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:
- i) Vote by post (please note, that a vote by post cannot be withdrawn after it has been received by Euronext Securities Copenhagen);
- ii) Grant a proxy to a named third party; or
- iii) 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 and the nomination committee).
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 – Draft articles of association (redline)
Schedule 2 – Better Collective Annual Report 2024
Schedule 3 – Report by the Board of Directors
Schedule 4 – Statement by the auditor on the Board of Directors’ report
Schedule 5 – Registration form
Schedule 6 – Proxy/absentee vote form
Copenhagen, 17 December 2025
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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