Notice to convene extraordinary general meeting
The board of directors of Better Collective A/S (the “Company”) hereby convenes an extraordinary general meeting to be held by electronic procedure on Tuesday 8 August 2023 at 2 p.m. CEST.
Regulatory release no. 31/2023
The extraordinary general meeting will be held as a completely 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.
- Election of members to the board of directors.
- Proposal on authorisation to the Chair of the meeting.
Re item 1. Appointment of Chair of the meeting
The nomination committee proposes that attorney-at-law Andreas Nielsen is appointed as Chair of the meeting. Accordingly, the board of directors will at the general meeting appoint Andreas Nielsen as Chair of the meeting in accordance with section 6.8.1 of the Company’s articles of association.
Re item 2. Election of members of the board of directors
Currently, the board of directors consists of following members:
- Jens Bager (Chair of the board of directors)
- Therese Hillman (Vice Chair of the board of directors)
- Klaus Holse
- Leif Nørgaard
- Petra Von Rohr
- Todd Dunlap
Klaus Holse has expressed a wish to step down as member of the board of directors with effect from the date of the extraordinary general meeting.
The nomination committee that has been composed of (i) Søren Jørgensen (Chair), appointed by Chr. Dam Holding ApS and J. Søgaard Holding ApS, (ii) Martin Jonasson, appointed by Andra AP Fonden also representing Tredje AP Fonden, (iii) Jesper Ribacka and (iv) Jens Bager, Chair of the board of directors, proposes election of Britt Boeskov and René Rechtman as new members of the Company’s board of directors.
The remaining members of the board of directors are not up for election at the extraordinary general meeting.
For an overview of the management level posts held by the nominated candidate, as in accordance with section 120(3) of the Danish Companies Act, please see the attached Schedule 1.
A statement issued by the nomination committee regarding the board of directors and the proposal of the nomination committee for the extraordinary general meeting 2023 is available on www.bettercollective.com.
Re Item 3. Proposal on authorisation to the Chair of the meeting
The board of directors proposes to authorise the Chair of the general meeting – with right of substitution – to file the resolutions passed with the Danish Business Authority and to make such amendments to the resolutions passed by the general meeting which the Danish Business Authority might demand as a condition to register the resolutions passed by general meeting.
Additional information
Adoption requirements
The approval of the board of directors’ proposals under agenda item 2 and 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 551,768,36 divided into 55,176,836 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 1 August 2023. Written questions with clear identification of the shareholder must be sent to [email protected] or by regular mail to Better Collective A/S, Sankt Annæ Plads 28, 1250 Copenhagen C, Denmark.
Furthermore, shareholders or proxies, present at the extraordinary general meeting, may ask questions to the board of directors and the executive management on the general 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 request an admission by submitting the registration form by email (scanned copy) to [email protected] or by regular mail to Better Collective, Sankt Annæ Plads 28, 1250 Copenhagen C, Denmark.
In each case no later than Friday 4 August 2023 at 11.59 pm.
The registration form is enclosed to this notice as Schedule 2 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 Euronext’s virtual general meeting portal, which can be accessed via a computer, tablet or smartphone using a web browser. The virtual general meeting portal provides the possibility of asking questions and voting (if required) during the general meeting. The shareholders who have registered to participate in the general meeting will receive further instructions on how to attend the general meeting electronically. The information from the Company will be submitted to the email address registered by the shareholder.
Registration Date
The shareholders’ right to attend and cast their votes at the extraordinary 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 1 August 2023 at 11.59 pm. Only shareholders holding shares on the registration date are entitled to attend and vote at the general meeting.
The number of shares held by each shareholder in the Company on the date of registration is calculated at 11.59 pm on the date of registration. The calculation will be based on the registration of shares in the register of shareholders kept by Euroclear Sweden, the register of shareholders and such duly documented notifications to the Company regarding the acquisition of shares that have not yet been recorded in the register of shareholders but have been received by the Company before 11.59 pm on the date of registration.
Information to shareholders who hold their shares through Euroclear Sweden AB
The following information is to shareholders who hold their shares through Euroclear Sweden AB (“Euroclear Sweden”).
In order to attend the extraordinary general meeting virtually and exercise your voting rights, you must register your voting rights in the register of shareholders kept by Euroclear Sweden and complete the registration form (see Schedule 2) in accordance with the instructions set out below.
If you want to exercise your voting right by proxy, you must also register your voting rights in the register of shareholders kept by Euroclear Sweden and complete the proxy-absentee vote form (see Schedule 3) 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) will automatically be included in the register of shareholders kept by Euroclear Sweden 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 the nominee to register their shares temporarily in their own name in the register of shareholders kept by Euroclear Sweden. 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 Euroclear Sweden in due time before Tuesday 1 August 2023 at 11.59 pm.
Attendance with an adviser
Shareholders may attend the general meeting electronically together with an adviser if they have taken out an admission card for themselves and the accompanying adviser no later than Friday 4 August 2023 at 11.59 pm.
Shareholders, who do not wish to or are unable to attend the general meeting electronically may exercise their rights by completing the proxy/absentee vote form enclosed as Schedule 3 to this notice.
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 the Company),
- Grant a proxy to a named third party or;
- Grant a proxy to the Chair of the board of directors (votes will be casted in accordance with the board of directors’ and the nomination committee’s recommendations).
Processing of 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
For information on how your personal data is processed by VP Securities A/S (Euronext Securities), see https://www.vp.dk/Legal-Framework/Personal-Data-Protection
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 – The management level posts held by the nominated candidates
Schedule 2 – Registration form
Schedule 3 – Proxy-absentee vote form
Copenhagen, 4 July 2023
On behalf of the board of directors
Jens Bager, Chair of the board of directors
