Release of the Nomination Committee's proposal to the annual general meeting 2025

Regulatory release 11/2025
 
The Nomination Committee composed of Søren Jørgensen (Chair); appointed by co-founder Jesper Søgaard, Troels Bisgaard Vig appointed by co-founder Christian Kirk Rasmussen, Anders Lund; appointed by BLS Capital Fondsmæglerselskab A/S and Jens Bager; Chair of Better Collective’s Board of Directors, present the following proposals:
 

• That Andreas Nielsen, Partner at Bech-Bruun, is appointed Chair of the general meeting.
• That the Board of Directors shall be comprised of seven (7) board members.
• That the following members of the Board of Directors shall be re-elected, Jens Bager (also to be reelected as Chair of the Board of Directors), Therese Hillman (also to be reelected as Vice Chair of the Board of Directors), Todd Dunlap, Leif Nørgaard, Britt Boeskov and René Rechtman (noting that Petra von Rohr is not up for re-election).
• That Thomas Plenborg shall be elected as a new member of the Board of Directors
• That the Company grants 25,000 stock options to Thomas Plenborg without consideration. The stock options shall be subject to customary terms and conditions to be set out in a separate stock option agreement. The grant date will be 7 March 2025 and the stock options shall be subject to a three year vesting period from 7 March 2025 to 7 March 2028, with the vesting date being the date falling two weeks after the publication of the 2027 annual report (expectedly in March 2028). The exercise price shall be SEK 115 or DKK 78.2, corresponding to the share trading price as of market close on 7 March 2025.
• That the general meeting approves an annual remuneration of EUR 141,750 (EUR 141,750 in the previous year) for the Chair of the Board of Directors, EUR 94,500 (EUR 94,500 in the previous year) for the Vice Chair of the Board of Directors, and an annual remuneration of EUR 47,250 (EUR 47,250 in the previous year) for each of the other members of the Board of Directors until the next annual general meeting.
• That the remuneration to the Audit Committee and the Remuneration Committee, respectively, is the same as last year. Accordingly, the remuneration of the Chair of the Audit Committee is proposed to be EUR 32,200, and the annual remuneration for Audit Committee members of EUR 16,100. The remuneration of the Chair of the Remuneration Committee is EUR 32,200 and the annual remuneration for Remuneration Committee members is EUR 10,750.
• That, in accordance with the Audit Committee’s recommendation, remuneration to Ernst & Young Godkendt Revisionspartnerselskab shall be paid in accordance with an approved account.
• That, in accordance with the Audit Committee’s recommendation, Ernst & Young Godkendt Revisionspartnerselskab is re-elected as auditor and that the audit assignment also includes the issue of an assurance report on the sustainability reporting in the management review until the close of the next annual general meeting.

 
The work of the Nomination Committee and reasoned opinion regarding the Nomination Committee’s proposal for the Board of Directors
According to the instruction and rules of procedure for the Nomination Committee adopted at the extraordinary shareholders’ meeting held on May 18, 2018, the Nomination Committee shall consist of four members representing the three largest shareholders as per the end of August, together with the Chair of the Board of Directors. The Nomination Committee has been formed in accordance with the instructions and the composition of the Nomination Committee was announced on October 11, 2024.
 
The Nomination Committee has held three meetings. The Nomination Committee has been presented with the Board of Director’s self-assessment, which was performed and presented by an external consultant based on a questionnaire. The Nomination Committee was also presented with the Board’s view on future challenges to the Board and the company. The Nomination Committee has further interviewed all members of the Board of Directors. The Nomination Committee motivates its proposal for the Board of Directors as follows:
 

• The Nomination Committee has aspired to present at the annual general meeting a proposal which includes persons with appropriate experience and competence in fields that are crucial to the company. Diversity as regards to age, gender, education, professional background and other factors have been taken into account. Better Collective has applied a diversity policy, in compliance with relevant regulations as well as rule 4.1 of the Swedish Corporate Governance Code (the “Code”), when compiling its proposal for the Board of Directors. The Nomination Committee has also assessed the size of the Board and any possible need for renewal. The Nomination Committee has finally also considered the requirements regarding independency in the Code.
• The Nomination Committee believes that the proposed Board of Directors has the qualifications, experience and breadth appropriate to Better Collective’s operations, phase of development and other relevant circumstances. In the Nomination Committee’s opinion, all proposed board members, except for Britt Boeskov, are to be considered as independent in relation to the company, its management, and major shareholders. Britt Boeskov is not considered independent in relation to the company.

 
With reference to the Company’s regulatory release no. 2/2025 of 19 February 2025, the Company intends to align itself with the Danish recommendations on corporate governance in connection with the coming annual general meeting. As part of that alignment, it is proposed the Nomination Committee in its current form (which is organised in accordance with the Code) be dissolved (and the relevant articles in the Company’s articles of association be deleted or amended accordingly). Following the annual general meeting, the Company’s board of directors intends to establish a new nomination committee in accordance with Danish recommendations and practices.
 
Information on the board members proposed for re-election can be found at Better Collective’s corporate website and in the 2024 annual report.
 
For further information, please contact:
Søren Jørgensen Chair of the Nomination Committee
Soren@emmamo.com