Thursday 4 December 2025 at 3:30 pm CET Holtedam 3 (Aage Louis-Hansen Auditoriet) Humlebæk, Denmark
Nynke
User, Peristeen® Light
To the shareholders of Coloplast A/S
11 November 2025
Notice of Annual General MeetingThe general meeting will be held on Thursday, 4 December 2025, at 3:30 pm CET at the premises of Coloplast A/S, Holtedam 3 in Humlebæk (the Aage Louis-Hansen Auditorium).
Coffee, tea, and cake will be served at the same location before the general meeting from 3:00 pm CET to 3:30 pm CET.
The general meeting, which is also transmitted via live webcast on the company's website, https://www.coloplast.com, will be held in Danish. The general meeting will be opened by the Chairman of the Board of Directors and will be chaired by a chairman appointed by the Board of Directors.
Agenda with complete proposalsReport by the Board of Directors on the activities of the company during the past financial year.
Presentation and approval of the audited annual report.
Resolution on the distribution of profit in accordance with the approved annual report.
Presentation and approval of the remuneration report.
Approval of the Board of Directors' remuneration for the current financial year.
The Board of Directors proposes that the general meeting approves the following remuneration to the members of the Board of Directors for the financial year 2025/26, which is unchanged compared to the financial year 2024/25:
Members of the Board of Directors: DKK 500,000 (base fee).
Chairman of the Board of Directors: DKK 1,500,000 (equivalent to 3x base fee).
Deputy Chairman of the Board of Directors: DKK 875,000 (equivalent to 1.75x base fee).
The Board of Directors has established an Audit Committee and a Remuneration and Nomination Committee. For the financial year 2025/26, the Board of Directors proposes the following fee to committee members for the additional duties associated with the committee work, which is unchanged compared to the financial year 2024/25:
A fee to each member of the Audit Committee of DKK 300,000 and a fee to the chairman of the Audit Committee of DKK 500,000.
A fee to each member of the Remuneration and Nomination Committee of DKK 200,000 and a fee to the chairman of the Remuneration and Nomination Committee of DKK 300,000.
In addition, the members of the Board of Directors are entitled to be reimbursed for certain expenses etc. as described in the company's remuneration policy.
Proposals from the Board of Directors or shareholders.
Update of the Remuneration Policy
The Board of Directors proposes that the company's remuneration policy is amended and major changes and clarifications are described below:
- Short-term incentive plan: Coloplast has updated the cap for variable pay under its short-term incentive plan so that members of the Executive Management may now receive an annual cash bonus of up to 150% of the fixed pay if certain KPIs are met, to reward short-term achievements aligned with the company's strategy. The cap has been updated to ensure that the company's executive remuneration remains competitive.
- Long-term incentive plan (PSUs): Coloplast has updated the long-term incentive ("LTI") plan to introduce the possibility for the Board of Directors to grant performance share units ("PSU"s) (in addition to stock options) and to amend the term for the stock options to up to eight years. Furthermore, the Policy has been updated to reflect the Board of Directors' method for assessing performance against the predetermined targets under the LTI plan. The updates have been made to provide the Board of Directors with greater flexibility in respect to the long-term remuneration of the Executive Management.
- Extraordinary awards: Coloplast has updated the cap on extraordinary awards to 100% of the individual Executive Management members' total remuneration package, except for extraordinary awards granted as a sign-on award to compensate for lost incentive remuneration from a former employer where the value of the extraordinary award should not exceed 300% of the Executive Management members' total remuneration package. The update has primarily been made to ensure that Coloplast is able to attract and retain qualified talent.
-
Deviations to the Remuneration Policy: Coloplast has updated the section on deviations to the Policy to include clarifications regarding which elements of the Policy the Board of Directors may deviate from under special circumstances.
The draft updated remuneration policy is accessible at the company website https://www.coloplast.com.
Election of members to the Board of Directors.
The Board of Directors proposes re-election of the following board members who are thus running for re-election:
Jette Nygaard-Andersen Niels Peter Louis-Hansen Annette Brüls
Carsten Hellmann Marianne Wiinholt
Lars Søren Rasmussen has decided not to seek re-election. The Board of directors proposes election of Niels B. Christiansen as a new member of the Board of Directors. Niels B. Christiansen has considerable executive management and board experience. Niels B. Christiansen is currently CEO and President of LEGO A/S, a role he has held since 2017. He has also been Chairman of the Board of Directors at Demant A/S since 2017. Niels B. Christiansen will bring extensive experience in a customer centric global business to the Board of Directors.
A more detailed description of the candidates' special competencies and independence as well as management positions in other companies and demanding organisational tasks is provided in Annex 1 to this notice and is also available on the company's website, https://www.coloplast.com. The information is also available upon request to the company's Investor Relations department by telephone +45 4911 1800.
Election of auditors.
The Board of Directors proposes re-election of EY Godkendt Revisionspartnerselskab ("EY") as recommended by the Audit Committee. The election applies to statutory financial reporting as well as assurance engagements relating to sustainability reporting. The Audit Committee's recommendation has not been influenced by any third party and has not been subject to any agreement with any third party under which the election of certain auditors or audit firms by the shareholders would be restricted.
Authorisation to the chairman of the annual general meeting.
The Board of Directors proposes that the general meeting authorises the chairman of the general meeting, with full right of substitution, to apply for registration of the resolutions passed and to make any such amendments thereto that the Danish Business Authority or other authorities may require or recommend as a condition for registration or approval, as well as to make and apply for registration of linguistic and other non-substantive adjustments to the company's articles of association.
Any other business.
No other proposals have been tabled by the Board of Directors or by shareholders for consideration at the general meeting.
Majority requirementThe adoption of the proposed resolutions under agenda items 2, 3, 4, 5, 6.1, 7, 8 and 9 requires a simple majority of votes pursuant to article 12 of the articles of association.
Shareholder informationThe total share capital of the company amounts to DKK 228,200,000, of which DKK 18,000,000 are A-shares divided into shares of DKK 1 each or multiples thereof, and DKK 210,200,000 are B-shares divided into shares of DKK 1 each.
A shareholder's right to attend and vote at the general meeting is determined by the shares held by the shareholder on the record date, which is Thursday, 27 November 2025.
Each A-share of DKK 1 entitles the holder to ten votes, and each B-share of DKK 1 entitles the holder to one vote.
Any shareholder, attending the general meeting, may submit questions to the management at the general meeting. Questions regarding the agenda and other documents for the use of the general meeting may also be submitted in writing and is requested to be received by the company no later than one week prior to the date of the general meeting. Written questions must clearly identify the shareholder and be sent by email to dkkhu@coloplast.com and dkammi@coloplast.com or by ordinary mail to Coloplast A/S, Holtedam 1, 3050 Humlebæk, Denmark, marked "Investor Relations".
The following information will be available in the "Investor Relations" section on the company's website, https://www.coloplast.com, as of Tuesday, 11 November 2025:
The notice convening the general meeting, including agenda and complete proposals.
The total number of shares and voting rights as of the date when the general meeting is convened, including the total number for each share class.
The annual report for 2024/25.
The remuneration report for 2024/25.
The draft updated remuneration policy.
Forms to be used for voting by proxy and postal voting.
The notice convening the general meeting, including the complete proposals for consideration at the general meeting has on Tuesday, 11 November 2025, also been sent to any shareholder registered in the shareholders register who has so requested. Furthermore, a registration form and a proxy and postal voting form are attached to the notice.
Payment of dividendsDividends approved at the general meeting will be at the disposal of the shareholders on Tuesday, 9 December 2025, through the account-holding bank Nordea.
See page 6 of the 2024/25 Annual Report for additional information about dividends.
Admission cardsAdmission cards will be issued to anyone who, according to the shareholders' register, is registered as a shareholder on the record date Thursday, 27 November 2025, or from whom the company has received due notice as of the record date for entry into the shareholders' register.
Any shareholder who has requested an admission card by Monday, 1 December 2025, at 11.59 pm CET at the latest is entitled to attend the general meeting. Shareholders who have issued a proxy or voted by postal vote may also attend the general meeting if they request an admission card within the deadline.
Admission cards for the general meeting may be requested:
Online through the Shareholder Portal in the "Investor Relations" section on the company's website, https://www.coloplast.com. Requested admission cards will be sent by email to the email address registered in the Shareholder Portal when registering for the general meeting.
Or
By sending a completed and signed registration form (that was attached to the notice) by email to gf@computershare.dk or by ordinary mail to Computershare A/S, Lottenborgvej 26, 2800 Kgs. Lyngby, Denmark. Shareholders may also use the registration form available in the "Investor Relations" section on the company's website, https://www.coloplast.com. Please note the delivery time of the postal services if the registration form is sent by ordinary mail. Admission cards requested using the registration form can be collected at the entrance to the general meeting upon presentation of valid photo ID.
Or
By contacting Computershare A/S by telephone +45 4546 0997 (weekdays from 9:00 am to 3:00 pm CET).
Please note that admission cards will not be sent by ordinary mail. Shareholders who have registered for the general meeting in due time, i.e. by Monday, 1 December 2025 at 11:59 pm CET at the latest, will be admitted to the general meeting upon presentation of the following at the entrance:An electronic admission card on a smartphone/tablet or a printout of the admission card if the shareholder has registered for the general meeting through the Shareholder Portal on the company's website.
Or
Valid photo ID if the shareholder has registered for the general meeting by sending the registration form or by telephone.
Shareholders will receive a voting form at the entrance to the general meeting.
Shareholders who have submitted a proxy to the Chairman of the Board of Directors by use of the proxy form (attached to the notice) or submitted a postal vote may attend the general meeting if the shareholder registers for admission in due time by applying the registration form.
The shareholder or a proxy holder may attend the general meeting accompanied by an adviser.
For questions concerning registration for the general meeting or use of the Shareholder Portal, please contact Computershare A/S by telephone +45 4546 0997 (weekdays from 9:00 am to 3:00 pm CET).
Voting by proxyVoting rights may be exercised through a proxy, who must present a written and dated power of attorney appointing the proxy. Such power of attorney cannot be issued for periods exceeding one year.
Proxies must be nominated by Monday, 1 December 2025, 11:59 pm CET at the latest either:
Via the Shareholder Portal in the "Investor Relations" section on the company's website, www.colo-plast.com.
Or
By sending a completed and signed proxy and postal voting form (that was attached to the notice) by email to gf@computershare.dk or by ordinary mail to Computershare A/S, Lottenborgvej 26, 2800 Kgs. Lyngby, Denmark. Shareholders may also use the proxy and postal voting form available in the "Investor Relations" section on the company's website, https://www.coloplast.com. Please note the delivery time of the postal services if the proxy form is sent by ordinary mail.
Proxies may be revoked at any time.
Postal voteShareholders may vote by postal vote on the items on the agenda. Postal votes must be received by Computershare A/S on Wednesday, 3 December 2025, at 9:00 am CET at the latest. Postal votes may be cast either:
Via the Shareholder Portal in the "Investor Relations" section on the company's website, https://www.coloplast.com.
Or
By sending a completed and signed proxy and postal voting form (that was attached to the notice) by email to gf@computershare.dk or by ordinary mail to Computershare A/S, Lottenborgvej 26, 2800 Kgs. Lyngby, Denmark. Shareholders may also use the proxy and postal voting form available in the "Investor Relations" section on the company's website, https://www.coloplast.com. Please note the delivery time of the postal services if the postal voting form is sent by ordinary mail.
Postal votes cannot be withdrawn.
Processing of personal dataThe company processes personal data about its shareholders in compliance with the Danish Companies Act for the purposes of maintaining the company's shareholders register and sending convening notices and other communication. The following data is processed: names, addresses, contact details, securities account numbers/VP numbers, shareholdings and participation in events. You can read more about how Coloplast processes personal data on our website: https://www.coloplast.com/legal-information/investors-data-privacy/.
TransportThe company will arrange bus transportation from Humlebæk train station to Coloplast and back to the station. Information about departure times is provided together with the attached driving directions.
The Board of Directors
Annex 1 Candidates for the Board of DirectorsJette Nygaard-Andersen (57) Chairman Joined the Board in 2015, considered an independent Board member. Chairman of the Remuneration and Nomination Committee and Member of the Audit Committee. No other board and management positions. Jette Nygaard-Andersen has considerable international executive management and board experience within global technology-enabled consumer businesses including global medtech, media and entertainment, leisure, retail and digital growth businesses. She brings significant expertise in go-to-market strategies, transformation, optimization of the customer experience and engagement in customer centric businesses, technology & digital competency areas and with M&A. Over the years, Jette has worked within both global large scale companies as well as with digital growth start-ups, helping them scale globally. Jette was most recently CEO of FTSE50 company Entain plc from 2021-2024 based in London and spend 16 years in CEO roles at MTG AB based primarily in Stockholm and London. Prior to this, Jette worked at Accen- ture Inc and Maersk AS. | Niels Peter Louis-Hansen (78) Deputy Chairman Joined the Board in 1968, not considered an independent Board member. Member of the Remuneration and Nomination Committee. Other board and management positions:
Through decades of board work, Niels Peter Louis-Hansen has gained in-depth knowledge of the industries in which Coloplast operates, its dynamics and key players as well as deep insight into strategy development. Furthermore, Niels Peter Louis-Hansen is a key contributor to preserving the Coloplast-culture. |
Annette Brüls (54) Joined the Board in 2021, considered an independent Board member. Member of the Remuneration and Nomination Committee. Other board and management positions:
Annette Brüls has considerable executive management experience within global medical device businesses. In 2024 she was appointed Corporate Vice President EMEACLA for Edwards Lifesciences, a global leader in patient-focused medical innovations for structural heart disease, as well as critical care and surgical monitoring. Before that Annette Brüls was CEO of Medela AG. Annette Brüls has also spent 11 years with Medtronic holding several senior leadership positions in both Europe and the US. Annette Brüls has in-depth knowledge and understanding of product development and commercialization within the medtech industry and in particular in chronic disease management, including digital services and value-based healthcare models. | Carsten Hellmann (61) Joined the Board in 2017, considered an independent Board member. Member of the Audit Committee. Other board and management positions:
Carsten Hellmann has considerable executive management experience. From 2016 to 2023, Carsten Hellmann was the President & CEO in ALK-Abelló A/S. Carsten Hellmann has extensive experience in product development and international commercialization within highly regulated industries as well as M&A activities, including post integration. |
Marianne Wiinholt (60) Joined the Board in 2020, considered an independent Board member. Chairman of the Audit Committee. Other board and management positions:
Marianne Wiinholt has considerable executive management experience. From April 2022, Marianne Wiinholt has acted as CFO in WS Audiology A/S which was formed in 2019 through the merger of Sivantos and Widex. Previously, Marianne Wiinholt acted as CFO in Ørsted A/S. Marianne Wiinholt has extensive experience within finance and accounting and considerable knowledge and experience in leading, driving and delivering a sustainability agenda on a global scale. | Niels B. Christiansen (59) New board member, considered an independent board member. Other board and management positions:
Niels B. Christiansen has considerable executive management and board experience. Niels B. Christiansen is currently CEO and President of LEGO A/S, a role he has held since 2017. Prior to this he was the CEO of Danfoss from 2008 to 2017. He has been Chairman of the Board of Directors of Demant A/S since 2017. Niels B. Christiansen has extensive leadership experience in major, global, high-tech, consumer goods and industrial enterprises as well as significant insight into industrial policy and sustainability/ESG. |
(C) Chairman - (DC) Deputy Chairman - (BM) Board Member
Bus transportationIn connection with the general meeting on Thursday, 4 December 2025, there will
be busses driving approximately every 10 minutes from Humlebæk train station (country side) to Coloplast and return at the following times:
From Humlebæk Station to Coloplast:
2 pm until 3:30 pm
From Coloplast to Humlebæk Station:
At the end of the general meeting approximately at 4:30 pm until 5.30 pm
The bus is parked in the square west of the railway at Humlebæk station (at Humlebæk Center).
Driving directionsBy car from Copenhagen drive the E47 to Helsingør. Leave the motorway at exit 5 and turn right. At the first intersection turn right at Hørsholmvej.
The general meeting will be held in the auditorium at Holtedam 3, this is the second road on the right after the intersection.
The Coloplast story begins back in 1954. Elise Sørensen is a nurse. Her sister Thora has just had an ostomy operation and is afraid to go out in public, fearing that her stoma might leak. Listening to her sister's problems, Elise conceives the idea of the world's first adhesive ostomy bag.
Based on Elise's idea, Aage Louis-Hansen, a civil engineer and plastics manufacturer, and his wife Johanne Louis-Hansen, a trained nurse, created the ostomy bag. A bag that does not leak, giving Thora - and thousands of people like her - the chance to live the life they want.
A simple solution that makes a difference.
Today, the Coloplast Group develops products and services that help millions of people live more independent lives through solutions tailored to their needs. Globally, our business areas include Ostomy Care, Continence Care, Voice & Respiratory Care, Wound & Tissue Repair, and Interventional Urology.
The Coloplast logo is a registered trademark of Coloplast A/S. © 2025-11. All rights reserved Coloplast A/S, 3050 Humlebaek, Denmark.
Coloplast A/S Holtedam 1
3050 Humlebaek
Denmark Company registration (CVR) No. 69 74 99 17
Attachments
- Original document
- Permalink
Disclaimer
Coloplast A/S published this content on November 11, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on November 11, 2025 at 10:06 UTC.
