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
1. Appointment of Chair of the general meeting.
2. The Board of Directors' report on the activities of the Company during the past financial year.
3. Presentation of the audited annual report and the consolidated financial statements for adoption.
4. Proposal by the Board of Directors concerning the appropriation of profits or covering of losses as recorded in the approved annual report.
5. Resolution to grant discharge of liability to members of the Board of Directors and the executive management.
6. Election of members of the Board of Directors, including the Chair and Vice Chair of the Board of Directors.
7. Presentation of the remuneration report for the most recent financial year for advisory vote.
8. Approval of the Board of Directors' remuneration for the current financial year.
9. Election of auditor and determination of remuneration for the auditor.
10. Any proposals from the Board of Directors or the shareholders.
a. Proposal to amend section 2.1 of the Company's articles of association.
b. Proposal to amend section 3.6 of the Company's articles of association.
c. Proposal to amend section 6.3.1 of the Company's articles of association.
d. Proposal to renew the Board of Directors' authorizations to:
i. Increase the share capital of the Company.
ii. Acquire treasury shares.
iii. Increase the share capital of the Company by issue of convertible loan instruments.
e. Indemnification scheme.
i. Adoption of indemnification scheme, including proposal to amend the articles of association and update the remuneration policy as a consequence of the indemnification scheme.
11. Proposal on authorisation to the Chair of the meeting.
Re item 1. Appointment of Chair of the general 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. 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 2023 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 EURm 39.8 is transferred to the Company's reserves and that no dividend is paid out for the financial year 2023.
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 following members:
• Jens Bager (Chair of the Board of Directors)
• Therese Hillman (Vice Chair of the Board of Directors)
• René Efraim Rechtman
• Leif Nørgaard
• Britt Ingrid Boeskov
• Petra Von Rohr
• Todd Dunlap
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) Michael Knutsson, appointed by Knutsson Holdings AB and (iv) Jens Bager, Chair of the Board of Directors, proposes re‐election of all existing Board Members elected by the general meeting, including re-election of Jens Bager as Chair of the Board of Directors and Therese Hillman 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 page 39 of the annual report.
A statement issued by the Nomination Committee regarding the Board of Directors and the proposals of the Nomination Committee for the annual general meeting 2024 is available on www.bettercollective.com.
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 2023 (enclosed as Schedule 2 to this notice).
The Board of Directors proposes an advisory vote on the remuneration report 2023 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 nomination committee proposes that the general meeting approves an annual remuneration of EUR 141,750 (EUR 135,000 in the previous year) for the Chair of the Board of Directors, EUR 94,500 (EUR 90,000 in the previous year) for the Vice Chair of the Board of Directors, and an annual remuneration of EUR 47,250 (EUR 45,000 in the previous year) for each of the other members of the Board of Directors until the next annual general meeting.
Furthermore, the Nomination Committee proposes that the general meeting approves an annual remuneration of EUR 32,200 (EUR 13,500 in the previous year) for the Chair position in the Audit Committee. The remuneration of the Chairman of Remuneration Committee EUR 21,500 (EUR 13,500 in the previous year). An annual remuneration of EUR 16,100 (EUR 6,750 in the previous year) for a regular membership of the Audit Committee and an annual remuneration of EUR 10,750 (EUR 6,750 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 Nomination Committee 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 Revisionspartnerselskabs 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 section 2.1 of the Company's articles of association
In light of the Company's activities the Board of Directors proposes that the general meeting adopts to amend the Company's objects, by replacing the existing wording in section 2.1 of the Company's articles of association with the following:
"The Company's objects are to engage in business activities within digital sports media as well as any other business activities related thereto as determined by the Board of Directors. The Company may have interests in other companies or businesses within the same areas of business as a shareholder."
Re item 10b). Proposal to amend section 3.6 of the Company's articles of association
The Board of Directors proposes that the general meeting adopts to amend section 3.6 of the Company's articles of association by replacing Euroclear Sweden with VP Securities A/S as the new keeper of the Company's register of shareholders. The revised wording is included in the draft articles of association enclosed as Schedule 3 to this notice.
Re item 10c). Proposal to amend section 6.3.1 of the Company's articles of association
The Board of Directors proposes that the general meeting adopts to amend section 6.3.1 of the Company's articles of association, so future general meetings are only held in Greater Copenhagen. The revised wording is included in the draft articles of association enclosed as Schedule 3 to this notice.
Re item 10d 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 the annual general meeting to be held in 2025 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 125,799.01 corresponding to 20% of the existing 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 in the Company, (iii) make it possible to procure capital in the future.
Re item 10d 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 62,899.50 treasury shares corresponding to 10% of the existing share capital in the period until the annual general meeting to be held in 2025.
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 10d 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 the annual general meeting to be held in 2025 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 62,899.50, corresponding to 10% of the existing 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 10e i). Adoption of indemnification scheme
A statement on indemnification of Board and management members in Danish limited liability companies has been issued by the Danish Business Authority on 13 April 2023. Based on the company's review, the Board of Directors proposes that the annual general meeting adopts a scheme for indemnification of the members of the Board and Directors on the following terms and conditions (the "Scheme"):
Basis and purpose - Whereas it is the company's policy to take out appropriate and customary directors' and officers' liability insurance for members of the Board and Directors, experience shows that it is necessary to offer additional coverage for potential D&O liability in order to attract and retain qualified members of the Board and Directors, particularly individuals accustomed to common law liability regimes, in consideration of the business and the risks associated with the position as member of the Board of Directors of Better Collective. Furthermore, the Company's operations comprise certain activities, which may imply special responsibilities and increased risk exposure for the members of the Board and Directors, particularly in certain foreign jurisdictions. Accordingly, it is considered in the best interest of Better Collective and its shareholders that members of the Board and Directors are offered indemnification against claims raised by third parties supplemental to the Company's D&O liability insurance as further outlined below.
It has been duly considered if the Scheme would imply adverse effects for the Company and its shareholders, including if the Scheme would result in excessive and/or hazardous risk-taking behaviour by the members of the Board and Directors and/or if the Scheme would be redundant if Better Collective increased the coverage under the D&O liability insurance. Better Collective has assessed that such alternative increase of the D&O liability insurance coverage would not be commercially viable, and thus not in the interest of the Company and its shareholders. Furthermore, the Scheme is deemed not to encourage members of the Board and Directors to act differently than if the D&O liability insurance coverage would be increased.
Covered individuals - The Scheme shall be for the sole benefit of the current and future members of the Board of Directors of the Company. No third party shall be entitled to rely on or derive any benefits from the Scheme or have any recourse against the company on account of the Scheme.
Scope - Under the Scheme, the Company shall indemnify and hold harmless a member of the Board and Directors, to the fullest extent permitted by applicable law, from and against any losses incurred by such member of the Board and Directors arising out of any actual or potential claims, including any costs, expenses and potential tax liabilities associated therewith, raised by any third party (other than Better Collective group companies) against a member of the Board and Directors based on such member of the Board and Directors discharge of his/her duties as member of the Board and Directors.
Indemnification of members of the Board and Directors under the Scheme is not conditioned on coverage under the D&O liability insurance and shall be secondary to coverage under the D&O liability insurance, as applicable from time to time, and other indemnification sources, if any, i.e., Better Collective shall not provide indemnification under the Scheme before coverage under the D&O liability insurance and indemnification available from any other source are exhausted. Accordingly, the Scheme may provide coverage for losses which are not covered wholly or partly under the D&O liability insurance, as applicable from time to time. Such secondary coverage does not imply an obligation on Better Collective to exhaust any and all opportunities to relief members of the Board and Directors from liability and does not prevent Better Collective from covering members of the Board and Directors legal defence costs related to potential liability based on a member of the Board and Directors discharge of his/her duties as member of the Board and Directors.
Covered conduct - Under the Scheme, indemnification shall apply to any losses incurred by a member of the Board and Directors arising out of and/or based on such member of the Board and Directors discharge of his/her duties as member of the Board of Directors of Better Collective. Any and all losses relating to liability incurred by a member of the Board and Directors arising out of such member of the Board and Directors fraud, sanctioned offences under applicable criminal law or deliberate criminal acts, improper acts and omissions (in Danish "utilbørlige dispositioner"), wilful misconduct or, to the extent not indemnifiable under Danish law, gross negligence are excluded from indemnification under the Scheme.
Term and covered claims - The Scheme shall apply until amended or revoked by the general meeting of Better Collective. Subject to the Scheme's terms and conditions, this Scheme covers claims made against a member of the Board and Directors arising out of or originates from facts or circumstances prior to the expiry of the term of the Scheme. Claims for indemnification must be notified in writing by a member of the Board and Directors to Better Collective as soon as reasonably possible after the member of the Board and Directors receipt of the claim and no later than 10 years after the expiry of the Scheme's term.
Implementation, administration and authority - For the purpose of implementing the Scheme, the Board of Directors shall stipulate the procedural and administrative provisions and other necessary regulations governing the Scheme. In order to eliminate potential conflicts of interests, the Scheme shall be administered by one or more individuals considered independent from the Board of Directors in respect of the Scheme. Furthermore, indemnification of a member of the Board and Directors loss under the Scheme shall always be subject to a legal opinion from a reputable law firm setting out that the claim concerned is covered by the Scheme. Better Collective's obligation to indemnify members of the Board and Directors under the Scheme shall be capped at a market consistent level in due consideration of the activities and risk profile of Better Collective. All claims for indemnification, including if the conduct of a member of the Board and Directors is covered by the Scheme, shall be processed and decided in accordance with Danish law. For the purpose of establishing an indemnification scheme for the Executive Board, the Board of Directors stipulates the terms and conditions applicable to such indemnification scheme within the framework of the Scheme applicable to the Board of Directors.
Amendment of the articles of association as a consequence of the indemnification scheme
To provide transparency in respect of the proposed indemnification scheme, the Board of Directors proposes to the general meeting that the following wording is included as a new article 15 in the Company's articles of association:
"The Company has established an indemnification scheme for members of the board of directors. Under the indemnification scheme, the Company shall indemnify members of the board of directors from and against any losses incurred by members of the board of directors arising out of any claims raised by any third party (other than Better Collective group companies) based on such members of the board of directors' discharge of their duties as members of the board of directors. Any losses relating to liability incurred by a member of the board of directors arising out of such member's fraud, sanctioned offences under applicable criminal law or deliberate criminal acts, improper acts and omissions (in Danish "utilbørlige dispositioner"), wilful misconduct or, to the extent not indemnifiable under Danish law, gross negligence are excluded from indemnification under the Scheme. Indemnification under the scheme shall be secondary to coverage from other sources of indemnification or coverage of liability and is not conditioned on coverage under the directors' and officers' liability insurance, as applicable from time to time. Accordingly, the Company may indemnify for losses which are not covered wholly or partly by the directors' and officers' liability insurance. The board of directors stipulates provisions on the implementation and administration of the indemnification scheme."
Update of the remuneration policy (indemnification scheme)
The Board of Directors proposes that the Company's remuneration policy is amended, so that the indemnification scheme applicable to members of the Board of Directors of Better Collective, is included in the remuneration policy. The draft updated remuneration policy is accessible at the company's website, https://bettercollective.com/policies/.
Additional information
Adoption requirements
The approval of the Board of Directors' proposals under agenda items 10a to 10e 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, except for item 10d ii), which can be adopted by simple majority.
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 628,995.05 divided into 62,899,505 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 Monday 15 April 2024. 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 an electronic general meeting without the possibility of physical attendance.
A shareholder or proxy wishing to attend the general meeting must
a) notify its attendance via VGM Portal at https://bettercollectivegm.portal.vp.dk/logon/; or
b) request an admission card by submitting the registration form by email (scanned copy) to agm@bettercollective.com or by regular mail to Better Collective, Sankt Annæ Plads 28, 1250 Copenhagen K
In each case no later than Thursday 18 April 2024 at 11.59 pm.
The registration form is enclosed to 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 Annual General Meeting will take place through the VGM portal, which can be accessed via a computer, tablet or smartphone using a web browser. It provides the possibility of asking questions and voting (if required) during the AGM.
Registration Date
The shareholders' right to attend and cast their votes at the AGM is determined on basis of the number of shares held by the shareholders on the expiry of the date of registration on Monday 15 April 2024 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 AB and Euronext Securities Copenhagen, 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 annual general meeting 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 5) 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 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, will automatically be included in the register of shareholders kept by Euroclear Sweden AB and Euronext Securities Copenhagen 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 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 Wednesday 17 April 2024.
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 Thursday 18 April 2024 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 6 to this notice.
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 the Company),
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 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 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 - Annual report 2023
Schedule 2 - Remuneration Report
Schedule 3 - Draft articles of association (in clean and redline)
Schedule 4 - Draft remuneration policy (in clean and redline)
Schedule 5 - Registration form
Schedule 6 - Proxy-absentee vote form
Copenhagen, 25 March 2024
On behalf of the Board of Directors
Jens Bager, Chair of the Board of Directors
Enquiries regarding this announcement should be addressed to
Director of Investor Relations & Corporate Communications Mikkel Munch-Jacobsgaard, investor@bettercollective.com
BETTER COLLECTIVE A/S 
