Notice of the Annual General Meeting of Aktieselskabet Schouw & Co.

Notice is hereby given that the Company’s Annual General Meeting will be held on
Wednesday, 10 April 2024 at 11:30 (CEST)
at Hermans (Tivoli Friheden), Skovbrynet 5, DK-8000 Aarhus C, Denmark
(The meeting will be held in Danish)
 
The Annual General Meeting will be recorded and livestreamed on the internet. The recording will also be available after the Annual General Meeting. Instructions on how to access the recording are posted on the Company’s website, www.schouw.dk/en/agm
Agenda:

1. Report by the Board of Directors on the activities of the Company during the past financial year
   The Board of Directors proposes that the report by the Board of Directors be duly noted.
   
   
2. Presentation of the audited annual report for adoption and resolution to discharge the Board of Directors and the Executive Management from liability
   The Board of Directors proposes that the annual report be adopted and that the Board of Directors and the Executive Management be discharged from liability.
   
   
3. Adoption of a resolution as to the distribution of profit according to the annual report as adopted
   The Board of Directors proposes the following distribution of profit:
   Profit for the year after tax      DKK 934.8 million
   Proposed dividend                   DKK 408.0 million (equal to a proposed dividend of DKK 16 per share of DKK 10)
   Retained earnings                   DKK 526.8 million
   
   
4. Indicative vote on the remuneration report
   The Board of Directors proposes that the shareholders approve the Remuneration Report for 2023 by way of an indicative vote. The Remuneration Report has been prepared in accordance with s. 139b of the Danish Companies Act (selskabsloven), and it provides a full overview of the remuneration for 2023 of the Company's Board of Directors and Executive Management. The Remuneration Report is available on the Company's website www.schouw.dk/en/agm.
   
   
5. Proposals from the Board of Directors

5.1 Approval of remuneration policy for the Board of Directors and the Executive Management

The Board of Directors proposes that the shareholders in general meeting approve the remuneration policy for the Board of Directors and the Executive Management of Aktieselskabet Schouw & Co. The proposed remuneration policy is an updated version of the remuneration policy approved at the Annual General Meeting held on 15 April 2020, incorporating specified elements of the Danish Business Authority’s guidelines on the Company’s options for reclaiming variable remuneration (“claw-back”) and on the decision-making process applied in drawing up the policy as well as an explanation as to how employee pay and employment terms were considered in preparing the remuneration policy. Furthermore, the content of the policy has been restructured, but without any substantial changes. The proposed remuneration policy is attached as Annex 1 to the notice convening this notice, which is available on the Company’s website, www.schouw.dk/en/agm.