Schouw & Co. — Proxy Solicitation & Information Statement 2026

Mar 16, 2026

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

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

Thursday, 16 April 2026 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 approval and resolution to

discharge the Board of Directors and the Executive Management from liability

The Board of Directors proposes that the annual report be approved 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 approved

The Board of Directors proposes the following distribution of profit:

Profit for the year after tax       DKK 540 million

Proposed dividend                   DKK 425 million (equal to a proposed

dividend of DKK 17 per share of DKK 10)

Retained earnings                   DKK 115 million

4. Indicative vote on the remuneration report

The Board of Directors proposes that the general meeting approve the

Remuneration Report for 2025 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

2025 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 revised remuneration policy for the Board of Directors for 2026

and the Executive Management

The Board of Directors proposes that the general meeting approve an updated

remuneration policy for the Company's Board of Directors and Executive

Management. The remuneration policy has been revised to ensure that fees for

board committees are proportionate to the scope of tasks. The update entails

increasing the supplement for the chairman of the audit committee from 25% to

50% of the base fee, and increasing the fee for members of the combined

nomination and remuneration committee from 10% to 20% of the base fee. Other

than as set out above, the remuneration policy does not deviate from the policy

approved at the annual general meeting held in 2025. The proposed revised

remuneration policy is attached as Annex 1 to this notice on the Company's

website, www.schouw.dk/en/agm

(https://eur03.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.schouw.dk%

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3D%7C0%7C%7C%7C&sdata=GVu2JiSFLCmibgsU3XvQHW7bxV6yc9wRclPqk23twK4%3D&reserved=0).

5.2 Approval of remuneration of the Board of Directors for 2026

The Board of Directors proposes that the annual base fee be increased from DKK

400,000 to DKK 450,000 for 2026, representing an increase of 12.5% compared with

the years 2022-2025, during which the annual base fee remained unchanged.

Ordinary members of the Board of Directors receive the base fee. The chairman of

the Board of Directors receives three times the base fee, while the deputy

chairman receives 1.5 times the base fee.

Subject to approval of the proposals under item 5.1 and item 5.2, the

remuneration of the board committees will be as follows:

* Remuneration for membership of the audit committee will amount to 50% of

the base fee, corresponding to DKK 225,000. The chairman of the

committee will receive an additional chairman's fee of 50% of the base

fee and will therefore receive a total remuneration of DKK 450,000.

* Remuneration for membership of the combined nomination and remuneration

committee will amount to 20% of the base fee, corresponding to DKK

90,000. The chairman of the committee will receive an additional

chairman's fee of 5% of the base fee and will therefore receive a total

remuneration of DKK 112,500.

The Company also covers certain expenses related to the performance of each

director's duties, including meeting and travel expenses.

No other proposals have been submitted by the Board of Directors or the

shareholders.

1. Election of members to the Board of Directors

All members of the Board of Directors are up for election every year at the

Annual General Meeting and are eligible for re-election.

The Board of Directors proposes that Jørgen Dencker Wisborg, Kenneth Skov

Eskildsen, Hans Martin Smith, Søren Stæhr and Sisse Fjelsted Rasmussen be re-

elected. Of the current members of the Board of Directors, Hans Martin Smith and

Sisse Fjelsted Rasmussen are considered to be independent. Furthermore, the

Board of Directors proposes the election of Michael Hansen, who is likewise

considered to be independent.

Kjeld Johannesen has chosen not to stand for re-election at this year's Annual

General Meeting.

A description of the background and managerial offices of the candidates

proposed for election to the Board of Directors is enclosed as Annex 2 to this

notice on the Company's website, www.schouw.dk/en/agm.

1. Appointment of auditors

The Board of Directors proposes the re-appointment of PricewaterhouseCoopers

Statsautoriseret Revisionspartnerselskab as the Company's auditors in

relation to statutory financial reporting and sustainability reporting.

The proposal from the Board of Directors is in accordance with the

recommendation of the audit committee. The audit committee has not been

influenced by any third parties and has not been subject to any agreements

with third parties restricting the appointment by the shareholders in

general meeting to certain auditors or auditing firms.

2. Authorisation to the chair of the general meeting

The Board of Directors proposes that the general meeting authorise the chair of

the meeting, or whoever the chair may appoint to act in his or her place, to

apply for registration of the resolutions passed with the Danish Business

Authority and to make any such amendments to the documents prepared in

connection with the above resolutions as may be required by the Danish Business

Authority in connection with registration of the adopted resolutions.

1. Any other business

--o0o--

Share capital, adoption requirements and shareholder voting rights

The Company's share capital amounts to a nominal value of DKK 250,000,000

divided into 25,000,000 shares of DKK 10 each. Each share of DKK 10 carries one

vote.

All proposals on the agenda may be adopted by a simple majority vote. The

remuneration report referred to in item 4 is presented solely for an indicative

vote.

The record date is Thursday, 9 April 2026, and shareholders holding shares in

the Company on the record date will be entitled to attend and vote at the Annual

General Meeting. Shareholdings are calculated at the record date on the basis of

shares registered in the register of shareholders and notifications of ownership

received by the Company for entry into the register of shareholders. Attendance

is also subject to the shareholder having requested an admission card in due

time as described below.

Shareholders holding shares through nominee accounts must exercise their voting

rights through the nominee structure. This means that any vote, including

changes to votes cast by proxy, must be sent to the Company by the nominee.

Admission cards

Shareholders wishing to attend the Annual General Meeting must request an

admission card not later than on Friday, 10 April 2026. Admission cards may be

requested via the shareholder portal on the Company's website,

www.schouw.dk/en/agm, using MitID, MitID-E or the username and password

forwarded to shareholders who have provided their e-mail address in the

shareholder portal. Alternatively, admission cards may be requested from

Computershare A/S by e-mail to gf@computershare.dk or on tel. +45 45 46 09 97 on

weekdays 9:00-15:00 (CEST). If a shareholder appoints a proxy other than the

Board of Directors, the proxy must request an admission card on the same terms

as a shareholder.

Proxies and voting by postal ballot

Shareholders may appoint a proxy or vote by postal ballot. Proxies or votes by

postal ballot may be submitted electronically via the shareholder portal on the

Company's website, www.schouw.dk/en/agm, using MitID, MitID-E or the username

and password forwarded to shareholders who have provided their e-mail address in

the shareholder portal. Alternatively, proxies or votes by postal ballot may be

submitted in writing by returning the duly signed proxy/postal voting form

available on the Company's website, www.schouw.dk/en/agm, by ordinary mail to

Computershare A/S, Lottenborgvej 26D, 1st floor, DK-2800 Kgs. Lyngby, Denmark,

or by e-mail to gf@computershare.dk. A vote cast by postal ballot cannot be

withdrawn.

Proxy forms must be received by Computershare A/S not later than on Friday, 10

April 2026.

Votes by postal ballot must be received by Computershare A/S not later than on

Wednesday, 15 April 2026 at 16:00 (CEST).

Additional information

The Company's website, www.schouw.dk, contains further information about the

Annual General Meeting, including the 2025 Annual Report, the 2025 Remuneration

Report, the notice convening the Annual General Meeting including the agenda and

the complete proposals, annex 1 with the proposed revised remuneration policy,

annex 2 with background information about the candidates standing for election

and their managerial offices, proxy/postal voting form, information about the

total number of shares and voting rights as at the date of the notice, and a

link to the shareholder portal for the purposes of registration, appointing a

proxy or voting by postal ballot.

For details about the Company's collection and processing of personal data in

relation to the Annual General Meeting, please see the information on data

protection available on the Company's website, www.schouw.dk/en/agm.

Questions from shareholders

Shareholders may submit questions concerning the agenda or documents to be used

at the Annual General Meeting by letter to Aktieselskabet Schouw & Co., Chr.

Filtenborgs Plads 1, DK-8000 Aarhus C, Denmark, or by e-mail to

schouw@schouw.dk.

General questions about registration, appointment of proxy and voting by postal

ballot may be submitted to Computershare A/S by e-mail at gf@computershare.dk or

on tel. +45 45 46 09 97 on weekdays 9:00-15:00 (CEST).

Aarhus, 16 March 2026

Board of Directors