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

16 Mar 2026 10:00 CET

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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.

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

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