Demant A/S: Notice to annual general meeting

Notice of Annual General Meeting

To the shareholders of

Demant A/S                                                                                               3 February 2026

 

 

Notice is hereby given of the Annual General Meeting (AGM) of Demant A/S

 

Thursday, 5 March 2026 at 3:00 p.m. CET

at the company’s headquarters

Kongebakken 9, 2765 Smørum, Denmark

 

Before the AGM, coffee and cake will be served from 2:15 p.m. CET.

 

The AGM will be held as a physical meeting and will be conducted in Danish.

 

Please note that the entire AGM will be webcast on the company’s Shareholder Portal on the company’s website, https://www.demant.com/investor-relations/shareholder-portal, from 3:00 p.m. CET. The webcast will only cover podium and lectern.

 

Please see below for further information on how to attend the AGM.

 

Agenda

 

In accordance with Article 8.2 of the Articles of Association, the agenda is as follows:

 

1. The Board of Directors’ report on the company’s activities in the past year.

 

      The Board of Directors recommends that the general meeting take note of the report.

 

2. Presentation for approval of the audited Annual Report 2025, including the consolidated financial statements.

 

      The Board of Directors recommends that Annual Report 2025 be approved.

 

3. Resolution on the appropriation of profit or payment of loss according to the approved Annual Report 2025.

 

      The Board of Directors proposes that the profit of DKK 664 million be transferred to the company’s reserves to the effect that no dividend is paid.

 

4. Presentation of and indicative vote on Remuneration Report 2025.

 

5. Approval of remuneration for the Board of Directors for the current financial year.

 

      The Board of Directors recommends that the proposed remuneration be approved.

 

6. Election of members to the Board of Directors.

 

      Under Article 11.2 of the Articles of Association, Board members elected by the AGM are elected for one-year terms. At the AGM in 2026, Niels Jacobsen, Katrin Pucknat, Sisse Fjelsted Rasmussen and Kristian Villumsen stand for re-election, while Niels B. Christiansen does not stand for re-election. The Board proposes that Thomas Hofman-Bang be elected new member of the Board. As announced in company announcement dated 3 February 2026, the Board expects to elect Kristian Villumsen Chair and Niels Jacobsen Vice Chair of the Board.

 

7. Election of auditor.

 

      The Board of Directors proposes re-election of PwC. The Board of Directors also proposes re-election of PwC to provide an opinion on the limited assurance of sustainability reporting in the management review.

 

8. Any proposals from the Board of Directors or shareholders.

 

      The Board of Directors has submitted the following proposals:

 

      8a) Reduction of the company’s share capital

      8b) Authorisation to the Board of Directors to let the company acquire own shares

      8c) Approval of the company’s Remuneration Policy

      8d) Authorisation to the Board of Directors to increase the company’s share capital

      8e) Amendment of the geographical location for holding the AGM

      8f)  Authority to the chair of the AGM

 

9. Any other business.

 

Elaboration on the proposals

 

Re agenda item 4

The Board of Directors proposes that Remuneration Report 2025 be approved. The Report is available on the company’s website, https://www.demant.com/investor-relations/annual-general-meeting.

 

The vote is indicative pursuant to section 139b (4) of the Danish Companies Act.

 

Remuneration Report 2024 was approved at the AGM on 6 March 2025 without comments from the shareholders.

 

Re agenda item 5

The Board of Directors proposes that the fixed base fee for Board members be increased by DKK 50,000 to DKK 500,000 for 2026 and that the Chair continues to receive three times the base fee and the Vice Chair twice the base fee.

 

Furthermore, the Board of Directors proposes that the annual audit committee fee for audit committee members be increased by DKK 25,000 to DKK 125,000 for 2026 and that the chair of the audit committee continues to receive twice the annual audit committee fee.

 

Re agenda item 6

Niels Jacobsen, Katrin Pucknat, Sisse Fjelsted Rasmussen and Kristian Villumsen stand for re-election. The Board of Directors proposes that Thomas Hofman-Bang be elected new member of the Board of Directors. Information on each of the Board members, their managerial positions etc. follows below:

 

Niels Jacobsen, Vice Chair (born in 1957, male, Danish). Joined the Board of Directors in 2017. Most recently re-elected in 2025 for a term of one year. He is a member of the audit, nomination and remuneration committees. He is not considered independent, as he, in his capacity as CEO of William Demant Invest A/S, is associated with William Demant Foundation (the company’s main shareholder). Other managerial positions: William Demant Invest A/S, CEO; Central Board of the Confederation of Danish Industry, board member; Federation of Industrial Employers in Denmark, chair and Thomas B. Thriges Fond (Thomas B. Thrige Foundation), chair. Related to William Demant Invest: Embla Medical hf., chair; Jeudan A/S, chair and Vision RT Ltd., chair.

 

Niels Jacobsen holds an MSc in Economics from Aarhus University. He has substantial leadership experience from major international companies. His competencies include both business management and in-depth knowledge of financial matters, accounting, risk management and M&A. He has broad experience from the global healthcare industry.

 

Katrin Pucknat (born in 1976, female, German). Joined the Board of Directors in 2025. She is considered independent. Other managerial positions: ResMed Inc., Chief Marketing Officer and Consumer Sleep Solutions LLC, board member.

 

Katrin Pucknat holds a BSc in Business Marketing from University of Phoenix, USA. She has significant international general management experience from the MedTech industry as well as extensive management experience within marketing, sales, product innovation and digital business transformation.

 

Sisse Fjelsted Rasmussen (born in 1967, female, Danish). Joined the Board of Directors in 2021. Most recently re-elected in 2025 for a term of one year. She is chair of the audit committee. She is considered independent. Other managerial positions: Conscia A/S, board member; Dades A/S, board member; Hempel Foundation, board member, (chair of Audit Commitee); Kirk Kapital A/S, board member and Schouw & Co., board member, (chair of Audit Commitee).

 

Sisse Fjelsted Rasmussen is a state-authorised public accountant and holds an MSc in Business Administration and Auditing from Copenhagen Business School (CBS). She has extensive experience with and competencies in finance and accounting. In addition, she has extensive management and board experience from listed companies as well as competencies within value creation, change management, M&A and sustainability/ESG.

 

Kristian Villumsen (born in 1970, male, Danish). Joined the Board of Directors in 2021. Most recently re-elected in 2025 for a term of one year. Member of the audit committee. He is considered independent. Other managerial positions: Evido ApS, chair and UV Medico A/S, vice chair.

 

Kristian Villumsen holds an MSc in Political Science from Aarhus University and an MA in Public Policy from Harvard University, USA. He has significant international management experience from the MedTech industry as well as extensive management and board experience from listed companies within innovation, sales, strategy deployment and commercial excellence.

 

Thomas Hofman-Bang (born in 1964, male, Danish). Proposed as new Board member. He will not be considered independent because of his seat on the board of William Demant Foundation (the company's majority shareholder). Other managerial positions: The Danish Industry Foundation, CEO; Fonden CBS Academic Housing, chair; Fonden Roskilde Festival, board member; Fabriksejer, ingeniør Valdemar Selmer Trane og hustru, Elisa Tranes Fond, chair; Tryg A/S, board member, (chair of Audit and Risk Committees); William Demant Foundation, board member and William Demant Invest A/S, board member.

 

Thomas Hofman-Bang is a state-authorised public accountant and holds an MSc in Business Administration and Auditing from Copenhagen Business School (CBS). He has extensive competencies within strategic management and the development and implementation of growth strategies with focus on value creation. In addition, he has relevant international experience and a strong background from accounting and manufacturing companies.

 

Re agenda item 7

The Board proposes that PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab (PwC) is re-elected in accordance with the recommendation of the audit committee. The Board also proposes that PwC is re-elected to provide an opinion on the limited assurance of sustainability reporting in the management review. The audit committee has not been influenced by any third party and has not been subject to any agreements concluded with third parties that limit the election by the AGM of certain auditors or accounting firms.

 

Re agenda item 8a

The Board of Directors proposes a reduction of the company’s share capital by nominally DKK 408,274.40, divided into 2,041,372 shares of DKK 0.20, corresponding to the company’s holding of treasury shares as at 3 February 2026 less shares to cover share-based retention programmes for senior leadership and the Executive Board. The company's holding of treasury shares is, for the most part, acquired as part of the company's share buy-backs in 2025. The capital reduction is carried out in accordance with the rule on distribution to shareholders pursuant to section 188(1) (2) of the Danish Companies Act. The shares were acquired at a total price of DKK 535,646,061.00, meaning that in addition to the nominal amount of the reduction, DKK 535,237,786.60 was paid.

 

As a result of the capital reduction, the Board of Directors proposes that Article 4.1 of the Articles of Association be amended accordingly after expiry of the time limit prescribed in section 192 (1) of the Danish Companies Act to the effect that it will then be stated in Article 4.1 that the company’s share capital is DKK 42,350,658.20.

 

Before the capital reduction is implemented, the company’s creditors will, through the IT system of the Danish Business Authority (Erhvervsstyrelsen), be requested to file their claims within four weeks in accordance with section 192 (1) of the Danish Companies Act. Under section 193 (1) of the Danish Companies Act, the capital reduction and the resulting amendment of the company’s Articles of Association will be registered as final by the Danish Business Authority four weeks after expiry of the time limit for the filing of claims by creditors, unless the capital reduction cannot be implemented at such time under the provisions of the Danish Companies Act.

 

Re agenda item 8b

The Board of Directors proposes that, until the next AGM, the Board be authorised to let the company acquire own shares of a nominal value of up to 10% of the share capital. The purchase price for the shares must at the time of purchase not deviate by more than 10% from the price quoted on Nasdaq Copenhagen A/S.

 

Re agenda item 8c

The Board of Directors proposes that a revised Remuneration Policy be adopted.

 

The Remuneration Policy remains materially unchanged. However, it has undergone targeted clarifications and editorial adjustments to improve readability, making its core principles and provisions more transparent and easier to navigate.

 

It is a legal requirement that shareholders vote on the company’s remuneration policy at least once every four years.

 

This Remuneration Policy will replace the policy approved at the AGM in March 2022. The Remuneration Reports for 2022–2024 were approved at the AGMs of the respective years without comments from shareholders.

 

The Board’s proposal for a revised Remuneration Policy will be available on the company’s website, https://www.demant.com/investor-relations/annual-general-meeting, no later than 11 February 2026.

 

Re agenda item 8d

 

The Board of Directors’ existing authorisation to make capital increases set out in Article 6 of the Articles of Association expires on 1 March 2026. Therefore, the Board of Directors proposes that the following authorisations be adopted by the AGM as a replacement for the current Article 6 of the Articles of Association:

 

“6. Authorisation to make capital increases

 

6.1 The Board of Directors is authorised, through one or more issues, to increase the company’s share capital by issuing new shares with preferential rights of subscription for the company’s existing shareholders and with a total nominal value of up to DKK 4,200,000. The increase must be made by cash contribution to be paid in full. The authorisation will be valid up to and including 1 March 2031.

 

6.2 The Board of Directors is also authorised, through one or more issues, to increase the company’s share capital by issuing new shares without preferential rights of subscription for the company’s existing shareholders and with a total nominal value of up to DKK 4,200,000, provided that the increase is made at market value. The increase may be made by cash contribution to be paid in full or by contribution of assets other than cash. The authorisation will be valid up to and including 1 March 2031.

 

6.3 The Board of Directors’ authorisations under Articles 6.1 and 6.2 may, in total, be exercised by issuing new shares with an aggregate nominal value of DKK 4,200,000.

 

6.4 In addition to the authorisations set out in Articles 6.1 to 6.3, the Board of Directors is authorised, through one or more issues, to increase the company’s share capital by issuing new shares without preferential rights of subscription for the company’s existing shareholders and with a total nominal value of up to DKK 2,100,000 when such new shares are offered to employees of the company and of any company considered an affiliate of the company by the Board of Directors. The new shares must be issued at a subscription price to be fixed by the Board of Directors, however no less than DKK 0.20 per share of DKK 0.20. The increase must be made by cash contribution to be paid in full. The authorisation will be valid up to and including 1 March 2031.

 

6.5 With respect to capital increases under Articles 6.1, 6.2 and 6.4, the new shares must be registered in the name of the holder and registered in the company’s register of shareholders. The shares are negotiable instruments and will, in every respect, be comparable to the existing shares as regards redeemability and restricted transferability. Moreover, the Board of Directors shall lay down the specific terms for any capital increase to be implemented pursuant to the authorisations set out in Articles 6.1, 6.2 and 6.4.”

 

The wording above shall replace the current Article 6 of the Articles of Association.

 

Re agenda item 8e

The Board of Directors proposes that, in the future, the AGM be held in the municipality of Egedal or in Storkøbenhavn (Greater Copenhagen). This amendment is proposed, because Region Hovedstaden will from 1 January 2027 become Region Østdanmark.

 

The Board therefore proposes that Article 7.2 of the Articles of Association be amended:

 

“7.2 Annual general meetings of the company must be held in the municipality of Egedal or in Storkøbenhavn (Greater Copenhagen). Subject to the legislation in force at any time, annual general meetings must be held each year before the end of April.”

 

Re agenda item 8f

The chair of the AGM is authorised to make any such amendments and additions to the resolutions passed by the AGM and to apply for registration of such amendments and additions with the Danish Business Authority that may be required by the Authority in connection with the registration of the amendments passed.

 

* * * * * *

 

Adoption of the proposed resolution under agenda item 8a (reduction of the company’s share capital), 8d (authorisation to increase the share capital) and 8e (amendment of the geographical location for holding the AGM) are subject to at least 51% of the share capital being represented at the AGM and the resolution being passed by at least two‐thirds of both the votes cast and the voting share capital represented at the AGM, cf. Article 10.3 of the Articles of Association.

 

The other proposed resolutions on the agenda may be passed by a simple majority of votes, cf. Article 10.2 of the Articles of Association. However, the proposed voting under agenda item 4 on Remuneration Report 2025 is solely indicative.

 

The company’s share capital is DKK 42,758,932.60, divided into shares of DKK 0.20 or multiples hereof, cf. Article 4.1 of the Articles of Association. Each share of DKK 0.20 carries one vote, cf. Article 9.1 of the Articles of Association.

 

Participation, admission cards and voting rights

Under Article 9.2 of the Articles of Association, shareholders who are registered as shareholders in the register of shareholders on the date of registration, 26 February 2026, or have made a request to be registered in the register of shareholders, and such request has reached the company, are entitled to attend and vote at the AGM.

 

Shareholders entitled to attend and vote at the AGM under Article 9.2 of the Articles of Association are entitled to attend the AGM, subject to having obtained an admission card for themselves and for any adviser accompanying them to the meeting no later than 2 March 2026 at 11:59 p.m. CET.

 

Please note that only shareholders who are registered in the register of shareholders on the date of registration and who have obtained an admission card prior to the AGM are entitled to attend.

 

Admission cards may be obtained:

 

10. electronically through the Shareholder Portal, which can be found on the company’s website, https://www.demant.com/investor-relations/shareholder-portal,
11. by submitting the order form by post to Computershare A/S, Lottenborgvej 26 D, 1. sal, DK 2800 Kgs. Lyngby, Denmark, or by submitting a scanned copy of the order form by e-mail to gf@computershare.dk,
12. by making a written application to the company’s headquarters, Kongebakken 9, DK-2765 Smørum, Denmark (marked “Adgangskort til generalforsamling”), or
13. by appearing in person at the company’s headquarters, Kongebakken 9, DK-2765 Smørum, Denmark.

 

The company will then send an electronic admission card by e-mail to the e-mail address indicated by the shareholder when registering via the Shareholder Portal. To gain access to the AGM, the admission card must be presented either electronically on a smartphone/tablet or as a hardcopy. If an error occurs with the electronic admission card, or if it is not possible to receive the admission card electronically or to print it, the admission card must be picked up upon arrival at the AGM against presentation of appropriate identification.

 

Shareholders will receive physical voting papers upon arrival at the AGM.

 

The company has designated Danske Bank A/S as its custodian bank through which the company’s shareholders may exercise their financial rights.

 

* * * * * *

 

Information on the company’s website

No later than 11 February 2026, the following information and documents will be made available on the company’s website, https://www.demant.com/investor-relations/annual-general-meeting: 1) Notice convening the AGM, 2) the total number of shares and voting rights as at the date of the notice, 3) the documents to be submitted to the AGM, including the audited Annual Report 2025, the proposed revised Remuneration Policy and Renumeration Report 2025, 4) agenda for and complete proposals to be submitted to the AGM, and 5) postal and proxy voting forms.

 

Written questions

As a shareholder, you may submit written questions about the agenda and the documents to be used for the AGM. Any questions must be sent by post to the company or by e-mail to info@demant.com. Questions will be answered in writing before the AGM or orally at the AGM, unless the answer is made available on the company’s website, https://www.demant.com/investor-relations/annual-general-meeting, prior to the AGM.

 

Submission of proxy

If you are unable to attend the AGM, the company’s Board of Directors would be pleased to act as proxy to cast the votes attached to your shares. Proxies may be appointed electronically through the Shareholder Portal on the company’s website, https://www.demant.com/investor-relations/shareholder-portal, no later than 2 March 2026 at 11:59 p.m. CET. You may also complete, date and sign a proxy form and return it by post to Computershare A/S, Lottenborgvej 26 D, 1. sal, 2800 Kgs. Lyngby, Denmark, or return a scanned copy of the proxy form by e-mail to gf@computershare.dk, which must be in Computershare’s possession no later than 2 March 2026 at 11:59 p.m. CET. If you wish to appoint a proxy other than the Board of Directors, you may appoint a third-party proxy. Please note that you must also request an admission card for the proxy. The proxy form is available on the company’s website, https://www.demant.com/investor-relations/annual-general-meeting.

 

Submission of postal votes

You may also vote by post. Postal votes may be cast electronically through the Shareholder Portal on the company’s website, https://www.demant.com/investor-relations/shareholder-portal, no later than 4 March 2026 at 12:00 noon CET. You may also complete, date and sign a postal voting form, which is the same form as the proxy form, and return it by post to Computershare A/S, Lottenborgvej 26 D, 1. sal, 2800 Kgs. Lyngby, Denmark, or return a scanned copy of the voting form by e-mail to gf@computershare.dk, which must be in Computershare’s possession no later than 4 March 2026 at 12:00 noon CET. The postal voting form is available on the company’s website, https://www.demant.com/investor-relations/annual-general-meeting.

 

Webcast

The AGM will be webcast on the company’s Shareholder Portal on the company’s website, https://www.demant.com/investor-relations/shareholder-portal, from 3:00 p.m. Please note that it is not possible to participate actively in the AGM and ask questions or vote, if you follow the AGM via webcast. As the AGM is accessible via webcast on the company’s Shareholder Portal on the company’s website, you are not required to register or request an admission card to attend the meeting.

 

The webcast will only cover the podium and lectern.

 

Following the AGM, a recording will be made available on the company’s website, https://www.demant.com/investor-relations/annual-general-meeting.

 

Personal data

In connection with the AGM, the company collects, processes and keeps certain personal data. For further information, please refer to the company’s Privacy Notice, which is available on the company’s website, https://www.demant.com/privacy-notice.

 

Smørum, 3 February 2026

 

The Board of Directors