Matas A/S : Full minutes from the Annual General Meeting on 16 June 2025
Full minutes of Matas A/S’ Annual General Meeting
On Monday 16 June 2025 at 15:00 (CEST), the Annual General Meeting of Matas A/S, CVR no. 27 52 84 06 (“Matas”), was held at the Company’s headquarters at Rørmosevej 1, DK-3450 Allerød.
The agenda was as follows:
The Board of Directors’ report on the Company’s activities for the financial year 2024/25
Presentation and adoption of the audited Annual Report for the financial year 2024/25
Distribution of profit for the year according to the adopted Annual Report, including declaration of dividends
Discharge of the Board of Directors and the Executive Committee
Presentation of the Company’s Remuneration Report for an advisory vote
Approval of remuneration of the Board of Directors for the financial year 2025/26
Election of members to the Board of Directors
Appointment of auditor
Re-appointment of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab (PwC), business reg. no. 33 77 12 31 as the Company’s auditors and as the Company’s auditors to verify the statutory information on sustainability
Authorisation to acquire own shares
Proposals from the Board of Directors
Authorisation to the chair of the Annual General Meeting
Any other business
The Chair of the Board of Directors, Lars Vinge Frederiksen, welcomed the shareholders both physically at Matas’ headquarters in Allerød and online and noted that the Board of Directors had appointed attorney-at-law, Anders Ørjan Jensen from Gorrissen Federspiel, as chair of the Annual General Meeting.
The chair of the Annual General Meeting thanked the Board of Directors for the appointment and noted that the Annual General Meeting had been duly convened and was able to transact the business in relation to all items on the agenda. The chair informed that 59.39% of the Company’s share capital was represented at the meeting of which almost 97% had cast their votes via proxy or by correspondence, thus knowing that all proposals had been adopted.
Nevertheless, this should not prevent a productive Annual General Meeting with valuable contributions.
The chair noted that all proposals on the agenda could be passed by a simple majority of votes cast as set out in Article 7.1 of the Articles of Association, except item 5 on the agenda, which was presented for an advisory vote.
The chair suggested that items 1-4 on the agenda were presented together to which the general meeting did not object.
Re 1-4. (1) The Board of Directors’ report on the Company’s activities for the financial year 2024/25, (2) presentation and adoption of the audited Annual Report for the financial year 2024/25, (3) distribution of profit for the year according to the adopted Annual Report, including declaration of dividends, and (4) discharge of the Board of Directors and the Executive Committee
The Chair of the Board of Directors, Lars Vinge Frederiksen, started out by commenting on the milestone year of 2024/25 being the first full financial year after the Company had acquired KICKS Group in 2023. It was also the first year with the new strategy “Win the Nordics”.
Despite the continued integration of Matas and KICKS, the new Group had maintained its focus on customers and the market. The underlying performance had been strong, and the Group had upgraded its sales expectations after a strong Christmas quarter, delivering revenues of DKK
8.4 billion, corresponding to 7% proforma growth, and DKK 1.2 billion in EBITDA before special items, corresponding to an EBITDA margin of 14.5%.
With more than 6 million loyalty members in the Nordics, a strong omni-channel model and the new growth strategy “Win the Nordics”, the Group’s ambitions were to grow faster than the market, improve margins, and continue investing in capacity to ensure the future profitable growth of Matas Group.
The Chair of the Board of Directors then reported on the Company’s activities for the financial year 2024/2025 and presented the Annual Report 2024/2025 as well as the Company’s outlook for 2025/26. He further informed that a dividend distribution of DKK 2,00 per share had been proposed by the Board of Directors. As had already been communicated in the Annual Report 2024/25, a share buyback programme of up to DKK 100 million (subject to the approval from the general meeting to acquire own shares) would be initiated, as well as an adjustment of the Group’s distribution policy from min. 20% of the adjusted profit to min. 40%.
The Chair of the Board of Directors then commented on the Group’s ESG agenda, strategy, Supplier Code of Conduct as well as mental health before briefing on the Group’s shareholder base, major shareholders and the share price during the financial year under review.
The Chair of Board of Directors commented on the Group’s long-term profitable growth opportunities following the acquisition of KICKS. The Group operated in a growing Nordic beauty and wellness market, now holding an 11% share of the DKK 70 billion market. This larger market offered significant growth opportunities. The Group’s vision was to strengthen its leading position across markets, channels, and core categories. The robust omnichannel business model, strong in both physical and digital retail, would be scalable across the Nordic
region. The Group had set six strategic priorities for faster growth, while realising synergies and achieving economies of scale to enhance margins. Furthermore, the Group was led by an experienced Nordic management team.
He then reiterated the financial ambitions to achieve a revenue above DKK10 billion in the year 2027/28 and to improve the EBITDA margin to between 15% and 16% in 2027/28 before thanking all the Group’s employees for their commitment and hard work throughout the year.
Group CEO Gregers Wedell-Wedellsborg presented the Company’s purpose, “…for beautiful lives”, which embraced the needs of customers from cradle to grave. He discussed the Company’s strategy “Win the Nordics”, its business model, the robust Nordic Management Team, and the six strategic priorities essential for success in the Nordic region. Additionally, he addressed potential risks affecting the business, including geopolitical factors, consumer confidence and spending, fierce competition, as well as cyber and IT security.
The chair of the Annual General Meeting opened for questions and comments.
Mark Jessen, representing ATP was given the floor. Mark Jessen thanked the Management for the report on the Company’s activities for 2024/25 and commended the impressive results achieved with both the KICKS integration and synergies, as well as the two new operational warehouses.
He expressed his gratitude to the Chair of the Board of Directors, Lars Vinge Frederiksen, for their ongoing dialogue over the years. He also welcomed Malou Aamund and anticipated a productive collaboration.
Mark Jessen commented on the volatile share price, indicating that as a shareholder, they would have preferred stability. He also commended the investor relations work and encouraged a continued focus on informing the external market.
He then raised two questions for the Management, i.e., how would OPEX priorities be determined when there were both numerous internal optimisation opportunities and promising market opportunities in new categories, while competitors were struggling, and how could the executive remuneration be justified at the level of a C25 company, despite being from a lower level compared to the remuneration report from last year.
The Chair of the Board of Directors thanked Mark Jessen from ATP for his comments and questions. Prioritisation decisions were complex and involved extensive discussions at both the Management level and board meetings. Regarding the share price, Matas Group was managed with utmost diligence, and Management consistently strived at keeping the external market well-informed. In terms of executive remuneration, the Board of Directors aimed to achieve an optimal balance between long-term and short-term incentive schemes, as well as the fixed salary package. In years of exceptional Group performance, this success was reflected in both long-term and short-term incentive payouts. However, as outlined in the Remuneration Report 2024/25, revenue growth significantly outpaced increases in executive remuneration.
Additionally, a benchmark study conducted in 2023 compared Matas Group’s executive remuneration with industry peers, demonstrating that it was on par with similar companies.
Group CEO, Gregers Wedell-Wedellsborg further commented that the Executive Management Team felt that the Board of Directors was receptive to the opportunities presented at board
meetings and, with the Group’s capital allocation policy, the Group was managed responsibly with a prudent debt level, ensuring funds were available for M&A opportunities and other investments.
Anders Nørskov, representing the Danish Shareholders’ Association (Dansk Aktionærforening) was given the floor. Anders Nørskov thanked the Group for hosting a physical Annual General Meeting, praising the strong financial results, successful warehouse investments, six clear and visible strategic priorities, and the increased distribution to shareholders from 20% of the adjusted profit to 40%. He also appreciated Chair Lars Vinge Frederiksen’s significant contributions over 12 years and congratulated Malou Aamund on becoming The Boss. Anders Nørskov then posed three questions to the Management; what was the greatest challenge currently facing Matas Group, what targeted activities had been initiated to achieve the strategic growth objectives and was the Group still under pressure following the acquisition and warehouse investments, or did it have capacity to consider acquisitions again.
The Chair of the Board of Directors thanked the Danish Shareholders’ Association and Anders Nørskov for his questions and explained that he saw the Group’s greatest challenge as being the geopolitical situation and thus consumer confidence while balancing competitive prices with new investments.
Group CEO, Gregers Wedell-Wedellsborg further commented that many initiatives had been launched to accommodate strategic growth, such as assortment expansion, store openings and expansions, and a stronger base of Nordic suppliers. The Group was open to new M&A opportunities, but was also very selective, viewing organic growth as the preferred path forward.
Shareholder Bjørn Hansen thanked the Chair of the Board of Directors and the Group CEO for the presentations on the Company’s activities. Among other points, he highlighted the importance of the online business, noting the strong consumer confidence in the Matas brand, and suggested expanding this trust across the Nordic countries. He also requested more comprehensive reporting on sales figures and recommended that the annual report be published in Danish.
The Chair of the Board of Directors thanked Bjørn Hansen for his comments and questions, and expressed that Management recognised the critical importance of consumer confidence and was committed to taking all necessary measures to sustain it. In respect of announcing an annual report in Danish, the Chair of the Board of Directors explained that Matas had used English as working language for several years and with the increasing requirements for financial reporting, it would become too burdensome to draft an annual report in two languages.
Shareholder Ole Søborg took the floor and thanked Lars Vinge Frederiksen for his long and faithful service and the excellent results achieved over the years. He then praised the Company’s decision to initiate a share buyback. Furthermore, he highlighted the importance of valuing the Company correctly to avoid the risk of being acquired by an equity fund. He also endorsed the Company’s capital allocation policy while still maintaining a strong focus on future growth.
The Chair of the Board of Directors thanked Ole Søborg for his comments, and he acknowledged the importance of valuing the Company correctly and striving at maintaining an attractive share price and yield.
Shareholder Peter Høstved took the floor and thanked the Management for the thorough presentations. He then recounted how his wife, who preferred physical stores, visited a Matas store for a product they unfortunately did not have in stock. The staff ordered it for her online and had it shipped to their home the same evening.
Group CEO, Gregers Wedell-Wedellsborg thanked Peter Høstved for the kind words and expressed that customer experiences like the one he had just shared were the best indication that the Company’s strategy was working.
The general meeting took note of the Board of Directors’ report on the Company’s activities for the financial year 2024/25.
The general meeting adopted the Annual Report for the financial year 2024/25 and the Board of Directors’ proposal on distribution of profit. The chair noted that the approved dividends of DKK
2.00 per share would be paid out to shareholders on 19 June 2025.
Further, the general meeting adopted the proposal on granting discharge of liability to the Board of Directors and the Executive Committee.
Re 5. Presentation of the Company’s Remuneration Report for an advisory vote
The chair noted that the Company had prepared a Remuneration Report for 2024/25 which was published together with the notice to convene on 23 May 2025.
The chair concluded that the Company’s Remuneration Report was approved in the advisory vote.
Re 6. Approval of remuneration of the Board of Directors for the financial year 2025/26
The chair noted that the Board of Directors had proposed that the general meeting approved the remuneration to the Board of Directors for the financial year 2025/26.
The chair concluded that the remuneration to the Board of Directors for the financial year 2025/26 was approved as set in the proposal:
Chair: DKK 811,125 (2.5 x base fee) Deputy Chair DKK 486,675 (1.5 x base fee) Member: DKK 324,450 (base fee)
Audit Committee:
Chair: DKK 162,225 (1/2 base fee)
Member: DKK 81,113 (1/4 base fee)
Remuneration Committee:
Chair: DKK 81,113 (1/4 base fee)
