Business transacted at annual general meeting and first meeting of the Board of Directors

Company Announcement No. 391

Business transacted at annual general meeting and first meeting of the Board of Directors

The annual general meeting of H+H International A/S was held on Thursday 2 April 2020 in accordance with the agenda in the notice of 11 March 2020 convening the annual general meeting.

The shareholders at the general meeting adopted the audited annual report for 2019.

In addition, the shareholders at the general meeting passed the following resolutions:

• to discharge the Board of Directors and the Executive Board from liability;
• to carry forward the result according to the adopted annual report for 2019 to the next financial year, and that there shall be no payment of dividend;
• to approve the remuneration of the Board of Directors for 2020;
• to re-elect Kent Arentoft, Stewart A Baseley, Volker Christmann, Pierre-Yves Jullien, Miguel Kohlmann and Helen MacPhee to the company’s Board of Directors;
• to re-appoint Deloitte Statsautoriseret Revisionspartnerselskab as the company’s auditor;
• to authorise the Board of Directors, until the next annual general meeting, to allow the company to acquire treasury shares on an ongoing basis to the extent that the nominal value of the company's total holding of treasury shares at no time exceeds 10% of the company's share capital. The purchase price paid in connection with the acquisition of the treasury shares must not deviate by more than 10% from the most recently quoted market price of the shares on NASDAQ Copenhagen A/S at the time of acquisition;
• to delete the current article 2A.1 from the Articles of Association and replace it with a new article 2A.1 with the following wording: “The Board of Directors is in the period until 2 April 2025 authorised at one or more times to decide to increase the company's share capital by up to a nominal value of DKK 17,983,365 by issuing new shares at market price or at a discount to market price by way of cash contribution, contribution in kind or conversion of debt. The capital increase shall be with preemptive subscription rights for the company's existing shareholders. The new shares shall be paid up in full. The new shares shall in all respects rank pari passu with the existing shares. The new shares shall be negotiable instruments, shall be issued in the names of the holders and shall rank for dividends and other rights in the company from such time as is determined by the Board of Directors in its decision to increase the company's share capital pursuant to this Article.”

As a result thereof consequential amendments were made to article 2A.3. of the Articles of Association so that it reads: "2A.3. The Board of Directors may implement the necessary amendments to the Articles of Association in connection with increases to the share capital in accordance with the above Articles 2A.1.-2A.2."; 

• to amend article 9 of the Articles of Association as proposed by the Board of Directors and thereby insert a new agenda item concerning indicative voting on the annual remuneration report as well as changing the sequence of some of the items and incorporate some general clarifications;
• to amend article 14.6 of the Articles of Association as proposed by the Board of Directors by including reference to the remuneration policy and the remuneration report among the listed documents that can be prepared and presented in English;
• to approve the remuneration policy for the Board of Directors and the Executive Board as proposed by the Board of Directors; and
• to authorise the chairman of the annual general meeting, with a right of substitution, to make such amendments and additions to the resolutions passed by the general meeting and to the application for registration with the Danish Business Authority as the Authority may require for registration.

At the meeting of the Board of Directors held immediately after the annual general meeting, the Board of Directors re-elected Kent Arentoft as its chairman.

Kent Arentoft                                       Michael T Andersen
Chairman of the Board of Directors    CEO

For further information please contact:
CFO Peter Klovgaard-Jørgensen or IR Manager Cristina Rønde Hefting on telephone +45 35 27 02 00

H+H’s core activity is the manufacture and sale of wall building materials, with a revenue in 2019 of DKK 2.8 billion. The main product lines are aircrete blocks and calcium silicate units used for the residential new building segment. H+H has 29 factories in Northern and Central Europe with a total annual output of more than 4 million cubic metres of products and has a leading position in most of its markets. H+H has more than 1,600 employees and is listed on Nasdaq Copenhagen.