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

Company announcement No. 532

The annual general meeting of H+H International A/S was held today in accordance with the agenda in the notice of 8 March 2023 convening the annual general meeting, cf. company announcement No.531 of 8 March 2023.

The shareholders at the general meeting adopted the audited annual report for 2022.
 

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 2022 to the next financial year, and that there shall be no payment of dividend;
• to approve the remuneration report for 2022 by way of an advisory vote;
• to approve the remuneration of the Board of Directors for 2023;
• to approve authorisation of the the Board of Directors, until the next annual general meeting, to allow the company to acquire treasury shares on an ongoing basis up to an aggregate nominal maximum amount corresponding to 10% of the company's share capital in accordance with section 198 of the Danish Companies Act. 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 approve reduction of the share capital by a nominal amount of DKK 10,000,000 from DKK 175,000,000 to DKK 165,000,000 through cancellation of 1,000,000 treasury shares of nominally DKK 10.00 each, corresponding to 5.71% of the total share capital, and accordingly amend article 2.1 of the Articles of Association to reflect the new nominal share capital after the capital decrease has been registered as final by the Danish Business Authority in accordance with section 193(1) of the Danish Companies Act;
• to authorise the Board of Directors in the period until 30 March 2024 to increase the company’s share capital by up to a nominal value of DKK 33,000,000 by issuing new shares at market price without pre-emptive subscription rights and without the obligation to publish a prospectus, and accordingly amend article 2A.2 of the Articles of Association to reflect the aforementioned authorisation as also described in the notice of 8 March 2023 convening the annual general meeting;
• to re-appoint PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab as the company’s auditor;
• to re-elect Kent Arentoft, Stewart A Baseley, Volker Christmann, Kajsa von Geijer, Miguel Kohlmann and Helen MacPhee and elect Jens-Peter Saul to the company’s Board of Directors; and
• to authorise the chair of the annual general meeting, with a right of substitution, to make such amendments and additions to the resolutions passed by the general meeting including to the Articles of Association, and to file any necessary application for registration with the Danish Business Authority

After the annual general meeting, the Board of Directors re-elected Kent Arentoft as its Chair and Jens-Peter Saul as its Vice Chair.

Kent Arentoft                                        
Chair of the Board of Directors      

For further information please contact:

Peter Klovgaard-Jørgensen

CFO

+45 35 27 02 00

pkj@HplusH.com