Business transacted at Annual General Meeting and first meeting of the Supervisory Board
Company Announcement No. 187, 2009 H+H International A/S Dampfærgevej 27-29, 4th Floor 2100 Copenhagen Ø Denmark Telephone: +45 35 27 02 00 www.HplusH.com 2 April 2009 Business transacted at Annual General Meeting and first meeting of the Supervisory Board. The Annual General Meeting of H+H International A/S was held on Thursday 2 April 2009 at 3.00pm at Ingeniørforeningens Mødecenter, Kalvebod Brygge 31-33, 1780 Copenhagen V, Denmark Steen E. Christensen, lawyer, was elected as chairman of the meeting. The report on the Company's activities in the past year was received by the share¬holders in general meeting. The shareholders in general meeting adopted the annual report for 2008 and passed the resolution proposed by the Supervisory Board for distribution of profit for the year,according to which no dividend be paid for the financial year 2008. The Supervisory Board and the Executive Board were discharged with respect to the performance of their obligations. The shareholders in general meeting passed a resolution granting the Supervisory Board authority to acquire own shares up to a total nominal value of 10% of the Company's share capital at a price that must not deviate by more than 10% from the price quoted at the time of such purchase. The authority was granted for the period until the annual general meeting in 2010. The shareholders in general meeting passed the resolution proposed by the Supervisory Board that the annual remuneration of the Supervisory Board for the 2009 financial year shall amount to DKK 200,000 for each ordinary member of the Supervisory Board and DKK 500,000 for the chairman of the Supervisory Board. The remuneration shall be paid proportionately quarterly in arrears. In the event of a member retiring from or joining the Supervisory Board or a member retiring from or starting in the position as chairman, the remuneration of the person in question shall be determined proportionately. Furthermore, at its last meeting in 2009, the Supervisory Board may recommend that special remuneration be paid to supervisory board members who contributed an effort in 2009 above and beyond the normal supervisory board work, such as participation in work-intensive ad hoc working groups appointed by the Supervisory Board. Such special remuneration shall be subject to approval at the annual general meeting in 2010. The shareholders in general meeting passed all amendments to the Articles of Association proposed by the Supervisory Board: Articles of Association's Arts. 2(1), 5 and 7(3) were amended to read as follows, as a result of the change of name of the stock exchange in Copenhagen and the Danish securities centre: Art. 2(1) ”The share capital of the Company is DKK 109,000,000 divided into an A share capital of DKK 24,000,000 and a B share capital of DKK 85,000,000. The Company's B share capital has been admitted for listing on NASDAQ OMX Copenhagen A/S, and the B shares are registered with VP Securities A/S.” Art. 5: ”The Company's B shares shall be freely negotiable. Rights attaching to the B shares shall be notified to VP Securities A/S pursuant to the relevant rules. The A shares may not be transferred without the consent of the Supervisory Board." Art. 7(3): ”Dividends to the B shareholders shall be paid through VP Securities A/S and be deposited on the dividend accounts registered with VP Securities A/S.” Articles of Association's Art. 3(5) was amended to read as follows, as a result of the change of address of the registrar: “The register of shareholders shall be kept by VP Investor Services A/S (VP Services A/S), Weidekampsgade 14, 2300 Copenhagen S, Denmark.” Article of Association's Art. 9(1) was amended to read as follows, as a result of specification of area in which general meetings must be held: “The general meeting shall have the supreme authority in all the Company's affairs. The Company's general meetings shall be held at a venue in The Capital Region of Denmark as determined by the Supervisory Board.” Article of Association's Art. 9(2) was amended to read as follows, as a result of specification of notice of meetings and that communications will be in writing, but not necessarily by ordinary letter: “The Supervisory Board shall convene the Company's general meetings with not less than two weeks' notice and not more than four weeks' notice, including the date of publication and the date of the general meeting, in writing to shareholders registered in the Company's register of shareholders and by publication in the IT information system of the Danish Commerce and Companies Agency.” Article of Association's Art. 24, reading as follows, was incorporate to give the option to introduce electronic communications: ”Electronic communications: Article 24 On 2 April 2009, the shareholders in general meeting decided to introduce the option of electronic communications between the Company and its shareholders in accordance with Section 65(b) of the Danish Public Limited Companies Act, authorising the Supervisory Board to determine the date of introduction and to effect the necessary amendments to the Articles of Association. The Supervisory Board shall inform the Company's shareholders, by ordinary letter, of the date of introduction of electronic communications, and the Company shall request from its shareholders an electronic mail address to which communications can be delivered. Each shareholder shall then be responsible for ensuring that the Company is in possession of the shareholder's correct electronic address at all times. The Company shall be entitled to deliver all communications to the Company's shareholders pursuant to the Danish Public Limited Companies Act or these Articles of Association by electronic mail, and to present or deliver documents electronically. The Company shall thus be entitled to e-mail shareholders notices convening general meetings, the complete resolutions to be proposed at general meetings, admission cards, proxy forms, subscription lists, company announcements, annual reports and other general information from the Company to shareholders. Apart from admission cards to general meetings, the communications and documents listed above will also be available on the Company's website www.HplusH.com. However, the Company shall be entitled to decide at any time, in specific cases, to communicate with shareholders by ordinary letter instead. The Company shall be entitled to decide that requests for admission cards to general meetings shall be forwarded electronically via the Company's website www.HplusH.com, and/or via another website as stated on the Company's website. Information relating to requirements concerning the systems used and the use of electronic communications shall be provided by the Company directly to shareholders or on the Company's website www.HplusH.com.” The shareholders in general meeting resolved that the Supervisory Board be authorised to make any such amendments and additions to the adopted resolutions, the Articles of Association and any other affairs as the Danish Commerce and Companies Agency may require in order to record the business transacted at the Annual General Meeting. The shareholders in general meeting elected the following eight members to the Supervisory Board: Re-elected: - Morten Amtrup - Kresten Andersen Bergsøe - Christian Harlang - Anders C. Karlsson - Henrik Lind - Peer Munkholt Elected: - Birgitte Rahbek (64) Cultural sociologist, Ph.D. Member of the supervisory board of Enkefru Plums Støttefond, which is a partner in Henriksen og Henriksen I/S, which holds all A shares in H+H International. Supervisory board memberships: Enkefru Plums Støttefond and Gotvedskolen. - Ole Risager (51) Professor, Ph.D., Copenhagen Business School. Consultant to several companies. Supervisory board memberships: Core German Property II K/S (chairman) and Investeringsforeningen LD Invest. Lars Bredo Rahbek and Lars Adam Rehof did not seek re-election. KPMG Statsautoriseret Revisionspartnerselskab and PKF Kresten Foged Statsautoriseret Revisionsaktieselskab were appointed as the Company's auditors. At a meeting of the Supervisory Board held immediately after the Annual General Meeting, the Supervisory Board elected Anders C. Karlsson as its chairman. Furthermore, the Supervisory Board established an audit committee consisting of all supervisory board members. Anders C. Karlsson Chairman of the Supervisory Board Hans Gormsen CEO For additional information please contact: Hans Gormsen, CEO, or Martin Busk Andersen, CFO, on telephone +45 35 27 02 00 This is a translation of the company's announcement in Danish. In case of inconsistency between the Danish text and this English translation, the Danish text shall prevail.