Business transacted at Annual General Meeting and first meeting of the Supervisory Board
Company Announcement No. 170, 2008 H+H International A/S Dampfærgevej 27-29, 4th Floor 2100 Copenhagen Ø Denmark Telephone: +45 35 27 02 00 www.HplusH.com 16 April 2008 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 Wednesday 16 April 2008 at 3.00pm at Charlottehaven, Hjørringgade 12C, Copenhagen, 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 shareholders in Annual General Meeting. The shareholders in Annual General Meeting adopted the annual report for 2007 and passed the resolution proposed by the Supervisory Board for distribution of profit for the year, including dividend of DKK 30 per share of nominally DKK 100. The Supervisory Board and the Executive Board were discharged with respect to the performance of their obligations. The shareholders in Annual General Meeting passed a resolution granting the Supervisory Board authority to acquire treasury shares up to a total nominal value of 10% of the Company's nominal share capital at a consideration that must not deviate by more than 10% from the market price quoted at the time of such purchase. The authority was granted for the period until the Annual General Meeting in 2009. The shareholders in Annual General Meeting passed the resolution proposed by the Supervisory Board that the annual remuneration of the Supervisory Board for the 2008 financial year shall be 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 or the chairman retiring from or joining the board, the remuneration of the person in question shall be determined proportionately. Furthermore, at its last meeting in 2008, the Supervisory Board may recommend that special remuneration be paid to Supervisory Board members who contributed an effort in 2008 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 2009. The shareholders in general meeting resolved that the Company's B share capital be reduced by DKK 7,000,000 from DKK 92,000,000 to DKK 85,000,000. The DKK 7,000,000 reduction, equivalent to 6.03% of the Company's total share capital of DKK 116,000,000, will be effected by cancellation of part of the Company's holding of own B shares, nominally DKK 7,000,000 in total, consisting of 70,000 B shares with a nominal value of DKK 100 each. After the reduction of the share capital, the Company's share capital will be 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 shareholders in general meeting resolved at the same time to amend Article 2(1) of the Company's Articles of Association with effect from the implementation so that it reads as follows: ”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 OMX Nordic Exchange Copenhagen A/S, and the B shares are registered with VP Securities Services.” The shareholders in general meeting adopted "Overall guidelines for incentive pay to the Supervisory and Executive Boards, April 2008”, which formed Appendix 1 to the agenda. A new Article 19, reading as follows, will consequently be incorporated in the Articles of Association: “Overall guidelines for incentive pay: Article 19 The Company has laid down overall guidelines for incentive pay to the Company's Supervisory and Executive Boards. The guidelines were adopted at the Company's Annual General Meeting and (are#) published on the Company's website.” The existing Articles 19 to 22 of the Articles of Association will be renumbered accordingly. The shareholders in general meeting elected the following eight members to the Supervisory Board: Re-elected: - Kresten Andersen Bergsøe - Christian Harlang - Anders C. Karlsson - Henrik Lind - Lars Bredo Rahbek Elected: - Morten Amtrup (44) Director of Morten Amtrup Holding ApS and consolidated companies. - Peer Munkholt (53) Senior Investment Manager, IFU, the Industrialisation Fund for Developing Countries. Supervisory board memberships: Agrileasing A/S, Allervej 130 A/S, Flexa Invest ApS, Hold Co A/S, OOO Rockwool North (Russia) and ZAO Mineral Wool (Russia). - Lars Adam Rehof (50) External lecturer, University of Copenhagen. Former member of the Supervisory Board of H+H International A/S from 2001 to 2002. Chairman 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 A/S. Supervisory board memberships: Enkefru Plums Støttefond (chairman). Jørgen Ajslev and Bjarne Olesen did not seek re-election. KPMG Statsautoriseret Revisionspartnerselskab and 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. 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.