Business transacted at the extraordinary general meeting
Company Announcement No. 202, 2009 H+H International A/S Dampfærgevej 27-29, 4th Floor 2100 Copenhagen Ø Denmark Telephone: +45 35 27 02 00 www.HplusH.com 27 November 2009 Business transacted at the extraordinary general meeting. Friday 27 November 2009 at 3pm an extraordinary general meeting was held in H+H International A/S at Charlottehaven, Hjørringgade 12C, 2100 Copenhagen Ø, Denmark. At the general meeting it was decided to reduce the Company's share capital by DKK 54,500,000 nominal value at par for allocation to a special fund in accordance with section 44a(1)(3) of the Danish Companies Act (aktieselskabsloven). The capital reduction will be implemented as a proportionate reduction of the Company's A and B share capital, reducing the nominal A share capital from DKK 24,000,000 to DKK 12,000,000, and the nominal B share capital from DKK 85,000,000 to DKK 42,500,000. At the same time, the denomination of the A and B shares as provided in Article 2, second paragraph, of the Articles of Association will be reduced from DKK 10 to DKK 5 nominal value, or any multiple thereof. It should be noted that the Supervisory Board has currently determined that the B share capital is divided into shares of DKK 100 nominal value, and that the share capital will be divided into shares of DKK 50 nominal value after the capital reduction. The proposal was subject to the Supervisory Board's proposals in agenda items 3 and 4 being adopted and implemented. As the proposals in agenda items 3 and 4 were adopted, the decision is only subject to implementation of agenda items 3 and 4. At the general meeting the Supervisory Board's proposal in agenda item 3, as specified at the general meeting, that after the capital reduction proposed in agenda item 2, the Company's nominal B share capital of DKK 54,500,000 should be increased for cash by DKK 436,000,000 nominal value to DKK 490,500,000 nominal value with pre-emption rights to the Company's existing A and B shareholders, was adopted. The increase in share capital is fully guaranteed by a group primarily consisting of institutional investors, which are existing shareholders or new investors. The denomination of the shares will be DKK 50 nominal value, and the shares may be subscribed for at a price of 108 corresponding to DKK 54 for each share of DKK 50 nominal value. If the capital increase will be completed the company will receive a gross revenue of DKK 470.880.000. The costs associated with the increase in the share capital, and which are to be carried by the Company, are estimated to approx. DKK 35,000,000. The proposal was subject to the Supervisory Board's proposals in agenda items 2 and 4 being adopted and implemented. As the proposals in agenda items 2 and 4 were adopted, the decision is only subject to implementation of agenda items 2 and 4. The new shares will be issued and subscribed for in accordance with the prospectus to be published by the Company in connection with the share issue and the admission of the new shares and the Company's existing A shares to listing and trading on NASDAQ OMX Copenhagen A/S after the share classes have been merged. The Supervisory Board's proposal in agenda item 4 that the division of the Company's share capital into an A and a B share class should be abolished, so that all shares in the Company carry the same rights, was adopted by the general meeting. The proposal was subject to the Supervisory Board's proposals in agenda items 2 and 3 being adopted and implemented. As the proposals in agenda items 2 and 3 were adopted, the decision is only subject to implementation of agenda items 2 and 3. The general meeting adopted the Supervisory Board's proposal in agenda item 5 that it should be authorised (i) to apply for registration of the resolutions and amendments to the Articles of Association in agenda items 2, 3 and 4 with the Danish Commerce and Companies Agency; (ii) to determine whether the conditions for implementing the proposals in agenda items 2, 3 and 4 are satisfied; (iii) to notify the Danish Commerce and Companies Agency no later than eight weeks after the date of the general meeting whether the requirements for registration of the resolutions are satisfied and that it should be authorised; and (iv) to make such additions, alterations or amendments to the application for registration filed with the Danish Commerce and Companies Agency and to the adopted proposals as may be required for registration. Agenda item 6 was withdrawn by the proposer. Anders C. Karlsson Chairman of the Supervisory Board Hans Gormsen CEO For additional information please contact: Hans Gormsen, CEO, or Niels Eldrup Meidahl, 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.