NKT Holding A/S issues share warrants - announcement # 1


In accordance with Article 3 B of the Articles of Association of NKT Holding
A/S the Board of Directors has exercised its authorisation to issue 75,000
share warrants to the management and employees of NKT Holding A/S. Reference is
made to page 3 of Interim report 3rd quarter, 2007 in which the decision to
issue warrants in January 2008 is mentioned. 
Recipients, exercise periods and subscription price
The warrants have been issued to a total of 23 persons at NKT Holding A/S:
48,100 to the Group Management (2 persons), 15,350 to senior executives (4
persons) and 11,550 to other employees (17 persons). Warrants and options will
not be issued to members of the Board of Directors of NKT Holding A/S. 
The warrants can be exercised during a two-week period following publication of
the annual financial statements in the years 2011, 2012 and 2013, respectively. 
Each warrant conveys the right to subscribe for one share of nominally 20 DKK
at a price that is based on the average NKT share price for December 2007, plus
an annual hurdle rate of 8% - corresponding to the internal WACC (Weighted
Average Cost of Capital) - and minus dividends paid to the shareholders until
the time of exercise. Accordingly the subscription price per share of nominally
20 DKK before deduction of dividends shall be 594.00 DKK, 641.51 DKK and 692.83
DKK, respectively, depending on whether exercise takes place in 2011, 2012 or
2013. 
Purpose
The purpose of the allocation of warrants is to create a link between the
efforts of employees and management and the company's long-term value creation. 
Conditions
The principal condition for exercise of the warrants is that the warrantholder
has not terminated his/her employment with the company prior to 1 January 2011.
If the warrantholder is given notice of employment termination by the company
for any reason except misconduct, the warrantholder shall be entitled to retain
and exercise his/her warrants. 
If possible, the warrants will be taxable according to Section 7 H of the
Danish Tax Assessment Act. 
The terms governing the warrants are further described in the enclosure, which
contains the full text of the amendments made to the company's Articles of
Association by virtue of the warrant allocation. 
Market value
As described above, the exercise price for the warrants is based on the average
NKT share price for December 2007 (calculated as 471.53 DKK) plus an annual
hurdle rate of 8% and minus yearly dividends until the time of exercise. 
Based on a price per share of 471.53 DKK and a dividend policy equal to an
annual distribution of dividends in the level of 1/3 of the year's net
result.the value of the new warrants is calculated using the Black-Scholes
formula as 4.8mDKK assuming that the share warrants are exercised at the
earliest possible time. The calculation assumes volatility of 27.7% and an
interest rate of 4% per annum. 
The value of the warrants constitutes an average of 21% of the annual salary
expenditure relating to the persons allocated warrants. 
Further information
Please address any questions regarding the above to the undersigned on
telephone +45 43 48 20 00. 
Yours faithfully
NKT Holding A/S
Thomas Hofman-Bang
President and CEO 

Enclosure to Stock Exchange Release No. 1 of 3 January 2008 

Amendments to the Articles and Association in connection with the issuance of
Warrants in 2008 
The decision of the Board of Directors containing the conditions for
subscription and exercise of warrants has been added to the articles of
association of the company as a new article 3 K with reference to the existing
article 3 C. 
Article 3 K has the following wording: 
In accordance with article 3 B the Board of Directors of NKT Holding A/S has in
January 2008 decided to issue warrants to the employees of the company with a
right to subscribe for up to nominally DKK 1,500,000 shares in the company. No
separate payment shall be effected for the warrants. In accordance with article
3 B the Board of Directors has also passed a resolution regarding the related
capital increase. The General Meeting's authorisation of April 3, 2003 stated
in article 3 B is hereby reduced to nominally DKK 1,298,720. 
The warrants may be wholly or partly exercised to subscribe for shares two
weeks after the publication of the company's statement of annual accounts
during each of the years 2011, 2012 and 2013 (hereinafter referred to as "the
period of exercise"). This means that the warrants may be exercised for the
first time for the subscription of shares in 2011 in the period from the
publication of the preliminary statement of annual accounts for 2010 and two
weeks onwards. The warrants may not be exercised for subscription of shares
outside a period of exercise. After the expiry of the last period of exercise -
i.e. in 2013, two weeks after the publication of the statement of annual
accounts for 2012 - non-exercised warrants shall automatically lapse without
notice and without compensation. The period of exercise may be changed solely
by the Board of Directors, if required, in order to observe stock exchange
rules, including prohibition against insider trading, in force at the time of
exercise. The warrants only entitle the holder to subscribe for shares in one
transaction. Partial exercise of a warrant for subscription of shares shall
therefore result in a lapse of the remaining part of the warrant. 
The subscription price per share of nominally DKK 20 is set as a fixed
subscription price less any dividend approved by the general meeting of the
company during the period from 1 January 2008 up to and including the date of
the general meeting which is held immediately prior to the warrantholder's
exercise of the warrant and registration of the newly subscribed shares, cf.
below. If newly subscribed shares convey entitlement to dividend at the
company's general meeting during the year in which the warrant is exercised, no
reduction in the subscription price shall be effected for dividend paid during
the relevant year. 
The fixed subscription price per share of nominally DKK 20 is set as (i) DKK
594.00 if subscription is effected in 2011, (ii) DKK 641.51 if subscription is
effected in 2012, and (iii) DKK 692.83 if subscription is effected in 2013. If,
for example, a fixed yearly dividend of DKK 10 per share of nominally DKK 20 is
paid during the period up to 2013, the subscription price shall be adjusted
accordingly to DKK 632.83 in case of subscription in 2013, provided
registration of the new shares is effected after the company's general meeting
in the relevant year without entitlement to dividend. 
The new shares, which may be subscribed for in accordance with the warrants,
shall belong to the same class of shares as the existing shares and shall in
all respects be subject to the same conditions as the existing shares. The
shares shall carry a right to dividend from the time of registration of the new
subscription with the Danish Commerce and Companies Agency. 
The warrants are further subject to article 3 C (1-9). However, article 3 C (3)
shall be replaced by the following wording: 
3.a   If the warrantholder's employment is terminated before 1 January 2011
based on the warrantholder's own termination thereof, the warrantholder's right
to exercise his/her warrants shall cease in full without warning and
compensation. However, if the warrantholder terminates his/her employment on
grounds of gross misconduct by the employer, article 3 (b) shall apply. 
3.b   If the warrantholder's employment is terminated before 1 January 2011
based on the employer's termination thereof, or if the warrantholder's
employment terminates after 1 January 2011, the warrantholder shall be entitled
to retain and exercise his/her warrants in full according to the conditions
contained herein. However, if the employer terminates the warrantholder's
employment on grounds of gross misconduct by the warrantholder, including cases
of immediate dismissal, article 3 (a) shall apply. 
3.c   If, before 1 January 2011  the warrantholder retires due to (i) old-age
pension; or (ii) the general ability to work on grounds of ill-health (i.e.
physical or mental invalidity) has been permanently decreased by two thirds
(2/3) or more; or (iii) the warrantholder dies, the conditions of article 3 (b)
shall apply. 
3.d   The Board of Directors of the Company is at its sole discretion entitled
to decide on a departure from  the conditions of articles 3 (a) and 3 (b) in
favour of the warrantholder, giving the warrantholder a right to retain and
exercise his/her warrants irrespective of termination of the employment. 
Further, Article 3 C (4) (last bullit point) concerning distribution of
extraordinary high dividend shall not apply to the warrants. 

*****

Article 3 C together with the amendments stated in Article 3 K can be
summarized as follows: 
1.     The warrantholder shall exercise a warrant by written notification to
the company's office within a period of exercise. The company shall confirm
receipt of the notification to the warrantholder. Payment shall be effected in
cash to the company simultaneously with entry on the subscription list and
within 14 days after the company's confirmation has been forwarded to the
warrantholder. 
2.     A warrant is personal and may under no circumstances become subject to
transfer or assignment, nor in the case of division of an estate, and cannot be
charged or in any other way serve as satisfaction of the warrantholder 's
creditors. 
3.a   If the warrantholder's employment is terminated before 1 January 2011
based on the warrantholder's own termination thereof, the warrantholder's right
to exercise his/her warrants shall cease in full without warning and
compensation. However, if the warrantholder terminates his/her employment on
grounds of gross misconduct by the employer, article 3 (b) shall apply. 
3.b   If the warrantholder's employment is terminated before 1 January 2011
based on the employer's termination thereof, or if the warrantholder's
employment terminates after 1 January 2011, the warrantholder shall be entitled
to retain and exercise his/her warrant in full according to the conditions
contained herein. However, if the employer terminates the warrantholder's
employment on grounds of gross misconduct by the warrantholder, including cases
of immediate dismissal, article 3 (a) shall apply. 
3.c   If, before 1 January 2011  the warrantholder retires due to (i) old-age
pension; or (ii) the general ability to work on grounds of ill-health (i.e.
physical or mental invalidity) has been permanently decreased by two thirds
(2/3) or more; or (iii) the warrantholder dies, the conditions of article 3 (b)
shall apply. 
3.d   The Board of Directors of the Company is at its sole discretion entitled
to decide on a departure from  the conditions of articles 3 (a) and 3 (b) in
favour of the warrantholder, giving the warrantholder a right to retain and
exercise his/her warrants irrespective of termination of the employment. 
4.     If prior to the exercise of a warrant one or several of the following
capital changes are implemented, the warrantholder shall in connection with
exercise of the warrants be compensated in relation to the number of shares
which may be subscribed for in accordance with the warrant and/or in relation
to the subscription price for the shares, so that the warrantholder, both
financially and in relation to the share interest (rounded down), is placed in
a situation as if the warrant had been exercised immediately before the
implementation of the relevant resolution: 
•	Capital increase by the issue of bonus shares. 
•	Capital increase whereby shares may be subscribed at a price which is more
than 10 per cent lower than the market value at the time of subscription (cf.
paragraph 6 below). 
•	Issue of warrants, convertible debt certificates or the like whereby shares
may be subscribed at a price which is more than 10 per cent lower than the
market value at the time of subscription (cf. paragraph 6 below). No adjustment
shall be effected in connection with subsequent exercise/conversion. 
•	Capital reduction where payment is effected to existing shareholders of
amounts, which exceed the market value of the relevant shares by more than 10
per cent at the time when the capital reduction is decided. 
•	Capital reduction to cover loss. 
5.    The circumstances mentioned in paragraph 4 shall be administered by the
company's Board of Directors, who shall make the final and binding decision on
implementation and calculation of any adjustment of the warrants, also in
relation to the subscription price and share interest. 
6.    Notwithstanding paragraph 4 and the subscription price the following
circumstances shall not result in adjustment: 
•	Issue and subsequent exercise/conversion of warrants, convertible debt
certificates or the like to board members or employees of the company or of a
subsidiary. 
•	Capital increase by subscription of new shares, including employee shares,
without a preferential right of subscription for the company's shareholders. 
7.    If, before the exercise of the warrants, 
i.	a resolution is passed to dissolve the company, also by merger or demerger
where  the company ceases to exist, 
ii.	a resolution is passed regarding delisting of the company's shares at the
Nordic Exchange, or 
iii.	if a shareholder together with the company's Board of Directors decides
that the other shareholders in the company must let their shares be redeemed by
the shareholder, cf. section 20 b of the Danish Companies Act, 
the company must, before the implementation of such a resolution, enable the
warrantholders to exercise their warrants for subscription of new shares in the
company. The subscription price shall be fixed at the subscription price
applicable for the closest period of exercise. The warrantholders are then
given a deadline by the company of four weeks within which they shall notify
the company in writing of whether the warrants will be exercised. After the
expiry of this period the warrants in respect of which no notification has been
given about exercise shall lapse automatically without notice and without
compensation. 
8.    If, before the exercise of the warrants, a public bid is made for the
company's shares - either voluntarily or involuntarily - whereby one
shareholder directly or indirectly acquires more than 2/3 of the company's
nominal share capital the company shall enable the warrantholder to exercise
their warrants for subscription of new shares in the company. The
warrantholders are then given a deadline by the company of four weeks within
which they shall notify the company in writing whether the warrants will be
exercised. The subscription price shall be fixed at the subscription price
applicable for the closest period of exercise. The holders shall be entitled
but not obliged to exercise the warrants, and warrants which are not exercised
within the above-mentioned period shall continue unchanged and may be exercised
for subsequent subscription of shares within the ordinary periods of exercise.
If the situations in paragraphs 7 and 8 become relevant at the same time
paragraph 7 shall take precedence. 
9.    Resolutions regarding other matters of the company than the matters
mentioned in paragraphs 4-8 shall not affect the conditions for exercise of the
warrants. 
NKT/3 January 2008