Annual General Meeting 2008


The Nordic Exchange
Nikolaj Plads 6
DK-1007 Copenhagen K




10 April 2008
Announcement No. 9

Annual General Meeting 2008
The annual general meeting of NKT Holding A/S was held on Thursday 10 April
2008; cf. announcement no. 8, to The Nordic Exchange dated 26 March 2008. 

The general meeting approved the annual report containing the reviews of the
Management, the consolidated accounts and the audited annual accounts of the
parent company, as well as the auditors' and the Management's reports. The
general meeting duly discharged the Board of Directors and the Management from
their liabilities for the year ended. 

The Board of Directors' proposal for a total dividend of 11 DKK per share of
nominally 20 DKK was adopted. 

The Board of Directors' proposal that the remuneration to the Board of
Directors for 2008 totals 3,150,000 DKK (i.e. 600,000 DKK to the chairman,
450,000 DKK to the deputy chairman and 300,000 DKK to each of the other
members) was adopted. 

Attorney-at-law Christian Kjær, Mayor Jan Trøjborg, director Krister Ahlström,
president and CEO Jens Maaløe and CFO Jens Due Olsen were all re-elected as
members of the board of directors. 

Lone Fønss Schrøder was elected as a new member of the board of directors.

Jan Wraae Folting resigned from the board of directors.
KPMG Statsautoriseret Revisionspartnerselskab was elected as sole auditor of
the company. 

The following changes to the articles of association of the company were
adopted at the general meeting: 

Amendment of article 3 (4) of the Articles of Association
The Board of Directors is authorized to decide on the distribution of
extraordinary dividends in accordance with the rules of the Danish Public
Companies Act. 

Warrants
Authorization of the Board of Directors to issue warrants to the employees and
management in the company and companies consolidated with the company with up
to a nominal amount of 10,000,000 DKK shares (500,000 shares) of 20 DKK each.
The Board of Directors was also authorised to effect the necessary capital
increase connected to the exercise of the warrants. 

The authorization to the Board of Directors is inserted in the Articles of
Association as a new article 3.B.5: 

In the period up to 1 April 2013 the Board of Directors is authorised to issue
warrants, in one or several transactions and without preferential right of
subscription for existing shareholders, up to a nominal amount of 10,000,000
DKK (500,000 shares of 20 DKK each) to the employees and management of the
Company and companies consolidated with the Company. 

In the period up to 1 April 2013 the Board of Directors is further authorised
to effect, in one or several transactions, without preferential right of
subscription for existing shareholders and against payment in cash, by up to a
nominal amount of 10,000,000 DKK in connection with exercise of the warrants at
a price, possibly a favourable price, fixed by the Board of Directors. 

In the case of capital increases pursuant to the above, the new shares are
negotiable instruments and are issued to the bearer, but can be registered and
shall in all respects rank equally with the Company's existing shares, also
with respect to redemption and restrictions in negotiability. The new shares
carry a right to dividend from the time decided by the Board of Directors, but
not later than from the financial year following the capital increase. 

Electronic communication

As a consequence of NKT's continued focus on electronic communication with the
shareholders, the proposal for a change of the articles of association art. 6.9
was adopted. The amendment implies that the company is only obliged to send the
annual report electronically to the shareholders and that the company is no
longer obliged to send a paper version of the extract of the annual report. The
wording of article 6.9 of the articles of association is as follows: 

“The company may decide that the complete annual report shall only be forwarded
to the shareholders in electronic form. The annual report will be published on
the company's website www.nkt.dk and will be forwarded by electronic mail to
any registered shareholders who have requested it and informed the company of
their e-mail address. System requirements and the procedure for sending the
report by e-mail will be published on the company's website. The shareholders
shall be informed when it is decided by the company only to forward the
complete annual report electronically.” 

Guidelines regarding incentive pay

The guidelines regarding incentive pay for the board of directors and
management in NKT Holding A/S were adopted. 

The following provision was inserted as a new art. 11(3) in the articles of
association: 

The Board of Directors of the company has drafted guidelines regarding the
company's use of incentive pay to the Board of Directors and the management in
accordance with the Danish Public Companies Act art. 69 b. The guidelines have
been presented to and adopted by the general meeting. The guidelines are
published at the company's homepage www.nkt.dk“. 

General update of the articles of association

It was adopted that the articles of association are generally updated to meet
current standards and to ensure that recent changes in legislation are
reflected in the articles of association and to ensure that the articles of
association are clear and easy to understand. 

The entire new articles of association can be found at the company's homepage
www.nkt.dk, and will be communicated to the public through a separate
announcement to The Nordic Exchange. 

Own shares

The general meeting authorised the Board of Directors for the period until the
next ordinary general meeting to arrange for an acquisition by the company of
own shares representing a nominal value up to 10 per cent of the share capital.
The purchase price for such shares shall not deviate more than 10 per cent from
the price quoted on the Copenhagen Stock Exchange at the time of acquisition. 

Authorisation to the chairman of the meeting

The chairman of the meeting was authorised to make such changes and amendments
to the decisions made at the general meeting and the registration with the
Danish Commerce and Companies Agency as may be required by the Danish Commerce
and Companies Agency in connection to the registration of the decisions made. 

* * *

At a meeting of the Board of Directors held after the general meeting,
Attorney-at-law Christian Kjær was elected chairman of the Board of Directors
and Mayor Jan Trøjborg was elected deputy chairman. 

Yours faithfully
NKT Holding A/S
Christian Kjær
Chairman of the Board of Directors


The Chairman's full report is available at www.nkt.dk