NOTICE CONVENING THE ANNUAL GENERAL MEETING
OF BRØDRENE HARTMANN A/S
(CVR no.: 63049611)
Wednesday, 11 April 2012 at 2pm
at Plesner law firm, Amerika Plads 37,
DK-2100 Copenhagen Ø
1 Agenda
1. Report from the Board of Directors on the company's activities in the past
financial year.
2. Presentation of the audited annual report for approval.
3. Resolution on the discharge from liability of members of the Executive Board
and the Board of Directors.
4. Resolution on the distribution of profit or the cover of loss in accordance
with the approved annual report.
5. Election of members to the Board of Directors.
6. Approval of compensation policy for the Board of Directors and the Executive
Board.
7. Approval of the compensation to the Board of Directors for FY 2012.
8. Election of auditor.
9. Proposal from the Board of Directors for amendment to art. 8.1, 8.2, and 8.3
of the Articles of Association.
10. Proposal from the Board of Directors for the granting of authority to
acquire own shares.
11. Proposal from the Board of Directors to grant the Chairman of the meeting a
right of substitution in relation to resolutions passed at the general meeting
so as to allow their registration with the Danish Business Authority.
12. Any other business.
2 Elaboration of the proposals
2.1 Re item 4 on the agenda
Resolution on the distribution of profit or the cover of loss in accordance with
the approved annual report.
The Board of Directors recommends to the annual general meeting that a dividend
be declared for 2011 of DKK 9.25 per share, corresponding to 85 per cent of the
profit for the year.
2.2 Re item 5 on the agenda
Election of members to the Board of Directors.
According to the Articles of Association, board members elected by the general
meeting sit for a term of one year.
Agnete Raaschou-Nielsen, Walther Vishof Paulsen, Peter-Ulrik Plesner, Niels
Hermansen and Jørn Mørkeberg Nielsen are up for re-election. The Board of
Directors proposes that they be re-elected.
An outline of the background of the individual board members:
Agnete Raaschou-Nielsen (54) has special competencies within the international
process industry, production, sales, management, and finance. CEO of Aalborg
Portland A/S until 2011. Previously CEO of Zacco Denmark A/S, CEO of Coca-Cola
Tapperierne A/S, and Vice President of Carlsberg A/S. Agnete Raaschou-Nielsen
chairs the board of Juristernes og Økonomernes Pensionskasse, is vice-chair of
the board of Investeringsforeningen Danske Invest and six other investment
funds, etc., and member of the board of Dalhoff Larsen & Horneman A/S, Danske
Invest Management A/S, Novozymes A/S, and Arkil Holding A/S.
Walther Vishof Paulsen (62) has special competencies within general management,
finance and controlling. Until 2000 Executive Vice President and ExCo member of
Carlsberg A/S. Now engaged in board work full-time. Walther Vishof Paulsen is
chairman of the board of Hotel Koldingfjord A/S, a board member of
Investeringsforeningen Danske Invest, Det Obelske Familiefond, Sanistål A/S,
Arkil A/S, Arkil Holding A/S, and Gerda og Victor B. Strand's Foundation.
Niels Hermansen (58) is CEO of Stjerneskansen Holding ApS and has special
competencies within general management in the process and packaging industry.
Until 2005 CEO of Neoplex/Mondi Packaging Nyborg A/S, and before that CEO of
Fritz Hansen A/S. Now works full-time as a board member, etc. Niels Hermansen is
chairman
of the board of Fredericia Furniture A/S, R. Færch Plast A/S, Creative
Organisations A/S, Royal Copenhagen A/S, and Signal Clothing A/S, he is vice-
chairman of the board of
VIKAN A/S, and the Vissing Foundation, and he is a member of the board of Færch
Holding ApS.
Jørn Mørkeberg Nielsen (51) is President & CEO of Sonion A/S and CEO of Xilco
A/S and Xilco Holding A/S who owns Sonion A/S. Jørn Mørkeberg Nielsen has
special competencies within the international processing industry and management
experience of optimisation processes within production, supply chain, R&D, and
international business-to-business sales and marketing. Jørn Mørkeberg Nielsen
is chairman of five foreign subsidiaries of Sonion A/S.
Peter-Ulrik Plesner (65) possesses comprehensive legal competencies gleaned from
his long career as a lawyer, and he has in-depth knowledge of Hartmann's
business area accumulated through his period on the board of Hartmann, which he
joined in 1982. Peter-Ulrik Plesner is a partner of Plesner Law Firm. He is
chairman of the board of EVA SOLO A/S; Johan Mangor A/S; Piet Hein A/S; Triumph
International Textil A/S; the Hartmann Foundation and B.H.F. Invest A/S, and
member of the board of the Ida Løfberg Foundation. Peter-Ulrik Plesner is also
chairman of Dansk Forening for Industriel Retsbeskyttelse (the Danish Society
for the Protection of Industrial Property), and a member of several legal
societies in Denmark and abroad.
2.3 Re item 6 on the agenda
Approval of the Company's compensation policy for the Board of Directors and the
Executive Board.
The Board of Directors has set up a separate Audit Committee consisting of two
board members.
The Board of Directors proposes that the Board compensation policy applicable to
the
Board of Directors be changed so as to include a separate amount in compensation
for those board members who are also members of the Audit Committee.
The Board of Directors proposes that the general meeting approve the draft
compensation policy. The text is available in its entirety on www.hartmann-
packaging.com under 'Investor News'.
2.4 Re item 7 on the agenda
Approval of the compensation to the Board of Directors for FY 2012.
The Board of Directors submits its proposal for board compensation for 2012 for
approval by the shareholders in general meeting. The Board of Directors
recommends that the board compensation for 2012 be unchanged from 2011 as
follows:
The compensation for ordinary board members is DKK 200,000, and the vice
chairman and the chairman receive such compensation multiplied by two and three,
respectively.
Ordinary members of the Audit Committee receive an amount in compensation
equalling 50% of the board fee. The Chairman of the Audit Committee receives an
amount in compensation equalling the full board fee. However, a Chairman of the
Audit Committee who is also Vice Chairman of the board receives a compensation
equalling 50% of the board fee.
2.5 Re item 8 on the agenda
Election of auditor.
The Board of Directors proposes that Deloitte Statsautoriseret
Revisionspartnerselskab be reelected.
2.6 Re item 9 on the agenda
Proposals from the Board of Directors for amendments to art. 8.1, 8.2, and 8.3
of the Articles of Association.
Effective from 1 January 2012 the Danish Commerce and Companies Agency was
renamed the Danish Business Authority.
As a consequence the Board of Directors proposes that the current wording of
art. 8.1, 8.2, and 8.3 of the Articles of Association be amended accordingly.
Accordingly, the Board of Directors proposes that the current wording of art.
8.1, 8.2, and 8.3 of the Articles of Association be changed to:
"8.1 General meetings shall be called by the Board of Direc¬tors at a notice of
not more than five weeks and, unless a shorter notice is allowed under Danish
company law, not less than three weeks. Convening notices shall be sent upon
request to shareholders listed on the company's register of shareholders and
shall also be communicated through the IT system of the Danish Business
Authority. Furthermore, convening notices shall be published on the company's
website.
8.2 General meetings shall be held in the municipality in which
the company's registered office is located (as it appears in the IT system of
the Danish Business Authority), in the municipality of Copenhagen or in the
municipality of Tønder.
8.3 The annual general meeting shall be held early enough for the audited
and adopted annual report to be submitted to and received by the Danish Business
Authority not later than four months after the closing of the financial year.
Once adopted, the audited and approved annual report shall be submitted to the
Danish Business Authority without undue delay."
These changes will be approved without voting.
2.7 Re item 10 on the agenda
Proposal from the Board of Directors for the adoption of the following authority
to acquire own shares.
The Board of Directors is granted authority to let the company acquire own
shares at a maximum nominal value of DKK 14,030,180 in the period until 11
October 2013 at the price listed at the time of acquisition plus/minus a maximum
10 per cent.
2.8 Re item 11 on the agenda
Proposal from the Board of Directors to grant the Chairman of the meeting a
right of substitution in relation to resolutions passed at the annual general
meeting so as to allow their registration with the Danish Business Authority.
Proposal from the Board of Directors to grant the Chairman of the meeting
authority to arrange for, and to make such alterations and additions as may be
required for, the registration of resolutions passed at the annual general
meeting with the Danish Business Authority.
- 0 -
In fulfilment of the requirement set out in section 97 of the Danish Companies
Act, it is noted that the share capital of Brødrene Hartmann A/S represents a
total nominal value of DKK 140,301,800, and that each share of DKK 20 confers
one vote upon its holder at the general meeting.
A full and unabridged version of the company's Annual Report 2011 is available
in Danish and English on www.hartmann-packaging.com under the tab "Investor >
Download Centre > Annual Reports". The agenda and the complete proposals are
contained in this convening notice.
Effective from 13 March 2012 this convening notice, including the agenda and the
complete proposals, a statement of the total number of shares and voting rights
as at the date of the convening notice, the draft version of the Company's
compensation policy, the draft version of revised Articles of Association, and
forms for voting by proxy or correspondence and for obtaining admission cards
will be available on www.hartmann-packaging.com in the box "Investor News" on
the front page.
Also, on 13 March 2012 this convening notice, including the agenda and the
complete proposals, as well as forms for voting by proxy and obtaining admission
cards have been sent by ordinary mail to shareholders listed in the company's
register of shareholders.
New registered shareholders may have the convening notice sent to them by making
a request therefore not later than on 20 March 2012.
The present convening notice will also be published through the IT system of the
Danish Business Authority on 13 March 2012.
The following adoption requirements must be met in order for the proposals to be
considered adopted:
· the proposals under agenda items 2, 3, 4, 5, 6, 7, 8, 10, and 11 may be passed
by simple majority.
- 0 -
Shareholders wishing to attend the general meeting and exercise their voting
rights must follow the procedures set out below:
All shareholders shall be entitled to attend the general meeting and exercise
their voting rights on the basis of their holding of shares as of the
registration date, i.e. Wednesday, 4 April 2012, which is one week before the
day of the annual general meeting.
The shareholding of the individual shareholder shall be determined as of the end
of the registration date on the basis of the listing of the shareholder's shares
in the register of shareholders as well as notifications of shareholdings
received by the Company with a request for listing in the register, but not yet
registered.
To be listed in the register of shareholders and included in the determination
of the shareholding, notifications of shareholdings must be proven by the
presentation of a transcript from VP Securities A/S or similar documentation
issued within the month immediately preceeding the day of presentation. Such
documentation must be received by the Company by the end of the registration
date at the latest.
Only persons registered as shareholders as of the registration date, Wednesday,
4 April 2012, shall be entitled to attend and vote at the general meeting.
However, to attend the company's general meeting shareholders must have
submitted a request for an admission card to the company in due time against
presentation of proof of identity, see below.
Admission cards to the annual general meeting - and forms for use by
shareholders, e.g. if they are prevented from attending the general meeting in
person and wish to grant proxies or vote by correspondence - are available from
the company's head office at Ørnegårdsvej 18, DK-2820 Gentofte (tel.:
+45 45 97 00 00, Monday to Thursday from 8am to 4pm, and Friday from 8am to
2pm), or from VP Investor Services A/S (tel.: +45 43 58 88 91) Monday to Friday
from 9am to 4pm.
Admission cards and proxy forms may be ordered until Wednesday, 4 April 2012 at
23:59. Filled-in applications for admission cards and proxy forms must be
returned to VP Investor Services A/S not later than Wednesday, 4 April 2012 at
23:59, at the address Weidekampsgade 14, P.O. Box 4040, DK-Copenhagen S or by
fax transmission to +45 43 58 88 67.
Shareholders planning to call on VP Investor Services A/S in person should note
that the office of VP Investor Services A/S is open between 9am and 4pm during
the week.
It is also possible to order admission cards and grant proxies for the annual
general meeting via the internet on the website of Brødrene Hartmann A/S,
www.hartmann-packaging.com, or on the website of VP Investor Services A/S,
www.vp.dk/gf, not later than Wednesday, 4 April 2012 at 23:59.
Please note that the use of electronic proxies requires access to a net bank or
an identity as VP user and a VP code.
It is also possible to vote by correspondence prior to the annual general
meeting. Mail-in votes must be received by the Company at the address VP
Investor Services A/S, Weidekampsgade 14, P.O. Box 4040, DK-Copenhagen S or by
fax transmission to +45 43 58 88 67 no later than Tuesday, 10 April 2012 at
23:59.
Mail-in votes received by the Company cannot be revoked.
Forms for voting by correspondence are available from the Company's website on
www.hartmann-packaging.com in the box 'Investor News' on the front page.
Shareholders may put questions to the agenda before the general meeting,
provided that such questions are received by the Company not later than Tuesday,
10 April 2012 at 23:59. Questions may also be put at the annual general meeting.
The issue of shares is handled by Danske Bank A/S through which shareholders may
exercise their financial rights.
Gentofte, 13 March 2012
Brødrene Hartmann A/S, the Board of Directors
Ørnegårdsvej 18, DK-2820 Gentofte
Tel. + 45 45 97 00 00
[HUG#1593429]
