NOTICE CONVENING THE ANNUAL GENERAL MEETING
OF BRØDRENE HARTMANN A/S
(CVR no.: 63049611)
Tuesday, 20 April 2010 at 2pm
at Plesner law firm, Amerika Plads 37,
DK-2100 Copenhagen
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, and
resolution on the discharge from liability of members of the Board of Directors
and the Executive Board.
3. Resolution on the distribution of profit or the cover of loss in
accordance with the approved annual report.
4. Election of members to the Board of Directors.
5. Approval of emoluments to the Board of Directors for FY 2010.
6. Election of auditor.
7. Proposal from the Board of Directors for an amendment to the
company's articles of association: the adoption of a new article 13(2) - Age
limit for board members
8. Proposal from the Board of Directors for amendments to several
articles in the company's articles of association as a result of the new Danish
companies act.
9. Proposal from the Board of Directors for amendments to several
articles in the company's articles of association based on the new Danish
companies act.
10. Proposal from the Board of Directors for conditional amendments to
several articles in the company's articles of association as a result of the
new Danish companies act.
11. Proposal from the Board of Directors for amendments to several other
articles in the company's articles of association.
12. 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 notification of resolutions made at the annual general
meeting to the Danish Commerce and Companies Agency.
13. Proposal from the Board of Directors for the granting of authority to
acquire treasury shares.
14. Any proposals from the Board of Directors or shareholders.
2 Elaboration of the proposals
2.1 Re item 3 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 2009 of DKK 1.50 per share, corresponding to approx. 30 per cent
of the profit for the year.
2.2 Re item 4 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.
Erik Højsholt, Walther Vishof Paulsen, Peter-Ulrik Plesner and Niels Hermansen
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:
Erik Højsholt (61) has long-standing management experience and in-depth
knowledge of strategic change processes. He has a graduate diploma in business
administration (foreign trade) from Århus Business School, and his previous
executive positions include those of Sales and Marketing Director of Danmark
Protein A/S, CEO of New Zealand Milk Products GmbH, Director of International
Sales and Business Area Director of MD Foods Amba (now Arla Foods), CEO and
Group President of Aarhus United A/S (formerly Aarhus Oliefabrik A/S), where he
ended up by being appointed chairman of the board of AarhusKarlshamn AB, which
was established by the merger of Aarhus United A/S and Swedish Karlshamns AB. He
is chairman of the board of Auriga Industries A/S, Cheminova A/S, BJ A/S, FCMB
ApS, R2 Group A/S, Fluxome Sciences A/S, Brødrene Kier A/S, Novopan Træindustri
A/S, and K/S Golfcenter Holme Bjerge; he is vice-chairman of the board of Jeka
Fish A/S, and he is a board member of Royal Unibrew A/S, Hans Schourup A/S, Good
Food Group A/S, the Vilhelm Kier Foundation and Aarhus University.
Walther Vishof Paulsen (60) has long-standing international management
experience and in-depth knowledge of economic and financial affairs. Walther
Vishof Paulsen has an MSc from Århus Business School, and his previous executive
positions include that of Group President and ExCo member of Carlsberg A/S from
1985 - 2000. Walther Vishof Paulsen is chairman of the board of Hotel Kolding
Fjord A/S; he is vice-chairman of the board of C. W. Obel A/S and a board member
of Investeringsforeningen Danske Invest, Dan-Ejendomme A/S, Dan-Ejendomme
Holding A/S, Dan-Ejendomsinvestering A/S, Det Obelske Familiefond, Sanistål A/S,
Arkil A/S, Arkil Holding A/S and Dantherm A/S.
Peter-Ulrik Plesner (63) 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 trained as a lawyer and is a partner of
Plesner Law Firm. He is chairman of the board of EVA Denmark A/S, Johan Mangor
A/S, Piet Hein A/S, Triumph International Textil A/S and the Hartmann
Foundation, among others. He is also a member of the board of the Ida Løfberg
Foundation, 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.
Niels Hermansen (56) is CEO of Stjerneskansen Holding ApS and has long-standing
management experience and in-depth knowledge of economic and strategic affairs.
He has an MSc in strategic planning/management accounting from Copenhagen
Business School. His previous executive positions include that of CEO of
furnituremaker Fritz Hansen A/S from 1992-1998 and of packaging manufacturer
Neoplex/Mondi Packaging Nyborg A/S from 1998-2005. Since 2005 he has been
working as a professional board member. Niels Hermansen is chairman of the board
of Fredericia Furniture A/S, R. Færch Plast A/S, Signal Clothing A/S and
1508.dk Holding 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 A/S.
2.3 Re item 5 on the agenda
Approval of emoluments to the Board of Directors for FY 2010.
The total annual amount in emoluments to members of the Board of Directors for
2009 will be approved by the general meeting in connection with its approval of
the Annual Report 2009.
The Board of Directors will present the emoluments to members of the Board of
Directors for 2010 to the general meeting for approval. The Board of Directors
recommends that the board emoluments for 2010 remain unchanged from 2009.
2.4 Re item 6 on the agenda
Election of auditor.
The Board of Directors recommends the re-election of Deloitte Statsautoriseret
Revisionsaktieselskab.
2.5 Re item 7 on the agenda
Amendment to the articles of association.
Proposal from the Board of Directors for the adoption of a new article 13(2) of
the company's articles of association with the following wording:
Board members must not be aged above 69 when joining the Board of Directors.
Board members must resign from the Board of Directors not later than at the
first annual general meeting held after the day they turn 70.
2.6 Re item 8 on the agenda
Amendments.
Proposal from the Board of Directors for several amendments to the articles of
association as a result of the new Danish companies act:
2.6.1 Proposal for an amendment to article 4 of the company's articles
of association:
Proposal that the heading be rephrased as follows:
"Share capital, shares and register of shareholders"
Proposal that article 4(5) be rephrased as follows:
"The shares shall be issued to bearer but may be registered in the name of the
holder in the company's register of shareholders."
Proposal that a new article 4(7) be inserted with the following wording:
"The company's register of shareholders shall be kept by VP Investor Services
A/S (VP Services A/S), Weidekampsgade 14, DK-2300 Copenhagen S."
It is further proposed that article 4a be deleted in consequence of the above
amendments. Article 4a runs as follows:
"Register of shareholders
The company's register of shareholders shall be kept by VP Investor Services A/S
(VP Services A/S), Weidekampsgade 14, DK-2300 Copenhagen S."
2.6.2 Proposal for an amendment to article 7 of the company's articles
of association:
Proposal that article 7(1) be rephrased as follows:
"In the event of further increases of the share capital, the shares under the
new issue shall be offered to existing shareholders in proportion to their
holdings of existing shares unless the general meeting resolves otherwise by the
majority of votes stipulated in article 12(10)."
2.6.3 Proposal for an amendment to article 8 of the company's articles
of association:
Proposal that the heading be rephrased as follows:
"General meetings and convening notices"
Proposal that article 8(1) be rephrased as follows:
"General meetings shall be called by the Board of Directors 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 Commerce and
Companies Agency. Furthermore, convening notices shall be published on the
company's website."
Proposal that article 8(2) be rephrased as follows:
"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
Commerce and Companies Agency), in the municipality of Copenhagen or in the
municipality of Tønder."
Proposal that the existing article 8(5) be renamed article 8(6). Proposal that
the new article 8(6) be rephrased as follows:
"Extraordinary general meetings shall be held when so resolved by the general
meeting or at the request of the Board of Directors or the auditor. Moreover, at
the request in writing by shareholders whose aggregate holdings represent
minimum five per cent of the company's share capital, an extraordinary general
meeting shall be convened within a period of two weeks for the purpose of
addressing a specific, identified topic."
2.6.4 Proposal for an amendment to article 8a of the company's articles
of association:
Proposal that article 8a(1) be rephrased as follows:
"When the Board of Directors finds it appropriate and technically safe it may
invite shareholders to attend by electronic means general meetings that are also
attended by shareholders in person (a partially electronic general meeting). In
this way, shareholders will be able to attend, express their opinion and vote at
the general meeting by electronic means. In due course more information will be
made available on the company's website and in the notices convening the general
meetings involved, and written information on the subject will also be sent to
shareholders listed in the company's register of shareholders."
2.6.5 Proposal for an amendment to article 11 of the company's articles
of association:
Proposal that the heading be rephrased as follows:
"Making the agenda and related documents available to shareholders on the
company's website".
Proposal for the insertion of the following new points (i) to (v) of article
11(1):
"Unless a shorter timeframe is prescribed by Danish company law, the following
documents and information shall be made available to shareholders on the
company's website not later than three weeks before the general meeting
(including the date on which the meeting is held):
(i) The convening notice containing such information as is set out in
article
8(7) above.
(ii) The total number of shares and voting rights as at the date of the
con-
vening notice.
(iii) The documents to be presented at the general meeting including, for
an-
nual general meetings, the audited annual report.
(iv) The agenda and the complete proposals.
(v) If relevant, the forms to be used for voting by proxy or by
correspondence, unless
these forms are sent directly to shareholders. If, for technical reasons,
these forms
cannot be made available on the company's website, the company must
explain on its
website how to obtain hardcopy forms. In such cases the company shall
send the
forms to all shareholders upon request."
2.6.6 Proposal for an amendment to article 12 of the company's articles
of association:
Proposal that the heading be rephrased as follows:
"Right to vote and right of attendance, etc."
Proposal that article 12(2) be rephrased as follows:
"The right of shareholders conferred upon them by their shareholdings to attend
and vote at the company's general meetings or to vote by correspondence, see
article 12(6) below, shall be determined on the basis of the number of shares
held by them as at the registration date, as defined in article 12(5) below.
Sales or purchases of shares by shareholders in the period between the
registration date and the general meeting to which said date is connected shall
not affect the shareholders' right to vote at the general meeting in person or
by correspondence."
Proposal that article 12(3) be rephrased as follows:
"To attend the company's general meeting shareholders must submit a request for
an admission card to the company not later than three days before the general
meeting accompanied by appropriate proof of identity. Admission cards shall be
issued to shareholders holding shares in the company at the date of
registration, see article 12(5) below."
Proposal for the insertion of the following new articles 12(4) and 12(5):
Article 12(4)
"If the Board of Directors has decided to arrange a general meeting that is
partially electronic, see article 8(a) above, shareholders wishing to attend the
general meeting by electronic means must follow the procedure posted on the
company's website and set out in the convening notice in order to sign up for
electronic attendance not later than three days before the general meeting.
Participation by electronic means shall be subject to the same requirements as
stated above on the issuance of admission cards."
Article 12(5)
"The registration date shall be defined as the day preceding the date of the
general meeting by one week. At the expiry of the registration date the number
of shares held by each individual shareholder in the company shall be determined
on the basis of the entries made in the register of shareholders and duly
substantiated notices to the company concerning acquisitions of shares not yet
recorded in the register but received by the company prior to the expiry of the
registration date. To be recorded in the register of shareholders and included
in the statement, notices concerning shareholdings must be documented by the
presentation of transcripts from VP Securities A/S or similar documentation
issued within the preceding month. The company must be in receipt of such
documentation before the expiry of the registration date."
Proposal that the existing articles 12(4) to 12(8) be renamed articles 12(8) to
12(12).
Proposal that the existing article 12(5) (to be renamed article 12(9)) be
rephrased as follows:
"As a general rule, all resolutions made at the general meeting shall be passed
by simple majority."
Proposal that the existing article 12(6) (to be renamed article 12(10)) be
rephrased as follows:
"However, as a general rule the adoption of a resolution to amend the company's
articles of association shall require the support of two thirds of both the
votes cast and the voting stock represented at the general meeting".
Proposal that the existing article 12(7) (to be renamed article 12(11)) be
rephrased as follows:
"However, the amendments listed below may be carried out only if two thirds of
the share capital are represented at the general meeting, and only if the
proposal is adopted by a majority of two thirds of the votes cast as well as of
the voting stock represented at the general meeting. If less than two thirds of
the share capital are represented at the general meeting, but the proposal is
adopted by a majority of two thirds of the votes cast as well as of the voting
stock represented at the general meeting, a new general meeting shall be
convened as soon as possible at which the proposal may be adopted by two thirds
of the votes cast regardless of the size of the share capital represented at the
meeting. This provision shall apply to the following:
(i) Resolutions to dissolve the company and amend article 3 of the
articles of
association.
(ii) Resolutions to amend article 4 of the articles of association.
(iii) Resolutions to amend article 5 of the articles of association.
(iv) Resolutions to amend article 7 of the articles of association.
(v) Resolutions to amend article 12(8), 12(9), 12(10) and 12(11) of the
articles of
association.
(vi) Resolutions to amend article 21 of the articles of association."
Proposal that the existing article 12(8) (to be renamed article 12(12)) be
rephrased as follows:
"Shareholders shall be entitled to attend the general meeting by proxy. The
proxyholder shall present a written and dated proxy. No restrictions in terms of
time or otherwise shall apply to proxies, but proxies issued to the company's
Management shall be valid for a period of 12 months only and may be issued only
for a specific general meeting with an agenda known in advance."
2.6.7 Proposal for an amendment to article 12a of the company's articles
of association:
Proposal that article 12a(1) be rephrased as follows:
"The Board of Directors has been granted authority to introduce electronic
communication between the company and its shareholders, meaning that the company
may use electronic document exchange and electronic mail as specified below in
its communication with shareholders."
Proposal that article 12a(2) be rephrased as follows:
"Once the Board of Directors resolves to introduce electronic communication, the
company shall be able to send notices convening ordinary and extraordinary
general meetings, including the complete proposals for amendments to the
Articles of association, agenda, annual report, interim report, quarterly
report, stock exchange releases, minutes of general meetings, proxy forms,
mail-in voting forms, admission cards and other general information from the
company to its shareholders by means of email."
Proposal that article 12a(4) be rephrased as follows:
"Once the Board of Directors utilises the authority to introduce electronic
communication, the company shall notify shareholders listed in the company's
register of shareholders thereof by letter."
Proposal that article 12a(5) be deleted. It has the following wording:
"The Board of Directors is authorised to make the necessary amendments to the
articles of association in connection with the introduction of electronic
communication."
2.7 Re item 9 on the agenda
Amendments to the articles of association
Proposal from the Board of Directors for several amendments to the company's
articles of association based on the new Danish companies act.
The amendments are not required in order to bring the company's articles of
association into line with the requirements under the new Danish companies act.
However, the proposals are based on the provisions of the new act, and the Board
of Directors found it expedient for the company's articles of association to be
updated accordingly."
2.7.1 Proposal for an amendment to article 2 of the company's articles
of association:
Article 2 has the following wording and concerns the location of the company's
registered office:
"Registered office
The registered office of the company shall be situated in the municipality of
Gentofte."
It is proposed that Article 2 be rephrased to state the corporate language of
the company.
Proposal for a new heading:
"Corporate language"
Proposal that article 2(1) be rephrased as follows:
"The corporate language of the Hartmann Group shall be Danish, with English
being the corporate language used at meetings of the Board of Directors and in
working documents produced for the Board of Directors."
2.7.2 Proposal for the following amendments to article 8 of the
company's articles of association:
Proposal that a new article 8(7) be inserted with the following wording:
"The notice convening shareholders to an annual or an extraordinary general
meeting shall contain at a minimum the information set out below.
(i) The time and place of the general meeting, the agenda of the
meeting and a description of all proposals to be considered at the meeting. If
the meeting is to consider proposals to amend the articles of association, the
convening notice shall set out the most important elements of such proposals.
(ii) The size of the share capital and the voting rights of the
shareholders.
(iii) The registration date stated in article 12(5) below with a
clear indication that only companies or persons holding shares in the company as
at said date shall be entitled to attend and vote at the general meeting.
(iv) An indication of where and how to obtain the full, unabridged
text of the documents to be presented at the general meeting, the agenda and the
complete proposals.
(v) The exact internet address of the company's website where the
agenda and the other documents mentioned in article 11 below will be made
available.
(vi) The procedure for voting by proxy, and the information that the
company will make a written or electronic proxy form available to shareholders
entitled to vote at the general meeting, as well as an indication of the means
of communication accepted by the company for electronic messages concerning the
appointment of proxyholders.
(vii) The procedures for how to vote by postal or electronic means,
and the information that shareholders are entitled to put questions to the
agenda and other meeting-related material, as well as an indication of the
deadline contained in article 12(7) below for the submission of such questions
to the company prior to the general meeting.
(viii) If the general meeting is conducted partially by electronic
means, see article 8a below, this shall be stated in the convening notice
together with the details on how to sign up and what the detailed requirements
are to electronic systems used for electronic participation in the general
meeting. The convening notice shall also point out that detailed information
about the procedure to follow for electronic participation in the general
meeting is available on the company's website."
2.7.3 Proposal for an amendment to article 9 of the company's articles
of association:
Proposal that the heading be rephrased as follows:
"Chairman of the meeting, minute book and voting results"
Proposal that article 9(1) be rephrased as follows:
"The general meeting shall be presided over by a chairman appointed in advance
by the Board of Directors. The chairman, who does not have to be a shareholder,
shall decide all questions concerning the handling of matters at the meeting,
including the proceedings, votes and voting results."
Proposal that a new article 9(3) be inserted with the following wording:
"Not later than two weeks after the general meeting the minute book, or an
authenticated transcript of the minute book, shall be made available to the
company's shareholders."
2.7.4 Proposal for the following amendment to article 12 of the
company's articles of association:
Proposal that new articles 12(6) and 12(7) be inserted with the following
wording:
Article 12(6)
"Instead of casting their vote by attending the general meeting in person,
shareholders may vote by correspondence, meaning that they mail in their votes
prior to the general meeting. Shareholders deciding to vote by correspondence
must send their vote to the company by ordinary mail or by email in due time for
it to be received by the company not later than one day before the general
meeting. Mail-in votes received by the company cannot be revoked."
Article 12(7)
"Prior to the general meeting shareholders may put questions to the agenda and
other meeting-related material provided that the company is in receipt of such
questions not later than three days before the general meeting. The possibility
of putting questions before the general meeting shall not affect the right of
shareholders to put questions at the actual general meeting."
Proposal for the insertion of the following new articles 12(13) and 12(14):
Article 12(13)
"Shareholders may revoke proxies issued by them at any point in time. This shall
be done in writing."
Article 12(14)
"The shareholder or the proxyholder may attend the general meeting accompanied
by an advisor."
2.8 Re item 10 on the agenda
Amendments to the articles of association.
Proposals from the Board of Directors for the adoption of several conditional
amendments as a result of the new Danish companies act.
As regards the conditional amendments to the articles of association the
following should be noted:
The company in general meeting must decide on the wording of the conditional
amendments to the articles of association upon the entry into force of the new
companies act. Accordingly, Management has no scope within which to move with
regard to the wording or phrasing used in the provisions, etc.
The Danish Commerce and Companies Agency has decided to allow conditional
amendments to the articles of association of Danish companies during a
transitional period in a number of specified cases.
A description of the amendments, and the process involving the conditional
amendments, will be provided in the present convening notice as well as in the
minutes of the general meeting.
The conditional amendments have been incorporated into the articles of
association in the following way: the existing provision is maintained and is
followed by the statement that once the new companies act has entered into force
the provision will be given a new wording. This is followed by the new wording.
Once the new companies act enters into force, Management must forthwith arrange
for the necessary consequential changes to the articles of association, making
sure that the existing articles and the statement that the a new wording will be
used in the provision upon the entry into force of the new act are deleted. Once
this has been done, the articles of association will contain only the new
provision or article as it appears following the entry into force of the new
act. The adjusted articles of association must be filed with the Danish Commerce
and Companies Agency.
2.8.1 Proposal for the following amendment to article 8:
Proposal for the insertion of the following conditional amendment as an addition
to the existing article 8(4):
"Upon the entry into force of article 90(2) of the new Danish companies act, the
above provision in article 8(4) shall be rephrased as follows:
Proposals from shareholders for consideration by the annual general meeting
shall be submitted to the Board of Directors in writing not later than six weeks
before the date of the general meeting. In the event that the Board of Directors
receives a proposal later than six weeks before the general meeting, the Board
of Directors shall decide whether it was received in time for it to be included
on the agenda nonetheless."
Proposal for the insertion of the following conditional amendment as a new
article 8(5):
"Upon the entry into force of article 90(3) of the new Danish companies act, the
below new provision contained in article 8(5) shall be rephrased as follows:
Not later than eight weeks before the date set for the annual general meeting
the Board of Directors shall announce the date on which it intends to hold the
general meeting as well as the date by which requests must be filed by
shareholders wishing to have specific items included on the agenda, see article
8(4) above."
2.8.2 Proposal for the following amendments to article 9 of the company's
articles of association:
Proposal for the insertion of the following conditional amendments as new
articles 9(4) to 9(7):
"Upon the entry into force of article 101(5-7) of the new Danish companies act,
the following new articles 9(4) - 9(7) shall be phrased as follows:
Article 9(4)
"As a general rule, for each resolution made at the general meeting the minute
book of the general meeting must set out at a minimum the full details of the
voting, including information on (i) the total number of shares for which valid
votes were cast, (ii) the proportion of the share capital accounted for by these
votes, (iii) the total number of valid votes, (iv) the number of votes cast in
favour of and against each resolution, and (v) the total number of abstentions,
if any."
Article 9(5)
"If no shareholder requests that the full details of the votes be included in
the minute book, see article 9.4 above, the minute book need only state the
results of the individual votes."
Article 9(6)
"Accordingly, the Chairman of the general meeting shall have to clarify for each
individual vote whether or not any shareholders request the inclusion in the
minute book of the full details of the vote."
Article 9(7)
"Not later than two weeks after the general meeting the voting results from the
meeting shall be posted on the company's website."
2.9 Re item 12 on the agenda
Amendments to the articles of association.
Proposals from the Board of Directors for several other amendments to the
articles of association:
2.9.1 Proposal for the following amendments to article 6 of the company's
articles of
association:
Proposal that article 6(2) be rephrased as follows:
"Dividend that has not been claimed within three years of the due date shall
accrue to the company."
Proposal that article 6(3) be deleted. Article 6(3) has the following wording:
"The company's shares may be cancelled without judgment pursuant to the
statutory provisions applicable at the time. If a share has been lost, a new
share may be issued at the expense of the owner once cancellation has been
lawfully effected by him."
2.9.2 Proposal for amendments to article 10 of the company's articles of
association:
Proposal that article 10(1)(ii) be rephrased as follows:
"Presentation of the audited annual report for approval."
Proposal for the insertion of a new article 10(1)(iii) with the following
wording:
"Resolution on the discharge from liability of members of the Board of Directors
and the Executive Board."
Proposal that the existing articles 10(1)(iii) to (vi) be renamed articles
10(1)(iv) to (vii).
Proposal for the insertion of a new article 10(1)(viii) with the following
wording:
"Any other business"
2.9.3 Proposal for an amendment to article 14 of the company's articles
of association:
Proposal that article 14(1) be rephrased as follows:
"The Board of Directors shall elect a chairman and a deputy chairman to take
over the duties of the chairman in his absence."
2.10 Re item 12 on the agenda
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 notification of resolutions made at the annual general meeting
to the Danish Commerce and Companies Agency.
2.11 Re item 13 on the agenda
Proposal from the Board of Directors for the adoption of the following authority
to acquire treasury shares.
The Board of Directors is granted authority to let the company acquire treasury
shares at a maximum nominal value of DKK 14,030,180 in the period until 20
October 2011 at the price listed at the time of acquisition plus/minus maximum
10 per cent.
- 0 -
The following special adoption requirements (1) - (3) apply to the proposals,
and they all have to be met in order for the proposals to be considered adopted:
1. The amendments under agenda items 2, 3, 4, 5, 6, 12 and 13 may be
adopted by simple majority.
2. Adoption of the amendments under agenda item 8 shall require the
support of only one shareholder.
3. Adoption of the amendments under agenda items 7, 9, 10 and 11 shall
require the support of minimum two thirds of the votes cast as well as of the
voting stock represented at the general meeting.
- 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 2009 is available
on www.hartmann-packaging.com <http://www.hartmann-packaging.com/> go to the tab
"Investor > Download Centre > Annual Reports". The agenda and the complete
proposals are contained in this convening notice.
On 24 March 2010 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 documents to be presented at the general
meeting, i.e. draft versions of the articles of association and the Annual
Report 2009, as well as proxy forms and forms to obtain admission cards will be
posted on www.hartmann-packaging.com <http://www.hartmann-packaging.com/> in the
box "Investor News" on the front page.
Moreover, on 24 March 2010 this convening notice, including the agenda and the
complete proposals, proxy form, a form to obtain an admission card, a draft
version of the articles of association and excerpts of the Annual Report 2009,
will be sent to shareholders listed in the company's register of shareholders by
ordinary mail.
If a request is made in the period between 25 March 2010 and 29 March 2010 by a
shareholder having obtained registration of his shareholding in the company's
register of shareholders during that period, he too shall receive the convening
notice, etc., by ordinary mail
The present convening notice will also be published through the IT system of the
Danish Commerce and Companies Agency on 24 March 2010.
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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 against
presentation of an admission card to be obtained from the company's registered
office not later than 5 days before the general meeting. The status as
shareholder shall be proven by the presentation of a transcript from VP
Securities A/S issued within the month immediately preceding the day of
presentation and a written statement to the effect that the shares have not
been assigned to any other person.
Shareholders may exercise their voting rights only after having had their shares
entered on the company's register of shareholders or after due notification
and documentation of their acquisition of shares. Shareholders having acquired
shares by assignment shall be entitled to exercise the attendant voting rights
at a convened general meeting only if and when the shares thus acquired have
been registered in their name on the company's register of shareholders, or the
request for registration of such shares has been received by the company
together with documentation of the assignment. However, although the voting
rights attached to it cannot be exercised, the shareholding thus acquired will
be considered part of the voting stock represented at the general meeting if,
prior to the general meeting, the shares have been registered on the company's
register of shareholders, or the shareholder has reported and documented the
assignment.
Admission cards for the general meeting - and proxy forms for use by
shareholders prevented from attending the general meeting in person - 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 up until Thursday, 15 April 2010
at 4pm. However, filled-in proxy forms must be returned to VP Investor Services
A/S not later than on Thursday, 15 April 2010 at 4pm at the address
Weidekampsgade 14, P.O. Box 4040, København S or by fax transmission to +45
43 58 88 67.
It is also possible to order admission cards and return filled-in proxies for
the general meeting on the internet on the website of Brødrene Hartmann A/S at
www.hartmann-packaging.com or on the website of VP Investor Services A/S at
www.vp.dk/gf <http://www.vp.dk/gf> not later than on Thursday, 15 April 2010 at
4pm.
Please note that the use of electronic proxies requires access to a netbank or
an identity as VP user and a VP code.
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Shareholders may put questions to the agenda and to the other meeting-related
documents both before and during the general meeting.
The issue of shares is handled by Danske Bank A/S through which shareholders may
exercise their financial rights.
Gentofte, den 24 March 2010
Brødrene Hartmann A/S
The Board of Directors
Ørnegårdsvej 18, DK-2820 Gentofte
Tel. + 45 45 97 00 00
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[HUG#1396171]
