NOTICE CONVENING THE ANNUAL GENERAL MEETING
OF BRØDRENE HARTMANN A/S
(CVR no.: 63049611)
Tuesday, 26 April 2011 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.
3. Resolution on the discharge from liability of members of the Board of
Directors and the Executive Board.
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 a remuneration policy for the Board of Directors and the
Executive Board.
7. Proposal from the Board of Directors for an amendment to the Company's
general guidelines for incentive pay to the Board of Directors and the Executive
Board.
8. Approval of the emoluments to the Board of Directors for FY 2011.
9. Election of auditor.
10. 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 Commerce and Companies
Agency.
11. Proposal from the Board of Directors for the granting of authority to
acquire own shares.
12. Any proposals from the Board of Directors or shareholders.
13. 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 2010 of DKK 2.25 per share, corresponding to 32 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 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:
Agnete Raaschou-Nielsen (53) has special competencies within the international
process industry, production, sales, management and finance.
COO 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 and Novozymes A/S.
Walther Vishof Paulsen (61) 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; 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 and Arkil Holding A/S.
Niels Hermansen (57) 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; 1508.dk
Holding A/S; Royal Copenhagen A/S and Signal 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.
Peter-Ulrik Plesner (64) 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 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.
The Board of Directors proposes that the Board of Directors be supplemented by a
new member and recommends:
Jørn Mørkeberg Nielsen, born 1961, MSc (Economics and Business Administration)
and Graduate Diploma in Business Administration (HD), President & CEO of Sonion
A/S since 2009.
Previous positions include Executive Vice President, CFO and COO of Sonion A/S
(1998-2008) and Finance Manager and other positions with FLSmidth A/S (1985-
1998).
Jørn Mørkeberg Nielsen has special expertise 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.
2.3 Re item 6 on the agenda
Approval of the Company's remuneration policy for the Board of Directors and the
Executive Board.
According to the new recommendations for Corporate Governance, the remuneration
policy of Brødrene Hartmann A/S should be approved by the Company in general
meeting.
The Board of Directors proposes that the general meeting approve the draft
remuneration policy. The text is available in its entirety on www.hartmann-
packaging.com under 'Investor News'.
2.4 Re item 7 on the agenda
Proposal from the Board of Directors for an amendment to the Company's general
guidelines for incentive pay to the Board of Directors and the Executive Board,
see s. 139 of the Danish Companies Act.
It is proposed that the general guidelines for incentive pay to members of the
Board of Directors and the Executive Board (see s. 139 of the Danish Companies
Act) be amended to the effect that the cash variable incentive pay to the
Executive Board may be based on the fulfilment of a number of parameters
relating to e.g. EBIT, ROIC and changes in operating capital.
The draft version of the new general guidelines is enclosed with the present
document as encl. 1.
2.5 Re item 8 on the agenda
Approval of the emoluments to the Board of Directors for FY 2011.
The Board of Directors submits its proposal for board emoluments for 2011 for
approval by the shareholders in general meeting. The Board of Directors
recommends that the board emoluments for 2011 be increased as follows:
The emolument for ordinary board members is increased from DKK 150,000 to DKK
200,000, and the vice chairman and the chairman receive such emolument
multiplied by two and three, respectively.
2.5 Re item 9 on the agenda
Election of auditor.
The Board of Directors proposes that Deloitte Statsautoriseret
Revisionsaktieselskab be reelected.
2.7 Re item 10 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 Commerce and Companies
Agency.
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 Commerce and Companies Agency.
2.8 Re item 11 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 26
October 2012 at the price listed at the time of acquisition plus/minus maximum
10 per cent.
- 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 2010 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 29 March 2011 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
remuneration policy, the draft version of the new general guidelines for
incentive pay to the Board of Directors and the Executive Board, 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 29 March 2011 this convening notice, including the agenda and the
complete proposals, the draft version of the new general guidelines for
incentive pay to the Board of Directors and the Executive Board, 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 therefor not later than on 4 April 2011.
The present convening notice will also be published through the IT system of the
Danish Commerce and Companies Agency on 29 March 2011.
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, 9, 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 at the
registration date, i.e. Tuesday, 19 April 2011, which is one week before the day
of the annual general meeting.
The shareholding of the individual shareholder shall be determined as at 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 preceding 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 at the registration date, Tuesday 19
April 2011, 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 immediately 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, 20 April 2011 at
23.59. Filled-in applications for admission cards and proxy forms must be
returned to VP Investor Services A/S not later than on Wednesday, 20 April 2011
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 on Wednesday, 20 April 2011 at 23.59.
Please note that the use of electronic proxies requires access to a netbank 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 on Tuesday, 26 April 2011 by
9am at the latest. 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 on
Wednesday, 20 April 2011 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, 29 March 2011
[HUG#1500839]
