Compensation policy for the Board of Directors and the Executive Board of Brødrene Hartmann A/S

Introduction

The compensation policy applicable to members of the Board of Directors and the
Executive Board of Brødrene Hartmann A/S (the "Company") reflects the interests
of the shareholders and the Company, taking into consideration any specific
matters. Furthermore, the Compensation Policy contributes to promoting long-term
goals to safeguard the Company's interests.

With respect to variable pay components, reference is made to the general
guidelines for incentive pay which have been adopted by the Company's
shareholders in general meeting and are available for download on www.hartmann-
packaging.com.

Board fee

Efforts are made to ensure that the board fee matches the level applied by peer
companies, while also taking into consideration board members' required
competencies, efforts and the scope of the board work, including the number of
meetings.

Board members elected by the employees receive the same fee as board members
elected by the shareholders.

Fixed fee, compensation for membership of the Audit Committee and compensation
for ad hoc work

Members of the Board of Directors receive a fixed cash amount in compensation
(board fee) to be approved at the annual general meeting for the current
financial year. Members of the Audit Committee also receive a separate amount in
compensation. In addition, on a discretionary basis an amount in compensation
may be paid in respect of ad hoc work.

The board fee and the amount in compensation for membership of the Audit
Committee are disclosed in the annual report.

For their extended board duties, the Chairman receives a fee equal to the board
fee multiplied by three, and the Vice-chairman receives a fee equal to the board
fee multiplied by two.

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 of Directors receives an
amount in compensation equalling 50% of the board fee.

Incentive programme, bonus pay, etc.

The Board of Directors is not covered by incentive programmes (share option
programmes, bonus pay or similar schemes).

Reimbursement of expenses

Expenses in connection with board and committee meetings as well as travel and
other expenses incurred in the Company's interest are reimbursed upon
presentation of vouchers.

Pension scheme

The Board of Directors is not comprised by any defined benefit pension scheme or
other pension scheme established by the Company.

Compensation of the Executive Board

The Board of Directors believes that a combination of fixed and performance-
based pay to the Executive Board helps ensure that the Company can attract and
retain key employees, while at the same time giving the Executive Board an
incentive to create shareholder value through partly incentive-based pay.

The Board of Directors determines the Compensation and employment terms of the
Executive Board, including severance terms.

The members of the Executive Board receive a competitive Compensation package
which may consist of the following components:
  * Fixed pay;
  * Pension;
  * Bonus; and
  * Personal benefits, such as company car, company-paid phone, broadband at
    home, newspaper and other benefits.

If, upon granting variable pay components, it is established that such pay
components were paid on the basis of misstated data, the Company may in
exceptional circumstances reclaim such pay components in full or in part.

Fixed pay

The fixed pay must match the market level, and the total Compensation paid to
the Executive Board is disclosed in the annual report. If the members of the
Executive Board receive a fee for directorships held in subsidiaries of the
Company, their pay from the Company will be reduced by a corresponding amount.

Variable pay components

Variable pay components must at all times comply with the general guidelines for
variable pay components adopted by the shareholders in general meeting.

Bonus

The members of the Executive Board participate in a bonus scheme which is based
on the financial performance for the year and is payable once a year following
the approval of the annual report for the relevant financial year, cf. the
general guidelines for incentive pay.

The bonus may not exceed 50 per cent of the fixed pay.

The bonus scheme is based on target achievement of a number of parameters,
including parameters relating to EBIT, ROIC and changes in working capital.

Personal benefits

Members of the Executive Board have access to a number of work-related benefits,
including company car, free telephony, broadband at home and business-related
newspapers and magazines. The extent of individual benefits is negotiated with
each individual member of the Executive Board.

Notice of termination

The Company may terminate the employment relationship at 12 months' notice.
Members of the Executive Board may terminate their employment relationships with
the Company at six months' notice.

In the event of a change of ownership of a controlling interest in the Company,
regardless of how such change is effected, and if the transferee meets one or
more of the conditions set out in section 31(2) and (3) of the Danish Securities
Trading Act, the notice of termination on the part of the Company is extended to
24 months effective from the date when the shares are sold. The extended notice
will apply for a period of up to 18 months after the transfer.

Severance pay

No severance pay/compensation has been agreed with respect to voluntary or non-
voluntary resignation.

Pension scheme

The members of the Executive Board are comprised by the Company's pension and
insurance scheme. The members of the Executive Board are not comprised by a
defined benefit pension scheme.

[HUG#1601341]