Business transacted at annual general meeting and first meeting of the Board of Directors

Company announcement No. 555

The annual general meeting of H+H International A/S was held today in accordance with the agenda in the notice of 14 March 2024 convening the annual general meeting, cf. company announcement no.553 of 14 March 2024.

The shareholders at the general meeting adopted the audited annual report for 2023.

In addition, the shareholders at the general meeting passed the following resolutions:

• to discharge the Board of Directors and the Executive Board from liability;
• to carry forward the result according to the adopted annual report for 2023 to the next financial year, and that there shall be no payment of dividend;
• to approve the remuneration report for 2023 by way of an advisory vote;
• to approve the remuneration of the Board of Directors for 2024;
• to authorise the Board of Directors, until the next annual general meeting, to allow the company to acquire treasury shares on an ongoing basis up to an aggregate nominal maximum amount corresponding to 10% of the company's share capital in accordance with section 198 of the Danish Companies Act. The purchase price paid in connection with the acquisition of the treasury shares may not deviate by more than 10% from the most recently quoted market price of the shares on NASDAQ Copenhagen A/S at the time of acquisition;
• to authorise the Board of Directors in the period until 9 April 2025 to increase the company’s share capital by up to a nominal value of DKK 16,500,000 by issuing new shares at market price or at a discount to market price with pre-emptive subscription rights, and accordingly amend article 2A.1 of the Articles of Association to reflect the aforementioned authorisation as also described in the notice of 14 March 2024 convening the annual general meeting,
• to authorise the Board of Directors in the period until 9 April 2025 to increase the company’s share capital by up to a nominal value of DKK 16,500,000 by issuing new shares at market price without pre-emptive subscription rights and without the obligation to publish a prospectus, and accordingly amend article 2A.2 of the Articles of Association to reflect the aforementioned authorisation as also described in the notice of 14 March 2024 convening the annual general meeting;
• to amend articles 10.2, 14.5 and 14.6 of the Articles of Association to clarify the existing authorisation to hold general meetings in English only, to establish that the company’s corporate language shall be English only and to update the documents to be prepared in English as well as to give the Board of Directors the possibility to decide that some documents shall also be made in Danish as described in the notice of 14 March 2024 convening the annual general meeting,
• to amend articles 17 of the Articles of Association and in consequence thereof also articles 8 and 9 to reflect the new legal requirement that the general meeting shall appoint an auditor to issue an assurance report on the company’s sustainability reporting, with the appointment lasting until the next annual general meeting and allowing for re-appointment,
• to amend the Remuneration policy for the Board of Directors and the Executive Board as further described in the notice of 14 March 2024 convening the annual general meeting,
• to re-appoint PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab as the company’s auditor and to appoint PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab as the company’s sustainability auditor,
• to re-elect Kent Arentoft, Stewart A Baseley, Volker Christmann, Kajsa von Geijer, Miguel Kohlmann, Helen MacPhee and Jens-Peter Saul to the company’s Board of Directors; and
• to authorise the chair of the annual general meeting, with a right of substitution, to make such amendments and additions to the resolutions passed by the general meeting including to the Articles of Association, and to file any necessary application for registration with the Danish Business Authority

After the annual general meeting, the Board of Directors re-elected Kent Arentoft as its Chair and Jens-Peter Saul as its Vice Chair.

Kent Arentoft                                          
Chair of the Board of Directors              

For further information please contact:

Bjarne Pedersen                                          
CFO

+45 35 27 02 00                               
[email protected]