Launch of 2023 share-based long-term incentive programme

Company announcement No. 545, 2023

The Board of Directors of H+H International A/S (hereinafter referred to as “H+H” or “the Company”) has decided to initiate a share-based long-term incentive programme (“LTIP”) being a performance share unit (“PSU”) programme, and PSU grants under the LTIP are made as described below.

The purpose of the LTIP is to motivate participants to pursue long-term key performance indicators (KPIs) that support H+H’s long-term strategy and ensure alignment with the H+H shareholders. The theoretical value of the PSUs granted to a member of the Executive Board may not exceed 60% of the member’s annual fixed salary at the time of grant (i.e. 12 x monthly fixed salary at grant). The number of PSUs that vests at the end of a vesting period depends on the extent of achievement of the KPI targets defined for the LTIP.

The terms of the 2023 LTIP are in accordance with the principles of the Remuneration Policy for Board of Directors and Executive Board of 12 May 2021, except that the number of KPIs is increased to 4 KPIs due to the inclusion of a sustainability related KPI, where the Remuneration Policy mentions a limit of 3 KPIs. The Board of Directors finds this deviation to be immaterial and will propose to amend the Policy accordingly at the next annual general meeting. The Remuneration Policy is available on the Company’s website here.

The members of the Executive Board being the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), the two other members of H+H Group Management as well as key employees in the H+H Group are eligible to participate in the LTIP and receive PSUs free of charge at grant. New participants may enter the LTIP after its commencement (e.g. if the participant is newly employed).

The vesting period is usually approximately 3 years, with grant of PSUs taking place approx. 2 weeks after release of an annual report, however, this year initiation of the 2023 LTIP was postponed. Accordingly, the vesting period for the 2023 LTIP will be approx. 2.4 years with vesting as normal in 2026 upon announcement of the audited annual report for 2025. At vesting, participants will receive one H+H share per PSU that vests.

At initiation of the 2023 LTIP, a total of 66,800 PSUs is granted to the participants, including 29,250 PSUs to CEO Jörg Brinkmann and 15,600 PSUs to CFO Peter Klovgaard-Jørgensen. The number of PSUs granted is determined based on a mix of the participant’s fixed salary and the theoretical value per PSU. The theoretical value per PSU has been fixed at DKK 106.8487, which equals the average share price for H+H shares traded on the Nasdaq Copenhagen stock exchange during the first 10 business days after release of the annual report for 2022 on 1 March 2023. Accordingly, the total theoretical value for the 2023 LTIP makes up DKK 7,137,493.16 based on the total number of PSUs granted to the current participants.

The PSUs have no dilution effect on H+H shareholders, since H+H intends to use treasury shares to meet its obligations to deliver H+H shares under the LTIP at vesting.