Brødrene Hartmann A/S convenes an Extraordinary General Meeting on
Tuesday, 19 May 2009 at 2pm in the offices of Plesner law firm at 37
Amerika Plads, DK-2100 Copenhagen.
Agenda
At the Annual General Meeting on 21 April 2009, the Board of
Directors proposed the adoption of the amendment to the Articles of
Association set out below. The proposal for an amendment to the
Articles of Association was carried by two thirds of the votes cast
as well as of the voting stock represented at the meeting.
However, as the share capital represented at the Annual General
Meeting accounted for less than two thirds of the total share
capital, a new general meeting is hereby convened at which the
proposal may be finally adopted by two thirds of the votes cast
regardless of the size of the share capital represented at the
meeting, see article 12(7) of the Articles of Association.
Proposal for an amendment to the Articles of Association:
(i) Proposal from the Board of Directors concerning an amendment to
art. 4(1) of the Articles of Association
Elaboration of the proposal
Re item (i) of the agenda:
Proposal from the Board of Directors for a change in the wording of
art. 4(1) of the Articles of Association into the following:"The share capital of the company amounts to DKK 140,301,800. The
share capital
is divided into shares of DKK 20 or multiples thereof. The shares
are listed on
NASDAQ OMX Copenhagen A/S and are issued through VP Securities A/S".
The proposal is reflective of the official name change made by OMX
Nordic
Exchange Copenhagen and VP Securities Services.
The general meeting authorises the Chairman of the meeting to notify
the resolution to the Danish Commerce and Companies Agency and to
effect any changes in the resolution made, in the minutes of the AGM
and in the draft amendments, as well as any other changes as may be
required for the resolution made by the general meeting to be
accepted for registration by the Commerce and Companies Agency.
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Not later than eight days before the general meeting the agenda and
the full text of the proposals will be made available for inspection
by shareholders at the company's head office and on the company's
website at www.hartmann-packaging.com. The above materials will also
be sent upon request to shareholders on the company's register of
shareholders.
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 Group's head office or VP Investor Services
A/S (tel.: +45 43 58 88 91) all weekdays except Saturday from 9.00 am
until 4.00 pm on proof of identity as shareholder according to the
procedure described in art. 12(2) of the Articles of Association.
Applications for admission cards may be filed up to and including
Friday, 15 May 2009 at 4pm. Filled-in proxies must be returned to VP
Investor Services A/S not later than on Friday, 15 May 2009 at 4pm on
fax no. +45 43 58 88 67. It is also possible to obtain admission
cards and issue proxies via the Internet, either 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 not later than on 15 May
2009 at 4pm. However, for shares acquired by assignment the right to
vote is conditional upon registration in the register of shareholders
having been effected prior to the issuance of this convening notice,
cf. art. 12(3) of the Articles of Association. Please note that the
issuance of an electronic proxy requires access to a netbank or an
identity as VP user and a VP code.
Valid proxies issued for the AGM held on 21 April 2009 will also be
valid for the extraordinary general meeting to be held on 19 May
2009.
Pursuant to s. 73(5) of the Danish Companies Act, it should be noted
that the share capital of Brødrene Hartmann A/S represents a nominal
value of DKK 140,301,800, and that each share of DKK 20 conveys 1
vote upon its holder at the general meeting. The issue of shares is
handled by Danske Bank A/S through which shareholders may exercise
their financial rights.
Gentofte, 28 April 2009
The Board of Directors of Brødrene Hartmann A/S
Ørnegårdsvej 18, DK-2820 Gentofte, Denmark
