Notice convening the Annual General Meeting

4/2/2009, 1:37 PM (Source: GlobeNewswire)
Brødrene Hartmann A/S convenes the Annual General Meeting on Tuesday,
21 April 2009 at 2pm in the offices of Plesner law firm at 37 Amerika
Plads, DK-2100 Copenhagen.


Agenda:

1. The Board of Director's report on the company's operations in the
past financial year.

2. Presentation of the audited annual report for approval, and
resolution on the discharge from liability of members of the Board of
Directors and the Executive Board.

3. Resolution on the distribution of profit or the cover of loss in
accordance with the approved annual report.

4. Election of members to the Board of Directors.

5. Approval of emoluments to members of the Board of Directors for FY
2009.

6. Election of auditor.

7. Amendment to the Articles of Association: Proposal from the Board
of Directors for an amendment to art. 4(1).

8. Amendments to the Articles of Association: Proposal from the Board
of Directors for amendments to art. 4a(1), art.6(1) and art.12(2).

9. Proposal from the Board of Directors for the granting of authority
to acquire treasury shares.

10. Proposal for the approval of general guidelines for incentive
pay.

11. Any proposals from the Board of Directors or shareholders.

Elaboration of the proposals:

Re item 3 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 AGM that no dividend be
declared for FY 2008. It is Group dividend policy to maintain a
pay-out ratio in the region of 30 per cent. However, the declaration
of dividend will always take account of the Group's plans for growth
and its liquidity requirements.

Re item 4 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.

Erik Højsholt, 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:

Erik Højsholt (60) has long-standing management experience and
in-depth knowledge of strategic change processes. He has a graduate
diploma in business administration (foreign trade) from Århus
Business School, and his previous executive positions include those
of Sales and Marketing Director of Danmark Protein A/S, CEO of New
Zealand Milk Products GmbH, Director of International Sales and
Business Area Director of MD Foods Amba (now Arla Foods), CEO and
Group President of Aarhus United A/S (formerly Aarhus Oliefabrik
A/S), where he ended up by being appointed chairman of the board of
AarhusKarlshamn AB, which was established by the merger of Aarhus
United A/S and Swedish Karlshamns AB. He is chairman of the board of
R2 Group A/S, Fluxome Sciences A/S, Brdr. Kier A/S and Novopan
Træindustri A/S, and he is a board member of Royal Unibrew A/S, Hans
Schourup A/S, Good Food Group A/S and the University of Aarhus.

Walther Vishof Paulsen (59) has long-standing international
management experience and in-depth knowledge of economic and
financial affairs. Walther Vishof Paulsen has an MSc from Århus
Business School, and his previous executive positions include that of
Group President and ExCo member of Carlsberg A/S from 1985 - 2000.
Walther Vishof Paulsen is chairman of the board of Dantherm A/S and
Hotel Koldingfjord A/S.; he is vice-chairman of the board of C. W.
Obel A/S and a board member of Investeringsforeningen Danske Invest,
Vital Petfood Group A/S, Vital Invest A/S, VPG Holding A/S,
Dan-Ejendomme Holding A/S, Dan-Ejendomme A/S, Dan-Ejendomsinvestering
A/S, Sanistål A/S, Arkil Holding A/S, Arkil A/S and det Obelske
Familiefond.

Peter-Ulrik Plesner (62) 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 Denmark A/S, Johan Mangor A/S,
Piet Hein A/S, Triumph International Textil A/S and the Hartmann
Foundation, among others. He is also a member of the board of the Ida
Løfberg Foundation, 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.

Niels Hermansen (55) has long-standing management experience and
in-depth knowledge of economic and strategic affairs. He has an MSc
in strategic planning/management accounting from Copenhagen Business
School. His previous executive positions include that of CEO of
furnituremaker Fritz Hansen A/S from 1992-1998 and of packaging
manufacturer Neoplex/Mondi Packaging Nyborg A/S from 1998-2005. Since
2005 he has been working as a professional board member. Niels
Hermansen is chairman of the board of Fredericia Furniture A/S, R.
Færch Plast A/S, Kühnel Design A/S and 1508.dk Holding A/S,
vice-chairman of the board of VIKAN A/S, and a member of the board of
the Vissing Foundation.

Re item 5 on the agenda:

Approval of emoluments to members of the Board of Directors for FY
2009:

The total annual amount in emoluments to the members of the Board of
Directors is subject to the approval of the AGM in connection with
the approval of the Annual Report. The Board of Directors recommends
that the emoluments paid to the Board for FY 2009 remain unchanged
from FY 2008.

Re item 6 on the agenda:

Election of auditor:

Up until now, the auditor of Hartmann has been KPMG Statsautoriseret
Revisionspartnerskab.

The Board proposes that Deloitte Statsautoriseret
Revisionsaktieselskab be elected auditor of Hartmann, thereby
replacing KPMG Statsautoriseret Revisionspartnerskab.

Re item 7 on the agenda:

Amendment to the Articles of Association:

Proposal from the Board of Directors concerning a change of 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 AGM 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 AGM to be accepted for registration by
the Commerce and Companies Agency.

Re item 8 on the agenda:

Amendments to the Articles of Association:

Proposal from the Board of Directors concerning the following changes
in the wording of the Articles of Association:

A change of the wording of art. 4a(1) to:

"The company's register of shareholders shall be kept by VP Investor
Services A/S (VP Services A/S), Weidekampsgade 14, DK-2300 Copenhagen
S."

The proposal is reflective of the change of address of VP Investor
Services A/S.

A change of the wording of art. 6(1) to:

"Dividend shall be paid out to shareholders by transfer through VP
Securities A/S"

The proposal is reflective of a change of the Danish name of VP
Securities.

A change of the wording of art. 12(2) to:

"All shareholders shall be entitled to attend the general meeting
against presentation of an admission card to be obtained from the
company's registered office not later than 5 days before the general
meeting. The status as shareholder shall be proven by the
presentation of a transcript from VP Securities A/S issued within the
month immediately preceding the day of presentation and a written
statement to the effect that the shares have not been assigned to any
other person."

The proposal is reflective of a change of the Danish name of VP
Securities.

The AGM 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 AGM to be accepted for registration by
the Commerce and Companies Agency.

Re item 9 on the agenda:

Proposal from the Board of Directors for the granting of authority to
acquire treasury shares.

The Board of Directors is granted authority to let the company
acquire up to 10 per cent of its own shares in the period until 21
October 2010 at the price listed at the time of acquisition
plus/minus maximum 10 per cent.

Re item 10 on the agenda:

Proposal for the approval of general guidelines for incentive pay:

Pursuant to s. 69b of the Danish Companies Act, the AGM must consider
and approve a set of overall general guidelines for incentive pay to
members of the Board of Directors and the Executive Board before the
Board of Directors can conclude a new agreement on incentive pay with
members of the Board of Directors and the Executive Board.

However, the actual agreements concerning incentive pay cannot be
concluded until the day after they have first been announced on the
Group's website.

The Board of Directors has presented a proposal for an amendment to
the existing general guidelines as a result of which it will not be
possible to allocate share options in future. However, the Board of
Directors also proposes a possible increase in the maximum cash
amounts available in performance-related bonus, see more below.

The main reason for the proposal from the Board of Directors is the
current turbulence in the global financial markets and the resulting
volatility and the difficulty in determining a correct and fair
market price for the company's shares.

In the opinion of the Board of Directors, it is hardly in keeping
with the principles of Corporate Governance on incentive pay to the
management and the underlying intentions thereof to allocate share
options automatically to the company's management under the current
circumstances, where the share market is characterised by much
uncertainty concerning correct and fair pricing.

As soon as its proposal for a new set of general guidelines has been
approved by the AGM, the Board of Directors will start up
negotiations with those Group top executives who are covered by the
existing share option programme for the purpose of concluding an
agreement with them on the detailed conditions upon which they will
waive further allocations of share options effective for 2009 and
onwards, and a possible compensation for this in the form of an
increase in the cash amount in performance-related bonus.

As is the case for the other proposals, the proposal from the Board
of Directors concerning the general guidelines will be available for
inspection at the company's head office minimum 8 days before the
AGM. The text of the proposal will also be available on the Hartmann
website at www.hartmann-packaging.com.

If the proposed general guidelines are adopted by the AGM, article
17a of the Articles of Association will remain unchanged:

"The company has prepared a set of general guidelines for incentive
pay to the Executive Board. These guidelines have been presented to
and adopted by the company in general meeting. The guidelines are
publicly available on the company's website."

The guidelines will be announced on the company's website forthwith
with the indication that the guidelines were approved by the AGM.


***


Not later than eight days before the general meeting the agenda, the
full text of the proposals and the audited annual report 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.

The following special adoption requirements (i) - (ii) apply to the
proposals, and they all have to be met in order for the proposals to
be considered adopted.

(i) the adoption of the proposal in item 7 requires the
representation at the general meeting of minimum two thirds of the
share capital and the support of two thirds of the votes cast as well
as of the voting stock represented at the general meeting. If less
than two thirds of the share capital is represented at the general
meeting, but if the resolution is adopted with the support of two
thirds of the votes cast as well as of the voting stock represented
at the general meeting, an extraordinary general meeting shall be
convened as soon as possible to adopt the resolution by a majority of
two thirds of the votes cast, regardless of the size of the share
capital represented at the meeting, see art. 12(7) of the Articles of
Association.

(ii) The adoption of the proposals in item 8a, 8b, and 8c requires
the support of two thirds of the votes cast as well as of the voting
stock represented at the general meeting, see art. 12(6) of the
Articles of Association.

Admission cards for the general meeting, and proxy forms for use by
shareholders prevented from attending the AGM 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, 17 April 2009 at 4pm. Filled-in proxies must be returned to
VP Investor Services A/S not later than on Friday, 17 April 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 17 April 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.

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, 2 April 2009

The Board of Directors of Brødrene Hartmann A/S
Ørnegårdsvej 18
DK-2820 Gentofte, Denmark
Tel.: +45 45 97 00 00


This announcement was originally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.

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