H+H International A/S - Business transacted at annual general meeting and first meeting of the Board of Directors

Copenhagen, Denmark, 2016-04-14 15:41 CEST (GLOBE NEWSWIRE) --  

H+H International A/S
Dampfærgevej 3, 3rd Floor
2100 Copenhagen Ø
Denmark
Tel.: +45 35 27 02 00
www.HplusH.com
Company reg. no. 49 61 98 12

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

The annual general meeting of H+H International A/S was held on Thursday 14 April 2016 in accordance with the agenda in the notice of 18 March 2016 convening the annual general meeting.

The shareholders in general meeting adopted the audited annual report for 2015.

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

• to discharge the Board of Directors and the Executive Board from liability;
• to carry forward the profit according to the adopted annual report for 2015 to the next financial year, and that there shall be no payment of dividend;
• to approve the remuneration of the Board of Directors for 2016;
• to re-elect Kent Arentoft, Stewart A Baseley, Pierre-Yves Jullien, Henriette Schütze and Søren Ø Sørensen to the company's Board of Directors;
• to re-appoint Deloitte Statsautoriseret Revisionspartner¬selskab as the company's auditor;
• to authorise the Board of Directors, until the next annual general meeting, to permit the company to acquire treasury shares on an ongoing basis to the extent that the nominal value of the company's total holding of treasury shares at no time exceeds 10% of the company's share capital. The purchase price in connection with the acquisition of the treasury shares must not deviate by more than 10% from the most recently quoted market price of the shares on NASDAQ Copenhagen at the time of acquisition;
• to authorise the Board of Directors, until 14 April 2021, at one or more times to decide to increase the company's share capital by up to a nominal value of DKK 10,790,019 by issuing new shares at market price or at a discount to market price by way  of cash contribution or otherwise. The capital increase shall be with or without preemptive subscription rights for the company's existing shareholders. A new article 2.A to this effect shall be adopted in the Articles of Association;
• to amend article 3.1 of the Articles of Association in accordance with the proposal by the Board of Directors, so that the status of the companies' shares is changed from being issued to the bearer to being issued in the name of the holder;
• to amend article 6.2 of the Articles of Association in accordance with the proposal by the Board of Directors, since announcement of notices via the Danish Business Authority's IT system is not required for shares issued in the name of holder;
• to amend article 14.6 of the Articles of Association in accordance with the proposal by the Board of Directors, so that the company's announcements shall be prepared and presented in English;
• to make some changes of content as well as a number of minor adjustments such as clarifications and legal updates to "Remuneration guidelines for the Board of Directors and the Executive Board, including guidelines of the incentive pay to the Executive Board" in accordance with the proposal by the Board of Directors; and
• to authorise the chairman of the annual general meeting to make such amendments and additions to the resolutions passed by the general meeting and to the application for registration to the Danish  Business Authority as the Authority may require for registration.

At the meeting of the Board of Directors held immediately after the annual general meeting, the Board of Directors re-elected Kent Arentoft as its chairman.

Kent Arentoft
Chairman of the Board of Directors

Michael T Andersen
CEO

For additional information please contact:
Michael T Andersen, CEO, or Bjarne Pedersen, Vice President, Business Development & IR,
tel.: +45 35 27 02 00.

Vedhæftede filer:

335_UK.pdf