In continuation of the ordinary General Meeting on 10 April 2003, today an Extraordinary General Meeting was held at Brødrene Hartmann A/S making the final approval regarding the below mentioned amendments to the company's Articles of Association based on, among other things, changes in the Danish Financial Statements Act.
In article 5(2), "in accordance with the code of conduct for transactions on the Stock Exchange" is amended to read "in accordance with the Danish Securities Trading Act".
In article 8(3), the current provision is deleted and a provision with the following wording is inserted instead: "The ordinary general meeting shall be held so early that the audited and adopted annual report may be submitted to and received by the Danish Commerce and Companies Agency no later than 4 months from the end of the financial year. The audited and approved annual report shall be submitted to the Danish Commerce and Companies Agency without undue delay after adoption."
In article 8(5), last sentence, the words "at least" are inserted so that the wording is changed to: "Extraordinary general meetings shall further be convened at 14 days' notice for the purpose of considering a particular, specified subject whenever requested in writing by shareholders who together hold at least one tenth of the company's share capital."
In article 10(2), the wording is changed as follows: "Presentation for adoption of the audited annual report and decision on the discharge of board and management obligations."
In article 10(3), the wording is changed as follows: "Decision on the application of profit or the covering of loss in accordance with the annual report adopted".
The wording of article 11 is changed as follows: "Not later than 8 days before the general meeting, the agenda and the complete proposals and - for the ordinary general meeting - also the audited annual report shall be made available for inspection by the shareholders at the company's registered office and, at the same time, be sent to any registered shareholders upon request."
The wording of article 20 is changed as follows: "The company's annual report shall be audited by two auditors appointed by the general meeting for one year at a time and out of whom one shall be a certified public accountant."
In article 21(1), first sentence, the wording is changed as follows: "The annual report shall give a true and fair view of the company's assets and liabilities, its financial position and profit for the year and shall include such depreciation and provisions as are prescribed by law and are deemed necessary."
The Extraordinary General Meeting furthermore commissioned the chairman to make such adjustments to the minutes of the Extraordinary General Meeting, draft of amendments to the Articles of Association as well as such sundry adjustments as the Danish Commerce and Companies Agency may require for attainment of registration.
Yours faithfully,
BRØDRENE HARTMANN A/S
Mogens Petersen
Chairman
Asger Domino
President & CEO
