Annual General Meeting 2008

The Nordic ExchangeNikolaj Plads 6DK-1007 Copenhagen K10 April 2008Announcement No. 9Annual General Meeting 2008The annual general meeting of NKT Holding A/S was held on Thursday 10 April2008; cf. announcement no. 8, to The Nordic Exchange dated 26 March 2008. The general meeting approved the annual report containing the reviews of theManagement, the consolidated accounts and the audited annual accounts of theparent company, as well as the auditors' and the Management's reports. Thegeneral meeting duly discharged the Board of Directors and the Management fromtheir liabilities for the year ended. The Board of Directors' proposal for a total dividend of 11 DKK per share ofnominally 20 DKK was adopted. The Board of Directors' proposal that the remuneration to the Board ofDirectors for 2008 totals 3,150,000 DKK (i.e. 600,000 DKK to the chairman,450,000 DKK to the deputy chairman and 300,000 DKK to each of the othermembers) was adopted. Attorney-at-law Christian Kjær, Mayor Jan Trøjborg, director Krister Ahlström,president and CEO Jens Maaløe and CFO Jens Due Olsen were all re-elected asmembers of the board of directors. Lone Fønss Schrøder was elected as a new member of the board of directors.Jan Wraae Folting resigned from the board of directors.KPMG Statsautoriseret Revisionspartnerselskab was elected as sole auditor ofthe company. The following changes to the articles of association of the company wereadopted at the general meeting: Amendment of article 3 (4) of the Articles of AssociationThe Board of Directors is authorized to decide on the distribution ofextraordinary dividends in accordance with the rules of the Danish PublicCompanies Act. WarrantsAuthorization of the Board of Directors to issue warrants to the employees andmanagement in the company and companies consolidated with the company with upto a nominal amount of 10,000,000 DKK shares (500,000 shares) of 20 DKK each.The Board of Directors was also authorised to effect the necessary capitalincrease connected to the exercise of the warrants. The authorization to the Board of Directors is inserted in the Articles ofAssociation as a new article 3.B.5: In the period up to 1 April 2013 the Board of Directors is authorised to issuewarrants, in one or several transactions and without preferential right ofsubscription for existing shareholders, up to a nominal amount of 10,000,000DKK (500,000 shares of 20 DKK each) to the employees and management of theCompany and companies consolidated with the Company. In the period up to 1 April 2013 the Board of Directors is further authorisedto effect, in one or several transactions, without preferential right ofsubscription for existing shareholders and against payment in cash, by up to anominal amount of 10,000,000 DKK in connection with exercise of the warrants ata price, possibly a favourable price, fixed by the Board of Directors. In the case of capital increases pursuant to the above, the new shares arenegotiable instruments and are issued to the bearer, but can be registered andshall in all respects rank equally with the Company's existing shares, alsowith respect to redemption and restrictions in negotiability. The new sharescarry a right to dividend from the time decided by the Board of Directors, butnot later than from the financial year following the capital increase. Electronic communicationAs a consequence of NKT's continued focus on electronic communication with theshareholders, the proposal for a change of the articles of association art. 6.9was adopted. The amendment implies that the company is only obliged to send theannual report electronically to the shareholders and that the company is nolonger obliged to send a paper version of the extract of the annual report. Thewording of article 6.9 of the articles of association is as follows: “The company may decide that the complete annual report shall only be forwardedto the shareholders in electronic form. The annual report will be published onthe company's website www.nkt.dk and will be forwarded by electronic mail toany registered shareholders who have requested it and informed the company oftheir e-mail address. System requirements and the procedure for sending thereport by e-mail will be published on the company's website. The shareholdersshall be informed when it is decided by the company only to forward thecomplete annual report electronically.” Guidelines regarding incentive payThe guidelines regarding incentive pay for the board of directors andmanagement in NKT Holding A/S were adopted. The following provision was inserted as a new art. 11(3) in the articles ofassociation: The Board of Directors of the company has drafted guidelines regarding thecompany's use of incentive pay to the Board of Directors and the management inaccordance with the Danish Public Companies Act art. 69 b. The guidelines havebeen presented to and adopted by the general meeting. The guidelines arepublished at the company's homepage www.nkt.dk“. General update of the articles of associationIt was adopted that the articles of association are generally updated to meetcurrent standards and to ensure that recent changes in legislation arereflected in the articles of association and to ensure that the articles ofassociation are clear and easy to understand. The entire new articles of association can be found at the company's homepagewww.nkt.dk, and will be communicated to the public through a separateannouncement to The Nordic Exchange. Own sharesThe general meeting authorised the Board of Directors for the period until thenext ordinary general meeting to arrange for an acquisition by the company ofown shares representing a nominal value up to 10 per cent of the share capital.The purchase price for such shares shall not deviate more than 10 per cent fromthe price quoted on the Copenhagen Stock Exchange at the time of acquisition. Authorisation to the chairman of the meetingThe chairman of the meeting was authorised to make such changes and amendmentsto the decisions made at the general meeting and the registration with theDanish Commerce and Companies Agency as may be required by the Danish Commerceand Companies Agency in connection to the registration of the decisions made. * * *At a meeting of the Board of Directors held after the general meeting,Attorney-at-law Christian Kjær was elected chairman of the Board of Directorsand Mayor Jan Trøjborg was elected deputy chairman. Yours faithfullyNKT Holding A/SChristian KjærChairman of the Board of DirectorsThe Chairman's full report is available at www.nkt.dk