Decisions of Annual General Meeting 2010

Announcement No. 9Annual General Meeting 2010The annual general meeting of NKT Holding A/S was held on Thursday 25 March2010 cf. announcement no. 5, to Nasdaq OMX Copenhagen dated 2 March 2010. 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 forthe year 2009. The Board of Directors' proposal for a total dividend of 3.5 DKK per share ofnominally 20 DKK was adopted. The Board of Directors' proposal that the remuneration to the Board ofDirectors for 2010 shall be 600,000 DKK to the chairman, 450,000 DKK to thedeputy chairman and 300,000 DKK to each of the other members, was adopted. The Board of Director's proposal that the chairman of the audit committee isremunerated with 200,000 DKK, and the other member is remunerated with 100,000DKK, was adopted. Attorney-at-law Christian Kjær, Mayor Jan Trøjborg, director Krister Ahlström,president and CEO Jens Maaløe, CFO Jens Due Olsen and CEO Lone Fønss Schrøderwere all re-elected as members of 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: Amendments due to the new Companies Act:Amendment of article 2 of the Articles of AssociationThe Board of Directors´ proposal regarding update of article 2 of the articlesof association due to the commencement of the new Companies Act according towhich it no longer is required that the company's registered office is statedin the articles of association whereby the specification of the company'sregistered office is deleted, was adopted.   Thus article 2 of the articles of association is replaced by the following:Branch offices may be established according to decision made by the board ofdirectors. As a consequence hereof the heading of the articles' chapter is replaced by thefollowing: I   Name and Objectives of the Company Amendment of article 3(4) of the Articles of AssociationThe Board of Directors´ proposal regarding update of article 3(4) of thearticles of association due to the commencement of the new Companies Act,whereby the word “register of shareholders” is replaced by “register of owners”in the said article, was adopted. Amendment of articles 3(5), 7(1), 9(1) and 11(1) of the Articles of AssociationThe Board of Directors´ proposal regarding update of article 3(5), 7(1), 9(1)and 11(1) of the articles of association due to the commencement of the newCompanies Act, whereby the word “Danish Public Companies Act” is replaced by“Danish Companies Act” in the said articles, was adopted. Amendment of article 5(3) of the Articles of AssociationThe Board of Directors´ proposal regarding update of article 5(3) of thearticles of association due to the commencement of the new Companies Act,whereby the deadline for notices calling a general meeting shall be no earlierthan 5 weeks and not later than 3 weeks before the general meeting, wasadopted. Thus article 5(3) of the articles of association is replaced by the following: General meetings shall be called by the board of directors not earlier thanfive weeks and not later than three weeks before the general meeting bynotification in the it-system of the Danish Commerce and Companies Agency andby ordinary letter to all shareholders registered in the register of owners andon the company's website (www.nkt.dk). Amendment of article 5(4) of the Articles of AssociationThe Board of Directors´ proposal regarding update of article 5(4) of thearticles of association due to the commencement of the new Companies Act,whereby the reference to the legislation is amended from “the Danish PublicCompanies Act section 65 a (2), 65 b (1) or (5) or 79(1) or (2)” to “the DanishCompanies Act section 77(2), 91(1) or (5) or 107(1) or (2)”, was adopted. Amendment of article 5(5) of the Articles of AssociationThe Board of Directors´ proposal regarding update of article 5(5) of thearticles of association due to the commencement of the new Companies Act,whereby the deadline for resolution at the general meeting is amended to 4weeks before the general meeting, was adopted. Thus article 5(5) of the articles of association is replaced by the following:Proposals for resolutions at the ordinary general meeting may be submitted inwriting by any shareholder, but such proposals must have been forwarded to theCompany's board of directors no later than 4 weeks before the general meeting.A resolution which is forwarded to the board of directors later than 4 weeksbefore the ordinary general meeting can be placed on the agenda if the board ofdirectors assesses that the request is made in sufficient time for the issue tobe placed on the agenda. Amendment of article 5(6) of the Articles of AssociationThe Board of Directors´ proposal regarding update of article 5(6) of thearticles of association due to the commencement of the new Companies Act,whereby an extraordinary general meeting shall be called no later than twoweeks after shareholder owning at least 5% of the share capital has requestsuch general meeting, was adopted. The following amendment of article 5(6) of the articles of association wasadopted: An extraordinary general meeting shall be held at request by the generalmeeting, the board of directors, or the auditor chosen by the general meeting.An extraordinary general meeting shall be called no later than two weeks aftershareholders owning at least 5% of the share capital have requested suchgeneral meeting in writing for the consideration of a specific issue. Amendment of article 5(7) of the Articles of AssociationThe Board of Directors´ proposal regarding update of article 5(7) of thearticles of association due to the commencement of the new Companies Act,whereby the requirement that the agenda and the full proposal together with theaudited annual report is to be sent to all shareholders who have requested sois deleted, was adopted. Likewise the Board of Director's proposal regardingupdate of article 5(7) of the articles of association, whereby the said articleis amended to include all information which the company has to make availableto the shareholders not later than three weeks before the general meeting, wasadopted. The following amendment of article 5(7) of the articles of association wasadopted: The company shall in a consecutive period of three weeks beginning not laterthan three weeks before the general meeting including the day of the holding ofsuch general meeting make the following information available to theshareholders on the company's website (www.nkt.dk): 1.	The notice convening the general meeting.2.	The total share capital and voting rights at the time of the notice. 3.	The documents which are to be submitted at the general meeting, including           for the ordinary general meeting the audited annual report includingannual           results and group results with the management's and  auditor'sreports together           with reports. 4.	Agenda together with the full proposals.5.	he necessary forms to be used for voting by proxy and voting by letter,         unless such forms are sent direct to the shareholders. If due totechnical          difficulties such forms cannot be made available on the internet, thecompany          will advise on its website how such forms may be obtained in paperform. In          such cases the company will send the form to any shareholders whorequest so. Amendment of article 7(2) of the Articles of AssociationThe Board of Directors´ proposal regarding update of article 7(2) of thearticles of association due to the commencement of the new Companies Act,whereby it is stated in the said article that shareholders not later than threecalendar days before the general meeting shall request to have an admissioncard handed over in order for the shareholder to be entitled to attend thegeneral meeting and that shareholders shall be in the register of owners on thedate of registration, was adopted.   Thus article 7(2) of the articles of association is replaced by the following:Any shareholder shall be entitled to attend the general meeting if theshareholder, not later than three calendar days before the general meeting, hasrequested to have an admission card handed over at the Company's office or insuch other manner as described in the notice calling the meeting. The admissioncard upon which the shareholder's number of votes is indicated, is handed overto the shareholder on the basis of the registered ownership in the register ofowners on the date of registration which is 1 week before the general meetingand on the basis of the notification that the Company has received with a viewto being registered in the register of owners on the date of registration atthe latest, in so far that such notifications have not been registered in theregister of owners already. Amendment of article 7(3) of the Articles of AssociationThe Board of Directors´ proposal regarding update of article 7(3) of thearticles of association due to the commencement of the new Companies Act,whereby it is stated in the said article that only persons who are shareholderson the date of registration have a right to attend and vote at the generalmeeting, was adopted. Thus article 7(3) of the articles of association is replaced by the following:The right to vote at the general meeting belongs to shareholders registered inthe Company's owner register or shareholders having reported and documentedtheir acquisition. Only persons who are shareholders on the date ofregistration set as one week before the general meeting has the right to attendand vote at the general meeting. Any share amount of DKK 20.00 shall carry onevote at the general meeting. Amendment of article 7(4) of the Articles of AssociationThe Board of Directors´ proposal regarding update of article 7(4) of thearticles of association due to the commencement of the new Companies Act,whereby it is stated in the said article that a proxy may be given to othersthan the Board of Directors without limitation, was adopted. Thus article 7(4) of the articles of association is replaced by the following:Shareholders are entitled to be present at the general meeting by proxy or withan adviser, just as a proxy may be present with an adviser. Voting rights canbe exercised by proxy when upon delivery of the proxy the agent has received anadmission card. The agent must produce a written and dated proxy. Proxy to theCompany's board of directors shall be issued to a certain general meeting withthe agenda being known in advance and cannot be valid for more than one year. Amendment of article 7(5) of the Articles of AssociationThe Board of Directors´ proposal regarding insertion of article 7(5) in thearticles of association due to the commencement of the new Companies Act,whereby the shareholder are entitled to vote in writing, was adopted. Theamendment is conditioned upon the coming into force of the relevant provisionin the new Companies Act. Thus the following is insertion in to the articles of association as article7(5): When §104 (2) in the new Companies Act comes into force, article 7(5) shall beworded as follows: Shareholders have the right to vote in writing. A written vote shall beunequivocally identifiable, including the statement of the shareholder's nameand VP-reference number. In order to maintain its validity a written vote shallbe in the possession of VP Services A/S, Company registration Number 30 20 1183 not later than 10 am two working days before the general meeting. Forms forvoting in writing shall be made available to the shareholders in accordancewith article 5(7).  Amendment of article 11(3) of the Articles of AssociationThe Board of Directors´ proposal regarding update of article 11(3) of thearticles of association due to the commencement of the new Companies Act,whereby the reference in the said article to the legislation is amended fromthe “Public Companies Act section 69 b” to the “Companies Act section 139”, wasadopted. Amendment of article 12(2) of the Articles of AssociationThe Board of Directors´ proposal regarding update of article 12(2) of thearticles of association due to the commencement of the new Companies Act,whereby it is stated in the said article that the requirement of quorum can befulfilled by proxy, was adopted. Thus article 12(2) of the articles of association is replaced by the following:The board of directors shall prepare a set of rules of procedures setting outthe rules for its duties. Unless otherwise provided by the rules of procedurefor the board of directors, any decisions are made by simple majority. In caseof parity of votes the chairman' shall have the casting vote. No validresolution can be passed unless more than half of all members, including thechairman or the deputy chairman, are represented. Warranties:Amendment of article 3B(1) and 3B I of the Articles of AssociationThe Board of Directors´ proposal regarding the deletion of articles 3B(1) and3B I and appendix B as a consequence of the expiration of the authorization tothe Board of Directors, was adopted. Increase of share capital:Amendment of article 3A(1) of the Articles of AssociationThe Board of Directors´ proposal regarding authorization to Board of Directorsto be able to during the period until 25 March 2015 to decide to increase theshare capital by a maximum amount of nominally 300mDKK through one or more newshare issues, was adopted. Thus article 3A(1) of the articles of association is replaced by the following:The share capital may, by resolution of the board of directors, be increased bya maximum amount of 300 mDKK (15,000,000 shares) through one or more issues ofnew shares. This authorisation shall be valid until 25 March 2015. The increasemay be carried out through the issue of shares for cash consideration or in anyother manner. If the subscription price of the shares equals the market price,the board of directors may decide to issue the shares without giving existingshareholders pre-emptive rights. Where the capital is increased through theconversion of debt or in consideration for the acquisition of an existingbusiness undertaking or specific assets, the shareholders shall not havepre-emptive rights. Guidelines for incentive pay:The Board of Directors´ proposal regarding amendment of the guidelines ofincentive pay to the Board of Directors and Board of Management, whereby theBoard of Directors is authorized to compensate holders of options for anypossible watering down as a consequence of changes in the company's capitalstructure and that the Board of Directors is authorized in special cases togrant to the particular Managing Director an extraordinary bonus of 100% of theregular salary in addition to the ordinary bonus, was adopted. Authorization to the chairman of the meeting:The 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 CFO Jens Due Olsen 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