H+H International — Proxy Solicitation & Information Statement 2016

Mar 18, 2016

Company Announcement No. 332, 2016

H+H

H+H International A/S
Dampfærgevej 3, 3rd Floor
2100 Copenhagen Ø
Denmark
+45 35 27 02 00 Telephone
info@HplusH.com
www.HplusH.com
CVR No. 49 61 98 12

18 March 2016

Notice of annual general meeting of H+H International A/S

The Board of Directors of H+H International A/S hereby invites the company's shareholders to attend the annual general meeting of H+H International A/S, which will be held on

Thursday 14 April 2016 at 14.30 CET

at Adina Apartment Hotel, Amerika Plads 7, 2100 Copenhagen Ø, Denmark.

AGENDA INCLUDING COMPLETE PROPOSALS

1. Management's report on the company's activities in the past year
   The Board of Directors proposes that the management's report on the company's activities be adopted.

2. Presentation and adoption of the audited 2015 annual report
   The Board of Directors proposes that the 2015 annual report be adopted.

3. Resolution on discharging the Executive Board and the Board of Directors from liability
   The Board of Directors proposes that the general meeting grants the Executive Board and the Board of Directors discharge from liability in relation to the 2015 annual report.

4. Resolution proposed by the Board of Directors concerning distribution of profit according to the adopted 2015 annual report
   The Board of Directors proposes that the profit according to the adopted 2015 annual report be carried forward to the next financial year and that no dividend be distributed.

5. Resolution proposed by the Board of Directors concerning the Board of Directors' remuneration for 2016
   The Board of Directors proposes that for the financial year 2016 each ordinary board member shall receive a standard fee of DKK 300,000, the Chairman shall receive 2 times the standard fee (i.e. DKK 600,000) and the Deputy Chairman, if any, shall receive 1.5 times the standard fee (i.e. DKK 450,000). The said fees include remuneration for the members' work in the board committees at any given time (e.g. audit committee, remuneration committee and nomination committee). The fees are unchanged compared to the financial year 2015.

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

This is a translation of the company's announcement in Danish. In case of inconsistency between the Danish text and this English translation, the Danish text will take precedence.

---

Notice of annual general meeting of H+H International A/S

H+H

Remuneration shall be paid quarterly in arrears. In the event that a board member is elected to or retires from the Board of Directors or the position as Chairman or Deputy Chairman at another time than at an annual general meeting (e.g. in connection with an extraordinary general meeting), the remuneration shall be determined proportionately to the time period that the person holds his or her function.

6. Election of members to the Board of Directors

All board members are elected or re-elected at the annual general meeting each year and consequently, their term expires at the annual general meeting following their election or re-election. Accordingly, the term for all present board members expires at this year's annual general meeting.

The Board of Directors' proposal for board candidates is listed below. A description of each candidate's qualifications and special skills is enclosed as Annex A to this notice of annual general meeting.

The Board of Directors proposes re-election of:

a. Kent Arentoft
Chairman of the Board of Directors (53 years).

b. Stewart A Baseley
Executive Chairman, Home Builders Federation, UK (57 years).

c. Pierre-Yves Jullien
President and CEO, Hempel A/S (65 years).

d. Henriette Schütze
Executive director and CFO of Nordic Tankers Group (47 years).

e. Søren Østergaard Sørensen
Professional board member (57 years).

7. Appointment of auditor

The Board of Directors proposes re-appointment of Deloitte Statsautoriseret Revisionspartnerselskab.

8. Other resolutions proposed by the Board of Directors or shareholders

Resolutions proposed by the Board of Directors

a. Authorisation of the Board of Directors to permit the company to purchase own shares

The Board of Directors proposes that the general meeting authorises the Board of Directors, until the next annual general meeting, to allow 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 paid 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.

2/14

---

Notice of annual general meeting of H+H International A/S

H+H

b. Authorisation of the Board of Directors to increase the company's share capital

The Board of Directors proposes that in accordance with section 155(1) of the Danish Companies Act the general meeting authorises the Board of Directors to increase the company's share capital until 14 April 2021 and accordingly to adopt new articles 2A.1.-2A.4. in the Articles of Association as follows:

"2A.1. The Board of Directors is in the period until 14 April 2021 authorized 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 preemptive subscription rights for the Company's existing shareholders. The new shares shall in all respects rank pari passu with the existing shares. The new shares shall be negotiable instruments, shall be issued in the names of the holders and shall rank for dividends and other rights in the Company from such time as is determined by the Board of Directors in its decision to increase the Company's share capital pursuant to this Article.

2A.2. The Board of Directors is in the period until 14 April 2021 authorized 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 by way of cash contribution or otherwise. The capital increase shall be without preemptive subscription rights for the Company's existing shareholders. The new shares shall in all respects rank pari passu with the existing shares. The new shares shall be negotiable instruments, shall be issued in the names of the holders and shall rank for dividends and other rights in the Company from such time as is determined by the Board of Directors in its decision to increase the Company's share capital pursuant to this Article.

2A.3. Pursuant to Articles 2A.1. and 2A.2. above, the Board of Directors may not decide to increase the Company's share capital by more than a total nominal value of DKK 10,790,019.

2A.4. The Board of Directors may implement the necessary amendments to the Articles of Association in connection with increases to the share capital in accordance with the above Articles 2A.1.-2A.3."

c. Amendment to article 3.1 of the Articles of Association

The Board of Directors proposes that article 3.1 of the Articles of Association be amended as a consequence of a recent change of the Danish Companies Act which entered into force on 1 July 2015, implying that it is no longer possible to issue shares in the name of the bearer. Accordingly the status of the company's shares should be changed from being issued to the bearer to being issued in the name of the holder. The proposed amended wording of article 3.1 of the Articles of Association is as follows:

"3.1. The Company's shares shall be issued in the name of the holder and shall be recorded in the name of the holder in the Company's register of shareholders."

d. Amendment to article 6.2 of the Articles of Association

Provided that item 8.c on the agenda is resolved by the general meeting, the Board of Directors proposes that article 6.2 of the Articles of Association be amended due to the fact that it is not required that general meetings shall be convened via the Danish Business Authority's IT system when shares are issued in the name of the holder. Accordingly, the Board of Directors proposes to amend article 6.2 of the Articles of Association as follows:

---

Notice of annual general meeting of H+H International A/S

H+H

"6.2. The Board of Directors shall convene the Company's general meetings with not less than three weeks' notice and not more than five weeks' notice by announcement on the Company's website. Notices of general meetings shall also be sent in hard copy form to any registered shareholders requesting this."

e. Amendment to article 14.6 of the Articles of Association

The Board of Directors proposes that the company's announcements shall be prepared and presented in English as a consequence of the adoption of the Danish Executive Order No. 1258 of 9 November 2015 on Issuers' Duty to Provide Information which came into force on 26 November 2015. Notwithstanding the proposal, the company will at its sole discretion have the option to also prepare a translation into Danish of the announcement, however, the English version of the announcement shall prevail in case of discrepancies between the announcement in English and the Danish translation. Accordingly, the Board of Directors proposes to amend article 14.6 of the Articles of Association as follows:

"14.6. The Company's annual reports, interim financial reports and announcements shall be prepared and presented in English."

f. Amendments to the "Remuneration guidelines for the Board of Directors and the Executive Board, including guidelines of the incentive pay to the Executive Board"

At the company's annual general meeting on 10 April 2014, the general meeting approved the company's existing "Remuneration guidelines for the Board of Directors and the Executive Board, including general guidelines for incentive pay to the Executive Board". In addition to a number of minor adjustments being clarifications or legal updates, the Board of Directors proposes that the following amendments, additions and specifications be made in the company's guidelines:

• Wording stating that key performance indicators used for long-term share-based incentive pay schemes primarily shall be company-related key performance indicators, whereby personal financial or non-financial performance indicators shall concern a lessor potential value than the company-related key performance indicators.
• Wording stating that vested matching shares may be settled not only by grant of matching H+H shares but also, in part or in whole, by payment of cash. Cash settlement could be relevant e.g. in a situation where existence of insider information has prevented the company from acquiring sufficient treasury shares to cover the number of matching shares to be granted. Settlement partly in cash can also be relevant for an amount equal to the tax that the participant may be liable to pay at the time of grant of the matching H+H shares. Such settlement in cash will prevent unnecessary trading of the company's shares as the company will not have to buy treasury shares to cover 100% of the matching H+H shares vesting and the participants will not have to sell up to around 50% of the granted matching H+H shares shortly after the time of grant to obtain cash to pay the tax levied on the matching H+H shares vesting.
• Wording to provide the Company with the same right and obligation as existing for share options to make adjustments to the number of matching H+H shares to be granted in case of the company's payment of dividend or corporate actions diluting the value of the company's shares prior to grant. By mistake the access to make such adjustment has so far only been available in respect of a possible share option programme.

---

Notice of annual general meeting of H+H International A/S

H+H

A revised version of the "Remuneration guidelines for the Board of Directors and the Executive Board, including general guidelines for incentive pay to the Executive Board" is enclosed as Annex B.

g. Authority to the chairman of the annual general meeting

The Board of Directors proposes that the chairman of the annual general meeting is authorised to make such amendments and additions to the resolutions passed by the general meeting and to the application for registration with the Danish Business Authority as the Authority may require for registration.

1. Any other business

---

MAJORITY

The resolutions under agenda items 0, 8.c, and 8.d proposed by the Board of Directors require at least two thirds of the votes cast and of the voting share capital represented at the annual general meeting; see section 106(1) of the Danish Companies Act and article 12.2 of the Articles of Association. All other agenda items may be passed by a simple majority of votes; see article 12.1 of the Articles of Association.

SHAREHOLDER INFORMATION

The share capital of the company is DKK 107,900,190 divided into shares of DKK 10 or multiples thereof. Each share with a nominal value of DKK 10 entitles the holder to one vote, cf. articles 2.1, 2.2 and 11.1 of the Articles of Association. Pursuant to section 85 of the Danish Companies Act, the voting share capital must be calculated less the shares held by the company as treasury shares. As of today, the company holds 24,441 treasury shares.

A shareholder is entitled to participate in and vote at the general meeting, if the shareholder's shareholding is registered in the company's register of shareholders on the record date or the shareholder has no later than on the record date notified and documented the shareholder's acquisition of shares with a view to registration in the register of shareholders. See article 11.2 of the Articles of Association. The record date is Thursday 7 April 2016.

Furthermore, the shareholder must have obtained an admission card or submitted absentee votes (i.e. by proxy or postal votes) in due time (see the deadlines listed below). In this respect, please note that you may either assign a proxy or vote by post, but not both.

The following information is available for the shareholders to view and print on the company's website at www.HplusH.com/general-meeting up until and including the day of the annual general meeting:

• The notice and the agenda including the complete proposals for the items on the agenda and Annex A (Description of the candidates for the Board of Directors as proposed by the Board of Directors) and Annex B ("Remuneration guidelines for the Board of Directors and the Executive Board, including general guidelines for incentive pay to the Executive Board").
• The documents to be presented at the annual general meeting, including the audited annual report for 2015
• Form for request of admission cards to the general meeting
• Proxy form and form for voting by post
• The total number of shares and voting rights in the company at the date of the notice convening the general meeting

5/14

---

Notice of annual general meeting of H+H International A/S

H+H

The notice convening the general meeting will be e-mailed to all shareholders having registered an e-mail address in the register of shareholders as of today's date as well as sent by mail to the registered shareholders having made a written request to the company to receive notices of general meeting by mail.

Provided that agenda item 8.c is being adopted (issue of shares in the name of the holder) at the annual general meeting, all shareholders are requested to record their shareholdings in the name of the holder in the company's register of shareholders. Further, all shareholders that have not yet registered an e-mail address are urged to register an e-mail address via the H+H Shareholder Portal at www.HplusH.com/shareholder-portal. By doing so, the shareholder will automatically receive by e-mail all future notices for general meetings.

The company has designated Danske Bank A/S as its custodian bank, through which the company's shareholders may exercise their financial rights.

ADMISSION CARDS

Shareholders wishing to attend the general meeting must order an admission card in due time for the order to be received by Computershare A/S no later than on Friday 8 April 2016 by:

• visiting the H+H Shareholder Portal at www.HplusH.com/shareholder-portal and registering electronically (remember to have your NemID or your VP account number available), or
• printing the registration form available on the company's website at www.HplusH.com/general-meeting and returning it – duly completed and signed – to Computershare A/S, Kongevejen 418, 2840 Holte, Denmark, by mail, by e-mail at info@computershare.dk, or by fax on +45 45 46 09 98.

Ordered admission cards will be sent out one (1) week before the annual general meeting to each shareholder's address as entered in the company's register of shareholders on the record date or may be collected in person on 14 April 2016 from 14.00 CET at the entrance door at the general meeting venue.

A shareholder may attend together with an adviser, provided an admission card was ordered in due time for the adviser.

PROXY

A shareholder may attend the general meeting by proxy by:

• assigning a proxy to a named third party by requesting an admission card for the third party in question,
• assigning a proxy to the chairman of the Board of Directors to cast votes in accordance with the Board of Directors' recommendations, or
• assigning a proxy to cast votes in accordance with the shareholder's instruction on how to vote in respect of each resolution proposed.

Proxy to a named third party other than the Board of Directors shall be made in a written, dated and signed form and be produced by the proxy at the general meeting together with an admission card. A proxy may attend together with an adviser, provided an admission card was ordered in due time for the adviser.

---

Notice of annual general meeting of H+H International A/S

H+H

A proxy form can be found at the H+H Shareholder Portal at www.HplusH.com/shareholder-portal and may be completed and submitted electronically via the H+H Shareholder Portal (remember to have your NemID or VP account number available) no later than on Friday 8 April 2016.

Alternatively, the proxy form can be printed from the company's website at www.HplusH.com/general-meeting and returned – duly completed and signed – to Computershare A/S, Kongevejen 418, 2840 Holte, Denmark, by mail, by e-mail at info@computershare.dk, or by fax on +45 45 46 09 98 in due time for it to reach Computershare A/S no later than on Friday 8 April 2016.

VOTING BY POST

A shareholder may exercise the shareholder's voting rights by voting by post.

A form for submitting postal votes can be found at the H+H Shareholder Portal at www.HplusH.com/shareholder-portal. The form may be filled out and submitted electronically (remember to have your NemID or VP account number available) via the H+H Shareholder Portal no later than on Wednesday 13 April 2016 at 12.00 CET (noon).

Alternatively, the form for submitting postal votes can be printed from the company's website at www.HplusH.com/general-meeting and returned – duly completed and signed – to Computershare A/S, Kongevejen 418, 2840 Holte, Denmark, by mail, by e-mail at info@computershare.dk, or by fax on +45 45 46 09 98 in due time for it to reach Computershare A/S no later than on Wednesday 13 April 2016, at 12.00 CET (noon).

WRITTEN QUESTIONS FROM SHAREHOLDERS

Prior to the general meeting, shareholders may submit written questions to the company regarding the agenda items or documents etc. to be presented at the annual general meeting. Questions must be e-mailed with clear identification of the shareholder to the company at shareholder@HplusH.com no later than on Wednesday 13 April 2016.

Copenhagen, 18 March 2016

H+H International A/S

The Board of Directors

7/14

---

Notice of annual general meeting of H+H International A/S

H+H

Annex A

Description of the candidates for the Board of Directors as proposed by the Board of Directors

Pursuant to the Articles of Association of H+H International A/S, the Board of Directors shall consist of 4 to 8 members to be elected by the general meeting for a term that expires at the next annual general meeting. The Board of Directors finds that 5 members in the Board of Directors is currently appropriate to fulfil the needs of the company when considering the members' collective extensive competences and experiences as well as to ensure constructive debates and effective decision-making processes allowing all members to participate and play an active role.

The Board of Directors' proposal of candidates for the Board of Directors is based upon the Board's competence and diversity profile published on the company's website, www.HplusH.com. The competences defined as being relevant in the profile are, amongst others, competences within strategy development, efficiency improvements and turnaround programmes, risk management, commercial understanding within the building industry and housing development, international operational development, production, logistics and sales and marketing in business-to-business sectors as well as experience with board of director work and knowledge of stock exchange legislation and practices. As can be seen in the descriptions of the various candidates proposed by the Board of Directors, each candidate possesses expertise and experience that match several of the required collective board competences, as well as complementing the competences already represented by the other candidates.

Furthermore, the Board of Directors' proposal of candidates for the Board is based upon the results of the self-evaluation process that the Board carried out during January and February 2016. The self-evaluation showed that the board members, both individually and collectively, have good insight in and understanding of the company's business, the sector and the current relevant risks and opportunities of the company as well as possess the commercial and financial skills required to allow for the Board of Directors to perform its tasks in the best possible manner. The evaluation also showed that all members are independent of special interests.

The Board of Directors proposes re-election of:

a. Kent Arentoft

• Male. Born 1962. Chairman of the Board of Directors.
• Chairman. Joined the Board of Directors in 2013. Member of the Nomination Committee (chairman) and Remuneration Committee (chairman).
• Broad organisation and management experience in international companies in the building materials and contracting sector, in particular within strategy development and M&A transactions.
• Independent as defined in the Danish Recommendations on Corporate Governance.
• Chairman of the board of directors of Cembrit Group A/S / Cembrit Holding A/S and DSV Miljø Holding A/S plus 10 subsidiaries.
• Member of the board of directors of Solix Group AB (Sweden).

b. Stewart A Baseley

• Male. Born 1958. Executive Chairman, Home Builders Federation (UK).
• Joined the Board of Directors in 2010. Member of the Remuneration Committee.

---

Notice of annual general meeting of H+H International A/S

H+H

• Experience in the international housebuilding industry and the developer industry, particularly in the UK, as well as international management experience.
• Independent as defined in the Danish Recommendations on Corporate Governance.
• Member of the board of directors of Fuerst Day Lawson Holdings Limited (UK) and six subsidiaries, four subsidiaries of Home Builders Federation (UK), HBF Insurance PCC Limited (Guernsey), the National House-Building Council (UK), Akomex Sp. z o.o. (Poland), Druk-Pak SA (Poland) and ProService Agent Transferowy Sp. z o.o. (Poland).
• Senior Advisor on Central and Eastern Europe for Highlander Partners L.P. (USA).
• Chairman of Habitat for Humanity Great Britain (UK).
• Patron of Children with Special Needs Foundation (UK).

c. Pierre-Yves Jullien
- Male. Born 1950. President and CEO, Hempel A/S.
- Joined the Board of Directors in 2010. Member of the Nomination Committee and Remuneration Committee.
- Experience in the management of a major global manufacturer, including turnarounds and efficiency improvement as well as B2B sales.
- Independent as defined in the Danish Recommendations on Corporate Governance.
- Managing director, chairman or member of the board of directors of 20 companies in the Hempel Group.
- Member of the board of Saudi Arabian Packaging Industry W.L.L. (Saudi Arabia).

d. Henriette Schütze
- Female. Born 1968. Executive director and CFO, Nordic Tankers Group.
- Joined the Board of Directors in 2013. Member of the Audit Committee (chairman).
- Extensive financial management experience from international listed and unlisted companies, particularly management, strategy development, turnarounds, change management and productivity/efficiency improvements.
- Independent as defined in the Danish Recommendations on Corporate Governance.
- CEO, CFO, chairman or member of the board of directors of nine companies in the Nordic Tankers Group.
- Member of the board of directors of BKR Carriers AS (Norway), BKR Tankers AS (Norway), Crystal Nordics A/S, the Royal Danish Theatre and IMD Alumni Club of Denmark.

e. Søren Østergaard Sørensen
- Male. Born 1958. Professional board member.
- Joined the Board of Directors in November 2014. Member of the Audit Committee and the Nomination Committee.
- Extensive international experience, including from Poland and Russia, within organisation and management, particularly within strategy development, M&A transactions, international sales and marketing, and product development.
- Independent as defined in the Danish Recommendations on Corporate Governance.
- Chairman of the board of directors of Hydratech Industries A/S and three subsidiaries and Monark GmbH (Germany).

---

Notice of annual general meeting of H+H International A/S

H+H

• Deputy chairman of the board of directors of Eksport Kredit Finansiering A/S, Frese Holding A/S and three subsidiaries, and IAI Holding A/S and one subsidiary.
• Member of the board of directors of AVK Holding A/S. Exodraft A/S and Sanistál A/S.

Annex B

Remuneration guidelines for the Board of Directors and the Executive Board, including general guidelines for incentive pay to the Executive Board (DRAFT)

SCOPE OF THE GUIDELINES

These guidelines concern remuneration of the Board of Directors and the Executive Board registered at any time with the Danish Business Authority, including incentive pay (variable remuneration) to the Executive Board.

The guidelines have been drawn up pursuant to the requirements stipulated in section 139 of the Danish Companies Act as well as the applicable corporate governance recommendations, cf. "Recommendations on Corporate Governance" of May 2013 (as updated November 2014) issued by the Committee on Corporate Governance.

All remuneration agreements (whether they are new agreements or amendments to or prolongation of existing agreements) entered into after adoption of the guidelines by the general meeting shall adhere to these guidelines. Remuneration agreements entered into prior to adoption of these guidelines shall continue on the terms already agreed.

The Board of Directors may change or wind up an incentive pay scheme introduced in accordance with these guidelines. Any changes shall, however, comply with these guidelines.

OBJECTIVE OF THE GUIDELINES

The purpose of these guidelines is to create a framework that enables the implementation of remuneration packages that support both the short- and the long-term goals of the company and that ensures that the remuneration level is aligned with the shareholders' interest in increased value creation.

The interplay between the annual fixed salary and the incentive pay schemes making up the remuneration package offered shall be so that the various remuneration components collectively motivate management decisions that pursue increased value creation, but does so without leading to behaviour that pertains too high risks or involves illegal or unethical behaviour.

The Board of Directors has set up a Remuneration Committee that together with the Chairman of the Board of Directors assesses the Board of Directors' and the Executive Board's remuneration on an ongoing basis and reports to the Board of Directors on their findings.

The individual remuneration to members of the Board of Directors and members of the Executive Board shall be stated in the company's annual report.

10/14

---

Notice of annual general meeting of H+H International A/S

H+H

BOARD OF DIRECTORS

The Board of Directors shall receive remuneration only in the form of a fixed cash fee. The fixed fee for a given financial year is approved by the annual general meeting in the financial year concerned.

The members of the Board of Directors shall not receive any type of incentive pay and they shall not be part of any pension scheme.

The annual standard fee for board members proposed by the Board to the annual general meeting shall be set at a level that is competitive and on a par with comparable companies, and so that the fee reflects the demands on and responsibilities of the members in view of the complexity of the business of the H+H Group as well as the time usually required for preparation for and attendance at board meetings, committee meetings etc. In light of the additional tasks and responsibilities of the Chairman and the Deputy Chairman, if any, the Chairman shall receive a standard fee that is 2 times and the Deputy Chairman, if any, an annual fixed fee that is 1.5 times the standard fee.

Travel and accommodation expenses, etc., in connection with board meetings and expenses are paid on submission of receipts.

EXECUTIVE BOARD

Remuneration components

The elements of the Executive Board's total remuneration are combined on the basis of market practice and the H+H Group's specific requirements at any given time. The Executive Board's remuneration shall consist of a combination of:

• A fixed annual salary (including pension contributions, if any); and
• Performance-based short-term incentive pay scheme(s) – i.e. cash incentives; and/or
• Performance-based long-term incentive pay scheme(s) – i.e. share-based incentives

In addition to the fixed salary and the incentive pay, the members of the Executive Board shall also receive work-related benefits in kind in accordance with normal market practices, including e.g. a company car, free telephone, broadband at home, news subscriptions, certain insurances (accident, health and directors & officers liability) etc.

The total remuneration to the executive board members is subject to annual assessment by the Chairman of the Board of Directors together with the Remuneration Committee. Factors that will be considered when assessing and determining the level and nature of the remuneration are e.g. the results achieved by the Executive Board, the H+H Group's size, the complexity of the business, remuneration market practices as well as the market remuneration level. The overall aim shall be to have a remuneration package that is sufficiently competitive to enable the company to attract and retain executive board members with the relevant qualifications as required at any given time to best take advantage of the H+H Group's opportunities and potential as well as counter the H+H Group's challenges.

Guidelines for fixed annual salary

The fixed salary shall be based on market levels and shall take into account the extent of possible performance-based incentive pay.

The executive board members do not receive any remuneration for directorships held in H+H subsidiaries.

11/14

---

Notice of annual general meeting of H+H International A/S

H+H

General guidelines for performance-based incentive pay

The performance criteria to be fulfilled, in whole or in part, in order to earn incentive pay can be related to certain company-related key performance indicators (KPIs – i.e. EBITDA, EBIT, PBT, EPS, ROE, ROIC, increases in share price etc.) and/or certain individual key performance criteria, whether financial or non-financial in nature (e.g. execution of specific strategic projects (turnaround plans, acquisition plans, achievements within research & development etc.).

The Board of Directors is of the opinion that the best performance from the Executive Board in the form of value creation for the company's shareholders is achieved when a certain part of the executive board members' total remuneration is dependent on achievement of relevant performance criteria defined by the Board of Directors from time to time in consideration of the company's strategy as well as opportunities and challenges.

The total incentive pay (short-term incentive pay and long-term incentive pay) that an executive board member potentially can achieve pursuant to the annual pool of the incentive pay programmes may, when valued at the time of the initiation of the vesting period for the annual pool, not exceed 80% of the executive board member's fixed annual salary in the specific financial year. The value in relation to share-based incentive pay shall be calculated in accordance with the International Financial Reporting Standards (IFRS), including the Black-Scholes model for the value calculation for share options.

Payment of incentive pay earned by the end of a financial year may not take place until after the independent auditors' report has been received and the annual report for the financial year in question has been approved by the Executive Board and the Board of Directors.

The specific incentive pay contracts entered into with each executive board member shall include wording to the effect that the company, in exceptional cases, shall be able to reclaim in full or in part the incentive pay paid on the basis of data, which proved to be manifestly misstated.

Short-term incentive pay schemes (cash-based)

Executive board members may participate in short-term incentive pay schemes in the form of annual cash bonuses.

The annual cash bonuses' yearly performance criteria shall be set by the Board of Directors and the criteria shall support fulfilment of the company's short-term goals. Relevant performance criteria may be company-related results such as e.g. Earnings Before Interest and Tax (EBIT), Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA), Profit Before Tax (PBT), net working capital, and/or the performance criteria may be measurable personal results of a financial or non-financial nature.

Long-term incentive pay schemes (share-based)

Executive board members may participate in long-term incentive pay schemes in the form of share-based programmes such as matching shares or share options.

The design of the share-based incentive schemes shall reflect their general purpose, i.e. to support fulfilment of the company's long-term growth and earnings in order to ensure that shareholders' interests are met as best possible. To support the overriding purpose of pursuit of long-term growth and earnings, share-based incentive schemes shall always have a vesting period of more than one year, and exercise of any gain may not take place until around 3

12/14

---

Notice of annual general meeting of H+H International A/S

H+H

years from the initiation of the vesting period. Furthermore, the primary performance criteria shall be company-related key performance indicators.

If a matching share programme is established, the executive board member shall invest in H+H shares at market value. These H+H shares, invested in by the executive board member, may subsequently and on certain conditions be matched for free with H+H shares after a set vesting period. The vesting period shall be around 3 years, and the number of matching H+H shares vesting shall depend on the degree of fulfilment within the vesting period of the set performance criteria. However, the maximum number of matching H+H shares possibly vesting may not exceed 3 H+H shares per H+H share invested in and still held by the executive board member by the end of the vesting period. The matching H+H shares vesting may be settled in H+H shares and/or in cash with an amount equal to the value of the matching H+H shares not being settled in H+H shares as decided by the Board of Directors. The programme may set an annual minimum investment requirement for each executive board member's participation in the programme. The maximum annual investment allowable under the programme shall be an amount equal to 10% of the executive board member's annual fixed salary at the time of investment.

If a share option programme is established, each share option shall give the board member a right to buy from the company one H+H share. The number of share options that will be granted shall depend upon fulfilment of performance criteria defined by the Board of Directors. The executive board member shall pay a price in order to receive the share option. The exercise price of a share option shall be above the market value of the H+H shares at the date of grant. The share options shall not be exercisable until around 3 years after the date of grant, and the share options shall expire if not exercised no later than around 5 years from the date of grant.

The exercise price for a share option and/or the number of granted share options or matching H+H shares shall be adjusted before grant in case of payment of dividend or corporate actions that dilute the value of the H+H shares prior to grant.

Share-based incentive schemes may be established on tax terms whereby the executive board member's profit from participation in the scheme will be taxed as share profit, and having as a consequence that the company cannot receive a tax deduction for the costs of the share-based incentive scheme.

Share-based incentive schemes may at the discretion of the Board of Directors include provisions allowing for accelerated and amended vesting criteria in certain extraordinary circumstances such as takeover, mergers, acquisitions, divestments or the like.

At the discretion of the Board of Directors, and taking account of the company's liquidity and other investment requirements, the company intends to cover the H+H shares likely to have to be provided by the company to the executive board members pursuant to share-based incentive schemes on an ongoing basis through the company's purchase of H+H shares during the vesting period.

The share-based schemes that the Board of Directors approves pursuant to these guidelines shall be described in more detail in an announcement at establishment of each programme as well as in connection with executive board members' entries and grants under the scheme, and shall be reported on each year in the company's annual report.

13/14

---

Notice of annual general meeting of H+H International A/S

H+H

Termination of employment

In the event of the company's termination of the employment relationship, an executive board member may receive payment during the notice period in an amount equal to up to 12 months' fixed salary and incentive pay, in addition to termination payment, if any, in an amount equal up to 12 months' fixed salary. However, in case the company's termination of the employment relationship takes place in connection with or within a period of 2 years from a takeover or a delisting of the company, an executive board member may receive payment during the notice period in an amount equal to up to 12 months' fixed salary and incentive pay in addition to termination payment, if any, in an amount equal to up to 24 months' fixed salary.

Adopted by the annual general meeting on 14 April 2016

Thomas Weincke
Chairman of the meeting

This is a translation of the Remuneration guidelines in Danish.
In case of inconsistency between the Danish text and this English translation the Danish text shall prevail.

14/14