Hove A/S — Proxy Solicitation & Information Statement 2023

Mar 29, 2023

LUNDGRENS

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given of the annual general meeting in

Hove A/S
Reg. no. 25 80 48 21
(the "Company")

on 28 April 2022, at 13:00

to be held at the Herstedøstervej 7, 2600 Glostrup, with the following

Agenda:

1. The Board of Directors report on the activities of the Company during the past financial year
2. Adoption of the annual report
3. Resolution on distribution of profit or loss recorded in the annual report adopted by the general meeting
4. Discharge for the Board of Directors and the management
5. Approval of remuneration to the Board of Directors for the current financial year
6. Appointment of members of the Board of Directors
7. Appointment of auditor
8. Any proposals from the Board of Directors, executive board or shareholders
   a. Proposal for a new article in the Company's articles of association
9. Authorization

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LUNDGRENS

In accordance with article 5.6 of the articles of association, the Board of Directors will appoint attorney-at-law Peter Mollerup as chairman of the general meeting.

Elaboration of the items on the agenda:

Item 1 The Board of Directors report on the activities of the Company during the past financial year

The Board of Directors proposes that the oral report on the Company's activities in the past financial year is noted by the annual general meeting.

Item 2 Adoption of the annual report

The Board of Directors proposes that the audited Annual Report 2021 is adopted by the annual general meeting.

Re. 3 Resolution on distribution of profit or loss recorded in the annual report adopted by the general meeting

The Board of Directors proposes that the annual result after tax in the amount of DKK 3,968,006 is transferred to retained earnings.

Re. 4 Discharge for the Board of Directors and the management

The Board of Directors proposes that the annual general meeting grants discharge of liability to the Board of Directors and the management.

Re. 5 Approval of remuneration to the Board of Directors for the current financial year

The Board of Directors proposes that the remuneration will be DKK 250,000 to the Chairman of the Board, DKK 100,000 to the vice-Chairman of the Board and DKK 75,000 to all other board members. The new remuneration will take effect on 28 April 2022 and will apply for the remainder of the current financial year. The remuneration shall be allocated on a pro rata basis according to the number of months that the Board members have held their respective Board position during the current financial year.

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LUNDGRENS

Ad. 6 Appointment of members of the Board of Directors

The current Board of Directors of the Company proposes that Knud Andersen is elected as a new board member and Chairman of the Board of Directors. In addition, it is proposed that the existing board members Michael Gaarmann, Mette Søs Lassesen, Jesper Bregendahl, Dennis Schade Forchammer and Hans Christian Hansen are re-elected.

Ad. 7 Appointment of auditor

The Board of Directors of the Company proposes that Dansk Revision Hillerød Godkendt Revisionsaktieselskab is re-elected.

Re. 8 Any proposals from the Board of Directors, executive board or shareholders

a. Proposal for a new article in the Company's articles of association

The Board of Directors proposes to add a new article 7.6 to the articles of association of the Company, stating that shareholder proposals to the general meeting must be received at least 5 weeks prior to the general meeting.

New 7.6 is proposed as follows:

"Proposals from shareholders for consideration at the general meeting must be received by the Board of Directors no later than 5 weeks before the date of the general meeting."

Re. 9 Authorization

The Board of Directors proposes to authorize the chairman of the meeting or the person he may authorize to notify the Danish Business Authority of the resolution thus adopted and to make all amendments and additions to the resolution and the notification and any other documents that may be required by the Danish Business Authority in connection with the registration of the amendments to the articles of association.

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LUNDGRENS

Additional Information

Registration

Shareholders who wish to participate in the annual general meeting must request to participate in accordance with the time limit for ordering admission cards in section 7.3 of the Articles of Association 22 April 2022, at 23:59.

A shareholder with the right to attend and vote in accordance with section 7.1 of the Articles of Association is entitled to attend the general meeting when the shareholders has registered no later than 22 April 2022, at 23:59.

Registration can be done via Computershares website or via the shareholder portal, Hove A/S (computershare.dk).

A shareholder or a proxy holder may attend the general meeting with an adviser if participation of the adviser has been requested.

Confirmation of registration will be sent via e-mail to the e-mail address provided by the shareholder in connection with registration.

If a shareholder is prevented from attending the general meeting, the shareholder may vote by giving proxy to the Board of Directors of Hove A/S or to a person appointed by the shareholder. The proxy holder may then vote on the capital shares held by the shareholder.

A proxy must be received by Hove A/S no later than 11.59 p.m. on Friday 22 April 2022.

A postal vote must be received by Hove A/S no later than 12.00 noon on Wednesday 27 April 2022.

Submission of proxy may be made:

• On the shareholder portal, Hove A/S (computershare.dk),
• by submitting a completed and signed proxy form, clearly indicating the shareholder's name, e-mail address and VP account number, to Computershare A/S, Lottenborgvej 26 D, 2800 Kgs. Lyngby by post, or
• e-mail at gf@computershare.dk.

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LUNDGRENS

Adoption requirements

Adoption of the proposals requires a simple majority, cf. section 7.5 of the Articles of Association and section 105 of the Companies Act.

Adoption of item 8 of the agenda requires a minimum of 2/3 of both the votes casted and of the proportion of the share capital represented at the general meeting, cf. Article 106 of the Companies Act.

The size of the share capital and voting rights

The Company's share capital amounts to nominally DKK 2,400,000 divided into shares of DKK 0.10. Each share of DKK 0.10 gives one vote at the general meeting, cf. section 7.1 of the articles of association.

The right to attend and vote at the annual general meeting on 28 April 2022 belongs to shareholders who, on the registration date, Thursday 21 April 2022 (at 23:59), are listed as a shareholder in the register of shareholders, cf. section 7.1 of the Articles of Association.

Additional information

The notice including an overview of the total number of shares and voting rights on the date of the notice and the form to be used for proxy voting, will be available on the Company's website https://hove-as.com/investor/ at least two weeks prior to the general meeting

8 April 2022

The Board of Directors

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