Brødrene Hartmann A/S

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Påmindelse til aktionærer om tidsfrist for accept af Thornicos tilbud om køb af Hartmann-aktier7.12.2023 10:21:25 CET | Brødrene Hartmann A/S | Investor Nyheder

Som informeret i selskabsmeddelelse nr. 24/2023, forventes Brødrene Hartmann A/S’ aktier at blive afnoteret fra handel og officiel notering på Nasdaq Copenhagen A/S den 20. december 2023. I forbindelse med afnoteringen har Hartmanns hovedaktionær, Thornico Food & Food Technology A/S (ultimativt kontrolleret af Thornico Holding A/S), fremsat et tilbud om at købe alle aktier i Brødrene Hartmann (med undtagelse af selskabets egne aktier) for 360 kr. per aktie. Aktionærer, som allerede har accepteret Thornicos købstilbud, eller har besluttet sig for ikke at tage imod det, skal ikke foretage sig yderligere. Aktionærer, der endnu ikke har taget stilling til, om de ønsker at sælge aktier til Thornico eller beholde dem, bør tage stilling snarest og i god tid inden den 20. december 2023. De fuldstændige vilkår og betingelser for tilbuddet, herunder procedure for accept af tilbuddet og oplysninger om afvikling, fremgår af tilbudsdokumentet, som findes på engelsk og dansk på Hartmanns hjemmeside,

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Publication of Thornico's offer to acquire shares in Brødrene Hartmann A/S22.11.2023 08:31:08 CET | Brødrene Hartmann A/S | Tender offer

As announced in company announcement no. 23/2023, Nasdaq Copenhagen A/S has on 20 November 2023 approved the request for delisting of Brødrene Hartmann A/S' shares from trading and official listing. Today, Brødrene Hartmann A/S' majority shareholder, Thornico Food & Food Technology A/S (ultimately controlled by Thornico Holding A/S), has made an offer to acquire all shares in Brødrene Hartmann A/S (except treasury shares held by Hartmann) at a price of DKK 360 per share with a nominal value of DKK 20. The offer is valid for a period of four weeks from today and until and including 20 December 2023 at 23:59 CET. The complete terms and conditions for the offer, including procedures for how to accept the offer and information regarding settlement, are set out in an offer document. The offer document is available for download in English and Danish language via Hartmann's website https://www.hartmann-packaging.com/world/investor/thornico-offer/ subject to certain restrictions. Shareholders

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Nasdaq Copenhagen A/S approves delisting of Brødrene Hartmann A/S' shares20.11.2023 19:17:13 CET | Brødrene Hartmann A/S | Other information disclosed according to the rules of the Exchange

As resolved at Brødrene Hartmann A/S’ extraordinary general meeting held on 16 October 2023, the company has requested Nasdaq Copenhagen A/S to delist its shares from trading and official listing on Nasdaq Copenhagen A/S, cf. company announcement no. 20/2023. Nasdaq Copenhagen A/S has today accepted this request. Pursuant to Nasdaq's Nordic Main Market Rulebook for Issuers of Shares, the delisting is conditional upon the shareholders of Brødrene Hartmann A/S being offered the ability to dispose of their shares for a period of at least four weeks, after which the shares will be cancelled from trading and official listing. As previously announced, Brødrene Hartmann A/S' main shareholder, Thornico Food & Food Technology A/S (ultimately controlled by Thornico Holding A/S), will make an offer to acquire all shares in Brødrene Hartmann A/S (except treasury shares held by Hartmann) at a price of DKK 360 per share with a nominal value of DKK 20. The offer price of DKK 360 corresponds to the pr

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Hartmann’s Q3 2023 financial performance was consistent with expectations and full-year guidance ranges were narrowed15.11.2023 14:57:30 CET | Brødrene Hartmann A/S | Quarterly report

Hartmann delivered Q3 2023 revenue as expected and operating profit recovered compared to the same quarter last year, where performance was significantly impacted by historically high raw material prices. Guidance for 2023 was narrowed within existing outlook ranges. While the Americas segment continued to increase revenue, the overall decline was attributable to the development in Eurasia, where revenue in the comparison quarter in 2022 was lifted by temporary charges linked to historically high energy prices. Operating profit reached a normalised level compared to Q3 2022, where earnings were significantly impacted by high raw material prices. Q3 2023 progress was attributable to both segments. In Eurasia, earnings mainly arose from lower raw material prices and improved price mix, and in the Americas from higher revenue, volume growth and cost improvements. In Q3 raw material prices remained volatile and above pre-energy crisis levels. Investments mainly related to continued and ong

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Publication of request to delist Brødrene Hartmann's shares from Nasdaq Copenhagen19.10.2023 11:57:11 CEST | Brødrene Hartmann A/S | Other information disclosed according to the rules of the Exchange

As resolved at Brødrene Hartmann A/S’ extraordinary general meeting held on 16 October 2023, cf. company announcement no. 19/2023, the company has today requested Nasdaq Copenhagen A/S to delist its shares from trading and official listing on Nasdaq Copenhagen A/S. Provided that Nasdaq Copenhagen accepts the request, the delisting will be completed as soon as possible. Pursuant to Nasdaq's Nordic Main Market Rulebook for Issuers of Shares, the delisting will be conditional upon the shareholders of Brødrene Hartmann A/S being offered the ability to dispose of their shares for a period of at least four weeks, after which the shares will be cancelled from trading and official listing. As previously announced, if the delisting request is approved by Nasdaq Copenhagen, the company's majority shareholder, Thornico Food & Food Technology A/S (ultimately controlled by Thornico Holding A/S), has stated its intention to offer to purchase all shares of the company (except treasury shares held by

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Extraordinary general meeting on 16 October 202316.10.2023 15:25:39 CEST | Brødrene Hartmann A/S | Decisions of general meeting

Brødrene Hartmann A/S has today held an extraordinary general meeting which was convened upon request from the majority shareholder, Thornico, that had proposed a delisting of the company’s shares from trading and official listing on Nasdaq Copenhagen. The proposal was approved with the sufficient majority of a minimum of 90% of the votes cast and of the represented share capital at the extraordinary general meeting. Voting results will be available at Hartmann’s website as soon as possible. The approval of the proposal thus meets the requirements pursuant to Nasdaq's Nordic Main Market Rulebook for Issuers of Shares, Supplement A, Part E, for Nasdaq Copenhagen to accommodate a request for delisting of a company. The requirements are The proposal is approved by a valid general meeting resolution with a minimum of 90% of the votes cast and of the represented share capital; The notice of the general meeting with the delisting proposal provides a description of the consequences of delisti

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Thornico acquires approx. 10% of the shares of Hartmann and intends to increase its offer to the other shareholders to DKK 360 per share12.10.2023 10:17:54 CEST | Brødrene Hartmann A/S | Inside information

With reference to company announcement no. 16/2023 containing the notice convening an extraordinary general meeting of Brødrene Hartmann A/S ("Hartmann") on 16 October, 2023 upon request from the majority shareholder, Thornico Food & Food Technology Group A/S (ultimately controlled by Thornico Holding A/S) ("Thornico"), proposing a delisting of the company’s shares from trading and official listing on Nasdaq Copenhagen, Hartmann's board of directors has today received the following information from Thornico: Thornico has today entered into an agreement with Handelsbanken, VN Capital, Aktia and Abaco Capital to purchase a holding of shares and voting rights in Hartmann corresponding to approx. 10% of all shares and voting rights. The shares have been acquired at a price of DKK 360 per share. Upon completion of the purchase, Thornico will hold approx. 80% of all shares and voting rights in Hartmann. As part of the agreement, the selling shareholders have agreed to vote in favour of the p

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Correction related to extraordinary general meeting on 16 October 20232.10.2023 17:12:12 CEST | Brødrene Hartmann A/S | Notice to convene extr.general meeting

Due to a regrettable human error on the part of Hartmann’s supplier responsible for the investor portal, it had erroneously been stated that the board of directors had a recommendation “For” the proposal concerning delisting of the company's shares from trading and official listing on Nasdaq Copenhagen instead of “Abstain”. This incorrect information was stated in the information provided to registered shareholders via email and on the company’s investor portal in relation to the extraordinary general meeting to be held on 16 October 2023 as announced in the convening notice in company announcement no. 15/2023 on 22 September 2023. The default setting in the system has now been changed to “Abstain”. The error has been corrected by Hartmann’s supplier on the investor portal on 29 September 2023 and is assessed not to have had any effect on advance voting or provision of proxies to the board of directors.

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Notice convening an extraordinary general meeting of Brødrene Hartmann A/S on 16 October 202322.9.2023 16:30:16 CEST | Brødrene Hartmann A/S | Notice to convene extr.general meeting

We hereby convene an extraordinary general meeting of Brødrene Hartmann A/S to be held on Monday, 16 October 2023 at 3 pm CEST regarding Thornico Holding A/S' intention of proposing delisting Hartmann's shares from trading and official listing on Nasdaq Copenhagen. Further information on the extraordinary general meeting, including the agenda items, is in the notice attached to this announcement.

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Request from Thornico Holding A/S to convene an extraordinary general meeting to propose delisting19.9.2023 21:04:23 CEST | Brødrene Hartmann A/S | Inside information

The board of directors of Hartmann has today received a request from the company’s majority shareholder, Thornico Holding A/S, to convene an extraordinary general meeting to propose delisting the company. Thornico Holding A/S has stated its intention of proposing delisting Hartmann’s shares from trading and official listing on Nasdaq Copenhagen as the company has not actively utilised the capital market for many years, the liquidity of the shares tradable is limited and costs related to the listing are substantial. Subject to adoption of the proposal at the extraordinary general meeting and Nasdaq Copenhagen's approval of delisting the shares, Thornico Holding A/S has stated its intention to offer purchasing all shares (except treasury shares held by Hartmann) at the price of DKK 300 per share with a nominal value of DKK 20. A notice convening the extraordinary general meeting, including an elaboration on the proposal and its consequences, will be published within two weeks in accordan

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Hartmann presented solid earnings progress in Q2 202316.8.2023 18:07:29 CEST | Brødrene Hartmann A/S | Half Year financial report

Hartmann increased earnings in Q2 2023, mainly attributable to a solid performance in the Americas segment and despite continued market volatility with low visibility. Stable revenue was achieved in a continued volatile and inflationary environment. North America and Argentina demonstrated progress mainly due to higher average selling prices and despite lower volumes in soft markets. The significant earnings increase was mainly driven by the Americas segment and arising from higher revenue, exchange rate effects and cost improvements. Also, the Eurasia segment improved earnings mainly due to lower raw material prices and improved product mix. All raw material prices are expected to remain volatile and above pre-energy crisis levels in H2 2023. Investments were in line with expectations, and it was decided to invest further in the continued and ongoing capacity expansion in Europe. Q2 2023 Group revenue was stable at DKK 804 million (2022: DKK 794 million). Operating profit* amounted to

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Conference call 17 August at 9.00 (CEST) about H1 20239.8.2023 14:46:46 CEST | Brødrene Hartmann A/S | Investor News

Hartmann releases its interim report for H1 2023 in the afternoon of 16 August 2023. On 17 August 2023 at 9.00 (CEST), Hartmann will host a conference call at which CEO Torben Rosenkrantz-Theil and CFO Kenneth K. Kristensen will review the financial results, the outlook and answer questions. Registration is not required. The conference call will be conducted in English and can be heard live here and at investor.hartmann-packaging.com, where the accompanying presentation will be available. Participants should dial the numbers provided below and enter PIN 348024 Denmark: + 45 78 76 84 90 UK: + 44 (0) 20 37 69 68 19 US: + 1 64 67 87 01 57

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Kenneth Kongsgaard Kristensen new CFO of Hartmann8.8.2023 15:22:28 CEST | Brødrene Hartmann A/S | Other information disclosed according to the rules of the Exchange

Hartmann has appointed Kenneth Kongsgaard Kristensen CFO effective immediately. Kenneth Kongsgaard Kristensen has been Director of Group Finance at Hartmann since 2014, and he joined the company in 2002. He holds a Master of Science (MSc) degree in Business Administration and Auditing and has previously held finance positions with GEA Niro A/S and Deloitte. "I am pleased that Kenneth has accepted the position as CFO and that we were able to recruit internally. Kenneth has an in-depth understanding of our business and financial operations, and he is acknowledged for his professional competencies as well as his personal qualities. I look forward to continuing working with Kenneth in his new position to develop Hartmann further", says CEO Torben Rosenkrantz-Theil.

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Hartmann updates earnings guidance for 2023 and presents preliminary Q2 2023 financial figures3.8.2023 16:50:46 CEST | Brødrene Hartmann A/S | Inside information

On the back of a solid Q2 and H1 2023 financial performance based on cost improvements and efficiency gains in both the Americas and the Eurasia segments, Hartmann now expects to generate an operating profit of DKK 375-475 million (previously DKK 300-400 million). The revenue outlook of DKK 3.4-3.8 billion and the investment outlook of around DKK 300 million excluding the insurance covered re-establishment of the factory in India are unchanged. Hartmann still expects energy and raw material prices to remain volatile in 2023. Based on preliminary and unaudited figures Q2 2023 revenue amounted to DKK 804 million (2022: DKK 794 million) for a significantly improved operating profit of DKK 112 million (2022: DKK 56 million). The earnings increase was mainly driven by a solid performance in the Americas segment. For H1 2023, preliminary and unaudited revenue came to DKK 1,717 million (2022: DKK 1,546 million) and operating profit grew to DKK 269 million (2022: DKK 98 million). Q2 H1 Outlook

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Flemming Steen steps down as CFO21.7.2023 14:17:49 CEST | Brødrene Hartmann A/S | Changes board/management/auditors

Flemming Steen steps down from his role as CFO and member of Hartmann’s executive board by mutual agreement with the board of directors to pursue challenges outside Hartmann. Flemming Steen joined Hartmann in 2018 bringing vast experience from several listed companies. “As CFO and member of the executive board, Flemming has played an important role in guiding Hartmann safely through a period of unprecedented market conditions including the COVID-19 pandemic and the recent energy crisis. The board of directors thanks Flemming for his efforts and wishes him the best in his future endeavours," says chairman of the board of directors, Henrik Marinus Pedersen. The change is effective as of today and the board of directors now initiates a process to fill the CFO position.

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Extraordinary general meeting on 12 July 202312.7.2023 16:15:54 CEST | Brødrene Hartmann A/S | Decisions of extraordinary general meeting

The extraordinary general meeting was convened upon request from the majority shareholder, Thornico Holding A/S, to elect two new members for the board of directors. Henrik Marinus Pedersen and Marianne Schelde were elected as members of the board, while Jan Klarskov Henriksen, Jan Madsen and Pernille Fabricius resigned from the board of directors. The board is furthermore comprised by Michael Strange Midskov, who was re-elected at the annual general meeting in April 2023 and two employee-elected members, Palle Skade Andersen and Klaus Bysted Jensen. The extraordinary general meeting authorised the chairman of the meeting with a full right of substitution, to file resolutions passed at the general meeting for registration with the Danish Business Authority. At the subsequent initial meeting of the board of directors, Henrik Marinus Pedersen was appointed chairman and Michael Strange Midskov was appointed vice chairman. Brødrene Hartmann A/S Henrik Marinus Pedersen Chairman of the board

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Notice convening an extraordinary annual general meeting of Brødrene Hartmann A/S on 12 July 202320.6.2023 17:05:25 CEST | Brødrene Hartmann A/S | Notice to general meeting

We hereby convene an extraordinary general meeting of Brødrene Hartmann A/S to be held on Wednesday, 12 July 2023 at 3 pm CEST regarding election of two new members to the board of directors. Further information on the extraordinary general meeting, including the agenda items, is in the notice attached to this announcement

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