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The Board of Directors recommends to the AGM that no dividend be declared for FY 2008. It is Group dividend policy to maintain a pay-out ratio in the region of 30 per cent. However, the declaration of dividend will always take account of the Group's plans for growth and its liquidity requirements.

Re item 4 on the agenda:

Election of members to the Board of Directors:

According to the Articles of Association, board members elected by the general meeting sit for a term of one year.

Erik Højsholt, Walther Vishof Paulsen, Peter-Ulrik Plesner and Niels Hermansen are up for re-election. The Board of Directors proposes that they be re-elected.

An outline of the background of the individual board members:

Erik Højsholt (60) has long-standing management experience and in-depth knowledge of strategic change processes. He has a graduate diploma in business administration (foreign trade) from Århus Business School, and his previous executive positions include those of Sales and Marketing Director of Danmark Protein A/S, CEO of New Zealand Milk Products GmbH, Director of International Sales and Business Area Director of MD Foods Amba (now Arla Foods), CEO and Group President of Aarhus United A/S (formerly Aarhus Oliefabrik A/S), where he ended up by being appointed chairman of the board of AarhusKarlshamn AB, which was established by the merger of Aarhus United A/S and Swedish Karlshamns AB. He is chairman of the board of R2 Group A/S, Fluxome Sciences A/S, Brdr. Kier A/S and Novopan Træindustri A/S, and he is a board member of Royal Unibrew A/S, Hans Schourup A/S, Good Food Group A/S and the University of Aarhus.

Walther Vishof Paulsen (59) has long-standing international management experience and in-depth knowledge of economic and financial affairs. Walther Vishof Paulsen has an MSc from Århus Business School, and his previous executive positions include that of Group President and ExCo member of Carlsberg A/S from 1985 - 2000. Walther Vishof Paulsen is chairman of the board of Dantherm A/S and Hotel Koldingfjord A/S.; he is vice-chairman of the board of C. W. Obel A/S and a board member of Investeringsforeningen Danske Invest, Vital Petfood Group A/S, Vital Invest A/S, VPG Holding A/S, Dan-Ejendomme Holding A/S, Dan-Ejendomme A/S, Dan-Ejendomsinvestering A/S, Sanistål A/S, Arkil Holding A/S, Arkil A/S and det Obelske Familiefond.

Peter-Ulrik Plesner (62) possesses comprehensive legal competencies gleaned from his long career as a lawyer, and he has in-depth knowledge of Hartmann's business area accumulated through his period on the board of Hartmann, which he joined in 1982. Peter-Ulrik Plesner is trained as a lawyer and is a partner of Plesner Law Firm. He is chairman of the board of EVA Denmark A/S, Johan Mangor A/S, Piet Hein A/S, Triumph International Textil A/S and the Hartmann Foundation, among others. He is also a member of the board of the Ida Løfberg Foundation, chairman of Dansk Forening for Industriel Retsbeskyttelse (the Danish Society for the Protection of Industrial Property), and a member of several legal societies in Denmark and abroad.

Niels Hermansen (55) has long-standing management experience and in-depth knowledge of economic and strategic affairs. He has an MSc in strategic planning/management accounting from Copenhagen Business School. His previous executive positions include that of CEO of furnituremaker Fritz Hansen A/S from 1992-1998 and of packaging manufacturer Neoplex/Mondi Packaging Nyborg A/S from 1998-2005. Since 2005 he has been working as a professional board member. Niels Hermansen is chairman of the board of Fredericia Furniture A/S, R. Færch Plast A/S, Kühnel Design A/S and 1508.dk Holding A/S, vice-chairman of the board of VIKAN A/S, and a member of the board of the Vissing Foundation.

Re item 5 on the agenda:

Approval of emoluments to members of the Board of Directors for FY 2009:

The total annual amount in emoluments to the members of the Board of Directors is subject to the approval of the AGM in connection with the approval of the Annual Report. The Board of Directors recommends that the emoluments paid to the Board for FY 2009 remain unchanged from FY 2008.

Re item 6 on the agenda:

Election of auditor:

Up until now, the auditor of Hartmann has been KPMG Statsautoriseret Revisionspartnerskab.

The Board proposes that Deloitte Statsautoriseret Revisionsaktieselskab be elected auditor of Hartmann, thereby replacing KPMG Statsautoriseret Revisionspartnerskab.

Re item 7 on the agenda:

Amendment to the Articles of Association:

Proposal from the Board of Directors concerning a change of the wording of art. 4(1) of the Articles of Association into the following:

"The share capital of the company amounts to DKK 140,301,800. The share capital is divided into shares of DKK 20 or multiples thereof. The shares are listed on NASDAQ OMX Copenhagen A/S and are issued through VP Securities A/S".

The proposal is reflective of the official name change made by OMX Nordic Exchange Copenhagen and VP Securities Services.

The AGM authorises the Chairman of the meeting to notify the resolution to the Danish Commerce and Companies Agency and to effect any changes in the resolution made, in the minutes of the AGM and in the draft amendments, as well as any other changes as may be required for the resolution made by the AGM to be accepted for registration by the Commerce and Companies Agency.

Re item 8 on the agenda:

Amendments to the Articles of Association:

Proposal from the Board of Directors concerning the following changes in the wording of the Articles of Association:

A change of the wording of art. 4a(1) to:

"The company's register of shareholders shall be kept by VP Investor Services A/S (VP Services A/S), Weidekampsgade 14, DK-2300 Copenhagen S."

The proposal is reflective of the change of address of VP Investor Services A/S.

A change of the wording of art. 6(1) to:

"Dividend shall be paid out to shareholders by transfer through VP Securities A/S"

The proposal is reflective of a change of the Danish name of VP Securities.

A change of the wording of art. 12(2) to:

"All shareholders shall be entitled to attend the general meeting against presentation of an admission card to be obtained from the company's registered office not later than 5 days before the general meeting. The status as shareholder shall be proven by the presentation of a transcript from VP Securities A/S issued within the month immediately preceding the day of presentation and a written statement to the effect that the shares have not been assigned to any other person."

The proposal is reflective of a change of the Danish name of VP Securities.

Re item 9 on the agenda:

Proposal from the Board of Directors for the granting of authority to acquire treasury shares.

The Board of Directors is granted authority to let the company acquire up to 10 per cent of its own shares in the period until 21 October 2010 at the price listed at the time of acquisition plus/minus maximum 10 per cent.

Re item 10 on the agenda:

Proposal for the approval of general guidelines for incentive pay:

Pursuant to s. 69b of the Danish Companies Act, the AGM must consider and approve a set of overall general guidelines for incentive pay to members of the Board of Directors and the Executive Board before the Board of Directors can conclude a new agreement on incentive pay with members of the Board of Directors and the Executive Board.

However, the actual agreements concerning incentive pay cannot be concluded until the day after they have first been announced on the Group's website.

The Board of Directors has presented a proposal for an amendment to the existing general guidelines as a result of which it will not be possible to allocate share options in future. However, the Board of Directors also proposes a possible increase in the maximum cash amounts available in performance-related bonus, see more below.

The main reason for the proposal from the Board of Directors is the current turbulence in the global financial markets and the resulting volatility and the difficulty in determining a correct and fair market price for the company's shares.

In the opinion of the Board of Directors, it is hardly in keeping with the principles of Corporate Governance on incentive pay to the management and the underlying intentions thereof to allocate share options automatically to the company's management under the current circumstances, where the share market is characterised by much uncertainty concerning correct and fair pricing.

As soon as its proposal for a new set of general guidelines has been approved by the AGM, the Board of Directors will start up negotiations with those Group top executives who are covered by the existing share option programme for the purpose of concluding an agreement with them on the detailed conditions upon which they will waive further allocations of share options effective for 2009 and onwards, and a possible compensation for this in the form of an increase in the cash amount in performance-related bonus.

As is the case for the other proposals, the proposal from the Board of Directors concerning the general guidelines will be available for inspection at the company's head office minimum 8 days before the AGM. The text of the proposal will also be available on the Hartmann website at www.hartmann-packaging.com.

If the proposed general guidelines are adopted by the AGM, article 17a of the Articles of Association will remain unchanged:

"The company has prepared a set of general guidelines for incentive pay to the Executive Board. These guidelines have been presented to and adopted by the company in general meeting. The guidelines are publicly available on the company's website."

The guidelines will be announced on the company's website forthwith with the indication that the guidelines were approved by the AGM.

Not later than eight days before the general meeting the agenda, the full text of the proposals and the audited annual report will be made available for inspection by shareholders at the company's head office and on the company's website at www.hartmann-packaging.com. The above materials will also be sent upon request to shareholders on the company's register of shareholders.

The following special adoption requirements (i) - (ii) apply to the proposals, and they all have to be met in order for the proposals to be considered adopted.

(i) the adoption of the proposal in item 7 requires the representation at the general meeting of minimum two thirds of the share capital and the support of two thirds of the votes cast as well as of the voting stock represented at the general meeting. If less than two thirds of the share capital is represented at the general meeting, but if the resolution is adopted with the support of two thirds of the votes cast as well as of the voting stock represented at the general meeting, an extraordinary general meeting shall be convened as soon as possible to adopt the resolution by a majority of two thirds of the votes cast, regardless of the size of the share capital represented at the meeting, see art. 12(7) of the Articles of Association.

(ii) The adoption of the proposals in item 8a, 8b, and 8c requires the support of two thirds of the votes cast as well as of the voting stock represented at the general meeting, see art. 12(6) of the Articles of Association.

Admission cards for the general meeting, and proxy forms for use by shareholders prevented from attending the AGM in person, are available from the Group's head office or VP Investor Services A/S (tel.: +45 43 58 88 91) all weekdays except Saturday from 9.00 am until 4.00 pm on proof of identity as shareholder according to the procedure described in art. 12(2) of the Articles of Association. Applications for admission cards may be filed up to and including Friday, 17 April 2009 at 4pm. Filled-in proxies must be returned to VP Investor Services A/S not later than on Friday, 17 April 2009 at 4pm on fax no. +45 43 58 88 67. It is also possible to obtain admission cards and issue proxies via the Internet, either on the website of Brødrene Hartmann A/S at www.hartmann-packaging.com or on the website of VP Investor Services A/S at www.vp.dk/gf not later than on 17 April 2009 at 4pm. However, for shares acquired by assignment the right to vote is conditional upon registration in the register of shareholders having been effected prior to the issuance of this convening notice, cf. art. 12(3) of the Articles of Association. Please note that the issuance of an electronic proxy requires access to a netbank or an identity as VP user and a VP code.

Pursuant to s. 73(5) of the Danish Companies Act, it should be noted that the share capital of Brødrene Hartmann A/S represents a nominal value of DKK 140,301,800, and that each share of DKK 20 conveys 1 vote upon its holder at the general meeting. The issue of shares is handled by Danske Bank A/S through which shareholders may exercise their financial rights.

Notice convening the Annual General Meeting