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Pursuant to section 139 of the Danish Companies Act, before a public limited company can enter into a specific agreement for incentive-based remuneration with a member of its management, the company’s Supervisory Board must set general guidelines for incentive-based remuneration for the company’s management.

Dalhoff Larsen Horneman A/S (“DLH”) has used incentive programmes for the company’s Group Management and employees for many years, whereas the Supervisory Board has not received incentive-based remuneration.

The present guidelines concern remuneration of DLH’s Group Management (“Group Management”) (presently 7 members) including incentive programmes (variable remuneration) for Group Management, and have been drawn up in accordance with section 139 of the Companies Act.

The main purpose of the guidelines is to create a framework for the variable salary component in due consideration of the company’s short- and long-term targets.

Agreements for incentive-based remuneration entered into prior to adoption of the present guidelines will continue on the terms agreed.

1. Total remuneration to members of Group Management
The total remuneration to members of Group Management comprises:

(i) A fixed base salary plus company car and certain other benefits in kind
(ii) A short-term incentive scheme (cash bonus)
(iii) A long-term incentive scheme (stock-based programme)

2. Guidelines for the short-term incentive scheme for Group Management
Individual members of Group Management can achieve an annual cash bonus of up to 30% of the fixed base salary calculated on the basis of the most recently approved fixed salary. The aim of the cash bonus is to increase focus on the targets set. The general guidelines for this are as follows:

• The management member receives an annual cash bonus, the size of which depends on the degree of fulfilment of the individual targets the management member has previously agreed with the company’s CEO. In the case of the CEO, the individual targets are agreed with the Chairman of the Supervisory Board.

The size of this bonus may not exceed an amount equivalent to 30% of the fixed base salary calculated on the basis of the most recently approved fixed salary.

3. Guidelines for the long-term incentive scheme for Group Management
The general purpose of incentive-based remuneration in the form of a stock-based programme is:

• To ensure that the members of Group Management can be retained (and, if necessary, new members attracted) by offering an attractive addition to the fixed salary
• To ensure that the members of Group Management are incentivized in such a way that there is a focus on long-term growth and earnings in DLH, in order to ensure that shareholders’ interests are met as best possible
• To ensure that the remuneration of the members of Group Management is partly linked to the shareholders’ loss of and gain in value

The general guidelines for this are as follows:

a. What does the long-term incentive scheme comprise?
The incentive programme consists of a stock-based scheme whereby Group Management is allocated a number of shares (share programme).

The shares required to fulfil the incentive programme are provided by the company’s holding of treasury stock at any time.

The final number of shares granted is determined by the Supervisory Board. Allocation may be based on degree of fulfilment of targets set by the Supervisory Board.

The share programme is subject to a two-year binding period, after which all the shares for one vesting year are transferred from a DLH share custodian account to the individual management member’s share custodian account. The binding period starts in connection with the start of the share programme, which typically will be when the Annual General Shareholder meeting approves the financial statements for the year preceding the start of the share programme and vesting period(s).

b. Maximum value of the long-term incentive scheme
In the share programme where allocations are made for one year (“Grant Period”), the Intrinsic Value (as defined below) of the shares allocated to Group Management under such programmes may not exceed an amount equivalent to 30% of Group Management’s most recently approved annual fixed base salary.

To ensure that the stock-based portion of the total remuneration does not reach unintended levels, the Supervisory Board may reduce the scope of a share programme such that the value at the end of the programme does not exceed the Intrinsic Value at the grant date plus 100%.

The Intrinsic Value of a share programme is calculated as the average of the closing rates for the company's shares on Nasdaq OMX Copenhagen on the last five trading days ahead of approval at the Annual General Shareholder meeting of the most recent annual report times the number of shares granted (“Intrinsic Value”).

Share programmes that the Supervisory Board approves under these general guidelines will be described in more detail in DLH’s annual reports and on the company’s website.

4. Changes to and winding up of incentive programmes
The Supervisory Board may change or wind up an incentive programme introduced in accordance with the present guidelines. Such changes may, however, only be made within the framework of these guidelines. More extensive changes shall be approved by the Annual Shareholders’ Meeting. Criteria in assessing whether this is necessary include among other things development of the company, changes to legislation, foreign exchange controls, regulation by public authorities, or similar.

Agreements for incentive-based remuneration entered into prior to adoption of the present guidelines will continue on the terms agreed.

5. Separate one-year-incentive programme for 2012
The Supervisory Board has adopted a single one-year share-based bonus scheme for the Group Management for 2012. The bonus scheme consists of 101,000 shares from the company's holding of treasury shares. The shares will be allocated to the Group Management in 2013 based on the audited annual report for 2012 approved by the Supervisory Board, if the budget for 2012 is realized. The Intrinsic Value of the shares allocated to the Group Management in accordance with this one-year bonus scheme may not exceed an amount equivalent to 30 % of Group Management's approved annual fixed base salary for 2012. The bonus program is further described on the company's website.