30 March 2011 at 3 pm
The General Meeting meeting will be held at the
Vilhelm Lauritzen Terminal, Vilhelm Lauritzen Allé 1, DK-2770 Kastrup
In accordance with Article 7.2 of the Articles of Association, the agenda of the meeting is as follows:
- The report of the Board of Directors on the Company's activities during the past year.
- Presentation and adoption of the audited annual report.
- Resolution to discharge the Board of Directors and the Executive Board from liability.
- Approval of remuneration for the Board of Directors for the current year.
- Resolution on the appropriation of profit or loss as recorded in the adopted annual report.
- Election of members of the Board of Directors, including the Chairman and Deputy Chairman.
- Election of auditor.
- Any proposal by the Board of Directors or shareholders.
- Any other business.
The full text of the proposed resolutions:
Re agenda item 1:
The Board of Directors recommends that the report should be adopted.
Re agenda item 2:
The Board of Directors recommends that the annual report should be adopted.
|Remuneration of the Board of Directors||
|Chairman of the Board of Directors||DKK||
|Deputy Chairman *||DKK||
|Ordinary board members *||DKK||
| Total remuneration
* The Deputy Chairman and the ordinary board members elected by the Company in general meeting have decided to waive remuneration for 2010.
Re agenda item 3:
The Board of Directors proposes that the General Meeting should resolve to discharge the Board of Directors and the Executive Board from liability.
Re agenda item 4:
The Board of Directors proposes that its remuneration for the current year should be adopted.
|Remuneration of the Board of Directors||
|Chairman of the Board of Directors||DKK||
|Deputy Chairman *||DKK|
|Ordinary board members *||DKK|
|Staff representatives **||DKK||
* The Deputy Chairman and the ordinary board members elected by the Company in general meeting have decided to waive remuneration for 2011.
** The amount for staff-elected members is a maximum. The employees of CPH have traditionally negotiated and agreed with the Chairman of the Board of Directors on a small remuneration. Depending on the outcome of the negotiations, the remuneration may be lower than specified above.
Re agenda item 5:
The Board of Directors proposes that the amount available for distribution as set out in the 2010 annual report should be applied as follows:
Distribution of profit 2010 (DKK million)
|Profit after tax||908.8|
|Transfer to reserve for net revaluation according to the equity method, net||(10.9)
|Total amount available for distribution||897.9|
|Dividends declared on 10 August 2010 (corresponding to DKK 44.7 per share)||350.6|
|Available for distribution||547.3|
|Proposed dividend (corresponding to DKK 115.9 per share)||909.9|
|Total retained earnings||(362.6)|
Re agenda item 6:
In accordance with Article 10.2 of the Articles of Association, all members of the Board of Directors elected by the Company in general meeting stand for election.
The Board of Directors proposes that Henrik Gürtler, Kerrie Mather, Martyn Booth, and Simon Geere should be re-elected.
Max Moore-Wilton and Damian Stanley do not stand for re-election.
The Board of Directors proposes that Christopher Timothy Frost, Senior Managing Director, Macquarie Infrastructure and Real Assets (Europe) Limited, and Luke Erik Bugeja, Asset Director, MAp, should be elected to the Board of Directors. In accordance with paragraph 5.4.1 of the Recommendations on Corporate Governance, the candidates cannot be considered independent.
It is also proposed that Henrik Gürtler, Chief Executive Officer, should be re-elected as Chairman and that Kerrie Mather should be elected as Deputy Chairman of the Board of Directors.
The proposed board candidates have the following backgrounds:
Henrik Gürtler holds an MSc in Chemical Engineering from the Technical University (1976) and has been President and CEO of Novo A/S since 2000. Henrik was project manager/coordinator of Enzymes R&D in 1981-84, head of department in 1984-86 and head of function in 1986-91. He was appointed corporate vice president of Human Resource Development of Novo Nordisk in 1991 and corporate vice president of Health Care Production in 1993. In 1996, he became a member of the Group Management with special responsibility for Corporate Staff. Henrik is Chairman of Novozymes A/S and COWI A/S and member of the Board of Directors of Novo Nordisk A/S. Henrik is a Danish citizen and born in 1953. Member of the Board of Directors of Copenhagen Airports A/S since 2002 and Chairman since 2004.
Kerrie Mather has been the Chief Executive Officer of MAp since it listed on the Australian Secu-rities Exchange with a market capitalisation of A$1 billion in April 2002. Today, MAp is a top 50 company in Australia with a market capitalisation of A$5.5 billion. MAp is now one of the world’s largest strategic airport investors with significant interests in the following airports: Sydney, Brussels, Copenhagen and ASUR. Kerrie is a director of Sydney Airport, Brussels Airport and Copenhagen Airport. She has previously been a member of the Rome, Birmingham and Bristol airport boards. Prior to establishing MAp, Kerrie had 16 years' corporate advisory experience primarily on acquisition, business and financial advisory roles with a particular focus on the airports sector. Kerrie was born in 1960 and resides in Sydney, Australia. She is an Australian citizen. Kerrie has been a member of the Board of Directors of Copenhagen Airports A/S since January 2006.
Martyn Booth is Head of MAp in London. He has worked for MAp since 2000 and was involved in establishing the airports business in London, acquiring Bristol and Birmingham airports in the UK in 2001, and subsequently Rome, Sydney, Brussels and Copenhagen airports. Martyn has worked in the airports industry since 1981 when he joined BAA where he held the position of Finance Director at Heathrow Airport, General Manager of Privatisation and Corporate Strategy Director. In 1994, Martyn left BAA to establish the Portland Group, a management consultancy specialising in airport management and privatisations. Martyn has an Honours degree in Economics and was Economic Adviser at H.M Treasury from 1976 to 1981. He is a British citizen and was born in 1950 and resides in London. Martyn is a director of Brussels Airport and was previously a member of the Board of Directors of Copenhagen Airports A/S in 2006. Martyn has been a member of the Board of Directors of Copenhagen Airports A/S since 2010.
Simon Geere is a Managing Director within Macquarie Infrastructure and Real Assets (Europe) Limited with specific focus on managing Macquarie’s European airport related investments. He has 20 years' experience working in the transport industry, 15 years of which have been within the airports’ sector. Simon joined Macquarie in 2002 having held senior positions with both TBI plc and BAA plc. At TBI plc, he was Business Development Director at Luton Airport and was responsible for commercial operations and aviation development activities. Simon is a director of Brussels Airport, Bristol Airport, Newcastle Airport and the Stockholm Arlanda Express rail link. He has previously been a director at Birmingham Airport and Luton Airport. Simon is a British citizen, born in 1968 and resides in London. He has an honours degree in Transport Studies BSc (Hons) and a Master of Business Administration (MBA). He is also a member of the Chartered Institute of Logistics and Transport (MCILT). Simon has been a member of the Board of Directors of Copenhagen Airports A/S since 2010.
Christopher Timothy Frost is a Senior Managing Director of Macquarie Infrastructure and Real Assets (Europe) Limited. He has over 15 years of investment banking and advisory experience in Europe and Asia-Pacific. Christopher worked in the transport infrastructure sector for over 10 years, and has substantial experience of airport privatisation in Europe and Australia. Christopher instigated Macquarie's successful entry into airport ownership, initially through the acquisition of The Portland Group, a leading airport sector consultancy, in October 2000, and the subsequent establishment of a dedicated airports management team. He was subsequently involved in the establishment of Macquarie's first specialist airport investment funds (MAG and MAp), and led Macquarie’s financial advisory teams during the acquisition of all its northern hemisphere airport investments - Bristol, Birmingham, Rome, Brussels and Copenhagen airports, as well as ASUR (a company engaged in operating, maintaining and developing 9 airports in the South East of Mexico). Christopher is the former Chairman of Bristol Airport and Rome Airport. Moreover, Christopher advised MAp on its successful exits of it's investments in Birmingham, Rome and more recently Bristol. In addition, Christopher led the teams advising a number of third party clients, most notably he led the Macquarie team co-advising the Ferrovial Consortium in its successful bid for BAA plc, the largest airport transaction ever undertaken and the 6th largest deal completed in the United Kingdom. He is now responsible for Macquarie Capital Funds airport and aviation business. Christopher is an Australian citizen, born in 1969 and resides in London. He has a B.Ec (Hons).
Luke Bugeja is the Asset Director of Brussels Airport for MAp Airports. He has over 22 years' experience working in the Aviation industry, 17 years of which have been within the airline sector. Prior to MAp, Luke held various airport operational positions with Qantas Airways and Virgin Blue. At Virgin Blue, Luke was part of the start-up team and was the Manager of Melbourne Airport For 5 years responsible for ground operations for Virgin Blue. Luke is a director of Brussels Airport and has previously been a director at Bristol Airport and Arlanda Express rail link. Luke is a British resident and was born in 1968 in Melbourne Australia. He has a Diploma in Business and a Master of Business Administration (MBA).
Re agenda item 7:
The Board of Directors proposes that PricewaterhouseCoopers, statsautoriseret revisionsaktieselskab should be re-elected.
Re agenda item 8:
The Board of Directors has submitted the following proposals:
(i) Based on the new Recommendations on Corporate Governance, paragraph 5.8.1, which rec-ommends that companies' articles of association should fix a retirement age for board members, the Board of Directors proposes that a second sentence should be inserted in Article 10.2 of the Articles of Association with the following wording:
"However, no member may remain on the Board of Directors after the annual general meeting of the calendar year in which the member reaches the age of 75."
(ii) Adoption of general guidelines for remuneration of the Board of Directors and the Executive Man agement.
(ii) The Board of Directors proposes that the chairman of the General Meeting should be authorised to make such additions, alterations or amendments to or in the resolutions passed by the General Meeting and the application for registration of the resolutions to the Danish Commerce and Companies Agency (Erhvervs- og Selskabsstyrelsen) as the Agency may require for registration.
The resolution in agenda item 8(i) is subject to no less than two thirds of the voting share capital being represented at the General Meeting and the proposed resolution being passed by no less than two thirds of both the votes cast and of the voting share capital represented at the General Meeting (Article 9.3 of the Articles of Association). The other proposed resolutions may be passed by a simple majority of votes as provided by Article 9.2 of the Articles of Association.
An admission card is required for attending the General Meeting. Admission cards will be provided to shareholders who are entitled to attend and vote at the General Meeting. Anyone who is registered as a shareholder in the register of shareholders on the date of registration, 23 March 2011, or has made a request to such effect, including evidence of title to shares in the Company, that has reached the Company on that date, is entitled to attend and vote at the General Meeting (Article 8.2 of the Articles of Association).
Admission cards and ballot papers for the General Meeting can be obtained up to and including 25 March 2011. Admission cards can be obtained electronically atwww.cph.dk via the shareholder portal quoting your custody account number and password, or by returning the registration form. Admission cards may also be obtained from Computershare A/S, Kongevejen 418, DK-2840 Holte (by fax at +45 45 46 09 98), or, on all weekdays (except Saturday) between 9 am and 3 pm, from the Company's office, Lufthavnsboulevarden 6, DK-2770 Kastrup (by telephone at +45 32 31 28 09).
If you are prevented from attending the General Meeting, the Board of Directors would be pleased to act as proxy to cast the votes attaching to your shares, in which case the attached proxy form, duly completed and signed, must reach Computershare A/S, Kongevejen 418, DK-2840 Holte, by 25 March 2011. The proxy form may also be used for appointing proxies other than the Board of Directors. The proxy form is also available on the Company's website,www.cph.dk, where proxies may be appointed electronically on or before 25 March 2011 (please use your custody account number and password).
You may also vote by post. The attached postal voting form (which forms part of the proxy form), completed and signed, must reach Computershare A/S, Kongevejen 418, DK-2840 Holte, by 29 March 2011 before 12 noon. The postal voting form is also available on the Company's website,www.cph.dk, where postal votes may be cast electronically on or before 29 March 2011 (please use your custody account number and password).
On or before 8 March 2011, the following documents will be made available for inspection on the Company's website: 1) the notice convening the General Meeting; 2) the total number of shares and voting rights at the date of the notice; 3) all documents to be submitted to the General Meeting, including the audited annual report; 4) the agenda and the full text of all proposals to be submitted to the General Meeting; and 5) postal and proxy voting forms.
Before the General Meeting, all shareholders may ask questions in writing about the agenda and the documents to be submitted to the General Meeting. Questions may be sent by post or by e-mail to firstname.lastname@example.org. Questions will be answered in writing or orally at the General Meeting, unless prior to the Meeting the answer is available via a questions/answers function on the Company's website,www.cph.dk.
The Company’s share capital is DKK 784,807,000. Each share of DKK 100 carries one vote (Article 8.1 of the Articles of Association).
Dividends approved by the General Meeting will be paid through VP SECURITIES A/S less any dividend tax.
Kastrup, 28 February 2011
The Board of Directors
Copenhagen Airports A/S
Take Amagerbrogade, con-tinuing into Amager Lande-vej, turn left on Vilhelm Lauritzens Allé at the sign "Københavns Lufthavne A/S" (Copenhagen Airports A/S).